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                          By-Laws

                            of

              POTOMAC ELECTRIC POWER COMPANY
                     WASHINGTON, D. C.











                    As amended through
                       July 24, 1997





       



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              POTOMAC ELECTRIC POWER COMPANY

                          BY-LAWS

                          ______


                         ARTICLE I

     SECTION 1.  The annual meeting of the stockholders of the
Company shall be held on such day, at such time and place within or
without the District of Columbia as the Board of Directors or the
Executive Committee shall designate for the purpose of electing
directors and of transacting such other business as may properly be
brought before the meeting.

     At an annual meeting of the 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 (or any supplement
thereto) given by or at the direction of the Board, otherwise
properly brought before the meeting by or at the direction of the
Board, or otherwise properly brought before the meeting by a
stockholder.  In addition to any other applicable requirements, for
business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof
in writing to the Secretary of Potomac Electric Power Company.  To
be timely, a stockholder's notice must be received at the principal
executive offices of the Company not less than 50 days nor more
than 75 days prior to the meeting; provided, however, that in the
event that less than 65 days' notice or prior public disclosure of
the date of the meeting is given or made to stockholders, notice by
the stockholder to be timely must be so received not later than the
close of business on the fifteenth day following the day on which
such notice of the date of the annual meeting was mailed or such
public disclosure was made, whichever first occurs.  A
stockholder's notice to the Secretary shall set forth (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 number of shares of
the Company that are beneficially owned by the stockholder, and
(iv) any material interest of the stockholder in such business.

     Notwithstanding anything in the By-Laws to the contrary, no
business shall be conducted at the annual meeting except in
accordance with the procedures set forth in this Article I, Section
1; provided, however, that nothing in this Article I, Section 1
shall be deemed to preclude discussion by any stockholder of any
business properly brought before the annual meeting in accordance
with such procedures.

     The Chairman of an annual meeting shall, if the facts warrant,
determine that business was not properly brought before the meeting
in accordance with the provisions of this Article I, Section 1, and
if he should so determine, he shall so declare to the meeting and
any such business not properly brought before the meeting shall not
be transacted.

     SECTION 2.  Special meetings of the stockholders, when called,
shall be held at such time and place within or without the District
of Columbia and may be called by the Board of Directors, or the
Executive Committee, or the holders of record of not less than one-
fifth of all the outstanding shares entitled to vote at the
meeting, or, if the meeting is for the purpose of enabling the
holders of the Serial Preferred Stock of the Company to elect
directors upon the conditions set forth in the Articles of
Incorporation of the Company, such meeting shall be called as
therein provided.

     SECTION 3.  Written notice stating the place, day and hour of
each meeting of the stockholders and the purpose or purposes for
which the meeting is called shall be given not less than ten days
(or such longer period as may be prescribed by law) and not more
than fifty days before the date of the meeting to each stockholder
of record entitled to vote at the meeting, by depositing such
notice in the United States mail addressed to the respective
stockholders at their addresses as they appear on the records of
the Company, with postage thereon prepaid.

     In connection with the first election of a portion of the
members of the Board of Directors by the holders of the Serial
Preferred Stock upon accrual of such right, as provided in the
Articles of Incorporation of the Company, the Company shall prepare
and mail to the holders of the Serial Preferred Stock entitled to
vote thereon such proxy forms, communications and documents as may
be deemed appropriate for the purpose of soliciting proxies for the
election of directors by the holders of the Serial Preferred Stock.

     The Secretary or an Assistant Secretary of the Company shall
cause to be made, at least ten days before each meeting of
stockholders, a complete list of the stockholders entitled to vote
at such meeting or any adjournment thereof, with the address of and
the number of shares held by each.  Such list, for a period of ten
days prior to such meeting, shall be kept on file at the principal
place of business of the Company and shall be subject to inspection
for any proper purpose by any stockholder at any time during usual
business hours.  Such list shall also be produced and kept open at
the time and place of the meeting and shall be subject to the
inspection for any proper purpose of any stockholder during the
whole time of the meeting.

     SECTION 4.  At each meeting of stockholders the holders of
record of a majority of the outstanding shares entitled to vote at
such meeting, represented in person or by proxy, shall constitute
a quorum, except as otherwise provided by law or by the Articles of
Incorporation of the Company.  The affirmative vote of the holders
of a majority of the shares represented at a duly organized meeting
at which a quorum was present at the time of organization, and
entitled to vote on the subject matter, shall be the act of the
stockholders, unless the vote of the holders of a greater number,
or voting by classes, is required by law or by the Articles of
Incorporation of the Company and except that in elections of
directors those receiving the greatest numbers of votes shall be
deemed elected even though not receiving a majority.  If a meeting
cannot be organized because a quorum has not attended, the holders
of a majority of the shares represented at the meeting may adjourn
the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall have been
obtained, when any business may be transacted which might have been
transacted at the meeting as first convened had there been a
quorum.

     SECTION 5.  Meetings of the stockholders shall be presided
over by the Chairman of the Board or, if he is not present, by the
President or, if neither is present, by a Vice Chairman or, if no
such officer is present, by a chairman to be chosen at the meeting. 
The Secretary of the Company or, if he is not present, an Assistant
Secretary of the Company or, if neither is present, a secretary to
be chosen at the meeting, shall act as Secretary of the meeting.

     SECTION 6.  Each stockholder entitled to vote at any meeting
may so vote either in person or by proxy executed in writing by the
stockholder or by his duly authorized attorney-in-fact and shall be
entitled to one vote on each matter submitted to a vote for each
share of stock of the Company having voting power thereon
registered in his name at the date fixed for the determination of
the stockholders entitled to vote at the meeting.

     SECTION 7.  At all elections of directors the voting shall be
by ballot.  At all such elections, the Chairman of the meeting
shall appoint two inspectors of election, unless such appointment
shall be unanimously waived by the stockholders present in person
or represented by proxy at the meeting and entitled to vote for the
election of directors.  No director or candidate for the office of
director shall be appointed as such inspector.  The inspectors,
before entering upon the discharge of their duties, shall take and
subscribe an oath or affirmation faithfully to execute the duties
of inspector at such meeting with strict impartiality and according
to the best of their ability, and shall take charge of the polls
and after the balloting shall make a certificate of the result of
the vote taken.

     SECTION 8.  In order to determine who are stockholders of the
Company for any proper purpose, the Board of Directors either may
close the stock transfer books or, in lieu thereof, may fix in
advance a date as the record date for such determination, such date
in any case to be not more than fifty days (and, in the case of a
meeting of stockholders, not less than ten days or such longer
period as may be required by law) prior to the date on which the
particular action, requiring such determination, is to be taken. 
When such a record date has been so fixed for the determination of
stockholders entitled to vote at a meeting, such determination
shall apply to any adjournment thereof.

                        ARTICLE II

                    BOARD OF DIRECTORS

     SECTION 1.  The Board of Directors of the Company shall
consist of twelve persons, each of whom shall be a stockholder of
the Company.  The directors shall be divided into three classes,
designated Class I, Class II, and Class III.  Each of the classes
shall have four directors.  At the 1987 annual meeting of
stockholders, Class I directors shall be elected for a one-year
term, Class II directors for a two-year term, and Class III
directors for a three-year term.  At each succeeding annual meeting
of stockholders beginning in 1988, successors to the class of
directors whose term expires at that annual meeting shall be
elected for a three-year term.  Except as otherwise provided in the
Articles of Incorporation of the Company and in these By-Laws, the
directors shall hold office until the annual meeting of the
stockholders for the year in which their respective terms expire
and until their respective successors shall have been elected and
qualified.  No person shall be eligible for election as a director
after he shall have attained his seventieth birthday, and no person
shall be eligible to serve as a director beyond the next annual
meeting after he shall have attained his seventieth birthday.  No
director who is a full time employee of the Company shall be
eligible to serve as a director beyond the next annual meeting
after termination of his employment with the Company, provided,
that (a) this provision shall not apply to a director who is
serving or has served as Chief Executive Officer and (b) a director
serving at the time of termination of employment as Vice Chairman
shall be permitted to continue as director until the expiration of
his three-year term.  Seven members of the Board shall constitute
a quorum for the transaction of business, but if any meeting of the
Board cannot be organized because a quorum has not attended, a
majority of those present may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until
a quorum shall have been obtained, when any business may be
transacted which might have been transacted at the meeting as first
convened had there been a quorum.  The acts of a majority of the
directors present at a meeting at which a quorum is present shall,
except as otherwise provided by law, by the Articles of
Incorporation of the Company, or by these By-Laws, be the acts of
the Board of Directors.

     Only persons who are nominated in accordance with the
following procedures shall be eligible for election as Directors. 
Nominations of persons for election to the Board of the Company may
be made at the annual meeting of stockholders by or at the
direction of the Board of Directors, by any nominating committee or
person appointed by the Board, or by any stockholder of the Company
entitled to vote for the election of Directors at the meeting who
complies with the notice procedures set forth in this Article II,
Section 1.  Such nominations, other than those made by or at the
direction of the Board, shall be made pursuant to timely notice in
writing to the Secretary of Potomac Electric Power Company.  To be
timely, a stockholder's notice shall be received at the principal
executive offices of the Company not less than 50 days nor more
than 75 days prior to the meeting; provided, however, that in the
event that less than 65 days' notice or prior public disclosure of
the date of the meeting is given or made to stockholders, notice by
the stockholder to be timely must be so received not later than the
close of business on the fifteenth day following the day on which
such notice of the date of the meeting was mailed or such public
disclosure was made, whichever first occurs.  Such stockholder's
notice to the Secretary shall set forth (a) as to each person whom
the stockholder proposes to nominate for election or reelection as
a Director, (i) the name, age, business address and residence
address of the person, (ii) the principal occupation or employment
of the person, (iii) the class and number of shares of capital
stock of the Company that are beneficially owned by the person and
(iv) any other information relating to the person that is required
to be disclosed in solicitations for proxies for election of
Directors pursuant to Section 14(a) of the Securities Exchange Act
of 1934, as amended; and (b) as to the stockholder giving the
notice (i) the name and record address of the stockholder and (ii)
the class and number of shares of capital stock of the Company that
are beneficially owned by the stockholder.  The Company may require
any proposed nominee to furnish such other information as may
reasonably be required by the Company to determine the eligibility
of such proposed nominee to serve as Director of the Company.  No
person shall be eligible for election as a Director of the Company
unless nominated in accordance with the procedures set forth
herein.

     The Chairman of the meeting shall, if the facts warrant,
determine that a nomination was not made in accordance with the
foregoing procedure, and if he should so determine, he shall so
declare to the meeting and the defective nomination shall be
disregarded.

     The Board of Directors, as soon as is reasonably practicable
after the initial election of Directors by the stockholders in each
year, shall elect one of its number Chairman of the Board, who may
be, but is not required to be, an officer and employee of the
Company.

     SECTION 2.  Any vacancy, from any cause other than an increase
in the number of Directors, occurring among the directors shall be
filled without undue delay by a majority of the remaining directors
who were elected, or whose predecessors in office were elected, by
the same class of stockholders as that which elected the last
incumbent of the vacant directorship.  The term of any director
elected by the remaining directors to fill a vacancy (other than
one caused by an increase in the number of directors) shall expire
at the next stockholders' meeting at which directors are elected.

     SECTION 3.  Regular meetings of the Board of Directors shall
be held at the office of the Company in the District of Columbia
(unless otherwise fixed by resolution of the Board) at such time as
may from time to time be fixed by resolution of the Board.  Special
meetings of the Board may be held upon call of the Executive
Committee, or the Chairman of the Board, or the President, or a
Vice Chairman, by oral, telegraphic or written notice, setting
forth the time and place (either within or without the District of
Columbia) of the meeting, duly served on or sent or mailed to each
director not less than two days before the meeting.  A meeting of
the Board may be held without notice, immediately after, and at the
same place as, the annual meeting of the stockholders.  A waiver in
writing of any notice, signed by a director, whether before or
after the time stated therein, shall be deemed equivalent to the
giving of such notice to such director.  Neither the business to be
transacted at, nor the purpose of, any regular or special meeting
of the Board need be specified in any notice, or waiver of notice,
of such meeting.

     SECTION 4.  Meetings of the Board of Directors shall be
presided over by the Chairman of the Board or, if he is not
present, by the President or, if neither is present, by a Vice
Chairman or, if no such officer is present, by a chairman to be
chosen at the meeting.  The Secretary of the Company or, if he is
not present, an Assistant Secretary of the Company or, if neither
is present, a secretary to be chosen at the meeting, shall act as
secretary of the meeting.

     SECTION 5.  The Board of Directors may, by resolution or
resolutions adopted by not less than the number of directors
necessary to constitute a quorum of the Board, designate an
Executive Committee consisting of not less than three nor more than
seven directors.  Except as otherwise provided by law, the
Executive Committee shall have and may exercise, when the Board is
not in session, all of the powers of the Board in the management of
the property, business and affairs of the Company; but the
Executive Committee shall not have power to fill vacancies in the
Board, or to change the membership of, or to fill vacancies in, the
Executive Committee, or to adopt, alter, amend, or repeal by-laws
of the Company.  The Board shall have the power at any time to fill
vacancies in, to change the membership of, or to dissolve, the
Executive Committee.  The Executive Committee may make rules for
the conduct of its business and fix the time and place of its
meetings, and may appoint such committees and assistants as it
shall from time to time deem necessary.  A majority of the members
of the Executive Committee shall constitute a quorum, and the acts
of a majority of the members of the Committee present at a meeting
at which a quorum is present shall be the acts of said Committee. 
All action taken by the Executive Committee shall be reported to
the Board at its regular meeting next succeeding the taking of such
action.

     SECTION 6.  The Board of Directors may also, by resolution or
resolutions adopted by not less than the number of directors
necessary to constitute a quorum of the Board, designate one or
more other committees, each such committee to consist of such
number of directors as the Board may from time to time determine,
which, to the extent provided in said resolution or resolutions,
shall have and may exercise such limited authority as the Board may
authorize.  Such committee or committees shall have such name or
names as the Board may from time to time determine.  The Board
shall have the power at any time to fill vacancies in, to change
the membership of, or to dissolve, any such committee.  A majority,
or such other number as the Board may designate, of the members of
any such committee shall constitute a quorum.  Each such committee
may make rules for the conduct of its business and fix the time and
place of its meetings unless the Board shall otherwise provide. 
All action taken by any such committee shall be reported to the
Board at its regular meeting next succeeding the taking of such
action, unless otherwise directed.

     SECTION 7.  The Board of Directors shall fix the compensation
to be paid to each director who is not a salaried employee of the
Company for serving as a director and for attendance at meetings of
the Board and committees thereof, and may authorize the payment to
directors of expenses incurred in attending any such meeting or
otherwise incurred in connection with the business of the Company. 
This By-Law shall not be construed to preclude any Director from
serving the Company in any other capacity and receiving
compensation therefor.

     SECTION 8.  At a special meeting called expressly for such
purpose (i) any director elected by the holders of the Serial
Preferred Stock, or elected by directors to fill a vacancy among
the directors elected by the holders of such stock, may be removed,
only for cause, by a vote of the holders of a majority of the
shares of Serial Preferred Stock, and the resulting vacancy may be
filled, for the unexpired term of the director so removed, by a
vote of the holders of such Stock; and (ii) any director elected by
the holders of the Common Stock, or elected by directors to fill a
vacancy among the directors elected by the holders of such stock,
may be removed, only for cause, by a vote of the holders of a
majority of the shares of Common Stock, and the resulting vacancy
may be filled, for the unexpired term of the director so removed,
by a vote of the holders of such Stock.

     SECTION 9.  With respect to a Company officer, director, or
employee, the Company shall indemnify, and with respect to any
other individual the Company may 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 (an "Action"),
whether civil, criminal, administrative, arbitrative or
investigative (including an Action by or in the right of the
Company) by reason of the fact that he is or was a director,
officer, employee or agent of the Company, or is or was serving at
the request of the Company 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; except
in relation to matters as to which he shall be finally adjudged in
such Action to have knowingly violated the criminal law or be
liable for willful misconduct in the performance of his duty to the
Company.  The termination of any Action 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 was guilty of willful misconduct.

     Any indemnification (unless ordered by a court) shall be made
by the Company 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 above.  In the case of
any director, such determination shall be made:  (1) by the Board
of Directors by a majority vote of a quorum consisting of directors
who were not parties to such Action; or (2) if such a quorum is not
obtainable, by majority vote of a committee duly designated by the
Board of Directors (in which designation directors who are parties
may participate) consisting solely of two or more directors not at
the time parties to the proceeding; or (3) by special legal counsel
selected by the Board of Directors or its committee in the manner
prescribed by clause (1) or (2) of this paragraph, or if such a
quorum is not obtainable and such a committee cannot be designated,
by majority vote of the Board of Directors, in which selection
directors who are parties may participate; or (4) by vote of the
shareholders, in which vote shares owned by or voted under the
control of directors, officers and employees who are at the time
parties to the Action may not be voted.  In the case of any
officer, employee, or agent other than a director, such
determination may be made (i) by the Board of Directors or a
committee thereof; (ii) by the Chairman of the Board of the Company
or, if the Chairman is a party to such Action, the President of the
Company, or (iii) such other officer of the Company, not a party to
such Action, as such person specified in clause (i) or (ii) of this
paragraph may designate.  Authorization of indemnification and
evaluation as to reasonableness of expenses shall be made in the
same manner as the determination that indemnification is
permissible, except that if the determination is made by special
legal counsel, authorization of indemnification and evaluation as
to reasonableness of expenses shall be made by those entitled
hereunder to select such legal counsel.

     Expenses incurred in defending an Action for which
indemnification may be available hereunder shall be paid by the
Company in advance of the final disposition of such Action as
authorized in the manner provided in the preceding paragraph,
subject to execution by the person being indemnified of a written
undertaking to repay such amount if and to the extent that it shall
ultimately be determined by a court that such indemnification by
the Company is not permitted under applicable law.

     It is the intention of the Company that the indemnification
set forth in this Section 9 of Article II, shall be applied to no
less extent than the maximum indemnification permitted by law.  In
the event that any right to indemnification or other right
hereunder may be deemed to be unenforceable or invalid, in whole or
in part, such unenforceability or invalidity shall not affect any
other right hereunder, or any right to the extent that it is not
deemed to be unenforceable.  The indemnification provided herein
shall be in addition to, and not exclusive of, any other rights to
which those indemnified may be entitled under any by-law,
agreement, vote of stockholders, or otherwise, and shall continue
as to a person who has ceased to be a director, officer, employee,
or agent and inure to the benefit of such person's heirs,
executors, and administrators.

     SECTION 10.  The Board of Directors may, in its discretion, at
any time elect one or more persons to the position of Advisory
Director, to serve as such during the pleasure of the Board, but no
person shall be eligible to serve as an Advisory Director beyond
the next annual meeting after he shall have attained his seventy-
second birthday.  Advisory Directors so elected by the Board shall
be entitled to attend, and take part in discussions at, meetings of
the Board of Directors, but shall not be considered members of the
Board for quorum or voting purposes.  Advisory Directors shall
receive the same compensation as members of the Board.

     SECTION 11.  In any proceeding brought by a stockholder in the
right of the Company or brought by or on behalf of the stockholders
of the Company, no monetary damages shall be assessed against an
officer or director.  The liability of an officer or director shall
not be limited as provided in this section if the officer or
director engaged in willful misconduct or a knowing violation of
the criminal law.

                        ARTICLE III

                         OFFICERS

     SECTION 1.  The Board of Directors, as soon as reasonably
practicable after the initial election of directors by stockholders
in each year, shall elect a President, may elect one or more Vice
Chairmen and shall elect one or more Vice Presidents (who may be
given such other descriptive titles as the Board may specify), a
Secretary, a Treasurer and a Comptroller, and from time to time may
elect such Assistant Secretaries, Assistant Treasurers, Assistant
Comptrollers and other officers, and appoint such other agents, as
it may deem desirable.  Any two or more offices may be held by the
same person, except the offices of President and Secretary.  The
Board of Directors shall elect the Chairman of the Board or one of
the above officers Chief Executive Officer of the Company.

     SECTION 2.  The term of office of all officers shall be until
the next succeeding annual election of officers and until their
respective successors shall have been elected and qualified; but
any officer or agent elected or appointed by the Board of Directors
may be removed, with or without cause, by the affirmative vote of
a majority of the members of the Board whenever in their judgment
the best interests of the Company will be served thereby.  Such
removal shall be without prejudice to contract rights, if any, of
the person so removed.  Election or appointment of an officer or
agent shall not of itself create contract rights.  Unless
specifically authorized by resolution of the Board of Directors, no
agreement for the employment of any officer for a period longer
than one year shall be made.

     SECTION 3.  Subject to such limitations as the Board of
Directors or the Executive Committee may from time to time
prescribe, the officers of the Company shall each have such
authority and perform such duties in the management of the
property, business and affairs of the Company as by custom
generally pertain to their respective offices, as well as such
authority and duties as from time to time may be conferred by the
Board of Directors, the Executive Committee or the Chief Executive
Officer.

     SECTION 4.  The salaries of all officers, employees and agents
of the Company shall be determined and fixed by the Board of
Directors, or pursuant to such authority as the Board may from time
to time prescribe.

                        ARTICLE IV

                   CERTIFICATES OF STOCK

     SECTION 1.  The shares of the capital stock of the Company
shall be represented by certificates, provided that the Board of
Directors of the Company may provide by resolution that some or all
of the shares of any or all of its classes or series of capital
stock may be uncertificated shares.  Except as otherwise expressly
provided by law, the rights and obligations of the holders of
uncertificated shares and the rights and obligations of the holders
of certificates representing shares of the same class and series
shall be identical.  Shares of the capital stock of the Company
that are evidenced by certificates shall be in such form as the
Board of Directors may from time to time prescribe.  Such
certificates shall be signed by the President or a Vice President
and by the Secretary or an Assistant Secretary, shall be sealed
with the seal of the Company, or a facsimile thereof, shall be
countersigned and registered in such manner, if any, as the Board
may by resolution prescribe.  Where such a certificate is
countersigned by a transfer agent (other than the Company or an
employee of the Company), or by a transfer clerk and registered by
a registrar, the signatures thereon of the President or Vice
President and the Secretary or Assistant Secretary may be
facsimiles.  In case any officer who has signed or whose facsimile
signature has been placed upon any such certificate shall have
ceased to be such officer before such certificate is issued, it may
be issued by the Company with the same effect as if such officer
had not ceased to hold such office at the date of its issue.

     SECTION 2.  The shares of the capital stock of the Company
shall be transferable on the books of the Company by the holders
thereof in person or by duly authorized attorney, and, if
represented by certificates, upon surrender and cancellation of the
certificates evidencing such shares, with duly executed assignment
and power of transfer endorsed thereon or attached thereto, and
with such proof of the authenticity of the signatures as the
Company or its agents may reasonably require and, if
uncertificated, upon receipt of appropriate instructions.

     SECTION 3.  No certificate evidencing shares of the capital
stock of the Company shall be issued in place of any certificate
alleged  to have been lost, stolen, or destroyed, except upon
production of such evidence of the loss, theft or destruction, and
upon such indemnification of the Company and its agents by such
person or persons and in such manner, as the Board of Directors may
from time to time prescribe.

                         ARTICLE V

              CHECKS, NOTES, CONTRACTS, ETC.

     All checks and drafts on the Company's bank accounts, bills of
exchange, promissory notes, acceptances, obligations, other
instruments for the payment of money, and endorsements other than
for deposit in a bank account of the Company shall be signed by the
Treasurer or an Assistant Treasurer and shall be countersigned by
the Chief Executive Officer, the President, a Vice Chairman or a
Vice President, unless otherwise authorized by the Board of
Directors; provided that checks drawn on the Company's dividend
and/or special accounts may bear the manual signature, or the
facsimile signature, affixed thereto by a mechanical device, of
such officer or agent as the Board of Directors shall authorize.

     All contracts, bonds and other agreements and undertakings of
the Company shall be executed by the Chief Executive Officer, the
President, a Vice Chairman or a Vice President and by such other
officer or officers, if any, as may be designated, from time to
time, by the Board of Directors and, in the case of any such
document required to be under seal, the corporate seal shall be
affixed thereto and attested by the Secretary or an Assistant
Secretary.

     Whenever any instrument is required by this Article to be
signed by more than one officer of the Company, no person shall so
sign in more than one capacity.


                        ARTICLE VI

                        FISCAL YEAR

     The fiscal year of the Company shall begin on the first day of
January in each year and shall end on the thirty-first day of
December following.

                        ARTICLE VII

                          OFFICES

The principal office of the Company shall be situated in the
District of Columbia.  The registered office of the Company in
Virginia shall be situated in the County of Fairfax.  The Company
may have such other offices at such places, within the District of
Columbia, the Commonwealth of Virginia, or elsewhere, as shall be
determined from time to time by the Board of Directors or by the
Chief Executive Officer.

                       ARTICLE VIII

                        AMENDMENTS

     Except as otherwise provided by law, the Board of Directors
may alter, amend, or repeal the By-Laws of the Company, or adopt
new By-Laws, at any meeting of the Board, by the affirmative vote
of not less than the number of directors necessary to constitute a
quorum of the Board.