14

15

Exhibit No. 2
Headway Corporate Resources, Inc.
Form 10-KSB
File No. 0-23170

                            BYLAWS OF
                                
                HEADWAY CORPORATE RESOURCES, INC.
                                
                                
                            ARTICLE I
                                
                             OFFICES

      Section 1.     Registered Office.  The registered office of
the  Corporation  shall be in the county of New Castle,  at  1013
Centre  Road,  Wilmington,  Delaware  10805.   The  name  of  its
resident agent at such address is Corporation Service Company.

       Section  2.      Other  Offices.   Other  offices  may  be
established  by  the Board of Directors at any place  or  places,
within  or  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
                                
                    MEETINGS OF STOCKHOLDERS

      Section 1.     Place of Meetings.  Meetings of stockholders
shall  be  held either at the principal executive office  or  any
other place within or without the State of Delaware which may  be
designated either by the Board of Directors pursuant to authority
hereinafter granted to said Board, or by the written  consent  of
all stockholders entitled to vote thereat, given either before or
after   the  meeting  and  filed  with  the  Secretary   of   the
Corporation; provided, however, that if no place is designated or
so  fixed,  stockholder meetings shall be held at  the  principal
executive office of the Corporation.

      Section 2.     Annual Meetings.  The annual meetings of the
stockholders  shall  be held each year  on  a  date  and  a  time
designated  by the Board of Directors.  At the annual meeting  of
stockholders, only such business shall be conducted as shall have
been properly brought before the meeting.  To be properly brought
before  an  annual  meeting, business must be  specified  in  the
Notice  of Meeting given by or at the direction of the  Board  of
Directors, otherwise properly brought before the meeting by or at
the  direction  of  the Board of Directors or otherwise  properly
brought before the meeting by a stockholder.  For business to  be
properly  brought  before the annual meeting  by  a  stockholder,
including the nomination of a director, 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 more than five business days after
the  giving of notice of the date and place of the meeting to the
stockholders.   A  stockholder's notice to  the  Secretary  shall
inform 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 and the  reasons
for conducting such business at the annual meeting, (ii) the name
and  record  address of the stockholder proposing such  business,
(iii)  the  class and numbers of shares of the Corporation  which
are  beneficially owned by the stockholder and (iv) any  material
interest  of  the  stockholder in such business.  Notwithstanding
anything  in  the  Bylaws to the contrary, no business  shall  be
conducted  at  the annual meeting except in accordance  with  the
procedures set forth in this Section.  The chairman of the annual
meeting shall, if the facts warrant, determine and declare to the
meeting that business was not properly brought before the meeting
in  accordance  with the provisions of this Section,  and  if  he
should  so determine, he shall so declare to the meeting and  any
such  business  not  properly before the  meeting  shall  not  be
transacted.

      Section 3.     Special Meetings.  Special meetings  of  the
stockholders,  for  any purpose or purposes  whatsoever,  may  be
called at any time by the Chairman of the Board, the President or
by  a majority of the Board of Directors, or by such other person
as the Board of Directors may designate.

     For business to be properly brought before a special meeting
by  a  stockholder, including the nomination of a  director,  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 more than five
business days after the giving of notice of the date and place of
the  meeting to the stockholders.  A stockholder's notice to  the
Secretary shall inform as to each matter the stockholder proposes
to  bring before a special meeting (i) a brief description of the
business desired to be brought before the special meeting and the
reasons for conducting such business at the special meeting, (ii)
the  name  and  record address of the stockholder proposing  such
business, (iii) the class 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.

      Section  4.     Notice of Stockholders' Meetings.   Written
notice  of each annual or special meeting signed by the President
or a Vice President, or the Secretary, or an Assistant Secretary,
or  by  such  other  person or persons  as  the  Directors  shall
designate, shall be delivered personally to, or shall  be  mailed
postage  prepaid, to each stockholder of record entitled to  vote
at  such meeting.  If mailed, the notice shall be directed to the
stockholder at his address as it appears upon the records of  the
Corporation, and service of such notice by mail shall be complete
upon such mailing, and the time of the notice shall begin to  run
from  the  date  it is deposited in the mail for transmission  to
such  stockholder.  Personal delivery of any such notice  to  any
officer  of a corporation or association, or to any member  of  a
partnership,  shall constitute delivery of such  notice  to  such
corporation, association or partnership.  All such notices  shall
be  delivered  or sent to each stockholder entitled  thereto  not
less  than  ten  nor more than sixty days before each  annual  or
special  meeting, and shall specify the purpose or  purposes  for
which  the meeting is called, the place, the day and the hour  of
such meeting.

     Any stockholder may waive notice of any meeting by a writing
signed by him, or his duly authorized attorney, either before  or
after the meeting.

      Section  5.      Voting.  At all meetings of  stockholders,
every  stockholder entitled to vote shall have the right to  vote
in  person  or by written proxy the number of shares standing  in
his  own  name  on  the stock records of the Corporation.   There
shall  be  no cumulative voting.  Such vote may be viva  voce  or
ballot; provided, however, that all elections for Directors  must
be  by  ballot upon demand made by a stockholder at any  election
and before the voting begins.

      Section 6.     Quorum.  The presence in person or by  proxy
of  the  holders of a majority of the shares entitled to vote  at
any  meeting  shall  constitute a quorum for the  transaction  of
business.   The  stockholders present at a duly  called  or  held
meeting  at which a quorum is present may continue to do business
until  adjournment,  notwithstanding  the  withdrawal  of  enough
stockholders to leave less than a quorum.

      Section  7.      Ratification and Approval  of  Actions  at
Meetings.   Whenever the stockholders entitled  to  vote  at  any
meeting consent, either by: (a) A writing on the records  of  the
meeting or filed with the Secretary; (b) Presence at such meeting
and  oral consent entered on the minutes; or (c) Taking  part  in
the  deliberations at such meeting without objection; the  doings
of  such  meeting  shall  be as valid as  if  had  at  a  meeting
regularly called and noticed.  At such meeting, any business  may
be  transacted which is not excepted from the written consent  or
to  the consideration of which no objection for want of notice is
made at the time.  If any meeting be irregular for want of notice
or  of  such  consent,  provided a quorum  was  present  at  such
meeting,  the  proceedings of the meeting  may  be  ratified  and
approved  and  rendered likewise valid and  the  irregularity  or
defect  therein waived by a writing signed by all parties  having
the  right to vote at such meeting.  Such consent or approval  of
stockholders  may be by proxy or attorney, but all  such  proxies
and powers of attorney must be in writing.

     Section 8.     Proxies.  At any meeting of the stockholders,
any stockholder may be represented and vote by a proxy or proxies
appointed by an instrument in writing, which instrument shall  be
filed  with the Secretary of the Corporation.  In the event  that
any  such  instrument  in writing shall  designate  two  or  more
persons to act as proxies, a majority of such persons present  at
the  meetings,  or, if only one shall be present, then  that  one
shall  have and may exercise all of the powers conferred by  such
written  instrument upon all of the persons so designated  unless
the  instrument shall otherwise provide.  No such proxy shall  be
valid  after  the expiration of six months from the date  of  its
execution, unless coupled with an interest, or unless the  person
executing it specifies therein the length of time for which it is
to  continue in force, which in no case shall exceed seven  years
from  the date of its execution.  Subject to the above, any proxy
duly  executed  is not revoked and continues in  full  force  and
effect  until an instrument revoking it or a duly executed  proxy
bearing  a  later  date  is  filed  with  the  Secretary  of  the
Corporation.

      Section 9.     Action Without a Meeting.  Any action  which
may  be  taken by the vote of stockholders at a meeting,  may  be
taken  without a meeting if authorized by the written consent  of
stockholders  holding at least a majority of  the  voting  power;
provided  that  if  any greater proportion  of  voting  power  is
required  for  such  action  at  a  meeting,  then  such  greater
proportion  of written consents shall be required.  This  general
provision  for action by written consent shall not supersede  any
specific provision for action by written consent contained in the
Delaware General Corporation Law.  In no instance where action is
authorized  by written consent need a meeting of stockholders  be
called or noticed.

                           ARTICLE III
                                
                            DIRECTORS

     Section 1.     Powers.  Incorporation, these Bylaws, and the
provisions of the Delaware General Corporation Law as  to  action
to  be authorized or approved by the stockholders, and subject to
the  duties  of  Directors as prescribed  by  these  Bylaws,  all
corporate powers shall be exercised by or under the authority of,
and  the  business and affairs of the Corporation must be managed
and controlled by, the Board of Directors.  Without prejudice  to
such  general powers, but subject to the same limitations, it  is
hereby  expressly  declared that the  Directors  shall  have  the
following powers:

      First.   To  select  and remove all  officers,  agents  and
employees  of the Corporation, prescribe such powers  and  duties
for them as may not be inconsistent with law, the Certificate  of
Incorporation or the Bylaws, fix their compensation  and  require
from them security for faithful service.

      Second.   To  conduct, manage and control the  affairs  and
business  of  the  Corporation,  and  to  make  such  rules   and
regulations  therefor not inconsistent with law, the  Certificate
of Incorporation or the Bylaws, as they may deem best.

      Third.   To change the registered office of the Corporation
in  the  State of Delaware from one location to another, and  the
registered  agent in charge thereof, as provided  in  Article  I,
Section  1,  hereof; to fix and locate from time to time  one  or
more subsidiary offices of the Corporation within or without  the
State  of Delaware, as provided in Article I, Section 2,  hereof,
to  designate any place within or without the State of  Delaware,
for the holding of any stockholders' meeting or meetings; and  to
adopt, make and use a corporate seal, and to prescribe the  forms
of  certificates of stock, and to alter the form of such seal and
of such certificates from time to time, as in their judgment they
may deem best, provided such seal and such certificates shall  at
all times comply with the provisions of law.

     Fourth.  To authorize the issuance of shares of stock of the
Corporation from time to time, upon such terms as may be  lawful,
in  consideration of cash, services rendered, personal  property,
real  property or leases thereof, or in the case of shares issued
as  a  dividend,  against  amounts transferred  from  surplus  to
capital.

      Fifth.   To  borrow  money and incur indebtedness  for  the
purpose  of  the  Corporation, and to cause to  be  executed  and
delivered  therefor,  in  the corporate name,  promissory  notes,
bonds,   debentures,   deeds   of  trust,   mortgages,   pledges,
hypothecations or other evidence of debt and securities therefor.

      Sixth.   To make the Bylaws of the Corporation, subject  to
the Bylaws, if any, adopted by the stockholders.

      Seventh.   To,  by resolution or resolutions  passed  by  a
majority  of  the whole Board, designate one or more  committees,
each committee to consist of one or more of the Directors of  the
Corporation,  which, to the extent provided in the resolution  or
resolutions, shall have and may exercise the powers of the  Board
of Directors in the management of the business and affairs of the
Corporation,  and may have power to authorize  the  seal  of  the
Corporation  to be affixed to all papers on which the Corporation
desires to place a seal.  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 2.     Number and Qualification of Directors.   The
number  of  Directors constituting the whole Board shall  be  not
less  than  one  nor  more than fifteen.  The first  Board  shall
consist  of  six directors.  Thereafter, 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.  All directors must be at least 18 years  of
age.    Unless   otherwise  provided  in   the   Certificate   of
Incorporation, directors need not be stockholders.

      Section 3.     Election, Classification and Term of Office.
Each  Director  shall  be  elected  at  each  annual  meeting  of
stockholders by a plurality of votes cast at the election, but if
for  any  reason  the  Directors are not elected  at  the  annual
meeting  of  stockholders, each Director may be  elected  at  any
special  meeting of stockholders by a plurality of votes cast  at
the election.

      The  Board of Directors shall be divided into three classes
to  be designated as follows: Class 1, Class 2 and Class 3,  each
of  which  shall be as nearly equal in number as possible.   Each
Director  shall serve for a term ending on the date of the  third
annual  meeting  of stockholders following the meeting  at  which
such  Director was elected; provided, however, that each  initial
Director in Class 1 shall hold office until the annual meeting of
stockholders in 1999; each initial Director in Class 2 shall hold
office until the annual meeting of stockholders in 1998; and each
initial  Director in Class 3 shall hold office until  the  annual
meeting of stockholders in 1997.

      In  the event of any increase or decrease in the authorized
number of Directors: (a) each Director then serving as such shall
nevertheless continue as a Director of the class of which he is a
member  until the expiration of his current term, or his  earlier
resignation,  removal from office or death,  and  (b)  the  newly
created  or eliminated directorships resulting from such increase
or decrease shall be apportioned by the Board of Directors (which
is  in  existence  immediately  prior  to  such  an  increase  or
decrease) among the three classes of Directors so as to  maintain
such  classes  as nearly equal as possible.  Notwithstanding  the
foregoing, each Director shall hold office until his successor is
elected and qualified.

      Section  4.      Vacancies.   Vacancies  in  the  Board  of
Directors may be filled by a majority of the remaining Directors,
though  less than a quorum, or by a sole remaining Director,  and
each Director so elected shall hold office until his successor is
elected at an annual or a special meeting of the stockholders.

      A  vacancy or vacancies in the Board of Directors shall  be
deemed  to exist in case of the death, resignation or removal  of
any  Director,  or  if  the authorized  number  of  Directors  be
increased.

      If  the  Board  of Directors accepts the resignation  of  a
Director  tendered to take effect at a future time, the Board  or
the  stockholder  shall have power to elect a successor  to  take
office  when  the  resignation is to become effective,  and  such
successor shall hold office during the remainder of the resigning
Director's term of office.

      Section 5.     Place of Meeting.  Regular meetings  of  the
Board  of Directors shall be held at any place within or  without
the  State  of  Delaware  as designated  from  time  to  time  by
resolution  of the Board or by written consent of all members  of
the  Board.  In the absence of such designation regular  meetings
shall   be  held  at  the  principal  executive  office  of   the
Corporation.  Special meetings of the Board may be held either at
a place so designated or at the principal executive office.

      Members  of the Board, or any committee designated  by  the
Board, may participate in a meeting of such Board or committee by
means   of   a   conference  telephone  network  or   a   similar
communications method by which all persons participating  in  the
meeting can hear each other.  Such participation shall constitute
presence in person at such meeting.  Each person participating in
such meeting shall sign the minutes thereof, which minutes may be
signed in counterparts.

      Section 6.     Organization Meeting.  Immediately following
each annual meeting of stockholders, the Board of Directors shall
hold  a regular meeting for the purpose of organization, election
of  officers, and the transaction of other business.   Notice  of
such meetings is hereby dispensed with.

      Section 7.     Special Meetings.  Special meetings  of  the
Board  of Directors for any purpose or purposes may be called  at
any time by the Chairman of the Board, President or by any two or
more Directors.

      Written  notice  of the time and place of special  meetings
shall  be delivered personally to the Directors or sent  to  each
Director by mail or other form of written communication (such  as
by  telegraph, Federal Express package, or other similar forms of
written communication), charges prepaid, addressed to him at  his
address as it is shown upon the records of the Corporation, or if
it   is   not  so  shown  on  such  records  or  is  not  readily
ascertainable,  at  the  place  in  which  the  meetings  of  the
Directors  are regularly held.  In case such notice is mailed  or
otherwise communicated in writing, it shall be deposited  in  the
United  States  mail  or delivered to the appropriate  delivering
agent at least seventy-two hours prior to the time of the holding
of  the meeting.  In case such notice is Personally delivered, it
shall  be  so delivered at least twenty-four hours prior  to  the
time  of  the  holding  of the meeting.  Such  mailing,  personal
delivery  or other written communication as above provided  shall
be due, legal and personal notice to such Director.

      Section  8.     Notice of Adjournment.  Notice of the  time
and  place of holding an adjourned meeting need not be  given  to
absent  Directors if the time and place be fixed at  the  meeting
adjourned.

      Section  9.      Ratification and Approval.   Whenever  all
Directors entitled to vote at any meeting consent, either by: (a)
A  writing  on  the  records of the meeting  or  filed  with  the
Secretary; (b) Presence at such meeting and oral consent  entered
on  the minutes; or (c) Taking part in the deliberations at  such
meeting without objection; the doings of such meeting shall be as
valid  as  if had at a meeting regularly called and noticed.   At
such meeting any business may be transacted which is not excepted
from  the  written consent or to the consideration  of  which  no
objection for want of notice is made at the time.

      If  any meeting be irregular for want of notice or of  such
consent,  provided  a  quorum was present at  such  meeting,  the
proceedings  of  the  meeting may be ratified  and  approved  and
rendered  likewise valid and the irregularity or  defect  therein
waived  by a writing signed by all Directors having the right  to
vote at such meeting.

      Section  10.     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 a written consent thereto is signed by all the members
of the Board or of such committee.  Such written consent shall be
filed with the minutes of proceedings of the Board or committee.

      Section 11.    Quorum.  A majority of the authorized number
of  Directors shall be necessary to constitute a quorum  for  the
transaction   of  business,  except  to  adjourn  as  hereinafter
provided.   Every act or decision done or made by a  majority  of
the  Directors  present at a meeting duly assembled  at  which  a
quorum  is present shall be regarded as the act of the  Board  of
Directors, unless a greater number be required by law or  by  the
Certificate of Incorporation.

      Section 12.    Adjournment.  A quorum of the Directors  may
adjourn any Directors' meeting to meet again at a stated day  and
hour  provided,  however, that in the  absence  of  a  quorum,  a
majority  of  the  Directors present at any  Directors'  meeting,
either regular or special, may adjourn from time to time until  a
quorum shall be present.

      Section 13.    Fees and Compensation.  The Board 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 and may be paid  a  fixed  sum  for
attendance  at  each meeting of the Board or a stated  salary  as
Director.   No  such  payment shall preclude  any  Director  from
serving  the  Corporation in any other capacity  as  an  officer,
agent,  employee  or  otherwise, and receiving  the  compensation
therefor.  Members of committees may be compensated for attending
committee meetings.

      Section  14.    Removal.  Any Director may be removed  from
office  with  or  without  cause  by  the  vote  of  stockholders
representing  not  less  than  two-thirds  of  the   issued   and
outstanding capital stock entitled to voting power.
                           ARTICLE IV
                                
                            OFFICERS

      Section  1.      Officers.  The officers of the Corporation
shall  be  a  President,  a  Secretary  and  a  Treasurer.    The
Corporation  may  also have, at the discretion of  the  Board  of
Directors,  one or more additional Vice Presidents, one  or  more
Assistant  Secretaries,  one  or  more  Assistant  Treasurers,  a
Chairman  of  the  Board,  and such  other  officers  as  may  be
appointed in accordance with the provisions of Section 3 of  this
Article.  Officers other than the Chairman of the Board need  not
be Directors.  One person may hold two or more offices.

      Section 2.     Election.  The officers of this Corporation,
except  such officers as may be appointed in accordance with  the
provisions  of Section 3 or Section 5 of this Article,  shall  be
chosen  annually the Board of Directors and each shall  hold  his
office  until  he shall resign or shall be removed  or  otherwise
disqualified  to  serve, or his successor shall  be  elected  and
qualified.

      Section  3.      Subordinate Officers, Etc.  The  Board  of
Directors may appoint such other officers as the business of  the
Corporation may require, each of whom shall hold office for  such
period,  have  such  authority and perform  such  duties  as  are
provided  in these Bylaws or as the Board of Directors  may  from
time to time determine.

      Section 4.     Removal and Resignation.  Any officer may be
removed,  either  with or without cause, by  a  majority  of  the
Directors at the time in office.  Any officer may resign  at  any
time  by  giving  written notice to the Board of  Directors,  the
President  or  the  Secretary  of  the  Corporation.   Any   such
resignation shall take effect at the date of the receipt of  such
notice  or  at  any  later time specified  therein;  and,  unless
otherwise  specified therein, the acceptance of such  resignation
shall not be necessary to make it effective.

      Section 5.     Vacancies.  A vacancy in any office  because
of  death,  resignation, removal, disqualification or  any  other
cause shall be filled in the manner prescribed in the Bylaws  for
regular appointments to such office.

      Section 6.     Chairman of the Board.  The Chairman of  the
Board, if there be such a position, shall preside at all meetings
of  the  Board of Directors and exercise and perform  such  other
powers and duties as may be from time to time assigned to him  by
the Board of Directors or prescribed by these Bylaws.

      Section  7.      President.  Subject  to  such  supervisory
powers, if any, as may be given by the Board of Directors to  the
Chairman  of  the  Board, the President  shall,  subject  to  the
control  of  the  Board  of Directors, have general  supervision,
direction  and  control  of  the business  and  officers  of  the
Corporation.  In the absence of the Chairman of the Board, or  if
there  be  none,  he  shall  preside  at  all  meetings  of   the
stockholders  and at all meetings of the Board of Directors.   He
shall  be  ex  officio a member of all committees, including  the
executive  committee, if any, and shall have the  general  powers
and  duties  of  management  usually  vested  in  the  office  of
president of a corporation, and shall have such other powers  and
duties as may be prescribed by the Board of Directors or by these
Bylaws.

     Section 8.     Vice-President.  In the absence or disability
of  the President, the Vice Presidents, in order of their rank as
fixed  by  the  Board of Directors, or if not  ranked,  the  Vice
President designated by the Board of Directors, shall perform all
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 Vice Presidents shall have such other powers  and
perform  such other duties as from time to time may be prescribed
for them respectively by the Board of Directors or these Bylaws.

      Section  9.      Secretary.  The Secretary shall  keep,  or
cause  to  be kept, a book of minutes at the principal  executive
office  or such other place as the Board of Directors may  order,
of  all meetings of Directors, committees and stockholders,  with
the time and place of holding, whether regular or special, and if
special,  how authorized, the notice thereof given, the names  of
those present at Directors' and committee meetings, the number of
shares  present or represented at stockholders' meetings and  the
proceedings thereof.

      The  Secretary  shall keep, or cause to  be  kept,  at  the
principal  executive office (1) a share register, or a  duplicate
share  register,  revised  annually, showing  the  names  of  the
stockholders,  alphabetically  arranged,  and  their  places   of
residence,  the number and classes of shares held  by  each,  the
number  and  date of certificates issued for the  same,  and  the
number  and date of cancellation of every certificate surrendered
for  cancellation; (2) a copy of the Certificate of Incorporation
and  all amendments thereto certified by the Secretary of  State;
and (3) a copy of the Bylaws and all amendments thereto certified
by the Secretary.

      The  Secretary shall give, or cause to be given, notice  of
all  the  meetings of the stockholders, committees and  Board  of
Directors  required by the Bylaws or by law to be given,  and  he
shall keep the seal of the Corporation in safe custody, and shall
have  such other powers and perform such other duties as  may  be
prescribed by the Board of Directors or the Bylaws.

      Section  10.     Treasurer.  The Treasurer shall  keep  and
maintain,  or  cause  to  be  kept and maintained,  adequate  and
correct  accounts of the properties and business transactions  of
the  Corporation, including accounts of its assets,  liabilities,
receipts,  disbursements,  gains, losses,  capital,  surplus  and
shares.   Any surplus, including earned surplus, paid-in  surplus
and surplus arising from a reduction of stated capital, shall  be
classified  according to source and shown in a separate  account.
The books of account shall at all times be open to inspection  by
any Director.

      The  Treasurer shall deposit all monies and other valuables
in  the  name  and  to  the credit of the Corporation  with  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,  shall render  to  the  President  and
Directors,  whenever they request it, an account of  all  of  his
transactions as Treasurer and of the financial condition  of  the
Corporation,  and shall have such other powers and  perform  such
other  duties  as may be prescribed by the Board of Directors  or
the Bylaws.

                            ARTICLE V
                                
                          MISCELLANEOUS

      Section  1.     Record Date and Closing Stock  Books.   The
Board  of Directors may fix a day, not more than sixty (60)  days
prior  to  the  holding of any meeting of stockholders,  and  not
exceeding  thirty  (30) days preceding the  date  fixed  for  the
payment  of any dividend or distribution or for the allotment  of
rights,  or when any change or conversion or exchange  of  shares
shall  go into effect, as a record date for the determination  of
the  stockholders entitled to notice of and to vote at  any  such
meeting,   or   entitled  to  receive  any   such   dividend   or
distribution, or any such allotment of rights, or to exercise the
rights  in respect to any such change, conversion or exchange  of
shares, and in such case only stockholders of record on the  date
so  fixed  shall  be entitled to notice of and to  vote  at  such
meetings,  or to receive such dividend, distribution or allotment
of  rights,  or  to  exercise such rights, as the  case  may  be,
notwithstanding any transfer of any shares on the  books  of  the
Corporation  after  any record date is fixed as  aforesaid.   The
Board of Directors may close the books of the Corporation against
transfers  of  shares during the whole or any part  of  any  such
period.

        Section   2.       Inspection   of   Corporate   Records.
Stockholders  shall  have  the right to  inspect  such  corporate
records  at  such times and based upon such limitations  of  such
rights  as  may be set forth in the Delaware General  Corporation
Law from time to time.

      Section 3.     Checks, Drafts, Etc.  All checks, drafts  or
other  orders  for payment of money, notes or other evidences  of
indebtedness,   issued  in  the  name  of  or  payable   to   the
Corporation,  shall  be  signed or endorsed  by  such  person  or
persons  and  in  such manner as, from time  to  time,  shall  be
determined by resolution of the Board of Directors.

      Section 4.     Contract, Etc., How Executed.  The Board  of
Directors,  except  as otherwise provided  in  these  Bylaws  may
authorize any officer or officers, agent or agents to enter  into
any contract, deed or lease or execute any instrument in the name
of  and  on behalf of the Corporation, and such authority may  be
general  or  confined  to  specific  instances;  and  unless   so
authorized  by  the  Board of Directors,  no  officer,  agent  or
employee   shall  have  any  power  or  authority  to  bind   the
Corporation by any contract or engagement or to pledge its credit
to render it liable for any purpose or to any amount.

      Section  5.      Certificates of Stock.  A  certificate  or
certificates for certificated shares of the capital stock of  the
Corporation  shall be issued to each stockholder  when  any  such
shares  are fully paid up.  All such certificates shall be signed
by  the Chairman of the Board, President or a Vice President, and
by  the  Treasurer, Secretary or an Assistant  Secretary,  or  be
authenticated  by  facsimiles  of  their  respective  signatures;
provided,  however,  that every certificate  authenticated  by  a
facsimile  of  a signature must be countersigned  by  a  transfer
agent  or  transfer  clerk, and by a registrar,  which  registrar
cannot be the Corporation itself.

      Certificates for certificated shares may be issued prior to
full payment under such restrictions and for such purposes as the
Board  of Directors or the Bylaws may provide; provided, however,
that  any such certificate so issued prior to full payment  shall
state  the  amount  remaining unpaid and  the  terms  of  payment
thereof.

     The Board of Directors is hereby authorized, pursuant to the
provisions  of Delaware General Corporation Law Section  158,  to
issue  uncertificated shares of some or all of the shares of  any
or all of its classes or series.

      Section  6.      Representation  of  the  Shares  of  Other
Corporation.   The  President  or any  Vice  President,  and  the
Secretary  or  Assistant  Secretary,  of  this  Corporation   are
authorized  to  vote, represent and exercise on  behalf  of  this
Corporation  all  rights incident to any and all  shares  of  any
other  corporation or corporations standing in the name  of  this
Corporation.   The authority herein granted to said  officers  to
vote  or  represent  on behalf of this Corporation  any  and  all
shares  held  by  this  Corporation in any other  corporation  or
corporations may be exercised either by such officers  in  person
or  by  any  person  authorized so to do by  proxy  or  power  of
attorney duly executed by said officers.

                           ARTICLE VI
                                
                           AMENDMENTS

      Section  1.     Power of Stockholders.  New Bylaws  may  be
adopted or these Bylaws may be amended or repealed by the vote of
stockholders entitled to exercise a majority of the voting  power
of the Corporation or by the written assent of such stockholders.

      Section 2.     Power of Directors.  Subject to the right of
stockholders  as  provided in Section 1 of  this  Article  VI  to
adopt, amend or repeal Bylaws, Bylaws may be adopted, amended  or
repealed by the Board of Directors.

                           ARTICLE VII
                                
          TRANSACTIONS INVOLVING DIRECTORS AND OFFICERS

      Section 1.     Validity of Contracts and Transactions.   No
contract or transaction between the Corporation and one  or  more
of  its Directors or officers, or between the Corporation and any
other  corporation, firm, association, or other  organization  in
which  one or more of its Directors or officers are Directors  or
officers or are financially interested, shall be void or voidable
solely for this reason, or solely because the Director or officer
is  present  at or participates in the meeting of  the  Board  of
Directors  or committee that authorizes or approves the  contract
or  transaction,  or  because their votes are  counted  for  such
purpose, provided that:

       (a)    the  material  facts  as  to  his,  her,  or  their
relationship  or interest and as to the contract  or  transaction
are  disclosed  or  are known to the Board of  Directors  or  the
committee and noted in the minutes, and the Board of Directors or
committee,  in good faith, authorizes the contract or transaction
in   good  faith  by  the  affirmative  vote  of  a  majority  of
disinterested directors, even though the disinterested  directors
are less than a quorum;

       (b)    the  material  facts  as  to  his,  her,  or  their
relationship  or interest and as to the contract  or  transaction
are  disclosed or are known to the stockholders entitled to  vote
thereon, and the contract or transaction is specifically approved
or  ratified in good faith by the majority of shares entitled  to
vote, counting the votes of the common or interested directors or
officers; or

      (c)   the  contract  or  transaction  is  fair  as  to  the
Corporation as of the time it is authorized or approved.

      Section  2.      Determining Quorum.  Common or  interested
directors may be counted in determining the presence of a  quorum
at  a  meeting of the board of directors or of a committee  which
authorizes, approves or ratifies the contract or transaction.

                          ARTICLE VIII
                                
           INSURANCE AND OTHER FINANCIAL ARRANGEMENTS

      The Corporation may purchase and maintain insurance or make
other  financial arrangements on behalf of any person who  is  or
was a director, officer, employee or agent of the Corporation, or
is  or  was  serving  at  the request of  the  Corporation  as  a
Director,  officer,  employee or agent  of  another  corporation,
partnership,  joint  venture, trust or other enterprise  for  any
liability  asserted  against  him  and  liability  and   expenses
incurred  by him in his capacity as a Director, officer, employee
or  agent, or arising out of his status as such, whether  or  not
the  Corporation has the authority to indemnify him against  such
liability   and  expenses.   The  insurance  or  other  financial
arrangements may be provided by the Corporation or by  any  other
person  or entity approved by the Board of Directors including  a
subsidiary of the corporation.

      Such  other  financial arrangements made by the Corporation
may include the following:

     (a)  The creation of a trust fund;

     (b)  The establishment of a program of self-insurance;

      (c)   The securing of its obligation of indemnification  by
granting a security interest or other lien on any assets  of  the
Corporation; or

      (d)   The establishment of a letter of credit, guaranty  or
surety.   No financial arrangement may provide protection  for  a
person  adjudged  by  a  court of competent  jurisdiction,  after
exhaustion of all appeals therefrom, to be liable for intentional
misconduct,  fraud  or a knowing violation of  law,  except  with
respect to the advancement of expenses or indemnification ordered
by a court as provided in Article IX hereof.

                           ARTICLE IX
                                
                         INDEMNIFICATION

      Section  1.      Action Not By Or On Behalf Of Corporation.
The  Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed  action, suit or proceeding, 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,  against
expenses (including attorneys' fees), fees, judgments, fines, and
amounts  paid in settlement, actually and reasonably incurred  by
him in connection with the action, suit or proceeding if he acted
in good faith and in a manner reasonably believed to be in or not
opposed  to  the  best  interests of the  Corporation,  and  with
respect  to  any criminal action or proceeding, had no reasonable
cause  to  believe his conduct was unlawful.  The termination  of
any  action,  suit or proceeding by judgment, order,  settlement,
conviction,  or upon a plea of nolo contendere or its  equivalent
does  not,  of itself, create an 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.

      Section 2.     Action By Or On Behalf Of Corporation.   The
Corporation shall indemnify any person who was or is a  party  or
is  threatened to be made a party to any threatened,  pending  or
completed action 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 request of the Corporation  as  a
director,  officer,  employee or agent  of  another  corporation,
partnership,  joint  venture, trust, or other enterprise  against
expenses,  including  amounts paid in settlement  and  attorneys'
fees  actually and reasonably incurred by him in connection  with
the  defense or settlement of the 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  that
indemnification may not be made for any claim, issue or matter as
to  which  such a person shall have been adjudged by a  court  of
competent   jurisdiction,  after  exhaustion   of   all   appeals
therefrom, to be liable to the Corporation or for amounts paid in
settlement to the Corporation, unless and only to the extent that
the  court in which the action or suit was brought or other court
of  competent jurisdiction determines upon application  that,  in
view  of  all  of the circumstances of the case,  the  person  is
fairly and reasonably entitled to indemnity for such expenses  as
the court deems proper.

      Section  3.     Successful Defense.  To the extent  that  a
Director, officer, employee or agent of the Corporation has  been
successful  on the merits or otherwise in defense of any  action,
suit  or proceeding referred to in Section 1 or 2 of this Article
IX,  or in defense of any claim, issue or matter therein, he must
be  indemnified  by  the Corporation against expenses  (including
attorneys'  fees)  actually and reasonably  incurred  by  him  in
connection with the defense.

      Section 4.     Determination Of Right To Indemnification In
Certain Circumstances.  Any indemnification under Section I or  2
of  this  Article  IX,  unless ordered by  a  court  or  advanced
pursuant to this Article IX, must be made by the Corporation only
as  authorized  in  the specific case upon a  determination  that
indemnification of the Director, officer, employee  or  agent  is
proper  in the circumstances.  The determination must be made  by
the Stockholders, the Board of Directors by a majority vote of  a
quorum  consisting of Directors who were not parties to the  act,
suit  or  proceeding,  or  if a majority  vote  of  a  quorum  of
Directors who were not parties to the act, suit or proceeding  so
orders, by independent legal counsel in a written opinion, or  if
a quorum consisting of directors who were not parties to the act,
suit  or  proceeding  cannot be obtained,  by  independent  legal
counsel in a written opinion.

      Section  5.      Advance Payment of Expenses.  Expenses  of
officers  and Directors incurred in defending a civil or criminal
action,  suit  or proceeding must be paid by the  Corporation  as
they are incurred and in advance of the final disposition of  the
action, suit or proceeding upon receipt of an undertaking  by  or
on behalf of the Director or officer to repay the amount if it is
ultimately  determined by a court of competent jurisdiction  that
he  is  not  entitled  to be indemnified by  the  Corporation  as
authorized  in  this Article.  The provisions of this  subsection
(5) of this Article IX shall not affect any rights to advancement
of  expenses to which corporate personnel other than Directors or
officers may be entitled under any contract or otherwise by law.

     Section 6.     Not Exclusive.

       (a)   The  indemnification  and  advancement  of  expenses
authorized in or ordered by a court pursuant to any other section
of this Article IX or any provision of law:

      (i)   does not exclude any other rights to which  a  person
seeking  indemnification  or  advancement  of  expenses  may   be
entitled  under the Certificate of Incorporation or any  statute,
bylaw, agreement, vote of stockholders or disinterested Directors
or otherwise, for either an action in his official capacity or an
action in another capacity while holding his office, except  that
indemnification, unless ordered by a court pursuant to subsection
2  of  this  Article IX or for the advancement of  expenses  made
pursuant  to this Article IX may not be made to or on  behalf  of
any  Director or officer if a final adjudication establishes that
his acts or omissions involved intentional misconduct, fraud or a
knowing  violation of the law and was material to  the  cause  of
action; and

     (ii) continues for a person who has ceased to be a Director,
officer,  employee  or agent and inures to  the  benefit  of  the
heirs, executors and administrators of such a person.

      (b)   Without  limiting the foregoing, the  Corporation  is
authorized to enter into an agreement with any Director, officer,
employee  or  agent of the Corporation providing  indemnification
for  such  person  against expenses, including  attorneys'  fees,
judgments, fines and amounts paid in settlement that result  from
any threatened, pending or completed action, suit, or proceeding,
whether   civil,   criminal,  administrative  or   investigative,
including any action by or in the right of the Corporation,  that
arises  by  reason  of the fact that such  person  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, to  the  full  extent
allowed  by law, except that no such agreement shall provide  for
indemnification  for  any  actions  that  constitute  intentional
misconduct, fraud, or a knowing violation of law and was material
to the cause of action.

      Section  7.      Certain Definitions.  For the purposes  of
this Article IX, (a) any Director, officer, employee or agent  of
the  Corporation who shall serve as a director, officer, employee
or  agent of any other corporation, joint venture, trust or other
enterprise  of which the Corporation, directly or indirectly,  is
or  was a stockholder or creditor, or in which the Corporation is
or  was  in  any  way  interested, or (b) any Director,  officer,
employee  or agent of any subsidiary corporation, joint  venture,
trust  or other enterprise wholly owned by the Corporation, shall
be  deemed  to be serving as such Director, officer, employee  or
agent  at  the  request of the Corporation, unless the  Board  of
Directors of the Corporation shall determine otherwise.   In  all
other  instances  where  any  person  shall  serve  as  director,
officer, employee or agent of another corporation, joint venture,
trust  or other enterprise of which the Corporation is or  was  a
stockholder  or  creditor, or in which it  is  or  was  otherwise
interested,  if it is not otherwise established that such  person
is or was serving as such director, officer, employee or agent at
the  request  of the Corporation, the Board of Directors  of  the
Corporation may determine whether such service is or was  at  the
request of the Corporation, and it shall not be necessary to show
any  actual  or prior request for such service.  For purposes  of
this   Article  IX  references  to  a  corporation  include   all
constituent corporations absorbed in a consolidation or merger as
well as the resulting or surviving corporation so that any person
who  is  or was a director, officer, employee or agent of such  a
constituent  corporation or is or was serving at the  request  of
such constituent corporation as a director, officer, employee  or
agent  of  another  corporation, joint venture,  trust  or  other
enterprise  shall stand in the same position under the provisions
of  this  Article IX with respect to the resulting  or  surviving
corporation  as  he  would  if he had  served  the  resulting  or
surviving corporation in the same capacity.  For purposes of this
Article  IX,  references  to  "other enterprises"  shall  include
employee  benefit plans; references to "fines" shall include  any
excise  taxes  assessed on a person with respect to  an  employee
benefit  plan; and references to "serving at the request  of  the
corporation"  shall  include any service as a Director,  officer,
employee or agent of the Corporation which imposes duties on,  or
involves services by, such Director, officer, employee, or  agent
with  respect  to an employee benefit plan, its participants,  or
beneficiaries;  and a person who acted in good  faith  and  in  a
manner  he  reasonably  believed to be in  the  interest  of  the
participants and beneficiaries of an employee benefit plan  shall
be  deemed  to have acted in a manner "not opposed  to  the  best
interests of the Corporation" as referred to in this Article IX.