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                                                                     EXHIBIT 3.4


                           AMENDED AND RESTATED BYLAWS
                                       OF
                          APRIA HEALTHCARE GROUP INC.,
                             A DELAWARE CORPORATION

                                January 27, 1998

                                    ARTICLE I
                                     OFFICES

     SECTION 1.1 Registered Office. The registered office of this Corporation
shall be in the City of Wilmington, County of New Castle, Delaware and the name
of the resident agent in charge thereof is the agent named in the Certificate of
Incorporation until changed by the Board of Directors (the "Board").

     SECTION 1.2 Principal Office. The principal office for the transaction of
the business of the Corporation shall be at such place as may be established by
the Board. The Board is granted full power and authority to change said
principal office from one location to another.

     SECTION 1.3 Other Offices. The Corporation may also have an office or
offices at such other places, either within or without the State of Delaware, as
the Board may from time to time designate or the business of the Corporation may
require.


                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

     SECTION 2.1 Time and Place of Meetings. Meetings of stockholders shall 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 2.2 Annual Meetings of Stockholders. The annual meeting of
stockholders shall be held on such date and at such time and place as may be
fixed by the Board of Directors and stated in the notice of the meeting, for the
purpose of electing directors and for the transaction of such other business as
is properly brought before the meeting in accordance with these Bylaws. To be
properly brought before the annual meeting, business must be either (i)
specified in the notice of annual meeting (or any supplement or amendment
thereto) given by or at the direction of the Board of Directors, (ii) otherwise
brought before the annual meeting by or at the direction of the Board of
Directors, (iii) brought before the meeting in accordance with Rule 14a-8 under
the Securities Exchange Act of 1934, or (iv) otherwise properly brought before
the annual meeting by a stockholder. In addition to any other applicable
requirements, 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 of the Corporation. 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 sixty (60) days nor more than ninety (90) days prior
to the meeting; provided, however, that in the event that less than forty (40)
days' notice or prior public 

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disclosure of the date of the annual meeting is given or made to stockholders,
notice by a stockholder, to be timely, must be received no later than the close
of business on the tenth (10th) day following the day on which such notice of
the date of the annual meeting was mailed or such public disclosure was made,
whichever first occurs. A stockholder's notice to the Secretary shall set forth
as to each matter the stockholder proposes to bring before the annual meeting
(i) a brief description of the business desired to be brought before the annual
meeting, (ii) the name and record address of the stockholder proposing such
business, (iii) the class, series and number of shares of the Corporation which
are beneficially owned by the stockholder, and (iv) any material interest of the
stockholder in such business. No business shall be conducted at the annual
meeting except in accordance with the procedures set forth in this Article II,
Section 2.2. The officer of the Corporation presiding at an annual meeting
shall, if the facts warrant, determine and declare to the annual meeting that
business was not properly brought before the annual meeting in accordance with
the provisions of this Article II, Section 2.2, and if he should so determine,
he shall so declare to the annual meeting and any such business not properly
brought before the meeting shall not be transacted.

     SECTION 2.3 Special Meetings. Special meetings of the stockholders of the
Corporation for any purpose or purposes may be called at any time by the Board,
or by a committee of the Board that has been duly designated by the Board and
whose powers and authority, as provided in a resolution of the Board or in the
Bylaws of the Corporation, include the power to call such meetings, and shall be
called by the Chairman or Secretary at the request in writing of a majority of
the Board, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the Corporation issued and outstanding and
entitled to vote but such special meetings may not be called by any other person
or persons; provided, however, that if and to the extent that any special
meeting of stockholders may be called by any other person or persons specified
in any provisions of the Certificate of Incorporation or any amendment thereto,
or any certificate filed under Section 151(g) of the Delaware General
Corporation Law (or its successor statute as in effect from time to time
hereafter), then such special meeting may also be called by the person or
persons in the manner, at the times and for the purposes so specified. Business
transacted at any special meeting of stockholders shall be limited to the
purposes stated in the notice.

     SECTION 2.4 Stockholder Lists. The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least ten (10) days before
every meeting of stockholders, a complete list of stockholders entitled to vote
at the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting or at the place of the meeting, and the list shall also be available at
the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

     SECTION 2.5 Notice of Meetings. Notice of each meeting of stockholders,
whether annual or special, stating the place, date and hour of the meeting and,
in the case of a special 


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meeting, the purpose or purposes for which such meeting has been called, shall
be given to each stockholder of record entitled to vote at such meeting not less
than ten (10) nor more than sixty (60) days before the date of the meeting.
Except as otherwise expressly required by law, notice of any adjourned meeting
of the stockholders need not be given if the time and place thereof are
announced at the meeting at which the adjournment is taken.

     Whenever any notice is required to be given under the provisions of the
statutes or of the Certificate of Incorporation or of these Bylaws, 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. Notice of any meeting of stockholders shall be deemed waived by any
stockholder who shall attend such meeting in person or by proxy, except a
stockholder who shall attend such meeting for the express purpose of objecting,
at the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened.

     SECTION 2.6 Quorum and Adjournment. 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 holding all meetings of
stockholders, except as otherwise provided by applicable law or by the
Certificate of Incorporation; provided, however, that the stockholders present
at a duly called or held meeting at which a quorum is present may continue to
transact business until adjournment notwithstanding the withdrawal of enough
stockholders to leave less than a quorum, if any action taken (other than
adjournment) is approved by at least a majority of the shares required to
constitute a quorum. If it shall appear that such quorum is not present or
represented at any meeting of stockholders, the Chairman of the meeting 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 noticed. 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 Chairman of the meeting may determine that
a quorum is present based upon any reasonable evidence of the presence in person
or by proxy of stockholders holding a majority of the outstanding votes,
including without limitation, evidence from any record of stockholders who have
signed a register indicating their presence at the meeting.

     SECTION 2.7 Voting. In all matters, when a quorum is present at any
meeting, the vote of the holders of a majority of the capital stock 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 applicable law 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. Such vote may be by voice or by written ballot;
provided, however, that the Board may, in its discretion, require a written
ballot for any vote, and further provided that all elections for directors must
be by written ballot upon demand made by a stockholder at any election and
before the voting begins.



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     Unless otherwise provided in the Certificate of Incorporation each
stockholder shall at every meeting of the stockholders be entitled to one vote
in person or by proxy for each share of the capital stock having voting power
held by such stockholder.

     SECTION 2.8 Proxies. Each stockholder entitled to vote at a meeting of
stockholders may authorize in writing another person or persons to act for such
holder by proxy, but no proxy shall be voted or acted upon after three years
from its date, unless the person executing the proxy specifies therein the
period of time for which it is to continue in force.

     SECTION 2.9 Inspectors of Election. The Corporation shall, in advance of
any meeting of stockholders, appoint one or more inspectors to act at the
meeting and make a written report thereof. The Corporation or the Chairman of
the meeting shall appoint one or more alternate inspectors to replace any
inspector who fails to act. Each inspector, before undertaking his or her
duties, shall take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of his or her
ability. The inspectors shall ascertain the number of shares outstanding and the
voting power of each, determine the shares represented at the meeting and the
validity of the proxies and ballots, count all votes and ballots, determine and
retain for a reasonable period a record of the disposition of any challenges
made to any determination by the inspectors and certify their determination of
the number of shares represented at the meeting and their count of all votes and
ballots. Each inspector shall perform his or her duties and shall make all
determinations in accordance with the Delaware General Corporation Law
including, without limitation, Section 231 of the Delaware General Corporation
Law.

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

     The appointment of inspectors of election shall be in the discretion of the
Board except that so long as the Corporation has a class of voting stock that is
(i) listed on a national securities exchange, (ii) authorized for quotation on
an interdealer quotation system of a registered national securities association,
or (iii) held of record by more than 2,000 stockholders, appointment of
inspectors shall be obligatory.

                                   ARTICLE III
                                    DIRECTORS

     SECTION 3.1 Powers. The Board shall have the power to manage or direct the
management of the property, business and affairs of the Corporation, and except
as expressly limited by law, to exercise all of its corporate powers. The Board
may establish procedures and rules, or may authorize the Chairman of any meeting
of stockholders to establish procedures and rules, for the fair and orderly
conduct of any meeting of stockholders including, without limitation,
registration of the stockholders attending the meeting, adoption of an agenda,
establishing the order of business at the meeting, recessing and adjourning the
meeting for the 



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purposes of tabulating any votes and receiving the results thereof, the timing
of the opening and closing of the polls, and the physical layout of the
facilities for the meeting.

     SECTION 3.2 Number, Election and Tenure. The number of directors shall be
eight until changed by resolution adopted by the Board. The directors shall be
divided into three classes as nearly equal in number as possible, designated
Class I, Class II and Class III. The initial term of office of Class I directors
shall expire at the 1996 annual meeting of stockholders; of Class II directors
at the 1997 annual meeting of stockholders; and of Class III directors at the
1998 annual meeting stockholders. At each annual meeting of stockholders,
successors to the class of directors whose terms of office expire in that year
shall be elected to hold office for a term of three (3) years. Each director
shall hold office until his successor is elected and qualified or until his
earlier resignation. No decrease in the number of directors shall shorten the
term of any incumbent director

     SECTION 3.3 Intentionally Omitted.

     SECTION 3.4 Meetings. The Board may hold meetings, both regular and
special, either within or outside the State of Delaware.

     SECTION 3.5 Annual Meeting. The Board shall meet as soon as practicable
after each annual election of directors.

     SECTION 3.6 Regular Meetings. Regular meetings of the Board shall be held
without call or notice at such time and place as shall from time to time be
determined by resolution of the Board.

     SECTION 3.7 Special Meetings. Special meetings of the Board may be called
at any time, and for any purpose permitted by law, by the Chairman of the Board,
or by the Secretary on the written request of any two members of the Board
unless the Board consists of only one director in which case the special meeting
shall be called on the written request of the sole director, which meetings
shall be held at the time and place designated by the person or persons calling
the meeting. Notice of the time, place and purpose of any such meeting shall be
given to the directors by the Secretary, or in case of the Secretary's absence,
refusal or inability to act, by any other officer. Any such notice may be given
by mail, by facsimile, by telephone, by personal service, or by any combination
thereof as to different directors. If the notice is by mail, then it shall be
deposited in a United States Post Office at least seventy-two (72) hours before
the time of the meeting; if by facsimile, by telephone or by personal service,
communicated or delivered at least twenty-four (24) hours before the time of the
meeting.

     SECTION 3.8 Quorum. At all meetings of the Board, a majority of the total
number of directors shall be necessary and sufficient to constitute a quorum for
the transaction of business, and the affirmative vote of a majority of the
directors present at a meeting at which a quorum is present shall be necessary
to constitute the act of the Board. Any meeting of the Board may be adjourned to
meet again at a stated day and hour. Even though a quorum is not present, as
required in this Article III, Section 3.8, a majority of the directors present
at any meeting of the 



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Board, either regular or special, may adjourn from time to time until a quorum
is present. Notice of any adjourned meeting need not be given.

     SECTION 3.9 Fees and Compensation. Each director and each member of a
committee of the Board shall receive such fees and reimbursement of expenses
incurred on behalf of the Corporation or in attending meetings as the Board may
from time to time determine. No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor.

     SECTION 3.10 Meetings by Telephonic Communication. Members of the Board or
any committee thereof may participate in a regular or special meeting of such
Board or committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other. Participation in a meeting pursuant to this Article III, Section
3.10 shall constitute presence in person at such meeting.

     SECTION 3.11 Committees. The Board may designate committees, each committee
to consist of one or more of the directors of the Corporation. Any such
committee, to the extent provided in the resolution of the Board, shall have and
may exercise all the powers and authority of the Board 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 that may require it. Notwithstanding the
foregoing, no committee of the Board shall have the power or authority in
reference to: (i) approving or adopting, or recommending to the stockholders,
any action or matter expressly required by the Delaware General Corporation Law
to be submitted to stockholders for approval or (ii) adopting, amending or
repealing any bylaw of the Corporation. Unless the resolution appointing such
committee or the Certificate of Incorporation expressly so provides, no such
committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock or to adopt a certificate of ownership and
merger pursuant to Section 253 of the Delaware General Corporation Law. Each
committee shall have such name as may be determined from time to time by
resolution adopted by the Board. Each committee shall keep minutes of its
meetings and report to the Board when required.

     SECTION 3.12 Action Without Meetings. Unless otherwise restricted by
applicable law or by the Certificate of Incorporation or by these Bylaws, any
action required or permitted to be taken at any meeting of the Board or of any
committee thereof may be taken without a meeting if all members of the Board or
of such committee, as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of the proceedings of the Board
or committee.

     SECTION 3.13 Filling of Vacancies. Any vacancy on the Board, including any
newly created directorship resulting from an increase in the number of
directors, or any nominee for election as a director at a meeting of the
stockholders, may be filled or nominated by the stockholders of this
Corporation, by a majority of the whole Board or by a duly constituted committee
of the Board so authorized. The member or members of any committee of the Board
authorized to fill vacancies on the Board, or to nominate persons for election
as directors at a meeting of the stockholders, as set forth in the immediately
preceding sentence that are present at 



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any meeting and not disqualified from voting, whether or not he/she or they
constitute a quorum, may unanimously appoint another member of the Board to act
at the meeting in the place of any absent or disqualified member of such
committee.

                                   ARTICLE IV
                                    OFFICERS

     SECTION 4.1 Appointment and Salaries. The senior officers of the
Corporation shall be appointed by the Board and shall be a Chairman of the
Board, a Chief Executive Officer, a President, a Chief Operating Officer, a
Treasurer and a Chief Financial Officer. The Chairman of the Board or the
President, as the Board shall determine, shall be the Chief Executive Officer of
the Corporation. The Board or the Chief Executive Officer may appoint one or
more Vice Presidents, a Secretary and such other officers (including assistant
secretaries and financial officers) as the Board or the Chief Executive Officer
may deem necessary or desirable. The senior officers, and any other officers
appointed by the Board, shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board. Each other officer appointed by the Chief Executive Officer
shall hold office for such term and shall exercise such powers and perform such
duties as shall be determined from time to time by the Chief Executive Officer
or the Board. The Board shall fix the salaries of all officers appointed by it.
Unless prohibited by applicable law or by the Certificate of Incorporation or by
these Bylaws, one person may be elected or appointed to serve in more than one
official capacity. Any vacancy occurring in any senior office of the Corporation
may be filled only by the Board.

     SECTION 4.2 Removal and Resignation. Any officer may be removed, either
with or without cause, by the Board or, in the case of an officer other than a
senior officer, by the Board or the Chief Executive Officer. Any officer may
resign at any time by giving notice to the Board, the Chief Executive Officer or
the Secretary. Any such resignation shall take effect at the date of receipt of
such notice or at any later time specified therein and, unless otherwise
specified in such notice, the acceptance of the resignation shall not be
necessary to make it effective.

     SECTION 4.3 Chairman of the Board. The Chairman of the Board shall, unless
otherwise determined by the Board, preside at all meetings of the stockholders
and the Board; and shall have such other powers and duties as may from time to
time be assigned by the Board.

     SECTION 4.4 Chief Executive Officer. The Chief Executive Officer shall be
the senior executive officer of the Corporation, with the authority to supervise
and direct the other officers and employees of the Corporation, and with
authority from time to time to delegate to other officers such executive and
other powers and duties as he or she shall deem appropriate, subject in all
respects to the authority of the Board.

     SECTION 4.5 President. If the Chairman of the Board is not the Chief
Executive Officer, the President shall have all of the authority of the Chief
Executive Officer of the Corporation. The President shall have such other powers
and duties as the Board or Chief Executive Officer may from time to time
prescribe.



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     SECTION 4.6 Chief Operating Officer. Subject to the powers of the Chief
Executive Officer, the Chief Operating Officer shall be the principal officer in
charge of the operations of the Corporation other than those areas of
responsibility as the Board may from time to time assign to the President.

     SECTION 4.7 Vice President. In the absence of the President, or in the
event of the President's inability or refusal to act, the Vice President, if
any, (or if there be more than one Vice President, the Vice Presidents in the
order of their rank or, if of equal rank, then in the order designated by the
Board or, in the absence of any designation, then in the order of their
appointment) 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. The rank of Vice Presidents in descending order shall be Executive
Vice President, Senior Vice President and Vice President. The Vice Presidents
shall perform such other duties and have such other powers as the Board or the
Chief Executive Officer may from time to time prescribe.

     SECTION 4.8 Secretary and Assistant Secretary. The Secretary shall attend
all meetings of the Board (unless the Board shall otherwise determine) and all
meetings of the stockholders and record all the proceedings of the meetings of
the Corporation and of the Board in a book to be kept for that purpose and shall
perform like duties for the committees when required. The Secretary shall give,
or cause to be given, notice of all meetings of stockholders and special
meetings of the Board. The Secretary shall have custody of the corporate seal of
the Corporation and shall (as well as any Assistant Secretary) have authority to
affix the same to any instrument requiring it and to attest it. The Secretary
shall perform such other duties and have such other powers as the Board or the
Chief Executive Officer may from time to time prescribe.

     SECTION 4.9 Chief Financial Officer. Subject to the powers of the Chief
Executive Officer, the Chief Financial Officer shall be the principal officer in
charge of the financial affairs of the Corporation and shall perform such other
duties and have such other powers as the Board or the Chief Executive Officer
from time to time prescribe.

     SECTION 4.10 Treasurer. Subject to the powers of the Chief Financial
Officer, the Treasurer shall have 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. Subject to the powers of the Chief Financial
Officer, the Treasurer may disburse the funds of the Corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the Board at its regular meetings, or when the Board so requires, an
account of transactions and of the financial condition of the Corporation. The
Treasurer shall perform such other duties and have such other powers as the
Board or the Chief Executive Officer may from time to time prescribe.

     SECTION 4.11 Bonds. If required by the Board and at the expense of the
Corporation, the Chief Financial Officer, the Treasurer, and the Assistant
Treasurer, if any, shall give the Corporation a bond (which shall be renewed at
such times as specified by the Board) in such sum and with such surety or
sureties as shall be satisfactory to the Board for the faithful performance 



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of the duties of such person's office and for the restoration to the
Corporation, in case of such person's death, resignation, retirement or removal
from office, of all books, papers, vouchers, money and other property of
whatever kind in such person's possession or under such person's control
belonging to the Corporation.

     SECTION 4.12 Assistant Officers. An assistant officer shall, in the absence
of the officer to whom such person is an assistant or in the event of such
officer's inability or refusal to act (or, if there be more than one such
assistant officer, the assistant officers in the order designated by the Board,
in the absence of any designation, then in the order of their appointment),
perform the duties and exercise the powers of such officer. An assistant officer
shall perform such other duties and have such other powers as the Board or the
officer appointing any such assistant officer may from time to time prescribe.

                                    ARTICLE V
                                      SEAL

     It shall not be necessary to the validity of any instrument executed by any
authorized officer or officers of the Corporation that the execution of such
instrument be evidenced by the corporate seal, and all documents, instruments,
contracts and writings of all kinds signed on behalf of the Corporation by any
authorized officer or officers shall be as effectual and binding on the
Corporation without the corporate seal, as if the execution of the same had been
evidenced by affixing the corporate seal thereto. The Board may give general
authority to any officer to affix the seal of the Corporation and to attest the
affixing by signature.

                                   ARTICLE VI
                            FORM OF STOCK CERTIFICATE

     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 or Vice-Chairman of the Board, if any, or by the President or a
Vice-President, and by the Treasurer or an Assistant Treasurer or the Chief
Financial Officer, or the Secretary or an Assistant Secretary certifying the
number of shares owned of the Corporation. Any or all of the signatures on the
certificate may be a facsimile signature. If 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 such person were such officer, transfer agent or registrar at
the date of the issuance.

     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 or rights shall be set forth in full or
summarized on the face or back of the certificate that the Corporation shall
issue to represent such class or series of stock. 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 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 



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of each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences or rights.

                                   ARTICLE VII
                 REPRESENTATION OF SHARES OF OTHER CORPORATIONS

     Any and all shares of any other corporation or corporations standing in the
name of the Corporation shall be voted, and all rights incident thereto shall be
represented and exercised on behalf of the Corporation, as follows: (i) as the
Board of the Corporation may determine from time to time, or (ii) in the absence
of such determination, by the Chief Executive Officer or such other officer as
may be designated from time to time by the Chief Executive Officer. The
foregoing authority may be exercised either by any such officer in person or by
any other person authorized so to do by proxy or power of attorney duly executed
by said officer.

                                  ARTICLE VIII
                               TRANSFERS OF STOCK

     Upon surrender 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.

                                   ARTICLE IX
                     LOST, STOLEN OR DESTROYED CERTIFICATES

     The Board may direct a new certificate or certificates be issued in place
of any certificate theretofore issued alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of the fact by the person claiming
the certificate to be lost, stolen or destroyed. When authorizing such issue of
a new certificate, the Board may, in its discretion and as a condition precedent
to the issuance, require the owner of such certificate or certificates, or such
person's 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 lost, stolen or destroyed certificate.

                                    ARTICLE X
                                   RECORD DATE

     The Board may fix in advance a date, which shall not be more than sixty
(60) days nor less than ten (10) days preceding the date of any meeting of
stockholders, nor more than sixty (60) days prior to any other action, as a
record date for the determination of stockholders entitled to notice of or to
vote at any such meeting and any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other distribution or allotment of any rights, or entitled to
exercise the rights in respect of any change, conversion or exchange of stock,
and in such case such stockholders, and only such stockholders as shall be
stockholders of record on the date so fixed shall be entitled to such notice of,
and to vote at, such meeting and any adjournment thereof, or to receive payment
of 



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such dividend, or to receive such allotment of rights, or to exercise such
rights, or to give such consent, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation after any such record date
fixed as aforesaid.

                                   ARTICLE XI
                             REGISTERED STOCKHOLDERS

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

                                   ARTICLE XII
                                   FISCAL YEAR

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

                                  ARTICLE XIII
                                   AMENDMENTS

     Subject to any contrary or limiting provisions contained in the Certificate
of Incorporation, these Bylaws may be amended or repealed, or new Bylaws may be
adopted (i) by the affirmative vote of the holders of at least a majority of the
Common Stock of the Corporation, or (ii) by the affirmative vote of the majority
of the whole Board at any regular or special meeting. Any Bylaws adopted or
amended by the stockholders may be amended or repealed by the Board or the
stockholders.

                                   ARTICLE XIV
                                    DIVIDENDS

     SECTION 14.1 Declaration. Dividends on the capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board at any regular or special meeting, pursuant to
law, and may be paid in cash, in property or in shares of capital stock.

     SECTION 14.2 Set Aside Funds. Before payment of any dividend, there may be
set aside out of any funds of the Corporation available for dividends such 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 such other
purpose as the directors shall determine to be in the best interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.



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                                   ARTICLE XV
                          INDEMNIFICATION AND INSURANCE

     SECTION 15.1 Right to Indemnification. Each person who was or is a party or
is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer
of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action
or inaction in an official capacity or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent permitted by the laws of the State of
Delaware, as the same exist or may hereafter be amended, against all costs,
charges, expenses, liabilities and losses (including attorneys' fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid or to be paid in
settlement) reasonably incurred or suffered by such person in connection
therewith, and such indemnification shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators; provided, however, that the
Corporation shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such person only if
such proceeding (or part thereof) was authorized by the Board. The right to
indemnification conferred in this Article shall be a contract right and shall
include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition; provided,
however, that, if the Delaware General Corporation Law requires, the payment of
such expenses incurred by a director or officer in his or her capacity as a
director of officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer, including, without
limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding, shall be made only upon delivery to the Corporation
of an undertaking, by or on behalf of such director or officer, to repay all
amounts so advanced if it shall ultimately be determined that such director or
officer is not entitled to be indemnified under this Article XV, Section 15.1 or
otherwise. The Corporation may, by action of the Board, provide indemnification
to employees and agents of the Corporation with the same scope and effect as the
foregoing indemnification of directors and officers.

     SECTION 15.2 Right of Claimant to Bring Suit. If a claim under Article XV,
Section 15.1 is not paid in full by the Corporation within thirty (30) days
after a written claim has been received by the Corporation, the claimant may at
any time thereafter bring suit against the Corporation to recover the unpaid
amount of the claim and, if successful in whole or in part, the claimant shall
be entitled to be paid also the expense of prosecuting such claim. It shall be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Corporation ) that the claimant has failed to meet a standard of
conduct which makes it permissible under Delaware law for the Corporation to
indemnify the claimant for the amount claimed. Neither the failure of the
Corporation (including its Board, independent legal counsel, or its
stockholders) to have made a determination prior to 



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the commencement of such action that indemnification of the claimant is
permissible in the circumstances because he or she has met such standard of
conduct, nor an actual determination by the Corporation (including its Board,
independent legal counsel, or its stockholders) that the claimant has not met
such standard of conduct, shall be a defense to the action or create a
presumption that the claimant has failed to meet such standard of conduct.

     SECTION 15.3 Non-Exclusivity of Rights. The right to indemnification and
the payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Article shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.

     SECTION 15.4 Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under Delaware law.

     SECTION 15.5 Expenses as a Witness. To the extent that any director,
officer, employee or agent of the Corporation, is by reason of such position, or
a position with another entity at the request of the Corporation, a witness in
any action, suit or proceeding, he or she shall be indemnified against all costs
and expenses actually and reasonably incurred by him or her or on his or her
behalf in connection therewith.

     SECTION 15.6 Indemnity Agreements. The Corporation may enter into
agreements with any director, officer, employee or agent of the Corporation
providing for indemnification to the full extent permitted by Delaware law.


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