B Y - L A W S

                                                 OF

                                 HOSPITALITY FRANCHISE SYSTEMS, INC.

                               (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


                                              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 stockholders of the Corporation for any purpose
or purposes may be called by the Board of Directors or the  Executive  Committee
thereof,  and shall be called by the  President  or  Secretary  upon the written
request of stockholders  holding not less than 20% of the outstanding  shares of
capital  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  stockholder 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 entitled 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 discretion, may require that any votes cast at such meeting
shall be cast by written ballot. Unless otherwise provided 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 appointed shall
fail to appear or act, the chairman of the meeting may, or if  inspectors  shall
not have been appointed,  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  Secretary  of  the
Corporation shall act as Secretary at all meetings of the  stockholders.  In the
absence or disability of the  Secretary,  the Chairman of the Board of Directors
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  stockholders
entitled to vote at the meeting,  arranged in  alphabetical  order,  showing the
address of each  stockholder  and the  number and class of shares  held by each.
Such list shall be open to the examination of any  stockholder,  for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten

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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.
                                             ARTICLE III
                                         BOARD OF DIRECTORS
                  SECTION 1.  POWERS.  The property, business and
affairs of the Corporation shall be managed and con-

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trolled  by its Board of  Directors.  There  shall at all times be an  Executive
Committee  of the Board of  Directors,  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
Section 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  twelve.  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 Directors.  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 effective.
                  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  stockholders  called for that
purpose.
                  SECTION  5.   VACANCIES  AND  NEWLY   CREATED   DIRECTORSHIPS.
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  unexpired  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,  resignation  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 business 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 replace any absent or
disqualified member at any meeting of the committee.  Any such committee, to the
extent provided 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 Corporation 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 otherwise 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 conference
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  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  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 stockholders. 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  authorized  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 President  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 control 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 instruments 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 execute  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 President,  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

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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 Secretary  shall also perform like duties for the standing  committees  when
required.  The Secretary  shall have such further  powers and perform such other
duties as prescribed 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 Treasurer
and  Secretary,  respectively,  in the absence or  disability  of such  officer,
unless or until the Board of Directors shall otherwise  determine.  In addition,
Assistant 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  depositories  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

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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  authorized  by the
Board of  Directors,  shall  have  power to sign and  execute  on  behalf of the
Corporation  deeds,  conveyances 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

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and perform his duties,  the Board of Directors may delegate 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  President  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-

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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 certificate,  or
his legal  representative,  to give the  Corporation  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 Corporation  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 stockholders 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

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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  determination  of  stockholders  of record
entitled to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting,  provided,  however, that the Board of Directors may
fix a new record date for the adjourned meeting.
                  SECTION  6.  DIVIDENDS.  Subject  to  the  provisions  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
Corporation.
                                             ARTICLE VI

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                                     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  Incorporation  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 equivalent 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 Directors 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 election
of directors the  By-Law(s) so adopted,  amended,  or repealed,  together with a
precise statement of the changes 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

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threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of the  Corporation) by reason of the fact that he is or was a director or
officer  of  the  Corporation,  or is or  was  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
opposed to the best  interests  of the  Corporation,  and,  with  respect to any
criminal  action or proceeding,  had no reasonable  cause to believe his conduct
was unlawful.  The  termination  of any action,  suit or proceeding by judgment,
order,  settlement,  conviction,  or  upon  a plea  of  nolo  contendere  or its
equivalent,  shall not, of itself,  create a presumption that the person did not
act in good faith and in a manner which he  reasonably  believed to be in or not
opposed to the best  interests  of the  Corporation,  and,  with  respect to any
criminal action

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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  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 threatened,  pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was a director  or officer of the  Corporation,
or is or was 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 expenses (including  attorneys' fees) actually and reasonably
incurred by him in  connection  with the defense or settlement of such action or
suit if he acted in good faith and in a manner he  reasonably  believed to be in
or not  opposed  to the  best  interests  of the  Corporation;  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

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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 applicable 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 directs, 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

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of any claim, issue or matter therein,  he shall be indemnified 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  Corporation  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  reasonable  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

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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  circumstances  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

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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  Corporation
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,

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agreement, contract, vote of stockholders or disinterested 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,  partnership,  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

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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 corporation,  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

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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  believed 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 interests of the Corporation" as referred to in this Article
VIII.
                  SECTION 10.  SURVIVAL OF  INDEMNIFICATION  AND  ADVANCEMENT OF
EXPENSES.  The  indemnification  and  advancement  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

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hereof),  the  Corporation  shall not be obligated to indemnify  any director or
officer in  connection  with a proceeding  (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 Corporation.
                  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 directors 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.


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         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  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 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  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
                  stockholders.  Any number of  offices  may be held by the same
                  person.


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