BYLAWS
                                       OF
                         TELEBANC FINANCIAL CORPORATION

1.           OFFICES.

             1.1.  REGISTERED OFFICE.

             The  initial  registered  office  of the  Corporation  shall  be in
Wilmington,  Delaware,  and the initial registered agent in charge thereof shall
be Corporation Service Company.

             1.2.  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 as may be necessary or useful in connection  with the
business of the Corporation.

2.           MEETINGS OF STOCKHOLDERS.

             2.1.  PLACE OF MEETINGS.

             All meetings of the stockholders shall be held at such place as may
be fixed from time to time by the Board of Directors, the Chairman of the Board,
or the  President  and stated in the  notice of  meeting  or in a duly  executed
waiver of notice thereof.

             2.2.  ANNUAL MEETINGS.

             The  Corporation  shall hold annual meetings of stockholders on the
first  Wednesday  in May at 11 a.m.  or at such  other date and time as shall be
designated  from time to time by the Board of  Directors,  the  Chairman  of the
Board or the President at which  stockholders shall elect directors and transact
such other business as may properly be brought before the meeting.

             2.3.  SPECIAL MEETINGS.

             Special  meetings  of the  stockholders  for  any  purpose,  unless
otherwise  prescribed  by  statute,  may  be  called  only  as  provided  in the
Corporation's  Certificate of  Incorporation,  as amended from time to time (the
"Certificate of  Incorporation").  Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.


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             2.4.  NOTICE OF MEETINGS.

             Notice of any meeting of stockholders,  stating the place, date and
hour of the meeting and the purpose or purposes for which the meeting is called,
shall be given to each  stockholder  entitled  to vote at such  meeting not less
than 10 days nor more than 60 days before the date of the meeting (except to the
extent that such notice is waived or is not  required as provided in the General
Corporation  Law of the State of Delaware  (the  "Delaware  General  Corporation
Law")).  Such  notice  shall be given in  accordance  with,  and shall be deemed
effective  as set  forth  in,  Section  222 (or any  successor  section)  of the
Delaware General Corporation Law.

             2.5.  WAIVERS OF NOTICE.

             Whenever  the  giving of any notice is  required  by  statute,  the
Certificate of Incorporation  or these Bylaws, a waiver thereof,  in writing and
delivered to the  Corporation,  signed by the person or persons entitled to said
notice,  whether  before or after the event as to which such notice is required,
shall be deemed  equivalent to notice.  Attendance of a stockholder at a meeting
shall  constitute  a waiver  of  notice  (a) of such  meeting,  except  when the
stockholder  at the  beginning of the meeting  objects to holding the meeting or
transacting  business at the meeting,  and (b) of  consideration of a particular
matter at the meeting  that is not within the purpose or purposes  described  in
the meeting notice,  unless the stockholder objects to considering the matter at
the beginning of the meeting.

             2.6.  BUSINESS AT ANNUAL MEETING.

             At an annual meeting of the stockholders,  only such business shall
be  conducted as shall have been  properly  brought  before the  meeting.  To be
properly brought before an annual meeting, business must be (a) specified in the
notice of meeting (or any  supplement  thereto)  given by or at the direction of
the Board of Directors,  (b) otherwise properly brought before the meeting by or
at the  direction of the Board of Directors or (c)  otherwise  properly  brought
before the meeting by a stockholder.

             For business to be properly  brought  before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the  Secretary.  To be timely,  a  stockholder's  notice must be received at the
principal executive offices of the Corporation no later than the date designated
for receipt of stockholders'  proposals in a prior public disclosure made by the
Corporation.  If there  has been no such  prior  public  disclosure,  then to be
timely,  a  stockholder's  notice must be delivered to or mailed and received at
the principal  executive  offices of the  Corporation  not less than 60 days nor
more than 90 days prior to the annual meeting;  provided,  however,  that in the
event that less than 70 days' notice of the date of the annual  meeting is given
to stockholders  or prior public  disclosure of the date of the meeting is made,
notice by the stockholder to be timely must be so


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received not later than the close of business on the 10th day  following the day
on which such notice of the date of the annual meeting was mailed or such public
disclosure was made. A stockholder's  notice to the Secretary shall set forth as
to each matter the stockholder proposes to bring before the annual meeting (a) 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,  (b)
the  name  and  address,  as they  appear  on the  Corporation's  books,  of the
stockholder  proposing such business,  (c) the class and number of shares of the
Corporation  which are beneficially  owned by the stockholder,  (d) any material
interest  of the  stockholder  in such  business  and (e) the  same  information
required by clauses (b), (c) and (d) above with respect to any other stockholder
that, to the knowledge of the stockholder proposing such business, supports such
proposal.  Notwithstanding anything in these Bylaws to the contrary, no business
shall be conducted at an annual meeting except in accordance with the procedures
set forth in this Section  2.6.  The  Chairman of the Board shall,  if the facts
warrant,  determine and declare to the annual  meeting that a matter of business
was not properly brought before the meeting in accordance with the provisions of
this Section 2.6,  and if the  Chairman of the Board  should so  determine,  the
Chairman of the Board shall so declare to the meeting and any such  business not
properly brought before the meeting shall not be transacted.

             2.7.  LIST OF STOCKHOLDERS.

             After the record date for a meeting of stockholders has been fixed,
at least 10 days  before such  meeting,  the officer who has charge of the stock
ledger of the Corporation shall make a list of all stockholders entitled to vote
at the meeting,  arranged in alphabetical  order and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the  examination of any  stockholder  for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
10 days prior to the meeting, either at a place in the city where the meeting is
to be held,  which place is to be specified in the notice of the meeting,  or at
the place  where the  meeting  is to be held.  Such  list  also  shall,  for the
duration of the  meeting,  be produced and kept open to the  examination  of any
stockholder who is present at the time and place of the meeting.

             2.8.  STOCK LEDGER.

             The stock ledger of the  Corporation  shall be the only evidence as
to who are the stockholders entitled to examine the list required by Section 2.7
above or to vote in person or by proxy at any meeting of stockholders.


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             2.9.  QUORUM AT MEETINGS.

             Stockholders  may take  action on a matter  at a meeting  only if a
quorum  exists with  respect to that  matter.  Except as  otherwise  provided by
statute or by the Certificate of Incorporation, the holders of a majority of the
stock issued and  outstanding  and entitled to vote at the meeting,  and who are
present in person or  represented  by proxy,  shall  constitute  a quorum at all
meetings of the  stockholders  for the transaction of business.  Once a share is
represented  for any  purpose at a meeting  (other  than solely to object (a) to
holding  the  meeting  or  transacting   business  at  the  meeting  or  (b)  to
consideration  of a  particular  matter at the  meeting  that is not  within the
purpose or purposes  described in the meeting notice),  it is deemed present for
quorum purposes for the remainder of the meeting and for any adjournment of that
meeting  unless a new record date is or must be set for the  adjourned  meeting.
The holders of a majority of the voting shares represented at a meeting, whether
or not a quorum is present,  may adjourn such meeting from time to time. At such
adjourned  meeting  at  which a quorum  shall be  present  or  represented,  any
business may be  transacted  which might have been  transacted at the meeting as
originally noticed. If the adjournment is for more than 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 entitled to vote at the
meeting.

             2.10.  VOTING AND PROXIES.

             Unless otherwise  provided in the Delaware General  Corporation Law
or in the Certificate of  Incorporation,  and subject to the other provisions of
these Bylaws,  each stockholder shall be entitled to one vote on each matter, in
person or by proxy, for each share of the  Corporation's  capital stock that has
voting  power  and that is held by such  stockholder  and such  number of votes,
including  multiple or fractional votes, as may be provided by resolution of the
Board of Directors  for each share of serial  preferred  stock  entitled to vote
thereat held by such  stockholder.  Proxies  solicited on behalf of the Board of
Directors  shall be voted as directed by the  stockholder  or, in the absence of
such direction,  as determined by a majority of the Board of Directors. No proxy
shall be voted or acted upon after three  years from its date,  unless the proxy
provides for a longer  period.  A duly  executed  appointment  of proxy shall be
irrevocable if the  appointment  form 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.

           2.11.    REQUIRED VOTE.

           If a  quorum  exists,  any  matter  brought  before  any  meeting  of
stockholders  (other  than the  election of  directors)  shall be decided by the
affirmative  vote of the  majority of the votes cast on the  matter,  unless the
Certificate of Incorporation  or the Delaware  General  Corporation Law or these
Bylaws requires a greater number


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of  affirmative  votes (in which case such different  requirement  shall apply).
Directors  shall be  elected  by a  plurality  of the votes  cast by the  shares
entitled to vote in the election (provided a quorum exists), and the election of
directors  need  not be by  written  ballot.  The  Board  of  Directors,  in its
discretion,  may require  that any votes cast at such  meeting  shall be cast by
written ballot.

           2.12.    ACTION WITHOUT A MEETING.

           Any action  required or permitted to be taken by the  stockholders of
the  Corporation  must be effected at a duly called annual or special meeting of
stockholders,  and  may  not be  effected  by any  consent  in  writing  by such
stockholders,  unless  such  written  consent is  unanimous,  and the writing or
writings are  delivered to the  Corporation  for inclusion in the Minute Book of
the Corporation.

           2.13.  VOTING OF SHARES IN THE NAME OF TWO OR MORE PERSONS.

           If shares or other securities  having voting power stand of record in
the names of two or more persons, whether fiduciaries, members of a partnership,
joint tenants,  tenants in common,  tenants by the entirety or otherwise,  or if
two or more persons have the same  fiduciary  relationship  respecting  the same
shares,  unless the secretary of the  Corporation is given written notice to the
contrary and is furnished with a copy of the instrument or order appointing them
or creating the relationship wherein it is so provided,  their acts with respect
to voting shall have the following effect: (a) if only one votes, his or her act
binds all;  (b) if more than one vote,  the act of the  majority so voting binds
all; (c) if more than one vote,  but the vote is evenly split on any  particular
matter, each fraction may vote the securities in question proportionally, or any
person voting the shares,  or a  beneficiary,  if any, may apply to the Court of
Chancery of the State of  Delaware or such other court as may have  jurisdiction
to appoint an  additional  person to act with the  persons so voting the shares,
which shall then be voted as  determined  by a majority of such  persons and the
person  appointed by the Court.  If the  instrument so filed shows that any such
tenancy is held in unequal interests,  a majority or even-split for the purposes
of this Section 2.13 shall be a majority or even-split in interest.

           2.14.  VOTING OF SHARES BY CERTAIN HOLDERS.

           Shares  standing in the name of another  corporation  may be voted by
any officer, agent or proxy as the bylaws of such corporation may prescribe,  or
in the absence of such provision,  as the board of directors of such corporation
may  determine.   Shares  held  by  an  administrator,   executor,  guardian  or
conservator may be voted by him or her, but no trustee shall be entitled to vote
shares  held by such  trustee  without a transfer of such shares into his or her
name.  Shares  standing in the name of a receiver may be voted by such receiver,
and shares held


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by or under the control of a receiver may be voted by such receiver  without the
transfer  into  his  or  her  name  if  authority  so to do is  contained  in an
appropriate  order of the court or other public authority by which such receiver
was appointed.

           A stockholder whose shares are pledged shall be entitled to vote such
shares  unless in the  transfer by the  pledgor on the books of the  Corporation
such stockholder has expressly  empowered the pledgee to vote thereon,  in which
case only the pledgee,  or his or her proxy,  may represent  such stock and vote
thereon.

           Neither treasury shares of its own stock held by the Corporation, nor
shares held by another corporation, if a majority of the shares entitled to vote
for  the  election  of  directors  of such  other  corporation  are  held by the
Corporation,  shall be voted at any meeting or counted in determining  the total
number of outstanding shares at any given time for purposes of any meeting.

           2.15.    INSPECTORS OF ELECTION.

           In advance of any meeting of stockholders,  the Chairman of the Board
or the  President  shall  appoint one or more  inspectors  of  election  and any
substitute  inspectors to act at the meeting or any  adjournment  thereof.  Each
inspector,  before entering upon the discharge of his or her duties,  shall take
and sign an oath  faithfully  to execute the duties of inspector at such meeting
with strict  impartiality  and according to the best of his or her ability.  The
inspectors  shall  determine the number of shares of stock  outstanding  and the
voting  power of each,  the  shares of stock  represented  at the  meeting,  the
existence of a quorum, the validity and effect of proxies and ballots, and shall
receive  votes,  ballots or consents,  hear and  determine  all  challenges  and
questions  arising in connection with the right to vote,  count and tabulate all
votes,  ballots or consents,  determine  the result,  determine and retain for a
reasonable  period a record of the  disposition  of any  challenges  made to any
determination  by the inspectors,  certify their  determination of the number of
shares represented at the meeting, and their count of all votes and ballots, and
do such acts as are proper to conduct the election or vote with  fairness to all
stockholders. The inspectors may appoint and retain other persons or entities to
assist the  inspectors in the  performance of the duties of the  inspectors.  On
request of the person  presiding at the  meeting,  the  inspectors  shall make a
report in writing of any  challenge,  question or matter  determined by them and
execute a certificate of any fact found by them.

3.           DIRECTORS.

             3.1.   POWERS.

             The business and affairs of the Corporation  shall be managed by or
under the  direction  of the Board of  Directors,  which may  exercise  all such
powers of the Corporation and do all such lawful acts and things, subject to any
limitation set


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forth in the  Certificate  of  Incorporation,  these Bylaws or agreements  among
stockholders which are otherwise lawful.

             3.2.   NUMBER AND ELECTION.

             The number of  directors  which  shall  constitute  the whole board
shall  not be  fewer  than six nor more  than  nine.  Within  the  limits  above
specified,  the number of directors  shall be  determined  by  resolution of the
Board of Directors.  Directors  shall be elected only by  stockholders at annual
meetings of  stockholders,  other than the initial board of directors and except
as  provided in Section 3.3 hereof in the case of  vacancies  and newly  created
directorships.  Each  director  elected shall hold office for the term for which
such  director is elected  and until such  director's  successor  is elected and
qualified or until such director's earlier resignation or removal.

             3.3.   VACANCIES.

             Vacancies  and  newly  created  directorships  resulting  from  any
increase  in the  authorized  number  of  directors  shall  be  filled,  for the
unexpired  term, by the  concurring  vote of a majority of the directors then in
office,  whether or not a quorum,  and any  director so chosen shall hold office
for the  remainder  of the full term of the class of  directors in which the new
directorship  was  created or the  vacancy  occurred  and until such  director's
successor shall have been elected and qualified or until such director's earlier
death, resignation or removal.

             3.4.   CLASSES; TERMS OF OFFICE.

             Unless otherwise provided in the Certificate of Incorporation,  the
Board of Directors shall divide the directors into three classes;  and, when the
number of directors is changed,  shall  determine  the class or classes to which
the increased or decreased  number of directors shall be apportioned;  provided,
however,  that no decrease in the number of  directors  shall affect the term of
any director then in office.  At each annual meeting of stockholders,  directors
elected to succeed those whose terms are expiring shall be elected for a term of
office  expiring at the annual  meeting of  stockholders  held in the third year
following their election and until their  respective  successors are elected and
qualified, or until such director's earlier death, resignation or removal.

             3.5.   NOMINATION OF DIRECTORS.

             Nominations  of persons for election to the Board of Directors  may
be made by the Board of  Directors,  or by any  stockholder  of the  Corporation
entitled  to vote for the  election  of  directors  at the  annual  meeting  who
complies with the notice  procedures set forth in this Section 3.5.  Nominations
by  stockholders  shall be made  pursuant  to timely  notice in  writing  to the
Secretary. To be timely, a stockholder's


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notice shall be received at the principal  executive  offices of the Corporation
no later than the date  designated for receipt of  stockholders'  proposals in a
prior public disclosure made by the Corporation. If there has been no such prior
public  disclosure,  then  to be  timely,  a  stockholder's  nomination  must be
delivered to or mailed and received at the  principal  executive  offices of the
Corporation  not less  than 60 days nor more  than 90 days  prior to the  annual
meeting; provided,  however, that in the event that less than 70 days' notice of
the date of the meeting is given to stockholders  or prior public  disclosure of
the date of the meeting is made,  notice by the stockholder to be timely must be
so received not later than the close of business on the 10th day  following  the
day on which such  notice of the date of the annual  meeting  was mailed or such
public disclosure was made. Such stockholder's  notice shall set forth (a) as to
each  person  whom  the  stockholder   proposes  to  nominate  for  election  or
re-election as a director,  (i) the name,  age,  business  address and residence
address of such person,  (ii) the  principal  occupation  or  employment of such
person,  (iii)  the class and  number  of  shares of the  Corporation  which are
beneficially  owned by such person,  and (iv) any other information  relating to
such person that is required to be  disclosed  in  solicitations  of proxies for
election  of  directors,  or is  otherwise  required,  in each case  pursuant to
Regulation 14A under the Securities  Exchange Act of 1934, as amended (including
without  limitation  such person's  written  consent to being named in the proxy
statement as a nominee and to serving as a director if  elected);  and (b) as to
the  stockholder  giving notice (i) the name and address,  as they appear on the
Corporation's books, of the stockholder proposing such nomination,  and (ii) the
class and number of shares of the Corporation  which are  beneficially  owned by
the stockholder.  At the request of the Board of Directors, any person nominated
by the Board of  Directors  for  election  as a  director  shall  furnish to the
Secretary that information required to be set forth in a stockholder's notice of
nomination  which  pertains to the  nominee.  No person  shall be  eligible  for
election as a director of the  Corporation  unless  nominated in accordance with
the  procedures  set forth in this Section 3.5. The Chairman of the Board shall,
if the facts  warrant,  determine  and  declare  to the  annual  meeting  that a
nomination  was not made in accordance  with the provisions of this Section 3.5,
and if the Chairman of the Board should so determine,  the Chairman of the Board
shall  so  declare  to  the  meeting  and  the  defective  nomination  shall  be
disregarded.

             3.6.   MEETINGS.

                      (a)  REGULAR MEETINGS.

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


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                      (b)   SPECIAL MEETINGS.

             Special  meetings  of the Board of  Directors  may be called by the
Chairman of the Board,  President  or any two  directors  on one day's notice to
each director,  either personally or by telephone,  express delivery service (so
that the scheduled delivery date of the notice is at least one day in advance of
the meeting),  telegram or facsimile  transmission,  and on five days' notice by
mail  (effective  upon deposit of such notice in the mail).  The notice need not
describe the purpose of a special meeting.

                      (c)  TELEPHONE MEETINGS.

             Members of the Board of Directors may  participate  in a meeting of
the  Board  of   Directors   by  means  of   conference   telephone  or  similar
communications  equipment  by means of which  all  participating  directors  can
simultaneously hear each other during the meeting. A director participating in a
meeting by this means is deemed to be present in person at the meeting.

                      (d)  ACTION WITHOUT MEETING.

             Any action  required or permitted to be taken at any meeting of the
Board of Directors may be taken without a meeting if all members of the Board of
Directors consent thereto in writing,  and the writing or writings are delivered
to the Corporation for inclusion in the Minute Book of the Corporation.

                      (e)    WAIVER OF NOTICE OF MEETING; PRESUMPTION OF
                             ASSENT.

             A  director  may  waive  any  notice   required  by  statute,   the
Certificate of  Incorporation  or these Bylaws before or after the date and time
stated in the notice.  Except as set forth below, the waiver must be in writing,
signed by the director entitled to the notice,  and delivered to the Corporation
for  inclusion  in the  Minute  Book  of the  Corporation.  Notwithstanding  the
foregoing,  a director's  attendance at or participation in a meeting waives any
required  notice to the  director  of the  meeting  unless the  director  at the
beginning of the meeting objects to holding the meeting or transacting  business
at the meeting and does not thereafter vote for or assent to action taken at the
meeting.  A director who is present at a meeting is presumed to have assented to
any action  taken unless such  director  enters a dissent or  abstention  in the
minutes of the  meeting or files a written  dissent to such action no later than
five days after such  director  receives a copy of the  minutes of the  meeting,
provided  that the right to dissent  shall not apply to a director  who votes in
favor of such action.


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                      (f)   QUORUM AND VOTE AT MEETINGS.

             At all meetings of the Board of Directors, a quorum of the Board of
Directors  consists of a majority of the total  number of  directors  prescribed
pursuant to Section 3.2 hereof  (or, if no number is  prescribed,  the number in
office  immediately  before the meeting  begins).  The vote of a majority of the
directors  present at any meeting at which there is a quorum shall be the act of
the Board of  Directors,  except as may be  otherwise  specifically  provided by
statute  or by the  Certificate  of  Incorporation  or by these  Bylaws.  In the
absence of a quorum for any meeting of the Board of Directors, a majority of the
directors  present  thereat may adjourn such meeting from time to time,  without
notice other than announcement at the meeting, until a quorum shall be present.

             3.7.  COMPENSATION OF DIRECTORS.

             The  Board  of  Directors  shall  have  the  authority  to fix  the
compensation of directors.  The directors may be paid their reasonable expenses,
if any, of  attendance at each meeting of the Board of Directors and may be paid
a  reasonable  fixed sum for actual  attendance  at each meeting of the Board of
Directors.  No such  payment  shall  preclude  any  director  from  serving  the
Corporation in any other capacity and receiving compensation  therefor.  Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

             3.8.  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 her or their votes are counted for such
purpose if: (a) the  material  facts as to his or her 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 (b) the  material  facts  as to his or her or their
relationship  or interest and as to the contract or transaction are disclosed to
or are known by the stockholders  entitled to vote thereon,  and the contract or
transaction is specifically  approved in good faith by vote of the stockholders;
or (c) the contract or transaction is fair as to the  Corporation as of the time
it is  authorized,  approved or ratified by the board of directors,  a committee
thereof or the  stockholders.  Common or interested  directors may be counted in
determining the presence of a


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quorum at a meeting of the Board of Directors or of a committee which authorizes
the contract or transaction.

             3.9.  RESIGNATION.

             Any director may resign at any time by sending a written  notice of
such  resignation  to  the  Chairman  of  the  Board  or  the  President  of the
Corporation.  Unless otherwise  specified  therein such  resignation  shall take
effect upon receipt thereof by the Chairman of the Board or the President.  More
than three consecutive absences from regular meetings of the Board of Directors,
unless  excused by  resolution of the Board of  Directors,  shall  automatically
constitute a  resignation,  effective  when such  resignation is accepted by the
Board of Directors.

4.           COMMITTEES.

             4.1.   CREATION OF COMMITTEES.

             The  Board  of  Directors  may by  resolution  create  one or  more
committees and appoint  members of the Board of Directors to serve on them. Each
committee may have one or more  members,  who serve at the pleasure of the Board
of Directors.  The Board of Directors  shall  establish an Audit Committee and a
Stock  Option  Committee,  composed in each case only of  directors  who are not
employees  of the  Corporation  or any  subsidiary  thereof.  The  creation of a
committee  and  appointment  of members to it shall be approved by a majority of
all the  directors in office when the action is taken,  whether or not a quorum.
The  designation of any committee  pursuant to this Article 4 and the delegation
of authority thereto shall not operate to relieve the Board of Directors, or any
director,  of any  responsibility  imposed by law or regulation.  The same rules
that govern meetings,  action without meetings, notice and waiver of notice, and
quorum and voting requirements of the Board of Directors apply to committees and
their members as well.

             4.3.  EXECUTIVE COMMITTEE.

             The  Board of  Directors  may by  resolution  designate  the  chief
executive  officer and two or more other  directors to  constitute  an Executive
Committee.  The chairman of the Executive  Committee  shall be designated by the
Board of Directors.  The Executive  Committee may fix its own rules of procedure
which shall not be inconsistent with these Bylaws. It shall keep regular minutes
of its  proceedings  and report the same to the full Board of Directors  for its
information at the meeting  thereof held next after the  proceedings  shall have
taken  place.  Subject  to  Section  4.4  below,  each  member of the  Executive
Committee  shall hold office until the next annual regular  meeting of the Board
of Directors  following his or her designation and until his or her successor is
designated as a member of the Executive Committee.


<PAGE>



             4.2.  EXECUTIVE COMMITTEE AUTHORITY.

             The  Executive  Committee,  when the Board of  Directors  is not in
session,  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,
and may authorize the seal of the  Corporation to be affixed to all papers which
may require it,  except to the extent,  if any,  that such powers and  authority
shall be limited by the  resolution  appointing  the  Executive  Committee;  and
except also that the Executive  Committee  shall not have the power or authority
of the  Board of  Directors  with  reference  to  amending  the  Certificate  of
Incorporation; adopting an agreement of merger or consolidation; recommending to
the stockholders the sale, lease or exchange of all or substantially  all of the
Corporation's   property  and  assets;   recommending  to  the   stockholders  a
dissolution of the  Corporation  or a revocation of a dissolution;  amending the
Bylaws of the Corporation;  filling a vacancy or creating a new directorship; or
approving a transaction in which any member of the such  committee,  directly or
indirectly,  has any material beneficial interest;  and unless the resolution or
Bylaws expressly so provide, the Executive Committee shall not have the power or
authority  to  declare a  dividend  or to  authorize  the  issuance  of stock or
securities convertible into or exercisable for stock.

             4.4.   RESIGNATION AND REMOVAL.

                  Any member of the  Executive  Committee  may be removed at any
time with or without cause by resolution adopted by a majority of the full Board
of  Directors.  Any  member  of the  Executive  Committee  may  resign  from the
Executive  Committee at any time by giving written notice to the Chairman of the
Board or the President of the Corporation.  Unless otherwise  specified therein,
such  resignation  shall  take  effect  upon  receipt.  The  acceptance  of such
resignation shall not be necessary to make it effective.

5.           OFFICERS.

             5.1.   POSITIONS.

             The officers of the Corporation shall be a Chairman of the Board, a
President,  and a Secretary,  and such other  officers as the Board of Directors
(or an  officer  authorized  by the  Board of  Directors)  from time to time may
appoint,  including one or more Vice Chairmen,  Executive Vice Presidents,  Vice
Presidents,  Assistant Secretaries and Assistant  Treasurers.  Each such officer
shall  exercise  such powers and perform such duties as shall be set forth below
and such other  powers and duties as from time to time may be  specified  by the
Board of Directors or by any officer(s)  authorized by the Board of Directors to
prescribe the duties of such other  officers.  Any number of offices may be held
by the same person.


<PAGE>




             5.2.   POWERS.

             (a) Each officer  shall have,  in addition to the duties and powers
set forth  herein,  such  duties and  powers as are  commonly  incident  to such
officer's office and such additional duties and powers as the Board of Directors
may from time to time authorize.

             (b) Powers of  attorney,  proxies,  waivers of notice of  meetings,
consents and other instruments  relating to securities or partnership  interests
owned by the  Corporation  may be  executed  in the name of and on behalf of the
Corporation by the Chairman of the Board,  the President or any Vice  President,
and any such officer may, in the name of and on behalf of the Corporation,  take
all such action as any such  officer may deem  advisable to vote in person or by
proxy at any  meeting  of  security  holders  of any  corporation  in which  the
Corporation  may own  securities,  or at any meeting of any partnership in which
the  Corporation  owns an interest at any such  meeting,  shall  possess and may
exercise  any and all  rights  and  powers  incident  to the  ownership  of such
securities  or  partnership  interest  and  which,  as the  owner  thereof,  the
Corporation  might  have  possessed  and  exercised,  if  present.  The Board of
Directors  may,  by  resolution,  from time to time  confer like powers upon any
other person or persons.

             5.3.   CHAIRMAN OF THE BOARD.

             The  Chairman  of the Board  shall  (when  present)  preside at all
meetings of the Board of Directors and  stockholders,  and shall ensure that all
orders and  resolutions of the Board of Directors and  stockholders  are carried
into effect.  The Chairman of the Board may execute  bonds,  mortgages and other
contracts, under the seal of the Corporation, if required, except where required
or  permitted  by law to be  otherwise  signed and executed and except where the
signing and  execution  thereof  shall be  expressly  delegated  by the Board of
Directors to some other officer or agent of the Corporation.

             5.4.   PRESIDENT.

                  The President of the Corporation  shall be the chief executive
officer,  unless the Board of Directors  designates the Chairman of the Board as
the chief executive officer. The President shall have overall responsibility and
authority for  management of the operations of the  Corporation,  subject to the
authority of the Board of Directors and the Chairman of the Board. The President
may  execute  bonds,  mortgages  and  other  contracts,  under  the  seal of the
Corporation,  if  required,  except  where  required or  permitted  by law to be
otherwise signed and executed and except where the signing and execution thereof
shall be expressly  delegated by the Board of Directors to some other officer or
agent of the Corporation.


<PAGE>




             5.5.   VICE PRESIDENT.

             Any Vice  President  shall have such  duties and powers as shall be
set  forth in these  Bylaws or as shall be  designated  from time to time by the
Board of Directors or by the Chairman of the Board or President.  In the absence
of the President or in the event of the President's inability or refusal to act,
the Vice President (or in the event there be more than one Vice  President,  the
Vice Presidents in the order  designated,  or in the absence of any designation,
then in the order of their  election) shall perform the duties of the President,
and when so acting  shall  have all the  powers  of,  and be  subject to all the
restrictions  upon,  the  President.  Any  Vice  President  may  execute  bonds,
mortgages and other  documents under the seal of the  Corporation,  except where
required or  permitted  by law to be  otherwise  executed  and except  where the
execution thereof shall be expressly delegated by the Board of Directors to some
other officer or agent of the Corporation.

             5.5.   SECRETARY.

             The Secretary shall have  responsibility for preparation of minutes
of  meetings  of  the  Board  of  Directors  and  of the  stockholders  and  for
authenticating records of the Corporation. The Secretary shall give, or cause to
be given, notice of all meetings of the stockholders and special meetings of the
Board of Directors.  The Secretary or an Assistant Secretary also may attest all
instruments signed by any other officer of the Corporation.

             5.6.   ASSISTANT SECRETARY.

             The  Assistant  Secretary,  or if  there  be  more  than  one,  the
Assistant  Secretaries in the order  determined by the Board of Directors (or if
there  shall  have  been  no such  determination,  then in the  order  of  their
election),  shall,  in the  absence  of the  Secretary  or in the  event  of the
Secretary's  inability  or refusal to act,  perform the duties and  exercise the
powers of the Secretary.

             5.7.   TREASURER.

             The  Treasurer  shall have  responsibility  for the  custody of the
corporate  funds and  securities  and  shall  see to it that  full and  accurate
accounts  of  receipts  and  disbursements  are kept in books  belonging  to the
Corporation.  The  Treasurer  shall  render to the  Chairman  of the Board,  the
President,  the Vice  President,  and the Board of Directors,  upon request,  an
account of all  financial  transactions  and of the  financial  condition of the
Corporation.


<PAGE>




             5.8.   ASSISTANT TREASURER.

             The  Assistant  Treasurer,  or if there shall be more than one, the
Assistant  Treasurers  in the order  determined by the Board of Directors (or if
there  shall  have  been  no such  determination,  then in the  order  of  their
election),  shall,  in the  absence  of the  Treasurer  or in the  event  of the
Treasurer's  inability  or refusal to act,  perform the duties and  exercise the
powers of the Treasurer.

             5.9.  TERM OF OFFICE.

             The  officers  of the  Corporation  shall hold  office  until their
successors are chosen and qualified or until their death, earlier resignation or
removal.  Any vacancy occurring in any office of the Corporation shall be filled
by the Board of  Directors.  Any  officer  may  resign at any time upon  written
notice to the  Corporation.  Any officer  elected or  appointed  by the Board of
Directors may be removed at any time,  with or without cause, by the affirmative
vote of a majority of the Board of Directors.  Any officer may be removed by the
Board  of  Directors  whenever  in  its  judgment  the  best  interests  of  the
Corporation  will be served  thereby,  but such  removal,  other than for cause,
shall be without  prejudice  to the  contract  rights,  if any, of the person so
removed.

6.           CAPITAL STOCK.

             6.1.  CERTIFICATES OF STOCK; UNCERTIFICATED SHARES.

             The shares of the Corporation shall be represented by certificates,
provided that the Board of Directors may provide by resolution  that some or all
of  any  or  all  classes  or  series  of  the  Corporation's   stock  shall  be
uncertificated shares. Any such resolution shall not apply to shares represented
by a certificate  until such  certificate  is  surrendered  to the  Corporation.
Notwithstanding  the  adoption of such a resolution  by the Board of  Directors,
every holder of stock represented by certificates, and upon request every holder
of uncertificated shares, shall be entitled to have a certificate  (representing
the number of shares  registered in certificate  form) signed in the name of the
Corporation by the Chairman of the Board, the President,  or any Vice President,
and  by the  Treasurer,  Secretary  or  any  Assistant  Treasurer  or  Assistant
Secretary.  Any or all the signatures on the  certificate  may be facsimile.  In
case any  officer,  transfer  agent or  registrar  whose  signature or facsimile
signature  appears  on a  certificate  shall  have  ceased  to be such  officer,
transfer agent or registrar before such certificate is issued,  it may be issued
by the  Corporation  with the same effect as if such  person were such  officer,
transfer agent or registrar at the date of issue.


<PAGE>




             6.2.   LOST CERTIFICATES.

             The Chairman of the Board, the President, or any Vice President may
direct  a new  certificate  of stock to be  issued  in place of any  certificate
theretofore  issued by the Corporation and alleged to have been lost,  stolen or
destroyed,  upon the making of an affidavit of that fact by the person  claiming
that the  certificate  of  stock  has  been  lost,  stolen  or  destroyed.  When
authorizing such issuance of a new certificate, such officer may, as a condition
precedent to the  issuance  thereof,  require the owner of such lost,  stolen or
destroyed certificate or certificates, or such owner's legal representative,  to
advertise the same in such manner as such officer  shall require  and/or to give
the  Corporation  a bond,  in such sum as such  officer may direct as  indemnity
against  any claim that may be made  against the  Corporation  on account of the
certificate  alleged to have been lost, stolen or destroyed or on account of the
issuance of such new certificate or uncertificated shares.

             6.3.   RECORD DATE.

                  (a)  ACTIONS BY STOCKHOLDERS.

             In order  that  the  Corporation  may  determine  the  stockholders
entitled to notice of or to vote at any meeting of stockholders  (or to take any
other 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 by the Board of Directors and shall not be less than 10 nor more than 60
days before the meeting or action requiring a determination of stockholders.

             In order  that  the  Corporation  may  determine  the  stockholders
entitled  to  consent  to  corporate  action  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  shall not be more  than 10 days  after  the date upon  which the
resolution fixing the record date is adopted by the Board of Directors.

             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, unless the Board of Directors fixes a new record date.

             If no record  date is fixed by the Board of  Directors,  the record
date  shall be at the close of  business  on the day next  preceding  the day on
which notice is given,  or if notice is not required or is waived,  at the close
of  business on the day next  preceding  the day on which the meeting is held or
such other action is taken, except that (if no record date is established by the
Board of Directors)  the record date for  determining  stockholders  entitled to
consent  to  corporate  action  without a meeting  is the first  date on which a
stockholder  delivers a signed written  consent to the Corporation for inclusion
in the Minute Book of the Corporation.


<PAGE>




                  (b)  PAYMENTS.

             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 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.

                  (c)   STOCKHOLDERS OF RECORD.

             The Corporation  shall be entitled to recognize the exclusive right
of a person registered on its books as the owner of shares to receive dividends,
to receive notifications,  to vote as such owner, and to exercise all the rights
and powers of an owner.  The  Corporation  shall not be bound to  recognize  any
equitable  or other  claim to or interest in such share or shares on the part of
any other person,  whether or not it shall have express or other notice thereof,
except as otherwise may be provided by law.

7.           INSURANCE.

             The  Corporation  may purchase and maintain  insurance on behalf of
any  person  who  is or  was a  director,  officer,  employee  or  agent  of the
Corporation  (or is or  was  serving  at the  request  of the  Corporation  as a
director,  officer,  partner, trustee, employee or agent of another corporation,
partnership,  joint venture,  trust,  employee benefit plan or other enterprise)
against  liability  asserted against or incurred by such person in such capacity
or arising from such  person's  status as such  (whether or not the  Corporation
would have the power to indemnify such person against the same liability).

8.           INDEMNIFICATION.

             8.1.     INDEMNIFICATION IN ACTIONS, SUITS OR PROCEEDINGS
                      OTHER THAN THOSE BY OR IN RIGHT OF THE
                      CORPORATION.

             (a) The  Corporation  shall  indemnify  any  person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed  action,  suit or proceeding,  and any appeal therein,  whether civil,
criminal, administrative, arbitrative, or investigative (other than an action by
or in right of the Corporation)



<PAGE>



by reason of the fact that such person is or was a director,  officer,  trustee,
employee,  or agent of the  Corporation,  or is or was serving at the request of
the Corporation as a director,  officer, trustee,  employee, or agent of another
corporation,  association,  partnership,  joint venture, trust, employee benefit
plan  or  other  enterprise,   against  expenses  (including  attorneys'  fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in  connection  with such  action,  suit or  proceeding,  and any
appeal  therein,  if such person  acted in good faith and in a manner which such
person reasonably  believed to be in or not opposed to the best interests of the
Corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause to believe that such conduct was unlawful.  The termination of
any action,  suit or proceeding,  and any appeal  therein,  by judgment,  order,
settlement,  conviction,  or upon a plea of nolo  contendere or its  equivalent,
shall not, of itself,  create a presumption  that the person did not act in good
faith and in a manner  which such  person  reasonably  believed  to be in or not
opposed to the best  interests  of the  Corporation,  and,  with  respect to any
criminal action or proceeding, had reasonable cause to believe that such conduct
was unlawful.


             8.2.     INDEMNIFICATION IN ACTIONS, SUITS OR PROCEEDINGS
                      BY OR IN THE RIGHT OF THE CORPORATION.

             (a) The  Corporation  shall  indemnify  any  person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed  action,  suit or proceeding by or in the right of the  corporation to
procure a judgment in its favor by reason of the fact that such person is or was
a director, officer, trustee, employee or agent of the Corporation, or is or was
serving at the  request of the  Corporation  as a  director,  officer,  trustee,
employee  or agent  of  another  corporation,  association,  partnership,  joint
venture,  trust,  employee  benefit plan or other  enterprise,  against expenses
(including  attorneys' fees) actually and reasonably  incurred by such person in
connection  with the defense or settlement of such action or suit if such person
acted in good faith and in a manner which such person reasonably  believed to be
in  or  not  opposed  to  the  best  interests  of  the  Corporation.   No  such
indemnification shall be made against expenses in respect of any claim, issue or
matter as to which  such  person  shall have been  adjudged  to be liable to the
Corporation or against amounts paid in settlement  unless and only to the extent
that there is a determination (as set forth in Section 8.3 hereof) that, despite
the adjudication of liability but in view of all the  circumstances of the case,
such person is fairly and reasonably  entitled to indemnity for such expenses or
amounts paid in settlement.

             8.3.   AUTHORIZATION OF INDEMNIFICATION.

             Any  indemnification  under  this  Article  8 shall  be made by the
Corporation  only as authorized in the specific case upon a  determination  that
indemnification of


<PAGE>



the director,  officer, employee or agent is proper in the circumstances because
such person or persons have met the applicable  standard of conduct set forth in
Sections  8.1 and 8.2  hereof  and,  if  applicable,  is fairly  and  reasonably
entitled  to  indemnity  as set forth in Section  8.2,  as the case may be. Such
determination  shall be made (a) by the Board of Directors by a majority vote of
a quorum  consisting of directors  who were not parties to such action,  suit or
proceeding, or (b) if such a quorum is not obtainable,  or, even if obtainable a
quorum of disinterested  directors so directs, by independent legal counsel in a
written  opinion,  or (c) by a majority  of the  stockholders  entitled  to vote
generally in the election of directors. To the extent, however, that a director,
officer,  trustee,  employee or agent of the  Corporation has been successful on
the merits or otherwise in defense of any action,  suit or proceeding  described
above, or in defense of any claim,  issue or matter therein,  he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred  by him or  her in  connection  therewith,  without  the  necessity  of
authorization in the specific case. No director,  officer,  trustee, employee or
agent of the Corporation shall be entitled to indemnification in connection with
any action, suit or proceeding  voluntarily  initiated by such person unless the
action,  suit or proceeding  was authorized by a majority of the entire Board of
Directors.

             8.4.   GOOD FAITH DEFINED.

             For  purposes of any  determination  under  Section  8.3 hereof,  a
person  shall be  deemed to have  acted in good  faith and in a manner he or she
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Corporation,  or, with respect to any criminal action or proceeding, to have had
no reasonable  cause to believe his or her conduct was  unlawful,  if his or her
action is based on the records or books of account of the Corporation or another
enterprise,  or on  information  supplied  to him or her by the  officers of the
Corporation  or  another  enterprise  in the course of their  duties,  or on the
advice  of  legal  counsel  for the  Corporation  or  another  enterprise  or on
information  or records  given or  reports  made to the  Corporation  or another
enterprise by an independent  certified public  accountant or by an appraiser or
other  expert  selected  with  reasonable  care by the  Corporation  or  another
enterprise. The term "another enterprise" as used in this Section 8.4 shall mean
any other corporation or any association,  partnership,  joint venture, trust or
other  enterprise  of which such  person is or was serving at the request of the
Corporation as a director,  officer,  trustee, employee or agent. The provisions
of this  Section 8.4 shall not be deemed to be  exclusive or to limit in any way
the  circumstances  in which a person  may be deemed to have met the  applicable
standards  of conduct set forth in Sections  8.1 or 8.2 hereof,  as the case may
be.

             8.5.   INDEMNIFICATION BY A COURT.

             Notwithstanding  any contrary  determination  in the specific  case
under  Section  8.3,  and  notwithstanding  the  absence  of  any  determination
thereunder, any


<PAGE>



director,  officer,  trustee,  employee  or  agent  may  apply  to any  court of
competent  jurisdiction  in the State of  Delaware  for  indemnification  to the
extent otherwise permissible under Sections 8.1 and 8.2 above. The basis of such
indemnification  by a  court  shall  be  a  determination  by  such  court  that
indemnification of the director,  officer,  trustee, employee or agent is proper
in the  circumstances  because  he or she has met the  applicable  standards  of
conduct set forth in Sections 8.1 and 8.2 above,  as the case may be.  Notice of
any application for indemnification  pursuant to this Section 8.5 shall be given
to the Corporation promptly upon the filing of such application. Notwithstanding
any of the foregoing,  unless otherwise  required by law, no director,  officer,
trustee,   employee   or  agent  of  the   Corporation   shall  be  entitled  to
indemnification  in connection with any action,  suit or proceeding  voluntarily
initiated by such person unless the action, suit or proceeding was authorized by
a majority of the entire Board of Directors.

             8.6.   ADVANCEMENT OF EXPENSES.

             The Corporation may advance  expenses  (including  attorneys' fees)
incurred  by a  director,  officer,  employee  or agent in  advance of the final
disposition  of  such  action,  suit  or  proceeding  upon  the  receipt  of  an
undertaking  by or on behalf of such  person  to repay  such  amount if it shall
ultimately  be  determined  that such person is not entitled to  indemnification
from the Corporation as authorized in this Article 8.

             8.7.   CONTRACT, NON-EXCLUSIVITY AND SURVIVAL OF INDEMNIFICATION.

             The  indemnification  provided by this Article 8 shall be deemed to
be a contract between the Corporation and each director,  officer,  employee and
agent who serves in such capacity at any time while this Article 8 is in effect,
and  any  repeal  or  modification  thereof  shall  not  affect  any  rights  or
obligations then existing with respect to any state of facts then or theretofore
existing or any action,  suit or proceeding  theretofore  or thereafter  brought
based  in  whole  or in  part  upon  any  such  state  of  facts.  Further,  the
indemnification and advancement of expenses provided by this Article 8 shall not
be deemed  exclusive of any other rights to which those seeking  indemnification
and   advancement  of  expenses  may  be  entitled  under  any   certificate  of
incorporation, bylaw, agreement, contract, vote of stockholders or disinterested
directors  or pursuant to the  direction  (howsoever  embodied)  of any court of
competent  jurisdiction  or otherwise,  both as to action in his or her official
capacity and as to action in another  capacity  while  holding  such office,  it
being the policy of the Corporation  that,  subject to the limitation in Section
8.3 hereof  concerning  voluntary  initiation of actions,  suits or proceedings,
indemnification of the persons specified in Sections 8.1 and 8.2 hereof shall be
made to the fullest  extent  permitted by law. The  provisions of this Article 8
shall not be deemed to  preclude  the  indemnification  of any person who is not
specified in Sections 8.1 or 8.2 of this Article 8 but whom the  Corporation has
the power or  obligation  to indemnify  under the  provisions  of the law of the
State of Delaware. The


<PAGE>



indemnification and advancement of expenses provided by, or granted pursuant to,
this Article 8 shall,  unless  otherwise  provided when  authorized or ratified,
continue  as to a person  who has  ceased to be a  director,  officer,  trustee,
employee  or agent and shall inure to the  benefit of the heirs,  executors  and
administrators of such person.

             8.8.   MEANING OF "CORPORATION" FOR PURPOSES OF ARTICLE 8.

             For purposes of this  Article 8,  references  to "the  Corporation"
shall  include,  in  addition  to the  resulting  corporation,  any  constituent
corporation   (including  any  constituent  of  a  constituent)  absorbed  in  a
consolidation  or merger which, if its separate  existence had continued,  would
have had power and authority to indemnify its directors,  officers and employees
or agents,  so that any person who is or was a  director,  officer,  employee or
agent of such  constituent  corporation,  or is or was serving at the request of
such  constituent  corporation  as a  director,  officer,  employee  or agent of
another corporation,  association,  partnership,  joint venture,  trust or other
enterprise,  shall  stand in the same  position  under  the  provisions  of this
Article 8 with respect to the  resulting or surviving  corporation  as he or she
would  have  with  respect  to  such  constituent  corporation  if its  separate
existence had continued.

9.           NOTICES.

             9.1.   NOTICES.

             Whenever  written  notice is required by law,  the  Certificate  of
Incorporation or these Bylaws to be given to any director, member of a committee
or  stockholder,  such notice may be given by mail,  addressed to such director,
member of a committee or stockholder, at his or her address as it appears on the
records of the Corporation,  with postage thereon prepaid, and such notice shall
be deemed to be given at the time when the same shall be deposited in the United
States mail.  Written notice may also be given personally or by telegram,  telex
or telecopy.

             9.2.   WAIVERS OF NOTICE.

             Whenever  any  notice  is  required  by  law,  the  Certificate  of
Incorporation or these bylaws to be given to any director, member of a committee
or  stockholder,  a waiver  thereof in writing,  signed by the person or persons
entitled to said notice,  whether before or after the time stated therein, shall
be deemed equivalent thereto.

             Attendance  of a person at a meeting  shall  constitute a waiver of
notice of such  meeting,  except  when the  person  attends  a meeting  with 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.  Neither  the  business  to be  transacted  at nor the  purpose of any
regular or special meeting of the stockholders,


<PAGE>



directors, or members of a committee of directors need be specified in any other
waiver of notice unless so required by the Certificate of Incorporation or these
Bylaws.

10.          GENERAL PROVISIONS.

             10.1.  INSPECTION OF BOOKS AND RECORDS.

             Any  stockholder,  in person or by attorney or other agent,  shall,
upon  written  demand  under oath  stating the purpose  thereof,  have the right
during the usual  hours for  business  to inspect  for any  proper  purpose  the
Corporation's stock ledger, a list of its stockholders,  and its other books and
records, and to make copies or extracts therefrom. A proper purpose shall mean a
purpose reasonably related to such person's interest as a stockholder.  In every
instance  where an  attorney  or other  agent  shall be the person who seeks the
right to  inspection,  the demand under oath shall be  accompanied by a power of
attorney or such other writing which  authorizes  the attorney or other agent to
so act on behalf of the stockholder.  The demand under oath shall be directed to
the Corporation at its registered office or at its principal place of business.

             10.2.  DIVIDENDS.

             The Board of Directors may declare dividends upon the capital stock
of  the   Corporation,   subject  to  the  provisions  of  the   Certificate  of
Incorporation  and the laws of the State of Delaware,  and such dividends may be
paid in cash,  in property,  or in shares of capital  stock of the  Corporation.
Subject to the Delaware  General  Corporation  Law,  such  dividends may be paid
either out of  surplus,  out of the net profits for the fiscal year in which the
dividend is declared and/or the preceding fiscal year.

             10.3.  RESERVES.

             The  Board of  Directors  may set  apart,  out of the  funds of the
Corporation  available  for  dividends,  a reserve  or  reserves  for any proper
purpose and may abolish any such reserve.

             10.4.  EXECUTION OF INSTRUMENTS.

             All checks,  drafts or other  orders for the payment of money,  and
promissory 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.


<PAGE>




             10.5.  FISCAL YEAR.

             The fiscal year of the Corporation shall begin on January 1 and end
on December 31.

             10.6.  SEAL.

             The corporate  seal shall be in such form as the Board of Directors
shall approve.  The seal may be used by causing it or a facsimile  thereof to be
impressed or affixed or otherwise reproduced.

11.          AMENDMENTS TO BYLAWS.

             The  Board of  Directors  may from  time to time  adopt,  amend and
repeal these  Bylaws.  Such action by the Board of Directors  shall  require the
affirmative  vote of at least a majority  of the  directors  then in office.  If
stockholders are entitled to vote with respect thereto to amend or repeal Bylaws
adopted by the Board of  Directors  as may be  provided  in the  Certificate  of
Incorporation  or by law,  then the  affirmative  vote of  66-2/3%  of the total
number  of  votes  of the  then  outstanding  shares  of  capital  stock  of the
Corporation  entitled to vote  generally  in the election of  directors,  voting
together as a single  class,  shall be required  for the  amendment or repeal of
Bylaws by the stockholders of the  Corporation.  Any amendments to Sections 3.2,
3.4 and 3.5 of the  Corporation's  Bylaws shall require the affirmative  vote of
the stockholders set forth in the preceding sentence.

                                   * * * * *

             The  foregoing  Bylaws were  adopted by the Board of  Directors  on
March 23, 1994.


                                                     /s/ David Smilow
                                                     ---------------------------
                                                     Chairman of the Board


  Attested:


/s/ Elizabeth Felix
-------------------
  Secretary



These Bylaws reflect amendments adopted in February 1997