Exhibit 3.20
--------------------------------------------------------------------------------






                              AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                      CONCENTRA MANAGED CARE SERVICES, INC.



                    -----------------------------------------



                       Incorporated under the Laws of the

                             State of Massachusetts


                    -----------------------------------------













                                  Adopted as of
                                 August 17, 1999





                                       1
<PAGE>

--------------------------------------------------------------------------------

                              AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                      CONCENTRA MANAGED CARE SERVICES, INC.

                          (a Massachusetts corporation)


                                   ----------



                                    ARTICLE I

                                     OFFICES
                                     -------

                  The  registered  office  of the  Corporation  in the  State of
Massachusetts  shall be located in the City of Boston,  County of  Suffolk.  The
Corporation may establish or discontinue,  from time to time, such other offices
within or without  the State of  Massachusetts  as may be deemed  proper for the
conduct of the Corporation's business.


                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS
                            ------------------------

                  SECTION 1. PLACE OF  MEETINGS.  All  meetings of  stockholders
shall  be  held at such  place  or  places,  within  or  without  the  State  of
Massachusetts,  as may from time to time be fixed by the Board of Directors,  or
as shall be specified in the respective notices, or waivers of notice, thereof.

                  SECTION 2. ANNUAL MEETING.  The annual meeting of stockholders
for the election of Directors and the  transaction  of other  business  shall be
held on such  date  and at such  place  as may be  designated  by the  Board  of
Directors.  At each annual meeting the stockholders entitled to vote shall elect
a Board of  Directors  and may transact  such other proper  business as may come
before the meeting.


                                       2
<PAGE>

                  SECTION  3.  SPECIAL  MEETINGS.   A  special  meeting  of  the
stockholders,  or of any class  thereof  entitled  to vote,  for any  purpose or
purposes, may be called at any time by the Chairman of the Board, if any, or the
President  or by order of the  Board of  Directors  and  shall be  called by the
Secretary upon the written  request of  stockholders  holding of record at least
50% of the outstanding  shares of stock of the  Corporation  entitled to vote at
such meeting. Such written request shall state the purpose or purposes for which
such meeting is to be called.

                  SECTION 4. NOTICE OF MEETINGS. Except as otherwise provided by
law, written notice of each meeting of stockholders,  whether annual or special,
stating the place, date and hour of the meeting shall be given not less than ten
days or more than sixty days  before the date on which the meeting is to be held
to each  stockholder  of record  entitled to vote thereat by delivering a notice
thereof  to him  personally  or by  mailing  such  notice in a  postage  prepaid
envelope  directed  to him at his  address as it  appears on the  records of the
Corporation,  unless he shall have filed with the Secretary of the Corporation a
written request that notices intended for him be directed to another address, in
which case such notice  shall be directed  to him at the address  designated  in
such request.  Notice shall not be required to be given to any  stockholder  who
shall waive such notice in writing,  whether prior to or after such meeting,  or
who shall attend such meeting in person or by proxy  unless such  attendance  is
for the express purpose of objecting,  at the beginning of such meeting,  to the
transactions  of any  business  because  the meeting is not  lawfully  called or
convened.  Every notice of a special  meeting of the  stockholders,  besides the
time and place of the  meeting,  shall  state  briefly  the  objects or purposes
thereof.

                  SECTION 5. LIST OF  STOCKHOLDERS.  It shall be the duty of the
Secretary or other officer of the Corporation who shall have charge of the stock
ledger to  prepare  and make,  at least ten days  before  every  meeting  of the
stockholders,  a complete  list of the  stockholders  entitled to vote  thereat,
arranged in alphabetical  order, and showing the address of each stockholder and
the  number of shares  registered  in his name.  Such list  shall be open to the
examination of any stockholder,  for any purpose germane to the meeting,  during
ordinary business hours, for a period of at least ten days prior to the meeting,
either at a place  within the city where the meeting is to be held,  which place
shall be specified in the notice of the meeting, or, if not so specified, at the
place  where the meeting is to be held.  The list shall be kept and  produced at
the time and place of the meeting  during the whole time  thereof and subject to
the inspection of any stockholder who may be present.  The original or duplicate
ledger  shall be the only  evidence as to who are the  stockholders  entitled to
examine  such  list or the books of the  Corporation  or to vote in person or by
proxy at such meeting.

                  SECTION 6. QUORUM.  At each meeting of the  stockholders,  the
holders of record of a  majority  of the  issued  and  outstanding  stock of the
Corporation  entitled  to vote at such  meeting,  present in person or by proxy,
shall  constitute  a  quorum  for the  transaction  of  business,  except  where
otherwise provided by law, the Certificate of Incorporation or these By-laws. In
the absence of a quorum, any officer entitled to preside at, or act as Secretary
of, such  meeting  shall have the power to adjourn the meeting from time to time
until a quorum shall be constituted.


                                       3

<PAGE>

                  SECTION 7. VOTING. Every stockholder of record who is entitled
to vote shall at every meeting of the  stockholders  be entitled to one vote for
each share of stock held by him on the record date; EXCEPT, HOWEVER, that shares
of its own stock  belonging to the Corporation or to another  corporation,  if a
majority of the shares  entitled to vote in the  election of  directors  of such
other corporation is held by the Corporation,  shall neither be entitled to vote
nor counted for quorum  purposes.  Nothing in this Section shall be construed as
limiting  the right of the  Corporation  to vote its own  stock  held by it in a
fiduciary capacity. At all meetings of the stockholders, a quorum being present,
all matters shall be decided by majority vote of the shares of stock entitled to
vote held by  stockholders  present in person or by proxy,  except as  otherwise
required  by law or the  Certificate  of  Incorporation.  Unless  demanded  by a
stockholder of the  Corporation  present in person or by proxy at any meeting of
the  stockholders and entitled to vote thereat or so directed by the chairman of
the meeting or required by law, the vote thereat on any question  need not be by
written ballot. On a vote by written ballot,  each ballot shall be signed by the
stockholder  voting,  or in his name by his proxy,  if there be such proxy,  and
shall  state the number of shares  voted by him and the number of votes to which
each share is entitled.

                  SECTION 8.  PROXIES.  Each  stockholder  entitled to vote at a
meeting of  stockholders  or to express  consent to corporate  action in writing
without a meeting  may  authorize  another  person or  persons to act for him by
proxy.  A proxy  acting  for any  stockholder  shall  be  duly  appointed  by an
instrument in writing  subscribed by such  stockholder.  No proxy shall be valid
after the  expiration  of three  years  from the date  thereof  unless the proxy
provides for a longer period.

                  SECTION 9. ACTION WITHOUT A MEETING. Any action required to be
taken at any annual or special  meeting of  stockholders or any action which may
be taken at any annual or special meeting of stockholders may be taken without a
meeting,  without  prior  notice  and  without a vote,  if a consent  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.  Prompt  notice  of the  taking of the
corporate action without a meeting by less than unanimous  written consent shall
be given to those stockholders who have not consented in writing.


                                   ARTICLE III

                               BOARD OF DIRECTORS
                               ------------------

                  SECTION 1.  POWERS.   The   business   and   affairs  of   the
Corporation  shall be managed  under the direction of the Board of Directors.

                  SECTION 2. ELECTION AND TERM. Except as otherwise  provided by
law,  Directors shall be elected at the annual meeting of stockholders and shall
hold  office  until the next  annual  meeting of  stockholders  and until  their
successors  are elected  and  qualify,  or until they sooner die,  resign or are
removed.  At each annual meeting of stockholders,  at which a quorum is


                                       4

<PAGE>

present,  the  persons  receiving  a  plurality  of the votes  cast shall be the
Directors.  Acceptance  of the office of Director may be expressed  orally or in
writing,  and  attendance  at the  organization  meeting shall  constitute  such
acceptance.

                  SECTION 3.  NUMBER.  The number  of   Directors  shall be such
number as shall be  determined  from  time to time by the Board of Directors and
initially shall be two.

                  SECTION  4.  QUORUM AND  MANNER OF  ACTING.  Unless  otherwise
provided by law, the  presence of 50% of the whole Board of  Directors  shall be
necessary to constitute a quorum for the transaction of business. In the absence
of a quorum,  a majority of the  Directors  present may adjourn the meeting from
time to time until a quorum shall be present.  Notice of any  adjourned  meeting
need not be given.  At all meetings of Directors,  a quorum being  present,  all
matters shall be decided by the affirmative  vote of a majority of the Directors
present,  except as otherwise  required by law. The Board of Directors  may hold
its  meetings  at  such  place  or  places   within  or  without  the  State  of
Massachusetts  as the Board of Directors  may from time to time  determine or as
shall be specified in the respective notices, or waivers of notice, thereof.

                  SECTION 5. ORGANIZATION MEETING. Immediately after each annual
meeting of  stockholders  for the election of  Directors  the Board of Directors
shall meet at the place of the annual meeting of stockholders for the purpose of
organization,  the election of officers and the  transaction of other  business.
Notice of such meeting  need not be given.  If such meeting is held at any other
time or place, notice thereof must be given as hereinafter  provided for special
meetings of the Board of Directors,  subject to the execution of a waiver of the
notice  thereof  signed by, or the  attendance at such meeting of, all Directors
who may not have received such notice.

                  SECTION 6. REGULAR MEETINGS.  Regular meetings of the Board of
Directors  may  be  held  at  such  place,   within  or  without  the  State  of
Massachusetts,  as  shall  from  time to  time be  determined  by the  Board  of
Directors. After there has been such determination,  and notice thereof has been
once given to each member of the Board of Directors as hereinafter  provided for
special  meetings,  regular  meetings may be held without  further  notice being
given.

                  SECTION 7. SPECIAL MEETINGS;  NOTICE.  Special meetings of the
Board of Directors  shall be held whenever  called by the Chairman of the Board,
if any,  the  President or by a majority of the  Directors.  Notice of each such
meeting shall be mailed to each  Director,  addressed to him at his residence or
usual place of business, at least five days before the date on which the meeting
is to be held, or shall be sent to him at such place by telex or  facsimile,  or
be delivered  personally or by telephone,  not later than the day before the day
on which such  meeting is to be held.  Each such notice shall state the time and
place of the meeting and, as may be required,  the purposes  thereof.  Notice of
any meeting of the Board of  Directors  need not be given to any  Director if he
shall  sign a written  waiver  thereof  either  before or after the time  stated
therein  for such  meeting,  or if he shall be  present at the  meeting.  Unless
limited by law, the Certificate of Incorporation,  these By-laws or the terms of
the notice  thereof,  any and all  business  may be  transacted  at any  meeting
without the notice  thereof  having  specifically  identified  the matters to be
acted upon.


                                       5
<PAGE>

                  SECTION 8.  REMOVAL OF  DIRECTORS.  Any Director or the entire
Board of Directors may be removed, with or without cause, at any time, by action
of the holders of record of the majority of the issued and outstanding  stock of
the  Corporation  (a)  present  in person or by proxy at a meeting of holders of
such stock and  entitled  to vote  thereon or (b) by a consent in writing in the
manner  contemplated in Section 9 of Article II, and the vacancy or vacancies in
the Board of  Directors  caused by any such  removal  may be filled by action of
such a majority at such meeting or at any subsequent meeting or by consent.

                  SECTION 9.  RESIGNATIONS.  Any Director of the Corporation may
resign at any time by giving  written  notice to the  Chairman of the Board,  if
any, the President, the Vice President or the Secretary of the Corporation.  The
resignation  of any Director shall take effect upon receipt of notice thereof or
at such later time as shall be specified in such notice;  and, unless  otherwise
specified therein,  the acceptance of such resignation shall not be necessary to
make it effective.

                  SECTION 10.  VACANCIES.  Any newly created  directorships  and
vacancies  occurring in the Board by reason of death,  resignation,  retirement,
disqualification or removal,  with or without cause, may be filled by the action
of the holders of record of the majority of the issued and outstanding  stock of
the  Corporation  (a)  present  in person or by proxy at a meeting of holders of
such stock and  entitled  to vote  thereon or (b) by a consent in writing in the
manner contemplated in Section 9 of Article II. The Director so chosen,  whether
selected to fill a vacancy or elected to a new  directorship,  shall hold office
until the next meeting of  stockholders at which the election of Directors is in
the regular  order of  business,  and until his  successor  has been elected and
qualifies, or until he sooner dies, resigns or is removed.

                  SECTION 11.  COMPENSATION  OF DIRECTORS.  Directors,  as such,
shall not receive any stated  salary for their  services,  but, by resolution of
the Board,  a specific  sum fixed by the Board plus  expenses may be allowed for
attendance at each regular or special meeting of the Board;  PROVIDED,  HOWEVER,
that nothing herein  contained  shall be construed to preclude any Director from
serving the Corporation or any parent or subsidiary  corporation  thereof in any
other capacity and receiving compensation therefor.

                  SECTION 12. ACTION WITHOUT A MEETING.  Any action  required or
permitted  to be taken at any  meeting  of the Board of  Directors  may be taken
without a meeting if a written  consent  thereto is signed by all members of the
Board,  and such written consent is filed with the minutes or proceedings of the
Board.

                  SECTION 13. TELEPHONIC  PARTICIPATION IN MEETINGS.  Members of
the Board of  Directors  may  participate  in a meeting of the Board by means of
conference telephone or similar  communications  equipment by means of which all
persons participating in the meeting can hear each other, and such participation
shall constitute presence in person at such meeting.


                                       6
<PAGE>


                                   ARTICLE IV

                                    OFFICERS
                                    --------

                  SECTION 1. PRINCIPAL  OFFICERS.  The Board of Directors  shall
elect a  President,  a Secretary  and a Treasurer,  and may in addition  elect a
Chairman of the Board, one or more Vice Presidents and such other officers as it
deems fit; the  President,  the Secretary,  the  Treasurer,  the Chairman of the
Board (if any) and the Vice Presidents (if any) being the principal  officers of
the Corporation. One person may hold, and perform the duties of, any two or more
of said offices.

                  SECTION 2. ELECTION AND TERM OF OFFICE. The principal officers
of the  Corporation  shall be elected  annually by the Board of Directors at the
organization  meeting  thereof.  Each such  officer  shall hold office until his
successor shall have been elected and shall qualify, or until his earlier death,
resignation or removal.

                  SECTION 3. OTHER OFFICERS.  In addition,  the Board may elect,
or the Chairman of the Board,  if any, or the President may appoint,  such other
officers  as they  deem  fit.  Any such  other  officers  chosen by the Board of
Directors  shall be subordinate  officers and shall hold office for such period,
have such  authority  and  perform  such duties as the Board of  Directors,  the
Chairman of the Board, if any, or the President may from time to time determine.

                  SECTION 4. REMOVAL. Any officer may be removed, either with or
without cause,  at any time, by resolution  adopted by the Board of Directors at
any regular  meeting of the Board, or at any special meeting of the Board called
for that purpose, at which a quorum is present.

                  SECTION 5. RESIGNATIONS. Any officer may resign at any time by
giving written notice to the Chairman of the Board,  if any, the President,  the
Secretary or the Board of Directors. Any such resignation shall take effect upon
receipt  of such  notice or at any later time  specified  therein;  and,  unless
otherwise  specified  therein,  the acceptance of such resignation  shall not be
necessary to make it effective.

                  SECTION 6. VACANCIES.  A vacancy in  any office  may be filled
for the unexpired  portion of the term in the manner prescribed in these By-laws
for election or appointment to such office for such term.

                  SECTION 7. CHAIRMAN OF THE BOARD. The Chairman of the Board of
Directors,  if one be elected,  shall  preside if present at all meetings of the
Board of Directors, and he shall have and perform such other duties as from time
to time may be assigned to him by the Board of Directors.

                  SECTION  8.  PRESIDENT.  The  President  shall  be  the  chief
operating  officer  of the  Corporation  and shall have the  general  powers and
duties of supervision  and management  usually vested in the office of president
of a  corporation.  He shall  preside at all  meetings  of the  stockholders  if
present thereat, and in the absence or non-election of the Chairman of the Board


                                       7
<PAGE>

of Directors, at all meetings of the Board of Directors,  and shall have general
supervision, direction and control of the business of the Corporation. Except as
the Board of  Directors  shall  authorize  the  execution  thereof in some other
manner, he shall execute bonds, mortgages,  and other contracts on behalf of the
Corporation,  and shall cause the seal to be affixed to any instrument requiring
it and when so  affixed  the seal  shall be  attested  by the  signature  of the
Secretary or the Treasurer.

                  SECTION 9. VICE  PRESIDENT.  Each Vice  President,  if such be
elected,  shall  have such  powers  and shall  perform  such  duties as shall be
assigned to him by the President or the Board of Directors.

                  SECTION 10.  TREASURER.  The  Treasurer  shall have charge and
custody of, and be responsible for, all funds and securities of the Corporation.
He shall exhibit at all reasonable times his books of account and records to any
of the Directors of the Corporation  upon  application  during business hours at
the office of the  Corporation  where such books and records shall be kept; when
requested  by the  Board of  Directors,  he  shall  render  a  statement  of the
condition of the finances of the  Corporation  at any meeting of the Board or at
the annual  meeting of  stockholders;  he shall  receive,  and give receipt for,
moneys  due and  payable  to the  Corporation  from any  source  whatsoever;  in
general, he shall perform all the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him by the Chairman of
the Board of Directors,  the President or the Board of Directors.  The Treasurer
shall give such bond,  if any, for the  faithful  discharge of his duties as the
Board of Directors may require.

                  SECTION 11. SECRETARY. The Secretary, if present, shall act as
secretary at all meetings of the Board of Directors and of the  stockholders and
keep the minutes thereof in a book or books to be provided for that purpose;  he
shall see that all  notices  required  to be given by the  Corporation  are duly
given and served;  he shall have charge of the stock records of the Corporation;
he shall see that all reports,  statements and other  documents  required by law
are  properly  kept and filed;  and in general he shall  perform  all the duties
incident to the office of  Secretary  and such other duties as from time to time
may be assigned to him by the President or the Board of Directors.

                  SECTION 12. SALARIES.  The salaries of the principal  officers
shall be fixed from time to time by the Board of Directors,  and the salaries of
any other officers may be fixed by the President.


                                    ARTICLE V

                    INDEMNIFICATION OF OFFICERS AND DIRECTORS
                    -----------------------------------------

                  SECTION  1.  RIGHT OF  INDEMNIFICATION.  Every  person  now or
hereafter  serving as a Director  or officer of the  Corporation  and every such
Director  or officer  serving at the request of the  Corporation  as a director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or other enterprise, shall be indemnified by the Corporation in accordance


                                       8
<PAGE>

with and to the  fullest  extent  permitted  by law for the  defense  of,  or in
connection  with,  any  threatened,   pending  or  completed  action,   suit  or
proceeding, whether civil, criminal, administrative or investigative.

                  SECTION 2. EXPENSES. Expenses incurred in defending a civil or
criminal action, suit or proceeding may be paid by the Corporation in advance of
the final  disposition  of such action,  suit or proceeding as authorized by the
Board of Directors in the specific case upon receipt of an  undertaking by or on
behalf  of such  Director  or  officer  to repay  such  amount  unless  it shall
ultimately  be  determined  that  he  is  entitled  to  be  indemnified  by  the
Corporation as authorized in this Article V.

                  SECTION  3.  OTHER  RIGHTS  OF  INDEMNIFICATION.  The right of
indemnification  herein  provided  shall  not be deemed  exclusive  of any other
rights to which any such  Director or officer may now or  hereafter  be entitled
under any by-law,  agreement, vote of stockholders or disinterested directors or
otherwise,  both as to  action  in his  official  capacity  and as to  action in
another  capacity  while holding such office,  and shall continue as to a person
who has ceased to be a Director or officer and shall inure to the benefit of the
heirs, executors and administrators of such person.


                                   ARTICLE VI

                            SHARES AND THEIR TRANSFER
                            -------------------------


                  SECTION 1.  CERTIFICATE  FOR STOCK.  Every  stockholder of the
Corporation  shall be entitled to a certificate or  certificates,  to be in such
form as the Board of Directors shall prescribe,  certifying the number of shares
of the capital stock of the  Corporation  owned by him. No certificate  shall be
issued for partly paid shares.

                  SECTION 2. STOCK CERTIFICATE  SIGNATURE.  The certificates for
such  stock  shall be  numbered  in the order in which  they shall be issued and
shall be signed by the  Chairman of the Board,  if any, or the  President or any
Vice  President and by the Secretary or an Assistant  Secretary or the Treasurer
of the Corporation,  and its seal shall be affixed thereto.  If such certificate
is  countersigned  (1) by a transfer  agent  other than the  Corporation  or its
employee, or, (2) by a registrar other than the Corporation or its employee, the
signatures of such officers of the  Corporation  may be facsimiles.  In case any
officer of the Corporation who has signed, or whose facsimile signature has been
placed upon,  any such  certificate  shall have ceased to be such officer before
such  certificate is issued,  it may be issued by the Corporation  with the same
effect as if he were such officer at the date of issue.

                  SECTION  3.  STOCK  LEDGER.  A  record  shall  be  kept by the
Secretary or by any other officer,  employee or agent designated by the Board of
Directors of the name of each person,  firm or corporation holding capital stock
of the  Corporation,  the number of shares  represented  by, and the  respective
dates of, each  certificate for such capital stock,  and in case of cancellation
of any such certificate, the respective dates of cancellation.


                                       9
<PAGE>

                  SECTION 4. CANCELLATION.  Every certificate surrendered to the
Corporation for exchange or  registration of transfer shall be canceled,  and no
new  certificate  or  certificates  shall be issued in exchange for any existing
certificate until such existing certificate shall have been so canceled, except,
subject to Section 7 of this  Article VI, in cases  provided  for by  applicable
law.

                  SECTION 5. REGISTRATIONS OF TRANSFERS OF STOCK.  Registrations
of transfers of shares of the capital stock of the Corporation  shall be made on
the  books  of the  Corporation  by the  registered  holder  thereof,  or by his
attorney thereunto  authorized by power of attorney duly executed and filed with
the Secretary of the  Corporation  or with a transfer  clerk or a transfer agent
appointed as in Section 6 of this  Article VI provided,  and on surrender of the
certificate or certificates for such shares properly endorsed and the payment of
all taxes  thereon.  The person in whose name shares of stock stand on the books
of the Corporation shall be deemed the owner thereof for all purposes as regards
the Corporation;  PROVIDED,  HOWEVER, that whenever any transfer of shares shall
be made for collateral security, and not absolutely, it shall be so expressed in
the  entry of the  transfer  if,  when the  certificates  are  presented  to the
Corporation  for transfer,  both the transferor  and the transferee  request the
Corporation to do so.

                  SECTION 6.  REGULATIONS.  The Board of Directors may make such
rules  and  regulations  as it may deem  expedient,  not  inconsistent  with the
Certificate of Incorporation or these By- laws,  concerning the issue,  transfer
and registration of certificates for shares of the stock of the Corporation.  It
may appoint,  or authorize any principal officer or officers to appoint,  one or
more transfer clerks or one or more transfer agents and one or more  registrars,
and may require all certificates of stock to bear the signature or signatures of
any of them.

                  SECTION 7. LOST, STOLEN,  DESTROYED OR MUTILATED CERTIFICATES.
Before any certificates for stock of the Corporation shall be issued in exchange
for  certificates  which  shall  become  mutilated  or shall be lost,  stolen or
destroyed,  proper evidence of such loss, theft, mutilation or destruction shall
be procured for the Board of Directors, if it so requires.

                  SECTION 8. RECORD DATES.  For the purpose of  determining  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 date as a
record date for any such  determination of stockholders.  Such record date shall
not be more than sixty or less than ten days before the date of such meeting, or
more than sixty days prior to any other action.


                                       10
<PAGE>

                                   ARTICLE VII

                            MISCELLANEOUS PROVISIONS

                  SECTION  1.  CORPORATE  SEAL.  The  Board of  Directors  shall
provide a corporate seal,  which shall be in such form as the Board of Directors
may decide.  The  Secretary  shall be the  custodian  of the seal.  The Board of
Directors  may  authorize  a  duplicate  seal to be kept and  used by any  other
officer.

                  SECTION  2.  VOTING OF STOCKS  OWNED BY THE  CORPORATION.  The
Board of Directors  may  authorize  any person on behalf of the  Corporation  to
attend,  vote and grant proxies to be used at any meeting of stockholders of any
corporation (except the Corporation) in which the Corporation may hold stock.

                  SECTION  3.  DIVIDENDS.  Subject  to  the  provisions  of  the
Certificate of  Incorporation,  the Board of Directors may, out of funds legally
available therefor, at any regular or special meeting declare dividends upon the
capital  stock  of the  Corporation  as and when  they  deem  expedient.  Before
declaring  any  dividend  there  may  be set  apart  out  of  any  funds  of the
Corporation  available for dividends such sum or sums as the Directors from time
to time in their discretion deem proper for working capital or as a reserve fund
to meet contingencies or for equalizing  dividends or for such other purposes as
the Board of Directors shall deem conducive to the interests of the Corporation.


                                  ARTICLE VIII

                                   AMENDMENTS
                                   ----------

                  These By-laws of the  Corporation  may be altered,  amended or
repealed  by the Board of  Directors  at any  regular or special  meeting of the
Board of  Directors  or by the  affirmative  vote of the  holders of record of a
majority of the issued and  outstanding  stock of the Corporation (i) present in
person or by proxy at a meeting of holders  of such stock and  entitled  to vote
thereon or (ii) by a consent in writing in the manner  contemplated in Section 9
of Article  II,  PROVIDED,  HOWEVER,  that  notice of the  proposed  alteration,
amendment or repeal is contained in the notice of such meeting. By-laws, whether
made or  altered  by the  stockholders  or by the Board of  Directors,  shall be
subject to  alteration  or repeal by the  stockholders  as in this  Article VIII
above provided.

                                       11