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                                                                  EXHIBIT 3 (b)

CASE CORPORATION


                                    BY-LAWS

                              AMENDED AND RESTATED
                                OCTOBER 2, 1996


                                   ARTICLE I
                            MEETINGS OF STOCKHOLDERS


                                PLACE OF MEETING

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


                                 ANNUAL MEETING

  SECTION 2.  The Annual Meeting of Stockholders shall be held on such date and
at such time as may be fixed by the Board and stated in the notice thereof, for
the purpose of electing directors and for the transaction of only such other
business as is properly brought before the meeting in accordance with these By-
Laws.

  To be properly brought before the meeting, business must be either (a)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board, (b) otherwise properly brought before the meeting by
or at the direction of the Board, or (c) otherwise properly brought before the
meeting by a stockholder.  In addition to any other applicable requirements, for
business to be properly brought before the Annual Meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the Secretary of
the Corporation.  To be timely, a stockholder's notice must be delivered to or
mailed and received at the principal executive offices of the Corporation, not
less than 50 days nor more than 75 days prior to the meeting; provided, however,
that in the event that less than 65 days' notice or prior public disclosure of
the date of the meeting is given or made to stockholders, notice by the
stockholder to be timely must be so received not later than the close of
business on the 15th day following the day on which such notice of the date of
the Annual Meeting was mailed or such public disclosure was made, whichever
first occurs.  A stockholder's notice to the Secretary shall set forth as to
each matter the stockholder proposes to bring before the Annual Meeting (i) a
brief description of the business desired to be brought before the Annual
Meeting and the reasons for conducting such business at the Annual Meeting, (ii)
the name and record address of the stockholder proposing such business, (iii)
the class and number of shares of the Corporation which are beneficially owned
by the stockholder, and (iv) any material interest of the stockholder in such
business.
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  Notwithstanding anything in these By-Laws to the contrary, no business shall
be transacted at the Annual Meeting except in accordance with the procedures set
forth in this Section, provided, however, that nothing in this Section shall be
deemed to preclude discussion by any stockholder of any business properly
brought before the Annual Meeting.

  The Chairman of the Annual Meeting shall, if the facts warrant, determine and
declare to the meeting that business was not properly brought before the meeting
in accordance with the provisions of this Section, and if so determined, so
declare to the meeting and any such business not properly brought before the
meeting shall not be transacted.


                                SPECIAL MEETING

  SECTION 3.  Special meetings of the stockholders shall be called only by the
Board.  The business transacted at a special meeting shall be confined to the
purposes specified in the notice thereof.  Special meetings shall be held at
such date and at such time as the Board may designate.


                               NOTICE OF MEETING

  SECTION 4.  Unless otherwise provided by law, written notice of each meeting
of stockholders, stating the place, date and hour of the meeting, and the
purpose or purposes thereof, shall be mailed not less than ten nor more than
sixty days before the date of such meeting to each stockholder entitled to vote
thereat.


                                     QUORUM

  SECTION 5.  Unless otherwise provided by statute or the Certificate of
Incorporation, at each meeting of stockholders the presence in person or by
proxy of the holders of a majority in voting power of the outstanding shares of
stock entitled to vote at the meeting shall constitute a quorum at such meeting.


                                     VOTING

  SECTION 6.  Except as otherwise provided by the Certificate of Incorporation,
each stockholder entitled to vote at any meeting of stockholders shall be
entitled to one vote for each share of stock held which has voting power upon
the matter in question.  Subject to the final sentence of this Section 6, voting
at meetings of stockholders need not be by written ballot.  At all meetings of
stockholders for the election of directors a plurality of the votes cast shall
be sufficient to elect.  All other elections and questions shall, unless
otherwise provided by law, the Certificate of Incorporation or these By-Laws, be
decided by the affirmative vote of the holders of a majority in voting power of
the shares of stock which are present in person or by proxy and entitled to vote
thereon.

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  Election of directors need not be by ballot;  provided, however, that by
resolution duly adopted by the stockholders of the Corporation, a vote by ballot
may be required.


                                    PROXIES

  SECTION 7.  Any stockholder entitled to vote upon any matter at any meeting of
stockholders may so vote by proxy.  Every proxy shall be in writing (which shall
include telegraphing or cabling or other electronic transmission) and shall be
dated, but need not be sealed, witnessed or acknowledged.  Proxies shall be
delivered to the Secretary of the Corporation before such meeting.


                                   INSPECTORS

  SECTION 8.  At each meeting of the stockholders the polls shall be opened and
closed, the proxies and ballots shall be received and be taken in charge, and
all questions touching the qualification of voters and the validity of proxies
and the acceptance or rejection of votes shall be decided by one or more
Inspectors.  Such Inspectors shall be appointed by the Board before the meeting,
or in default thereof by the presiding officer at the meeting, and shall be
sworn to the faithful performance of their duties.  If any of the Inspectors
previously appointed shall fail to attend or refuse or be unable to serve,
substitutes shall be appointed by the presiding officer.


                                   ARTICLE II
                               BOARD OF DIRECTORS


                          NUMBER, METHOD OF ELECTION,
                       TERMS OF OFFICE AND QUALIFICATION

  SECTION 1.  The business and affairs of the Corporation shall be managed by or
under the direction of the Board.  The number of directors which shall
constitute the whole Board shall be not less than three nor more than sixteen
(exclusive of directors, if any, elected by the holders of the Corporation's
Preferred Stock or Second Preferred Stock) and the exact number thereof within
such limits shall be determined from time to time by resolution adopted by a
majority of the whole Board.

  Except as otherwise provided in the Certificate of Incorporation, a director
shall hold office until the Annual Meeting for the year in which his or her term
expires and until a successor shall be elected and shall qualify, subject,
however, to prior death, resignation, retirement, disqualification or removal
from office.  Except as provided in the Certificate of Incorporation, any
vacancy on the Board that results from an increase in the number of directors
may be filled by a majority of the directors then in office, provided that a
quorum is present, and any other vacancy occurring in the Board may be filled by
a majority of the directors then in office, even if less than a quorum, or by a
sole remaining director.  Except as otherwise provided in the Certificate of
Incorporation, any director elected to fill a vacancy not resulting from an
increase in the number of directors shall have the same remaining term as that
of his or her predecessor.

  Nominations of persons for election to the Board of the Corporation may be
made at a meeting of stockholders by or at the direction of the Board of
Directors by any nominating committee or person appointed by the Board, or by
any stockholder of the

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Corporation entitled to vote for the election of directors at the meeting who
complies with the notice procedures set forth in this Article II. Such
nominations, other than those made by or at the direction of the Board, shall be
made pursuant to timely notice in writing to the Secretary of the Corporation.
To be timely, a stockholder's notice shall be delivered to or mailed and
received at the principal executive offices of the Corporation not less than 50
days nor more than 75 days prior to the meeting; provided, however, that in the
event that less than 65 days' notice or prior public disclosure of the date of
the meeting is given or made to stockholders, notice by the stockholder to be
timely must be so received not later than the close of business on the 15th day
following the day on which such notice of the date of the meeting was mailed or
such public disclosure was made, whichever first occurs. Such stockholder's
notice to the Secretary shall set forth (a) as to each person whom the
stockholder proposes to nominate for election or re-election as a director, (i)
the name, age, business address and residence of the person, (ii) the principal
occupation or employment of the person, (iii) the class and number of shares of
capital stock of the Corporation which are beneficially owned by the person and
(iv) any other information relating to the person that is required to be
disclosed in solicitations for proxies for election of directors pursuant to
Rule 14A under the Securities Exchange Act of 1934 as amended; and (b) as to the
stockholder giving the notice (i) the name and record address of the stockholder
and (ii) the class and number of shares of capital stock of the Corporation
which are beneficially owned by the stockholder. The Corporation may require any
proposed nominee to furnish such other information as may reasonably be required
by the Corporation to determine the eligibility of such proposed nominee to
serve as director of the Corporation. No person shall be eligible for election
as a director of the Corporation at the Annual Meeting of Stockholders unless
nominated in accordance with the procedures set forth herein. The Chairman of
the meeting shall, if the facts warrant, determine and declare to the meeting
that a nomination was not made in accordance with the foregoing procedure, and
if so determined, so declare to the meeting and the defective nomination shall
be disregarded. The provisions of this paragraph shall not apply with respect to
nominations of directors to be elected by the holders of any series of Preferred
Stock or Second Preferred Stock, voting separately as a series or together with
other series thereof, pursuant to the terms of any such series.

  Any director may resign his or her office at any time by delivering a
resignation in writing to the Corporation, and the acceptance of such
resignation unless required by the terms thereof shall not be necessary to make
such resignation effective.

  No director who shall have attained the age of 70 shall be eligible for re-
election as a director of the Corporation.


                                    MEETINGS

  SECTION 2.  The Board may hold its meetings and have an office in such place
or places within or without the State of Delaware as the Board by resolution
from time to time may determine.

  The Board may in its discretion provide for regular or stated meetings of the
Board. Notice of regular or stated meetings need not be given. Special meetings
of the Board shall be held whenever called by direction of the Chief Executive
Officer, the President or any two of the directors. The Secretary or any
Assistant Secretary shall give notice of any special meeting by mailing the same
at least three days, or by telegraphing or telephoning the same at least one
day, before the meeting to each director; but such

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notice may be waived by any director. Unless otherwise indicated in the notice
thereof, any and all business may be transacted at a special meeting.

  Except as otherwise provided by law, at any meeting at which every director
shall be present, even though without notice, any business may be transacted.
No notice of any adjourned meeting need be given.

  The Board shall meet immediately after election, following the Annual Meeting
of Stockholders, for the purpose of organizing, for the election of corporate
officers as hereinafter specified, and for the transaction of any other business
which may come before it.  No notice of such meeting shall be necessary.

  Prior to the date of the Annual Meeting of Stockholders an annual report of
the operations of the Corporation during the preceding fiscal year shall be
submitted to the Board, which reports shall include consolidated statements of
income and expenditures, and a balance sheet showing the consolidated financial
condition of the Corporation and its consolidated subsidiaries at the close of
such fiscal year.


                                     QUORUM

  SECTION 3.  Except as otherwise expressly required by the Certificate of
Incorporation, these By-Laws or by statute, a majority of the directors then in
office shall be present at any meeting of the Board in order to constitute a
quorum for the transaction of business at such meeting, and the vote of a
majority of the directors present at any such meeting at which a quorum is
present shall be necessary for the passage of any resolution or for an act to be
the act of the Board.  In the absence of a quorum, a majority of the directors
present may adjourn such meeting from time to time until a quorum shall be
present.  Notice of any adjourned meeting need not be given.


                       COMPENSATION OF BOARD OF DIRECTORS

  SECTION 4.  Each director (other than a director who is a salaried officer of
the Corporation or of any subsidiary corporation), in consideration of serving
as such, shall be entitled to receive from the Corporation such amount per annum
and such fees for attendance at meetings of the Board or of any Committee, or
both, as the Board shall from time to time determine.  The Board may likewise
provide that the Corporation shall reimburse each director or member of a
Committee for any expenses incurred on account of attendance at any such
meeting.  Nothing contained in this Section shall be construed to preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor.

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                                  ARTICLE III
                            COMMITTEES OF THE BOARD


                                   COMMITTEES

  SECTION 1. The Board shall elect as promptly as practicable from its members,
by the affirmative vote of a majority of the whole Board, an Audit Committee, a
Compensation Committee, a Nominating Committee and any other Committee which the
Board may by resolution prescribe. Any such other Committee shall be comprised
of such persons and shall possess such authority as shall be set forth in such
resolution.


                                   PROCEDURE

  SECTION 2.  Each Committee shall fix its own rules of procedure and shall meet
where and as provided by such rules.  Unless otherwise stated in these By-Laws,
a majority of a Committee shall constitute a quorum.

  In the absence or disqualification of a member of any Committee, the members
of such Committee present at any meeting, and not disqualified from voting,
whether or not they constitute a quorum, may unanimously appoint another member
of the Board to act at the meeting in the place of any such absent or
disqualified member.  Fees in connection with such appointments shall be
established by the Board.


                              REPORTS TO THE BOARD

  SECTION 3.  All completed actions by the Audit, Compensation and Nominating
Committees shall be reported to the Board at the next succeeding Board meeting.


                                AUDIT COMMITTEE

  SECTION 4. The Board shall elect as promptly as practicable an Audit Committee
consisting of such number of members of the Board as shall be determined from
time to time by resolution adopted by a majority of the whole Board, none of
whom shall be officers or employees of the Corporation or any subsidiary of the
Corporation. The Board shall appoint a Chairman of such Committee who shall be
one of its members. The Audit Committee shall have such authority and duties as
the Board by resolution shall prescribe.

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                            COMPENSATION COMMITTEE
                                   
  SECTION 5. The Board shall elect as promptly as practicable a Compensation
Committee consisting of such number of members of the Board as shall be
determined from time to time by resolution adopted by a majority of the whole
Board, none of whom shall be officers or employees of the Corporation or any
subsidiary of the Corporation. The Board shall appoint a Chairman of such
Committee who shall be one of its members. The Compensation Committee shall have
such authority and duties as the Board by resolution shall prescribe.


                             NOMINATING COMMITTEE

  SECTION 6. The Board shall elect as promptly as practicable a Nominating
Committee consisting of such number of members of the Board as shall be
determined from time to time by resolution adopted by a majority of the whole
Board. The Board shall appoint a Chairman of such Committee who shall be one of
its members. The Nominating Committee shall have such authority and duties as
the Board by resolution shall prescribe.


                                   ARTICLE IV
                                    OFFICERS


                               GENERAL PROVISIONS

  SECTION 1. The officers of the Corporation shall be a Chairman  who shall be
designated the Chief Executive Officer,  a Secretary, and such other officers as
the Board may from time to time designate or authorize.  Insofar as permitted by
statute, the same person may hold two or more offices.  Each such officer shall
hold office until his or her successor is elected or his or her earlier death,
resignation, or removal.

     The Board shall elect any officer who, at the time of election, is subject
to Section 16(a) and Section 16(b) of the Securities Exchange Act of 1934.
Unless determined otherwise by the Board, the Chief Executive Officer shall be
authorized to elect all other officers.

     Any officer may be removed, with or without cause, at any time by the
Board.  Subject to the foregoing, any officer who is not elected by the Board
shall hold office at the discretion of the Chief Executive Officer.

     A vacancy in any office may be filled for the unexpired portion of the
term in the same manner as provided in these By-Laws for election to such
office.

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                POWERS AND DUTIES OF THE CHIEF EXECUTIVE OFFICER

  SECTION 2.  The Chief Executive Officer shall have general charge and
management of the affairs, property and business of the Corporation, subject to
the Board and the provisions of these By-Laws.  The Chief Executive Officer
shall perform all duties assigned to him or her in these By-Laws and such other
duties as may from time to time be assigned to him or her by the Board.

  The Chief Executive Officer or, in his or her absence, such director as the
Board may select, shall preside at all meetings of stockholders and the Board.


                      POWERS AND DUTIES OF OTHER OFFICERS

  SECTION 3.  The Secretary or any Assistant Secretary shall attend and record
the proceedings of all meetings of stockholders and the Board, and unless
otherwise directed by the Board, of all Committees of the Board, in books kept
for that purpose; shall see that all notices are given and records and reports
properly kept and filed by the Corporation as required by these By-Laws or as
required by law; shall have charge of and control over the records of the
Corporation and the certificate books, transfer books and stock ledgers and such
other books and papers as the Board may direct; shall be the custodian of the
corporate seal and shall see that it is affixed to all documents to be executed
on behalf of the Corporation under its seal; and shall perform such other duties
as may be required by the Board or the Chief Executive Officer.

  SECTION 4.  Each other officer of the Corporation shall have such powers and
perform such duties as are incident to their respective offices or as may be
designated by the Chief Executive Officer, subject to the supervision and
direction of the Board.

                            COMPENSATION OF OFFICERS

  SECTION 5. Unless otherwise determined by the Board, the annual base salary,
any executive perquisite, and any bonus or incentive award (exclusive of any
stock option grant or stock award) of any officer subject to Section 16(a) and
Section 16(b) of the Securities Exchange Act of 1934 shall be fixed, or made, as
the case may be, by the Compensation Committee.  The annual base salary, any
executive perquisite, and any bonus or incentive award for other officers and
employees shall be fixed by the Chief Executive Officer unless otherwise
required by resolution of the Board or provision of any relevant plan.  Any
stock option grant or stock award intended to comply with the requirements of
Securities and Exchange Commission Rule 16b-3 to an officer who, at the time the
grant or award is made or any other action is taken with respect thereto, is
subject to Section 16(a) and Section 16(b) of the Securities Exchange Act of
1934 shall be granted or awarded or acted upon solely by the Compensation
Committee or a subcommittee thereof.  Stock option grants or stock awards to
other officers and employees or any other action taken with respect thereto
shall be made or taken by the Chief Executive Officer unless otherwise required
by resolution of the Board or provision of any relevant plan, and the Chief
Executive Officer is hereby designated as a Committee of the Board for this
purpose.

A report shall be made annually to the Compensation Committee by the Chief
Executive Officer detailing the compensation paid (including any stock option
grant, stock award or other equity-based award, and any executive perquisite) to
any officer or

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employee of the Corporation the sum of whose bonus or incentive awards for any
calendar year and annual base salary for such year is $250,000 or more. The
report shall contain such other data as the Compensation Committee from time to
time shall deem appropriate.


                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

  SECTION 6.1.  Right to indemnification.  The Corporation shall indemnify and
hold harmless, to the fullest extent permitted by applicable law as it presently
exists or may hereafter be amended, any person who was or is made or is
threatened to be made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding"), by reason of the fact that he or she, or a person for whom he or
she is the legal representative, is or was a director of officer of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust, enterprise or nonprofit entity, including service with
respect to employee benefit plans (an "indemnitee"), against all liability and
loss suffered and expenses (including attorneys' fees) reasonably incurred by
such indemnitee.  Subject to Section 14.3 hereof, the Corporation shall be
required to indemnify an indemnitee in connection with a proceeding (or part
thereof) initiated by such indemnitee only if the initiation of such proceeding
(or part thereof) by the indemnitee was authorized by the Board of Directors of
the Corporation.

  SECTION 6.2.  Prepayment of Expenses.  The Corporation shall pay the expenses
(including attorneys' fees) incurred by an indemnitee in defending any
proceeding in advance of its final disposition, provided, however, that the
payment of expenses incurred by a director of officer in advance of the final
disposition of the proceeding shall be made only upon receipt of an undertaking
by the director or officer to repay all amounts advanced if it should be
ultimately determined that the director or officer is not entitled to be
indemnified under this Section 14 or otherwise.

  SECTION 6.3.  Claims.  If a claim for indemnification or payment of expenses
under this Section 14 is not paid in full within ninety days after a written
claim therefor by the indemnitee has been received by the Corporation, the
indemnitee may file suit to recover the unpaid amount of such claim and, if
successful in whole or in part, shall be entitled to be paid the expense of
prosecuting such claim.  In any such action the Corporation shall have the
burden of proving that the indemnitee was not entitled to the requested
indemnification or payment of expenses under applicable law.

  SECTION 6.4.  Nonexclusivity of Rights.  The rights conferred on any person by
this Section 14 shall not be exclusive of any other rights which such person may
have or hereafter acquire under any statute, provision of the Certificate of
Incorporation, these By-Laws, agreement, vote of stockholders or disinterested
directors or otherwise.

  SECTION 6.5.  Other Indemnification.  The Corporation's obligation, if any, to
indemnify or advance expenses to any person who was or is serving at its request
as a

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director, officer, employee or agent of another corporation, partnership, joint
venture, trust, enterprise or nonprofit entity shall be reduced by any amount
such person may collect as indemnification from such other corporation,
partnership, joint venture, trust, enterprise or nonprofit entity.

  SECTION 6.6.  Amendment or Repeal.  Any repeal or modification of the
foregoing provisions of Section 14 shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.


                                   ARTICLE V
                                 CAPITAL STOCK


                             CERTIFICATES OF STOCK

  SECTION 1.  Certificates of stock certifying the number of shares owned shall
be issued to each stockholder in such form not inconsistent with the Certificate
of Incorporation as shall be approved by the Board.  Such certificates of stock
shall be numbered and registered in the order in which they are issued and shall
be signed by the Chairman, the President or a Vice President, and by the
Secretary or an Assistant Secretary.  Any and all the signatures on the
certificates may be a facsimile.


                               TRANSFER OF SHARES

  SECTION 2.  Transfers of shares shall be made only upon the books of the
Corporation by the holder, in person, or by power of attorney duly executed and
filed with the Secretary of the Corporation, and on the surrender of the
certificate or certificates of such shares, properly assigned.  The Corporation
may, if and whenever the Board shall so determine, maintain one or more offices
or agencies, each in charge of an agent designated by the Board, where the
shares of the capital stock of the Corporation shall be transferred and/or
registered.  The Board may also make such additional rules and regulations as it
may deem expedient concerning the issue, transfer and registration of
certificates for shares of the capital stock of the Corporation.


                     LOST, STOLEN OR DESTROYED CERTIFICATES

  SECTION 3.  The Corporation may issue a new certificate of capital stock of
the Corporation in place of any certificate theretofore issued by the
Corporation, alleged to have been lost, stolen or destroyed, and the Corporation
may, but shall not be obligated to, require the owner of the alleged lost,
stolen or destroyed certificate, or his or her legal representatives, to give
the Corporation a bond sufficient to indemnify it against any claim that may be
made against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate, as the officers of the
Corporation may, in their discretion, require.

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                             FIXING OF RECORD DATE

  SECTION 4.  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 for the purpose of any other lawful action the Board may
fix, in advance, a record date, which shall not be more that 60 nor less than 10
days before the date of such meeting, nor more than 60 days prior to any other
action.  A determination of stockholders entitled to notice of or to vote at a
meeting of the stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board may fix a new record date for the adjourned
meeting.


                                   ARTICLE VI
                          CONSENTS TO CORPORATE ACTION


                                  RECORD DATE

  SECTION 1.  The record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting shall be as fixed by
the Board or as otherwise established under this Section.  Any person seeking to
have the stockholders authorize or take corporate action by written consent
without a meeting shall by written notice addressed to the Secretary and
delivered to the Corporation, request that a record date be fixed for such
purpose.  The Board may fix a record date for such purpose which shall be no
more than 10 days after the date upon which the resolution fixing the record
date is adopted by the Board and shall not precede the date such resolution is
adopted.  If the Board fails within 10 days after the Corporation receives such
notice to fix a record date for such purpose, the record date shall be the day
on which the first written consent is delivered to the Corporation in the manner
described in Section 2 below unless prior action by the Board is required under
the General Corporation Law of Delaware, in which event the record date shall be
at the close of business on the day on which the Board adopts the resolution
taking such prior action.


                                   PROCEDURES

  SECTION 2.  Every written consent purporting to authorize or to take corporate
action and/or related revocations (each such written consent and related
revocation is referred to in this Article VI as a "Consent") shall bear the date
of signature of each stockholder who signs the Consent, and no Consent shall be
effective to take the corporate action referred to therein unless, within 60
days of the earliest dated Consent delivered in the manner required by this
Section 2, Consents signed by a sufficient number of stockholders to take such
action are delivered to the Corporation.

  A Consent shall be delivered to the Corporation by delivery to its registered
office in the State of Delaware, its principal place of business, or an officer
or agent of the Corporation having custody of the book in which proceedings of
meetings of stockholders are recorded.  Delivery to the Corporation's registered
office shall be made by hand or by certified or registered mail, return receipt
requested.



  In the event of the delivery to the Corporation of a Consent, the Secretary of
the Corporation shall provide for the safe-keeping of such Consent and shall
promptly

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conduct such ministerial review of the sufficiency of the Consents and of the
validity of the action to be taken by shareholder consent as he or she deems
necessary or appropriate, including, without limitation, whether the holders of
a number of shares having the requisite voting power to authorize or take the
action specified in the Consent have given consent; provided, however, that if
the corporate action to which the Consent relates is the removal or replacement
of one or more members of the Board, the Secretary of the Corporation shall
promptly designate two persons, who shall not be members of the Board, to serve
as Inspectors with respect to such Consent and such Inspectors shall discharge
the functions of the Secretary of the Corporation under this Section 2. If after
such investigation the Secretary or the Inspectors (as the case may be) shall
determine that the Consent is valid and that the action therein specified has
been validly authorized, that fact shall forthwith be certified on the records
of the Corporation kept for the purpose of recording the proceedings of meetings
of stockholders, and the Consent shall be filed in such records, at which time
the Consent shall become effective as stockholder action. In conducting the
investigation required by this Section 2, the Secretary or the Inspectors (as
the case may be) may, at the expense of the Corporation, retain special legal
counsel and any other necessary or appropriate professional advisors, and such
other personnel as they may deem necessary or appropriate, to assist them, and
shall be fully protected in relying in good faith upon the opinion of such
counsel or advisors.


                                  ARTICLE VII
                                 MISCELLANEOUS


                             DIVIDENDS AND RESERVES

  SECTION 1.  Dividends upon the capital stock of the Corporation may be
declared as permitted by law by the Board at any regular or special meeting.
Before payment of any dividend or making any distribution of profits, there may
be set aside out of the surplus or net profits of the Corporation such sum or
sums as the Board, from time to time, in their absolute discretion, think proper
as a reserve fund to meet contingencies, or for such other purposes as the Board
shall think conducive to the interests of the Corporation, and any reserve so
established may be abolished and restored to the surplus account by like action
of the Board.


                                      SEAL

  SECTION 2.  The seal of the Corporation shall bear the corporate name of the
Corporation, the year of its incorporation and the words "Corporate Seal,
Delaware".

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                                     WAIVER

  SECTION 3.  Whenever any notice whatsoever is required to be given by statute
or under the provisions of the Certificate of Incorporation or these By-Laws, a
waiver thereof in writing signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.


                                  FISCAL YEAR

  SECTION 4.  The fiscal year of the Corporation shall begin with January first
and end with December thirty-first.


                                   AMENDMENTS

  SECTION 5.  The Board from time to time shall have the power to make, alter,
amend or repeal any and all of these By-Laws and additional By-Laws, but any By-
Laws or additional By-Laws, so made, altered, amended or repealed by the Board
may be amended, altered or repealed by the stockholders.

                                     -13-