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                                                                                 Exhibit 3.2
                                                      BY-LAWS
                                                        OF
                                       O'SULLIVAN INDUSTRIES HOLDINGS, INC.
                                             (A Delaware Corporation)

                                                     ARTICLE I

                                                      Offices

                  SECTION 1.  Registered Office.  The registered office of
the Corporation within the State of Delaware shall be in the City
of Wilmington, County of New Castle.

                  SECTION 2.  Other Offices.  The principal office of the
Corporation shall be at 1900 Gulf Street, Lamar, Missouri 64759.
The Corporation may also have an office or offices other than said
registered and principal offices at such place or places, either
within or without the State of Delaware, as the Board of Directors
shall from time to time determine or the business of the
Corporation may require.

                                                    ARTICLE II

                                             Meetings of Stockholders

                  SECTION 1.  Place of Meetings.  All meetings of the
stockholders for the election of directors or for any other purpose
shall be held at any such place, either within or without the State
of Delaware, as shall be designated from time to time by the Board
of Directors and stated in the notice of meeting or in a duly
executed waiver thereof.

                  SECTION 2.  Annual Meeting.  The annual meeting of
stockholders, commencing with the year 1994, shall be held at 10:00
A.M. on the second Thursday in November, if not a legal holiday,
and if a legal holiday, then on the next succeeding day not a legal
holiday, at 10:00 A.M., or at such other date and time as shall be
designated from time to time by the Board of Directors and stated
in the notice of meeting or in a duly executed waiver thereof.  At
such annual meeting, the stockholders shall elect, by a plurality
vote, a Board of Directors and transact such other business as may
properly be brought before the meeting.

                  SECTION 3.  Special Meetings.  Special meetings of
stockholders, for any purpose or purposes, unless otherwise
prescribed by statute or the Certificate of Incorporation, may be
called at any time by the Chairman of the Board, the Chief
Executive Officer or the President, and shall be called by the
Secretary at the request in writing of a majority of the Board of
Directors.  Such request shall state the purpose or purposes of the
proposed meeting.

                  SECTION 4.  Notice of Meetings.  Except as otherwise
expressly required by statute, written notice of each annual and
special meeting of stockholders stating the date, place and hour of
the meeting, and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be given to each
stockholder of record entitled to vote thereat not less than ten
(10) nor more than sixty (60) days before the date of the meeting.
Business transacted at any special meeting of stockholders shall be
limited to the purposes stated in the notice.  Notice shall be
given personally or by mail and, if by mail, shall be sent in a
postage prepaid envelope, addressed to the stockholder at his
address as it appears on the records of the Corporation.  Notice by
mail shall be deemed given at the time when the same shall be
deposited in the United States mail, postage prepaid.  Notice of
any meeting shall not be required to be given to any person who
attends such meeting, except when such person attends the meeting
in person or by proxy 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, or who,
either before or after the meeting, shall submit a signed written
waiver of notice, in person or by proxy.  Neither the business to
be transacted at, nor the purpose of, an annual or special meeting
of stockholders need be specified in any written waiver of notice.

                  SECTION 5.  List of Stockholders.  The officer who has
charge of the stock ledger of the Corporation shall prepare and
make, at least ten (10) days before each meeting of stockholders,
a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, showing the address of 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, town or village where the meeting is to
be held, which place shall be specified in the notice of meeting,
or, if not specified, at the place where the meeting is to be held.
The list shall be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

                  SECTION 6.  Quorum, Adjournments.  The holders of a
majority of the voting power of the issued and outstanding stock of
the Corporation entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum for the transaction
of business at all meetings of stockholders, except as otherwise
provided by statute or by the Certificate of Incorporation.  If,
however, such quorum shall not be present or represented by proxy
at any meeting of stockholders, the stockholders entitled to vote
thereat, present in person or represented by proxy, shall have the
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 by proxy.  At such adjourned meeting at
which a quorum shall be present or represented by proxy, any
business may be transacted which might have been transacted at the
meeting as originally called.  If the adjournment is for more than
thirty days, or, if after adjournment a new record date is set, a
notice of the adjourned meeting shall be given to each stockholder
of record entitled to vote at the meeting.

                  SECTION 7.  Organization.  At each meeting of
stockholders, the Chairman of the Board, if one shall have been
elected, or, in his absence or if one shall not have been elected,
the Chief Executive Officer shall act as chairman of the meeting.
The Secretary or, in his absence or inability to act, the person
whom the chairman of the meeting shall appoint secretary of the
meeting shall act as secretary of the meeting and keep the minutes
thereof.

                  SECTION 8.  Order of Business.  The order of business at
all meetings of the stockholders shall be as determined by the
chairman of the meeting.

                  SECTION 9.  Voting.  Except as otherwise provided by
statute or the Certificate of Incorporation, each stockholder of
the Corporation shall be entitled at each meeting of stockholders
to one vote for each share of capital stock of the Corporation
standing in his name on the record of stockholders of the
Corporation:

                           (a)  on the date fixed pursuant to the provisions of
                  Section 7 of Article V of these By-Laws as the record
                  date for the determination of the stockholders who shall
                  be entitled to notice of and to vote at such meeting; or

                           (b)  if no such record date shall have been so
                  fixed, then at the close of business on the day next
                  preceding the day on which notice thereof shall be given,
                  or, if notice is waived, at the close of business on the
                  date next preceding the day on which the meeting is held.

Each stockholder entitled to vote at any meeting of stockholders
may authorize another person or persons to act for him by a proxy
signed by such stockholder or his attorney-in-fact, but no proxy
shall be voted after three years from its date, unless the proxy
provides for a longer period.  Any such proxy shall be delivered to
the secretary of the meeting at or prior to the time designated in
the order of business for so delivering such proxies.  When a
quorum is present at any meeting, the vote of the holders of a
majority of the voting power of the issued and outstanding stock of
the Corporation entitled to vote thereon, present and voting, 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 statute or of the Certificate of Incorporation
or of these By-Laws, a different vote is required, in which case
such express provision shall govern and control the decision of
such question.  Unless required by statute, or determined by the
chairman of the meeting to be advisable, the vote on any question
need not be by ballot.  On a vote by ballot, each ballot shall be
signed by the stockholder voting, or by his proxy, if there be such
proxy, and shall state the number of shares voted and the number of
votes to which each share is entitled.

                  SECTION 10.  Inspectors.  The Board of Directors may, in
advance of any meeting of stockholders, appoint one or more
inspectors to act at such meeting or any adjournment thereof.  If
any of the inspectors so appointed shall fail to appear or act, the
chairman of the meeting shall, or if inspectors shall not have been
appointed, the chairman of the meeting may, appoint one or more
inspectors.  Each inspector, before entering upon the discharge of
his duties, shall take and sign an oath faithfully to execute the
duties of inspector at such meeting with strict impartiality and
according to the best of his ability.  The inspectors shall
determine the number of shares of capital stock of the Corporation
outstanding and the voting power of each, the number of shares
represented at the meeting, the existence of a quorum, the validity
and effect of proxies, and shall receive votes, ballots or
consents, hear and determine all challenges and questions arising
in connection with the right to vote, count and tabulate all votes,
ballots or consents, determine the results, and do such acts as are
proper to conduct the election or vote with fairness to all
stockholders.  On request of the chairman of the meeting, the
inspectors shall make a report in writing of any challenge, request
or matter determined by them and shall execute a certificate of any
fact found by them.  No director or candidate for the office of
director shall act as an inspector of an election of directors.
Inspectors need not be stockholders.

                  SECTION 11.  Notice of Stockholder Proposals.  (a) At an
annual meeting of the stockholders, only such business shall be
conducted, and only such proposals shall be acted upon, as shall
have been brought before the annual meeting (i) by, or at the
direction of, the Board of Directors or (ii) by any stockholder of
record of the Corporation who complies with the notice procedures
set forth in this Section 11 of these By-Laws.  For a proposal 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 scheduled annual
meeting, regardless of any postponements, deferrals or adjournments
of that meeting to a later date; provided, however, that if less
than seventy (70) days' notice or prior public disclosure of the
date of the scheduled annual meeting is given or made, notice by
the stockholder to be timely must be so delivered or received not
later than the close of business on the tenth (10th) day following
the earlier of the day on which such notice of the date of the
scheduled annual meeting was mailed or the day on which such public
disclosure was made.  A stockholder's notice to the Secretary shall
set forth as to each matter the stockholder proposes to bring
before the annual meeting (i) a brief description of the proposal
desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (ii) the name and
address, as they appear on the Corporation's books, of the
stockholder proposing such business and any other stockholders
known by such stockholder to be supporting such proposal, (iii) the
class and number of shares of the Corporation's stock which are
beneficially owned by the stockholder on the date of such
stockholder notice and by any other stockholders known by such
stockholder to be supporting such proposal on the date of such
stockholder notice, and (iv) any financial interest of the
stockholder in such proposal.

                  (b)      If the presiding officer of the annual meeting
determines that a stockholder proposal was not made in accordance
with the terms of this Section 11, he shall so declare at the
annual meeting and any such proposal shall not be acted upon at the
annual meeting.

                  (c)      This provision shall not prevent the consideration
and approval or disapproval at the annual meeting of reports of
officers, directors and committees of the Board of Directors, but,
in connection with such reports, no business shall be acted upon at
such annual meeting unless brought before the meeting as herein
provided.

                  (d)  Any stockholder seeking to bring a proposal before
an annual meeting of the Corporation shall continue to be subject,
to the extent applicable, to the requirements of Section 14(a) of
the Securities Exchange Act of 1934, as amended, the regulations
thereunder and the requirements of this Section 11.

                  SECTION 12.  Denial of Action by Consent of Stockholders.
No action required to be taken or which may be taken at any annual
or special meeting of the stockholders of the Corporation may be
taken without a meeting, and the power of stockholders to consent
in writing, without a meeting, to the taking of any action is
specifically denied.

                                                    ARTICLE III

                                                Board of Directors

                  SECTION 1.  General Powers.  The business and affairs of
the Corporation shall be managed by or under the direction of the
Board of Directors.  The Board of Directors may exercise all such
authority and powers of the Corporation and do all such lawful acts
and things as are not by statute or the Certificate of
Incorporation directed or required to be exercised or done by the
stockholders.

                  SECTION 2.  Number, Qualifications, Election and Term of
Office.  (a) The number of directors constituting the initial Board
of Directors shall be three (3).  Thereafter, the number of
directors shall be fixed from time to time exclusively by the Board
of Directors pursuant to a resolution adopted by a majority of the
then authorized number of directors of the Corporation (as
determined in accordance with these By-Laws), but in no event shall
the number of directors be fewer than three (3) nor more than
eleven (11).  No director need be a stockholder.

                     (b)  The directors shall be divided into three (3)
classes (I, II and III), as nearly equal in number as possible, and
no class shall include less than one (1) director.  The initial
term of office for members of Class I shall expire at the annual
meeting of stockholders in 1994; the initial term of office for
members of Class II shall expire at the annual meeting of
stockholders in 1995; and the initial term of office for members of
Class III shall expire at the annual meeting of stockholders in
1996.  At each annual meeting of stockholders following such
initial classification and election, directors elected to succeed
those directors whose terms expire shall be elected for a term of
office to expire at the third (3rd) succeeding annual meeting of
stockholders after their election, and shall continue to hold
office until their respective successors are elected and qualified.
In the event of any increase in the number of directors fixed by
the Board of Directors, the additional directors shall be so
classified that all classes of directors have as nearly equal
numbers of directors as may be possible.  In the event of any
decrease in the number of directors, all classes of directors shall
be decreased equally as nearly as may be possible.  No decrease in
the number of directors constituting the whole board shall shorten
the term of any incumbent director.

                  SECTION 3.  Place of Meetings.  Meetings of the Board of
Directors shall be held at such place or places, within or without
the State of Delaware, as the Board of Directors may from time to
time determine or as shall be specified in the notice of any such
meeting.

                  SECTION 4.  Annual Meeting.  The Board of Directors shall
meet for the purpose of organization, the election of officers and
the transaction of other business, as soon as practicable after
each annual meeting of stockholders, on the same day and at the
same place where such annual meeting shall be held.  In the event
such annual meeting is not so held, the annual meeting of the Board
of Directors may be held at such other time or place (within or
without the State of Delaware) as shall be specified in a notice
thereof given as hereinafter provided in Section 7 of this Article
III.

                  SECTION 5.  Regular Meetings.  Regular meetings of the
Board of Directors shall be held at such time and place as the
Board of Directors may fix.  If any day fixed for a regular meeting
shall be a legal holiday at the place where the meeting is to be
held, then the meeting which would otherwise be held on that day
shall be held at the same hour on the next succeeding business day.

                  SECTION 6.  Special Meetings.  Special meetings of the
Board of Directors may be called by the Chairman of the Board, if
one shall have been elected, or by two or more directors of the
Corporation or by the Chief Executive Officer or the President.

                  SECTION 7.  Notice of Meetings.  Notice of regular
meetings of the Board of Directors need not be given except as
otherwise required by law or these By-Laws.  Notice of each special
meeting of the Board of Directors, and of each regular and annual
meeting of the Board of Directors for which notice shall be
required, shall be given by the Secretary as hereinafter provided
in this Section 7, in which notice shall be stated the time and
place of the meeting.  Except as otherwise required by these
By-Laws, such notice need not state the purposes of such meeting.
Notice of any special meeting, and of any regular or annual meeting
for which notice is required, shall be given to each director at
least (a) twelve (12) hours before the meeting if by telephone or
by being personally delivered or sent by telex, telecopy,
telegraph, or similar means or (b) two (2) days before the meeting
if delivered by mail to the director's residence or usual place of
business.  Such notice shall be deemed to be delivered when
deposited in the United States mail so addressed, with postage
prepaid, or when transmitted if sent by telex, telecopy, telegraph
or similar means.  Neither the business to be transacted at, nor
the purpose of, any special meeting of the Board of Directors need
be specified in the notice or waiver of notice of such meeting.
Any director may waive notice of any meeting by a writing signed by
the director entitled to the notice and filed with the minutes or
corporate records.  The attendance at or participation of the
director at a meeting shall constitute waiver of notice of such
meeting, unless the director at the beginning of the meeting or
promptly upon his arrival objects to holding the meeting or
transacting business at the meeting.

                  SECTION 8.  Director Nominations.  Nominations for the
election of directors may be made by the Board of Directors or a
nominating committee appointed by the Board of Directors or by any
stockholder entitled to vote in the election of directors
generally.  However, any stockholder entitled to vote in the
election of directors generally may nominate one or more persons
for election as directors at a meeting only if written notice of
such stockholder's intent to make such nomination or nominations
has been given, either by personal delivery or by United States
mail, postage prepaid, to the Secretary of the Corporation not
later than (i) with respect to an election to be held at an annual
meeting of stockholders, ninety (90) days prior to the anniversary
date of the immediately preceding annual meeting, and (ii) with
respect to an election to be held at a special meeting of
stockholders for the election of directors, the close of business
on the tenth (10th) day following the date on which notice of such
meeting is first given to stockholders.  Each such notice shall set
forth:  (a) the name and address of the stockholder who intends to
make the nomination and of the person or persons to be nominated;
(b) a representation that the stockholder is a holder of record of
stock of the Corporation entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to nominate
the person or persons specified in the notice; (c) a description of
all arrangements or understandings between the stockholder and each
nominee and any other person or persons (naming such person or
persons) pursuant to which the nomination or nominations are to be
made by the stockholder; (d) such other information regarding each
nominee proposed by such stockholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of
the Securities and Exchange Commission as then in effect; and (e)
the consent of each nominee to serve as a director of the
Corporation if so elected.  The presiding officer of the meeting
may refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedure.

                  SECTION 9.  Quorum and Manner of Acting.  A majority of
the entire Board of Directors shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors,
and, except as otherwise expressly required by statute or the
Certificate of Incorporation or these By-Laws, the act of a
majority of the directors present at any meeting at which a quorum
is present shall be the act of the Board of Directors.  In the
absence of a quorum at any meeting of the Board of Directors, a
majority of the directors present thereat may adjourn such meeting
to another time and place.  Notice of the time and place of any
such adjourned meeting shall be given to all of the directors
unless such time and place were announced at the meeting at which
the adjournment was taken, in which case such notice shall only be
given to the directors who were not present thereat.  At any
adjourned meeting at which a quorum is present, any business may be
transacted which might have been transacted at the meeting as
originally called.  The directors shall act only as a Board and the
individual directors shall have no power as such.

                  SECTION 10.  Organization.  At each meeting of the Board
of Directors, the Chairman of the Board, if one shall have been
elected, or, in the absence of the Chairman of the Board or if one
shall not have been elected, the Chief Executive Officer (or, in
his absence, another director chosen by a majority of the directors
present) shall act as chairman of the meeting and preside thereat.
The Secretary or, in his absence, any person appointed by the
chairman shall act as secretary of the meeting and keep the minutes
thereof.

                  SECTION 11.  Resignations.  Any director of the
Corporation may resign at any time by giving written notice of his
resignation to the Corporation.  Any such resignation shall take
effect at the time specified therein or, if the time when it shall
become effective shall not be specified therein, immediately upon
its receipt.  Unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.

                  SECTION 12.  Vacancies.  Newly created directorships
resulting from any increase in the number of directors or any
vacancies in the Board of Directors resulting from death,
resignation, retirement, disqualification, removal from office or
any other cause may be filled by the Board of Directors, provided
that a quorum is then in office and present, or only by a majority
of the directors then in office, if less than a quorum is then in
office, or by the sole remaining director.  Directors elected to
fill a newly created directorship or other vacancies shall hold
office for the remainder of the full term of the class of directors
in which the new directorship was created or the vacancy occurred
and until such director's successor has been elected and qualified.

                  SECTION 13.  Compensation.  The Board of Directors shall
have authority to fix the compensation, including fees and
reimbursement of expenses, of directors for services to the
Corporation in any capacity.

                  SECTION 14.  Committees.  The Board of Directors may, by
resolution passed by a majority of the entire Board of Directors,
designate one or more committees, including an executive committee,
each committee to consist of one or more of the directors of the
Corporation.  The Board of Directors may designate one or more
directors as alternate members of any committee, who may replace
any absent or disqualified member at any meeting of the committee.
Except to the extent restricted by statute or the Certificate of
Incorporation, each such committee, to the extent provided in the
resolution creating it, shall have and may exercise all the powers
and authority of the Board of Directors and may authorize the seal
of the Corporation to be affixed to all papers which require it.
Each such committee shall serve at the pleasure of the Board of
Directors and have such name as may be determined from time to time
by resolution adopted by the Board of Directors.  Each committee
shall keep regular minutes of its meetings and report the same to
the Board of Directors.

                  SECTION 15.  Action by Consent.  Unless restricted by the
Certificate of Incorporation, any action required or permitted to
be taken by the Board of Directors or any committee thereof may be
taken without a meeting if all members of the Board of Directors or
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 of Directors or such committee, as the
case may be.

                  SECTION 16.  Telephonic Meeting.  Unless restricted by
the Certificate of Incorporation, any one or more members of the
Board of Directors or any committee thereof may participate in a
meeting of the Board of Directors or such committee by means of a
conference telephone or similar communications equipment by means
of which all persons participating in the meeting can hear each
other.  Participation by such means shall constitute presence in
person at a meeting.

                                                    ARTICLE IV

                                                     Officers

                  SECTION 1.  Number and Qualifications.  The officers of
the Corporation shall be elected by the Board of Directors and
shall include the Chief Executive Officer, the President, one or
more Vice-Presidents, the Secretary and the Treasurer.  If the
Board of Directors wishes, it may also elect as an officer of the
Corporation a Chairman of the Board and may elect other officers
(including one or more Assistant Treasurers and one or more
Assistant Secretaries) as may be necessary or desirable for the
business of the Corporation.  Any two or more offices may be held
by the same person, and no officer except the Chairman of the Board
need be a director.  Each officer shall hold office until his
successor shall have been duly elected and shall have qualified, or
until his death, or until he shall have resigned or have been
removed, as hereinafter provided in these By-Laws.

                  SECTION 2.  Resignations.  Any officer of the Corporation
may resign at any time by giving written notice of his resignation
to the Corporation.  Any such resignation shall take effect at the
time specified therein or, if the time when it shall become
effective shall not be specified therein, immediately upon receipt.
Unless otherwise specified therein, the acceptance of any such
resignation shall not be necessary to make it effective.

                  SECTION 3.  Removal.  Any officer of the Corporation may
be removed, either with or without cause, at any time, by the Board
of Directors at any meeting thereof.

                  SECTION 4.  Chairman of the Board.  The Chairman of the
Board, if one shall have been elected, shall be a member of the
Board, an officer of the Corporation and, if present, shall preside
at each meeting of the Board of Directors or the stockholders.  He
shall advise and counsel with the Chief Executive Officer and the
President, and in their absence with other executives of the
Corporation, and shall perform such other duties as may from time
to time be assigned to him by the Board of Directors.

                  SECTION 5.  The Chief Executive Officer.  The Chief
Executive Officer shall be the chief executive officer of the
Corporation.  He shall, in the absence of the Chairman of the Board
or if a Chairman of the Board shall not have been elected, preside
at each meeting of the Board of Directors or the stockholders.  He
shall perform all duties incident to the office of chief executive
officer, and have authority over the business and affairs of the
Corporation and over its officers, agents and employees, subject to
the control and direction of the Board of Directors, and shall have
such other duties as may from time to time be assigned to him by
the Board of Directors.

                  SECTION 6.  The President.  The President shall be the
chief operating officer of the Corporation.  He shall perform all
duties incident to the office of President, and be responsible for
the general direction of the operations of the business, reporting
to the Chief Executive Officer, and shall have such other duties as
may from time to time be assigned to him by the Board of Directors.
At the request of the Chief Executive Officer, or in his absence or
in the event of his inability to act or his failure to act (in
violation of a duty to act or in contravention of direction to act
by the Board of Directors), the President shall perform the duties
of the Chief Executive Officer, and, when so acting, shall have the
powers of and be subject to the restrictions placed upon the Chief
Executive Officer in respect of the performance of such duties.

                  SECTION 7.  Vice-President.  Each Vice-President shall
perform all such duties as from time to time may be assigned to him
by the Board of Directors, the Chief Executive Officer or the
President.  At the request of the Chief Executive Officer or the
President, or in their absence or in the event of their inability
to act or their failure to act (in violation of a duty to act or in
contravention of direction to act by the Board of Directors), the
Vice-President, or if there shall be more than one, the
Vice-Presidents in the order determined by the Board of Directors
(or if there be no such determination, then the Vice-Presidents in
the order of their election), shall perform the duties of the Chief
Executive Officer or the President, and, when so acting, shall have
the powers of and be subject to the restrictions placed upon the
Chief Executive Officer or the President in respect of the
performance of such duties.

                  SECTION 8.  Treasurer.  The Treasurer shall

                           (a)  have charge and custody of, and be responsible
                  for, all the funds and securities of the Corporation;

                           (b)  keep full and accurate accounts of receipts and
                  disbursements in books belonging to the Corporation;

                           (c)  deposit all moneys and other valuables to the
                  credit of the Corporation in such depositaries as may be
                  designated by the Board of Directors or pursuant to its
                  direction;

                           (d)  receive, and give receipts for, moneys due and
                  payable to the Corporation from any source whatsoever;

                           (e)  disburse the funds of the Corporation and
                  supervise the investments of its funds, taking proper
                  vouchers therefor;

                           (f)  render to the Board of Directors, whenever the
                  Board of Directors may require, an account of the
                  financial condition of the Corporation; and

                           (g)  in general, perform all duties incident to the
                  office of Treasurer and such other duties as from time to
                  time may be assigned to him by the Board of Directors.

                  SECTION 9.  Secretary.  The Secretary shall

                           (a)  keep or cause to be kept in one or more books
                  provided for the purpose, the minutes of all meetings of
                  the Board of Directors, the committees of the Board of
                  Directors and the stockholders;

                           (b)  see that all notices are duly given in
                  accordance with the provisions of these By-Laws and as
                  required by law;

                           (c)  be custodian of the records and the seal of the
                  Corporation and affix and attest the seal to all
                  certificates for shares of the Corporation (unless the
                  seal of the Corporation on such certificates shall be a
                  facsimile, as hereinafter provided) and affix and attest
                  the seal to all other documents to be executed on behalf
                  of the Corporation under its seal;

                           (d)  see that the books, reports, statements,
                  certificates and other documents and records required by
                  law to be kept and filed are properly kept and filed; and

                           (e)  in general, perform all duties incident to the
                  office of Secretary and such other duties as from time to
                  time may be assigned to him by the Board of Directors.

                  SECTION 10.  The Assistant Treasurer.  The Assistant
Treasurer, or if there shall be more than one, the Assistant
Treasurers in the order determined by the Board of Directors (or if
there be no such determination, then in the order of their
election), shall, in the absence of the Treasurer or in the event
of his inability to act or his failure to act (in violation of a
duty to act or in contravention of direction to act by the Board of
Directors), perform the duties and exercise the powers of the
Treasurer and shall perform such other duties as from time to time
may be assigned by the Board of Directors.

                  SECTION 11.  The Assistant Secretary.  The Assistant
Secretary, or if there be more than one, the Assistant Secretaries
in the order determined by the Board of Directors (or if there be
no such determination, then in the order of their election), shall,
in the absence of the Secretary or in the event of his inability to
act or his failure to act (in violation of a duty to act or in
contravention of direction to act by the Board of Directors),
perform the duties and exercise the powers of the Secretary and
shall perform such other duties as from time to time may be
assigned by the Board of Directors.

                  SECTION 12.  Officers' Bonds or Other Security.  If
required by the Board of Directors, any officer of the Corporation
shall give a bond or other security for the faithful performance of
his duties, in such amount and with such surety as the Board of
Directors may require.

                  SECTION 13.  Compensation.  The compensation of the
officers of the Corporation for their services as such officers
shall be fixed from time to time by the Board of Directors.  An
officer of the Corporation shall not be prevented from receiving
compensation by reason of the fact that he is also a director of
the Corporation.

                                                     ARTICLE V

                                       Stock Certificates and Their Transfer

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

                  SECTION 2.  Facsimile Signatures.  Where a certificate is
signed by a transfer agent or transfer clerk and by a registrar,
the signatures of any such Chairman of the Board, Chief Executive
Officer, President, Vice-President, Treasurer, Assistant Treasurer,
Secretary or Assistant Secretary upon such certificate may be
facsimiles engraved or printed.  In case any officer, transfer
agent or registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as
if he were such officer, transfer agent or registrar at the date of
issue.

                  SECTION 3.  Lost Certificates.  The Board of Directors
may direct a new certificate or certificates to be issued in place
of any certificate or certificates theretofore issued by the
Corporation alleged to have been lost, stolen, or destroyed.  When
authorizing such issue of a new certificate or certificates, the
Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost,
stolen, or destroyed certificate or certificates, or his legal
representative, to give the Corporation a bond in such sum as it
may direct sufficient to indemnify it against any claim that may be
made against the Corporation on account of the alleged loss, theft
or destruction of any such certificate or the issuance of such new
certificate.

                  SECTION 4.  Transfers of Stock.  Upon surrender to the
Corporation or the transfer agent of the Corporation of a
certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it
shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record
the transaction upon its records;  provided, however, that the
Corporation shall be entitled to recognize and enforce any lawful
restriction on transfer.  Whenever any transfer of stock shall be
made for collateral security, and not absolutely, it shall be so
expressed in the entry of transfer if, when the certificates are
presented to the Corporation for transfer, both the transferor and
the transferee request the Corporation to do so.

                  SECTION 5.  Transfer Agents and Registrars.  The Board of
Directors may appoint, or authorize any officer or officers to
appoint, one or more transfer agents and one or more registrars.

                  SECTION 6.  Regulations.  The Board of Directors may make
such additional rules and regulations, not inconsistent with these
By-Laws, as it may deem expedient concerning the issue, transfer
and registration of certificates for shares of stock of the
Corporation.

                  SECTION 7.  Fixing the Record Date.  In order that the
Corporation may determine the stockholders entitled to notice of or
to vote at any meeting of stockholders or any adjournment thereof,
or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise
any rights in respect of any change, conversion or exchange of
stock or for the purpose of any other lawful action, the Board of
Directors may fix, in advance, a record date, which shall not be
more than sixty (60) nor less than ten (10) days before the date of
such meeting, nor more than sixty (60) days prior to any other
action.  A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to
any adjournment of the meeting; provided, however, that the Board
of Directors may fix a new record date for the adjourned meeting.

                  SECTION 8.  Registered Stockholders.  The Corporation
shall be entitled to recognize the exclusive right of a person
registered on its records as the owner of shares of stock to
receive dividends and to vote as such owner, shall be entitled to
hold liable for calls and assessments a person registered on its
records as the owner of shares of stock, and shall not be bound to
recognize any equitable or other claim to or interest in such share
or shares of stock on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise
provided by the laws of Delaware.

                                                    ARTICLE VI

                                     Indemnification of Directors and Officers

                   SECTION 1.  General.  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),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or
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, shall not, of itself, create a
presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the
best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that
his conduct was unlawful.

                  SECTION 2.  Derivative Actions.  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 attorneys' fees)
actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, provided that no
indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the
Court of Chancery of the State of Delaware or the court in which
such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.

                  SECTION 3.  Indemnification in Certain Cases.  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 Sections
1 and 2 of this Article VI, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in
connection therewith.

                  SECTION 4.  Procedure.  Any indemnification under
Sections 1 and 2 of this Article VI (unless ordered by a court)
shall 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 because
he has met the applicable standard of conduct set forth in such
Sections 1 and 2.  Such determination shall be made (a) by the
Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action,  suit or proceeding,
or (b) if such a quorum is not obtainable, or, even if obtainable
a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (c) by the stockholders.

                  SECTION 5.  Advances for Expenses.  Expenses incurred in
defending a civil or criminal action, suit or proceeding may be
paid by the Corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such
amount if it shall be ultimately determined that he is not entitled
to be indemnified by the Corporation as authorized in this Article
VI.

                  SECTION 6.  Rights Not Exclusive.  The indemnification
and advancement of expenses provided by, or granted pursuant to,
the other subsections of this Article VI shall not be deemed
exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under
any law, by-law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.

                  SECTION 7.  Insurance.  The Corporation shall have power
to purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such
liability under the provisions of this Article VI.

                  SECTION 8.  Definition of Corporation.  For the purposes
of this Article VI, references to "the 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, partnership, joint venture, trust or other
enterprise shall stand in the same position under the provisions of
this Article VI with respect to the resulting or surviving
corporation as he would if he had served the resulting or surviving
corporation in the same capacity.

                  SECTION 9.  Survival of Rights.  The indemnification and
advancement of expenses provided by, or granted pursuant to this
Article VI shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit
of the heirs, executors and administrators of such a person.

                  SECTION 10.  Article VI Deemed a Contract.  The foregoing
provisions of this Article VI shall be deemed to be a contract
between the Corporation and each person who serves in any capacity
specified in this Article VI at any time while this Article VI, as
amended, is in effect, and any repeal or modification of this
Article VI shall not affect any rights or obligations then existing
with respect to any state of facts then or theretofore existing or
any action, prosecution, suit or proceeding theretofore or
thereafter brought based in whole or in part upon any such state of
facts.

                                                    ARTICLE VII

                                                General Provisions

                   SECTION 1.  Dividends.  Subject to the provisions of
statute and the Certificate of Incorporation, dividends upon the
shares of capital stock of the Corporation may be declared by the
Board of Directors at any regular or special meeting.  Dividends
may be paid in cash, in property or in shares of stock of the
Corporation, unless otherwise provided by statute or the
Certificate of Incorporation.

                  SECTION 2.  Reserves.  Before payment of any dividend,
there may be set aside out of any funds of the Corporation
available for dividends such sum or sums as the Board of Directors
may, from time to time, in its 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 Board of Directors may
think conducive to the interests of the Corporation.  The Board of
Directors may modify or abolish any such reserves in the manner in
which it was created.

                  SECTION 3.  Seal.  The seal of the Corporation shall be
in such form as shall be approved by the Board of Directors, which
form may be changed by resolution of the Board of Directors.

                  SECTION 4.  Fiscal Year.  The fiscal year of the
Corporation shall be June 30, which fiscal year may be changed by
resolution of the Board of Directors.

                  SECTION 5.  Checks, Notes, Drafts, Etc.  All checks,
notes, drafts or other orders for the payment of money of the
Corporation shall be signed, endorsed or accepted in the name of
the Corporation by such officer, officers, person or persons as
from time to time may be designated by the Board of Directors or by
an officer or officers authorized by the Board of Directors to make
such designation.

                  SECTION 6.  Execution of Contracts, Deeds, Etc.  The
Board of Directors may authorize any officer or officers, agent or
agents, in the name and on behalf of the Corporation to enter into
or execute and deliver any and all deeds, bonds, mortgages,
contracts and other obligations or instruments, and such authority
may be general or confined to specific instances.

                  SECTION 7.  Voting of Stock in Other Corporations.
Unless otherwise provided by resolution of the Board of Directors,
the Chairman of the Board, the Chief Executive Officer or the
President, from time to time, may (or may appoint one or more
attorneys or agents to) cast the votes which the Corporation may be
entitled to cast as a shareholder or otherwise in any other
corporation, any of whose shares or securities may be held by the
Corporation, at meetings of the holders of the shares or other
securities of such other corporation.  In the event one or more
attorneys or agents are appointed, the Chairman of the Board, the
Chief Executive Officer or the President may instruct the person or
persons so appointed as to the manner of casting such votes or
giving such consent.  The Chairman of the Board, the Chief
Executive Officer or the President may, or may instruct the
attorneys or agents appointed to, execute or cause to be executed
in the name and on behalf of the Corporation and under its seal or
otherwise, such written proxies, consents, waivers or other
instruments as may be necessary or proper in the circumstances.

                                                   ARTICLE VIII

                                                    Amendments

                  These By-Laws may be amended or repealed or new by-laws
adopted only (a) by the affirmative vote of stock representing at
least eighty percent (80%) of the voting power of the then
outstanding voting stock of the Corporation entitled to vote
thereon at any annual or special meeting of stockholders, voting as
a single class; provided that the notice of such meeting of
stockholders, whether regular or special, shall specify as one of
the purposes thereof the making of such amendment, repeal or
adoption or (b) if the Certificate of Incorporation so provides, by
action of the Board of Directors at a regular or special meeting
thereof.  Any by-law made by the Board of Directors may be amended
or repealed by the affirmative vote of at least eighty percent
(80%) of the voting stock of the Corporation at any annual or
special meeting of stockholders; provided that the notice of such
meeting of stockholders, whether regular or special, shall specify
as one of the purposes thereof the making of such amendment or
repeal.
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