Exhibit 3.3

                                     BY-LAWS

                              PMCC FINANCIAL CORP.


                                    ARTICLE I

                                     Offices

               SECTION 1. Registered Office and Agent. The registered office and
the registered  agent of the  Corporation  shall be located at such place as the
Board of Directors may from time to time  designate.

               SECTION 2. Other Offices.  The  Corporation may also have offices
at such other  places both within and without the State of Delaware as the Board
of Directors may from time to time determine or the business of the  Corporation
may require.

                                   ARTICLE II

                                  Stockholders

               SECTION 1. Annual Meeting. The annual meeting of the stockholders
of the  Corporation  shall be held on such date,  at such time and at such place
within or without  the State of Delaware  as may be  designated  by the Board of
Directors, for the purpose of electing Directors and for the transaction of such
other business as may be properly bought before the meeting.

               SECTION   2.   Special   Meetings.   Special   meetings   of  the
stockholders,  for any  purpose or  purposes,  unless  otherwise  prescribed  by
statute or the Certificate of  Incorporation,  may be called by the President or
the Board of Directors. Any special meeting of the stockholders shall be held on
such  date,  at such  time and at such  place  within  or  without  the State of
Delaware as the President or Board of Directors may designate.

               SECTION 3. Notice of Meetings.  Except as  otherwise  provided in
these  By-Laws or by law, a written  notice of each meeting of the  stockholders
shall be given,  either  personally or by mail,  not less than ten (10) nor more
than  sixty  (60)  calendar  days  before  the  date  of the  meeting,  to  each
stockholder  of the  Corporation  entitled  to  vote  at  such  meeting  at such
stockholder's address as it appears on the books and records of the Corporation.
The notice shall state the place,  date and hour of the meeting and, in the case
of a special meeting, the purpose for which the meeting is called.

               SECTION 4.  Adjourned  Meetings.  When a meeting is  adjourned to
another time or place,  notice need not be given of the adjourned meeting if the
time and place thereof are announced at the meeting at which the  adjournment is
taken. At the adjourned meeting, the stockholders, or the holder of any class of
stock entitled to vote  separately as a class,  as the case may be, may transact
any business which might have been transacted by them at the original

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meeting.  If the  adjournment  is for more than thirty (30) calendar days, or if
after the  adjournment a new record date is fixed for the adjourned  meeting,  a
notice of the  adjourned  meeting shall be given to each  stockholder  of record
entitled to vote at the adjourned meeting.

               SECTION 5.  Organization.  The President shall act as chairman of
all  meetings of the  stockholders.  In the absence of the  President,  any Vice
President  designated by the Board or, in the absence of any such  officer,  any
person  designated by the holders of a majority in number of the shares of stock
of the  Corporation  present in person or  represented  by proxy and entitled to
vote at such meeting shall act as chairman of the meeting.  The Secretary of the
Corporation shall act as secretary of all meetings of the stockholders,  but, in
the absence of the Secretary, the chairman of the meeting may appoint any person
to act as  secretary of the  meeting.  It shall be the duty of the  Secretary to
prepare  and make,  at least ten (10)  calendar  days  before  every  meeting of
stockholders,  a complete list of stockholders entitled to vote at such meeting,
arranged in alphabetical  order and showing the address of each  stockholder and
the number of shares registered in the name of each stockholder. Such list shall
be open,  either at the  offices of the  Corporation  or at the place  where the
meeting  is to be held,  for the ten  (10)  calendar  days  next  preceding  the
meeting,  to the examination of any stockholder,  for any purpose germane to the
meeting,  during ordinary  business hours, and shall be produced and kept at the
time and place of the meeting  during the whole time  thereof and subject to the
inspection of any stockholder who may be present.

               SECTION 6.  Quorum.  The  holders of a majority  of the shares of
stock issued and outstanding  and entitled to vote,  represented in person or by
proxy,  shall  constitute a quorum at all meetings of the  stockholders  for the
transaction  of  business,  except as  otherwise  provided  by statute or by the
Certificate of Incorporation.  If, however,  such quorum shall not be present or
represented  at any meeting of the  stockholders,  the  stockholders  present in
person or  represented by proxy shall have the power to adjourn the meeting from
time to time,  without notice other than  announcement  at the meeting,  until a
quorum shall be present or  represented.  At such  adjourned  meeting at which a
quorum shall be present or  represented,  any business may be  transacted  which
might have been transacted at the meeting as originally notified.

               SECTION  7.  Voting.   Except  as   otherwise   provided  in  the
Certificate of Incorporation  or by law, each  stockholder  shall be entitled to
one vote for each share of the capital  stock of the  Corporation  registered in
the name of such stockholder upon the books of the Corporation. Each stockholder
entitled to vote at a meeting of  stockholders  may authorize  another person or
persons to act for such  stockholder by proxy, but such proxy shall not be voted
or acted upon after three (3) years from its date, unless the proxy provides for
a longer  period.  When directed by the presiding  officer or upon the demand of
any stockholder, the vote upon any matter before a meeting of stockholders shall
be by ballot.  Except as  otherwise  provided  by law or by the  Certificate  of
Incorporation,  (a) each  Director  shall be elected by a plurality of the votes
cast at a meeting of  stockholders by the  stockholders  entitled to vote in the
election;  and (b)  whenever  any  corporate  action  other than the election of
Directors is to be taken, it shall be authorized by a majority of the votes cast
at a meeting of  stockholders  by the  stockholders  entitled  to vote  thereon.
Shares of the capital stock of the  Corporation  belonging to the Corporation or
to another  corporation,  if a majority  of the shares  entitled  to vote in the
election of

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directors of such other  corporation  is held,  directly or  indirectly,  by the
Corporation,  shall  neither  be  entitled  to vote nor be  counted  for  quorum
purposes.

               SECTION  8.  Procedure.  At each  meeting  of  stockholders,  the
Chairman of the meeting  shall fix and announce the date and time of the opening
and the closing of the polls for each matter  upon which the  stockholders  will
vote at the meeting and shall  determine the order of business and other matters
of  procedure.  Except  to the  extent  inconsistent  with  any such  rules  and
regulations  as adopted by the Board of  Directors,  the chairman of the meeting
may establish rules, which need not be in writing,  to maintain order and safety
and for the conduct of the meeting.  Without  limiting the foregoing,  he or she
may:

                         (a)  restrict  attendance  at any  time  to  bona  fide
stockholders  of record and their proxies and other persons in attendance at the
invitation of the chairman;

                         (b) restrict  dissemination  of solicitation  materials
and use of audio or visual  recording  devices  at the  meeting;

                         (c)  establish  seating  arrangements;  (d) adjourn the
meeting  without a vote of the  stockholders,  whether  or not there is a quorum
present; and

                         (e) make rules governing  speeches and debate including
time limits and access to  microphones.

               The  chairman  of  the  meeting  acts  in  his  or  her  absolute
discretion  and his or her  rulings  are  not  subject  to  appeal.

               SECTION  9.  Inspectors.  The Board of  Directors  by  resolution
shall,  in  advance  of  any  meeting  of  stockholders,  appoint  one  or  more
inspectors,  which inspector or inspectors may include individuals who serve the
Corporation in other capacities,  including,  without  limitation,  as officers,
employees,  agents or representatives of the Corporation,  to act at the meeting
and make a written report thereof.  One or more persons may be designated by the
Board of Directors as alternate inspectors to replace any inspector who fails to
act.  If an  inspector  or  alternate  is  not  able  to  act  at a  meeting  of
stockholders,  the chairman of the meeting shall, appoint one or more inspectors
to act at the meeting.  Each  inspector,  before  discharging his or her duties,
shall take and sign an oath  faithfully to execute the duties of inspector  with
strict  impartiality  and  according  to the  best  of his or her  ability.  The
inspectors  shall have the duties  prescribed by the General  Corporation Law of
the State of Delaware.

                                   ARTICLE III

                                    Directors

               SECTION 1. Number.  The Board of Directors  shall consist of such
number of directors, not less than three nor more than ten, as shall be fixed by
the Board of Directors in accordance  with Article Eighth of the  Certificate of
Incorporation. A director need not be a stockholder.

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               SECTION  2.  Vacancies.  Any  vacancy  occurring  in the Board of
Directors  shall be filled  by the Board of  Directors  in  accordance  with the
provisions of Article Eighth of the Certificate of Incorporation.

               SECTION 3. Removal. Directors may only be removed as provided for
in the Corporation's Certificate of Incorporation.

               SECTION 4. Powers.  The business affairs of the Corporation shall
be managed by its Board of  Directors  which may exercise all such powers of the
Corporation  and do all such  lawful acts and things as are not by statute or by
the Certificate of  Incorporation or by these By-laws directed or required to be
exercised or done by the stockholders.

                                   ARTICLE IV

                       Meetings of the Board of Directors

               SECTION 1. Place of Meeting.  The Board of Directors may hold its
meetings  in such place or places in the State of  Delaware or outside the State
of Delaware as the Board of Directors from time to time shall determine.

               SECTION 2.  Regular  Meetings.  Regular  meetings of the Board of
Directors  shall be held at such times and places as the Board of Directors from
time to time by resolution shall determine.  No notice shall be required for any
regular meeting of the Board of Directors, but a copy of every resolution fixing
or  changing  the time or place of  regular  meetings  shall be  mailed to every
Director  at least  five (5)  calendar  days  before the first  meeting  held in
pursuance thereof.

               SECTION 3.  Special  Meetings.  Special  Meetings of the Board of
Directors  may be  called  by the  President  on ten (10)  days  notice  to each
Director; Special Meetings shall be called by the President or Secretary in like
manner and on like notice on the written  request of two Directors.  Notice need
not be given to any  Director  who signs a waiver of notice,  whether  before or
after the meeting.

               Notice of the day,  hour and  place of  holding  of each  special
meeting  shall be given (i) by mailing the same at least four (4) calendar  days
before the meeting; or (ii) by causing the same to be transmitted by telecopier,
telegraph or cable (A) at least  twenty-four  (24) hours before the meeting;  or
(B) in the case of meeting held in accordance with Section 7 of this Article IV,
at least six (6) hours before the meeting, in each case to each Director. Unless
otherwise indicated in the notice thereof,  any and all business,  other than an
amendment of these  By-Laws,  may be transacted at any special  meeting,  and an
amendment of these  By-Laws may be acted upon if the notice of the meeting shall
have stated that the  amendment  of these  By-Laws is one of the purposes of the
meeting.  At any meeting at which every Director  shall be present,  even though
without any notice,  any business may be transacted,  including the amendment of
these  By-Laws.

               SECTION  4.  Quorum.  A majority  of the  members of the Board of
Directors  in  office  (but in no  case  less  than  two  (2)  Directors)  shall
constitute a quorum for the  transaction of business,  and,  except as otherwise
provided in the Certificate of Incorporation, the vote of the

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majority of the  Directors  present at any meeting of the Board of  Directors at
which a quorum is present shall be the act of the Board of Directors.  If at any
meeting  of the  Board of  Directors  there is less  than a  quorum  present,  a
majority of those present may adjourn the meeting from time to time.

               SECTION 5. Organization.  The President shall act as chairman and
preside  at all  meetings  of the  Board of  Directors.  In the  absence  of the
President,  any Vice  Chairman  or Vice  President  shall act as chairman of the
meeting. The Secretary of the Corporation shall act as secretary of all meetings
of the Board of Directors, but, in the absence of the Secretary, the chairman of
the meeting may appoint any person to act as secretary  of the meeting.

               SECTION 6.  Committees.  The Board of  Directors,  by  resolution
adopted by a majority of the number of Directors  then in office,  may designate
one or more Directors to constitute an executive committee,  which committee, to
the extent  provided  in such  resolution,  shall have and  exercise  all of the
authority of the Board of Directors in the management of the Corporation, except
as otherwise required by law. Vacancies in the membership of the committee shall
be filled by the Board of Directors at a regular or special meeting of the Board
of  Directors.  The  executive  committee  shall  keep  regular  minutes  of its
proceeding and report the same to the Board when required.

               SECTION  7.  Conference  Telephone  Meetings.   Unless  otherwise
restricted by the Certificate of Incorporation or by these By-Laws,  the members
of the Board of Directors or any committee  designated by the Board of Directors
may participate in a meeting of the Board of Directors or such committee, as the
case  may be,  by  means  of  conference  telephone  or  similar  communications
equipment  by means of which all persons  participating  in the meeting can hear
each other, and such  participation  shall constitute being present in person at
such  meeting.

               SECTION 8.  Consent of Directors or Committee in Lieu of Meeting.
Unless  otherwise  restricted by the  Certificate of  Incorporation  or by these
By-Laws,  any action  required  or  permitted  to be taken at any meeting of the
Board of Directors,  or of any committee thereof, may be taken without a meeting
if all  members  of the Board of  Directors  or  committee,  as the case may be,
consent  thereto  in writing  and the  writing  or  writings  are filed with the
minutes of proceedings  of the Board of Directors or committee,  as the case may
be.

               SECTION 9.  Compensation.  For their  services as Directors or as
members  of  committees,   every  Director  shall  receive  such   compensation,
attendance fees and other allowances as determined by resolution of the Board of
Directors.

                                    ARTICLE V

                                    Officers

               SECTION 1. Officers.  The officers of the Corporation  shall be a
Chief  Executive  Officer,  President,  one or  more  Vice  Presidents  who  are
specifically  designated  as officers and who may be designated  Executive  Vice
Presidents or Senior Vice Presidents, a Secretary,  Chief Financial Officer, and
such additional officers, if any, as shall be elected by the Board of

<PAGE>

Directors  pursuant to the  provisions of Section 2 of this Article V. The Chief
Executive Officer,  the President,  one or more Vice Presidents,  the Secretary,
the Chief  Financial  Officer  shall be elected by the Board of Directors at its
first meeting after such annual meeting of the stockholders. The failure to hold
such election  shall not of itself  terminate the term of office of any officer.
All officers  shall hold their  offices for such terms and shall  exercise  such
powers and perform such duties as shall be  determined  from time to time by the
Board of Directors or as shall be confirmed or required by law or these  By-Laws
or as shall be incidental to the office. Any officer may resign at any time upon
written notice to the Corporation. Officers may, but need not, be Directors. Any
number of offices  may be held by the same  person.  Any  officer may be removed
with or without cause at any time by the  affirmative  vote of a majority of the
Board of Directors.  Any vacancy caused by the death of any officer,  his or her
resignation,  his or her removal,  or  otherwise,  may be filled by the Board of
Directors,  and any officer so elected  shall hold office at the pleasure of the
Board of Directors.

               SECTION 2. Additional  Officers.  The Board of Directors may from
time to time elect such other  officers  (who may, but need not, be  Directors),
including,  but not limited to,  Treasurer,  Controller,  Assistant  Treasurers,
Assistant  Secretaries  and  Assistant  Controllers,   as  the  Board  may  deem
advisable,  and such officers  shall have such  authority and shall perform such
duties as may from time to time be assigned  to them by the Board of  Directors,
the President or as shall be conferred or required by law or these By-Laws or as
shall be incidental to the office.

                                   ARTICLE VI

                           Stock, Seal and Fiscal Year

               SECTION 1. Certificates for Shares. The shares of the Corporation
shall be represented by certificates signed by the President or a Vice President
and by the Chief Financial Officer or the Secretary or an Assistant Secretary of
the  Corporation,  and may be  sealed  with  the  seal of the  Corporation  or a
facsimile  thereof.

               When the  Corporation  is authorized to issue shares of more than
one class, there shall be set forth upon the face or back of the certificate, or
the certificate  shall have a statement that the Corporation will furnish to any
stockholder   upon  request  and  without  charge,   a  full  statement  of  the
designations, preferences, limitations and relative rights of the shares of each
class authorized to be issued and, if the Corporation is authorized to issue any
preferred or special class in series,  the variations in the relative rights and
preferences  between the shares of each such series so far as the same have been
fixed and  determined  and the  authority  of the Board of  Directors to fix and
determine  the  relative  rights  and  preferences  of  subsequent  series.

               The  signatures  of  the  officers  of  the  Corporation  upon  a
certificate may be facsimiles if the certificate is  countersigned by a transfer
agent,  or registered by a registrar,  other than the  Corporation  itself or an
employee  of the  Corporation.  In case  any  officer  who has  signed  or whose
facsimile  signature has been placed upon such certificate  shall have ceased to
be such  officer  before  such  certificate  is issued,  it may be issued by the
Corporation  with the same effect as if he were such  officer at the date of its
issue.

               SECTION 2. Lost Certificates. The Board of Directors may direct a
new

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certificate to be issued in place of any certificate  theretofore  issued by the
Corporation alleged to have been lost or destroyed.  When authorizing such issue
of a new  certificate,  the  Board  of  Directors,  in its  discretion  and as a
condition  precedent  to the  issuance  thereof,  may  prescribe  such terms and
conditions as it deems  expedient,  and may require such indemnities as it deems
adequate,  to protect the Corporation from any claim that may be made against it
with respect to any such certificate alleged to have been lost or destroyed.

               SECTION 3. Transfer of Shares. Shares of stock of the Corporation
shall  be  transferred  on the  books  of the  Corporation  by the  recordholder
thereof,  in person or by such holder's attorney duly authorized in writing upon
surrender to the  Corporation  or the  transfer  agent of the  Corporation  of a
certificate  representing shares duly endorsed or accompanied by proper evidence
of succession,  assignment or authority to transfer.  Upon such surrender, a new
certificate  shall  be  issued  to the  person  entitled  thereto,  and  the old
certificate  cancelled  and the  transaction  recorded  upon  the  books  of the
Corporation,  except as otherwise  required by law.

               SECTION 4. Regulations.  The Board of Directors, the President or
the Secretary  shall have power and authority to make such rules and regulations
as it or such  officer  may  deem  expedient  concerning  the  issue,  transfer,
registration  or  replacement  of  certificates  for  shares  of  stock  of  the
Corporation.

               SECTION  5.  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 entitled to receive payment of any
dividend  or other  distribution  or  allotment  of any  rights,  or entitled to
exercise any rights in respect of any change,  conversation or exchange of stock
or for the purpose of any other lawful action,  as the case may be, the Board of
Directors may fix, in advance,  a record date which shall be not more than sixty
(60)  calendar days nor less than ten (10) calendar days before the date of such
meeting, nor more than sixty (60) calendar days prior to any other action.

               If no  record  date is fixed,  the  record  date for  determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day next preceding the day on which notice is
given,  or, if  notice  is  waived,  at the  close of  business  on the day next
preceding  the day on  which  the  meeting  is  held,  and the  record  date for
determining stockholders for any other purpose shall be at the close of business
on the day on which  the  Board of  Directors  adopts  the  resolution  relating
thereto.  A determination  of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

               SECTION 6.  Registered  Stockholders.  The  Corporation  shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and  assessments a person  registered on its books as the owner
of shares,  and shall not be bound to recognize  any equitable or other claim to
or interest in such shares or shares on the part of any other person, whether or
not it shall have express or other notice thereof,  except as otherwise provided
by the laws of the State of Delaware.


<PAGE>

               SECTION  7.   Dividends.   Subject  to  the   provisions  of  the
Certificate of Incorporation, the Board of Directors shall have power to declare
and pay dividends upon shares of stock of the Corporation, but only out of funds
available  for the  payment of  dividends  as  provided  by law.

               Subject to the provisions of the  Certificate  of  Incorporation,
any  dividends  declared upon the stock of the  Corporation  shall be payable on
such date or dates as the Board of Directors shall  determine.  If the day fixed
for the  payment of any  dividend  shall in any year fall upon a legal  holiday,
then the dividend payable on such date shall be paid on the next day not a legal
holiday.

               SECTION 8. Corporate Seal. The Corporation  shall have a suitable
seal,  containing the name of the Corporation.  The Secretary shall have custody
of the seal,  but he or she may  authorize  others  to keep and use a  duplicate
seal.

               SECTION 9.  Checks.  All checks or demands for money and notes of
the Corporation shall be signed by such officer or officers or such other person
or persons as the Board of Directors  may from time to time  designate.

               SECTION 10. Fiscal Year. The fiscal year of the Corporation shall
be such fiscal year as the Board of  Directors  from time to time by  resolution
shall determine.

                                   ARTICLE VII

                            Miscellaneous Provisions

               SECTION 1.  Waivers of Notice.  Whenever  any notice  whatever is
required to be given by law, by the  Certificate  of  Incorporation  or by these
By-Laws to any person or persons,  a waiver  thereof in  writing,  signed by the
person or  persons  entitled  to the  notice,  whether  before or after the time
stated therein, shall be deemed equivalent thereto.  Attendance of a person at a
meeting  shall  constitute a waiver of notice of such  meeting,  except when the
person  attends a meeting for the express  purpose of objecting at the beginning
of the meeting to the  transaction  of any  business  because the meeting is not
lawfully called or convened.

               SECTION 2. Indemnification. The Corporation shall, to the maximum
extent  permitted  from time to time  under  the law of the  State of  Delaware,
indemnify  and upon  request may advance  expenses to any person who is or was a
party to any threatened, pending or completed action, suit, proceeding or claim,
whether civil, criminal,  administrative or investigative, by reason of the fact
that  he or she is or was or has  agreed  to be a  trustee,  director,  officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation  as a  trustee,  director,  officer,  employee  or agent of  another
corporation,  partnership,  joint venture,  trust or other  enterprise,  against
expenses (including attorneys' fees and expenses),  judgment,  fines,  penalties
and amounts paid in settlement  incurred in connection  with the  investigation,
preparation to defend or defense of any such action, suit,  proceeding or claim.
Such  indemnification  shall not be  exclusive of other  indemnification  rights
arising  under any by-law,  agreement,  vote of  directors  or  stockholders  or
otherwise and shall inure to the benefit of the heirs and legal  representatives
of such person.

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          The Corporation may purchase and maintain  insurance on any person who
is or was a trustee, director,  officer, employee or agent of the Corporation or
is or was  serving at the  request of the  Corporation  as a trustee,  director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or other  enterprise,  against any  liability  incurred by him in any such
position  or arising out of his status as such,  whether or not the  Corporation
would have the power to indemnify him against such liability  under this Article
VII, Section 2.

          SECTION 3.  Amendments.  These  By-Laws  may be altered,  amended,  or
repealed or new By-Laws may be adopted by the affirmative  vote of a majority of
the  Board of  Directors  at any  regular  or  Special  Meeting  of the Board of
Directors,  subject  to  any  provision  in  the  Certificate  of  Incorporation
reserving to the stockholders the power to adopt, amend, or repeal By-Laws,  but
By-Laws  made by the Board of  Directors  may be  altered  or  repealed  and new
By-Laws made by the stockholders. The stockholders may prescribe that any By-Law
made by them shall not be altered or repealed by the Board of Directors.