ANUHCO, INC.




                               RESTATED BYLAWS





                         AS ADOPTED NOVEMBER 16, 1996

























                               RESTATED BY LAWS
                                      OF
                                 ANUHCO, INC.


                                  ARTICLE I

                                   OFFICES

Section 1.      Registered Office. The registered office of the Corporation
               shall be located at such place in the State of Delaware as the
               Board of Directors may from time to time authorize by duly
               adopted resolution.

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



                                  ARTICLE II

                                 STOCKHOLDERS

Section 1.      Annual Meetings. An annual meeting of the stockholders of the
               Corporation for the election of directors and the transaction of
               such other business as may properly come before such meeting
               shall be held on such date and at such time as the Board of
               Directors shall specify, as set forth in such notice thereof.

Section 2.      Special Meetings.

               Special meetings of the stockholders may be called only by the
               Board of Directors.

Section 3.      Place of Meeting. Meetings of the stockholders may be held at
               any place within or without the State of Delaware as shall be
               designated from time to time by the Board of Directors and
               specified in the notice of meeting or a waiver of notice thereof.

Section 4.      List of Stockholders. At least ten (10) days before every
               meeting of stockholders, the Secretary shall prepare a complete
               list of the stockholders entitled to vote at the meeting,
               arranged in alphabetical order, and showing the address of each
               stockholder and the number of shares registered in the name of
               each stockholder.  Such list shall be open to the examination of
               any stockholder for any purpose germane to the meeting, during
               ordinary business hours, for a period of at least ten (10) days
               prior to the meeting, either at a place within the city where the
               meeting is to be held, which place shall be specified in the
               notice of meeting or, if not so specified, at the place where the
               meeting is to be held.  Such list shall also be produced and kept
               open at the time and place of the meeting and shall be subject to
               inspection by any stockholder during the whole time of the
               meeting.

Section 5.      Notice. Written notice of each meeting of stockholders stating
               the place, day and hour of the meeting and, in case of a special
               meeting, the purpose or purposes for which the meeting is called,
               shall be given not less than ten (10) days nor more than sixty
               (60) days before the date of the meeting, either personally or by
               mail, to each stockholder of record entitled to vote at such
               meeting.  If mailed, notice of a stockholders' meeting shall be
               deemed 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.

Section 6.      Waiver of Notice. Whenever notice is required to be given under
               any provision of the General Corporation Law of Delaware, the
               Certificate of Incorporation or these By-Laws, a written waiver
               thereof, signed by the stockholder entitled to notice, whether
               before or after the time stated therein, shall be deemed
               equivalent to notice.  Neither the business to be transacted at,
               nor the purpose of any annual or special meeting of the
               stockholders need be specified in any written waiver of notice
               unless so required by the Certificate of Incorporation or these
               By-Laws.  Attendance of a stockholder at a meeting of
               stockholders shall constitute a waiver of notice of such meeting,
               except when the stockholder attends such meeting for the express
               purpose of objecting at the beginning of the meeting to the
               transaction of any business because the meeting is not lawfully
               called or convened.

Section 7.      Quorum. Except as otherwise provided by law or by the
               Certificate of Incorporation, at all meetings of the stockholders
               of this Corporation, the holders of a majority of the outstanding
               shares entitled to vote thereat present in person or by proxy
               shall constitute a quorum.  If a quorum is not present or
               represented at such meeting, the affirmative vote of a majority
               of shares represented at any meeting, in person or by proxy, may
               adjourn any meeting of stockholders until a quorum is present.
               In all matters other than the election of directors, every
               decision of a majority of shares of stock entitled to vote on the
               subject matter and represented in person or by proxy at a meeting
               at which a quorum is present shall be valid as an act of the
               shareholders unless a larger vote is required by the Certificate
               of Incorporation, these By-Laws or the laws of the State of
               Delaware then in effect.  Directors shall be elected by a
               plurality of the votes of the shares present in person or by
               proxy at the meeting and entitled to vote on the election of
               directors.

Section 8.      Adjourned Meetings. Any stockholders' meeting may be adjourned
               from time to time until its business is completed, and notice
               need not be given of the adjourned meeting if the time and place
               thereof are announced at the meeting at which the adjournment is
               taken; provided, however, that if the adjournment is for more
               than thirty (30) days, or if after the adjournment a new record
               date is fixed for the adjourned meeting, a notice of the
               adjourned meeting shall be given to each stockholder of record
               entitled to vote thereat.  At any adjourned meeting the
               Corporation may transact any business which might have been
               transacted at the original meeting.

Section 9.      Proxies. Each stockholder entitled to vote at a meeting of
               stockholders or to express consent or dissent to corporate action
               in writing without a meeting may authorize another person or
               persons to act for him by proxy, but no such proxy shall be voted
               or acted upon after three (3) years from its date, unless the
               proxy provides for a longer period, and then only within the
               period specified.

Section 10.     Elections of Directors. All elections of directors shall be by
               written ballot.

Section 11.     Action by Consent. 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.  The secretary shall file such consents with
               the minutes of the meetings of the stockholders.

Section 12.     Inspectors of Election. The Board of Directors, the Chairman of
               the Board or the President shall, in advance of any meeting of
               stockholders, appoint one or more inspectors to act at the
               meeting and make a written report thereof, and may designate one
               or more persons as alternate inspectors to replace any inspector
               who fails to act.  If no inspector or alternate is able to act at
               a meeting of stockholders, the person presiding at the meeting
               shall appoint one or more inspectors to act at the meeting.  Each
               inspector before entering upon the discharge of such inspector's
               duties, shall take and sign an oath faithfully to execute the
               duties of inspector with strict impartiality and according to the
               best of his or her ability.  At the meeting, the inspector or
               inspectors shall: (a) ascertain the number of shares outstanding
               and the voting power of each, (b) determine the shares
               represented at the meeting and the validity of proxies and
               ballots, (c) count all votes and ballots, (d) determine and
               retain for a reasonable period a record of the disposition of any
               challenges made to any determination by the inspectors and (e)
               certify the determination of the number of shares represented at
               the meeting, and the count of all votes and ballots.  The
               inspectors may appoint or retain other persons or entities to
               assist them in the performance of their duties.  The date and
               time of the opening and the closing of the polls for each matter
               upon which the stockholders will vote at a meeting shall be
               announced at the meeting.  No ballot, proxies or votes, nor any
               revocations thereof or changes thereto, shall be accepted by the
               inspectors after the closing of the polls unless the Delaware
               Court of Chancery, or any other court having jurisdiction of the
               matter, upon application by a stockholder shall determine
               otherwise.



                                 ARTICLE III


                BOARD OF DIRECTORS

Section 1.      Power and Authority. The property, business and affairs of the
               Corporation shall be under the supervision and the direction of
               the Board of Directors. Such direction and supervision will not
               infringe on management's authority to manage the Corporation day-
               to-day. The Board of Directors 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
               By-Laws directed or required to be exercised or done by the
               stockholders.

Section 2.      Number and Term. The number of directors which shall constitute
               the Board of Directors shall be determined from time to time by
               resolution of the Board of Directors, provided that the total
               number of directors shall not be less than six (6) or more than
               twelve (12) director(s); and provided further that no reduction
               by the Board of Directors in the number of directors shall affect
               the term of any incumbent director.  The directors shall be
               elected at the annual meeting of stockholders, except as provided
               herein.  Each director so elected shall hold office until the
               next succeeding annual meeting of stockholders and until his
               successor is duly elected and qualified, or until his earlier
               death, resignation or removal.

Section 3.      Vacancies. 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, although
               less than a quorum, or by a sole remaining director; or any such
               vacancies or newly created directorships may be filled by the
               stockholders at any meeting.  Any directors so chosen to fill
               such vacancies or newly created directorships shall hold office
               until the next election of directors and until their successors
               are elected and qualified, or until their earlier death,
               resignation or removal.

Section 4.      Meetings. The first meeting of each newly elected Board, for
               which no notice shall be necessary, shall be held immediately
               following each annual meeting of the stockholders of the
               Corporation or any adjournment thereof, at the place of such
               annual meeting, or at such place and time as a majority of the
               members of the newly elected Board who are then present shall
               determine.  All other meetings of the Board of Directors may be
               held within or without the State of Delaware as may be provided
               in the resolution or notice calling such meeting.  Regular
               meetings of the Board of Directors shall be held at such times as
               the Board of Directors may from time to time provide and without
               any notice other than the resolution or action providing
               therefor.  Special meetings of the Board of Directors shall be
               held at any time upon the call of the Chairman of the Board; or
               in the absence or disability of the Chairman of the Board, the
               Vice Chairman or President; or by the Chairman of the Board or
               the Corporate Secretary upon the written request of any two (2)
               members of the Board. A meeting of a committee shall be held at
               any time upon the call of the Chairman of a Committee, or the
               Chairman of the Board, or the Chairman or Corporate Secretary
               upon written request of any two (2) members of a Committee.

Section 5.      Notice Of Special and Committee Meetings. Notice of all special
               meetings of the Board of Directors shall be given to each
               director, which notice shall state the time and place of each
               meeting.  Such notice need not include a statement of the
               business to be transacted at, or the purpose of, any such
               meeting.  Like notice of all meetings of the committees of the
               Board of Directors shall be given to each member of the
               appropriate committee.  Such notice shall be mailed, postage
               prepaid, at least five (5) days before such meeting, addressed to
               the last known residence or place of business of each director
               or, at least twenty-four (24) hours before such meeting, shall be
               sent to him or her at such place by telegraph, cable, telecopier
               or similar means or personally served on him or her in person or
               by telephone. The individual(s) calling a meeting shall give
               notice, or cause notice to be given, for such meeting.

Section 6.      Waiver of Notice. A written waiver of notice, signed by the
               director entitled to notice, whether before or after the time
               stated therein, shall be deemed equivalent to notice.   Neither
               the business to be transacted at, nor the purpose of any annual
               or special meeting need be specified in any written waiver of
               notice unless so required by the Certificate of Incorporation or
               these By-Laws. Attendance of a director at any meeting, whether
               regular or special, shall constitute a waiver of notice of such
               meeting except where a director attends a meeting for the express
               purpose of objecting at the beginning of the meeting to the
               transaction of any business because the meeting is not lawfully
               called or convened.

Section 7.      Quorum. A majority of the directors then in office (but in no
               event less than one-third of the total number of directors
               authorized by the Board pursuant to Article III, Section 2) shall
               constitute a quorum for the transaction of business, and the act
               of a majority of the directors present at a meeting at which a
               quorum shall be present shall be an act of the Board of Directors
               except as may be otherwise specifically required by law or the
               Certificate of Incorporation or these By-Laws; and if less than a
               quorum may be present at any meeting, those present may adjourn
               from time to time to another time and place until a quorum shall
               be present, without notice other than announcement at the meeting
               of such other time and place.

Section 8.      Telephone Meeting. Members of the Board of Directors or any
               committee designated by the Board of Directors may participate in
               meetings by means of conference telephone or similar
               communications equipment whereby all participants can hear each
               other and such participation shall constitute presence in person
               at the meeting.

Section 9.      Committees of Directors Designated by Board. The Board of
               Directors may by resolution or resolutions adopted by a majority
               of the whole Board of Directors designate two or more directors
               to constitute an executive committee, audit committee,
               compensation committee, nominating committee, or such other
               committee or committees as the Board of Directors may from time
               to time deem advisable.  Except to the extent restricted by law,
               any said committee shall have and may exercise all of the
               authority of the Board of Directors in the management of the
               Corporation to the extent provided in said resolutions and may
               have power to authorize the seal of the Corporation to be affixed
               to all papers which may require it.  The committees shall keep
               regular minutes of their proceedings and report the same to the
               Board when required.  The Board may designate one or more
               directors as alternate members of any committee, who may replace
               any absent or disqualified member at any meeting of the
               committee.  In the absence or disqualification of a member of a
               committee, the member or members present at any meeting and not
               disqualified from voting, whether or not such member or members
               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.

Section 10.     Committees of Directors Designated by Chairman. The Chairman of
               the Board of Directors may designate such advisory committees
               from time to time as the Chairman of the Board of Directors deems
               necessary and proper, to perform such duties as may be determined
               by such chairman at the time of their designation or as may be
               modified thereafter by such chairman; provided, however, that any
               such advisory committee or committees shall have and may exercise
               only the power to recommend action to the Board of Directors.
               Each advisory committee shall consist of two or more individuals
               (with such alternates, if any, as may be deemed desirable)
               selected by the Chairman of the Board of Directors, who may but
               need not be members of the Board of Directors.

Section 11.     Action by Consent. Unless otherwise restricted by the
               Certificate of Incorporation, any action which is required or
               permitted to be taken at a meeting of the directors or of any
               committee thereof may be taken without a meeting if consents in
               writing, setting forth the action so taken, are signed by all
               members of the Board or of the committee, as the case may be.
               Such consents shall have the same force and effect as a unanimous
               vote at a meeting duly held.  The Secretary shall file such
               consents with the minutes of the meetings of the Board of
               Directors or the committee, as the case may be.

Section 12.     Compensation of Directors. Unless otherwise restricted by law or
               by the Certificate of Incorporation, directors, as such, shall
               receive such compensation, if any, for their services as the
               Board shall, from time to time, determine; provided that nothing
               herein contained shall be construed to preclude any director from
               serving the Corporation in any other capacity and receiving
               compensation therefor.

Section 13.     Chairman of the Board. The Chairman of the Board of Directors,
               if any, shall preside at all meetings of the stockholders and at
               all meetings of the Board of Directors, may sign certificates for
               shares of the Corporation and shall perform such other duties and
               have such other responsibilities as may, from time to time, be
               determined by the Board of Directors.

Section 14.     Vice-Chairman of the Board. The Vice-Chairman of the Board of
               Directors, if any, shall exercise and perform such powers and
               duties as may be from time to time assigned to him by the Board
               of Directors or the Chairman of the Board.  In the absence of the
               Chairman of the Board, the Vice-Chairman of the Board shall
               preside at all meetings of the stockholders and the Board of
               Directors.

Section 15.     Removal of Directors. At a meeting called expressly for that
               purpose, the entire Board of Directors or any member thereof may
               be removed, with or without cause, by the vote of the holders of
               a majority of the shares then entitled to vote at an election of
               directors.


                                  ARTICLE IV


                                   OFFICERS

Section 1.      Number. The officers of this Corporation shall be elected by the
               Board of Directors and shall consist of a President and a
               Secretary and such other or additional officers (including,
               without limitation, one or more Vice Presidents, a Treasurer, a
               Controller, and one or more Assistant Treasurers, Assistant
               Secretaries or Assistant Controllers) as the Board of Directors
               may designate.  Unless otherwise restricted by law, the
               Certificate of Incorporation or these By-Laws, any two or more
               offices, except those of President and Vice-President, may be
               held by one and the same person.

Section 2.      Qualifications. The officers need not be members of the Board of
               Directors and they need not be residents of the State of
               Delaware.

Section 3.      Election of Officers. Officers shall be elected by the Board at
               its first meeting after the election of directors at the annual
               meeting of stockholders and at such other times as deemed
               appropriate or necessary by the Board.  All officers shall serve
               at the will of the Board or until their successors are elected
               and may be removed either with or without cause by the Board of
               Directors.

Section 4.      Compensation. The compensation of all officers of the
               Corporation shall be fixed by or in the manner prescribed by the
               Board of Directors.

Section 5.      Expense Reimbursement. The Corporation may adopt, from time to
               time, a policy with respect to reimbursement of expenses incurred
               on behalf of the Corporation by its officers and/or employees.
               Reimbursement of such expenses shall be in accordance with the
               requirements imposed by the Internal Revenue Code for
               substantiation of such expenses as deductible business expenses
               to the Corporation.

                                  ARTICLE V

                              DUTIES OF OFFICERS

Section 1.      President. The President, in the absence of the Chairman of the
               Board and the Vice-Chairman of the Board, shall preside at all
               meetings of the stockholders and all meetings of the Board of
               Directors; the President may sign certificates for shares of the
               Corporation.  Subject to the supervision and direction of the
               Board of Directors, the President shall have and exercise direct
               charge of and general supervision over the day-to-day business
               and affairs of the Corporation, and he shall perform such other
               duties as may be delegated to him by the Board of Directors, the
               Chairman of the Board and Vice- Chairman of the Board.  The
               President may sign all notes, agreements or other instruments in
               writing made and entered into for or on behalf of the
               Corporation, except in cases where the signing thereof shall be
               expressly delegated by the Board of Directors or by these By-Laws
               to some other officer or agent of the Corporation, or shall be
               required by law to be otherwise signed or executed; and in
               general the President shall perform all duties incident to the
               office of President.

Section 2.      Vice Presidents. The Vice Presidents, if any, in the order
               designated by the Board of Directors, shall exercise the
               functions of the President during the absence or disability of
               the President.  Each Vice President shall have such powers and
               designated titles, if any, and discharge such duties as may be
               assigned by the Board of Directors, and shall perform such other
               duties as may be delegated by the President.

Section 3.      Corporate Secretary. The Corporate Secretary shall attend all
               meetings of the Board of Directors and all meetings of the
               stockholders, record all the proceedings of the meetings of the
               Corporation and of the Board of Directors in a book to be kept
               for that purpose and perform like duties for the standing
               committees when required.  The Corporate Secretary shall give, or
               cause to be given, notice of all meetings of the stockholders and
               of special meetings of the Board of Directors and shall perform
               such other duties as are usually incident to the office of the
               secretary of a Corporation, as may be prescribed by the Board of
               Directors or President.  The Corporate Secretary shall keep in
               safe custody the seal of the Corporation and affix the same to
               any instrument requiring it and, when so affixed, it shall be
               attested by his or her signature.

Section 4.      Assistant Secretaries. The Assistant Secretary or, if there be
               more than one (1), the Assistant Secretaries shall, in the
               absence or disability of the Corporate Secretary, perform the
               duties and exercise the powers of the Corporate Secretary and
               shall perform such other duties as may be assigned by the
               President.

Section 5.      Treasurer. The Treasurer, if any, shall have the custody of all
               moneys and securities of the Corporation and shall keep regular
               books of account.  The Treasurer shall disburse the funds of the
               Corporation in payment of the just demands against the
               Corporation, taking vouchers for such disbursements, and shall
               render to the President and the Board of Directors, from time to
               time, as may be required, an account of all transactions as
               Treasurer and of the financial condition of the Corporation and
               shall perform such other duties as may be required by the Board
               of Directors or the President.

Section 6.      Assistant Treasurers. The Assistant Treasurers, in the order
               designated by the President shall, in the absence or disability
               of the Treasurer, perform the duties and exercise the powers of
               the Treasurer, and such other duties as may be required by the
               President.



                                  ARTICLE VI

                     STOCK CERTIFICATES AND RECORD DATES

Section 1.      Stock Certificates. Certificates representing shares of the
               Corporation shall be in such form as may be determined by the
               Board of Directors.  Such certificates shall be signed by the
               Chairman of the Board of Directors or Vice Chairman of the Board,
               if any, or the President or a Vice President, and by the
               Treasurer or an Assistant Treasurer, or the Secretary or an
               Assistant Secretary.  Any or all of the signatures on a
               certificate may be a facsimile.  In case any officer, transfer
               agent or registrar who has signed or whose facsimile signature
               has been placed upon a certificate shall have ceased to be such
               officer, transfer agent or registrar before such certificate is
               issued, it may be issued by the Corporation with the same effect
               as if he or she were such officer, transfer agent or registrar at
               the date of issue.

Section 2.      Lost Certificates. The Board of Directors may authorize the
               issuance of a new certificate or certificates of stock in place
               of any certificate theretofore issued by the Corporation and
               alleged to have been lost, stolen or destroyed, upon the making
               of an affidavit of that fact by the person claiming that the
               certificate of stock has been lost, stolen or destroyed.  When
               authorizing such issue of a new certificate or certificates, the
               Corporation 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 or her legal
               representative, to give the Corporation a bond in such sum as it
               may direct sufficient to indemnify it against any claim that may
               be made against the Corporation on account of the alleged loss,
               theft or destruction of any such certificate or the issuance of
               such new certificate.

Section 3.      Transfer of Stock. The shares of stock of the Corporation shall
               be transferable only upon its books by the registered holders
               thereof in person or by their duly authorized attorneys or legal
               representatives, upon surrender and cancellation of certificates
               for a like or greater number of shares, with an assignment or
               power of transfer endorsed thereon or delivered therewith, duly
               executed, and with such proof of the authenticity of the
               signature and of authority to transfer, and of payment of
               transfer taxes, as the Corporation or its agents may require.
               Except as otherwise expressly provided by the statutes of the
               State of Delaware, the Corporation shall be entitled to treat the
               holder of record of any share or shares of stock as the absolute
               owner thereof for all purposes and, accordingly, shall not be
               bound to recognize any legal, 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.

Section 4.      Fixing the Record Date. In order that the Corporation may
               determine the stockholders entitled to notice of or to vote at
               any meeting of stockholders or any adjournment thereof, or
               entitled to receive payment of any dividend or other distribution
               or allotment of any rights, or entitled to exercise any rights in
               respect of any change, conversion or exchange of stock or for the
               purpose of any other lawful action, the Board of Directors may
               fix in advance a record date, which shall not be more than sixty
               nor less than ten days before the date of such meeting, nor more
               than sixty days prior to any other action.  A determination of
               stockholders of record entitled to notice of or to vote at a
               meeting of stockholders shall apply to any adjournment of the
               meeting; provided, however, that the Board of Directors may fix a
               new record date for the adjourned meeting.


                                 ARTICLE VII

                              GENERAL PROVISIONS

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

Section 2.      Reserves. Before payment of any dividend, there may be set aside
               out of any funds of the Corporation available for dividends such
               sum or sums as the Board of Directors may from time to time, in
               its absolute discretion, think proper as a reserve or reserves to
               meet contingencies, or for equalizing dividends, or for repairing
               or maintaining any property of the Corporation or for such other
               purpose as the Board of Directors may think conducive to the
               interests of the Corporation.  The Board of Directors may modify
               or abolish any such reserves in the manner in which they were
               created.

Section 3.      Corporate Seal. The corporate seal shall have inscribed thereon
               the name of the Corporation, the year of its organization, and
               the words "Corporate Seal, Delaware".  Said seal may be used by
               causing it or a facsimile thereof to be impressed or affixed or
               reproduced or otherwise.

Section 4.      Fiscal Year. The fiscal year of the Corporation shall end on the
               last day of December of each year, unless and until the same
               shall be modified by resolution of the Board of Directors.

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

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

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



                                ARTICLE VIII

                               INDEMNIFICATION

Section 1.     The Corporation shall indemnify any person who was or is a party
               or is threatened to be made a party to any threatened, pending,
               or completed action, suit, or proceeding, whether civil,
               criminal, administrative, or investigative (other than an action
               by or in the right of the Corporation) by reason of the fact that
               he is or was a director 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, partnership,
               joint venture, trust, or other enterprise, against expenses
               (including attorneys' fees), judgments, fines, and amounts paid
               in settlement actually and reasonably incurred by him in
               connection with such action, suit, or proceeding if he acted in
               good faith and in a manner he reasonably believed to be in or not
               opposed to the best interests of the Corporation, and, with
               respect to any criminal action or proceeding, had no reasonable
               cause to believe his conduct was unlawful.  The termination of
               any action, suit, or proceeding by judgment, order, settlement,
               conviction, or upon a plea of nolo contendere , or its
               equivalent, shall not, of itself, create a presumption that the
               person did not act in good faith and in a manner which he
               reasonably believed to be in or not opposed to the best interests
               of the Corporation, and with respect to any criminal action or
               proceeding, had reasonable cause to believe that his conduct was
               unlawful.

Section 2.     The Corporation shall indemnify any person who was or is a party
               or is threatened to be made a party to any threatened, pending,
               or completed action or suit by or in the right of the Corporation
               to procure a judgment in its favor by reason of the fact that he
               is or was a director 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, partnership, joint
               venture, trust, or other enterprise against expenses (including
               attorneys' fees) actually and reasonably incurred by him in
               connection with the defense or settlement of such action or suit
               if he acted in good faith and in a manner he reasonably believed
               to be in or not opposed to the best interests of the Corporation
               and except that no indemnification shall be made in respect of
               any claim, issue, or matter as to which such person shall have
               been adjudged to be liable for negligence or misconduct in the
               performance of his duty to the Corporation unless and only to the
               extent that a court shall determine upon application that,
               despite the adjudication of liability, but in view of all the
               circumstances of the case, such person is fairly and reasonably
               entitled to indemnity for such expenses which such court shall
               deem proper.

Section 3.     Notwithstanding the provisions of Sections 1 and 2 of this
               Article VIII, to the extent that any person specified in Sections
               1 or 2 has been successful on the merits or otherwise in defense
               of any action, suit or proceeding referred to in Sections 1 or 2,
               or in defense of any claim, issue or matter therein, such person
               shall be indemnified by the Corporation against all expenses
               (including attorneys' fees), actually or reasonably incurred  by
               such person in connection therewith.

Section 4.     Reasonable expenses (including attorneys' fees) incurred by any
               person specified in Sections 1 and 2 of this Article VIII in
               defending any civil, criminal, administrative or investigative
               action, suit or proceeding shall be paid by the Corporation in
               advance of the final disposition of such action, suit or
               proceeding upon receipt by the Corporation of any undertaking by
               or on behalf of such person to repay such amount if it shall
               ultimately be determined that such person is not entitled to be
               indemnified by the Corporation as provided in this Article VIII.

Section 5.     The indemnification provided by this Article shall not be deemed
               exclusive of any other rights to which those seeking
               indemnification may be entitled under any law, agreement, vote of
               stockholders or disinterested directors or otherwise, both as to
               action in his official capacity and as to action in another
               capacity while holding such office, and shall continue as to a
               person who has ceased to be a director, officer, employee, or
               agent and shall inure to the benefit of the heirs, executors, and
               administrators of such person.

Section 6.     All rights provided any person by this Article VIII shall be
               contract rights.  No amendment, alteration, addition, change or
               repeal of this Article VIII, or any other provisions of the
               Certificate of Incorporation or of the By-Laws shall in any way
               impair or reduce the rights to indemnification or advancement of
               expenses provided by this Article VIII to such person with
               respect to any acts or omissions of such person occurring prior
               to the time of such amendment, alteration, addition, change or
               repeal.

Section 7.     Notwithstanding the provisions of Sections 1, 2 and 4 of this
               Article VIII, if the Delaware General Corporation Law is amended
               to permit greater rights to indemnification or advancement of
               expenses than that provided in this Article VIII, then the
               persons specified in Sections 1, 2 or 4 shall be granted such
               greater rights to the full extent permitted by the Delaware
               General Corporation Law as so amended.

Section 8.     In the event that any part of the Article VIII shall be found in
               any action, suit or proceeding to be invalid or ineffective, the
               validity and the effect of the remaining parts shall not be
               affected and the Corporation shall indemnify the persons
               specified in Sections 1 and 2 to the full extent required by the
               remaining parts of this Article VIII and to the full extent
               permitted by the Delaware General Corporation Law.


                                  ARTICLE IX

                                  AMENDMENTS

Section 1.      Amendments. The Board of Directors shall have the power to make,
               alter or repeal the By-Laws of the Corporation subject to the
               power of the stockholders to alter or repeal the By-Laws made or
               altered by the Board of Directors.





Corporate Secretary