AMENDED AND RESTATED


                                     BYLAWS


                                       OF


                          AMERICAN BINGO & GAMING CORP.


                                    (8/4/98)

<PAGE>

                                TABLE OF CONTENTS

ARTICLE  I.  -  OFFICES
     Section  1.     Office
     Section  2.     Other  Offices

ARTICLE  II.  -  MEETINGS  OF  STOCKHOLDERS
     Section  1.     Place  of  Meetings
     Section  2.     Annual  Meeting
     Section  3.     Special  Meetings
     Section  4.     Notice
     Section  5.     Voting  List
     Section  6.     Quorum
     Section  7.     Required  Vote;  Withdrawal  Of  Quorum
     Section  8.     Method  of  Voting;  Proxies
     Section  9.     Record  Date
     Section  10.     Action  Without  Meeting
     Section  11.     Inspectors  of  Elections

ARTICLE  III.  -  DIRECTORS
     Section  1.     Management
     Section  2.     Number;  Election
     Section  3.     Change  in  Number
     Section  4.     Removal
     Section  5.     Vacancies  and  Newly  Created  Directorships
     Section  6.     Election  of  Directors;  Cumulative  Voting  Prohibited
     Section  7.     Place  of  Meetings
     Section  8.     First  Meetings
     Section  9.     Regular  Meetings
     Section  10.     Special  Meetings
     Section  11.     Quorum
     Section  12.     Action  Without  Meeting;  Telephone  Meetings
     Section  13.     Chairman  of  the  Board
     Section  14.     Compensation

<PAGE>
                                TABLE OF CONTENTS
                                   (Continued)

ARTICLE  IV.  -  COMMITTEES
     Section  1.     Designation
     Section  2.     Number;  Qualification;  Term
     Section  3.     Authority
     Section  4.     Committee  Changes;  Removal
     Section  5.     Alternate  Members  of  Committees
     Section  6.     Regular  Meetings
     Section  7.     Special  Meetings
     Section  8.     Quorum;  Majority  Vote
     Section  9.     Minutes
     Section  10.     Compensation
     Section  11.     Responsibility

ARTICLE  V.  -  NOTICES
     Section  1.     Method
     Section  2.     Waiver
     Section  3.     Exception  to  Notice  Requirement

ARTICLE  VI.  -  OFFICERS
     Section  1.     Officers
     Section  2.     Election
     Section  3.     Compensation
     Section  4.     Removal  and  Vacancies
     Section  5.     Chairman  of  the  Board
     Section  6.     Vice  Chairman  of  the  Board
     Section  7.     Chief  Executive  Officer
     Section  8.     President
     Section  9.     Vice  Presidents
     Section  10.     Secretary
     Section  11.     Assistant  Secretaries
     Section  12.     Treasurer
     Section  13.     Assistant  Treasurers

ARTICLE  VII.  -  CERTIFICATES  REPRESENTING  SHARES
     Section  1.     Certificates
     Section  2.     Legends
     Section  3.     Lost  Certificates
     Section  4.     Transfer  of  Shares
     Section  5.     Registered  Stockholders

<PAGE>
                                TABLE OF CONTENTS
                                   (Continued)

ARTICLE  VIII.  -  GENERAL  PROVISIONS
     Section  1.     Dividends
     Section  2.     Reserves
     Section  3.     Checks
     Section  4.     Fiscal  Year
     Section  5.     Seal
     Section  6.     Indemnification
     Section  7.     Transactions  with  Directors  and  Officers
     Section  8.     Amendments
     Section  9.     Table  of  Contents;  Headings

<PAGE>
                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                          AMERICAN BINGO & GAMING CORP.

                               (the "Corporation")


                                   ARTICLE I.

                                     OFFICES
                                     -------


     Section  1.     Office.  The  registered  office  of  the  Corporation  is
                     ------
currently  at  15  East  North  Street,  City of Dover, County of Kent, Delaware
19901.  The  executive  offices of the Corporation are currently located at 1440
Charleston  Highway,  West  Columbia,  South  Carolina,  29169.

     Section  2.     Other  Offices.  The  Corporation  may also have offices at
                     --------------
such  other  places, both within and without the State of Delaware, as the Board
of  Directors may from time to time determine or the business of the Corporation
may  require.

                                   ARTICLE II.

                            MEETINGS OF STOCKHOLDERS
                            ------------------------

     Section  1.     Place  of  Meetings.  Meetings  of  stockholders  for  all
                     -------------------
purposes  may be held at such time and place, either within or without the State
of  Delaware,  as  shall  be  stated  in  the notice of the meeting or in a duly
executed  waiver  of  notice  thereof.

     Section  2.     Annual  Meeting.  An  annual meeting of stockholders of the
                     ---------------
Corporation  shall  be  held each calendar year on such date and at such time as
shall  be  designated  from time to time by the Board of Directors and stated in
the  notice  of  the  meeting  or  in  a  duly executed waiver of notice of such
meeting.  At  such  meeting, the stockholders shall elect directors and transact
such  other  business  as  may  properly  be  brought  before  the  meeting.

     Section  3.     Special  Meetings.  Special  meetings  of  the stockholders
                     -----------------
shall be called pursuant to the requirements of the Certificate of Incorporation
and  these  Bylaws.  Special meetings may also be called upon written request to
the  President  or  the  Secretary  by  the  holders  of  at  least  20%  of the
Corporation's  securities  outstanding  and entitled to vote on the date of such
notice.

     Section  4.     Notice.  Written or printed notice stating the place, date,
                     ------
and  hour  of  each  meeting  of  the stockholders and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be given
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 of
the  Board,  the  Secretary,  or  the  person(s)  calling  the  meeting, to each
stockholder  of record entitled to vote at such meeting. If such notice is to be
sent  by  mail,  it  shall  be directed to such stockholder at his address as it
appears  on  the records of the Corporation, unless he shall have filed with the
Secretary  of the Corporation a written request that notices to him be mailed to
some  other  address,  in  which  case it shall be directed to him at such other
address. Notice of any meeting of stockholders shall not be required to be given
to any stockholder who shall attend such meeting in person or by proxy and shall
not, at the beginning of such meeting, object to the transaction of any business
because  the  meeting  is  not lawfully called or convened, or who shall, either
before  or  after the meeting, submit a signed waiver of notice, in person or by
proxy.

<PAGE>

     Section  5.     Voting List.  At least ten (10) days before each meeting of
                     -----------
stockholders,  the  Secretary or other officer of the Corporation who has charge
of  the  Corporation's  stock ledger, either directly or through another officer
appointed  by  him  or  through  a  transfer  agent  appointed  by  the Board of
Directors, shall prepare 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
ten  (10) days prior to the meeting, either at a place within the city where the
meeting  is  to  be  held,  which  place shall be specified in the notice of the
meeting  or  a  duly  executed  waiver  of  notice of such meeting or, if not so
specified, at the place where the meeting is to be held. Such list shall also be
produced  and kept at the time and place of the meeting at all times during such
meeting  and  may  be  inspected  by  any  stockholder  who  is  present.

     Section 6.     Quorum.  The holders of a majority of the outstanding shares
                    ------
entitled  to  vote on a matter, present in person or represented by proxy, shall
constitute a quorum at any meeting of stockholders, except as otherwise provided
by  statute, the Certificate of Incorporation or these Bylaws. If a quorum shall
not be present at any meeting of stockholders, the stockholders entitled to vote
thereat  who  are present, in person or by proxy, or, if no stockholder entitled
to vote is present, any officer of the Corporation, may adjourn the meeting from
time  to  time  until  a quorum shall be present. When a meeting is adjourned to
another  time or place, notice need not be given of the adjourned meeting if the
time  and  place are announced at the meeting at which the adjournment is taken.
At any adjourned meeting at which a quorum shall be present, any business may be
transacted which might have been transacted at the original meeting had a quorum
been  present;  provided  that,  if the adjournment is for more than thirty (30)
days  or  if  after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record  entitled  to  vote  at  the  adjourned  meeting.

     Section  7.     Required  Vote;  Withdrawal  Of  Quorum.  When  a quorum is
                     ---------------------------------------
present  at  any  meeting, the vote of the holders of at least a majority of the
outstanding  shares  entitled  to  vote  who are present, in person or by proxy,
shall decide any question brought before the meeting, unless the question is one
on  which,  by express provision of statute, the Certificate of Incorporation or
these Bylaws, a different vote is required, in which case such express provision
shall  govern and control the decision of the question. The stockholders present
at  a  duly  constituted  meeting  may  continue  to  transact  business  until
adjournment, notwithstanding the withdrawal of enough stockholders to leave less
than  a  quorum.

<PAGE>

     Section  8.     Method  of  Voting;  Proxies.  (a)  Each outstanding share,
                     ----------------------------
regardless of class, shall be entitled to one vote on each matter submitted to a
vote  at  a meeting of stockholders, except to the extent that the voting rights
of  the  shares  of  any  class  or  classes  are  limited, denied, increased or
decreased  by  the  Certificate  of  Incorporation.

          (b)     Each stockholder entitled to vote at a meeting of stockholders
or  to  express  consent  or  dissent  to  corporate action in writing without a
meeting  may authorize another person or persons to act for him by proxy, but no
such  proxy  shall  be  voted or acted upon after three (3) years from its date,
unless  the  proxy  provides for a longer period. Each proxy shall be filed with
the  Secretary  of  the  Corporation  prior  to  or  at the time of the meeting.

          (c)     Without  limiting  the  manner  in  which  a  stockholder  may
authorize  another  person  or  persons  to  act  for  him  as proxy pursuant to
subsection  (b) of this section, the following shall constitute a valid means by
which  a  stockholder  may  grant  such  authority:

               (i) A  stockholder  may  execute  a writing  authorizing  another
          person  or  persons  to  act  for  him  as  proxy.  Execution  may  be
          accomplished by the stockholder or by an authorized officer, director,
          employee or agent of the  stockholder  signing such writing or causing
          such  stockholder's  signature  to be affixed  to such  writing by any
          reasonable  means   including,   but  not  limited  to,  by  facsimile
          signature.

               (ii) A stockholder may authorize another person or persons to act
          for him as proxy by transmitting or authorizing the  transmission of a
          telegram,  cablegram, or other means of electronic transmission to the
          person who will be the holder of the proxy or to a proxy  solicitation
          firm, proxy support service organization or like agent duly authorized
          by the  person  who will be the  holder of the proxy to  receive  such
          transmission,  provided  that any such  telegram,  cablegram  or other
          means of electronic transmission must either set forth or be submitted
          with  information  from which it can be determined  that the telegram,
          cablegram  or other  electronic  transmission  was  authorized  by the
          stockholder.  If it is determined that such  telegrams,  cablegrams or
          other electronic  transmissions are valid, the inspectors or, if there
          are no inspectors,  such other persons making that determination shall
          specify the information upon which they relied.

          (d)     Any  copy,  facsimile  telecommunication  or  other  reliable
reproduction  of  the writing or transmission created pursuant to subsection (c)
of  this  section  may be substituted or used in lieu of the original writing or
transmission  for  any  and  all  purposes  for  which  the  original writing or
transmission could be used, provided that such copy, facsimile telecommunication
or  other  reproduction  shall be a complete reproduction of the entire original
writing  or  transmission.

<PAGE>

          (e)     A  duly  executed proxy shall be irrevocable if it states that
it  is  irrevocable  and if, and only as long as, it is coupled with an interest
sufficient  in  law  to  support  an  irrevocable  power.

    Section  9.      Record  Date.  (a) In  order  that  the  Corporation  may
                     ------------
determine  the  stockholders  entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, the Board of Directors may fix a record
date,  which  record date shall not  precede the date upon which the  resolution
fixing the record date is adopted by the Board of  Directors,  and which  record
date shall not be more than  sixty  (60) nor less than ten (10) days  before the
date of such meeting. If no record date is fixed by the Board of Directors,  the
record date for determining  stockholders  entitled to notice of or to vote at a
meeting  of  stockholders  shall  be at the  close of  business  on the day next
preceding  the day on which  notice is given,  or, if notice is  waived,  at the
close of  business  on the day next  preceding  the day on which the  meeting is
held. 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.

          (b)     In  order  that the Corporation may determine the stockholders
entitled  to consent to corporate action in writing without a meeting, the Board
of Directors may fix a record date, which record date shall not precede the date
upon  which  the  resolution  fixing  the record date is adopted by the Board of
Directors,  and  which  date shall not be more than ten (10) days after the date
upon  which  the  resolution  fixing  the record date is adopted by the Board of
Directors.  If  no  record  date  has  been fixed by the Board of Directors, the
record date for determining stockholders entitled to consent to corporate action
in  writing without a meeting, when no prior action by the Board of Directors is
required  by  statute or these Bylaws, shall be the first date on which a signed
written  consent  setting  forth  the  action  taken  or proposed to be taken is
delivered  to  the Corporation by delivery to its registered office in Delaware,
its  principal  place  of  business,  or  an officer or agent of the Corporation
having  custody of the book in which proceedings of meetings of stockholders are
recorded.  Such  delivery  shall  be by hand or by certified or registered mail,
return  receipt  requested.  If  no  record  date has been fixed by the Board of
Directors  and  prior action by the Board of Directors is required by statute or
these  Bylaws,  the record date for determining stockholders entitled to consent
to  corporate  action  in  writing  without  a  meeting shall be at the close of
business on the day on which the Board of Directors adopts the resolution taking
such  prior  action.

          (c)     In  order  that the Corporation may determine the stockholders
entitled  to  receive payment of any dividend or other distribution or allotment
of  any rights or the stockholders entitled to exercise any rights in respect of
any  change,  conversion  or  exchange of stock, or for the purpose of any other
lawful  action,  the Board of Directors may fix a record date, which record date
shall  not  precede the date upon which the resolution fixing the record date is
adopted,  and  which record date shall be not more than sixty (60) days prior to
such  action.  If  no  record  date  is  fixed,  the record date for determining
stockholders  for  any such purpose shall be at the close of business on the day
on  which  the  Board  of  Directors  adopts  the  resolution  relating thereto.

<PAGE>

     Section  10.     Action  Without  Meeting.  (a)  Any  action  required  or
                      ------------------------
permitted to be taken at a meeting of the stockholders of the Corporation may be
taken  without  a meeting, without prior notice and without a vote, if a consent
or  consents  in  writing, setting forth the action so taken, shall be signed by
the  holders  of  outstanding  stock  having not less than the minimum number of
votes  that  would be necessary to authorize or take such action at a meeting at
which  all  shares entitled to vote thereon were present and voted. Such consent
or  consents  shall  be delivered to the Corporation at its registered office in
Delaware,  its  principal  place  of  business,  or  an  officer or agent of the
Corporation  having  custody  of  the book in which proceedings of stockholders'
meetings  are  recorded.  Such  delivery  shall  be  by  hand or by certified or
registered  mail,  return  receipt  requested.

          (b)     Every written consent shall bear the date of signature of each
stockholder  who signs the written consent, and no consent shall be effective to
take  the corporate action referred to therein unless, within sixty (60) days of
the  earliest  dated consent delivered in the manner required by this section to
the  Corporation, written consents signed by a sufficient number of stockholders
to  take  action are delivered to the Corporation in the manner required by this
section.

     Section  11.     Inspectors  of  Elections.  (a)  The Corporation shall, in
                      -------------------------
advance of any meeting of stockholders, appoint one or more inspectors to act at
the meeting and make a written report thereof. The Corporation may designate one
or  more  persons  as alternate inspectors to replace any inspector who fails to
act.  If  no inspector or alternate is able to act at a meeting of stockholders,
the  person presiding at the meeting shall appoint one or more inspectors to act
at  the  meeting.  Each  inspector,  before  entering  upon the discharge of his
duties,  shall  take  and  sign  an  oath  faithfully  to  execute the duties of
inspector  with  strict  impartiality  and according to the best of his ability.

          (b)     The  inspectors  shall  (i)  ascertain  the  number  of shares
outstanding  and the voting power of each, (ii) determine the shares represented
at  a meeting and the validity of proxies and ballots, (iii) count all votes and
ballots,  (iv)  determine  and  retain  for  a reasonable period a record of the
disposition  of  any challenges made to any determination by the inspectors, and
(v)  certify  their  determination  of  the  number of shares represented at the
meeting, and their count of all votes and ballots. The inspectors may appoint or
retain  other  persons  or  entities  to assist them in the performance of their
duties.

          (c)     The  date and time of the opening and the closing of the polls
for  each  matter  upon  which  the stockholders will vote at a meeting shall be
announced  at  the  meeting.  No  ballot,  proxies or votes, nor any revocations
thereof  or  changes  thereto,  shall  be  accepted  by the inspectors after the
closing of the polls unless the Delaware Court of Chancery upon application by a
stockholder  shall  determine  otherwise.

          (d)     In  determining  the  validity  and  counting  of  proxies and
ballots,  the  inspectors shall be limited to an examination of the proxies, any
envelopes  submitted  with those proxies, any information provided in accordance
with   212(c)(2)  of  the  General  Corporation Law of Delaware, ballots and the
regular  books  and  records  of the Corporation, except that the inspectors may
consider  other  reliable  information  for  the  limited purpose of reconciling
proxies  and ballots submitted by or on behalf of banks, brokers, their nominees
or  similar  persons  which  represent  more votes than the holder of a proxy is
authorized  by the record owner to cast or more votes than the stockholder holds
of record. If the inspectors consider other reliable information for the limited
purpose  permitted  herein,  the  inspectors  at  the  time  they  make  their
certification  pursuant  to  subsection (b)(v) of this section shall specify the
precise information considered by them including the person or persons from whom
they  obtained  the information, when the information was obtained, the means by
which the information was obtained and the basis for the inspectors' belief that
such  information  is  accurate  and  reliable.

<PAGE>

                                  ARTICLE III.

                                    DIRECTORS
                                    ---------

     Section  1.     Management.  The  business  and  affairs of the Corporation
                     ----------
shall  be  managed by its Board of Directors who may exercise all such powers of
the  Corporation  and  do all such lawful acts and things as are not by statute,
the  Certificate  of  Incorporation  or  these Bylaws directed or required to be
exercised or done by the stockholders. The Board of Directors shall keep regular
minutes  of  its  proceedings.

     Section  2.     Number;  Election.  The Board of Directors shall consist of
                     -----------------
no  less  than  two  (2)  nor  more  than  seven  (7) directors, who need not be
stockholders  or  residents  of  the  State  of Delaware. The directors shall be
elected  at  the  annual  meeting  of  the  stockholders,  except as hereinafter
provided,  and  each  director  elected shall hold office until his successor is
elected  and  qualified  or  until  his  earlier  resignation  or  removal.

     Section  3.     Change in Number.  The number of directors may be increased
                     ----------------
or  decreased from time to time by resolution adopted by the affirmative vote of
a  majority  of the Board of Directors, but no decrease shall have the effect of
shortening  the  term  of  any  incumbent  director.

     Section  4.     Removal.  Any  director  may  be  removed,  with or without
                     -------
cause, at any annual or special meeting of stockholders, by the affirmative vote
of  the holders of a majority of the shares represented in person or by proxy at
such  meeting  and entitled to vote for the election of such director, if notice
of  the  intention  to act upon such matters shall have been given in the notice
calling  such  meeting.

     Section  5.     Vacancies  and  Newly Created Directorships.  Vacancies and
                     -------------------------------------------
newly created directorships resulting from any increase in the authorized number
of  directors  may  be  filled  by  a  majority of the directors then in office,
although  less  than a quorum, or by a sole remaining director. Each director so
chosen  shall  hold  office  until the first annual meeting of stockholders held
after his election and until his successor is elected and qualified or until his
earlier resignation or removal. If at any time there are no directors in office,
an  election  of directors may be held in the manner provided by statute. Except
as  otherwise  provided in these Bylaws, when one or more directors shall resign
from  the  Board  of  Directors,  effective  at a future date, a majority of the
directors  then  in office, including those who have so resigned, shall have the
power  to  fill  such vacancy or vacancies, the vote thereon to take effect when
such  resignation  or  resignations shall become effective, and each director so
chosen shall hold office as provided in these Bylaws with respect to the filling
of  other  vacancies.

     Section  6.     Election  of  Directors;  Cumulative Voting Prohibited.  At
                     ------------------------------------------------------
every  election  of  directors, each stockholder shall have the right to vote in
person  or by proxy the number of voting shares owned by him for as many persons
as  there  are  directors to be elected and for whose election he has a right to
vote.  Cumulative  voting  shall  be  prohibited.

<PAGE>

     Section  7.     Place  of  Meetings.  The  directors of the Corporation may
                     -------------------
hold  their  meetings,  both  regular  and special, either within or without the
State  of  Delaware.

     Section  8.     First  Meetings.  The  first  meeting of each newly elected
                     ---------------
Board  shall  be  held  without  further notice immediately following the annual
meeting  of  stockholders, and at the same place, unless by unanimous consent of
the  directors  then  elected  and serving, such time or place shall be changed.

     Section  9.     Regular  Meetings.  Regular  meetings  of  the  Board  of
                     -----------------
Directors  may  be held without notice at such time and place as shall from time
to  time  be  determined  by  the  Board  of  Directors.

     Section  10.     Special  Meetings.  Special  meetings  of  the  Board  of
                      -----------------
Directors  may  be called by the Chairman of the Board on two (2) days notice to
each director, either personally or by mail or by telegram. Special meetings may
be called in like manner and on like notice on the written request of a majority
of the directors.  Except as may be otherwise expressly provided by statute, the
Certificate  of  Incorporation  or  these  Bylaws,  neither  the  business to be
transacted  at,  nor  the purpose of, any special meeting need be specified in a
notice  or  waiver  of  notice.

     Section  11.     Quorum.  At  all  meetings  of the Board of Directors, the
                      ------
presence  of  a  majority  of the directors shall be necessary and sufficient to
constitute  a quorum for the transaction of business, and the vote of a majority
of  the  directors  present at any meeting at which a quorum is present shall be
the  act  of  the  Board  of  Directors, except as may be otherwise specifically
provided  by  statute, or the Certificate of Incorporation or these Bylaws. If a
quorum  shall  not be present at any meeting of directors, the directors present
thereat  may  adjourn  the  meeting from time to time, without notice other than
announcement  at  the  meeting,  until  a  quorum  shall  be  present.

     Section  12.     Action  Without  Meeting;  Telephone Meetings.  Any action
                      ---------------------------------------------
required  or  permitted to be taken at a meeting of the Board of Directors or of
any  committee  thereof  may be taken without a meeting if a consent in writing,
setting  forth the action so taken, is signed by all the members of the Board of
Directors  or  committee,  as  the case may be. Such consent shall have the same
force  and effect as a unanimous vote at a meeting. Subject to applicable notice
provisions  and unless otherwise restricted by the Certificate of Incorporation,
members  of  the Board of Directors, or any committee designated by the Board of
Directors,  may  participate  in  and  hold  a  meeting  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 in such
meeting  shall  constitute  presence  in  person at such meeting, except where a
person's  participation  is  for  the  express  purpose  of  objecting  to  the
transaction  of  any  business  on  the  ground that the meeting is not lawfully
called  or  convened.

<PAGE>

     Section  13.     Chairman of the Board and Vice Chairman of the Board.  The
                      ----------------------------------------------------
Board  of  Directors  may  elect  a  Chairman  of  the Board to preside at their
meetings  and  to  perform  such other duties as the Board of Directors may from
time  to  time  assign  to  him.  The  Board  of Directors may also elect a Vice
Chairman  of  the  Board  to  preside  at  their  meetings in the absence of the
Chairman of the Board and to perform such other duties as the Board of Directors
or  the  Chairman  of  the  Board  may  from  time  to  time  assign  to  him.

     Section  14.     Compensation.  Directors,  as  such, shall not receive any
                      ------------
stated  salary for their services, but, by resolution of the Board of Directors,
a fixed sum and expenses of attendance, if any, may be allowed for attendance at
each  regular  or  special  meeting  of  the  Board of Directors; provided, that
nothing  herein  contained  shall  be  construed  to  preclude any director from
serving  the  Corporation  in  any  other  capacity  and  receiving compensation
therefor.

                                   ARTICLE IV.

                                   COMMITTEES
                                   ----------

     Section  1.     Designation.  The  Board  of  Directors  may, by resolution
                     -----------
passed  by  a  majority  of the entire Board of Directors, designate one or more
committees.

     Section  2.     Number;  Qualification; Term.  Each committee shall consist
                     ----------------------------
of  one  or  more directors appointed by resolution adopted by a majority of the
entire  Board  of Directors. The number of committee members may be increased or
decreased  from  time  to time by resolution adopted by a majority of the entire
Board of Directors. Each committee member shall serve as such until the earliest
of  (i)  the  expiration  of  his  term  as  director, (ii) his resignation as a
committee member or as a director, or (iii) his removal as a committee member or
as  a  director.

     Section 3.     Authority.  Each committee, to the extent expressly provided
                    ---------
in  the  resolution of the Board of Directors establishing such committee, shall
have  and  may  exercise  all  of the authority of the Board of Directors in the
management  of  the business and affairs of the Corporation except to the extent
expressly  restricted  by  statute,  the  Certificate  of Incorporation or these
Bylaws.

     Section  4.     Committee  Changes;  Removal.  The Board of Directors shall
                     ----------------------------
have  the  power  at any time to fill vacancies in, to change the membership of,
and  to discharge any committee. The Board of Directors may remove any committee
member,  at  any  time,  with  or  without  cause.

     Section 5.     Alternate Members of Committees.  The Board of Directors may
                    -------------------------------
designate  one or more directors as alternate members of any committee. Any such
alternate member may replace any absent or disqualified member at any meeting of
the  committee.

<PAGE>

     Section  6.     Regular Meetings.  Regular meetings of any committee may be
                     ----------------
held  without  notice  at  such time and place as may be designated from time to
time  by  the  committee  and  communicated  to  all  members  thereof.

     Section  7.     Special Meetings.  Special meetings of any committee may be
                     ----------------
held  whenever  called by any committee member. The committee member calling any
special  meeting  shall  cause notice of such special meeting, including therein
the time and place of such special meeting, to be given to each committee member
at  least  two  (2) days before such special meeting. Neither the business to be
transacted  at, nor the purpose of, any special meeting of any committee need be
specified  in  the  notice  or  waiver  of  notice  of  any  special  meeting.

     Section  8.     Quorum;  Majority  Vote.  At  meetings  of any committee, a
                     -----------------------
majority  of  the  number  of members designated by the Board of Directors shall
constitute  a quorum for the transaction of business. If a quorum is not present
at a meeting of any committee, a majority of the members present may adjourn the
meeting  from  time  to  time,  without notice other than an announcement at the
meeting, until a quorum is present. The act of a majority of the members present
at  any  meeting  at  which  a  quorum  is  in  attendance shall be the act of a
committee,  unless  the  act  of  a  greater  number  is  required  by  law, the
Certificate  of  Incorporation  or  these  Bylaws.

     Section  9.     Minutes.  Each  committee  shall  cause  minutes  of  its
                     -------
proceedings  to  be prepared and shall report the same to the Board of Directors
upon  the  request  of the Board of Directors. The minutes of the proceedings of
each  committee  shall  be  delivered  to  the  Secretary of the Corporation for
placement  in  the  minute  books  of  the  Corporation.

     Section  10.     Compensation.  Committee members may, by resolution of the
                      ------------
Board  of  Directors, be allowed a fixed sum and expenses of attendance, if any,
for  attending  any  committee  meetings  or  a  stated  salary.

     Section  11.     Responsibility.  The  designation of any committee and the
                      --------------
delegation  of  authority  to  it  shall  not  operate  to  relieve the Board of
Directors or any director of any responsibility imposed upon it or such director
by  law.

                                   ARTICLE V.

                                     NOTICES
                                     -------

     Section  1.     Method.  Whenever  by  statute,  the  Certificate  of
                     ------
Incorporation,  or these Bylaws, notice is required to be given to any committee
member,  director, or stockholder and no provision is made as to how such notice
shall  be  given, personal notice shall not be required, and any such notice may
be  given  (a) in writing, by mail, postage prepaid, addressed to such committee
member,  director,  or  stockholder at his address as it appears on the books or
(in the case of a stockholder) the stock transfer records of the Corporation, or
(b) by any other method permitted by law (including but not limited to overnight
courier  service, telegram, telex, or telefax). Any notice required or permitted
to  be  given  by  mail shall be deemed to be given when deposited in the United
States  mail  as  aforesaid.  Any  notice  required  or permitted to be given by
overnight  courier  service shall be deemed to be given at the time delivered to
such  service  with  all  charges prepaid and addressed as aforesaid. Any notice
required or permitted to be given by telegram, telex, or telefax shall be deemed
to  be  delivered and given at the time transmitted with all charges prepaid and
addressed  as  aforesaid.

<PAGE>

     Section  2.     Waiver.  Whenever any notice is required to be given to any
                     ------
stockholder,  director,  or  committee member of the Corporation by statute, the
Certificate  of  Incorporation or these Bylaws, a written waiver thereof, signed
by  the  person  or persons entitled to such notice, whether before or after the
time stated therein, shall be equivalent to notice. Attendance of a stockholder,
director,  or  committee member at a meeting shall constitute a waiver of notice
of  such  meeting,  except  when  the  person attends for the express purpose of
objecting  at the beginning of the meeting to the transaction of any business on
the  ground  that  the  meeting  is  not  lawfully  called  or  convened.

     Section  3.     Exception  to Notice Requirement.  The giving of any notice
                     --------------------------------
required  under  any  provision  of the General Corporation Law of Delaware, the
Certificate  of  Incorporation or these Bylaws shall not be required to be given
to  any  stockholder  to whom (i) notice of two consecutive annual meetings, and
all  notices of meetings or of the taking of action by written consent without a
meeting  to  such  stockholder  during  the  period between such two consecutive
annual meetings, or (ii) all, and at least two, payments (if sent by first class
mail)  of dividends or interest on securities during a twelve-month period, have
been  mailed  addressed to such person at his address as shown on the records of
the  Corporation  and  have been returned undeliverable. If any such stockholder
shall deliver to the Corporation a written notice setting forth his then current
address,  the  requirement  that  notice  be  given to such stockholder shall be
reinstated.

                                   ARTICLE VI.

                                    OFFICERS
                                    --------

     Section  1.     Officers.  The officers of the Corporation shall be elected
                     --------
by  the  directors  and  shall be a Chief Executive Officer, a President, a Vice
President, a Treasurer and a Secretary. The Board of Directors may also choose a
Chairman  of the Board, a Vice Chairman of the Board, additional Vice Presidents
and  one or more Assistant Secretaries and Assistant Treasurers. Any two or more
offices  may  be  held  by  the  same  person.

     Section 2.     Election.  The Board of Directors at its first meeting after
                    --------
each annual meeting of stockholders shall elect the officers of the Corporation,
none  of  whom need be a member of the Board, a stockholder or a resident of the
State  of  Delaware.  The Board of Directors may appoint such other officers and
agents  as  it  shall  deem necessary, who shall be appointed for such terms and
shall  exercise  such powers and perform such duties as shall be determined from
time  to  time  by  the  Board  of  Directors.

     Section  3.     Compensation.  The  compensation of all officers and agents
                     ------------
of  the  Corporation  shall  be  fixed  by  the  Board  of  Directors.

<PAGE>

     Section  4.     Removal  and  Vacancies.  Each  officer  of the Corporation
                     -----------------------
shall  hold  office  until  his  successor is elected and qualified or until his
earlier resignation or removal. Any officer or agent elected or appointed by the
Board  of  Directors may be removed either for or without cause by a majority of
the  directors  represented  at  a  meeting of the Board of Directors at which a
quorum  is  represented,  whenever in the judgment of the Board of Directors the
best interests of the Corporation will be served thereby, but such removal shall
be  without  prejudice to the contract rights, if any, of the person so removed.
If  the  office of any officer becomes vacant for any reason, the vacancy may be
filled  by  the  Board  of  Directors.

     Section  5.     Chairman  of the Board.  The Chairman of the Board, if such
                     ----------------------
an  officer  shall  be  elected,  shall  preside at all meetings of the Board of
Directors  and  the  stockholders  of  the  Corporation.  In  the absence of the
Chairman  of  the  Board, such duties shall be performed by the Vice Chairman of
the  Board, if such an officer shall be elected, and then by the Chief Executive
Officer  of  the  Corporation. In addition, if such an officer shall be elected,
the  Chairman  of  the  Board  shall  exercise and perform such other powers and
duties  as  usually  appertain to the office of the Chairman of the Board and as
may  from  time to time be assigned to the Chairman of the Board by the Board of
Directors  of  the  Corporation  or  be  prescribed  by  these  Bylaws.

     Section 6.     Vice Chairman of the Board.  The Vice Chairman of the Board,
                    --------------------------
if  such  an  officer shall be elected, shall, in the absence of the Chairman of
the  Board,  preside  at  all  meetings  of  the  Board  of  Directors  and  the
stockholders  of the Corporation.  If such an officer shall be elected, the Vice
Chairman  of  the  Board  shall,  in  the  absence of the Chairman of the Board,
exercise  and  perform  such  powers  and duties assigned to the Chairman of the
Board.  In  addition,  if such an officer shall be elected, the Vice Chairman of
the  Board  shall  exercise and perform such other powers and duties as may from
time  to  time  be  assigned  to  the Vice Chairman of the Board by the Board of
Directors of the Corporation or by the Chairman of the Board or be prescribed by
these  Bylaws.

Section  7.     Chief Executive Officer.  Subject to the control of the Board of
                -----------------------
Directors  of  the Corporation and subject to the supervisory powers, if any, as
may  be assigned by the Board of Directors of the Corporation to the Chairman of
the  Board, if such an officer shall be elected, and to the Vice Chairman of the
Board, if such an officer shall be elected, the Chief Executive Officer shall be
the  chief  executive  officer of the Corporation and in general shall supervise
and  control  the  business  and affairs of the Corporation. The Chief Executive
Officer  shall perform such other duties expressly delegated to other persons by
these  Bylaws  or  the  Board  of  Directors,  and  such  other duties as may be
prescribed  by  the stockholders or the Board of Directors from time to time. In
the absence of the Chairman of the Board and the Vice Chairman of the Board, the
Chief  Executive Officer shall preside at all meetings of the Board of Directors
and  of  the  stockholders of the Corporation. The Chief Executive Officer shall
formulate and submit to the Board of Directors matters of general policy for the
Corporation  and shall keep the Board of Directors fully informed as they or any
of  them  shall  request and shall consult the Board of Directors concerning the
business of the Corporation. The Chief Executive Officer shall have the power to
appoint  and remove agents and employees, except those appointed by the Board of
Directors.  The Chief Executive Officer shall vote, or shall give a proxy to any
other  officer  of  the  Corporation  to  vote, all shares of stock of any other
Corporation  standing  in  the  name  of  the  Corporation.

<PAGE>

     Section 8.     President.  Subject to the control of the Board of Directors
                    ---------
of  the  Corporation  and  subject to such supervisory powers, if any, as may be
assigned  by  the  Board  of Directors of the Corporation to the Chief Executive
Officer,  if  such an officer shall be elected, the President shall be the chief
operating officer of the Corporation. If there is no Chief Executive Officer, or
in  the absence of the Chief Executive Officer, or in the event of his inability
or  refusal  to  act,  the  President  shall perform the duties and exercise the
powers  of  the  Chief Executive Officer. The President shall perform such other
duties as usually appertain to the office of the chief operating officer, except
for any duties expressly delegated to other persons by these bylaws or the Board
of  Directors,  and  such other duties as may be prescribed by the stockholders,
the  Chief  Executive  Officer,  if  any, or the Board of Directors from time to
time.  The  President  may  sign  with the Secretary or any other officer of the
Corporation  thereunto  authorized  by  the Board of Directors, certificates for
shares  of  capital  stock  of  the Corporation and any deeds, bonds, mortgages,
contracts,  checks,  notes,  drafts,  or  other  instruments  which the Board of
Directors  has  authorized to be executed, except in cases where the signing and
execution  thereof has been expressly delegated by the Bylaws or by the Board of
Directors  to  some  other  officer  or  agent  of  the Corporation, or shall be
required  to  be  otherwise  executed.

     Section  9.     Vice  Presidents.  Each Vice President shall have only such
                     ----------------
powers  and  perform only such duties as the Board of Directors may from time to
time  prescribe  or  as  the  President  may  from time to time delegate to him.

     Section  10.     Secretary.  The Secretary shall attend all sessions of the
                      ---------
Board of Directors and all meetings of the stockholders and record all votes and
the  minutes  of all proceedings in a book to be kept for that purpose and shall
perform  like  duties  for  any  committee  when  required.  Except as otherwise
provided  herein,  the Secretary shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the Board of Directors, and
shall  perform  such other duties as may be prescribed by the Board of Directors
or President, under whose supervision he shall be. He shall keep in safe custody
the  seal  of  the  Corporation  and, when authorized by the Board of Directors,
affix the same to any instrument requiring it, and, when so affixed, it shall be
attested  by  his signature or by the signature of the Treasurer or an Assistant
Secretary.

     Section 11.     Assistant Secretaries.  Each Assistant Secretary shall have
                     ---------------------
only such powers and perform only such duties as the Board of Directors may from
time  to  time  prescribe  or  as  the President may from time to time delegate.

     Section  12.     Treasurer.  The  Treasurer  shall  have the custody of the
                      ---------
corporate  funds  and  securities  and  shall keep full and accurate accounts of
receipts  and  disbursements of the Corporation and shall deposit all monies and
other  valuable effects in the name and to the credit of the Corporation in such
depositories  as  may be designated by the Board of Directors. He shall disburse
the funds of the Corporation as may be ordered by the Board of Directors, taking
proper  vouchers  for  such disbursements, and shall render to the President and
directors,  at  the regular meetings of the Board of Directors, or whenever they
may  require  it,  an  account  of  all his transactions as Treasurer and of the
financial  condition  of the Corporation, and shall perform such other duties as
the  Board of Directors may prescribe. If required by the Board of Directors, he
shall  give  the  Corporation  a  bond  in such form, in such sum, and with such
surety  or  sureties  as shall be satisfactory to the Board of Directors for the
faithful  performance of the duties of his office and for the restoration to the
Corporation,  in  case  of  his  death,  resignation, retirement or removal from
office,  of  all  books, papers, vouchers, money, and other property of whatever
kind  in  his  possession  or  under  his  control belonging to the Corporation.

<PAGE>

     Section  13.     Assistant Treasurers.  Each Assistant Treasurer shall have
                      --------------------
only such powers and perform only such duties as the Board of Directors may from
time  to  time  prescribe.

                                  ARTICLE VII.

                        CERTIFICATES REPRESENTING SHARES
                        --------------------------------

     Section  1.     Certificates.  The  shares  of  the  Corporation  shall  be
                     ------------
represented  by certificates in such form as shall be determined by the Board of
Directors.  Such  certificates  shall  be  consecutively  numbered  and shall be
entered  in  the  books  of the Corporation as they are issued. Each certificate
shall  state  on  the  face  thereof  the holder's name, the number and class of
shares,  and  the  par  value of such shares or a statement that such shares are
without  par  value. Each certificate shall be signed by the President or a Vice
President  and by the Secretary or an Assistant Secretary and may be sealed with
the  seal of the Corporation or a facsimile thereof Any or all of the signatures
on  a  certificate  may  be  facsimile.

     Section  2.     Legends.  The  Board  of Directors shall have the power and
                     -------
authority  to  provide that certificates representing shares of stock shall bear
such  legends,  including,  without  limitation,  such  legends  as the Board of
Directors  deems  appropriate  to  assure  that  the Corporation does not become
liable  for  violations  of federal or state securities laws or other applicable
law.

     Section  3.     Lost  Certificates.  The  Corporation  may  issue  a  new
                     ------------------
certificate  representing  shares in place of any certificate theretofore issued
by  the  Corporation,  alleged  to have been lost, stolen or destroyed, upon the
making of an affidavit of that fact by the person claiming the certificate to be
lost,  stolen  or  destroyed. The Board of Directors, in its discretion and as a
condition precedent to the issuance thereof, may require the owner of such lost,
stolen  or  destroyed certificate, or his legal representative, to advertise the
same in such manner as it shall require and/or to give the Corporation a bond in
such  form,  in  such  sum, and with such surety or sureties as it may direct as
indemnity  against  any  claim  that  may  be  made against the Corporation with
respect  to  the  certificate  alleged  to  have been lost, stolen or destroyed.

     Section  4.     Transfer  of Shares.  Shares of stock shall be transferable
                     -------------------
only  on  the books of the Corporation by the holder thereof in person or by his
duly  authorized  attorney.  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,  it  shall be the duty of the Corporation or the transfer agent of the
Corporation  to  issue  a new certificate to the person entitled thereto, cancel
the  old  certificate  and  record  the  transaction  upon  its  books.

<PAGE>

     Section  5.     Registered Stockholders.  The Corporation shall be entitled
                     -----------------------
to  treat  the holder of record of any share or shares of stock as the holder in
fact thereof, and, accordingly, shall not be bound to recognize any equitable or
other claim or interest in such share or shares on the part of any other person,
whether  or  not  it  shall  have  express  or  other  notice thereof, except as
otherwise  provided  by  law.

                                  ARTICLE VIII.

                               GENERAL PROVISIONS
                               ------------------

     Section  1.     Dividends.  The  directors,  subject  to  any  restrictions
                     ---------
contained  in  the  Certificate of Incorporation, may declare dividends upon the
shares  of  the  Corporation's  capital stock. Dividends may be paid in cash, in
property,  or  in  shares  of  the Corporation, subject to the provisions of the
General  Corporation  Law  of  Delaware  and  the  Certificate of Incorporation.

     Section  2.     Reserves.  By  resolution  of  the  Board of Directors, the
                     --------
directors  may set apart out of any of the funds of the Corporation such reserve
or  reserves  as  the  directors  from  time to time, in their discretion, think
proper  to  provide for contingencies, or to equalize dividends, or to repair or
maintain  any  property  of  the  Corporation, or for such other purposes as the
directors  shall  think  beneficial  to  the  Corporation, and the directors may
modify  or  abolish  any  such  reserve  in  the manner in which it was created.

     Section  3.     Checks.  All  checks  or demands for money and notes of the
                     ------
Corporation  shall be signed by such officer or officers or such other person or
persons  as  the  Board  of  Directors  may  from  time  to  time  designate.

     Section  4.     Fiscal  Year.  The  fiscal year of the Corporation shall be
                     ------------
fixed  by  resolution  of  the  Board  of  Directors.

     Section  5.     Seal.  The  corporate seal shall have inscribed thereon the
                     ----
name  of  the  Corporation.  Said  seal may be used by causing it or a facsimile
thereof  to  be  impressed  or  affixed  or  reproduced  or  otherwise.

     Section  6.     Indemnification.  The  Corporation  shall  indemnify  its
                     ---------------
directors, officers, employees and agents to the fullest extent permitted by the
General  Corporation  Law  of  Delaware  and  the  Certificate of Incorporation.

     Section  7.     Transactions  with  Directors and Officers.  No contract or
                     ------------------------------------------
other transaction between the Corporation and any other corporation and no other
act  of the Corporation shall, in the absence of fraud, be invalidated or in any
way  affected  by  the  fact  that  any  of the directors of the Corporation are
pecuniarily  or otherwise interested in such contract, transaction or other act,
or  are  directors  or  officers  of such other corporation. Any director of the
Corporation, individually, or any firm or corporation of which any such director
may  be  a  member,  may  be  a  party  to,  or  may be pecuniarily or otherwise
interested  in,  any  contract  or  transaction  of  the  Corporation; provided,
                                                                       --------
however,  that  the  fact  that  the  director,  individually,  or  the  firm or
corporation  is so interested shall be disclosed or shall have been known to the
Board  of Directors or a majority of such members thereof as shall be present at
any  annual  meeting  or at any special meeting, called for that purpose, of the
Board  of  Directors  at  which action upon any contract or transaction shall be
taken.  Any  director  of the Corporation who is so interested may be counted in
determining  the  existence of a quorum at any such annual or special meeting of
the  Board  of  Directors which authorizes such contract or transaction, and may
vote  thereat  to  authorize  such  contract  or transaction with like force and
effect  as  if he were not such director or officer of such other corporation or
not so interested. Every director of the Corporation is hereby relieved from any
disability which might otherwise prevent him from carrying out transactions with
or  contracting  with  the  Corporation  for the benefit of himself or any firm,
corporation,  trust  or organization in which or with which he may be in anywise
interested  or  connected.

<PAGE>

     Section  8.     Amendments.  These  Bylaws  may  be  altered,  amended,  or
                     ----------
repealed  or  new  bylaws  may be adopted by the stockholders or by the Board of
Directors  at any regular meeting of the stockholders or the Board of Directors,
at  any  special meeting of the stockholders or the Board of Directors if notice
of such alteration, amendment, repeal, or adoption of new bylaws be contained in
the  notice  of  such  special  meeting,  or  by written consent of the Board of
Directors  or  the  stockholders  without  a  meeting.

     Section  9.     Table  of  Contents;  Headings.  The  Table of Contents and
                     ------------------------------
headings used in these Bylaws have been inserted for convenience only and do not
constitute  matters  to  be  construed  in  interpretation.

<PAGE>

                                     ------
                            CERTIFICATE BY SECRETARY
                            ------------------------

     The  undersigned,  being the Secretary of the Corporation, hereby certifies
that the foregoing Amended and Restated Bylaws were duly adopted by the Board of
Directors  of  the  Corporation  effective  on  August  4,  1998.

     IN  WITNESS  WHEREOF, I have signed this certification as of the 4th day of
August,  1998.




                                   /s/  Richard  M.  Kelley
                                   ------------------------
                                   Richard  M.  Kelley,  Secretary

<PAGE>