<PAGE>
                                                         AS AMENDED THROUGH
                                                             March 16, 1998

                                EXHIBIT 3.2

                                  BYLAWS

                                    OF

                   DAKOTA TELECOMMUNICATIONS GROUP, INC.


                                 ARTICLE I

                                  OFFICES

          SECTION 1.     REGISTERED OFFICE.   The registered office of the
corporation shall be in the City of Wilmington, County of New Castle, State
of Delaware.

          SECTION 2.     OTHER OFFICES.   The corporation may have offices
at such 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.     TIMES AND PLACES OF MEETINGS.  All meetings of the
stockholders shall be held, except as otherwise provided by statute, the
Certificate of Incorporation or these Bylaws, at such time and place as may
be fixed from time to time by the Board of Directors.  Meetings of
stockholders may be held within or without the State of Delaware as shall
be stated in the notice of the meeting or in a duly executed waiver of
notice thereof.

          SECTION 2.     ANNUAL MEETINGS.  Annual meetings of the
stockholders shall be held each year at such time and on such day as may be
designated by the Board of Directors.  Annual meetings shall be held to
elect, by a plurality vote, successors to those members of the Board of
Directors whose terms expire at the meeting and to transact only such other
business as may be properly brought before the meeting in accordance with
these Bylaws.

          SECTION 3.     SPECIAL MEETINGS.  Special meetings of the
stockholders may be called by an executive officer whenever directed by the
Board of Directors.  Such request shall state the purpose of the proposed
meeting.

<PAGE>
          SECTION 4.     WRITTEN NOTICE.  Written notice of all meetings of
stockholders, stating the place, date and hour, and in the case of a
special meeting, the purpose or purposes thereof, shall be given to each
stockholder entitled to vote thereat, not less than 10 nor more than 60
days before the date fixed for the meeting.

          SECTION 5.     WAIVER OF NOTICE.   Whenever notice is required to
be given under the provisions of the statutes or of the Certificate of
Incorporation or by these Bylaws, a written waiver, signed by the person
entitled to notice, whether before or after the time stated therein, shall
be deemed equivalent to notice.  Attendance of a stockholder at a meeting
shall constitute a waiver of notice of such meeting, except when the
stockholder 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 need be specified in any written waiver of notice unless so
required by the Certificate of Incorporation or by these Bylaws.

          SECTION 6.     STOCKHOLDER LIST.  The officer who has charge of
the stock ledger of the corporation shall prepare and make, at least 10
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 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 the meeting, or, if
not so specified, at the place where the meeting is to be held.  The list
shall 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.

          SECTION 7.     QUORUM.  The holders of a majority of the stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business, except as otherwise provided
by statute or by the Certificate of Incorporation.  If, however, such
quorum shall not be present or represented at any meeting of the
stockholders, the officer of the corporation presiding as chairman of the
meeting shall have the power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall
be present or represented.  At such adjourned meetings 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.  Stock of the
corporation issuable to a former holder of common stock or capital credits of
Dakota Cooperative Telecommunications, Inc. shall not be considered to be
issued and outstanding stock for purposes of calculating a quorum unless and


                                      -2-
<PAGE>
until such former holder has properly executed and delivered to the corporation
transmittal materials in a form and condition reasonably acceptable to the
corporation. (As amended 3/16/98.)

          SECTION 8.     VOTE REQUIRED.  When a quorum is present at any
meeting, the vote of the holders of a majority of the stock having voting
power present in person or represented by proxy shall decide any question
brought before such meeting, unless the question is one upon which by
express provision of the statutes or of the Certificate of Incorporation a
different vote is required, in which case such express provision shall
govern and control the decision of such question.

          SECTION 9.     VOTING RIGHTS.  Except as otherwise provided by
the Certificate of Incorporation or the resolution or resolutions of the
Board of Directors creating any class of stock, each holder of issued and
outstanding shares of stock shall, at every meeting of stockholders, be entitled
to one vote in person or by proxy for each share of the issued and outstanding
stock having voting power held by such stockholder.  Stock of the corporation
issuable to the former holder of common stock or capital credits of Dakota
Cooperative Telecommunications, Inc. shall not be considered to be issued and
outstanding, and such a former holder shall not have the right to vote stock so
issuable as a stockholder, unless and until such former holder has properly
executed and delivered to the corporation transmittal materials in a form and
condition reasonably acceptable to the corporation. (As amended 3/16/98.)

          SECTION 10.    ACTION WITHOUT A MEETING.   Unless otherwise
provided in the Certificate of Incorporation, no action required or
permitted to be taken at any annual or special meeting of stockholders of
the corporation may be taken by written consents without a meeting.

          SECTION 11.    CONDUCT OF MEETINGS.  Meetings of stockholders
generally shall follow accepted rules of parliamentary procedure, subject
to the following:

          (a)  The chairman of the meeting shall have absolute
     authority over matters of procedure and there shall be no appeal
     from the ruling of the chairman.  If, in his or her absolute
     discretion, the chairman deems it advisable to dispense with the
     rules of parliamentary procedure as to any one meeting of
     stockholders or part thereof, the chairman shall so state and
     shall clearly state the rules under which the meeting or
     appropriate part thereof shall be conducted.

          (b)  If disorder should arise which, in the absolute
     discretion of the chairman, prevents the continuation of the
     legitimate business of the meeting, the chairman may quit the
     chair and announce the adjournment of the meeting; and upon his
     or her so doing, the meeting is immediately adjourned without the
     necessity of any vote or further action of the stockholders.

                                      -3-
<PAGE>
          (c)  The chairman may ask or require anyone not a bona fide
     stockholder of record on the record date, or a validly appointed
     proxy of such a stockholder, to leave the meeting.

          (d)  The chairman may introduce nominations, resolutions or
     motions submitted by the Board of Directors for consideration by
     the stockholders without a motion or second.  Except as the
     chairman shall direct, a resolution or motion not submitted by
     the Board of Directors shall be considered for vote only if
     proposed by a stockholder of record on the record date or a
     validly appointed proxy of such a stockholder and seconded by
     such a stockholder or proxy other than the individual who
     proposed the resolution or motion.

          SECTION 12.    INSPECTORS OF ELECTION.  The Board of Directors
or, if they shall not have so acted, the Chief Executive Officer shall
appoint, prior to any meeting of stockholders, one or more inspectors (who
may be directors and/or employees of the corporation) to act at the meeting
and make a written report thereof.  The corporation 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 his or her duties, shall take and sign an oath faithfully to
execute the duties of inspector with strict impartiality and according to
the best of the inspector's ability.


                                ARTICLE III

                                 DIRECTORS

          SECTION 1.     NUMBER AND TERM OF DIRECTORS.  The number of
directors which shall constitute the whole Board shall be not less than
three and shall be determined from time to time by resolution of the Board
of Directors as provided in the Certificate of Incorporation.  The
directors, other than those who may be elected by the holders of any class
or series of stock having a preference over Common Stock as to dividends or
upon liquidation, shall be divided into three classes, as nearly equal in
number as possible, with the term of office of one class expiring each
year.  At each annual meeting of the stockholders, the successors of the
class of directors whose term expires at that meeting shall be elected to
hold office for a term expiring at the annual meeting of stockholders held
in the third year following the year of their election.  Directors need not
be stockholders.

          SECTION 2.     POWERS.  The business of the corporation shall be
managed by its Board of Directors, which may exercise all such powers of


                                      -4-
<PAGE>
the corporation and do all such lawful acts and things as are not by
statute or by the Certificate of Incorporation or by these Bylaws directed
or required to be exercised or done by the stockholders.

          SECTION 3.     VACANCIES.  Vacancies and newly created
directorships resulting from any increase in the authorized number of
directors may be filled as provided in the Certificate of Incorporation.

          SECTION 4.     RESIGNATION AND REMOVAL.  Any director may resign
at any time as provided in the Certificate of Incorporation.  Any or all of
the directors may be removed, but only for cause, as provided in the
Certificate of Incorporation.

          SECTION 5.     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 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.

          SECTION 6.     PLACE OF MEETINGS.  The Board of Directors of the
corporation may hold meetings, both regular and special, either within or
without the State of Delaware.

          SECTION 7.     FIRST MEETING OF NEWLY ELECTED BOARD.  The first
meeting of each newly elected Board of Directors shall be held following
the annual meeting of stockholders and no notice of such meeting shall be
necessary to the newly elected directors legally to constitute the meeting,
provided a quorum shall be present.  In the event such meeting is not held
immediately following the annual meeting of stockholders, the meeting may
be held at such time and place as shall be specified in a notice given as
hereinafter provided for special meetings of the Board of Directors or as
shall be specified in a written waiver signed by all of the directors.

          SECTION 8.     REGULAR MEETINGS.  Regular meetings of the Board
of Directors may be held without notice at such time and at such place as
shall from time to time be determined by the Board.

          SECTION 9.     SPECIAL MEETINGS.  Special meetings of the Board
of Directors may be called by the Chairman, Chief Executive Officer or
Secretary or by any two directors on two days' notice to each director,
either personally, by mail, by telegram or by facsimile transmission.




                                      -5-
<PAGE>
          SECTION 10.    PURPOSE NEED NOT BE STATED.  Neither the business
to be transacted at nor the purpose of any regular or special meeting of
the Board of Directors need be specified in the notice of such meeting.

          SECTION 11.    QUORUM.  At all meetings of the Board of Directors
a majority of the directors shall constitute a quorum for the transaction
of business and the acts of a majority of the directors present at any
meeting at which there is a quorum shall be acts of the Board of Directors
except as may be otherwise specifically provided by statute or by the
Certificate of Incorporation.  If a quorum shall not be present at any
meeting of the Board of Directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

          SECTION 12.    ACTION WITHOUT A 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 a written
consent thereto is signed by all members of the Board or of such committee,
as the case may be, and such written consent is filed with the minutes of
the proceedings of the Board or committee.

          SECTION 13.    MEETING BY TELEPHONE OR SIMILAR EQUIPMENT.  The
Board of Directors or any committee designated by the Board of Directors
may participate in a meeting of such Board or committee by means of
conference telephone or similar communications equipment by means through
which all persons participating in the meeting can hear each other and
participation in a meeting pursuant to this section shall constitute
presence in person at such meeting.

          SECTION 14.    WRITTEN NOTICE.  Notices to directors shall be in
writing and delivered personally or mailed to the directors at their
addresses appearing on the books of the corporation.  Notice by mail shall
be deemed to be given at the time when the same shall be mailed.  Notice to
directors may also be given by telegram or by facsimile transmission, which
shall be deemed given at the time when the same shall be sent.

          SECTION 15.    WAIVER OF NOTICE.  Whenever notice is required to
be given under the provisions of the statutes or of the Certificate of
Incorporation or by these Bylaws, a written waiver, signed by the person
entitled to notice, whether before or after the time stated therein, shall
be deemed equivalent to notice.  Attendance of a director at a meeting
shall constitute a waiver of notice of such meeting, except when 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.  Neither the business to be transacted at, nor
the purpose of, any regular or special meeting of the directors or members
of a committee of directors need be specified in any written waiver of
notice unless so required by the Certificate of Incorporation or by these
Bylaws.
                                      -6-
<PAGE>
          SECTION 16.    AGE LIMITATION.  No person shall be appointed or
nominated for election or reelection to the Board of Directors after that
person has attained the age of 70.  Any person serving as a director of the
corporation at the time he or she attains the age of 70 shall continue to
serve out his or her then remaining term.  Notwithstanding the foregoing,
this Section 16 shall not apply to persons serving as directors of the
corporation on the date this Section 16 becomes effective.  (As amended
1/27/98.)

          SECTION 17.    LIMITATION ON INSIDE/EMPLOYEE DIRECTORS.  The
maximum number of directors of the corporation who are also active
employees of the corporation or any subsidiary or affiliate of the
corporation shall be two (2).  (As amended 1/27/98.)


                                ARTICLE IV

                          COMMITTEES OF DIRECTORS

          SECTION 1.  EXECUTIVE COMMITTEE.  The Board of Directors, by
resolution adopted by a majority of the directors present at any meeting at
which there is a quorum, may appoint an Executive Committee whose
membership shall consist of two or more members of the Board of Directors
as it may deem advisable from time to time to serve at the pleasure of the
Board.  The Board of Directors may also appoint directors to serve as
alternates for members of the committee in the absence or disability of
regular members.  The Board of Directors may fill any vacancies as they
occur.  The Executive Committee shall have and may exercise the powers of
the Board of Directors in the management of the business affairs and
property of the corporation during the intervals between meetings of the
Board of Directors, subject to law and to such limitations and controls as
the Board of Directors may impose from time to time.

          SECTION 2.  AUDIT COMMITTEE.  The Audit Committee, if there be
one, shall cause a suitable examination of the financial records and
operations of the corporation and its subsidiaries to be made by the
internal auditor of the corporation.  The Audit Committee shall also
recommend to the Board of Directors the employment of independent certified
public accountants to examine the financial statements of the corporation
and its subsidiaries, review examination reports of the corporation and its
subsidiaries prepared by regulatory authorities and report to the Board of
Directors at least once each calendar year.

          SECTION 3.  COMPENSATION COMMITTEE.  The Compensation Committee,
if there be one, shall review the personnel policies, plans and programs of
the corporation, including individual salaries of executive officers, and
submit recommendations to the Board of Directors.  The Compensation
Committee shall also review the administration and results of operation of


                                      -7-
<PAGE>
the corporation's pension plans, confer with and receive reports from the
actuaries and investment managers of the pension plans, make
recommendations related to such plans and review all material pension plan
changes.  The Compensation Committee shall also recommend to the Board of
Directors the retainer and attendance fee for nonemployee directors.

          SECTION 4.  NOMINATING COMMITTEE.  The Nominating Committee, if
there be one, shall develop and recommend to the Board of Directors
criteria for the selection of candidates for directors, seek out and
receive suggestions concerning possible candidates, review and evaluate the
qualifications of possible candidates and recommend to the Board candidates
for vacancies occurring from time to time and for the slate of directors to
be proposed on behalf of the Board of Directors at the annual meeting of
stockholders.  The Nominating Committee will consider nominees recommended
by the stockholders as properly submitted to the Secretary of the
corporation.

          SECTION 5.     OTHER COMMITTEES.  The Board of Directors may
designate such other committees as it may deem appropriate and such
committees shall exercise the authority delegated to them.

          SECTION 6.     COMMITTEE MEETINGS.  Each committee provided for
above shall meet as often as its business may require and may fix a day and
time each week or at other intervals for regular meetings, notice of which
shall not be required.  Whenever the day fixed for a meeting shall fall on
a holiday, the meeting shall be held on the business day following or on
such other day as the committee may determine.  Special meetings of the
committees may be called by the chairman of the committee or any two
members other than the chairman and notice thereof may be given to the
members by telephone, telegram, letter or facsimile transmission.  A
majority of its members shall constitute a quorum for the transaction of
the business of any committee.  A record of the proceedings of each
committee shall be kept and presented to the Board of Directors.

          SECTION 7.     SUBSTITUTES.  In the absence or disqualification
of a member of a committee, the members thereof present at a meeting and
not disqualified from voting, whether or not they constitute a quorum, may
unanimously appoint another member of the Board to act at a meeting in
place of such absent or disqualified member.


                                 ARTICLE V

                                 OFFICERS

          SECTION 1.

          (a)  CENTRAL STAFF.  The officers of the corporation shall
     be chosen by the Board of Directors at its first meeting after

                                      -8-
<PAGE>
     the annual meeting of stockholders, or as soon as practicable
     after the annual election of directors in each year, and shall
     include a Chairman of the Board, a President, a Secretary and a
     Treasurer.  The Board of Directors may also appoint one or more
     Vice Presidents, one or more Assistant Secretaries and Assistant
     Treasurers, and such other officers as the Board may deem
     necessary. The Chairman of the Board and President shall be
     chosen from among the directors, but no other officer need be a
     director.  Either the Chairman of the Board or the President
     shall also be designated as the Chief Executive Officer.  Any two
     of the above offices, except those of the President and Vice
     President, may be held by the same person.

          (b)  DIVISIONAL OFFICERS.  The Board of Directors or the
     Chief Executive Officer may, as they shall deem necessary,
     designate certain individuals as divisional officers.  Any titles
     so given to divisional officers may be withdrawn at any time with
     or without cause by the Board of Directors or the Chief Executive
     Officer.

          SECTION 2.     TERM OF OFFICE.   Each officer shall hold office
at the pleasure of the Board.  The Board of Directors may remove any
officer for cause or without cause.  Any officer may resign his or her
office at any time, such resignation to take effect upon receipt of written
notice thereof by the corporation unless otherwise specified in the
resignation.  If the office of any officer becomes vacant for any reason,
the vacancy may be filled by the Board.

          SECTION 3.     CHAIRMAN OF THE BOARD.  The Chairman of the Board
shall, when present, preside at all meetings of the stockholders and at all
meetings of the Board of Directors, and shall have such other duties and
powers as may be imposed or given by the Board of Directors.  In the case
of absence or inability to act of the President or Chief Executive Officer,
the Chairman of the Board shall exercise all of the duties and
responsibilities of such officer until the Board of Directors shall
otherwise direct.

          SECTION 4.     PRESIDENT.  The President shall, subject to the
direction of the Board of Directors, see that all orders and resolutions of
the Board of Directors are carried into effect and shall perform all other
duties necessary or appropriate to the President's office, subject,
however, to  his right (unless otherwise limited by the Board of Directors)
and the right of the directors to delegate any specific powers to any other
officer or officers of the corporation.  In the case of absence or
inability to act of the Chairman of the Board or the Chief Executive
Officer, the President shall exercise all of the duties and
responsibilities of such officer until the Board of Directors shall
otherwise direct.


                                      -9-
<PAGE>
          SECTION 5.     CHIEF EXECUTIVE OFFICER.  The Chief Executive
Officer, in addition to his duties as Chairman of the Board or President,
as the case may be, shall have final authority, subject to the control of
the Board of Directors, over the general policy and business of the
corporation and shall have the general control and management of the
business and affairs of the corporation.  The Chief Executive Officer shall
have the power, subject to the control of the Board of Directors, to
appoint, suspend or discharge and to prescribe the duties and to fix the
compensation of such agents and employees of the corporation, other than
the officers appointed by the Board, as he or she may deem necessary.

          SECTION 6.     CHIEF FINANCIAL OFFICER.  The Chief Financial
Officer shall, subject only to the control of the Board of Directors, have
general charge, control and supervision over the financial policy and
administration of the corporation and shall have such other duties and
powers as may be imposed or given by the Board of Directors.  The Chief
Financial Officer shall report only and directly to the Board of Directors.

          SECTION 7.     CHIEF OPERATING OFFICER.  There may be elected a
Chief Operating Officer who shall, if elected, have general charge, control
and supervision over the administration and operations of the corporation
and shall have such other duties and powers as may be imposed or given by
the Board of Directors.  If no Chief Operating Officer is elected, the
duties and powers of the Chief Operating Officer shall be performed by the
Chief Executive Officer.

          SECTION 8.     VICE PRESIDENTS.  The Vice President or Vice
Presidents shall perform such duties and have such powers as the Chief
Executive Officer or the Board of Directors may from time to time
prescribe.  The Board of Directors may at its discretion designate one or
more of the Vice Presidents to be an Executive Vice President or Senior
Vice President.  Any Vice President so designated shall have such duties
and responsibilities as the Board shall prescribe.

          SECTION 9.     SECRETARY.  The Secretary shall attend all
meetings of the stockholders, and of the Board of Directors and the
Executive Committee, and shall preserve in the books of the corporation
true minutes of the proceedings of all such meetings.  The Secretary shall
safely keep in his or her custody the seal of the corporation, if any, and
shall have authority to affix the same to all instruments where its use is
required or appropriate.  The Secretary shall give all notices required or
appropriate pursuant to statute, the Certificate of Incorporation, Bylaws
or resolution.  The Secretary shall perform such other duties as may be
delegated by the Board of Directors or by the Executive Committee.

          SECTION 10.    TREASURER.  The Treasurer, who shall also be the
Chief Financial Officer, shall have custody of all corporate funds and
securities and shall keep in books belonging to the corporation full and


                                      -10-
<PAGE>
accurate accounts of all receipts and disbursements.  The Treasurer shall
deposit all moneys, securities and other valuable effects in the name of
the corporation in depositories as may be designated for that purpose by
the Board of Directors.  The Treasurer shall disburse the funds of the
corporation as may be ordered by the Board of Directors, taking proper
vouchers for such disbursements, and shall render to the Chief Executive
Officer and directors at the regular meetings of the Board, and whenever
requested by them, an account of all his or her transactions as Treasurer
and of the financial condition of the corporation.  If required by the
Board of Directors, the Treasurer shall deliver to the Chief Executive
Officer of the corporation and keep in force a bond in form, amount and
with a surety or sureties satisfactory to the Board of Directors,
conditioned for faithful performance of the duties of his or her office,
and for restoration to the corporation in case of his or her death,
resignation, retirement or removal from office, of all books, papers,
vouchers, money and property of whatever kind in his or her possession or
under his or her control belonging to the corporation.

          SECTION 11.    ASSISTANT SECRETARY AND ASSISTANT TREASURER.
There may be elected an Assistant Secretary and Assistant Treasurer who
shall, in the absence, disability or nonfeasance of the Secretary or
Treasurer, perform the duties and exercise the powers of such persons,
respectively.

          SECTION 12.    OTHER OFFICERS.  All other officers, as may from
time to time be appointed by the Board of Directors, shall perform such
duties and exercise such authority as the Board of Directors shall
prescribe. All divisional officers, as may from time to time be appointed
by the Board of Directors or the Chief Executive Officer, shall perform
such duties and exercise such authority as the Board of Directors or the
Chief Executive Officer shall prescribe.


                                ARTICLE VI

                              INDEMNIFICATION

          SECTION 1.     INDEMNIFICATION OTHER THAN IN ACTIONS BY OR IN THE
RIGHT OF THE CORPORATION.  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 the person is or was a director, or executive
officer of the corporation or, is or was a director or executive officer of
the corporation and is or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation, partnership,
limited liability company, joint venture, trust or other enterprise,
whether for profit or not, shall be indemnified by the corporation against


                                      -11-
<PAGE>
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by the person in connection
with such action, suit or proceeding if he or she acted in good faith and
in a manner he or she 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 such 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 or she reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, that the person had
reasonable cause to believe that such conduct was unlawful.  Persons who
are not directors or executive officers of the corporation may be similarly
indemnified in respect of such service to the extent authorized at any time
by the Board of Directors, except as otherwise provided by law.

          SECTION 2.     INDEMNIFICATION IN ACTIONS BY OR IN THE RIGHT OF
THE CORPORATION.  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 the person is or was a director or executive
officer of the corporation, or is or was a director or executive officer of
the corporation and is or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation, partnership,
limited liability company, joint venture, trust or other enterprise,
whether for profit or not, shall be indemnified by the corporation against
expenses (including attorneys' fees) actually and reasonably incurred by
the person in connection with the defense or settlement of such action or
suit if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation.
Indemnification shall not be made for a claim, issue or matter in which the
person shall have been adjudged to be liable to the corporation unless and
only to the extent that the Court of Chancery of the State of Delaware or
the court in which such action or suit was brought 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 the Court of Chancery of the
State of Delaware or such other court shall deem proper.  Persons who are
not directors or executive officers of a corporation may be similarly
identified in respect of such service to the extent authorized at any time
by the Board of Directors, except as otherwise provided by law.

          SECTION 3.     EXPENSES.  To the extent that a director, officer
or other person whose indemnification is authorized by the Board of
Directors, has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Section 1 or 2 of this Article,
or in defense of any claim, issue or matter therein, he or she shall be
indemnified against all expenses (including attorneys fees) actually and
reasonably incurred by him or her in connection therewith.
                                      -12-
<PAGE>
          SECTION 4.     DETERMINATION OF RIGHT OF INDEMNIFICATION.  Any
indemnification under Section 1 or 2 of this Article (unless ordered by a
court) shall be made by the corporation only as authorized in the specific
case upon a determination that indemnification is proper in the
circumstances because the person has met the applicable standard of conduct
set forth in Sections 1 and 2.  Such determination shall be made (a) by a
majority vote of the directors who are not parties to such action, suit or
proceeding, even though less than a quorum, or (b) if there are no such
directors, or if such directors so direct, by independent legal counsel
(who may be the regular counsel of the corporation) in a written opinion,
or (c) by the stockholders.

          SECTION 5.     ADVANCEMENT OF EXPENSES.  Expenses incurred in
defending a civil or criminal action, suit or proceeding described in
Sections 1 or 2 of this Article shall 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 manner provided in Section 4 upon receipt
of an undertaking by or on behalf of the director, officer, employee or
agent to repay such amount unless it shall ultimately be determined that he
or she is not entitled to be indemnified by the corporation as authorized
in this section.

          SECTION 6.     INDEMNIFICATION HEREUNDER NOT EXCLUSIVE.  The
indemnification and advancement of expenses provided by this Article shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under the
Certificate of Incorporation, any Bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise, both as to action in the person's
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 his or her
heirs, executors and administrators.

          SECTION 7.     INSURANCE.  The corporation may purchase and
maintain insurance on behalf of any person who is or was a director,
officer, employee or agent 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, limited liability company, joint venture,
trust or other enterprise against any liability asserted against him or her
and incurred by him or her in any such capacity, or arising out of his or
her status as such, whether or not the corporation would have the power to
indemnify him or her against such liability under the provisions of this
Article.

          SECTION 8.     MERGERS.  For the purposes of this Article,
references to the "corporation" include all constituent corporations
absorbed in a consolidation or merger, as well as the resulting or
surviving corporation, so that any person who is or was a director,


                                      -13-
<PAGE>
officer, employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, limited
liability company, joint venture, trust or other enterprise, whether for
profit or not, shall stand in the same position under the provisions of
this Article with respect to the resulting or surviving corporation if he
or she had served the resulting or surviving corporation in the same
capacity.


                                ARTICLE VII

                               SUBSIDIARIES

          SECTION 1.     SUBSIDIARIES.  The Board of Directors, the Chief
Executive Officer or any executive officer designated by the Board of
Directors may vote the shares of stock owned by the corporation in any
subsidiary, whether wholly or partly owned by the corporation, in such
manner as they may deem in the best interests of the corporation,
including, without limitation, for the election of directors of any
subsidiary corporation, for any amendments to the charter or bylaws of any
such subsidiary corporation or for the liquidation, merger or sale of
assets of any such subsidiary corporation.  The Board of Directors, the
Chief Executive Officer or any executive officer designated by the Board of
Directors may cause to be elected to the Board of Directors of any such
subsidiary corporation such persons as they shall designate, any of whom
may, but need not be, directors, executive officers or other employees or
agents of the corporation.  The Board of Directors, the Chief Executive
Officer or any executive officer designated by the Board of Directors may
instruct the directors of any such subsidiary corporation as to the manner
in which they are to vote upon any issue properly coming before them as the
directors of such subsidiary corporation and such directors shall have no
liability to the corporation as the result of any action taken in
accordance with such instructions.

          SECTION 2.     SUBSIDIARY OFFICERS NOT EXECUTIVE OFFICERS.  The
officers of any subsidiary corporation shall not, by virtue of holding such
title and position, be deemed to be officers of the corporation, nor shall
any such officer of a subsidiary corporation, unless such officer shall
also be a director or officer of the corporation, be entitled to have
access to any files, records or other information relating or pertaining to
the corporation, its business and finances or to attend or receive the
minutes of any meetings of the Board of Directors or any committee of the
corporation, except as and to the extent expressly authorized and permitted
by the Board of Directors or the Chief Executive Officer.





                                      -14-
<PAGE>
                               ARTICLE VIII

                           CERTIFICATES OF STOCK

          SECTION 1.     FORM.  Every holder of stock in the corporation
shall be entitled to have a certificate, signed by, or in the name of the
corporation by, the Chief Executive Officer, President or a Vice President
and the Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary of the corporation, certifying the number of shares
owned by such stockholder in the corporation.

          SECTION 2.     FACSIMILE SIGNATURE.  Where a certificate is
signed (a) by a transfer agent or an assistant transfer agent, or (b) by a
transfer clerk acting on behalf of the corporation and a registrar, the
signature of any such Chief Executive Officer, President, Vice President,
Treasurer, Assistant Treasurer, Secretary or Assistant Secretary 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 the person were such officer, transfer agent or registrar
at the date of issue.

          SECTION 3.     LOST CERTIFICATES.  The Board of Directors may
direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the corporation alleged
to have been lost or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost 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 or destroyed certificate or certificates, or the person's 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 or destroyed.

          SECTION 4.     TRANSFERS OF STOCK.  Upon surrender to the
corporation or the transfer agent of the corporation of a certificate for
shares duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled thereto,
cancel the old certificate and record the transaction upon its books.

          SECTION 5.     FIXING OF RECORD DATE BY BOARD.  For the purpose
of determining the stockholders entitled to notice of or to vote at any
meeting of stockholders, or any adjournment thereof, or to express consent
to or dissent from any corporate action in writing without a meeting, or
for the purpose of determining stockholders entitled to receive payments of


                                      -15-
<PAGE>
any dividend or the distribution or allotment of any rights or evidences of
interests arising out of any change, conversion or exchange of capital
stock, or for the purpose of any other action, the Board of Directors may
fix, in advance, a date as the record date for any such determination of
stockholders.  Such date shall not be more than 60 days nor less than 10
days before the date of any such meeting, nor more than 60 days prior to
effectuation of any other action proposed to be taken.  Only stockholders
of record on a record date so fixed shall be entitled to notice of and to
vote at such meeting or to receive payment of any dividend or the
distribution or allotment of any rights or evidences of interests arising
out of any change, conversion or exchange of capital stock.

          SECTION 6.     ADJOURNMENTS.  When a determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders has been made as provided in this Article, the determination
applies to any adjournment of the meeting, unless the Board fixes a new
record date for the adjourned meeting.

          SECTION 7.     REGISTERED STOCKHOLDERS.  The corporation shall be
entitled to recognize the exclusive rights of a person registered on its
books as the owner of shares to receive dividends and to vote as such owner
and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether
or not it shall have express or other notice thereof, except as otherwise
provided by the laws of Delaware.


                                ARTICLE IX

                            GENERAL PROVISIONS

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

          SECTION 2.     RESERVES.  Before payment of any dividends, there
may be set aside out of any funds of the corporation available for
dividends such sum or sums as the directors from time to time, in their
absolute discretion, think proper as a reserve or reserves to meet
contingencies, for equalizing dividends, for repairing or maintaining any
property of the corporation or for such other purpose as the directors
shall think conducive to the interests of the corporation and the directors
may modify or abolish any such reserve in the manner in which it was
created.



                                      -16-
<PAGE>
          SECTION 3.     CHECKS.  All checks or demands for money and notes
of the corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time to time
designate.

          SECTION 4.     FISCAL YEAR.  The fiscal year of the corporation
shall be fixed by resolution of the Board of Directors.

          SECTION 5.     SEAL.  The corporate seal, if any, shall have
inscribed thereon the name of the corporation, and the words "Corporate
Seal, Delaware."  The seal may be used by causing it or a facsimile thereof
to be impressed, affixed, reproduced or otherwise.


                                 ARTICLE X

                                AMENDMENTS

          Subject to any provisions of the Certificate of Incorporation,
these Bylaws may be amended, altered, changed or repealed at any regular or
special meeting of the Board of Directors.  Subject to any revisions of the
Certificate of Incorporation, these Bylaws may also be amended, altered,
changed or repealed at any regular or special meeting of stockholders
provided that notice that amendment of the Bylaws is a purpose of the
meeting, and the proposed amendment has been provided to the stockholders
as required under these Bylaws and applicable law.


                                ARTICLE XI

                      ADVISORY AND EMERITUS DIRECTORS

          SECTION 1.     INVITATIONS TO NON-DIRECTORS TO ATTEND MEETINGS OF
BOARD OF DIRECTORS.  The President or Chairman of the Board may from time
to time invite one or more non-directors to attend meetings of the Board of
Directors for the purpose of (i) consulting with the officers and directors
of the corporation; and (ii) providing guidance (but not direction)
concerning the management and operation of the business of the corporation.

          SECTION 2.     DESIGNATION OF PERSONS AS ADVISORY OR EMERITUS
DIRECTORS.  To the extent that the Board of Directors desires one or more
persons to regularly attend meetings of the Board of Directors, the Board
of Directors may confer upon any such person the honorary title of
"Advisory Director" or, if such person previously served as a director of
the corporation, the title of "Director Emeritus."  Any person designated
as an Advisory Director or Director Emeritus may be invited to attend any
meeting of the Board of Directors of the corporation or any committee
meeting of the Board of Directors by the President or the Chairman of the
Board without further action by the Board of Directors.

                                      -17-
<PAGE>
          SECTION 3.     ROLE OF ADVISORY AND EMERITUS DIRECTORS.  The
business of the corporation shall remain solely under the direction of the
Board of Directors and any such person designated as Advisory Director or
Director Emeritus shall not by virtue of such designation or by virtue of
their willingness to provide consultation to the corporation be deemed to
have undertaken any duty to the corporation or its stockbrokers.

          SECTION 4.     INDEMNIFICATION.  An Advisory Director or Director
Emeritus shall enjoy limitations of liability to the maximum extent
permissible under law and shall also be entitled to the protection of
Article XIV  of the corporation's Certificate of Incorporation, Article VI
of the Bylaws of the corporation, and any other indemnification or
limitation of liability provisions that may exist from time to time with
respect to members of the Board of Directors, either in the Certificate of
Incorporation, Bylaws, minutes, agreements, or other documents of the
corporation or applicable law.

          SECTION 5.     COMPENSATION.  An Advisory Director or Director
Emeritus shall be compensated in such manner and in such amounts as the
Board of Directors may from time to time determine.

          SECTION 6.     TERMINATION OF STATUS AS ADVISORY OR EMERITUS
DIRECTOR.  Except as otherwise provided by agreement or resolution of the
Board of Directors, the Board of Directors may terminate the status as an
Advisory Director or Director Emeritus of any person so designated at any
time without any liability or obligation to such person whatsoever;
provided, however, that the obligation of the corporation to indemnify the
Advisory Director or Director Emeritus as provided in Section 4 above and
the obligation of the corporation to pay the Advisory Director or Director
Emeritus the full amount of compensation earned through the date of
termination as provided in Section 5 above shall continue notwithstanding
any such termination of status.

(Article XI as amended 1/27/98)















                                      -18-