Exhibit 3.2




                     RIGGS NATIONAL CORPORATION



                               BY-LAWS



                     As Adopted January 7, 1981

               With Amendments through April 10, 1996



                             BY-LAWS OF

                     RIGGS NATIONAL CORPORATION

                     As Adopted January 7, 1981
              (With Amendments through April 10, 1996)


                          TABLE OF CONTENTS


                                                                  Page

Article I--OFFICES
      Section 1.1   Registered Office...............                1
      Section 1.2   Other Offices...................                1

Article II--THE STOCKHOLDERS
      Section 2.1   Place of Meetings................               2
      Section 2.2   Annual Meeting...................               2
      Section 2.3   Special Meetings.................               2
      Section 2.4   Notice of Meetings...............               2
      Section 2.5   Voting Lists.....................               3
      Section 2.6   Quorum .........................                3
      Section 2.7   Manner of Acting ................               3
      Section 2.8   Voting......................... .               4
      Section 2.9   Inspectors of Election...........               4

Article III--THE DIRECTORS
      Section 3.1   General Powers...................               5
      Section 3.2   Number, Tenure and Qualifications               5
      Section 3.3   Resignation, Filling Vacancies...               6
      Section 3.4   Place of Meetings................               6
      Section 3.5   Annual Meeting...................               6
      Section 3.6   Notice of Meetings...............               6
      Section 3.7   Quorum...........................               7
      Section 3.8   Action Without a Meeting.........               7
      Section 3.9   Conference Call Meetings.........               7
      Section 3.10  Compensation of Directors........               7
      Section 3.11  Removal of Directors.............               8
      Section 3.12  Committees of the Board..........               8

                                      -1-
<PAGE>

                                                                  Page

Article IV--THE EXECUTIVE COMMITTEE
      Section 4.1   Appointment, Tenure and Quorum...               9
      Section 4.2   Powers of the Executive Committee               9
      Section 4.3   Place and Time of Meetings.......               9
      Section 4.4   Minutes of Proceedings...........              10

Article V--THE OFFICERS
      Section  5.1   Number and Qualifications.......              11
      Section  5.2   Term of Office..................              11
      Section  5.3   Compensation....................              11
      Section  5.4   The Chairman of the Board.......              12
      Section  5.5   The Senior Chairman and Vice Chairmen         12
      Section  5.6   The President...................              12
      Section  5.7   Executive Vice-Presidents.......              12
      Section  5.8   Vice-Presidents.................              12
      Section  5.9   The Treasurer...................              13
      Section  5.10  Assistant Treasurer.............              13
      Section  5.11  The Secretary...................              13
      Section  5.12  Assistant Secretary.............              14
      Section  5.13  The Comptroller.................              14
      Section  5.14  Assistant Comptroller...........              14

Article VI--NOTICES
      Section  6.1   Manner of Giving................              15
      Section  6.2   Waiver of Notice................              15

Article VII--CERTIFICATES OF STOCK
      Section  7.1   Stock Certificates..............              16
      Section  7.2   Facsimile Signatures............              16
      Section  7.3   Designations, Preferences,
                       Participating and Optional Rights           16
      Section  7.4   Lost Certificates...............              17
      Section  7.5   Transfer of Stock...............              17
      Section  7.6   Registered Stockholders.........              17

Article VIII--FIXING RECORD DATE
      Section  8.1   Record Date.....................              18

Article IX--INSPECTION OF BOOKS AND RECORDS
      Section  9.1   Right and Conditions of Inspection            19




Article X--CONTRACTS, LOANS, CHECKS AND DEPOSITS
      Section 10.1   Contracts.......................              20
      Section 10.2   Loans...........................              20
      Section 10.3   Checks, Drafts, etc.............              20
      Section 10.4   Deposits........................              20
      Section 10.5   Voting Stock and Other Corporations           20

Article XI--FISCAL YEAR
      Section 11.1   Fiscal Year.....................              21

Article XII--SEAL
      Section 12.1   Seal............................              21

Article XIII--AMENDMENTS
      Section 13.1   Amendments......................              21

Article XIV--ADVANCEMENT OF EXPENSES
      Section 14.1   Advancement of Expenses.........              22

                                      -2-

<PAGE>


                     RIGGS NATIONAL CORPORATION

                              * * * * *

                            B Y - L A W S

                       Adopted January 7, 1981
              (With Amendments through April 10, 1996)





                              ARTICLE I

                               OFFICES



      Section 1.1 Registered  Office.  The registered  office of the Corporation
shall be in the City of Wilmington, County of New Castle, State of Delaware.

      Section 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 the business of the Corporation may
require.



                             ARTICLE II

                          THE STOCKHOLDERS




      Section 2.1 Place of  Meetings.  All meetings of the  stockholders  of the
Corporation for the election of directors or for any other purpose shall be held
in the City of Washington,  District of Columbia,  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 shall be designated from time to time
by the Board of Directors and stated in the notice of the meeting.

      Section 2.2 Annual Meeting.  The Annual Meeting of the stockholders  shall
be held on the first  business day in May of each year at 9:30 a.m.,  or at such
other date and time before the 30th day  thereafter as shall be designated  from
time to time by the Board of Directors  and stated in the notice of the meeting,
for the election of directors and for the  transaction of such other business as
may properly come before the meeting.

      Section 2.3 Special Meetings. Special meetings of the stockholders, may be
called at any time by the Board of Directors,  or the Chairman of the Board, and
shall be called upon the request in writing of the holders of at least one-fifth
of the shares of capital stock of the  Corporation  issued and  outstanding  and
entitled  to vote.  Such  request  shall  state the  purpose or  purposes of the
proposed  meeting.  Business  transacted at any special  meeting of stockholders
shall be limited to the purposes stated in the notice.

      Section  2.4 Notice of  Meetings.  Written or printed  notice  stating the
place, date and hour of the meeting,  and in the case of a special meeting,  the
purpose or  purposes  for which the  meeting  is called,  shall be given to each
stockholder of record entitled to vote at such meeting not less than ten or more
than sixty days before the date of the meeting.

                                      -3-
<PAGE>


      Section 2.5 Voting  Lists.  The officer who has charge of the stock ledger
of the  Corporation  shall  prepare  and make,  at least ten days  before  every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting,  arranged in  alphabetical  order,  and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any  stockholder,  for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days  prior to the  meeting,  either at a place  within  the city  where the
meeting  is to be held,  which  place  shall be  specified  in the notice of the
meeting, or, if not so specified,  at the place where the meeting is to be held.
The list shall also be  produced  and kept at the time and place of the  meeting
during the whole time thereof,  and may be inspected by any  stockholder  who is
present.

      Section 2.6 Quorum.  At all meetings of the  stockholders the holders of a
majority of the stock  issued and  outstanding  and  entitled  to vote  thereat,
present in person or  represented  by proxy,  shall  constitute a quorum 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  stockholders  entitled to
vote thereat,  present in person or  represented  by proxy,  shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting,  until a quorum shall be present or represented.  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  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.

      Section 2.7 Manner of Acting. When a quorum is present at any meeting, the
vote of the holders of a majority of the stock having  voting  power  present in
person or represented by proxy shall decide any question properly brought before
such meeting,  unless the question is one upon which by express provision of the
statutes or of the Certificate of Incorporation, a different vote is required in
which case such express  provision shall govern and control the decision of such
question.

      Section 2.8  Voting.  Unless  otherwise  provided  in the  Certificate  of
Incorporation  each  stockholder  shall at every meeting of the  stockholders be
entitled to one vote for each share of the capital  stock  having  voting  power
held by such stockholder. All elections of directors shall be by written ballot,
unless otherwise provided in the Certificate of Incorporation. Cumulative voting
for the election of directors shall not be permitted.  Each stockholder entitled
to vote may authorize  another person or persons to act for him by proxy, but no
such proxy shall be voted or acted upon after three years from its date,  unless
the proxy provides for a longer period.

      Section 2.9 Inspectors of Election.  The Board of Directors  shall appoint
three or more inspectors of election, and three or more alternates,  to serve at
any meeting of the  stockholders at which a vote is to be taken,  the inspectors
of election shall examine proxies, pass upon their regularity, receive the votes
and act as tellers,  and perform any other duties which the chairman may require
of them at said meeting.

                                      -4-
<PAGE>


                             ARTICLE III

                            THE DIRECTORS

      Section 3.1 General  Powers.  The  business  of the  Corporation  shall be
managed by or under the  direction of 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.

      Section 3.2 Number,  Tenure and  Qualifications.  The number of  directors
which shall constitute the whole Board shall be not less than five nor more than
twenty-five.  The initial Board shall consist of the six directors  named in the
Certificate of  Incorporation  who shall serve until the first Annual Meeting of
the stockholders,  unless earlier replaced.  Thereafter, within the limits above
specified,  the  number  of  directors  shall  be  fixed  from  time  to time by
resolution  of the Board of  Directors.  The  directors  shall be elected at the
Annual  Meeting of the  stockholders,  except as provided in Section 3.3 of this
Article,  and each  director  elected  shall hold office until his  successor is
elected and qualified or until his earlier  resignation or removal. No reduction
in the number of directors  shall have the effect of shortening  the term of any
incumbent  director,  but any director  affected  thereby shall continue to hold
office until the next annual election. Each director shall, during the full term
of his  directorship,  own a  minimum  of  $1,000  par  value  of  stock  of the
Corporation.  No person  shall be  eligible  to become a  director  after he has
attained age sixty-five; and, no person, who at the time he was first elected to
be a director was a principal officer or official of the organization with which
he is affiliated on a full-time  basis,  will be eligible to be re-elected after
he ceases to be a principal officer or official of such organization;  provided,
however,  that any person who was first  elected or appointed to the Board at or
prior to the April 15, 1987 meeting of stockholders  shall be eligible to become
a director until he has attained the age of seventy-two;  and provided  further,
that the Chairman of the Board, at his  discretion,  may waive the foregoing age
or organization  requirements.  Notwithstanding the foregoing, there shall be no
age or  organization  requirements  for the director  serving as Chairman of the
Board.

      Section 3.3 Resignation, Filling Vacancies. Any director may resign at any
time  upon  written  notice to the  Corporation.  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,  and the  directors  so chosen  shall hold office  until the next annual
election and until their  successors are duly elected and shall qualify,  unless
sooner  displaced.  If there are no  directors  in office,  then an  election of
directors may be held in the manner provided by statute.

      Section 3.4 Place of Meetings.  The Board of Directors of the  Corporation
may hold meetings,  both regular and special, either within or without the State
of Delaware.

      Section 3.5 Annual Meeting.  The first meeting of each newly elected Board
of  Directors  shall be held  immediately  following  the Annual  Meeting of the
stockholders,  for the purpose of electing  officers  and  transaction  of other
business 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;  or it may meet at such place and time as shall be fixed by the consent
in writing of all of the directors.

      Section 3.6 Notice of 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.  Special meetings of the Board may be called by
the  Chairman  of the Board,  or by the  President  on two days'  notice to each
director, either personally or by mail or by telegram; special meetings shall be
called by the Chairman of the Board or the  Secretary in like manner and on like
notice on the written request of three directors.

      Section  3.7  Quorum.  At all  meetings  of the  Board a  majority  of the
directors 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 3.8 Action Without a Meeting.  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 or committee.

      Section 3.9 Conference  Call Meetings.  Members of the Board of Directors,
or any  committee  designated by the Board of Directors,  may  participate  in a
meeting of the Board of  Directors,  or any  committee,  by means of  conference
telephone  or similar  communications  equipment  by means of which all  persons
participating  in the meeting can hear each other,  and such  participation in a
meeting shall constitute presence in person at the meeting.

                                      -5-
<PAGE>


      Section 3.10 Compensation of Directors.  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  retainer  or both 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 like compensation for attending committee meetings.

      Section 3.11 Removal of  Directors.  Unless  otherwise  restricted  by the
Certificate  of  Incorporation  or by law,  any  director or the entire Board of
Directors may be removed, with or without cause, by the holders of a majority of
shares entitled to vote at an election of directors.

      Section  3.12  Committees  of the Board.  The Board of  Directors  may, by
resolution  passed by a majority  of the whole  board,  designate  an  Executive
Committee  and one or more  other  committees  and  prescribe  their  powers and
authority.  Each  committee  shall  consist  of one  or  more  directors  of the
Corporation as fixed by resolution of the Board.  The Board may designate one or
more  alternate  members  of  any  committee  who  may  replace  any  absent  or
disqualified member at any meeting of the committee.





                             ARTICLE IV

                       THE EXECUTIVE COMMITTEE



      Section 4.1 Appointment,  Tenure and Quorum.  The Board of Directors shall
appoint  the  Chairman  of the  Executive  Committee  who shall  preside  at all
meetings of the Committee.  The Chairman of the Board of Directors  shall,  with
the advice,  consent and approval of the Board, appoint the other members of the
Executive Committee. The Chairman of the Board, the Senior Chairman, if any, the
Vice  Chairmen,  if any, and the President  shall be  ex-officio  members of the
Executive  Committee.  The members of the Executive Committee shall serve at the
pleasure of the Board of  Directors.  A majority of the members of the Executive
Committee shall constitute a quorum for the transaction of business.

      Section  4.2  Powers of the  Executive  Committee.  During  the  intervals
between meetings of the Board of Directors,  the Executive  Committee shall have
and may exercise  all the powers and  authority of the Board of Directors in the
management  of the  business  and  affairs of the  Corporation;  except that the
Executive  Committee  shall  not  have  the  power or  authority  to  amend  the
Certificate  of  Incorporation,  adopt an agreement of merger or  consolidation,
recommend  to  the  stockholders  the  sale,   lease,  or  exchange  of  all  or
substantially  all of the  Corporation's  property and assets,  recommend to the
stockholders a dissolution of the  Corporation or a revocation of a dissolution,
or amend the By-Laws of the Corporation, or declare a dividend, or authorize the
issuance of stock,  or take any other  corporate  action which under the General
Corporation Law of Delaware is specifically required to be taken by the Board of
Directors.

      Section  4.3  Place  and  Time  of  Meetings.  Meetings  of the  Executive
Committee may be held at the office of the  Corporation,  or  elsewhere,  and at
such time as they may appoint, but the Executive Committee shall at all times be
subject to the call of the  Chairman of the Board or any two or more  members of
the committee.



      Section 4.4 Minutes of  Proceedings.  The Executive  Committee  shall keep
regular  minutes of its  proceedings  and shall  report the same to the Board of
Directors when requested.

                                      -6-

<PAGE>


                              ARTICLE V

                            THE OFFICERS




      Section 5.1 Number and  Qualifications.  The  officers of the  Corporation
shall  consist of a Chairman of the Board,  a President,  one or more  Executive
Vice-Presidents, one or more other Vice-Presidents, a Treasurer, a Secretary and
a Comptroller. The Corporation may also have a Senior Chairman of the Board, one
or more  Vice  Chairmen  of the  Board,  and one or more  Assistant  Treasurers,
Assistant  Secretaries and Assistant  Comptrollers as determined by the Board of
Directors.  None of the officers  except the  Chairman of the Board,  the Senior
Chairman, if any, the Vice Chairmen, if any, and the President need be directors
of the  Corporation.  Any  number  of  offices  may be held by the  same  person
including that of Chairman of the Board and President.


      Section  5.2 Term of Office.  The  officers  of the  Corporation  shall be
elected  annually  at the first  meeting  of the Board of  Directors  after each
Annual Meeting of the  stockholders and shall hold office until their respective
successors are chosen and qualify. 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.  Such  removal  shall be without
prejudice to the contract rights, if any, of the officer so removed. Any vacancy
occurring among the officers shall be filled by the Board of Directors,  but the
person so elected to fill the  vacancy  shall hold  office  only until the first
meeting  of the  Board  of  Directors  after  the  next  Annual  Meeting  of the
stockholders.


      Section 5.3  Compensation.  The compensation of the Chairman of the Board,
the Senior Chairman,  if any, the Vice Chairmen, if any, and the President shall
be fixed by the Board of  Directors.  The Board of Directors may delegate to the
Chairman of the Board, or the President the authority to fix the compensation of
the other officers and agents of the Corporation.

                                      -7-

<PAGE>



      Section 5.4 The Chairman of the Board.  The Chairman of the Board shall be
the Chief Executive Officer of the Corporation. He shall preside at all meetings
of the  stockholders and of the Board of Directors,  and shall have,  subject to
the  supervision  and  direction  of the Board of  Directors  and the  Executive
Committee,  general  charge  of  the  business,  property  and  affairs  of  the
Corporation and may exercise the powers vested in him by the Board of Directors,
by law or these By-Laws, or which usually attach or pertain to such office.

      Section 5.5. The Senior  Chairman and Vice Chairmen.  The Senior  Chairman
and Vice  Chairmen  shall  perform  such duties as the Board of  Directors,  the
Executive  Committee or the Chairman of the Board may prescribe.  In the absence
or inability  of the  Chairman of the Board to act,  the Senior  Chairman or the
Vice  Chairman  designated  by  the  Board  shall  preside  at  meetings  of the
stockholders and of the Board of Directors.

      Section 5.6 The President. The President shall be the Chief Administrative
Officer of the  Corporation.  He shall have, under the direction of the Chairman
of the Board,  general  supervision  and care of the affairs of the  Corporation
and,  in  general  perform  all acts  incident  to the  office of  President  as
prescribed  by law,  by these  By-Laws,  or by the  Board of  Directors.  In the
absence or  inability of the Chairman of the Board,  the Senior  Chairman,  or a
Vice Chairman to act, he shall preside at the meetings of the  stockholders  and
of the Board of Directors.

      Section 5.7 Executive  Vice-Presidents.  An Executive Vice-President shall
perform such duties as the Board of  Directors,  the  Executive  Committee,  the
Chairman of the Board,  or the  President may  prescribe,  and in the absence or
disability of the President, the Executive  Vice-President,  or if there be more
than one Executive  Vice-President,  the Executive Vice-President  designated by
the Board, shall perform the duties and exercise the powers of the President.

      Section 5.8 Vice-Presidents. A Vice-President shall perform such duties as
shall be assigned to him by the Board of Directors, the Executive Committee, the
Chairman of the Board, the President or by an Executive Vice-President.


      Section 5.9 The  Treasurer.  The  Treasurer  shall have the custody of the
corporate  funds and  securities  and shall  keep full and  accurate  account of
receipts  and  disbursements  in books  belonging to the  Corporation  and shall
deposit  all  moneys  and other  valuables  in the name and to the credit of the
Corporation in such depositories as may be designated by the Board of Directors.
He shall disburse the funds of the Corporation as may be ordered by the Board of
Directors,  taking proper vouchers for such  disbursements,  and shall render to
the Board of  Directors  or the  Executive  Committee  at regular  meetings,  or
whenever  they may request it, an account of all his  transactions  as Treasurer
and of the financial  condition of the Corporation.  If required by the Board of
Directors, he shall give the Corporation a bond in such sum and with such surety
or sureties as shall be  satisfactory to the Board of Directors for the faithful
performance  of  the  duties  of his  office  and  for  the  restoration  to the
Corporation,  in case of his death,  resignation,  retirement  or  removal  from
office,  of all books,  papers,  vouchers,  money and other property of whatever
kind in his possession or under his control belonging to the Corporation.

      Section 5.10 Assistant  Treasurer.  An Assistant  Treasurer  shall perform
such duties as may be assigned to him by the Board of  Directors,  the Executive
Committee,  the Chairman of the Board,  the President or the  Treasurer.  In the
absence or  disability  of the  Treasurer,  his duties may be  performed  by any
Assistant Treasurer.

      Section 5.11 The Secretary. The Secretary shall attend all meetings of the
Board of Directors and of the  stockholders,  and shall record all votes and the
minutes  of all  proceedings  in a book to be kept for that  purpose,  and shall
perform like duties for any standing committees when required.  He shall give or
cause to be given notice of all meetings of the stockholders and of the Board of
Directors,  and shall keep the seal of the Corporation in safe custody. He shall
perform such other duties as may be prescribed by the Board of Directors, or the
Executive  Committee,  or the Chairman of the Board under whose  supervision  he
shall be.

                                      -8-

<PAGE>


      Section 5.12 Assistant  Secretary.  An Assistant  Secretary  shall perform
such duties as may be assigned to him by the Board of  Directors,  the Executive
Committee,  the Chairman of the Board,  the President or the  Secretary.  In the
absence or  disability  of the  Secretary,  his duties may be  performed  by any
Assistant Secretary.

      Section  5.13  The  Comptroller.   The  Comptroller  shall  be  the  chief
accounting  officer of the Corporation,  and shall have general  supervision and
control  of all  accounting  matters,  including  the  books of  account  of the
Corporation.  He shall also  perform  such other duties and services as may from
time to time be prescribed by the Board of Directors,  the Executive  Committee,
the Chairman of the Board, the President, or an Executive Vice-President.

      Section 5.14 Assistant Comptroller. An Assistant Comptroller shall perform
such duties as may be assigned to him by the Board of  Directors,  the Executive
Committee,  the Chairman of the Board, the President or the Comptroller.  In the
absence or  disability  of the  Comptroller,  his duties may be performed by any
Assistant Comptroller.


                             ARTICLE VI

                               NOTICES



      Section 6.1 Manner of Giving.  Whenever  notice is required to be given to
any director or stockholder under the provisions of the General  Corporation Law
of Delaware or under the Certificate of Incorporation or under these By-Laws, 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.

      Section 6.2 Waiver of Notice.  Whenever any notice is required to be given
under the  General  Corporation  Law of  Delaware  or under the  Certificate  of
Incorporation or under these By-Laws, a waiver thereof in writing, signed by the
person or persons  entitled  to such  notice,  whether  before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.

                                      -9-

<PAGE>


                             ARTICLE VII

                        CERTIFICATES OF STOCK



      Section 7.1 Stock  Certificates.  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 of the Board of  Directors,  or the President or a
Vice-President and the Treasurer or an Assistant Treasurer,  or the Secretary or
an Assistant Secretary of the Corporation, certifying the number of shares owned
by him in the Corporation.

      Section 7.2  Facsimile  Signatures.  Any of or all the  signatures  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.

      Section 7.3 Designations,  Preferences, Participating and Optional Rights.
If the Corporation  shall be authorized to issue more than one class of stock or
more than one series of any class,  the powers,  designations,  preferences  and
relative, participating, optional or other special rights of each class of stock
or series thereof and the  qualification,  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  so  requests   the  powers,   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 7.4 Lost  Certificates.  The Board of  Directors  may direct a new
certificate of stock to be 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.  The Board of
Directors may, in its discretion and as a condition precedent to the issuance of
a new  certificate,  require  the  owner  of  such  lost,  stolen  or  destroyed
certificate, or his legal representative, 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.

      Section 7.5 Transfer of Stock.  The shares of stock shall be  transferable
on the books of the Corporation by the registered  owner or owners thereof or by
attorney, lawfully constituted in writing, and upon surrender of the certificate
therefor  duly  endorsed  or  accompanied  by  proper  evidence  of  succession,
assignment or authority to transfer, the Corporation or its transfer agent shall
issue a new certificate to the person or persons entitled thereto.

      Section 7.6 Registered Stockholders.  The Corporation shall be entitled to
treat the  registered  holder of any share or shares of its stock as the  actual
owner thereof and as such the person  possessing the exclusive  right to receive
dividends  and to vote  such  stock,  and 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 provided by the laws of Delaware.

                                      -10-

<PAGE>


                            ARTICLE VIII

                         FIXING RECORD DATE



      Section 8.1 Record  Date.  The Board of Directors  may fix, in advance,  a
date,  not more  than  sixty  nor less  than  ten  days  before  the date of any
stockholders meeting nor more than sixty days prior to any dividend payment date
or other date for the distribution or allotment of any rights,  as a record date
for the  determination of the stockholders  entitled to notice of and to vote at
such meeting,  or entitled to receive such dividends or rights,  as the case may
be; and only  stockholders of record on such date shall be entitled to notice of
and to  vote  at  such  meeting  or to  receive  such  dividends  or  rights.  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.


                             ARTICLE IX
                   INSPECTION OF BOOKS AND RECORDS

      Section 9.1 Right and Conditions of Inspection. Any stockholder of record,
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
shareholders,  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 in the State of Delaware or at its principal place of business.


                              ARTICLE X
                CONTRACTS, LOANS, CHECKS AND DEPOSITS

      Section 10.1  Contracts.  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  10.2  Loans.  No  loans  shall be  contracted  on  behalf  of the
Corporation and no evidences of indebtedness  shall be issued in its name unless
authorized  by  resolution  of the Board of  Directors.  Such  authority  may be
general or confined to specific instances.

      Section 10.3 Checks,  Drafts, etc. 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 the  manner  as shall  from  time to time be
determined by resolution of the Board of Directors.

      Section 10.4 Deposits.  All funds of the Corporation shall be deposited in
such banks,  trust companies or other depositaries as the Board of Directors may
select.

      Section  10.5 Voting  Stock and Other  Corporations.  The  Chairman of the
Board,  the President or any  Executive  Vice-President  may execute  proxies on
behalf of the  Corporation  for the purpose of voting any shares of stock of any
other corporation owned by the Corporation.

                                      -11-

<PAGE>


                             ARTICLE XI
                             FISCAL YEAR

      Section 11.1 Fiscal Year. The fiscal year of the  Corporation  shall begin
on the first day of January in each year and end on the last day of  December in
each year.


                             ARTICLE XII

                                SEAL


      Section 12.1 Seal.  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 or otherwise.



                            ARTICLE XIII

                             AMENDMENTS


      Section 13.1 Amendments. These By-Laws may be altered, amended or repealed
or new  by-laws  may be  adopted  by the Board of  Directors  at any  regular or
special  meeting of the Board  provided  notice of such  alteration,  amendment,
repeal or adoption of new by-laws be  contained  in the notice of such  meeting.
Nothing  herein  shall be  construed  so as to  divest or limit the power of the
stockholders to adopt, amend or repeal by-laws.



                             ARTICLE XIV
                       ADVANCEMENT OF EXPENSES

      Section 14.1 Advancement of Expenses. In connection with the provisions of
Article  ELEVENTH  of  the  Corporation's  Certificate  of  Incorporation,   the
Corporation  shall pay or reimburse  expenses incurred by any person entitled to
indemnification  under  such  Article in  defending  any  pending or  threatened
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative,  with respect to which such person is a party or is threatened to
be made a party.  Such  payment or  reimbursement  shall be made  promptly  upon
receipt  by the  Corporation  of an  undertaking  of such  person to repay  such
expenses if it shall  ultimately be determined  that such person is not entitled
to be indemnified by the Corporation.

                                      -12-