Exhibit 99.2




                                     BYLAWS*


                                       OF


                         CITIZENS COMMUNICATIONS COMPANY















* As amended March 9, 1937;  May 12, 1942;  June 15, 1946;  October 1, 1946; May
23, 1947;  January 7, 1948;  April 1, 1948;  March 31,  1949;  January 26, 1951;
April 11, 1952;  July 28, 1954;  February 24, 1960;  November 18, 1963;  May 10,
1966;  February 3, 1967;  April 10, 1968; April 17, 1970; June 11, 1970; June 7,
1974;  August 8,  1975;  November  7, 1980;  January  16,  1981;  March 3, 1981;
February 20, 1986; June 5, 1987; August 8, 1988; May 5, 1989; May 31, 1989; June
23, 1989; September 11, 1989 (clerical correction); May 1, 1990; April 14, 1992;
February 17, 1993;  February 8, 1994  (clerical  correction);  October 24, 1995;
August 8, 1996 (clerical  correction);  December 17, 1996; January 20, 1998; May
20, 1999; July 18, 2000;  March 6, 2002; May 16, 2002;  July 30, 2002;  April 1,
2003; July 10, 2004; and May 25, 2006.


<PAGE>


                                     BYLAWS

                                       OF

                         CITIZENS COMMUNICATIONS COMPANY




                                      NAME

     Section 1. The name of this Corporation is CITIZENS COMMUNICATIONS COMPANY.

                               LOCATION OF OFFICES

     Section 2. The principal  office of the Corporation in Delaware shall be in
Wilmington  and the resident  agent in charge  thereof shall be THE  CORPORATION
TRUST COMPANY, The Corporation Trust Center, 1209 Orange Street.

     The  Corporation  may also have an office or offices  at such other  places
within or without the State of Delaware as the Board of Directors  may from time
to time designate.

                                 CORPORATE SEAL

     Section 3. The corporate  seal shall be circular in form and have inscribed
thereon the name of the Corporation,  the year of its  incorporation  (1935) and
the words "Incorporated Delaware."

                            MEETINGS OF STOCKHOLDERS

     Section 4. All meetings of stockholders shall be held at the offices of the
Corporation or such other place as shall be designated by the Board of Directors
of the Corporation.

     Annual  Meetings  of  Stockholders  shall  be held on a date  and at a time
designated  by the Board of  Directors  of the  Corporation  for the  purpose of
electing  directors  and for the  transaction  of such other  business as may be
properly brought before the meeting.


                                       2
<PAGE>

     Each stockholder  shall, at every meeting of the stockholders,  be entitled
to one vote in person or by written proxy signed by him, for each share of stock
held by him,  but no proxy  shall be voted  after one year  from its date.  Such
right to vote shall be subject to the right of the Board of  Directors  to close
the  transfer  books  or  to  fix a  record  date  for  voting  stockholders  as
hereinafter provided.

     Special  meetings of the  stockholders may be called by the Chairman of the
Board or the Chief  Executive  Officer  and shall be called  upon the request in
writing or by vote of a majority of the Board of  Directors  or upon  request in
writing of  stockholders  of record  owning fifty percent (50%) in amount of the
capital  stock of the  Corporation  outstanding  and entitled to vote.  Any such
request by  stockholders  shall set forth a brief  description  of the  business
desired to be brought before the special  meeting and the reasons for conducting
such business at the special meeting.

     The record date for determining the stockholders of record entitled to vote
at a special meeting called upon the written  request of  stockholders  shall be
fixed by  resolution of the Board of  Directors.  Written  notice of such record
date shall be sent  promptly to  stockholders  and the meeting  shall be held on
such date as shall be  determined  by the Board of Directors  which shall be not
less than sixty (60) nor more than one hundred  and twenty  (120) days after the
date on  which a proper  demand  for a  stockholders  meeting  has been  made by
stockholders.

     The Board of Directors may determine  rules and  procedures for the conduct
of the special meeting.

     No business may be transacted at a special meeting of  stockholders,  other
than  business  that is either (a)  specified  in the notice of meeting  (or any
supplement  thereto)  given by or at the direction of the Board of Directors (or
any duly authorized  committee  thereof),  (b) otherwise properly brought before
the special  meeting by or at the  direction of the Board of  Directors  (or any
duly authorized  committee thereof) or (c) otherwise properly brought before the
special  meeting by any  stockholder  of the  Corporation  who complies with the
procedures set forth in this Section.


                                       3
<PAGE>

     Notice of each meeting of stockholders, whether annual or special, shall be
mailed by the Secretary to each stockholder of record, at his or her post office
address as shown by the stock  books of the  Corporation,  at least ten days and
not more than sixty days prior to the date of the meeting.

     The holders of a majority  of the stock  outstanding  and  entitled to vote
shall  constitute a quorum,  but the holders of a smaller amount may adjourn any
meeting from time to time without further notice until a quorum is secured.

     No business may be transacted at an annual meeting of  stockholders,  other
than  business  that is either (a)  specified  in the notice of meeting  (or any
supplement  thereto)  given by or at the direction of the Board of Directors (or
any duly authorized  committee  thereof),  (b) otherwise properly brought before
the annual meeting by or at the direction of the Board of Directors (or any duly
authorized  committee  thereof) or (c)  otherwise  properly  brought  before the
annual meeting by any stockholder of the Corporation (i) who is a stockholder of
record on the date of the giving of the notice of the  annual  meeting  provided
for in this Section and on the record date for the determination of stockholders
entitled to vote at such annual  meeting and (ii) who  complies  with the notice
procedures set forth in this Section.

     In  addition  to any other  applicable  requirements,  for  business  to be
properly  brought before an annual meeting by a  stockholder,  such  stockholder
must have given timely notice thereof in proper written form to the Secretary of
the Corporation.

                                       4
<PAGE>


     To be timely,  a  stockholder's  notice to the Secretary of the Corporation
must be delivered to or mailed and received at the principal  executive  offices
of the  Corporation  not less than ninety (90) nor more than one  hundred-twenty
(120) days prior to the  anniversary  date of the immediately  preceding  annual
meeting of  stockholders;  provided,  however,  that in the event that an annual
meeting was not held in the previous  year,  or if the annual  meeting is called
for a date that is more than thirty (30) days from such anniversary date, notice
by the  stockholder  in order to be timely must be so  received  not less than a
reasonable time, as determined by the Board of Directors,  prior to the printing
and mailing of the proxy materials for the applicable annual meeting.

     To be in proper  written form, a  stockholder's  notice to the Secretary of
the Corporation must set forth, as to each matter such  stockholder  proposes to
bring before the annual meeting, (i) a brief description of the business desired
to be brought  before the annual  meeting and the reasons  for  conducting  such
business  at the  annual  meeting,  (ii)  the name and  record  address  of such
stockholder,  (iii) the class and  series and number of shares of each class and
series of capital stock of the  Corporation  which are owned  beneficially or of
record  by  such  stockholder,   (iv)  a  description  of  all  arrangements  or
understandings  between  such  stockholder  and  any  other  person  or  persons
(including their names) in connection with the proposal of such business by such
stockholder and any material interest of such stockholder in such business,  (v)
a  representation  that such  stockholder  is a holder of record of stock of the
Corporation  entitled to vote at such meeting and that such stockholder  intends
to appear in person or by proxy at the annual  meeting  to bring  such  business
before the meeting,  and (vi) any other information relating to such stockholder
that would be required to be  disclosed in a proxy  statement  or other  filings
required to be made in  connection  with  solicitations  of proxies  pursuant to
Section 14 of the Securities  Exchange Act of 1934 (the  "Exchange  Act") (or in
any law or  statute  replacing  such  section),  and the rules  and  regulations
promulgated thereunder.


                                       5
<PAGE>

     No business shall be conducted at any annual meeting of stockholders except
business  brought before the meeting in accordance with the procedures set forth
in this  Section;  provided,  however,  that,  once  business has been  properly
brought before the meeting in accordance with such  procedures,  nothing in this
Section shall be deemed to preclude  discussion by any  stockholder  of any such
business. If the chairman of a meeting determines that business was not properly
brought  before the meeting in  accordance  with the foregoing  procedures,  the
chairman shall declare to the meeting that the business was not properly brought
before the meeting and such business shall not be transacted.

     In addition,  notwithstanding  anything in this Section to the contrary,  a
stockholder intending to nominate one or more persons for election as a director
at an annual or special meeting of  stockholders  must comply with Section 5 for
such nominations to be properly brought before such meeting.

                                    DIRECTORS

     Section 5. The property and  business of the  Corporation  shall be managed
and  controlled by its Board of Directors,  which shall consist of not less than
seven nor more than fifteen members. The number of Directors shall be fixed from
time to time,  within  the  limits  prescribed,  by  resolution  of the Board of
Directors.  Vacancies in the Board of Directors (except vacancies resulting from
the removal of directors by stockholders),  including  vacancies in the Board of
Directors resulting from any increase in the number of Directors,  may be filled
by a majority of the Directors then in office.


                                       6
<PAGE>

     Directors  shall  otherwise  be elected by the  stockholders  at the annual
meeting and shall hold office  until the next  annual  election  and until their
successors  are elected and  qualified.  At all  elections  of Directors of this
Corporation  each  stockholder  shall be  entitled  to one vote in  person or by
written  proxy signed by him, for each share of stock owned by him, and election
shall be by  majority  vote of the stock  present  or  represented  by proxy and
entitled to vote at the meeting.

     The Board of Directors may, by resolution passed by a majority of the whole
Board of Directors,  designate one or more committees, each committee to consist
of one or more  Directors.  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 any such  committee.  In the  absence or
disqualification of a member of a committee, and in the absence of a designation
by the Board of  Directors  of an  alternate  member to  replace  the  absent or
disqualified  member,  the member or members  thereof present at any meeting and
not  disqualified  from  voting,  whether or not he or she or they  constitute a
quorum, may unanimously  appoint another member of the Board of Directors to act
at the meeting in the place of any absent or disqualified member. Any committee,
to the extent  allowed by law and provided in the resolution  establishing  such
committee, shall have and may exercise all the powers and authority of the Board
of Directors in the  management of the business and affairs of the  Corporation.
The Board of  Directors  shall have the power to  prescribe  the manner in which
proceedings of any such committee shall be conducted. In the absence of any such
prescription,  such  committee  shall have the power to prescribe  the manner in
which its proceedings shall be conducted.  Unless the Board of Directors or such
committee  shall  otherwise  provide,  regular  and special  meetings  and other
actions  of any such  committee  shall be  governed  by the  provisions  of this
Section  applicable  to  meetings  and actions of the Board of  Directors.  Each
committee  shall keep regular  minutes and report to the Board of Directors when
required.

                                       7
<PAGE>

     Only persons who are nominated in accordance with the following  procedures
shall be eligible for election as directors of the  Corporation,  subject to the
rights of holders of any class or series of stock having a  preference  over the
common stock of the  Corporation  as to dividends or upon  liquidation  to elect
directors under specified circumstances.  Nominations of persons for election to
the Board of Directors may be made at any annual meeting of stockholders,  or at
any  special  meeting  of  stockholders  called  for  the  purpose  of  electing
directors,  (a)  by or at  the  direction  of  the  Board  of  Directors  or the
Nominating and Corporate Governance Committee,  or (b) by any stockholder of the
Corporation  (i) who is a stockholder of record on the date of the giving of the
notice provided for in this Section and on the record date for the determination
of stockholders  entitled to vote at such meeting and (ii) who complies with the
notice procedures set forth in this Section.

     In addition to any other  applicable  requirements,  for a nomination to be
made by a stockholder, such stockholder must have given timely notice thereof in
proper written form to the Secretary of the Corporation.

     To be timely, a stockholder's  notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the Corporation (a)
in the case of an annual  meeting,  not less than ninety (90) days nor more than
one  hundred-twenty  (120) days prior to the anniversary date of the immediately
preceding annual meeting of stockholders;  provided,  however, that in the event
that an annual  meeting  was not held in the  previous  year,  or if the  annual
meeting is called for a date that is not within thirty (30) days before or after
such anniversary  date,  notice by the stockholder in order to be timely must be
so received  not less than a  reasonable  time,  as  determined  by the Board of
Directors,  prior to the  printing  and mailing of the proxy  materials  for the
applicable  annual  meeting;  and  (b) in  the  case  of a  special  meeting  of
stockholders  called for the purpose of electing  directors,  not later than the
tenth (10th) day following the day on which public  announcement  of the date of
such special meeting is first made by the Corporation.

                                       8
<PAGE>

     To be in proper written form, a stockholder's  notice to the Secretary must
set forth (a) as to each person whom the  stockholder  proposes to nominate  for
election as a director (i) the name, age, business address and residence address
of the person, (ii) the principal occupation and employment of the person, (iii)
the class and  series  and  number of shares of each class and series of capital
stock of the Corporation which are owned beneficially or of record by the person
and (iv) any other information  relating to the person that would be required to
be  disclosed  in a proxy  statement  or other  filings  required  to be made in
connection with  solicitations of proxies for election of directors  pursuant to
Section  14 of the  Exchange  Act  (or in any  law  or  statute  replacing  such
section), and the rules and regulations  promulgated  thereunder;  and (b) as to
the  stockholder  giving  the  notice  (i) the name and  record  address of such
stockholder,  (ii) the class and  series  and number of shares of each class and
series of capital stock of the  Corporation  which are owned  beneficially or of
record  by  such  stockholder,  (iii)  a  description  of  all  arrangements  or
understandings  between such stockholder and each proposed nominee and any other
person or persons  (including  their names) pursuant to which the  nomination(s)
are to be made by such stockholder,  (iv) a representation that such stockholder
is a holder  of  record  of stock of the  Corporation  entitled  to vote at such
meeting and that such stockholder intends to appear in person or by proxy at the
meeting to nominate the person or persons named in its notice, and (v) any other
information  relating to such stockholder that would be required to be disclosed
in a proxy  statement or other filings  required to be made in  connection  with
solicitations of proxies for election of directors pursuant to Section 14 of the
Exchange Act (or in any law or statute replacing such section) and the rules and
regulations promulgated thereunder. Such notice must be accompanied by a written
consent of each  proposed  nominee to being named as a nominee and to serve as a
director if elected.


                                       9
<PAGE>

     No person shall be eligible  for election as a director of the  Corporation
unless nominated in accordance with the procedures set forth in this Section. If
the  chairman  of the  meeting  determines  that a  nomination  was not  made in
accordance  with the  foregoing  procedures,  the chairman  shall declare to the
meeting that the nomination was defective and such defective nomination shall be
disregarded.

                               POWERS OF DIRECTORS

     Section  6. The Board of  Directors  shall  have all such  powers as may be
exercised by the Corporation,  subject to the provisions of the Delaware General
Corporation Law, the Certificate of Incorporation, and these Bylaws.

                              MEETINGS OF DIRECTORS

     Section 7.  Meetings of the Board of Directors  shall be held at such place
within or  without  the State of  Delaware  as may from time to time be fixed by
resolution of the Board of Directors,  or as may be specified by the Chairman of
the Board  and/or the Chief  Executive  Officer  in the  notice of any  meeting.
Regular  meetings of the Board of  Directors  shall be held at such times as may
from time to time be fixed by  resolution  of the Board of Directors and special
meetings of the Board of Directors  may be held at any time upon the call of two
(2) Directors or of the Chairman of the Board and/or the Chief Executive Officer
by oral,  facsimile,  written,  electronic mail or other electronic  notice duly
sent or mailed to each Director not less than twenty-four (24) hours before such
meeting. A meeting of the Board may be held without notice immediately after the
annual meeting of  stockholders at the same place at which such meeting is held.
Notice need not be given of regular meetings of the Board held at times fixed by
resolution of the Board.  Meetings may be held at any time without notice if all
the Directors are present or if those not present waive notice of the meeting in
writing.


                                       10
<PAGE>

     Members  of  the  Board  of  Directors  (or  any  committees  thereof)  may
participate  in a meeting of the Board of Directors (or of such  committees)  by
means of conference  telephone or other  communications  equipment via which all
persons participating can hear each other. Such participation in the substantive
discussion and  determinations of a meeting shall constitute  presence in person
at such meeting.

     A majority of the Directors shall constitute a quorum, but a smaller number
may adjourn any meeting from time to time without  further notice until a quorum
is secured.

                             OFFICERS OF THE COMPANY

         Section 8.

     (a) General.  The officers of the Corporation  shall be chosen by the Board
of  Directors  and shall be a Chief  Executive  Officer,  a  President,  a Chief
Financial  Officer  and a  Secretary.  The  Board  of  Directors,  in  its  sole
discretion,  may also choose one or more Executive Vice Presidents,  Senior Vice
Presidents,  Vice  Presidents and other officers (with such duties and titles as
may be assigned to them).  Any number of offices may be held by the same person,
unless  otherwise  prohibited by law, the Certificate of  Incorporation or these
Bylaws.

     (b) Term of Office.  The officers of the Corporation,  except those elected
by delegated  authority  pursuant to Section 8(c),  shall be elected annually by
the Board of Directors, and shall hold office until their successors are elected
and qualified,  or until their earlier  resignation or removal. If the office of
any officer or officers,  other than the Chief Executive Officer, becomes vacant
for any reason, the vacancy shall be filled by the Chief Executive  Officer.  If
the office of Chief Executive Officer becomes vacant for any reason, the vacancy
shall be filled by resolution of the Board of Directors.


                                       11
<PAGE>

     (c)  Subordinate  Officers,  Committees  and  Agents.  The Chief  Executive
Officer shall have the power to appoint subordinate officers (including, without
limitation,  Assistant Vice Presidents and Assistant  Secretaries) and to retain
or appoint employees or other agents or committees thereof, and to prescribe the
authority and duties of such  subordinate  officers,  committees,  employees and
other agents.

     (d)  Execution  of  Contracts  and Other  Documents.  Each  officer  of the
Corporation may execute,  affix the corporate seal and/or  deliver,  in the name
and on behalf of the Corporation,  deeds,  mortgages,  notes, bonds,  contracts,
agreements, powers of attorney, guarantees,  settlements, releases, evidences of
indebtedness,  conveyances,  or  any  other  document  or  instrument  which  is
authorized  by the Board of  Directors  or is  required  to be  executed  in the
ordinary course of business, except in cases where the execution,  affixation of
the corporate seal and/or  delivery  thereof shall be expressly and  exclusively
delegated by the Board of Directors or the  Corporation to some other officer or
agent of the Corporation.

                      CERTIFICATED OR UNCERTIFICATED STOCK

         Section 9.

     (a) Form.  Shares of the Corporation may be represented by certificates (in
such form as the Board of Directors  may from time to time  prescribe) or may be
issued  in   uncertificated,   book-entry   form.  The  issuance  of  shares  in
uncertificated form shall not affect shares already represented by a certificate
until the certificate is surrendered to the Corporation.


                                       12
<PAGE>

     (b)  Signatures.  Every holder of stock in the  Corporation  represented by
certificates,  and upon request every holder of uncertificated  shares, shall be
entitled to have a certificate signed, in the name of the Corporation (i) by the
Chairman of the Board, Chief Executive Officer,  President or any Executive Vice
President,  Senior Vice President or Vice President and (ii) by the Treasurer or
an  Assistant  Treasurer  or the  Secretary  or an  Assistant  Secretary  of the
Corporation,  certifying  the  number  of  shares  owned by such  holder  in the
Corporation.

     (c) Lost Certificates.  The Board of Directors may direct a new certificate
or  uncertificated  shares to be issued in place of any certificate  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  or  uncertificated  shares,  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 his, her or its legal
representative,  to give the  Corporation  a bond  sufficient  to indemnify  the
Corporation  against  any claim  that may be made  against  the  Corporation  on
account of the certificate alleged to have been lost, stolen or destroyed.

                                TRANSFER OF STOCK

     Section 10. All transfer of stock of the Corporation shall be made upon its
books,  (a) in the case of  certificated  shares,  only  upon  surrender  of the
certificate  or  certificates  representing  such shares,  properly  endorsed or
accompanied  by a duly  executed  stock  transfer  power,  or (b) in the case of
uncertificated  shares,  upon receipt of proper transfer  instructions  from the
registered  owner  of such  uncertificated  shares,  or  from a duly  authorized
attorney  or  from an  individual  presenting  proper  evidence  of  succession,
assignment  or authority to transfer the stock.  The Board of Directors may make
such additional  rules and  regulations as it may deem expedient  concerning the
issue and transfer of certificates  representing  shares of the capital stock of
the Corporation.


                                       13
<PAGE>

                            CLOSING OF TRANSFER BOOKS

     Section 11. The Board of Directors  shall have the power to close the stock
transfer  books of the  Corporation  for a period not exceeding  sixty (60) days
preceding  the  date for any  meeting  of  stockholders  or for  payment  of any
dividend  or for the  allotment  of rights or when any change or  conversion  or
exchange of capital stock shall go into effect. In lieu of so closing the books,
the Board of Directors may fix in advance a date, not exceeding  sixty (60) days
preceding the  abovementioned  dates, as a record date for the  determination of
the  stockholders  entitled  to  notice of or to vote at any such  meeting,  any
adjournment  thereof,  or entitled to  dividends  or other  rights  hereinbefore
mentioned.

     In order that the  Corporation may determine the  stockholders  entitled to
consent to corporate action in writing without a meeting, the Board of Directors
may fix a record  date,  which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the Board of Directors,  and
which  date  shall not be more than ten (10) days  after the date upon which the
resolution  fixing the record date is adopted by the Board of Directors (or such
later date as the stockholder may request). Any stockholder of record seeking to
have the  stockholders  authorize or take  corporate  action by written  consent
shall, by written notice to the Secretary of the Corporation,  request the Board
of Directors to fix a record date. The Board of Directors shall promptly, but in
all  events  within  ten (10)  days  after the date on which  such a request  is
received,  adopt a resolution fixing the record date. If no record date has been
fixed by the Board of  Directors  within  ten (10) days  after the date on which
such request is received, the record date for determining  stockholders entitled
to  consent to  corporate  action in  writing  without a meeting,  when no prior
action by the Board of Directors  is required by  applicable  law,  shall be the
first date on which a signed written  consent  setting forth the action taken or
proposed to be taken is delivered to the  Secretary  of the  Corporation  at its
principal  executive  offices.  Delivery  shall  be by hand or by  certified  or
registered mail, return receipt  requested.  If no record date has been fixed by
the Board of Directors and prior action by the Board of Directors is required by
applicable law, the record date for determining stockholders entitled to consent
to  corporate  action in  writing  without  a  meeting  shall be at the close of
business  on the date on which  the Board of  Directors  adopts  the  resolution
taking such prior action.


                                       14
<PAGE>

                             STOCKHOLDERS OF RECORD

     Section 12. The Corporation shall be entitled to treat the holder of record
of any share or shares of stock as the holder in fact  thereof  and  accordingly
shall not be bound to recognize  any  equitable or other claim to or interest in
such share on the part of any other person  whether or not it shall have express
or other notice thereof, save as expressly provided by the laws of Delaware.

                                   FISCAL YEAR

     Section 13. The fiscal year of the Corporation shall begin on the first day
in January in each year.

                                    DIVIDENDS

     Section 14. Subject to the  restrictions  contained in the Delaware General
Corporation Law, the Corporation's Certificate of Incorporation or by subsisting
agreements  of the  Corporation,  the Board of  Directors  may  declare  any pay
dividends  upon the  shares of  capital  stock of the  Corporation  in cash,  in
property, or in shares of the capital stock of the Corporation.


                                       15
<PAGE>

                                BOOKS AND RECORDS

     Section 15. The books, accounts, and records of the Corporation may be kept
within or  without  the State of  Delaware,  at such place or places as may from
time to time be designated by the Bylaws or by resolution of the Directors.

                                     NOTICES

     Section  16.  Notice  required to be given  under the  provisions  of these
Bylaws to any Director,  officer or  stockholder  shall not be construed to mean
personal  notice,  but may be  given  in  writing,  by  mail,  courier  service,
facsimile or electronic mail or other electronic transmission. If notice is sent
by mail or courier service, it shall be deemed to be given when deposited in the
United  States  mail or  with a  courier  service,  in the  case of a  facsimile
transmission,  when  received,  or in the  case  of  electronic  mail  or  other
electronic transmission,  when sent or given; provided, however, that any notice
to  Directors  may also be made  orally,  and such notice  shall be deemed to be
given  when  made.  In  computing  the number of days  notice  required  for any
meeting,  the day on which the notice shall be  deposited  in the United  States
mail or with a courier  service shall be excluded;  provided,  however,  that in
computing the number of hours required for any oral, facsimile,  electronic mail
or other electronic  notice to Directors of a special meeting of Directors,  the
time of  delivery  of such  notice  shall be the time of sending or giving  such
notice.

                                WAIVER OF NOTICE

     Section 17. Any stockholder,  officer or Director may waive in writing,  or
by electronic mail or other electronic  transmission,  any notice required to be
given under these Bylaws, whether before or after the time stated therein.


                                       16
<PAGE>

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 18.

     (a) Right of Indemnification.  The Corporation shall, to the fullest extent
permitted  by  applicable  law as then in  effect,  indemnify  any  person  (the
"indemnitee")  who  was  or  is  involved  in  any  manner  (including,  without
limitation,  as a party  or a  witness)  or was or is  threatened  to be made so
involved in any threatened,  pending or completed investigation,  claim, action,
suit or proceeding,  whether civil,  criminal  administrative  or  investigative
(including,  without limitation,  any action or proceeding by or in the right of
the Corporation to procure a judgment in its favor) (a  "Proceeding")  by reason
of the fact that he is or was a director or officer of the Corporation, or is or
was  serving at the  request  of the  Corporation  as a  director  or officer of
another  corporation,  or  of a  partnership,  joint  venture,  trust  or  other
enterprise (including,  without limitation, service with respect to any employee
benefit plan),  whether the basis of any such Proceeding is alleged action in an
official  capacity as director or officer or in any other capacity while serving
as a director or officer,  against all expenses,  liability and loss (including,
without  limitation,  attorneys' fees,  judgments,  fines, ERISA excise taxes or
penalties, and amounts paid or to be paid in settlement) actually and reasonably
incurred by him in connection with such Proceeding.  Such indemnification  shall
continue  as to a person who has ceased to be a  director  or officer  and shall
inure  to  the  benefit  of  his  heirs,  executors,  administrators  and  legal
representatives.  The right to indemnification  conferred in this Section and in
Section 19 shall include the right to receive  payment of any expenses  incurred
by the  indemnitee  in connection  with such  Proceeding in advance of the final
disposition of the Proceeding, consistent with applicable law as then in effect.
All rights to  indemnification  conferred  in this  Section  and in Section  19,
including rights to the advancement of expenses and the evidentiary,  procedural
and other  provisions of this Section and Section 19, shall be contract  rights.
The   Corporation   may,   by  action  of  its  Board  of   Directors,   provide
indemnification  for employees,  agents,  attorneys and  representatives  of the
Corporation  with the  same,  or with more or less,  scope and  extent as herein
provided  for  officers  and  directors.  No  amendment  to the  Certificate  of
Incorporation  or  amendment or repeal of these  Bylaws  purporting  to have the
effect of  modifying  or  repealing  any of the  provisions  of this  Section or
Section 19 in a manner  adverse to the  indemnitee  shall  abridge or  adversely
affect any right to  indemnification  or other similar  rights and benefits with
respect to any acts or omissions  occurring  prior to such  amendment or repeal.
This  Section and Section 19 shall be  applicable  to all  Proceedings,  whether
arising  from acts or omissions  occurring  before or after the adoption of such
Sections.

                                       17
<PAGE>

     (b) Bylaws Not Exclusive. The right of indemnification, including the right
to receive  payment in advance of expenses,  conferred in these Bylaws shall not
be exclusive of any other rights to which any person seeking indemnification may
otherwise be entitled under any provision of the  Certificate of  Incorporation,
any  agreement,  applicable  corporate  law and statute,  vote of  disinterested
directors or stockholders or otherwise.  The indemnitee is free to proceed under
any of the rights or procedures available to him.

     (c)  Burden  of Proof.  In any  determination,  review of a  determination,
action,   arbitration,   or  other   proceeding   relating   to  the   right  to
indemnification  conferred in this Section or Section 19, the Corporation  shall
have the burden of proof that the indemnitee has not met any standard of conduct
or belief which may be required by  applicable  law to be applied in  connection
with a  determination  that the indemnitee is not entitled to indemnity and also
the  burden  of  proof  on  any  of  the  issues  which  may  be  material  to a
determination that the indemnitee is not entitled to indemnification.  Neither a
failure to make such a determination of entitlement nor an adverse determination
of entitlement to indemnity  shall be a defense of the  Corporation in an action
or proceeding  brought by the  indemnitee or by or on behalf of the  Corporation
relating to  indemnification  or create any presumption  that the indemnitee has
not met any such  standard of conduct or belief or is otherwise  not entitled to
indemnity.  If successful  in whole or in part in such an action or  proceeding,
the indemnitee  shall be entitled to be further  indemnified by the  Corporation
for the expenses actually and reasonably incurred by him in connection with such
action or proceeding.


                                       18
<PAGE>

     (d)  Advancement  of Expenses.  All reasonable  expenses  incurred by or on
behalf of indemnitee in connection  with any  Proceeding  shall be advanced from
time to time to the indemnitee by the Corporation  promptly after the receipt by
the  Corporation  of a statement from the  indemnitee  requesting  such advance,
whether prior to or after final disposition of such Proceeding.

     (e)  Insurance,  Contracts and Funding.  The  Corporation  may purchase and
maintain  insurance  to  protect  itself and any person who is, or may become an
officer, director,  employee, agent, attorney, trustee or representative (any of
the foregoing being herein referred to as a "Representative") of the Corporation
or, at the request of the Corporation,  a Representative of another  corporation
or entity,  against any  expenses,  liability  or loss  asserted  against him or
incurred by him or her in connection  with any  Proceeding in any such capacity,
or  arising  out of his or her status as such,  whether  or not the  Corporation
would have the power to indemnify him or her against such expense,  liability or
loss under the  provisions of these Bylaws or  otherwise.  The  Corporation  may
enter into contracts with any  Representative of the Corporation,  or any person
serving as such at the request of the  Corporation  for another  corporation  or
entity,  in  furtherance  of the  provisions of this Section or Section 19. Such
contracts  shall  be  deemed   specifically   approved  and  authorized  by  the
stockholders  of the  Corporation and not subject to invalidity by reason of any
interested directors.  The Corporation may create a trust fund, grant a security
interest or use other means (including,  without limitation, a letter of credit,
surety bonds and/or other  similar  arrangements)  to ensure the payment of such
amounts as may be necessary  to effect  indemnification  of any person  entitled
thereto.


                                       19
<PAGE>

     (f) Severability;  Statutory Alternative. If any provision or provisions of
this Section or Section 19 shall be held to be invalid, illegal or unenforceable
for any reason whatsoever (i) the validity,  legality and  enforceability of all
of the remaining provisions of such Sections shall not in any way be affected or
impaired  thereby;  and  (ii) to the  fullest  extent  possible,  the  remaining
provisions  of such  Sections  shall be  construed  so as to give  effect to the
intent manifested by the provision held invalid,  illegal or  unenforceable.  In
the event  that the  indemnitee  elects,  as an  alternative  to the  procedures
specified  in this  Section  or in Section  19, to follow one of the  procedures
authorized  by  applicable  corporate  law or statute  to  enforce  his right to
indemnification  and  notifies  the  Corporation  of his or  her  election,  the
Corporation  agrees to follow the procedure so elected by the indemnitee.  If in
accordance  with the preceding  sentence,  the procedure  therefor  contemplated
herein or the procedure elected by the indemnitee in any specific  circumstances
(or such election by the indemnitee) shall be invalid or ineffective in bringing
about a valid and binding  determination of the entitlement of the indemnitee to
indemnification,  the most nearly comparable  procedure authorized by applicable
corporate  law  or  statute  shall  be  followed  by  the  Corporation  and  the
indemnitee.

     (g) Certain Limitations.  The Corporation shall indemnify any indemnitee as
provided  in this  Section  and in Section 19 in  connection  with a  Proceeding
initiated by such indemnitee only if such Proceeding was authorized by the Board
of Directors of the Corporation;  provided,  however, that the Corporation shall
further  indemnify an indemnitee in connection with a Proceeding to enforce such
indemnitee's rights under this Section and Section 19.


                                       20
<PAGE>

     Section 19.  Procedures;  Presumptions  and Effect of Certain  Proceedings;
Remedies. In furtherance,  but not in limitation, of the foregoing provisions of
Section 18, the following procedures, presumptions and remedies shall apply with
respect  to  advancement  of  expenses  and the right to  indemnification  under
Section 18:

     (a) Advancement of Expenses.  The advancement or  reimbursement of expenses
to an indemnitee  shall be made within twenty (20) days after the receipt by the
Corporation  of a request  therefor  from the  indemnitee.  Such  request  shall
reasonably  evidence  the  expenses  incurred  or  about to be  incurred  by the
indemnitee and, if required by law at the time of such advance, shall include or
be  accompanied by an undertaking by or on behalf of the indemnitee to repay the
amounts  advanced if it should  ultimately be determined  that the indemnitee is
not entitled to be indemnified against such expenses.

     (b) Procedure for Determination of Entitlement to Indemnification.

     (i) To obtain  indemnification  (except with respect to the  advancement of
expenses),  an  indemnitee  shall  submit  to the  Chief  Executive  Officer  or
Secretary of the Corporation a written request, including such documentation and
information  as  is  reasonably  available  to  the  indemnitee  and  reasonably
necessary to determine  whether and to what extent the indemnitee is entitled to
indemnification   (the  "Supporting   Documentation").   The  Secretary  of  the
Corporation  shall  promptly  advise the Board of  Directors in writing that the
indemnitee has requested indemnification.  The determination of the indemnitee's
entitlement  to  indemnification  shall be made not later  than  sixty (60) days
after  receipt  by  the  Corporation  of  the  written  request  and  Supporting
Documentation.


                                       21
<PAGE>

     (ii) The indemnitee's entitlement to indemnification shall be determined in
one of the following ways: (A) by a majority vote of the Disinterested Directors
(as hereinafter defined) (which term shall mean the Disinterested  Director,  if
there is only one);  (B) by a written  opinion of the  Independent  Counsel  (as
hereinafter  defined)  if (1) a  majority  of  the  Disinterested  Directors  so
directs; (2) there is no Disinterested  Director, or (3) a Change of Control (as
hereinafter defined) shall have occurred and the indemnitee so requests in which
case the Disinterested Directors shall be deemed to have so directed; (C) by the
stockholders  of the  Corporation  (but only if a majority of the  Disinterested
Directors determines that the issue of entitlement to indemnification  should be
submitted to the  stockholders for their  determination);  or (D) as provided in
Section 19(c).

     (iii) In the event the determination of entitlement to  indemnification  is
to be made by Independent  Counsel pursuant to Section 19(b)(ii),  a majority of
the Disinterested  Directors shall select the Independent  Counsel,  but only an
Independent  Counsel  to  which  the  indemnitee  does  not  reasonably  object;
provided,  however,  that if a  Change  of  Control  shall  have  occurred,  the
indemnitee  shall  select  such  Independent  Counsel,  but only an  Independent
Counsel to which the Board of Directors does not reasonably object.


                                       22
<PAGE>

     (c)  Presumptions  and Effect of Certain  Proceedings.  Except as otherwise
expressly  provided in this  Section or in Section 18, the  indemnitee  shall be
presumed to be  entitled to  indemnification  upon  submission  of a request for
indemnification  together with the Supporting  Documentation,  and thereafter in
any  determination  or  review  of any  determination,  and in any  arbitration,
proceeding or  adjudication  the  Corporation  shall have the burden of proof to
overcome that presumption in reaching a contrary determination. In any event, if
the person or persons empowered under Section 19(b)(ii) to determine entitlement
to  indemnification  shall  not have  been  appointed  or shall  not have made a
determination  within 60 days after  receipt by the  Corporation  of the request
therefor  together with the Supporting  Documentation,  the indemnitee  shall be
deemed to be entitled to  indemnification.  In either case, the indemnitee shall
be entitled to such indemnification, unless (i) the indemnitee misrepresented or
failed to disclose a material fact in making the request for  indemnification or
in the Supporting  Documentation or (ii) such  indemnification  is prohibited by
law,  in  either  case  as  finally   determined  by  adjudication  or,  at  the
indemnitee's  sole  option,  arbitration  (as  provided in Section  19(d)).  The
termination of any  Proceeding,  or of any claim,  issue or matter  therein,  by
judgment,  order, settlement or conviction, or upon a plea of nolo contenders or
its  equivalent,  shall  not,  of  itself,  adversely  affect  the  right of the
indemnitee  to  indemnification  or create any  presumption  with respect to any
standard of conduct or belief or any other matter which might form a basis for a
determination  that the  indemnitee  is not  entitled to  indemnification.  With
regard to the right to  indemnification  for expenses,  (x) if and to the extent
that the  indemnitee  has been  successful  on the  merits or  otherwise  in any
Proceeding,  or (y) if a Proceeding was terminated  without a  determination  of
liability  on the part of the  indemnitee  with  respect to any claim,  issue or
matter therein or without any payments in settlement or compromise being made by
the indemnitee with respect to a claim,  issue or matter therein,  or (z) if and
to the  extent  that  the  indemnitee  was not a party  to the  Proceeding,  the
indemnitee shall be deemed to be entitled to indemnification,  which entitlement
shall not be  defeated  or  diminished  by any  determination  which may be made
pursuant  to  Section   19(b)(i),   (ii)  or  (iii).  The  indemnitee  shall  be
presumptively  entitled to indemnification in all respects for any act, omission
or conduct  taken or occurring  which  (whether by condition  or  otherwise)  is
required,  authorized  or  approved by any order  issued or other  action by any
commission or governmental body pursuant to any federal statute or state statute
regulating the Corporation or any of its subsidiaries by reason of its status as
a  public  utility  or  public  utility  holding  company  or by  reason  of its
activities as such.  To the extent  permitted by law, the  presumption  shall be
conclusive  on all parties  with  respect to acts,  omissions  or conduct of the
indemnitee 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 or its subsidiary.
No presumption  adverse to an indemnitee shall be drawn with respect to any act,
omission or conduct of the  indemnitee 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  or its  subsidiary  taken  or  occurring  in  the  absence  of,  or
inconsistent  with, any order issued or action by any commission or governmental
body.

                                       23
<PAGE>

     (d) Remedies of Indemnitee.

     (i) In the event that a  determination  is made  pursuant to Section  19(b)
that the  indemnitee  is not entitled to  indemnification  under this Section or
Section 18, (A) the indemnitee  shall be entitled to seek an adjudication of his
entitlement to such indemnification  either, at the indemnitee's sole option, in
(1) an  appropriate  court  of the  State  of  Delaware  or any  other  court of
competent  jurisdiction or (2) to the extent consistent with law, arbitration to
be  conducted  by three  arbitrators  (or,  if the  dispute  involves  less than
$100,000,  by a  single  arbitrator)  pursuant  to the  rules  of  the  American
Arbitration  Association;  (B) any such judicial Proceeding or arbitration shall
be de novo and the indemnitee  shall not be prejudiced by reason of such adverse
determination;  and (C) in any  such  judicial  Proceeding  or  arbitration  the
Corporation  shall have the burden of proof that the  indemnitee is not entitled
to indemnification under this Section or Section 19.

                                       24
<PAGE>

     (ii) If a  determination  shall have been made or deemed to have been made,
pursuant  to  Section  19(b)  or  (c),  that  the   indemnitee  is  entitled  to
indemnification,   the  Corporation  shall  be  obligated  to  pay  the  amounts
constituting such indemnification  within five days after such determination has
been made or deemed  to have been made and shall be  conclusively  bound by such
determination,  unless (A) the indemnitee misrepresented or failed to disclose a
material  fact in making the request for  indemnification  or in the  Supporting
Documentation or (B) such  indemnification  is prohibited by law, in either case
as finally  determined  by  adjudication  or, at the  indemnitee's  sole option,
arbitration (as provided in Section 19(d)(i)). In the event that (1) advancement
of expenses is not timely made by the Corporation  pursuant to this Bylaw or (2)
payment of indemnification is not made within five days after a determination of
entitlement  to  indemnification  has been  made or  deemed  to have  been  made
pursuant  to Section  19(b) or (c),  the  indemnitee  shall be  entitled to seek
judicial  enforcement of the Corporation's  obligations to pay to the indemnitee
such advancement of expense of  indemnification.  Notwithstanding the foregoing,
the  Corporation  may bring an action,  in an appropriate  court in the State of
Delaware or any other court of competent  jurisdiction,  contesting the right of
the indemnitee to receive  indemnification  hereunder due to the occurrence of a
circumstance  described  in  subclause  (A)  of  this  Section  19(d)(ii)  or  a
prohibition  of law (both of which are herein  referred  to as a  "Disqualifying
Circumstance").  In either instance,  if the indemnitee shall elect, at his sole
option,  that such dispute shall be determined  by  arbitration  (as provided in
Section  19(d)(i)),   the  indemnitee  and  the  Corporation  shall  submit  the
controversy to arbitration.  In any such enforcement  action or other proceeding
whether  brought  by the  indemnitee  or the  Corporation,  indemnitee  shall be
entitled to  indemnification  unless the  Corporation  can satisfy the burden or
proof  that   indemnification   is  prohibited  by  reason  of  a  Disqualifying
Circumstance.

                                       25
<PAGE>

     (iii) The  Corporation  shall be precluded  from  asserting in any judicial
Proceeding  or  arbitration   commenced  pursuant  to  Section  19(d)  that  the
procedures  and  presumptions  of this  Section  and  Section  18 are not valid,
binding and enforceable and shall stipulate in any such court or before any such
arbitrator or arbitrators that the Corporation is bound by all the provisions of
such Sections.

     (iv) In the event that the indemnitee,  pursuant to this Section or Section
18, seeks a judicial  adjudication  of or an award in arbitration to enforce his
rights under,  or to recover  damages for breach of, this Section or Section 18,
or is otherwise  involved in any adjudication or arbitration with respect to his
right to  indemnification,  the indemnitee shall be entitled to recover from the
Corporation,  and shall be indemnified by the Corporation  against, any expenses
actually  and  reasonably  incurred  by him if the  indemnitee  prevails in such
judicial adjudication or arbitration. If it shall be determined in such judicial
adjudication or arbitration  that the indemnitee is entitled to receive part but
not all of the  indemnification  or advancement of expenses sought, the expenses
incurred by the  indemnitee in connection  with such  judicial  adjudication  or
arbitration shall be prorated accordingly.

     (e)  Definitions.  For purposes of  indemnification  under this Section and
Section 18 or otherwise:

     (i) "Change in Control"  means a change in control of the  Corporation of a
nature that would be  required  to be  reported  in response to Schedule  14A of
Regulation  14A  promulgated  under  the  Securities  Exchange  Act of 1934 (the
"Act"),  whether  or not the  Corporation  is  then  subject  to such  reporting
requirement;  provided that, without limitation,  such a change in control shall
be deemed to have occurred if (A) any "person" (as such term is used in Sections
13(d) and 14(d) of the Act) is or becomes the "beneficial  owner" (as defined in
Rule  13d-3  under  the Act),  directly  or  indirectly,  of  securities  of the
Corporation  representing 20 percent or more of the combined voting power of the
Corporation's then outstanding securities without the prior approval of at least
two-thirds of the members of the Board of Directors in office  immediately prior
to such acquisition; (B) the Corporation is a party to a merger,  consolidation,
sale of assets or other reorganization,  or a proxy contest, as a consequence of
which,  members of the Board of  Directors in office  immediately  prior to such
transaction or event  constitute  less than a majority of the Board of Directors
thereafter;  or (C) during any period of two consecutive years,  individuals who
at the beginning of such period  constituted  the Board of Directors  (including
for this purpose any new Director  whose  election or nomination for election by
the Corporation's  stockholders was approved by a vote of at least two-thirds of
the Directors  then still in office who were  Directors at the beginning of such
period)  cease for any reason to  constitute at least a majority of the Board of
Directors.


                                       26
<PAGE>

     (ii)  "Disinterested  Director"  means a Director of the Corporation who is
not  or was  not a  material  party  to  the  Proceeding  in  respect  of  which
indemnification is sought by the indemnitee.

     (iii) "Independent Counsel" means a law firm or a member of a law firm that
neither presently is, nor in the past five years has been, retained to represent
(A) the  Corporation  or the  indemnitee in any manner or (B) any other party to
the Proceeding giving rise to a claim for indemnification  under this Section or
Section 18. Notwithstanding the foregoing,  the term "Independent Counsel" shall
not include any person  who,  under the  applicable  standards  of  professional
conduct then  prevailing  under the law of the State of  Delaware,  would have a
conflict of interest in representing either the Corporation or the indemnitee in
an action to determine the indemnitee's rights under this Section or Section 18.


                                       27
<PAGE>

     (f) Acts of Disinterested Directors. Disinterested Directors considering or
acting on any  indemnification  matter under this Section or Section 18 or under
governing corporate law or otherwise may consider or take action as the Board of
Directors  or may  consider  or take action as a committee  or  individually  or
otherwise.  In the event that Disinterested Directors consider or take action as
the Board of  Directors,  one-third  of the total  number of Directors in office
shall constitute a quorum.

                              AMENDMENTS OF BYLAWS

     Section  20.  These  Bylaws  may be  amended  or  altered  by the vote of a
majority of the whole Board of Directors at any meeting  provided that notice of
such  proposed  amendment  shall  have  been  given in the  notice  given to the
Directors of such meeting.  Such  authority in the Board of Directors is subject
to the power of the  stockholders  to change or repeal  any Bylaws by a majority
vote of the stockholders present and represented at any annual meeting or at any
special  meeting called for such purpose,  and the Board of Directors  shall not
repeal or alter any Bylaws , other than Section 19, adopted by the stockholders.


                                       28