Exhibit 3.2


                                  BYLAWS

                                    OF

                        PEMCO AVIATION GROUP, INC.

                                 ARTICLE I

                                  OFFICES

          Section 1.  REGISTERED OFFICES.  The registered office shall be
1013 Centre Road, City of Wilmington, County of New Castle, State of
Delaware.

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

                                ARTICLE II

                         MEETINGS OF STOCKHOLDERS

          Section 1.  PLACE OF MEETINGS.  Meetings of stockholders shall
be held at any place within or outside the State of Delaware designated by
the Board of Directors.  In the absence of any such designation,
stockholders' meetings shall be held at the principal executive office of
the corporation.

          Section 2.  ANNUAL MEETING OF STOCKHOLDERS.  If required by
applicable law, annual meeting of stockholders shall be held each year on
a date and a time designated by the Board of Directors.  At each annual
meeting directors shall be elected and any other proper business may be
transacted.

          Section 3.  QUORUM; ADJOURNED MEETINGS.  A majority of the stock
issued and outstanding and entitled to vote at any meeting of
stockholders, the holders of which are present in person or represented by
proxy, shall constitute a quorum for the transaction of business except as
otherwise provided by law, by the Certificate of Incorporation, or by
these Bylaws.  A quorum, once established, shall not be broken by the
withdrawal of enough votes to leave less than a quorum and the votes
present may continue to transact business until adjournment.  If, however,
such quorum shall not be present or represented at any meeting of the
stockholders, a majority of the voting stock represented in person or by
proxy may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or
represented.  At such adjourned meeting at which a quorum shall be present
or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.  If the adjournment is
for more than thirty 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.

          Section 4.  VOTING.  When a quorum is present at any meeting, in
all matters other than the election of directors, the vote of the holders
of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by applicable law or
regulation, or the Certificate of Incorporation, or these Bylaws, a
different vote is required in which case such express provision shall
govern and control the decision of such question.  Directors shall be
elected by a plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote on the election
of directors.

          Section 5.  PROXIES.  At each meeting of the stockholders, each
stockholder having the right to vote may vote in person or may authorize
another person or persons to act for him by proxy, but no proxy shall be
voted or acted upon after three years from its date unless the proxy
provides for a longer period.   A proxy shall be irrevocable of it states
that it is irrevocable and if, and only so long as, it is coupled with an
interest sufficient in law to support an irrevocable power.  A stockholder
may revoke any proxy which is not irrevocable by attending the meeting and
voting in person or by filing an instrument in writing revoking the proxy
or by delivering a proxy bearing a later date to the Secretary of the
corporation.  All proxies must be filed with the Secretary of the
corporation at the beginning of each meeting in order to be counted in any
vote at the meeting. Each stockholder shall have one vote for each share
of stock having voting power, registered in his name on the books of the
corporation on the record date set by the Board of Directors as provided
in Article II, Section 8 hereof.

          Section 6.  SPECIAL MEETINGS.  Special meetings of the
stockholders, for any purpose, or purposes, unless otherwise prescribed by
law or by the Certificate of Incorporation, may be called by the Chairman
of the Board or the President and shall be called by the President or the
Secretary at the request in writing of a majority of the Board of
Directors.  Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

          Section 7.  NOTICE OF MEETINGS.  Whenever stockholders are
required or permitted to take any action at a meeting, a written notice of
the meeting shall be given that shall state the place, date and hour of
the meeting and, in the case of a special meeting, the purpose or purposes
for which the meeting is called.  Unless otherwise provided by law, the
Certificate of Incorporation or these Bylaws, the written notice of any
meeting shall be given not less than ten (10) nor more than sixty (60)
days before the date of the meeting to each stockholder entitled to vote
at such meeting.  If mailed, such notice shall be deemed to be 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 8. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF
RECORD.  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 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 record date:  (1) in the case of determination of stockholders
entitled to vote at any meeting of stockholders or adjournment thereof,
shall, unless otherwise required by law, not be more than sixty (60) nor
less than ten (10) days before the date of such meeting; and (2) in the
case of any other action, shall not be more than sixty (60) days prior to
such other action.  If no record date is fixed:  (1) the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding
the day on which notice is given, or, if notice is waived, at the close of
business on the day next preceding the day on which the meeting is held;
and (2) the record date for determining stockholders for any other purpose
shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.  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.

          Section 9.  NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS.

               (1)  Nominations of persons for election to the Board of
Directors of the corporation and the proposal of business to be considered
by the stockholders may be made at an annual meeting of stockholders (a)
pursuant to the corporation's notice of meeting (or any supplement
thereto), (b) by or at the direction of the Board of Directors or (c) by
any stockholders of the corporation who was a stockholder of record at the
time of giving of notice provided for by in this Section 9 is given to the
Secretary of the Corporation, who is entitled to vote at the meeting and
who complies with the notice procedures in this Section 9.

               (2)  For nominations or other business to be properly
brought before an annual meeting by a stockholder pursuant to clause (c)
of paragraph (1) of this Section 9, the stockholder must have given timely
notice thereof in writing to the Secretary of the corporation and any such
proposed business other than the nominations of persons for election to
the Board of Directors must constitute a proper matter for stockholder
action.  To be timely, a stockholder's notice shall be delivered to the
Secretary at the principal executive offices of the corporation not later
than the close of business on the 60th day nor earlier than the close of
business on the 90th day prior to the first anniversary of the preceding
year's annual meeting; provided, however, that in the event that the date
of the annual meeting is more than 30 days before or more than 30 days
after such anniversary date, notice by the stockholder to be timely must
be so delivered not earlier than the close of business on the 90th day
prior to such annual meeting and not later than the close of business on
the later of the 60th day prior to such annual meeting or the 10th day
following the earlier of (i) the day on which notice of the meeting was
mailed or (ii) the date public announcement of the date of such meeting is
first made by the corporation. In no event shall the public announcement
of an adjournment or postponement of an annual meeting commence a new time
period (or extend any time period) for the giving of a stockholder's
notice as described above. Such stockholder's notice shall set forth: (a)
as to each person whom the stockholder proposes to nominate for election
or re-election as a director all information relating to such person that
is required to be disclosed in solicitations of proxies for election of
directors in an election contest, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and Rule 14A-11 thereunder (including such
person's written consent to being named in the proxy statement as a
nominee and to serving as a director if elected); (b) as to any other
business that the stockholder proposes to bring before the meeting, a
brief description of the business desired to be brought before the
meeting, the text of the proposal or business (including the text of any
resolutions proposed for consideration in the event that such business
includes a proposal to amend the Bylaws, the language of the proposed
amendment), the reasons for conducting such business at the meeting and
any material interest in such business of such stockholder and the
beneficial owner, if any, on whose behalf the nomination or proposal is
made; and (c) as to the stockholder giving the notice and the beneficial
owner, if any, on whose behalf the nomination or proposal is made (i) the
name and address of such stockholder and of such beneficial owner, as they
appear on the corporation's books, (ii) the class and number of shares of
capital stock of the corporation which are owned beneficially and of
record by such stockholder and such beneficial owner, (iii) a
representation that the stockholder is a holder of record of stock of the
corporation entitled to vote at such meeting and intends to appear in
person or by proxy at the meeting to propose such business or nomination
and (iv) a representation whether the stockholder or the beneficial owner,
if any, intends or is part of a group which intends (A) to deliver a proxy
statement and/or form of proxy to holders of at least the percentage of
the corporation's outstanding capital stock required to approve or adopt
the proposal or elect the nominee and/or (B) otherwise to solicit proxies
from stockholders in support of such proposal or nomination.  The
foregoing notice requirements shall be deemed satisfied by a stockholder
if the stockholder has notified the corporation of his or her intention to
present a proposal at an annual meeting in compliance with Rule 14a-8 (or
any successor thereof) promulgated under the Exchange Act and such
stockholder's proposal has been included in a proxy statement that has
been prepared by the corporation to solicit proxies for such annual
meeting.  The corporation may require any proposed nominee to furnish such
other information as it may reasonably require to determine the
eligibility of such proposed nominee to serve as a director of the
corporation.

               (3)  Only such business shall be conducted at a special
meeting of stockholders as shall have been brought before the meeting
pursuant to the corporation's notice of meeting.  Nominations of persons
for election to the Board of Directors may be made at a special meeting of
stockholders at which directors are to be elected pursuant to the
corporation's notice of meeting (a) by or at the direction of the Board of
Directors or (b) provided that the Board of Directors has determined that
directors shall be elected at such meeting, by any stockholder of the
corporation who is a stockholder of record at the time the notice provided
for in this Section 9(3) is delivered to the Secretary of the corporation,
who is entitled to vote at the meeting and upon such election and who
complies with the notice procedures set forth in this Section 9(3).  In
the event the corporation calls a special meeting of stockholders for the
purpose of electing one or more directors to the Board of Directors, any
such stockholder entitled to vote in such election of directors may
nominate a person or persons (as the case may be) for election to such
position(s) as specified in the corporation's notice of meeting, if the
stockholder's notice required by Section 9(2) shall be delivered to the
Secretary at the principal executive offices of the corporation not later
than the close of business on the 60th day nor earlier than the close of
business on the 90th day prior to such special meeting or the 10th day
following the day on which public announcement is first made of the date
of the special meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting.  In no event shall the public
announcement of an adjournment or postponement of a special meeting
commence a new time period (or extend any time period) for the giving of a
stockholder's notice as described above.

               (4)  (a)   Only such persons who are nominated in
accordance with the procedures set forth in this Section 9 shall be
eligible to be elected at an annual or special meeting of stockholders of
the corporation to serve as directors and only such business shall be
conducted at an annual meeting of stockholders as shall have been brought
before the meeting in accordance with the procedures set forth in this
Section 9.   Except as otherwise provided by law, the chairman of the
meeting shall have the power and duty (A) to determine whether a
nomination or any business proposed to be brought before the meeting was
made or proposed, as the case may be, in accordance with the procedures
set forth in this Section 9 (including whether the stockholder or
beneficial owner, if any, on whose behalf the nomination or proposal is
made solicited (or is part of a group which solicited) or did not so
solicit, as the case may be, proxies in support of such stockholder's
nominee or proposal in compliance with such stockholder's representation
as required by clause (2)(c)(iv) of this Section 9) and (b) if any
proposed nomination or business was not made or proposed in compliance
with this Section 9, to declare that such nomination shall be disregarded
or that such proposed business shall not be transacted.  Notwithstanding
the foregoing provisions of this Section 9, if the stockholder (or a
qualified representative of the stockholder) does not appear at the annual
or special meeting of stockholders of the corporation to present a
nomination or business, such nomination shall be disregarded and such
proposed business shall not be transacted, notwithstanding that proxies in
respect of such vote may have been received by the corporation.

                    (b)  For purposes of this Section 9, "public
announcement" shall include disclosure in a press release reported by the
Dow Jones News Service, Associated Press or comparable national news
service or in a document publicly filed by the corporation with the
Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of
the Exchange Act.

                    (c)  Notwithstanding the foregoing provisions of this
Section 9, a stockholder shall also comply with all applicable
requirements of the Exchange Act and the rules and regulations thereunder
with respect to the matters set forth in this Section 9.  Nothing in this
Section 9 shall be deemed to affect any rights (a) of stockholders to
request inclusion of proposals in the corporation's proxy statement
pursuant to Rule 14a-8 under the Exchange Act or (b) of the holders of any
series of preferred stock of the corporation to elect directors pursuant
to any applicable provisions of the Certificate of Incorporation.

          Section 10.  MAINTENANCE AND INSPECTION OF STOCKHOLDER LIST.
The officer who has charge of the stock ledger of the corporation shall
prepare and make, at least ten days before every meeting of stockholders,
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 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
also be produced and kept at the time and place of the meeting during the
whole time thereof, and may be inspected by any stockholder who is
present.  Except as otherwise provided by law, the stock ledger shall be
the only evidence as to who are the stockholders entitled to examine the
stock ledger, the list of stockholders or the books of the corporation, or
to vote in person or by proxy at any meeting of the stockholders.

                                ARTICLE III

                                 DIRECTORS

          Section 1.  THE NUMBER OF DIRECTORS.  Unless otherwise provided
by law or the Certificate of Incorporation, the number of directors which
shall constitute the whole Board of Directors shall be not less than three
nor more than eleven directors, the exact number of directors to be
determined from time to time solely by resolution adopted by the
affirmative vote of a majority of the directors.  The directors need not
be stockholders.   Unless otherwise provided by law or the Certificate of
Incorporation, the directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article, and each
director elected shall hold office until his successor is elected and
qualified or until such director's earlier death, resignation,
disqualification, or removal.  Unless otherwise provided by law or the
Certificate of Incorporation, no director (other than directors elected by
one or more series of preferred stock of the Corporation) may be removed
from office by the stockholders except for cause and, in addition to any
other vote required by law, upon the affirmative vote of not less than 66
2/3% of the total voting power of all outstanding securities of the
corporation then entitled to vote generally in the election of directors,
voting together as a single class.

          Section 2.  VACANCIES.  Unless otherwise provided by law or the
Certificate of Incorporation, vacancies on the Board of Directors by
reason of death, resignation, retirement, disqualification, removal from
office, or otherwise, and newly created directorships resulting from any
increase in the authorized number of directors (other than directors
elected by one or more series of preferred stock of the corporation) may
be filled solely by a majority of the directors then in office, although
less than a quorum, or by a sole remaining director.  The directors so
chosen shall hold office until expiration of the term of office of the
director he has replaced or until their successors are duly elected and
shall qualify, unless sooner displaced.  If there are no directors in
office, then an election of directors may be held in the manner provided
by law.

          Section 3.  POWERS.  The property and business of the
corporation shall be managed by or under the direction of its Board of
Directors.  In addition to the powers and authorities by these Bylaws
expressly conferred upon them, the Board may exercise all such powers of
the corporation and do all such lawful acts and things as are not by law
or by the Certificate of Incorporation or by these Bylaws directed or
required to be exercised or done by the stockholders.

          Section 4.  PLACE OF DIRECTORS' MEETINGS.  The directors may
hold their meetings and have one or more offices, and keep the books of
the corporation outside of the State of Delaware.

          Section 5.  REGULAR MEETINGS.  Regular meetings of the Board of
Directors may be held with or without notice at such time and place as
shall from time to time be determined by the Board of Directors.

          Section 6.  SPECIAL MEETINGS.  Special meetings of the Board of
Directors may be called by the Chairman of the Board or the President on
forty-eight hours' notice to each director; special meetings shall be
called by the President or the Secretary in like manner and on like notice
on the written request of at least two directors unless the Board consists
of only one director, in which case special meetings shall be called by
the President or Secretary in like manner or on like notice on the written
request of the sole director.

          Section 7.  QUORUM.  At all meetings of the Board of Directors a
majority of the authorized number of directors shall be necessary and
sufficient to constitute a quorum for the transaction of business, and the
vote of a majority of the directors present at any meeting at which there
is a quorum, shall be the act of the Board of Directors, except as may be
otherwise specifically provided by law, by the Certificate of
Incorporation or by these Bylaws.  If a quorum shall not be present at any
meeting of the Board of Directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.  If only one
director is authorized, such sole director shall constitute a quorum.

          Section 8.  ACTION WITHOUT MEETING.  Unless otherwise restricted
by the Certificate of Incorporation or these Bylaws, any action required
or permitted to be taken at any meeting of the Board of Directors or of
any committee thereof may be taken without a meeting, if all members of
the Board or committee, as the case may be, consent thereto in writing,
and the writing or writings are filed with the minutes of proceedings of
the Board of Directors or committee.

          Section 9.  TELEPHONIC MEETINGS.  Unless otherwise restricted by
the Certificate of Incorporation or these Bylaws, members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting of the Board of Directors, or any committee, by
means of conference telephone or similar communications equipment by means
of which all persons participating in the meeting can hear each other, and
such participation in a meeting shall constitute presence in person at
such meeting.

          Section 10.  COMMITTEES OF DIRECTORS.  The Board of Directors
may, by resolution passed by a majority of the whole Board, designate one
or more committees, each such committee to consist of one or more of the
directors of the corporation.  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 thereof present at any meeting and not disqualified from voting,
whether or not he 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 such absent or disqualified member.  Any such committee, to
the extent permitted by law and to the extent provided in the resolution
of the Board of Directors, 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, and may authorize the seal of the corporation
to be affixed to all papers which may require it.

          Section 11.  MINUTES OF COMMITTEE MEETINGS.  Each committee
shall keep regular minutes of its meetings and report the same to the
Board of Directors when required.

          Section 12.  COMPENSATION OF DIRECTORS.  Unless otherwise
restricted by the Certificate of Incorporation or these Bylaws, the Board
of Directors shall have the authority to fix the compensation of
directors.  The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a
fixed sum for attendance at each meeting of the Board of Directors or a
stated salary as director. No such payment shall preclude any director
from serving the corporation in any other capacity and receiving
compensation therefor.  Members of special or standing committees may be
allowed like compensation for attending committee meetings.

                                ARTICLE IV

                                 OFFICERS

          Section 1.  OFFICERS.  The officers of this corporation shall be
elected by the Board of Directors and shall include a Chairman of the
Board of Directors or a President, or both, and a Secretary.  The
corporation may also have, at the discretion of the Board of Directors,
such other officers as are desired, including a Vice-Chairman of the Board
of Directors, a Chief Executive Officer, a Chief Financial Officer, one or
more Vice Presidents, one or more Assistant Secretaries and Assistant
Treasurers, and such other officers as may be elected in accordance with
the provisions of Section 2 of this ARTICLE IV.  In the event there are
two or more Vice Presidents, then one or more may be designated as
Executive Vice President, Senior Vice President, or other similar or
dissimilar title.  At the time of the election of officers, the directors
may by resolution determine the order of their rank.  Any number of
offices may be held by the same person, unless the Certificate of
Incorporation or these Bylaws otherwise provide.

          Section 2.  ELECTION OF OFFICERS.  The Board of Directors, at
its first meeting after each annual meeting of stockholders, shall choose
the officers of the corporation.

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

          Section 4.  COMPENSATION OF OFFICERS.  The salaries of all
officers and agents of the corporation shall be fixed by the Board of
Directors.

          Section 5.  TERM OF OFFICE; REMOVAL AND VACANCIES.  The officers
of the corporation shall hold office until their successors are elected
and qualified or until their earlier resignation or removal.   Any officer
may resign at any time upon written notice to the corporation.  Any
officer elected by the Board of Directors may be removed at any time with
or without cause by the affirmative vote of a majority of the Board of
Directors, but such removal shall be without prejudice to the contractual
rights of such officer, if any, with the corporation.  If the office of
any officer or officers becomes vacant for any reason, the vacancy shall
be filled by the Board of Directors.

          Section 6.  POWERS AND DUTIES OF OFFICERS.  The officers of the
corporation shall have such powers and duties in the management of the
corporation as may be prescribed in a resolution by the Board of Directors
and, to the extent not so provided, as generally pertain to their
respective offices, subject to the control of the Board of Directors.  The
Board of Directors may require any officer, agent or employee to give
security for the faithful performance of his duties.

                                 ARTICLE V

                  INDEMNIFICATION OF EMPLOYEES AND AGENTS

          The corporation may indemnify every person who was or is a party
or is or was threatened to be made a party to any action, suit, or
proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was an employee or agent of the
corporation or, while an employee or agent of the corporation, is or was
serving at the request of the corporation as an employee or agent or
trustee of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, against expenses (including
counsel fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by him in connection with such action, suit or
proceeding, to the extent permitted by applicable law.

                                ARTICLE VI

                           CERTIFICATES OF STOCK

          Section 1.  CERTIFICATES.  Every holder of stock of the
corporation shall be entitled to have a certificate signed by, or in the
name of the corporation by, the Chairman or Vice Chairman of the Board of
Directors, if any, or the President or a Vice President, and by the
Secretary or an Assistant Secretary, if any, or the Chief Financial
Officer or an Assistant Treasurer of the corporation, certifying the
number of shares represented by the certificate owned by such stockholder
in the corporation.

          Section 2.  SIGNATURES ON CERTIFICATES.  Any or all of the
signatures on the 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 were such officer,
transfer agent, or registrar at the date of issue.

          Section 3.  LOST CERTIFICATES.  The corporation may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been
lost, stolen or destroyed.  When authorizing such issue of a new
certificate or certificates, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of
such lost, stolen or destroyed certificate or certificates, or his legal
representative, to give the corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost,
stolen or destroyed.

                                ARTICLE VII

                            GENERAL PROVISIONS

          Section 1.  CHECKS.  All checks or demands for money and notes
of the corporation shall be signed by such officer or officers as the
Board of Directors may from time to time designate.

          Section 2.  FISCAL YEAR.  The fiscal year of the corporation
shall be fixed by resolution of the Board of Directors.

          Section 3.  CORPORATE SEAL.  The corporate seal shall have
inscribed thereon the name of the corporation, and shall be in such form
as may be approved from time to time by the Board of Directors.

          Section 4.  MANNER OF GIVING NOTICE.  Whenever, under the
provisions of the statutes or of the Certificate of Incorporation or of
these Bylaws, notice is required to be given to any director or
stockholder, it shall not be construed to mean personal notice, but such
notice may be given in writing, by mail, addressed to such director or
stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed
to be given at the time when the same shall be deposited in the United
States mail.  Notice to directors may also be given by telegram,
telecopier or other means of communication permitted by law.

          Section 5.  WAIVER OF NOTICE.  Whenever any notice is required
to be given under the law or of the Certificate of Incorporation or of
these Bylaws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein,
shall be deemed equivalent thereto.  Attendance of a person at a meeting
shall constitute a waiver of notice of such meeting, except when the
person 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.  Neither the business to be
transacted at nor the purpose of any regular or special meeting of the
stockholders, directors, or members of a committee of directors need be
specified in any written waiver of notice.

                               ARTICLE VIII

                                AMENDMENTS

          Section 1.  AMENDMENT BY DIRECTORS OR STOCKHOLDERS.  These
Bylaws may be altered, amended or repealed or new Bylaws may be adopted by
the stockholders or by the Board of Directors in accordance with the terms
of the Certificate of Incorporation.  If the power to adopt, amend or
repeal Bylaws is conferred upon the Board of Directors by the Certificate
of Incorporation it shall not divest or limit the power of the
stockholders to adopt, amend or repeal Bylaws.