B Y - L A W S

                                       OF

                                HFS INCORPORATED

                     (hereinafter called the "Corporation")

                    As amended and restated December 9, 1992
                      and as further amended June 14, 1994
                     and as further amended October 24, 1996
                   and as further amended as of April 30, 1997


                                    ARTICLE I

                                     OFFICES
     SECTION 1. OFFICES. The Corporation shall maintain its registered office in
the State of Delaware at 32 Loockerman Square, Suite L-100, Dover, 19901 and its
resident agent at such address is The Prentice-Hall Corporation System, Inc. The
Corporation  may also have offices in such other places in the United  States or
elsewhere as the Board of Directors  may,  from time to time,  appoint or as the
business of the Corporation may require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

     SECTION  1.  ANNUAL  MEETINGS.  Annual  meetings  of  stockholders  for the
election of directors  and for such other  business as may properly be conducted
at such meeting shall be held at such place, either within or
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     without  the State of  Delaware,  and at such time and date as the Board of
Directors  shall  determine  by  resolution  and set forth in the  notice of the
meeting. Notice of each annual meeting shall be given in accordance with Section
3 of this Article II.
     SECTION 2.  SPECIAL  MEETINGS.  Unless  otherwise  prescribed  by  statute,
special  meetings of the  stockhold- ers of the  Corporation  for any purpose or
purposes may be called by the Board of Directors  or the  Executive  Commit- tee
thereof,  and shall be called by the  President  or  Secretary  upon the written
request of stockholders hold- ing not less than 20% of the outstanding shares of
capi- tal stock of the Corporation  entitled to vote thereat.  Unless  otherwise
permitted by law,  business  transacted at any special  meeting of  stockholders
shall be limited to the  purpose  stated in the notice.  Notice of each  special
meeting shall be given in accordance with Section 3 of
this Article II.
     SECTION  3.  NOTICE OF  MEETINGS.  Except  as  otherwise  provided  by law,
whenever stockholders are required or permitted to take any action at a meeting,
a written notice of the meeting,  which shall state the place,  date and time of
the meeting,  and, in the case of a special meeting,  the purposes for which the
meeting is

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called, shall be mailed to or delivered to each stock-
holder of record entitled to vote thereat not less than
ten (10) days nor more than sixty (60) days before the
date of any such meeting.
                  SECTION 4.  QUORUM.  Unless otherwise required
by law or the Certificate of Incorporation, the holders
of a majority of the issued and outstanding stock enti-
tled to vote thereat, present in person or represented by
proxy, shall constitute a quorum for the transaction of
business at all meetings of stockholders.
                  SECTION 5.  VOTING.  Unless otherwise provided
in the Certificate of Incorporation, each stockholder
shall be entitled to one vote for each share of capital
stock held by such stockholder.  The Board of Directors,
in its discretion, or the officer of the Corporation
presiding at a meeting of stockholders, in his discre-
tion, may require that any votes cast at such meeting
shall be cast by written ballot.  Unless otherwise pro-
vided by the Certificate of Incorporation or these By-
-Laws, all elections of directors shall be decided by
plurality vote.  Unless otherwise required by law, these
By-Laws or the Certificate of Incorporation, all other
corporate action shall be decided by majority vote.

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                  SECTION 6.  INSPECTORS.  The Board of Directors
may,  in advance of any meeting of stockholders, appoint
one or more inspectors to act at such meeting or any
adjournment thereof.  If any of the inspectors so ap-
pointed shall fail to appear or act, the chairman of the
meeting may, or if inspectors shall not have been ap-
pointed, the chairman of the meeting shall, appoint one
or more inspectors.  Each inspector, before entering upon
the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector at such
meeting with strict impartiality and according to the
best of his ability.  The inspectors shall determine the
number of shares of capital stock of the Corporation
outstanding and the voting power of each, the number of
shares represented at the meeting, the existence of a
quorum, the validity and effect of proxies, and shall
receive votes, ballots or consents, hear and determine
all challenges and questions arising in connection with
the right to vote, count and tabulate all votes, ballots
or consents, determine the results, and do such acts as
are proper to conduct the election or vote with fairness
to all stockholders.  On request of the chairman of the
meeting, the inspectors shall make a report in writing of
any challenge, request or matter determined by them and

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shall execute a certificate of any fact found by them.
No director or candidate for the office of director shall
act as an inspector of an election of directors.
                  SECTION 7.  CHAIRMAN OF MEETINGS.  The Chairman
of the Board of Directors of the Corporation, if one is
elected, or, in his absence or disability, the President
of the Corporation, shall preside at all meetings of the
stockholders.
                  SECTION 8.  SECRETARY OF MEETING.  The Secre-
tary of the Corporation shall act as Secretary at all
meetings of the stockholders.  In the absence or disabil-
ity of the Secretary, the Chairman of the Board of Direc-
tors or the President shall appoint a person to act as
Secretary at such meetings.
                  SECTION 9.  LISTS OF STOCKHOLDERS.  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 stock-
holders entitled to vote at the meeting, arranged in
alphabetical order, showing the address of each stock-
holder and the number and class of shares held by each.
Such list shall be open to the examination of any stock-
holder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten

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days prior to the meeting, either at a place within the
city where the meeting is to be held, which 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 meeting
and may be inspected by any stockholder who is present.
                  SECTION 10.  ADJOURNMENT.  At any meeting of
stockholders of the Corporation, if less than a quorum be
present, any officer entitled to preside at or to act as
Secretary 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.  Any business may be transacted at the adjourned
meeting which might have been transacted at the meeting
originally noticed.  If the adjournment is for more than
thirty days, or if after the adjournment a new record
date, as provided for in Section 5 of Article V of these
By-Laws, is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder
of record entitled to vote at the meeting.

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                                   ARTICLE III
                               BOARD OF DIRECTORS
                  SECTION 1. POWERS. The property, business and
affairs of the Corporation shall be managed and con-
trolled by its Board of Directors.  There shall at all
times be an Executive Committee of the Board of Direc-
tors, which will consist of one or more of the directors
of the Corporation.  The Board shall exercise all of the
powers and duties conferred by law except as provided by
the Certificate of Incorporation or these By-Laws.  The
Executive Committee 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 except as set forth in Sec-
tion-9 of this ARTICLE III.
                  SECTION 2.  NUMBER AND TERM.  The number of
directors shall be fixed at no less than one nor more
than twenty.  Within the limits specified above, the
number of directors shall be fixed from time to time by
or pursuant to a resolution passed by the Board of Direc-
tors.  The Board of Directors shall be elected by the
stockholders at their annual meeting, and each director
shall be elected to serve for the term set forth in the
Certificate of Incorporation.  Directors need not be
stockholders.
                  SECTION 3.  RESIGNATIONS.  Any director may
resign at any time.  Such resignation shall be made in
writing, and shall take effect at the time specified

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therein, and if no time is specified, at the time of its
receipt by the President or Secretary.  The acceptance of
a resignation shall not be necessary to make it effec-
tive.
                  SECTION 4.  REMOVAL.   Any director or the
entire Board of Directors may be removed only for cause
at any time by the affirmative vote of the holders of a
majority of the shares entitled to vote for the election
of directors at any annual or special meeting of stock-
holders called for that purpose.
                  SECTION 5.  VACANCIES AND NEWLY CREATED DIREC-
TORSHIPS.  Vacancies occurring in any directorship and
newly created directorships shall be filled by a majority
vote of the remaining directors, even though less than a
quorum of the Board of Directors or by its sole director.
Any director so chosen shall hold office for the unex-
pired term of his predecessor (as long as such director
remains qualified) and until his successor shall be
elected and qualified or until his earlier death, resig-
nation or removal.  The Board of Directors may not fill
the vacancy created by removal of a director by electing
the director so removed.
                  SECTION 6.  MEETINGS.  The newly elected direc-
tors shall hold their first meeting to organize the

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Corporation, elect officers and transact any other busi-
ness which may properly come before the meeting.  An
annual organizational meeting of the Board of Directors
shall be held immediately after each annual meeting of
stockholders, or at such time and place as may be noticed
for the meeting.
                  Regular meetings of the Board of Directors may
be held without notice at such places and times as shall
be determined from time to time by resolution of the
directors.
                  Special meetings of the Board of Directors
shall be called by the President or by the Secretary on
the written request of any director with at least two
days' notice to each director and shall be held at such
place as may be determined by the directors or as shall
be stated in the notice of the meeting.
                  SECTION 7.  QUORUM, VOTING AND ADJOURNMENT.
Except as may be otherwise specifically required by law,
the Certificate of Incorporation or these By-Laws, at all
meetings of the Board of Directors, a majority of the
total number of directors or any committee thereof shall
constitute a quorum for the transaction of business.  The
vote of the majority of the total number of directors
shall be the act of the Board of Directors.  In the

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absence of a quorum, a majority of the directors present
thereat may adjourn such meeting to another time and
place.  Notice of such adjourned meeting need not be
given if the time and place of such adjourned meeting are
announced at the meeting so adjourned.
                  SECTION 8.  COMMITTEES.  There shall at all
times be an Audit Committee of the Board of Directors,
which will consist of one or more of the directors of the
Corporation.  The Board of Directors may, by resolution
passed by a majority of the total number of directors,
designate one or more additional committees, each such
committee to consist of one or more of the directors of
the Corporation.  The action of a majority of the total
number of members of any committee shall be the act of
such committee.  The Board may designate one or more
directors as alternate members of any committee to re-
place any absent or disqualified member at any meeting of
the committee.  Any such committee, to the extent provid-
ed in the resolution of the Board, 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; but no such committee shall have the power or author-

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ity to amend the Certificate of Incorporation, adopt an
agreement of merger or consolidation, recommend to the
stockholders the sale, lease, or exchange of all or
substantially all of the Corporation's properties and
assets, recommend to the stockholders a dissolution of
the Corporation or a revocation of a dissolution or to
amend these By-Laws.  Unless a resolution of the Board
expressly provides, no such committee (other than the
Executive Committee) shall have the power or authority to
declare a dividend, to authorize the issuance of stock of
the Corporation or to adopt a certificate of ownership
and merger pursuant to Section 253 of the General Corpo-
ration Law of the State of Delaware.  The Executive
Committee shall have the power and authority to declare a
dividend, to authorize the issuance of stock of the
Corporation and to adopt a certificate of ownership and
merger pursuant to Section 253 of the General Corporation
Law of the State of Delaware.  All committees of the
Board shall report their proceedings to the Board when
required.
                  SECTION 9.  ACTION WITHOUT A MEETING.  Unless
otherwise restricted by the Certificate of Incorporation
or these By-Laws, any action required or permitted to be
taken at any meeting of the Board of Directors or of any

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committee thereof may be taken without a meeting if all
members of the Board or any committee thereof consent
thereto in writing.
                  SECTION 10.  COMPENSATION.  The Board of Direc-
tors shall have the authority to fix the compensation of
directors for their services.  A director may also serve
the Corporation in other capacities and receive compensa-
tion therefor.
                  SECTION 11.  TELEPHONIC MEETING.  Unless other-
wise restricted by the Certificate of Incorporation,
members of the Board, or any committee designated by the
Board, may participate in a meeting by means of confer-
ence telephone or similar communications equipment in
which all persons participating in the meeting can hear
each other.  Participation in such telephonic meeting
shall constitute the presence in person at such meeting.

                                   ARTICLE IV
                                    OFFICERS
                   SECTION 1. The officers of the Corporation
shall include a President, a Secretary and one or more
subordinate officers, all of whom shall be elected by the
Board of Directors and who shall hold office for a term
of one year and until their successors are elected and

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qualified or until their earlier resignation or removal.
In addition, the Board of Directors may elect a Chairman
of the Board, one or more Vice Chairmen, one or more Vice
Presidents, including one or more Executive Vice Presi-
dents and Senior Vice Presidents, a Treasurer and one or
more Assistant Treasurers, and a Secretary and one or
more Assistant Secretaries, who shall hold their office
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.  The initial officers shall be
elected at the first meeting of the Board of Directors
and, thereafter, at the annual organizational meeting of
the Board held after each annual meeting of the stock-
holders.  Any number of offices may be held by the same
person.
                  SECTION 2.  OTHER OFFICERS AND AGENTS.  The
Board of Directors may appoint such other officers and
agents as it deems advisable, who shall hold their office
for such terms and shall exercise and perform such powers
and duties as shall be determined from time to time by
the Board of Directors.
                  SECTION 3.  CHAIRMAN.  The Chairman of the
Board of Directors shall be a member of the Board and
shall preside at all meetings of the Board of Directors

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and of the stockholders.  He shall be the Chief Executive
Officer of the Corporation, and except where by law the
signature of the President is required, the Chairman of
the Board of Directors shall possess the same power as
the President to sign all contracts, certificates and
other instruments of the Corporation which may be autho-
rized by the Board of Directors.  During the absence or
disability of the President, the Chairman of the Board of
Directors shall exercise all powers and discharge all
duties of the President.
                  In addition, the Chairman of the Board shall
have such powers and perform such other duties as from
time to time may be assigned to him by the Board of
Directors.
                  SECTION 4.  PRESIDENT.  The President shall,
subject to the control of the Board of Directors, have
general supervision of the business of the Corporation
and shall see that all orders and resolutions of the
Board of Directors are carried into effect.  The Presi-
dent shall exercise such duties as customarily pertain to
the Office of President, and shall have general and
active management of the property, business and affairs
of the Corporation, subject to the supervision and con-
trol of the Board of Directors.  Except as the Board of

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Directors shall otherwise authorize, the President shall
execute all bonds, mortgages, contracts and other instru-
ments of the Corporation requiring a seal, under the seal
of the Corporation, except where required or permitted by
law to be otherwise signed and executed and except that
the other officers of the Corporation may sign and exe-
cute documents when so authorized by these By-Laws, the
Board of Directors or the President.
                  In the absence, disability or refusal of the
Chairman of the Board to act, or the vacancy of such
office, the President shall preside at all meetings of
the stockholders and of the Board of Directors.  The
President shall perform such other duties as prescribed
from time to time by the Board of Directors or these
By-Laws.
                  SECTION 5.  VICE PRESIDENTS.  Each Vice Presi-
dent, if any are elected, of whom one or more may be
designated an Executive Vice President or Senior Vice
President, shall have such powers and shall perform such
duties as shall be assigned to him by the Chairman of the
Board, the President or the Board of Directors.
                  SECTION 6.  TREASURER.  The Treasurer shall
have custody of the corporate funds, securities, evidenc-
es of indebtedness and other valuables of the Corporation

<PAGE>

and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation.  He
shall deposit all moneys and other valuables in the name
and to the credit of the Corporation in such depositories
as may be designated by the Board of Directors.
                  The Treasurer shall disburse the funds of the
Corporation, taking proper vouchers therefor.  He shall
render to the Chairman of the Board, the President and
the Board of Directors, upon their request, a report of
the financial condition of the Corporation.  If required
by the Board of Directors, he shall give the Corporation
a bond for the faithful discharge of his duties in such
amount and with such surety as the Board of Directors
shall prescribe.
                  The Treasurer shall have such further powers
and perform such other duties incident to the office of
Treasurer as from time to time are assigned to him by the
Board of Directors.
                  SECTION 7.  SECRETARY.  The Secretary shall:
(a) cause minutes of all meetings of the stockholders and
directors to be recorded and kept; (b) cause all notices
required by these By-Laws or otherwise to be given prop-
erly; (c) see that the minute books, stock books, and
other nonfinancial books, records and papers of the

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Corporation are kept properly; and (d) cause all reports,
statements, returns, certificates and other documents to
be prepared and filed when and as required.  The Secre-
tary shall also perform like duties for the standing
committees when required.  The Secretary shall have such
further powers and perform such other duties as pre-
scribed from time to time by the Board of Directors.
                  SECTION 8.  ASSISTANT TREASURERS AND ASSISTANT
SECRETARIES.  Each Assistant Treasurer and each Assistant
Secretary, if any are elected, shall be vested with all
the powers and shall perform all the duties of the Trea-
surer and Secretary, respectively, in the absence or
disability of such officer, unless or until the Board of
Directors shall otherwise determine.  In addition, Assis-
tant Treasurers and Assistant Secretaries shall have such
powers and shall perform such duties as shall be assigned
to them by the Board of Directors.
                  SECTION 9.  CORPORATE FUNDS AND CHECKS.  The
funds of the Corporation shall be kept in such deposito-
ries as shall from time to time be prescribed by the
Board of Directors.  All checks or other orders for the
payment of money shall be signed by the Chairman of the
Board, the President or the Treasurer or such other
person or agent as may from time to time be authorized

<PAGE>

and with such countersignature, if any, as may be re-
quired by the Board of Directors.
                  SECTION 10.  CONTRACTS AND OTHER DOCUMENTS.
The Chairman of the Board, the President (or, in his
absence, a Vice President) or Treasurer, or such other
officer or officers as may from time to time be autho-
rized by the Board of Directors, shall have power to sign
and execute on behalf of the Corporation deeds, convey-
ances and contracts, and any and all other documents
requiring execution by the Corporation.
                  SECTION 11.  OWNERSHIP OF STOCK OF ANOTHER
CORPORATION.  The Chairman of the Board, the President or
the Treasurer, or such other officer or agent as shall be
authorized by the Board of Directors, shall have the
power and authority, on behalf of the Corporation, to
attend and to vote at any meeting of stockholders of any
corporation in which the Corporation holds stock and may
exercise, on behalf of the Corporation, any and all of
the rights and powers incident to the ownership of such
stock at any such meeting, including the authority to
execute and deliver proxies and consents on behalf of the
Corporation.
                  SECTION 12.  DELEGATION OF DUTIES.  In the
absence, disability or refusal of any officer to exercise

<PAGE>

and perform his duties, the Board of Directors may dele-
gate to another officer such powers or duties.
                  SECTION 13.  RESIGNATION AND REMOVAL.  Any
officer of the Corporation may be removed from office for
or without cause at any time by the Board of Directors.
Any officer may resign at any time in the same manner
prescribed under Section 3 of Article III of these By--
Laws.
                  SECTION 14.  VACANCIES.  The Board of Directors
shall have power to fill vacancies occurring in any
office.
                                    ARTICLE V
                                      STOCK
                     SECTION 1. CERTIFICATES OF STOCK. 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 Chairman of the Board or the Presi-
dent or a Vice President and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant
Secretary, certifying the number and class of shares of
stock in the Corporation owned by him.  Any or all of the
signatures on the certificate may be a facsimile.  The
Board of Directors shall have the power to appoint one or
more transfer agents and/or registrars for the transfer

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or registration of certificates of stock of any class,
and may require stock certificates to be countersigned or
registered by one or more of such transfer agents and/or
registrars.
                  SECTION 2.  TRANSFER OF SHARES.  Shares of
stock of the Corporation shall be transferable upon its
books by the holders thereof, in person or by their duly
authorized attorneys or legal representatives, upon
surrender to the Corporation by delivery thereof to the
person in charge of the stock and transfer books and
ledgers.  Such certificates shall be cancelled and new
certificates shall thereupon be issued.  A record shall
be made of each transfer.  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, both
the transferor and transferee request the Corporation to
do so.  The Board of Directors shall have power and
authority to make such rules and regulations as it may
deem necessary or proper concerning the issue, transfer
and registration of certificates for shares of stock of
the Corporation.
                  SECTION 3.  LOST CERTIFICATES.  A new certifi-
cate of stock may be issued in the place of any certifi-

<PAGE>

cate previously issued by the Corporation, alleged to
have been lost, stolen, destroyed or mutilated, and the
Board of Directors may, in their discretion, require the
owner of such lost, stolen, destroyed or mutilated cer-
tificate, or his legal representative, to give the Corpo-
ration a bond, in such sum as the Board of Directors may
direct, not exceeding double the value of the stock, in
order to indemnify the Corporation against any claims
that may be made against it in connection therewith.
                  SECTION 4.  STOCKHOLDERS OF RECORD.  The Corpo-
ration shall be entitled to treat the holder of record of
any share or shares of stock as the holder thereof, in
fact, and shall not be bound to recognize any equitable
or other claim to or interest in such shares on the part
of any other person, whether or not it shall have express
or other notice thereof, except as otherwise expressly
provided by law.
                  SECTION 5.  STOCKHOLDERS RECORD DATE.  In order
that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stock-
holders or any adjournment thereof, or to express consent
to corporate action in writing without a meeting, or
entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to

<PAGE>

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 shall not be more than sixty days nor less
than ten days before the date of such meeting.  A deter-
mination 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 6.  DIVIDENDS.  Subject to the provi-
sions of the Certificate of Incorporation, the Board of
Directors may at any regular or special meeting, out of
funds legally available therefor, declare dividends upon
the stock of the Corporation.  Before the declaration of
any dividend, the Board of Directors may set apart, out
of any funds of the Corporation available for dividends,
such sum or sums as from time to time in their discretion
may be deemed proper for working capital or as a reserve
fund to meet contingencies or for such other purposes as
shall be deemed conducive to the interests of the Corpo-
ration.
                                             ARTICLE VI

<PAGE>

                           NOTICE AND WAIVER OF NOTICE
                     SECTION 1. NOTICE. Whenever any written
notice is required to be given by law, the Certificate of
Incorporation or these By-Laws, such notice, if mailed,
shall be deemed to be given when deposited in the United
States mail, postage prepaid, addressed to the person
entitled to such notice at his address as it appears on
the books and records of the Corporation.  Such notice
may also be sent by telegram.
                  SECTION 2.  WAIVER OF NOTICE.  Whenever notice
is required to be given by law, the Certificate of Incor-
poration or these By-Laws, a written waiver thereof
signed by the person entitled to notice, whether before
or after the time stated therein, shall be deemed equiva-
lent to notice.  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 meeting of the
stockholders, directors, or members of a committee of the
Board of Directors need be specified in any written
waiver of notice.

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                                   ARTICLE VII
                              AMENDMENT OF BY-LAWS
                   SECTION 1. AMENDMENTS. These By-Laws may be
amended or repealed or new By-Laws may be adopted by the
affirmative vote of a majority of the total number of
directors at any regular or Special Meeting of the Board
of Directors; provided however, that the Board of Direc-
tors may not amend or repeal the provisions of the first
three sentences of ARTICLE III, Section 9 of the By-Laws
or this proviso.  If any By-Law regulating an impending
election of directors is adopted, amended or repealed by
the Board of Directors, there shall be set forth in the
notice of the next meeting of stockholders for the elec-
tion of directors the By-Law(s) so adopted, amended, or
repealed, together with a precise statement of the chang-
es made.  By-Laws adopted by the Board of Directors may
be amended or repealed by stockholders.
                                  ARTICLE VIII
                                 INDEMNIFICATION
                    SECTION 1. POWER TO INDEMNIFY IN ACTIONS,
SUITS OR PROCEEDINGS OTHER THAN THOSE BY OR IN THE RIGHT
OF THE CORPORATION.  Subject to Section 3 of this Article
VIII, the Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any

<PAGE>

threatened, pending or completed action, suit or proceed-
ing, whether civil, criminal, administrative or investi-
gative (other than an action by or in the right of the
Corporation) by reason of the fact that he is or was a
director or officer of the Corporation, or is or was a
director or officer of the Corporation serving at the
request of the Corporation as a director or officer,
employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other
enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually
and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not op-
posed to the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea
of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act
in good faith and in a manner which he reasonably be-
lieved to be in or not opposed to the best interests of
the Corporation, and, with respect to any criminal action

<PAGE>

or proceeding, had reasonable cause to believe that his
conduct was unlawful.
                  SECTION 2.  POWER TO INDEMNIFY IN ACTIONS,
SUITS OR PROCEEDINGS BY OR IN THE RIGHT OF THE CORPORA-
TION.  Subject to Section 3 of this Article VIII, the
Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threat-
ened, pending or completed action or suit by or in the
right of the Corporation to procure a judgment in its
favor by reason of the fact that he is or was a director
or officer of the Corporation, or is or was a director or
officer of the Corporation serving at the request of the
Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise against expens-
es (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settle-
ment of such action or suit if he acted in good faith and
in a manner he reasonably believed to be in or not op-
posed to the best interests of the Corporation; except
that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have
been adjudged to be liable to the Corporation unless and
only to the extent that the Court of Chancery or the

<PAGE>

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
or such other court shall deem proper.
                  SECTION 3.  AUTHORIZATION OF INDEMNIFICATION.
Any indemnification under this Article VIII (unless
ordered by a court) shall be made by the Corporation only
as authorized in the specific case upon a determination
that indemnification of the director  or officer is
proper in the circumstances because he has met the appli-
cable standard of conduct set forth in Section 1 or
Section 2 of this Article VIII, as the case may be.  Such
determination shall be made (i) by the Board of Directors
by a majority vote of a quorum consisting of directors
who were not parties to such action, suit or proceeding,
or (ii) if such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so di-
rects, by independent legal counsel in a written opinion,
or (iii) by the stockholders.  To the extent, however,
that a director or officer of the Corporation has been
successful on the merits or otherwise in defense of any
action, suit or proceeding described above, or in defense

<PAGE>

of any claim, issue or matter therein, he shall be indem-
nified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection
therewith, without the necessity of authorization in the
specific case.
                  SECTION 4.  GOOD FAITH DEFINED.  For purposes
of any determination under Section 3 of this Article
VIII, a person shall be deemed to have acted in good
faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the Corporation, or,
with respect to any criminal action or proceeding, to
have had no reasonable cause to believe his conduct was
unlawful, if his action is based on the records or books
of account of the Corporation or another enterprise, or
on information supplied to him by the officers of the
Corporation or another enterprise in the course of their
duties, or on the advice of legal counsel for the Corpo-
ration or another enterprise or on information or records
given or reports made to the Corporation or another
enterprise by an independent certified public accountant
or by an appraiser or other expert selected with reason-
able care by the Corporation or another enterprise.  The
term "another enterprise" as used in this Section 4 shall
mean any other corporation or any partnership, joint

<PAGE>

venture, trust, employee benefit plan or other enterprise
of which such person is or was serving at the request of
the Corporation as a director, officer, employee or
agent.  The provisions of this Section 4 shall not be
deemed to be exclusive or to limit in any way the circum-
stances in which a person may be deemed to have met the
applicable standard of conduct set forth in Sections 1 or
2 of this Article VIII, as the case may be.
                  SECTION 5.  INDEMNIFICATION BY A COURT.  Not-
withstanding any contrary determination in the specific
case under Section 3 of this Article VIII, and notwith-
standing the absence of any determination thereunder, any
director or officer may apply to any court of competent
jurisdiction in the State of Delaware for indemnification
to the extent otherwise permissible under Sections 1 and
2 of this Article VIII.  The basis of such indemnifica-
tion by a court shall be a determination by such court
that indemnification of the director or officer is proper
in the circumstances because he has met the applicable
standards of conduct set forth in Sections 1 or 2 of this
Article VIII, as the case may be.  Neither a contrary
determination in the specific case under Section 3 of
this Article VIII nor the absence of any determination
thereunder shall be a defense to such application or

<PAGE>

create a presumption that the director or officer seeking
indemnification has not met any applicable standard of
conduct.  Notice of any application for indemnification
pursuant to this Section 5 shall be given to the Corpora-
tion promptly upon the filing of such application.  If
successful, in whole or in part, the director or officer
seeking indemnification shall also be entitled to be paid
the expense of prosecuting such application.
                  SECTION 6.  EXPENSES PAYABLE IN ADVANCE.
Expenses incurred by a director or officer in defending
or investigating a threatened or pending action, suit or
proceeding shall be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall
ultimately be determined that he is not entitled to be
indemnified by the Corporation as authorized in this
Article VIII.
                  SECTION 7.  NONEXCLUSIVITY OF INDEMNIFICATION
AND ADVANCEMENT OF EXPENSES.  The indemnification and
advancement of expenses provided by or granted pursuant
to this Article VIII shall not be deemed exclusive of any
other rights to which those seeking indemnification or
advancement of expenses may be entitled under any By-Law,

<PAGE>

agreement, contract, vote of stockholders or disinterest-
ed directors or pursuant to the direction (howsoever
embodied) of any court of competent jurisdiction or
otherwise, both as to action in his official capacity and
as to action in another capacity while holding such
office, it being the policy of the Corporation that
indemnification of the persons specified in Sections 1
and 2 of this Article VIII shall be made to the fullest
extent permitted by law.  The provisions of this Article
VIII shall not be deemed to preclude the indemnification
of any person who is not specified in Sections 1 or 2 of
this Article VIII but whom the Corporation has the power
or obligation to indemnify under the provisions of the
General Corporation Law of the State of Delaware, or
otherwise.
                  SECTION 8.  INSURANCE.  The Corporation may
purchase and maintain insurance on behalf of any person
who is or was a director or officer of the Corporation,
or is or was a director or officer of the Corporation
serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, part-
nership, joint venture, trust, employee benefit plan or
other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising

<PAGE>

out of his status as such, whether or not the Corporation
would have the power or the obligation to indemnify him
against such liability under the provisions of this
Article VIII.
                  SECTION 9.  CERTAIN DEFINITIONS.  For purposes
of this Article VIII, references to "the Corporation"
shall include, in addition to the resulting corporation,
any constituent corporation (including any constituent of
a constituent) absorbed in a consolidation or merger
which, if its separate existence had continued, would
have had power and authority to indemnify its directors
or officers, so that any person who is or was a director
or officer of such constituent corporation, or is or was
a director or officer of such constituent corporation
serving at the request of such constituent corporation as
a director, officer, employee or agent of another corpo-
ration, partnership, joint venture, trust, employee
benefit plan or other enterprise, shall stand in the same
position under the provisions of this Article VIII with
respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation
if its separate existence had continued.  For purposes of
this Article VIII, references to "fines" shall include
any excise taxes assessed on a person with respect to an

<PAGE>

employee benefit plan; and references to "serving at the
request of the Corporation" shall include any service as
a director, officer, employee or agent of the Corporation
which imposes duties on, or involves services by, such
director or officer with respect to an employee benefit
plan, its participants or beneficiaries; and a person who
acted in good faith and in a manner he reasonably be-
lieved to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best inter-
ests of the Corporation" as referred to in this Article
VIII.
                  SECTION 10.  SURVIVAL OF INDEMNIFICATION AND
ADVANCEMENT OF EXPENSES.  The indemnification and ad-
vancement of expenses provided by, or granted pursuant
to, this Article VIII shall, unless otherwise provided
when authorized or ratified, 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 a person.
                  SECTION 11.  LIMITATION ON INDEMNIFICATION.
Notwithstanding anything contained in this Article VIII
to the contrary, except for proceedings to enforce rights
to indemnification (which shall be governed by Section 5

<PAGE>

hereof), the Corporation shall not be obligated to indem-
nify any director or officer in connection with a pro-
ceeding (or part thereof) initiated by such person unless
such proceeding (or part thereof) was authorized or
consented to by the Board of Directors of the Corpora-
tion.
                  SECTION 12.  INDEMNIFICATION OF EMPLOYEES AND
AGENTS.  The Corporation may, to the extent authorized
from time to time by the Board of Directors, provide
rights to indemnification and to the advancement of
expenses to employees and agents of the Corporation
similar to those conferred in this Article VIII to direc-
tors and officers of the Corporation.
                                             ARTICLE IX
                  SECTION 1.  SEAL.  The seal of the Corporation
shall be circular in form and shall have the name of the
Corporation on the circumference and the jurisdiction and
year of incorporation in the center.
                  SECTION 2.  FISCAL YEAR.  The fiscal year of
the Corporation shall end on December 31 of each year, or
such other twelve consecutive months as the Board of
Directors may designate.



<PAGE>

         RESOLVED, that Article IV, Section 1 of the Bylaws
         of the Corporation is hereby amended in its entirety
         to read as follows:

                                    SECTION 1.  The officers of the Cor-
                  poration shall include a President, a Secretary
                  and one or more subordinate officers, all of
                  whom shall be elected by the Board of Directors
                  and who shall hold office for a term of one
                  year and until their successors are elected and
                  qualified or until their earlier resignation or
                  removal.  In addition, the Board of Directors
                  may elect a Chairman of the Board, one or more
                  Vice Chairmen, one or more Vice Presidents,
                  including one or more Executive Vice Presidents
                  and Senior Vice Presidents, a Treasurer and one
                  or more Assistant Treasurers, and a Secretary
                  and one or more Assistant Secretaries, who
                  shall hold their office 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.  The initial offi-
                  cers shall be elected at the first meeting of
                  the Board of Directors and, thereafter, at the
                  annual organizational meeting of the Board held
                  after each annual meeting of the stockholders.
                  Any number of offices may be held by the same
                  person.