MEDIQ INCORPORATED
                                    RESTATED
                                     BY-LAWS

                 (Including Amendments through November 6, 1995)


                                    ARTICLE I

                  Section 1.  The address of the registered office of the
corporation in the State of Delaware is 901 Market Street in the
City of Wilmington, County of New Castle.  The registered office
need not be identical with the principal office of the
corporation and may be changed from time to time by the board of
directors.

                  Section 2.  The corporation may have its principal
office and other offices at such other places within and without
the State of Delaware as the board of directors may from time to
time determine or the business of the corporation requires.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

                  Section 1.  All meetings of the stockholders for the
election of directors shall be held at the registered office of
the corporation in the State of Delaware, at such place as may be
fixed from time to time by the board of directors, or at such
other place either within or without the State of Delaware as

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shall be designated from time to time by the board of directors
and stated in the notice of the meeting.  Meetings of
stockholders for any other purpose may be held at such time and
place, within or without the State of Delaware, as shall be
stated in the notice of the meeting or in a duly executed waiver
of notice thereof.

                  Section 2.  Annual meetings of stockholders shall be
held on such date and at such time as shall be designated from
time to time by the board of directors and stated in the notice
of the meeting.  At such meetings, they shall elect a board of
directors, which election shall be by written ballot and transact
such other business as may properly be brought before the
meeting.

                  Section 3.  Written notice of the annual meeting,
stating the place, date and hour of the meeting, shall be given
to each stockholder entitled to vote at such meeting not less
than ten (10) nor more than sixty (60) days before the date of
the meeting.
                  Section 4.  Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute
or by the certificate of incorporation, may be called by the
Chairman or President and shall be called by the President or
Secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning

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not less than twenty percent (20%) in amount of the entire
capital stock of the corporation issued and outstanding and
entitled to vote.  Such request shall state the purpose or
purposes of the proposed meeting.

                  Section 5.  Written notice of a special meeting,
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
ten (10) nor more than sixty (60) days before the date of the
meeting.

                  Section 6.  Business transacted at any special meeting
of stockholders shall be limited to the purposes stated in the
notice.

                  Section 7.  Subject to the provisions of any series of
Preferred Stock at the time outstanding, the holders of record of
shares of any class entitled to vote representing a majority of
the total number of votes authorized to be cast by shares of all
classes then issued and outstanding and entitled to vote thereat,
present in person or represented by proxy, shall constitute a
quorum for all meetings of the stockholders for the transaction
of business except as otherwise provided by statute or by the
certificate of incorporation.  If, however, such quorum shall not
be present or represented at any meeting of the stockholders, the

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stockholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting
from time to time, whether or not a quorum is present, without
notice other than announcement at the meeting.  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 notified.  If the adjournment is for
more than thirty (30) days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the
adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.  The stockholders present at a
duly organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.

                  Section 8.  At each meeting of the stockholders, every
holder of Common Stock entitled to vote thereat shall be entitled
to one vote in person or by proxy for each share of common stock
held by such stockholders and each holder of Preferred Stock
having voting power shall be entitled to such vote as may be
provided in the resolution of the board of directors providing
for such shares.  Except as may otherwise be provided for any
series of Preferred Stock which may at the time be outstanding,
neither fractional shares nor scrip fractional shares shall be
entitled to any vote.  When any share is held jointly by several
persons, any one of them may vote at any meeting in person or by

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proxy in respect of such share, but if more than one of them
shall be present at such meeting in person or by proxy, and such
joint owners or their proxies so present disagree as to any vote
to be cast, such vote shall not be received in respect of such
share.  A proxy purporting to be executed by or on behalf of a
stockholder shall be deemed valid unless challenged at or prior
to its exercise, and the burden of proving invalidity shall rest
on the challenger.  If the holder of any such share is a minor or
a person of unsound mind, and subject to guardianship, or to the
legal control of any other person as regards the charge or
management of such share, he may vote by his guardian or such
other person appointed or having such control, and such vote may
be given in person or by proxy.  No proxy shall be entitled to
vote after three (3) years from its date, unless the proxy
provides for a longer period.  Every proxy shall have been
executed in writing (which shall include telegraphing, cabling or
telephotographic transmission), and shall be filed with the
secretary of the corporation, or with such other officer or agent
of the corporation as the secretary may direct, before or at the
time of the meeting.  When a quorum is present at any meeting,
the vote of the holders of the majority of the shares having
voting power present in person or represented by proxy shall
decide any question brought before such meeting, unless the
question is one upon which by express provision of the statutes
or of the certificate of incorporation or these by-laws a

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different vote is required, in which case such express provision
shall govern and control the decision of such question.

                  Section 9.  The board of directors may appoint a judge
or judges of election to serve at any election of directors and
at voting on any other matter that may properly come before a
meeting of stockholders.  The judge or judges of election shall
decide all questions regarding the qualifications of voters, the
validity of proxies and the acceptance or rejection of votes.  If
no such appointment shall be made, or if any of the judges so
appointed shall fail to attend, or refuse or be unable to serve,
then such appointment may be made by the presiding officer of the
meeting.

                  Section 10.  Unless otherwise provided in the
certificate of incorporation, any action required to be taken at
any annual or special meeting of stockholders of a corporation,
or any action which may be taken at any annual or special meeting
of such stockholders, may be taken without a meeting, without
prior notice and without a vote, if a consent in writing, setting
forth the action so taken, shall be signed by the holders of
outstanding shares having not less than the minimum number of
votes that would be necessary to authorize or take such action at
a meeting at which all shares entitled to vote thereon were
present and voted.  Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent

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shall be given to those stockholders who have not consented in
writing.

                                   ARTICLE III
                                    DIRECTORS
                  Section 1.  The number of directors which shall
constitute the whole board shall be set at ten (10).  Within the
limits above specified, the number of directors shall be
determined by resolution of the board of directors, or by the
stockholders at the annual meeting.  No reduction in the number
of directors shall have the effect of removing any director from
office prior to the expiration of his term.  The directors shall
be elected at the annual meeting of stockholders, except as
provided in Section 2 of this Article, and each director shall
hold office until the next annual meeting of stockholders and
thereafter until his successor is duly elected and qualified,
unless a prior vacancy shall occur by reason of his death,
resignation or removal from office.  Directors need not be
stockholders.

                  Section 2.  Vacancies and newly created directorships
resulting from any increase in the authorized number of directors
may be filled by a majority of the directors then in office,
though less than a quorum, or by the stockholders, and the
directors so chosen shall hold office until the next annual
meeting of stockholders and until his successor is duly elected

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and qualified, unless a prior vacancy shall occur by reason of
his death, resignation or removal from office.  If there are no
directors in office, then an election of directors may be held in
the manner provided by statute.  If, at the time of filling any
vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the whole board
(as constituted immediately prior to any such increase), the
Court of Chancery may, upon application of any stockholder or
stockholders holding at least ten percent (10%) of the total
number of the shares at the time outstanding giving the right to
vote for such directors, summarily order an election to be held
to fill any such vacancies or newly created directorships, or to
replace the directors chosen by the directors then in office.

                  Section 3.  The business and affairs of the corporation
shall be managed by its board of directors, which may exercise
all such powers of the corporation and do all such lawful acts
and things as are not by statute or by the certificate of
incorporation or by these by-laws directed or required to be
exercised or done by the stockholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

                  Section 4.  The board of directors of the corporation
may hold meetings, both regular and special, either within or
without the State of Delaware.

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                  Section 5. The first meeting of each newly elected
board of directors shall be held at such time and place as shall
be fixed by the vote of the stockholders at the annual meeting
and no notice of such meeting shall be necessary to the newly
elected directors in order legally to constitute the meeting,
provided a quorum shall be present.  In the event of the failure
of the stockholders to fix the time or place of such first
meeting of the newly elected board of directors, or in the event
such meeting is not held at the time and place so fixed by the
stockholders, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be
specified in a written waiver signed by all of the directors.

                  Section 6.  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.

                  Section 7.  Special meetings of the board may be called
by the Chairman, the President, the Secretary or any two
directors on two (2) days' notice to each director, either
personally or by mail or by telegram.  The attendance of a
director at a meeting shall constitute waiver of notice of such
meeting except where a director attends a meeting for the express
purpose of objecting to the transaction of any business on the
ground that the meeting has not been lawfully called or convened.

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                  Section 8.  At all meetings of the board, a majority of
the directors in office shall constitute a quorum for the
transaction of business and the act 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.  If a quorum shall not be present at any meeting
of the board of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

                  Section 9.  Unless otherwise restricted by the cer-
tificate of incorporation or these by-laws, any action required
or permitted to be taken at any meeting of the board of directors
or of any committee thereof may be taken without a meeting, if
all members of the board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the board of committee.

                  Section 10.  Members of the board of directors, or any
committee designated by such board, may participate in a meeting
of such board or committee by means of conference telephone or
similar communications equipment by means of which all such
persons participating in the meeting can hear each other, and
such participation in a meeting shall constitute presence in
person at such meeting.

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                             COMMITTEES OF DIRECTORS

                  Section 11.  The board of directors may, by resolution
passed by a majority of the whole board, designate one or more
committees, each committee to consist of one or more of the
directors, and may designate one or more directors as alternative
members of any committee, who may replace any absent or
disqualified member at any meeting of the committee.  In the
absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another member of the board of
directors to act at any meeting in the place of any such absent
or disqualified member.  Any such committee, to the extent
provided in the resolution of the board of directors, 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; but no such committee
shall have the power or authority in reference to amending the
certificate of incorporation, adopting an agreement of merger or
consolidation, recommending to the stockholders a dissolution of
the corporation or a revocation of a dissolution, or amending the
by-laws of the corporation; and, unless the resolution or the
certificate of incorporation expressly so provides, no such
committee shall have the power or authority to declare a dividend

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or to authorize the issuance of stock.  Such committee or
committees shall have such name or names as may be determined
from time to time by resolution adopted by the board of
directors.

                  Section 12.  Each committee shall keep regular minutes
of its meetings and report the same to the board of directors
when required.

                            COMPENSATION OF DIRECTORS

                  Section 13.  Unless otherwise restricted by the
certificate of incorporation or by these by-laws, the board of
directors shall have the authority to fix the compensation of
directors.  The directors may be paid their expenses, if any, of
attendance at each meeting of the board of directors and may be
paid a fixed sum for attendance at each meeting of the board of
directors or a stated salary as director.  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 similar compensation for
attending committee meetings.


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                              REMOVAL OF DIRECTORS

                  Section 14.  At any special meeting of the stock-
holders, duly called as provided in these by-laws, any director
or directors may, by the affirmative vote of the holders of a
majority of all the shares of stock outstanding and entitled to
vote for the election of directors, be removed from office,
either with or without cause.  At such meeting, a successor or
successors may be elected, or if any such vacancy is not so
filled, it may be filled by the directors as provided in Section
2 above.

                                   ARTICLE IV
                                     NOTICES

                  Section 1.  Whenever, under the provisions of statute
or of the certificate of incorporation or of these by-laws,
notice is required to be given to any director or stockholder, it
shall not be construed to mean personal notice, but such notice
may be given in writing, by mail, addressed to such director or
stockholder, at his 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.  Notice to directors may
also be given by telegram or telephone.


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                  Section 2.  Whenever any notice is required to be given
under the provisions of statute or of the certificate of
incorporation or of these by-laws, 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 to notice.

                                    ARTICLE V
                                    OFFICERS

                  Section 1.  The officers of the corporation shall be
chosen by the board of directors and shall be a Chairman, a
President, a Secretary and a Treasurer.  The board of directors
may also choose one or more Vice Presidents, a Controller and one
or more assistant secretaries, assistant treasurers and assistant
controllers.  Any number of offices may be held by the same
person unless otherwise provided by the certificate of
incorporation or these by-laws.

                  Section 2.  The board of directors at its first meeting
after each annual meeting of stockholders shall elect the
appropriate officers of the corporation.

                  Section 3.  The board of directors may appoint such
other officers and agents as it shall deem necessary who shall
hold their offices for such terms and shall exercise such powers

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and perform such duties as shall be determined from time to time
by the board.

                  Section 4.  The salaries of all officers and agents of
the corporation shall be fixed by the board of directors.

                  Section 5.  The officers of the corporation shall hold
office until their successors are elected and qualified.  Any
officer elected or appointed by the board of directors may be
removed at any time by the affirmative vote of a majority of the
board of directors.  Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.

                              CHAIRMAN OF THE BOARD

                  Section 6.  The Chairman of the Board shall preside at
all meetings of the stockholders and of the board of directors,
shall act in an advisory capacity to the other principal officers
and shall have such powers and perform such duties as the board
may prescribe.

                          PRESIDENT AND VICE PRESIDENTS

                  Section 7.  The President shall be the chief executive
officer of the corporation and shall perform such executive and
administrative functions and duties as are delegated to him by

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the board of directors and shall, in the absence of or inability
to act of the Chairman, temporarily act in his place, and shall
perform such other duties and have such other powers as the board
of directors may from time to time prescribe.

                  Section 8.  The President shall execute bonds, mort-
gages and other contracts requiring a seal, under the seal of the
corporation, 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.

                  Section 9.  A Vice-President shall perform such
executive and administrative functions and duties as are
delegated to him by the board of directors or the President and
shall perform such other duties and have such other powers as the
board of directors or the President may from time to time
prescribe.

                  Section 10.  In the absence or inability to act of the
President, 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.

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                      THE SECRETARY AND ASSISTANT SECRETARY
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                  Section 11.  The Secretary shall attend all meetings of
the board of directors and all meetings of the stockholders and
shall record all the proceedings of the meetings of the
stockholders and of the board of directors in a book to be kept
for that purpose and shall perform like duties for the standing
committees when required.  He shall give, or cause to be given,
notice of all meetings of the stockholders and special meetings
of the board of directors, and shall perform such other duties
and have such other powers as may be prescribed from time to time
by the board of directors or President, under whose supervision
he shall be.  He shall have custody of the corporate seal of the
corporation and he or an Assistant Secretary shall have authority
to affix the same to any instrument requiring it.  When so
affixed, it may be attested by his signature or by the signature
of such Assistant Secretary.  The board of directors may give
general authority to any other officer to affix the seal of the
corporation and to attest the affixing by his signature.

                  Section 12.  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 be no such determination,
then in the order of their election), shall, in the absence of
the Secretary or in the event of his inability to act, perform
the duties and exercise the powers of the Secretary and shall

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perform such other duties and have such other powers as the board
of directors or the President may from time to time prescribe.

               THE TREASURER, CONTROLLER AND ASSISTANT TREASURERS

                  Section 13.  The Treasurer shall be the chief financial
and accounting officer of the corporation and shall have the
custody of the corporate funds and securities and shall keep full
and accurate accounts of receipts and disbursements in books
belonging to the corporation, and shall deposit all monies and
other valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by the
board of directors.  The Treasurer also have such other duties
and have such other powers as the board of directors or the

                  Section 14.  The Treasurer shall disburse the funds of
the corporation as may be ordered by the board of directors,
taking proper vouchers for such disbursements, and shall render
to the President and the board of directors, at its regular
meetings, or when the board of directors so requires, an account
of all his transactions as treasurer and of the financial
condition of the corporation.

                  Section 15.  If required by the board of directors, the
Treasurer and Controller shall give the corporation a bond (which
shall be renewed every six years) in such sum and with such

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surety or sureties as shall be satisfactory to the board of
directors for the faithful performance of the duties of their
offices and for the restoration to the corporation, in case of
their death, resignation, retirement or removal from office, of
all books, papers, vouchers, money and other property of whatever
kind in their possession or under their control belonging to the
corporation.

                  Section 16.  The Controller, if one be appointed by the
board of directors, shall perform such of the duties of the
Treasurer and exercise such of the powers of the Treasurer as
shall be delegated to him by the Treasurer, and shall perform
such other duties and exercise such other powers as the board of
directors or the President may from time to time prescribe.

                  Section 17.  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 be no such
determination, then in the order of their election), shall, in
the absence of the Treasurer or in the event of his inability to
act, perform the duties and exercise the powers of the Treasurer
to the extent not being performed and exercised by the
Controller, and shall perform such other duties and have such
other powers as the board of directors or the President may from
time to time prescribe.


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                  Section 18.  A person may hold more than one office,
except that no one may be President and Treasurer or President
and Secretary or Treasurer and Secretary at the same time.

                                   ARTICLE VI
                              CERTIFICATES OF STOCK

                  Section 1.  Every holder of stock in the corporation
shall be entitled to have a certificate, signed by, or in the
name of the corporation by the Chairman, the President or a Vice-
President, and the Secretary or an Assistant Secretary of the
corporation, certifying the number of shares owned by him in the
corporation.  If the corporation shall be authorized to issue
more than one class of stock or more than one series of any
class, the designations, preferences and relative, participating,
optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of
such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the
corporation shall issue to represent such class or series of
stock, provided that, except as otherwise provided in Section 202
of the General Corporation Law of Delaware, in lieu of the
foregoing requirements, there may be set forth on the face or
back of the certificate which the corporation shall issue to
represent such class or series of stock, a statement that the
corporation will furnish without charge to each stockholder who

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so requests the designations, preferences and relative,
participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights.

                  Section 2.  Where a certificate is countersigned (1) by
a transfer agent other than the corporation or its employee, or,
(2) by a registrar other than the corporation or its employee,
any other signature on the certificate may be facsimile.  In case
any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon 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 he were such officer, transfer agent
or registrar at the date of issue.

                                LOST CERTIFICATES

                  Section 3.  The President or any Vice President
together with the Secretary or any Assistant Secretary may direct
a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the corporation
alleged to have been lost, stolen or destroyed, upon the making
of an affidavit of that fact by the person claiming the
certificate of stock to be lost, stolen or destroyed.  When
authorizing such issue of a new certificate or certificates, the

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board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such
lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it
shall require and/or to give the corporation a bond in such sum
as it may direct as indemnity against any claim that may be made
against the corporation with respect to the certificate alleged
to have been lost, stolen or destroyed.

                               TRANSFERS OF STOCK

                  Section 4.  Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares
duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction
upon its books, subject only to the powers of the board of
directors to prohibit certain transfers of stock set forth in the
certificate of incorporation of the corporation.

                               FIXING RECORD DATE
                  Section 5.  In order that the corporation may determine
the stockholders entitled to (a) notice of or to vote at any
meeting of stockholders or any adjournment thereof, (b) express
consent to corporate action in writing without a meeting, (c)

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receive payment of any dividend or other distribution or
allotment of any rights or (d) 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, in
advance, a record date, which shall not be less than ten (10) nor
more than sixty (60) days before the date of such meeting, nor
more than sixty (60) days prior to any other action.  A
determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the board of
directors may fix a new record date for the adjourned meeting.

                             REGISTERED STOCKHOLDERS

                  Section 6.  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, and to vote such
shares as the owner thereof, and to hold liable for calls and
assessments a person registered on its books as the owner of
shares, and 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 of such claim or interest, except as
otherwise provided by the laws of Delaware.


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                                   ARTICLE VII
                 CONTRACTS, LOANS, CHECKS, DEPOSITS AND PROXIES

                  Section 1.  The board of directors may authorize any
officer or officers, agent or agents, to enter into any contract
or execute and deliver any instrument in the name of and on
behalf of the corporation, and such authority may be general or
confined to specific instances.

                  Section 2.  No loans shall be contracted on behalf of
the corporation, and no evidences of indebtedness shall be issued
in its name unless authorized by a resolution of the board of
directors.  Such authority may be general or confined to specific
instances.

                  Section 3.  All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued
in the name of the corporation shall be signed by such officer or
officers, agent or agents of the corporation and in such manner
as shall from time to time be determined by resolution of the
board of directors.

                  Section 4.  All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of
the corporation in such banks, trust companies or other
depositories as the board of directors may select.

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                  Section 5.  Proxies to vote with respect to shares of
stock of other corporations owned by or standing in the name of
the corporation may be executed and delivered from time to time
on behalf of the corporation by the Chairman, President or a
Vice-President or by any other person or persons thereunto
authorized by the board of directors.

                                  ARTICLE VIII
                               GENERAL PROVISIONS
                                 INDEMNIFICATION

                  Section 1.  Third Party Actions.  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,
whether civil, criminal, administrative or investigative (other
than an action by or in the right of the Corporation) by reason
of the fact that he 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, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit
plans, shall be indemnified and held harmless by the Corporation
to the full extent authorized by the Delaware General Corporation
Laws, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader


<PAGE>

                                      -25-

indemnification rights than said law permitted the Corporation to
provide prior to such amendment), against expenses, liability and
loss including attorneys' fees) judgments, fines, ERISA excise
taxes or penalties, and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best
interests of the Corporation, and, with respect to any criminal


action or proceedings, had no reasonable cause to believe his
conduct was unlawful.  The termination of any action, suit or
proceedings 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 he 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 his conduct was unlawful.  The right to
indemnification conferred in this Section shall be a contract
right.

                  Section 2.  Derivative Actions.  Any person who was or
is a party, or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the
right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the

                                      -26-

<PAGE>


request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust
or other enterprise, including service with respect to employee
benefits plans, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the Delaware
General Corporation Law, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide
broader indemnification rights than said law permitted the
Corporation to provide prior to such amendment), against
expenses, liability and loss (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and
in a manner he reasonably believed to be in, or not opposed to,
the best interests of the corporation; except, however, that no
indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the
Court of Chancery of the county in which the registered office of
the Corporation is located or the court in which such action or
suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the court of
Chancery or such other court shall deem proper.


                                      -27-

<PAGE>


                  Section 3.  Mandatory Indemnification.  To the extent
that a director, officer, employee or agent as above described
has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in paragraph 1 or 2 of
this Article or in defense of any claim, issue or matter therein,
he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection
therewith.

                  Section 4.  Procedure for Effecting Indemnification.
Any indemnification under paragraphs 1 or 2 of this Article
(unless ordered by a court) shall be made only as authorized in
the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of
conduct set forth in such subsection.  Such determination shall
be made:
                           (a)      By the vote of the Board of Directors
consisting of directors who were not parties to such action, suit
or proceedings; or
                           (b)      If such action is not obtainable, or even if
obtainable the vote of the disinterested directors so directs, by
independent legal counsel in a written opinion; or
                           (c)      By the stockholders.


                                      -28-
<PAGE>

                  Section 5.  Advancement of Expenses.  Expenses
(including attorneys' fees) incurred in defending a civil,
criminal, administrative or investigative action, suit or
proceeding shall be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of the director, officer,
employee or agent to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the
Corporation as authorized in this Article.  Such expenses
(including attorneys' fees) incurred by other employees and
agents may be so paid upon such terms and conditions, if any, as
the Board of Directors deems appropriate.

                  Section 6.  Supplementary Coverage.  The
indemnification and advancement of expenses provided by, or
granted pursuant to, the other paragraphs of this Article shall
not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while
holding such office.

                  Section 7.  Power to Purchase Insurance.  The
Corporation may, by action of the Board of Directors, purchase
and maintain insurance on behalf of any person who is or was a

                                      -29-
<PAGE>

director, officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability
under the provisions of this Article.

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

                                    DIVIDENDS

                  Section 1.  Dividends upon the capital stock of the
corporation, subject to the provisions of the certificate of
incorporation, if any, may be declared by the board of directors
at any regular or special meeting, pursuant to law.  Dividends
may be paid in cash, in property or in shares of its capital
stock, subject to the provisions of the certificate of
incorporation.  Such dividends, if any, shall be paid to the

                                      -30-

<PAGE>


holders of Common Stock in proportion to their respective
ownership of Common Stock and shall, subject to the provisions of
such series, be paid to the holders of each series of Preferred
Stock, if any, in proportion to their respective ownership of
Preferred Stock of such series.  The declaration and payment of
such dividends or other distributions and the determination of
earnings, profit, surplus (including paid-in capital) and capital
available for dividends and other purposes shall, to the extent
permitted by law, lie wholly in the discretion of the board of
directors, and no stockholder shall be entitled to receive or be
paid any dividends or to receive any distribution except as
determined by the board in the exercise of said discretion.
Subject to the provisions of any series of Preferred Stock which
may at the time be outstanding, the board may also distribute to
the holders of capital stock of each class (and series) in
proportion to their respective ownership of such class (or
series), additional shares of such class (and of any series) or
of any other class in such manner and on such terms as they may
deem proper.

                  Section 2.  Before payment of any dividend, there may
be set aside out of any funds of the corporation available for
dividends such sum or sums as the directors from time to time, in
their absolute discretion, think proper as a reserve or reserves
to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for

                                      -31-

<PAGE>


such other purpose as the directors shall think conducive to the
interest of the corporation, and the directors may modify or
abolish any such reserve in the manner in which it was created.

                                ANNUAL STATEMENT

                  Section 3.  The board of directors shall present at
such annual meeting, and at any special meeting of the stock-
holders when called for by vote of the stockholders, a full and
clear statement of the business and condition of the corporation.

                                   FISCAL YEAR
                  Section 4.  The fiscal year of the corporation shall be
fixed by resolution of the board of directors.

                                      SEAL

                  Section 5.  The corporate seal shall have inscribed
thereon the name of the corporation, the year of its organization
and the words "Corporate Seal, Delaware."  The seal may be used
by causing it or a facsimile thereof to be impressed or affixed
or reproduced otherwise.


                                      -32-

<PAGE>

                                   ARTICLE IX
                                   AMENDMENTS

                  Section 1.  These Bylaws may be altered, amended or
repealed or new Bylaws may be adopted by the board of directors
or by the stockholders at any regular meeting of the board of
directors or of the stockholders, or at any special meeting of
the board of directors or of the stockholders if notice of such
alteration, amendment, repeal or adoption of now Bylaws is
contained in the notice of such special meeting.


                                      -33-