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                                                                       EXHIBIT 3

                           PLAYBOY ENTERPRISES, INC.
 
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                                   COMPOSITE
                                     BYLAWS
                                  (as amended)

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                                   ARTICLE I

                                    OFFICES

     Section 1.  The principal office shall be in the City of Wilmington, County
of New Castle, State of Delaware.

     Section 2.  The Corporation may also have offices at such other places both
within and without the State of Delaware as the Board of Directors may from time
to time determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     Section 1.  Meetings of the stockholders for the election of directors
shall be held at such place, either within or without the State of Delaware, as
may be fixed from time to time, by the Board of Directors, and as shall be
stated in the notice of the meeting or in a duly executed waiver of notice
thereof.

     Section 2.  Annual meetings of stockholders shall be held on a date and
time designated by the Board of Directors consistent with the Delaware General
Corporation Law, at which meetings they shall elect a Board of Directors by the
vote set forth in Section 8 of this Article II, and transact such other business
as may properly be brought before the meeting.
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     Section 3.  The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten days before every election of
directors, a complete list of the stockholders entitled to vote at said
election, 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 days prior to the
election, either at a place within the city, town or village where the election
is to be held and which place shall be specified in the notice of the meeting,
or, if not specified, at the place where said meeting is to be held, and the
list shall be produced and kept at the time and place of election during the
whole time thereof, and subject to the inspection of any stockholder, for any
purpose germane to the meeting, who may be present.

     Section 4.  Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the Chief Executive Officer and shall be called
by the Chief Executive Officer or Secretary at the request in writing of a
majority of the Board of Directors, or at the request in writing of stockholders
owning a majority in amount of the entire capital stock of the Corporation
issued and outstanding and entitled to vote.  Such request shall state the
purpose or purposes of the proposed meeting.

     Section 5.  Whenever stockholders are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given, which
notice shall state the place, date and hour of the meeting, and, in the case of
a special meeting, the purpose or purposes for which the meeting is called.  The
written notice of any meeting shall be given to each stockholder entitled to
vote at any such meeting not less than ten nor more than sixty days before the
date of the meeting. If mailed, notice is given when deposited in the United
States mail, postage prepaid, directed to the stockholder at his address as it
appears on the records of the Corporation.

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     Section 6.  Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

     Section 7.  The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the Certificate of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented.  At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified.

     Section 8.  When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
except for the election of directors of the Corporation, unless the question is
one upon which by express provision of the statutes or of the Certificate of
Incorporation, a different vote is required in which case such express provision
shall govern and control the decision of such question.  Each nominee for
director, in order to be elected at a meeting, must receive the vote of the
holders of a majority of the stock having power to vote in the election of the
Board of Directors and present in person or represented by proxy at such
meeting.

     Section 9.  Each stockholder shall at every meeting of the stockholders be 
entitled to one vote in person or by proxy for each share of capital stock
having voting power held by such stockholder, but no proxy shall be valid unless
it provides that it may only be voted on at a specific meeting of stockholders
or any adjournment or adjournments thereof; except where the transfer

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books of the Corporation have been closed or a date has been fixed as a record
date for the determination of its stockholders entitled to vote, no share of
stock shall be voted on at any election for directors which has been transferred
on the books of the Corporation within twenty days next preceding such election
for directors.

     Section 10.  Unless otherwise provided in the Certificate of Incorporation,
any action required to be taken at any annual or special meeting of stockholders
of the Corporation, or any action which may be taken at any annual or special
meeting of such stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent or consents in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted and shall be delivered to the Corporation by delivery to
its registered office in Delaware, its principal place of business, or to an
officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to the
Corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent shall be given
to those stockholders who have not consented in writing.

                                  ARTICLE III

                                   DIRECTORS

     Section 1.  The number of directors which shall constitute the whole Board
shall be such number, not less than five nor more than ten, as may be determined
from time to time by resolution duly adopted by the Board of Directors.  The
directors shall be elected at the annual meeting of the

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stockholders, except as provided in Section 2. of this Article, and each
director elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders.

     Section 2.  Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, and the directors so
chosen shall hold office until the next annual election and until their
successors are duly elected and shall qualify, unless sooner displaced.

     Section 3.  The business of the Corporation shall be managed by its Board
of Directors which may exercise all such powers of the Corporation and do all
such lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these Bylaws directed or required to be exercised or done by
the stockholders.

     Section 4.  Unless otherwise provided by the Certificate of Incorporation
or by law, any director or the entire Board of Directors may be removed, with or
without cause, by the holders of a majority of shares then entitled to vote at
an election of directors.

                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 5.  The Board of Directors of the Corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

     Section 6.  The first meeting of each newly elected Board of Directors
shall be held without other notice than this Bylaw, immediately after, and at
the same place, as the annual meeting of stockholders.

     Section 7.  Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time to time be
determined by the Board.

     Section 8.  Special meetings of the Board may be called by the Chief
Executive Officer on twenty-four hours' notice to each director, either
personally, by telegram or by facsimile, or on

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five days' notice by mail; special meetings shall be called by the Chief
Executive Officer or Secretary in like manner and on like notice on the written
request of two directors.

     Section 9.  At all meetings of the Board, a majority of the number of
directors who have been elected and are then serving in such capacity, but in no
event less than one-third of the total number of authorized directors, shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the Board of Directors, except as may be otherwise specifically provided by
statute or by the Certificate of Incorporation.

     If a quorum shall not be present at any meeting of the Board of Directors
the directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

     Section 10.  Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, 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 prior to such action a written consent thereto is signed
by all members of the Board or of such committee as the case may be, and such
written consent is filed with the minutes of proceeding of the Board or
committee.

     Section 11.  Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, members of the Board of Directors or of any
committee thereof may participate in a meeting by means of conference telephone
or similar communications equipment by means of which all persons participating
in the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.

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                            COMMITTEES OF DIRECTORS

     Section 12.  The Board of Directors may, by resolution passed by a majority
of the whole Board, designate one or more committees, each committee to consist
of two or more of the directors of the Corporation, which, to the extent
provided in the resolution and permitted by law, 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 authorize the seal of the Corporation to be affixed
to all papers which may require it. 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 13.  Each committee shall keep regular minutes of its meetings and 
report the same to the Board of Directors when required.

                           COMPENSATION OF DIRECTORS

     Section 14.  The directors may be paid their expenses, if any, of 
attendance at each meeting of the Board of Directors and may be paid such
compensation as the Board may by resolution determine, including without
limitation a fixed sum for attendance at each meeting of the Board of Directors
and a stated salary as director. No such payment shall preclude any director
from serving the corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed such
compensation for attending committee meetings as the Board may by resolution
determine.  (Amended 02/22/90)

                                   ARTICLE IV

                                    NOTICES

     Section 1.  Notice to directors and stockholders shall be in writing and 
delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the

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Corporation.  Notice by mail shall be deemed to be given at the time when the
same shall be mailed. Notice to directors may also be given by telegram or
facsimile.

     Section 2.  Whenever any notice is required to be given under the 
provisions of the statutes or of the Certificate of Incorporation or of these
Bylaws, a waiver thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                   ARTICLE V

                                    OFFICERS

     Section 1.  The officers of the Corporation shall be chosen by the Board of
Directors and shall be the Chairman Emeritus/Editor in Chief, the Chairman of
the Board, the Chief Executive Officer, a Vice President, a Secretary and a
Treasurer. The Board of Directors may also choose additional Vice Presidents,
and one or more Assistant Secretaries and Assistant Treasurers. Two or more
offices may be held by the same person.

     Section 2.  The Board of Directors at its first meeting after each annual 
meeting of stockholders shall choose the Chairman Emeritus/Editor in Chief, the
Chairman of the Board, Chief Executive Officer, a Vice President, a Secretary
and a Treasurer, and may choose one or more additional Vice Presidents and one
or more Assistant Secretaries and Assistant Treasurers.

     Section 3.  The Board of Directors may appoint such other officers and 
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board of Directors.

     Section 4.  The Board of Directors shall be responsible for establishing 
the compensation and employee benefit policies and programs of the Corporation.

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     Section 5.  The officers of the Corporation shall hold office until their 
successors are chosen and qualified. Any officer elected or appointed by the
Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
Corporation shall be filled by the Board of Directors.

                       CHAIRMAN EMERITUS/EDITOR IN CHIEF

     Section 6.  The Chairman Emeritus/Editor in Chief shall direct senior
editorial and video production personnel on creative matters and editorial
policy.  He will consult with senior management of the Corporation and advise
regarding major strategic business decisions and direction. He shall be entitled
to attend all meetings of the Board whether or not he shall be a director of the
Corporation.  He shall be actively involved in promoting the Corporation and
its products and shall be available for publicity, promotional  events  and
charitable  affairs  sponsored  by the Corporation.

                          THE CHIEF EXECUTIVE OFFICER

     Section 7.  The Chief Executive Officer shall be the Chief Executive
Officer of the Corporation, shall have general and active management of the
business and officers of the Corporation, shall see that all orders and
resolutions of the Board of Directors are carried into effect and shall have the
general powers and duties of management usually vested in the chief executive
officer of corporations.  The Chief Executive Officer shall be a director of the
Corporation, shall be Chairman of the Board of Directors and as such shall
preside at all meetings of the Board of Directors and stockholders.

                              THE VICE PRESIDENTS

     Section 8.  In the election of officers, the Board of Directors may
designate one of the Vice Presidents as the Executive Vice President and one or
more of the Vice Presidents as Senior Vice Presidents.  In the absence or
inability or refusal to act of the Chief Executive Officer, the duties

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of such office shall be performed by one of the Vice Presidents, acting singly
in the following order in the absence or inability or refusal to act of their
respective designated predecessors:

          (a) The Executive Vice President, if any;

          (b) The Senior Vice Presidents, if any, in the order designated by the
     Board of Directors or, in the absence of any designation, then in the order
     of their election;

          (c) All other Vice Presidents in the order designated by the Board of
     Directors or, in the absence of any designation, then in the order of their
     election.

     Each Vice President when performing the duties of the Chief Executive
Officer shall have all the powers of and be subject to all the restrictions upon
the Chief Executive Officer.  Each Vice President may sign, with the Secretary
or an Assistant Secretary, certificates for shares of the Corporation and shall
perform such other duties as may be assigned to him from time to time by the
Chief Executive Officer or by the Board of Directors.

                    THE SECRETARY AND ASSISTANT SECRETARIES

     Section 9.  The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for the purpose and shall perform like duties for the standing committees
when required.  He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors or
Chief Executive Officer, under whose supervision he shall be.  He shall have
custody of the corporate seal of the Corporation and he, or an Assistant
Secretary, shall have authority to affix the same to any instrument requiring it
and when so affixed, it may be attested by his signature or by the signature of
such Assistant Secretary.  The Board of

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Directors may give general authority to any other officer to affix the seal of
the Corporation and to attest the affixing by his signature.

     Section 10.  The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors, shall,
in the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

     Section 11.  The Treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.

     Section 12.  He shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the Chief Executive Officer and the Board of
Directors, at its regular meetings, or when the Board of Directors so requires,
an account of all his transactions as Treasurer and of the financial condition
of the Corporation.

     Section 13.  If required by the Board of Directors, he shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Corporation.

     Section 14.  The Assistant Treasurer, or if there shall be more than one,
the Assistant Treasurers in the order determined by the Board of Directors,
shall, in the absence or disability of the

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Treasurer, perform the duties and exercise the powers of the Treasurer and shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.

                                   ARTICLE VI

                             CERTIFICATES OF STOCK

     Section 1.  Every holder of stock in the Corporation shall be entitled to 
have a certificate, signed by, or in the name of the Corporation by, the
Chairman of the Board of Directors, the Chief Executive Officer or 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
represented by such certificate owned by him in the Corporation.

     Section 2.  The signatures on any stock certificate of any such Chairman
of the Board of Directors, Chief Executive Officer, Vice President,  Treasurer,
Assistant Treasurer,  Secretary or Assistant Secretary may be facsimile.   In
case any officer or officers  who have  signed,  or whose facsimile  signature
or signatures have been used on, any such certificate or certificates shall
cease to be such officer or officers of the Corporation, whether because of
death, resignation or otherwise, before such certificate or certificates have
been delivered by the Corporation, such certificate or certificates may
nevertheless be adopted by the Corporation and be issued and delivered as though
the person or persons who signed such certificate or certificates or whose
facsimile signature or signatures have been used thereon had not ceased to be
such officer or officers of the Corporation.

                     LOST, STOLEN OR DESTROYED CERTIFICATES

     Section 3.  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, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed.  When authorizing such
issue of a new certificate

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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
advertise the same in such manner as it shall require and/or to give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation with respect to the certificate alleged
to have been lost, stolen or destroyed.

                               TRANSFERS OF STOCK

     Section 4.  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 books.

                                  RECORD DATES

     Section 5.  In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of the stockholders, or any
adjournment thereof, or entitled to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise 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 a record date
which shall be not more than sixty nor less than ten days before the date of any
such meeting, which shall be not earlier than, nor more than ten days after, the
date of adoption of any resolution fixing a record date with respect to a
written consent, and which shall not be more than sixty days prior to any
dividend payment or other such 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.  (Amended May 21,
1990)

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                            REGISTERED STOCKHOLDERS

     Section 6.  The Corporation shall be entitled to recognize the exclusive 
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

                                  ARTICLE VII

                               GENERAL PROVISIONS

                                   DIVIDENDS

     Section 1.  Dividends upon the capital stock of the Corporation, subject 
to the provisions of the Certificate of Incorporation, if any, may be declared
by the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of capital stock,
subject to the provisions of the Certificate of Incorporation.

     Section 2.  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
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

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                                    CHECKS

     Section 3.  All checks or demands for money and notes of the Corporation 
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.

                                  FISCAL YEAR

     Section 4.  The fiscal year of the Corporation shall be fixed by resolution
of the Board of Directors.

                                      SEAL

     Section 5.  Amended August 31, 1964 by change of corporate name from HMH 
CORPORATION to HMH PUBLISHING CO., INC.  Further amended February 1, 1971 - The 
corporate seal shall be circular in form with the name "PLAYBOY ENTERPRISES,
INC." at top, "Delaware" at the bottom and the words "Corporate Seal" in the
center. Pursuant to the General Corporation Law of Delaware, the Corporation may
use such seal by causing it or a facsimile thereof to be impressed or affixed,
or reproduced, or otherwise, and which corporate seal may be altered at
pleasure.

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 6.

          (a) Right to Indemnification.  Each person who was or is made a party
     or is threatened to be made a party to or is involved in any action, suit
     or proceeding, whether civil, criminal,  administrative or investigative
     (hereinafter a "proceeding"), by reason of the fact that he or she, or a
     person of whom he or she is the legal representative, is or was a director
     or officer of the Corporation or is or was serving at the request of the
     Corporation as a director, officer, employee or agent of another
     corporation or of a partnership, joint

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     venture, trust or other enterprise, including service with respect to
     employee benefit plans, whether the basis of such proceeding is alleged
     action in an official capacity as a director, officer, employee or agent or
     in any other capacity while serving as a director, officer, employee or
     agent, shall be indemnified and held harmless by the Corporation to the
     fullest extent authorized by the Delaware General Corporation Law, as the
     same exists or may hereafter be amended (but, in the case of any such
     amendment, only to the extent that such amendment permits the Corporation
     to provide broader indemnification rights than said law permitted the
     Corporation to provide prior to such amendment) against all expense,
     liability and loss (including attorneys' fees, judgments, fines, ERISA
     excise taxes or penalties and amounts paid to be paid in settlement)
     reasonably incurred or suffered by such person in connection therewith and
     such indemnification shall continue as to a person who has ceased to be a
     director, officer, employee or agent and shall inure to the benefit of his
     or her heirs, executors and administrators; provided, however, that except
     as provided in Paragraph (b) hereof, the Corporation shall indemnify any
     such person seeking indemnification in connection with a proceeding (or
     part thereof) initiated by such person only if such proceeding (or part
     thereof) was authorized by the Board of Directors of the Corporation. The
     right to indemnification conferred in this section shall be a contract
     right and shall include the right to be paid by the Corporation the
     expenses incurred in defending any such proceeding in advance of its final
     disposition; provided, however, that if the Delaware General Corporation
     Law requires, the payment of such expenses incurred by a director or
     officer in his or her capacity as a director or officer (and not in any
     other capacity in which service was or is rendered by such person while a
     director or officer including, without limitation, service to an employee
     benefit plan) in advance of the final disposition of a proceeding, shall be

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     made only upon delivery to the Corporation of an undertaking, by or on
     behalf of such director or officer, to repay all amounts so advanced if it
     shall ultimately be determined that such director or officer is not
     entitled to be indemnified under this Section or otherwise.

          (b) Right of Claimant to Bring Suit.  If a claim under Paragraph (a)
     of this Section is not paid in full by the Corporation within ninety days
     after a written claim has been received by the Corporation, the claimant
     may at any time thereafter bring suit against the Corporation to recover
     the unpaid amount of the claim and, if successful in whole or in part, the
     claimant shall be entitled to be paid also the expense of prosecuting such
     claim.  It shall be a defense to any such action (other than an action
     brought to enforce a claim for expenses incurred in defending any
     proceeding in advance of its final disposition where the required
     undertaking, if any is required, has been tendered to the Corporation) that
     the claimant has not met the standards of conduct which make it permissible
     under the Delaware General Corporation Law for the Corporation to indemnify
     the claimant for the amount claimed, but the burden of proving such defense
     shall be on the Corporation. Neither the failure of the Corporation
     (including its Board of Directors, independent legal counsel, or its
     stockholders) to have made a determination prior to the commencement of
     such action that indemnification of the claimant is proper in the
     circumstances because he or she has met the applicable standard of conduct
     set forth in the Delaware General Corporation Law, nor an actual
     determination by the Corporation (including its Board of Directors,
     independent legal counsel, or its stockholders) that the claimant has not
     met such applicable standard of conduct, shall be a defense to the action
     or create a presumption that the claimant has not met the applicable
     standard of conduct.

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

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

                                  ARTICLE VIII

                                   AMENDMENTS

     Section 1.  These Bylaws may be altered or repealed at any regular meeting 
of the stockholders or of the Board of Directors or at any special meeting of
the stockholders or of the Board of Directors if notice of such alteration or
repeal be contained in the notice of such special meeting.

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