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                           STANDARD FINANCIAL, INC.

                         AMENDED AND RESTATED BYLAWS


                          ARTICLE I -- STOCKHOLDERS

     SECTION 1. ANNUAL MEETING.

     An annual meeting of the stockholders, for the election of Directors to 
succeed those whose terms have expired and for the transaction of such other 
business as may properly come before the meeting, shall be held at such 
place, on such date, and at such time as the Board of Directors shall each 
year fix, which date shall be within thirteen (13) months subsequent to the 
later of the date of incorporation or the last annual meeting of the 
stockholders.

     SECTION 2. SPECIAL MEETINGS.

     Subject to the rights of the holders of any class or series of preferred 
stock of the Corporation, special meetings of stockholders of the Corporation 
may be called by either the Board of Directors pursuant to a resolution 
adopted by a majority of the total number of Directors that the Corporation 
would have if there were no vacancies on the Board of Directors (hereinafter 
the "Whole Board") or the Chairman of the Board of Directors.

  SECTION 3. NOTICE OF MEETINGS.

     Written notice of the place, date and time of all meetings of the 
stockholders shall be given, not less than ten (10) nor more than sixty (60) 
days before the date on which the meeting is to be held, to each stockholder 
entitled to vote at such meeting, except as otherwise provided herein or 
required by law (meaning, here and hereinafter, as required from time to time 
by the

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Delaware General Corporation Law or the Certificate of Incorporation of the 
Corporation).

     When a meeting is adjourned to another place, date or time, written 
notice need not be given of the adjourned meeting if the place, date and time 
thereof are announced at the meeting at which the adjourned meeting is taken; 
PROVIDED, HOWEVER, that if the date of any adjourned meeting is more than 
thirty (30) days after the date for which the meeting was originally fixed, 
or if a new record date is fixed for the adjourned meeting, written notice of 
the place, date and time of the adjourned meeting shall be given in 
conformity herewith.  At any adjourned meeting, any business may be 
transacted which might have been transacted at the original meeting.

     SECTION 4. WAIVER OF NOTICE.

     Notice of the time, place and purpose of any meeting of stockholders may 
be waived by a written waiver thereof, signed by the person entitled to 
notice.  Such waiver, whether before or after the time stated herein, shall 
be deemed equivalent to notice.  Attendance of a person at a meeting shall 
constitute a waiver of notice of such meeting, except when the person attends 
a meeting for the express purpose of objecting, at the beginning of the 
meeting, to the transaction of any business because the meeting is not 
lawfully called or convened.
 
    SECTION 5. QUORUM.

    At any meeting of the stockholders, the holders of a majority of all of 
the shares of the stock entitled to vote at the meeting, present in person or 
by proxy (after giving effect to the provisions of Article IV of the 
Corporation's Certificate of Incorporation), shall constitute a quorum for 
all purposes, unless or except to the extent that the presence of a larger 
number may be

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required by law.  Where a separate vote by a class or classes is required, a 
majority of the shares of such class or classes present in person or 
represented by proxy (after giving effect to the provisions of Article IV of 
the Corporation's Certificate of Incorporation) shall constitute a quorum 
entitled to take action with respect to that vote on that matter.

     If a quorum shall fail to attend any meeting, the chairman of the 
meeting or the holders of a majority of the shares of stock entitled to vote 
who are present, in person or by proxy, may adjourn the meeting to another 
place, date or time.

     SECTION 6. ORGANIZATION.

     The Chairman of the Board cf Directors shall preside at all meetings of 
the stockholders.  In the absence or inability to act of the Chairman, then 
the Chief Executive Officer, and President or a Vice President (in that 
order) shall preside, and in their absence or inability to act another person 
designated by one of them shall preside.  The Secretary of the Corporation 
shall act as secretary of each meeting of the stockholders.  In the event of 
his absence or inability to act, the chairman of the meeting shall appoint a 
person who need not be a stockholder to act as secretary of the meeting.

     SECTION 7. CONDUCT OF BUSINESS.

          (a)  Meetings of the stockholders shall be conducted in a fair 
manner but need not be governed by any prescribed rules of order.  The 
presiding officer's rulings on procedural matters shall be final.  The 
presiding officer is authorized to impose reasonable time limits on the 
remarks of individual stockholders and may take such steps as such officer 
may deem necessary or

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appropriate to assure that the business of the meeting is conducted in a fair 
and orderly manner.

     (b)  No business may be transacted at an annual meeting of stockholders, 
other than business that is either (i) specified in the notice of meeting (or 
any supplement thereto) given by or at the direction of the Board of 
Directors (or any duly authorized committee thereof), (ii) otherwise properly 
brought before the annual meeting by or at the direction of the Board of 
Directors (or any duly authorized committee thereof) or (iii) otherwise 
properly brought before the annual meeting by any stockholder of the 
Corporation (A) who is a stockholder of record on the date of the giving of 
the notice provided for in this Section 7(b) and on the record date for the 
determination of stockholders entitled to vote at such annual meeting and (B) 
who complies with the notice procedures set forth in this Section 7(b).

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

   To be timely, a stockholder's notice to the Secretary must be delivered to 
or mailed and received at the principal executive offices of the Corporation 
not less than one hundred twenty (120) days nor more than one hundred fifty 
(150) days prior to the anniversary date of the immediately preceding annual 
meeting of stockholders; PROVIDED, HOWEVER, that in the event that the annual 
meeting is called for a date that is not within thirty (30) days before or 
after such anniversary date, notice by the stockholder in order to be timely 
must be so received not later than the close of business on the tenth (10th) 
day following the day on which such notice

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of the date of the annual meeting was mailed or such public announcement of 
the date of the annual meeting was made, whichever first occurs.  In no event 
shall the public announcement of an adjournment of an annual meeting commence 
a new time period for the giving of a stockholder's notice as described above.

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

     No business shall be conducted at the annual meeting of stockholders 
except business brought before the annual meeting in accordance with the 
procedures set forth in this Section 7(b); PROVIDED, HOWEVER, that, once 
business has been properly brought before the annual meeting in accordance 
with such procedures, nothing in this Section 7(b) shall be deemed to 
preclude discussion by any stockholder of any such business.  If the 
presiding officer of an annual meeting determines that business was not 
properly brought before the annual meeting in accordance with the foregoing 
procedures, the presiding officer shall declare to the meeting that the 

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business was not properly brought before the meeting and such business shall 
not be transacted.

          (c)  Only persons who are nominated in accordance with the 
following procedures shall be eligible for election as directors of the 
Corporation, except as may be otherwise provided in the Certificate of 
Incor-poration of the Corporation with respect to the right of holders of 
preferred stock of the Corporation to nominate and elect a specified number 
of directors in certain circumstances.  Nominations of persons for election 
to the Board of Directors may be made at any annual meeting of stockholders 
(i) by or at the direction of the Board of Directors (or any duly authorized 
committee thereof) or (ii) by any stockholder of the Corporation (A) who is a 
stockholder of record on the date of the giving of the notice provided for in 
this Section 7(c) and on the record date for the determination of 
stockholders entitled to vote at such annual meeting and (B) who complies 
with the notice procedures set forth in this Section 7(c).

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

     To be timely, a stockholder's notice to the Secretary must be delivered 
to or mailed and received at the principal executive offices of the 
Corporation not less than one hundred twenty (120) days nor more than one 
hundred fifty (150) days prior to the anniversary date of the immediately 
preceding annual meeting of stockholders; PROVIDED, HOWEVER, that in the 
event that the annual meeting is called for a date that is not within thirty 
(30) days before or after such anniversary date, notice by the stockholder in 
order to be timely must be so received not later than the close of business 
on the

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tenth (10th) day following the day on which such notice of the date of the 
annual meeting was mailed or such public announcement of the date of the 
annual meeting was made, whichever first occurs.  In no event shall the 
public announcement of an adjournment of an annual meeting commence a new 
time period for the giving of a stockholder's notice as described above.

     To be in proper written form, a stockholder's notice to the Secretary 
must set forth (i) as to each person whom the stockholder proposes to 
nominate for election as a director (A) the name, age, business address and 
residence address of the person, (B) the principal occupation or employment 
of the person, (C) the class or series and number of shares of capital stock 
of the Corporation which are owned beneficially or of record by the person 
and (D) any other information relating to the person that would be required 
to be disclosed in a proxy statement or other filings required to be made in 
connection with solicitations of proxies for election of directors pursuant 
to Section 14 of the Securities Exchange Act of 1934, as amended (the 
"Exchange Act"), and the rules and regulations promulgated thereunder; and 
(ii) as to the stockholder giving the notice (A) the name and record address 
of such stockholder, (B) the class or series and number of shares of capital 
stock of the Corporation which are owned beneficially or of record by such 
stockholder, (C) a description of all arrangements or understandings between 
such stockholder and each proposed nominee and any other person or persons 
(including their names) pursuant to which the nomination(s) are to be made by 
such stockholder, (D) a representation that such stockholder intends to 
appear in person or by proxy at the meeting to nominate the persons named in 
its notice and (E) any other information relating to such stockholder that 
would be required to be disclosed in a proxy statement or other filings 
required to be made in connection with solicitations of proxies for election 
of

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directors pursuant to Section 14 of the Exchange Act and the rules and 
regulations promulgated thereunder.  Such notice must be accompanied by a 
written consent of each proposed nominee to being named as a nominee and to 
serve as a director if elected.

     No person shall be eligible for election as a director of the 
Corporation unless nominated in accordance with the procedures set forth in 
this Section 7(c).  If the presiding officer of the meeting determines that a 
nomination was not made in accordance with the foregoing procedures, the 
presiding officer shall declare to the meeting that the nomination was 
defective and such defective nomination shall be disregarded.

     Notwithstanding anything in the third paragraph of this Section 7(c) to 
the contrary, in the event that the number of directors to be elected to the 
Board of Directors of the Corporation is increased and there is no public 
announcement by the Corporation naming all of the nominees for director or 
specifying the size of the increased Board of Directors at least one hundred 
thirty (130) days prior to the first anniversary of the preceding year's 
annual meeting, a stockholder's notice required by this Bylaw shall also be 
considered timely, but only with respect to nominees for any new positions 
created by such increase, if it shall be delivered to the Secretary at the 
principal executive offices of the Corporation not later than the close of 
business on the tenth (10th) day following the day on which such public 
announcement is first made by the Corporation.

          (d)  For purposes of this Section 7, "public announcement" shall 
mean an announcement in a press release reported by the Dow Jones News 
Service, Associated Press or comparable national news service or in a 
document publicly filed by the Corporation with the

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Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the 
Exchange Act.

     SECTION 8. PROXIES AND VOTING.

     At any meeting of the stockholders, every stockholder entitled to vote 
may vote in person or by proxy authorized by an instrument in writing filed 
in accordance with the procedure established for the meeting.  Any facsimile 
telecommunication or other reliable reproduction of the writing or 
transmission created pursuant to this paragraph may be substituted for 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.

     When a quorum is precept at any meeting, the affirmative vote of the 
holders of a majority of the voting power of the stock then present shall 
decide any question brought before such meeting, unless the question is one 
upon which by express provision of applicable law, 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 such question.

     All voting, including on the election of Directors but excepting where 
otherwise required by law or by the governing documents of the Corporation, 
may be made by a voice vote; PROVIDED, HOWEVER, that upon demand thereof or 
by a stockholder entitled to vote or his or her proxy, a stock vote shall be 
taken.  Every stock vote shall be taken by ballot, each of which shall state 
the name of the stockholder or proxy voting and such other information as may 
be required under the procedures

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established for the meeting.  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 in-spectors 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 or her 
ability.

     All elections shall be determined by a plurality of the votes cast, and 
except as otherwise required by law or the Certificate of Incorporation, all 
other matters shall be determined by a majority of the votes cast.

     SECTION 9. STOCK LIST.

     A complete list of stockholders entitled to vote at any meeting of 
stockholders, arranged in alphabetical order for each class of stock and 
showing the address of each such stockholder and the number of shares 
registered in his or her name, shall be open to the examination of any such 
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 if not so specified, at the place 
where the meeting is to be held.

     The stock list shall also be kept at the place of the meeting during the 
whole time thereof and shall be open to the examination of any such 
stockholder who is present.  The list shall presumptively determine the

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identity of the stockholders entitled to vote at the meeting and the number 
of shares held by each of them.

     SECTION 10. CONSENT OF STOCKHOLDERS IN LIEU OF MEETING.

     Subject to the rights of the holders of any class or series of preferred 
stock of the Corporation, any action required or permitted to be taken by the 
stockholders of the Corporation must be effected at an annual or special 
meeting of stockholders of the Corporation and may not be effected by any 
consent in writing by such stockholders.


                         ARTICLE II -- BOARD OF DIRECTORS

     SECTION 1. GENERAL POWERS, NUMBER AND TERM OF OFFICE.

     The business and affairs of the Corporation shall be under the direction 
of its Board of Directors.  The exact number of Directors, consisting of not 
less than one (l) nor more than fifteen (15), shall be determined from time 
to time by resolution adopted by the affirmative vote of a majority of the 
Directors in office at the time of adoption of such resolution.  The Board of 
Directors shall annually elect a Chairman of the Board from among its members 
who shall, when present, preside at its meetings.

     SECTION 2. DIRECTORS.

     The number of Directors shall be fixed from time to time exclusively by 
the Board of Directors pursuant to a resolution adopted by a majority of the 
Whole Board.  The Directors shall be divided into three classes as Class I, 
Class II and Class III, respectively.  Each

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class shall consist, as nearly as may be possible, of one-third of the total 
number of Directors constituting the Whole Board.  At each annual meeting of 
the stockholders, successors to the class of Directors whose term expires at 
the annual meeting shall be elected for a three-year term.  If the number of 
Directors is changed, any increase or decrease shall be apportioned among the 
classes so as to maintain the number of Directors in each class as nearly 
equal as possible, but in no case shall a decrease in the number of Directors 
shorten the term of any incumbent Director.  A Director shall hold office 
until the annual meeting for the year in which the term expires and until his 
successor shall be elected and shall qualify; subject, however, to prior 
death, resignation, retirement, disqualification or removal from office.

     SECTION 3. AGE.

     No person 70 years of age or older on or before the date of the annual 
meeting of stockholders of the Corporation in any year shall be eligible for 
election, reelection, appointment or reappointment to the Board of Directors 
of the Corporation in that year.  In addition, no director shall serve beyond 
the date of the annual meeting of stockholders of the Corporation of the year 
immediately following his attainment of 70 years of age.

    SECTION 4. ADVISORY DIRECTORS.

    Advisory Directors may be appointed and their compensation for services 
(in an amount not to exceed those fees paid to voting Directors) shall be 
determined by resolution of the Board of Directors of the Corporation.  
Advisory Directors shall be available for consultation with and advice to the 
management of the Corporation.  Advisory Directors may attend meetings of the 

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Board of Directors, but shall have no vote on any matter acted upon by such 
Board.

     SECTION 5. VACANCIES AND NEWLY CREATED DIRECTORSHIPS.

     Subject to the rights of the holders of any class or series of Preferred 
Stock, and unless the Board of Directors otherwise determines, newly created 
directorships resulting from any increase in the authorized number of 
Directors or any vacancies in the Board of Directors resulting from death, 
resignation, retirement, disqualification, removal from office or other cause 
may be filled only by a majority vote of the Directors then in office, though 
less than a quorum, and Directors so chosen shall hold office for a term 
expiring at the annual meeting of stockholders at which the term of office of 
the class to which they have been elected expires and until such Director's 
successor shall have been duly elected and qualified.  No decrease in the 
number of authorized Directors constituting the Board shall shorten the term 
of any incumbent Director.

     SECTION 6. REGULAR MEETINGS.

     Regular meetings of the Board of Directors shall be held at such place 
or places, on such date or dates, and at such time or times as shall have 
been established by the Board of Directors and publicized among all 
Directors.  A notice of such regular meeting shall not be required.

     SECTION 7. SPECIAL MEETINGS.

     Special meetings of the Board of Directors may be called by one-third 
(1/3) of the Directors then in office (rounded upward to the nearest whole 
number), by the Chairman of the Board or the President, and shall be

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held at such place, on such date, and at such time as they, or he or she, 
shall fix.  Notice of the place, date, and time of each such meeting shall be 
given each Director by whom it is not waived by mailing written notice not 
less than five (5) days before the meeting or by telegraphing or telexing or 
by facsimile transmission of the same not less than twenty-four (24) hours 
before the meeting.  Unless otherwise indicated in the notice thereof, any 
and all business may be transacted at a special meeting.

     SECTION 8. QUORUM.

     At any meeting of the Board of Directors, a majority of the Whole Board 
shall constitute a quorum for all purposes.  If a quorum shall fail to attend 
any meeting, a majority of those present may adjourn the meeting to another 
place, date or time, without further notice or waiver thereof.

     SECTION 9. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE.

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

     SECTION 10. CONDUCT OF BUSINESS.

     At any meeting of the Board of Directors, business shall be transacted 
in such order and manner as the Board may from time to time determine, and 
all matters shall be determined by the vote of a majority of the Directors 
present, except as otherwise provided herein or

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required by law.  Action may be taken by the Board of Directors without a 
meeting if all members thereof consent thereto in writing, and the writing or 
writings are filed with the minutes of proceedings of the Board of Directors.

     SECTION 11. INTERESTED DIRECTORS.

     No contract or transaction between the Corporation and one or more of 
its Directors or Officers, or between the Corporation and any other 
corporation, partnership, association, or other organization in which one or 
more of its Directors or Officers are Directors or Officers, or have a 
financial interest, shall be void or voidable solely for this reason, or 
solely because the Director or Officer is present at or participates in the 
meeting of the Board of Directors or committee thereof which authorizes the 
contract or transaction, or solely because his or their votes are counted for 
such purpose, if (i) the material facts as to his or their relationship or 
interest and as to the contract or transaction are disclosed or are known to 
the Board of Directors or the committee, and the Board of Directors or 
committee in good faith authorizes the contract or transaction by the 
affirmative votes of a majority of the Disinterested Directors, even though 
the Disinterested Directors be less than a quorum; or (ii) the material facts 
as to his or their relationship or interest and as to the contract or 
transaction are disclosed or are known to the stock-holders entitled to vote 
thereon, and the contract or transaction is specifically approved in good 
faith by vote of the stockholders; or (iii) the contract or transaction is 
fair as to the Corporation as of the time it is authorized, approved or 
ratified by the Board of Directors, a committee thereof or the stockholders.  
Common or Interested Directors may be counted in determining the presence of 
a quorum at a meeting of the Board of Direc-

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tors or of a committee which authorizes the contract or transaction.

     SECTION 12. POWERS.

     The Board of Directors may, except as otherwise required by law, 
exercise all such powers and do all such acts and things as may be exercised 
or done by the Corporation, including, without limiting the generality of the 
foregoing, the unqualified power:

     (1)  To declare dividends from time to time in accordance with law;

     (2)  To purchase or otherwise acquire any property, rights or 
  privileges on such terms as it shall determine;

     (3)  To authorize the creation, making and issuance, in such form as 
  it may determine, of written obligations of every kind, negotiable or 
  non-negotiable, secured or unsecured, and to do all things necessary in 
  connection therewith;

     (4)  To remove any Officer of the Corporation with or without cause, 
  and from time to time devolve the powers and duties of any Officers upon any 
  other person for the time being;

     (5)  To confer upon any Officer of the Corporation the power to 
  appoint, remove and suspend subordinate Officers, employees and agents;

     (6)  To adopt from time to time such stock option, stock purchase, 
  bonus or other compensation plans for Directors, Officers, employees

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  and agents of the Corporation and its subsidiaries as it may determine;

     (7)  To adopt from time to time such insurance, retirement, and other 
  benefit plans for Directors, Officers, employees and agents of the Corporation
  and its subsidiaries as it may determine; and

     (8)  To adopt from time to time regulations, not inconsistent with 
  these Bylaws, for the management of the Corporation's business and affairs.

     SECTION 13. COMPENSATION OF DIRECTORS.

     Directors, as such, may receive, pursuant to resolution of the Board of 
Directors, fixed fees and other compensation for their services as Directors, 
including, without limitation, their services as members of committees of the 
Board of Directors.


                            ARTICLE III -- COMMITTEES

     SECTION 1. COMMITTEES OF THE BOARD OF DIRECTORS.

     The Board of Directors, by a vote of a majority of the Whole Board, may 
from time to time designate committees of the Board, with such lawfully 
delegable powers and duties as it thereby confers, to serve at the pleasure 
of the Board and shall, for these committees and any other provided for 
therein, elect a Director or Directors to serve as the member or members, and 
designate, if it desires, other Directors as alternate members who may 
replace any absent or disqualified member at any meeting of the Committee. 
Any such committee, to the

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extent allowed by law and provided in the resolution of the Board of 
Directors establishing such committee, shall have and may exercise all the 
powers and authority of the Board of Directors in the management of the 
business and affairs of the Corporation.  In the absence or disqualification 
of any member of any committee and any alternate member in his or her place, 
the member or members of the committee present at the meeting and not 
disqualified from voting, whether or not he or she or they constitute a 
quorum, may by unanimous vote appoint another member of the Board of 
Directors to act at the meeting in the place of the absent or disqualified 
member.

     SECTION 2. CONDUCT OF BUSINESS.

     Each committee may determine the procedural rules for meeting and 
conducting its business and shall act in accordance therewith, except as 
otherwise provided herein or required by law.  Adequate provisions shall be 
made for notice to members of all committees; one-third (1/3) of the members 
shall constitute a quorum unless the committee shall consist of one (1) or 
two (2) members, in which event one (1) member shall constitute a quorum; and 
all matters shall be determined by a majority vote of the members present.  
Action may be taken by any committee without a meeting if all members thereto 
consent thereto in writing, and the writing or writings are filed with the 
minutes of the proceedings of such committee.

     SECTION 3. NOMINATING COMMITTEE.

     The Board of Directors shall appoint a Nominating Committee of the Board 
of Directors, consisting of not less than three (3) members.  The Nominating 
Committee shall have authority to: (a) to review any nominations for election 
to the Board of Directors made by a stockholder of the Corporation pursuant 
to Section 7(c) of Article I of these Bylaws in order to determine 
com-
      
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pliance with such bylaw and (b) to recommend to the Whole Board nominees for 
election to the Board of Directors to replace those Directors whose terms 
expire at the annual meeting of stockholders next ensuing.


                            ARTICLE IV -- OFFICERS

     SECTION 1. GENERALLY.

          (a)  The Board of Directors as soon as may be practicable after the 
annual meeting of stockholders shall choose a Chairman of the Board, a Chief 
Executive Officer and President, one or more Vice Presidents, a Secretary and 
a Treasurer and from time to time may choose such other Officers as it may 
deem proper.  The Chairman of the Board shall be chosen from among the 
Directors.  Any number of offices may be held by the same person.

          (b)  The term of office of all Officers shall be until the next 
annual election of Officers and until their respective successors are chosen, 
but any Officer may be removed from office at any time by the affirmative 
vote of a majority of the authorized Directors then constituting the Board of 
Directors.

          (c)  All Officers chosen by the Board of Directors shall have such 
powers and duties as generally pertain to their respective offices, subject 
to the specific provisions of this Article IV.  Such Officers shall also have 
such powers and duties as from time to time may he conferred by the Board of 
Directors or by any committee thereof.

     SECTION 2. CHAIRMAN OF THE BOARD OF DIRECTORS.

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     The Chairman of the Board shall, subject to the provisions of these 
Bylaws and to the direction of the Board of Directors, serve in general 
executive capacity and unless the Board has designated another person, when 
present, shall preside at all meetings of the stockholders of the 
Corporation.  The Chairman of the Board shall perform all duties and have all 
powers which are commonly incident to the office of Chairman of the Board or 
which are delegated to him or her by the Board of Directors.  He or she shall 
have power to sign all stock certificates, contracts and other instruments of 
the Corporation which are authorized.

     SECTION 3. PRESIDENT AND CHIEF EXECUTIVE OFFICER.

     The President and Chief Executive Officer (the "President") shall have 
general responsibility for the management and control of the business and 
affairs of the Corporation and shall perform all duties and have all powers 
which are commonly incident to the offices of President and Chief Executive 
Officer or which are delegated to him or her by the Board of Directors.  
Subject to the direction of the Board of Directors, the President shall have 
power to sign all stock certificates, contracts and other instruments of the 
Corporation which are authorized and shall have general supervision of all of 
the other Officers (other than the Chairman of the Board), employees and 
agents of the Corporation.

     SECTION 4. VICE PRESIDENT.

     The Vice President or Vice Presidents shall perform the duties of the 
President in his absence or during his inability to act.  In addition, the 
Vice Presidents shall perform the duties and exercise the powers usually 
incident to their respective offices and/or such other duties and powers as 
may be properly

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assigned to them by the Board of Directors, the Chairman of the Board or the 
President.  A Vice President or Vice Presidents may be designated as 
Executive Vice President or Senior Vice President.

     SECTION 5. SECRETARY.

     The Secretary or Assistant Secretary shall issue notices of meetings, 
shall keep their minutes, shall have charge of the seal and the corporate 
books, and shall perform such other duties and exercise such other powers as 
are usually incident to such office and/or such other duties and powers as 
are properly assigned thereto by the Board of Directors, the Chairman of the 
Board or the President.  Subject to the direction of the Board of Directors, 
the Secretary shall have the power to sign all stock certificates.

     SECTION 6. TREASURER.

     The Treasurer shall be the Controller of the Corporation unless 
otherwise provided by the Board of Directors by resolution and shall have the 
responsibility for maintaining the financial records of the Corporation.  He 
or she shall make such disbursements of the funds of the Corporation as are 
authorized and shall render from time to time an account of all such 
transactions and the financial condition of the Corporation.  The Treasurer 
shall also perform such other duties as the Board of Directors may from time 
to time prescribe.  Subject to the direction of the Board of Directors, the 
Treasurer shall have the power to sign all stock certificates.

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     SECTION 7. ASSISTANT SECRETARIES AND OTHER OFFICERS.

     The Board of Directors may appoint one or more Assistant Secretaries and 
such other Officers who shall have such powers and shall perform such duties 
as are provided in these Bylaws or as may be assigned to them by the Board of 
Directors, the Chairman of the Board or the President.

     SECTION 8. ACTION WITH RESPECT TO SECURITIES OF OTHER CORPORATIONS.

     Unless otherwise directed by the Board of Directors, the President or 
any Officer of the Corporation authorized by the President shall have power 
to vote and otherwise act on behalf of the Corporation, in person or by 
proxy, at any meeting of stockholders of or with respect to any action of 
stockholders of any other corporation in which this Corporation may hold 
securities and otherwise to exercise any and all rights and powers which this 
Corporation may possess by reason of its ownership of such securities in such 
other corporation.


                                ARTICLE V -- STOCK

     SECTION 1. CERTIFICATES OF STOCK.

     Each stockholder shall be entitled to a certificate signed by, or in the 
name of the Corporation by, the Chairman of the Board or the President, and 
by the Secretary or an Assistant Secretary, or any Treasurer or Assistant 
Treasurer, certifying the number of shares owned by him or her.  Any or all 
of the signatures on the certificate may be a facsimile.

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     SECTION 2. TRANSFERS OF STOCK.

     Transfers of stock shall be made only upon the transfer books of the 
Corporation kept at an office of the Corporation or by transfer agents 
designated to transfer shares of the stock of the Corporation.  Except where 
a certificate is issued in accordance with Section 4 of Article V of these 
Bylaws, an outstanding certificate of the number of shares involved shall be 
surrendered or cancellation before a new certificate is issued therefor.

     SECTION 3. RECORD DATE.

     In order that the Corporation may determine the stockholders entitled to 
notice of or to vote at any meeting of stockholders, or to receive payment of 
any dividend or other distribution or allotment of any rights or 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 on which the 
resolution fixing the record date is adopted and which record date shall not 
be more than sixty (60) nor less than ten (10) days before the date of any 
meeting of stockholders, nor more than sixty (60) days prior to the time for 
such other action as hereinbefore described; PROVIDED, HOWEVER, that 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 next day preceding the day on which the meeting is held; and, 
for determining stockholders entitled to receive payment of any dividend or 
other distribution or allotment or rights or to exercise any rights of 
change, conversion or exchange of stock or for any

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other purpose, the record date shall be at the close of business on the day 
on which the Board of Directors adopts a resolution relating thereto.

     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 
dace for the adjourned meeting.

     SECTION 4. LOST, STOLEN OR DESTROYED CERTIFICATES.

     In the event of the loss, theft or destruction of any certificate of 
stock, another may be issued in its place pursuant to such regulations as the 
Board of Directors may establish concerning proof of such loss, theft or 
destruction and concerning the giving of a satisfactory bond or bonds or 
indemnity.

     SECTION 5. REGULATIONS.

     The issue, transfer, conversion and registration of certificates of 
stock shall be governed by such other regulations as the Board of Directors 
may establish.

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                             ARTICLE VI -- NOTICES

     SECTION 1. NOTICES.

     Except as otherwise specifically provided herein or required by law, all 
notices required to be given to any stockholder, Director, Officer, employee 
or agent shall be in writing and may in every instance be effectively given 
by hand delivery to the recipient thereof, by depositing such notice in the 
mails, postage paid, or by sending such notice by prepaid telegram or 
mailgram or other courier.  Any such notice shall be addressed to such 
stockholder, Director, Officer, employee or agent at his or her last known 
address as the same appears on the books of the Corporation.  The time when 
such notice is received, if hand delivered, or dispatched, if delivered 
through the mails or by telegram or other courier, shall be the time of the 
giving of the notice.

     SECTION 2. WAIVERS.

     A written waiver of any notice, signed by a stockholder, Director, 
Officer, employee or agent, whether before or after the time of the event for 
which notice is to be given, shall be deemed equivalent to the notice 
required to be given to such stockholder, Director, Officer, employee or 
agent.  Neither the business nor the purpose of any meeting need be specified 
in such a waiver.

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                            ARTICLE VII -- MISCELLANEOUS

     SECTION 1. FACSIMILE SIGNATURES.

     In addition to the provisions for use of facsimile signatures elsewhere 
specifically authorized in these Bylaws, facsimile signatures of any Officer 
or Officers of the Corporation may be used whenever and as authorized by the 
Board of Directors or a committee thereof.

     SECTION 2. CORPORATE SEAL.

     The Board of Directors may provide a suitable seal, containing the name 
of the Corporation, which seal shall be in the charge of the Secretary.  If 
and when so directed by the Board of Directors or a committee thereof, 
duplicates of the seal may be kept and used by the Treasurer or by an 
Assistant Secretary or Assistant Treasurer.

     SECTION 3. RELIANCE UPON BOOKS, REPORTS AND RECORDS.

     Each Director, each member of any committee designated by the Board of 
Directors, and each Officer of the Corporation shall, in the performance of 
his or her duties, be fully protected in relying in good faith upon the books 
of account or other records of the Corporation and upon such information, 
opinions, reports or statements presented to the Corporation by any of its 
Officers or employees, or committees of the Board of Directors so designated, 
or by any other person as to matters which such Director or committee member 
reasonably believes are within such other person's professional or expert 
competence and who has been selected with reasonable care by or on behalf of 
the Corporation.

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     SECTION 4. FISCAL YEAR.

     The fiscal year of the Corporation shall be fixed by the Board of 
Directors.

     SECTION 5. TIME PERIODS.

     In applying any provision of these Bylaws which requires that an act be 
done or not done by a specified number of days prior to an event or that an 
act done during a period of a specified number of days prior to an event, 
calendar days shall be used, and the day of the doing of the act shall be 
excluded, and the day of the event shall be included.


                            ARTICLE VIII -- AMENDMENTS

     These Bylaws may be altered, amended or repealed, in whole or in part, 
or new Bylaws may be adopted, by the stockholders or by the Board of 
Directors; PROVIDED, HOWEVER, that notwithstanding any other provisions of 
the Bylaws or any provision of law which may otherwise permit a lesser vote 
or no vote, but in addition to any affirmative vote of the holders of any 
particular class or series of the voting stock required by law, the 
Certificate of Incorporation, any Preferred Stock Designation or these 
Bylaws, the affirmative votes of the holders of at least 80% of the voting 
power of all the then outstanding shares of the Voting Stock, voting together 
as a single class, shall be required to alter, amend or repeal any provisions 
of these Bylaws.
 
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