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                                                                     Exhibit 3.2

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                          CANYON RESOURCES CORPORATION

                          AMENDED AND RESTATED BYLAWS


                                EFFECTIVE AS OF
                                 MARCH 25, 1998

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                                RESTATED BYLAWS
                                       OF
                          CANYON RESOURCES CORPORATION

                                   ARTICLE I.

                                    Offices

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

         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
shall be held at 10:00 o'clock in the morning on the first Wednesday in the
month of March in each year, beginning with the year 1980, or such other date
as the board shall determine, for the purpose of electing directors and for the
transaction of such other business as may come before the meeting.  If the day
fixed for the annual meeting shall be a legal holiday, such meeting shall be
held on the next succeeding business day.  If the election of directors shall
not be held on the day designated herein for any annual meeting of the
stockholders, or at any adjournment thereof, the board of directors shall cause
the election to be held at a special meeting of the stockholders as soon
thereafter as conveniently may be.

         Section 2.  Special Meetings.  Special meetings of the stockholders,
for any purpose, unless otherwise prescribed by statute, may be called by the
president, or by the board of directors, and shall be called by the president
at the request of the holders of not less than a majority of all the
outstanding shares of the corporation entitled to vote at the meeting.  Such
request shall state the purpose or purposes of the proposed meeting.

         Section 3.  Place of Meeting.  The board of directors may designate
any place, either within or outside Delaware, as the place for any annual
meeting or for any special meeting called by the board of directors.  A waiver
of notice signed by all stockholders entitled to vote at a meeting may
designate any place, either within or outside Delaware, as the place for such
meeting.  If no designation is made, or if a special meeting shall be called
otherwise than by the board, the place of meeting shall be the registered
office of the corporation in Delaware.





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         Section 4.  Fixing Date for Determination of Stockholders of Record.
For the purpose of determining stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or entitled 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 exercise any rights in respect of any change, conversion
or exchange of stock or for any other lawful action, the board of directors may
fix, in advance, a date as the record date for any such determination of
stockholders, which date shall not be more than sixty nor less than ten days
before the date of such meeting, nor more than sixty days prior to any other
action.  If no record date is fixed then the record date shall be:  (a) for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders the close of business on the day next preceding the day on which
the meeting is held; (b) for determining stockholders entitled to express
consent to corporate action in writing without a meeting, when no prior action
by the board of directors is necessary, the day on which the first written
consent is expressed, and (c) for determining stockholders for any other
purpose 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 a 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 5.  Notice of Meeting.  Written notice stating the place, day
and hour of the meeting, and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
nor more than sixty days before the date of the meeting, unless otherwise
required by statute, either personally or by mail, to each stockholder of
record entitled to vote at such meeting.  If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail, addressed to
the stockholder at his address as it appears on the stock books of the
corporation, with postage thereon prepaid.  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 corporation may transact any business
which might have been transacted at the original meeting.  If the adjournment
is more than thirty days, or if after 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 meeting.

         Section 6.  Voting Lists.  The officer who has charge of the stock
books 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, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder.  Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or if not so specified, at the place where the meeting
is to be held.  The list shall also be produced and kept at the time and place
of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.





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         Section 7.  Quorum.  A one-third of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders for the transaction of
business except as otherwise provided by statute or by the certificate of
incorporation.  If less than one-third of the outstanding shares are
represented at a meeting, a majority of the shares so represented may adjourn
the meeting from time to time in accordance with Section 5 of this Article,
until a quorum shall be present or represented.

         Section 8.  Manner of Acting.  When a quorum is present at any
meeting, the affirmative vote of a majority of the shares represented at the
meeting and entitled to vote on the subject matter shall be the act of the
stockholders, unless a different vote is required by law or the certificate of
incorporation, in which case such express provision shall govern.

         Section 9.  Informal Action by Stockholders.  Unless otherwise
provided in the certificate of incorporation, any action required or permitted
to be taken at any meeting of the stockholders may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were
present and voted.  Prompt notice of the taking of the corporate action without
a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.  In the event that the action
which is consented to is such as would have required the filing of a
certificate with the Secretary of State of Delaware under the General
Corporation Law of the State of Delaware, if such action had been voted on by
stockholders at a meeting thereof, the certificate filed shall state, in lieu
of any statement required under law concerning any vote of stockholders, that
written consent has been given in accordance with the provisions of law and
that written notice has been given as provided by law.

         Section 10.  Proxies.  Each stockholder entitled to vote at a meeting
of stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize any other person or persons to act for him by
proxy, but no such proxy shall be voted or acted upon after three years from
its date, unless the proxy provides for a longer period.

         Section 11.  Voting of Shares.  Unless otherwise provided in the
certificate of incorporation and subject to the provisions of Section 4 of this
Article, each stockholder shall be entitled to one vote for each share of
capital stock held by such stockholder.

         Section 12.  Voting of Shares by Certain Holders.  Persons holding
stock in a fiduciary capacity shall be entitled to vote the shares so held.
Persons whose stock is pledged shall be entitled to vote, unless in the
transfer by the pledgor on the books of the corporation he has expressly
empowered the pledgee to vote thereon, in which case only the pledgee or his
proxy may represent such shares and vote thereon.  If shares stand of record in
the names of two or more persons, whether fiduciaries, members of a
partnership, joint tenants, tenants in common, tenants by the entirety or
otherwise, or if two or more persons have the same fiduciary relationship





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respecting the same shares, unless the secretary of the corporation is given
written notice to the contrary and if furnished with a copy of the instrument
or order appointing them or creating the relationship wherein it is so
provided, their acts with respect to voting shall be as set forth in the
General Corporation Law of the State of Delaware.

                                  ARTICLE III.

                               Board of Directors

         Section 1.  General Powers.  The business and affairs of the
corporation shall be managed by or under the direction of its board of
directors, except as otherwise provided in the General Corporation Law of the
State of Delaware or the certificate of incorporation.

         Section 2.  Number, Tenure and Qualifications.  The number of
directors of the corporation shall be six.  A slate of two of the six directors
shall be elected at each annual meeting of stockholders, each slate to serve
for three year terms except as provided in Section 3 of this Article.  Each
director shall hold office until his successor shall have been elected and
qualified or until the earliest of his death, resignation, or removal.
Directors need not be residents of Delaware or stockholders of the corporation.

         Section 3.  Vacancies.  Any director may resign at any time by giving
written notice to the corporation.  Such resignation shall take effect at the
time specified therein; and unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective.  Any vacancy
or newly created directorship resulting from any increase in the authorized
number of directors may be filled by the affirmative vote of the majority of
directors then in office, although less than a quorum, or by a sole remaining
director, and a director so chosen shall hold office until the next annual
election and until his successor is duly elected and qualified, unless sooner
displaced.  If at any time, by reason of death, resignation or other cause the
corporation should have no directors in office, then an election of directors
may be held in the manner provided by law.  If, at the time of filling any
vacancy or any newly created directorship, the directors then in office shall
constitute less than a majority of the whole board (as constituted immediately
prior to any such increase), the Court of Chancery may, upon application of any
stockholder or stockholders holding at least ten percent of the total number of
outstanding shares at the time and who have the right to vote for such
directors, summarily order an election to be held to fill any such vacancies or
newly created directorships, or to replace the directors chosen by the
directors then in office.  When one or more directors shall resign from the
board, effective at a future date, a majority of the directors then in office,
including those who have so resigned, shall have the power to fill any vacancy
or vacancies, the vote thereon to take effect when such resignation or
resignations shall become effective, and each director so chosen shall hold
office until the next annual election and until his successor is duly elected
and qualified.

         Section 4.  Regular Meetings.  A regular meeting of the board of
directors shall be held without other notice than this bylaw immediately after
and at the same place as the annual meeting





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of stockholders.  The board of directors may provide by resolution the time and
place, either within or outside Delaware, for the holding of additional regular
meetings without other notice than such resolution.

         Section 5.  Special Meetings.  Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any two directors.  The person or persons authorized to call special
meetings of the board of directors may fix any place, either within or outside
Delaware, as the place for holding any special meeting of the board of
directors called by them.

         Section 6.  Notice.  Notice of any special meeting shall be given at
least five days previously thereto by written notice delivered personally or
mailed to each director at his business address, or by notice given at least
two days previously thereto by telegraph.  If mailed, such notice shall be
deemed to be delivered when deposited in the United States Mail so addressed,
with postage thereon prepaid.  If notice be given by telegram, such notice
shall be deemed to be delivered when the telegram is delivered to the telegraph
company.  Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the board of directors need be specified in the
notice or waiver of notice of such meeting.

         Section 7.  Quorum.  A majority of the number of directors fixed by
Section 2 of this Article shall constitute a quorum for the transaction of
business at any meeting of the board of directors, but if less than such
majority is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time, without notice other than announcement
at the meeting, until a quorum shall be present.

         Section 8.  Manner of Acting.  The vote of the majority of the
directors present at a meeting at which a quorum is present shall be the act of
the board of directors, except as may be otherwise specifically provided by law
or the certificate of incorporation.

         Section 9.  Removal.  Any director may be removed from office at any
time, but only for cause and only by the affirmative vote of the holders of at
least 66 2/3% of the voting power of all shares of the Corporation entitled to
vote for the election of directors.

         Section 10.  Committees.  The board of directors may, by resolution
passed by a majority of the whole board, designate one or more committees, each
committee to consist of one or more of the directors of the corporation.  The
board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee.  In the absence or disqualification of a member of a committee,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not they constitute a quorum, may unanimously appoint
another member of the board of directors to act at the meeting in the place of
such absent or disqualified member.  Any such committee, to the extent provided
in the resolution 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





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the corporation, and may authorize the seal of the corporation to be affixed to
all papers which may require it; but no committee shall have the power or
authority in reference to amend the certificate of incorporation, to adopt an
agreement of merger or consolidation, to recommend to the stockholders the
sale, lease or exchange of all or substantially all of the corporation's
property and assets, to recommend to the stockholders a dissolution of the
corporation or a revocation of a dissolution, or to amend the bylaws of the
corporation; and, unless the resolution expressly so provides, no such
committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock.  Each committee shall keep regular minutes of
its meetings and report the same to the board of directors when required.

         Section 11.  Compensation.  Unless otherwise restricted by the
certificate of incorporation or these bylaws, the board of directors shall have
the authority to fix the compensation of directors.  The directors may be paid
their expenses, if any, of attendance at such meeting of the board of directors
and may be paid a fixed sum for attendance at each meeting of the board of
directors or a stated salary as director.  No such payment shall preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor.  Members of any committee of the board may be allowed
like compensation for attending committee meetings.

         Section 12.  Informal Action by Directors.  Unless otherwise
restricted by the certificate of incorporation or these bylaws, any action
required or permitted to be taken at any meeting of the board of directors or
any committee thereof may be taken without a meeting if all members of the
board or committee, as the case may be, consent thereto in writing and the
writing or writings are filed with the minutes of the proceedings of the board
or committee.

         Section 13.  Meetings by Telephone.  Unless otherwise restricted by
the certificate of incorporation or these bylaws, 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 any committee thereof,
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 in a meeting in such manner shall constitute presence in person
at the meeting.

                                  ARTICLE IV.

                              Officers and Agents

         Section 1.  General.  The officers of the corporation shall be a
president, a chairman of the board, a secretary and a treasurer.  The board of
directors may appoint such other officers, assistant officers, and agents, a
vice-chairman or vice-chairmen of the board, assistant secretaries and
assistant treasurers, as they may consider necessary, who shall be chosen in
such manner and hold their offices for such terms and have such authority and
duties as from time to time may be determined by the board of directors.  The
salaries of all the officers of the corporation shall be fixed by the board of
directors.  Any number of offices may be held by the same person with the





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exception of the office of president and secretary being held by the same
person, or as otherwise provided in the certificate of incorporation or these
bylaws.

         Section 2.  Election and Term of Office.  The officers of the
corporation shall be elected by the board of directors annually at the first
meeting of the board held after each annual meeting of the stockholders.  If
the election of officers shall not be held at such meeting, such election shall
be held as soon thereafter as conveniently may be.  Each officer shall hold
office until his successor shall have been duly elected and qualified or until
the earliest to occur of his death, resignation or removal.

         Section 3.  Removal.  Any officer or agent elected or appointed by the
board of directors may be removed at any time by the board whenever in its
judgment the best interests of the corporation will be served thereby.

         Section 4.  Vacancies.  Any officer may resign at any time upon
written notice to the corporation.  Such resignation shall take effect at the
time stated therein; and unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.  Any vacancy
occurring in any office by death, resignation, removal or otherwise shall be
filled by the board of directors for the unexpired portion of the term.  If any
officer shall be absent or unable for any reason to perform his duties, the
board of directors, to the extent not otherwise inconsistent with these bylaws
or law, may direct that the duties of such officer during such absence or
inability shall be performed by such other officer or assistant officer as
seems advisable to the board.

         Section 5.  Authority and Duties of Officers.  The officers of the
corporation shall have the authority and shall exercise the powers and perform
the duties specified below, and as may be otherwise specified by the board of
directors or by these by-laws, except that in any event each officer shall
exercise such powers and perform such duties as may be required by law, and in
cases where the duties of any officer or agent are not prescribed by these
bylaws or by the board of directors, such officer or agent shall follow the
orders and instructions of the president and chairman of the board.

                 (a)  President and Chairman of the Board.  The president and
chairman of the board, subject to the direction and supervision of the board of
directors, shall:  (i) be the chief executive officers of the corporation and
have general and active control of its affairs, business and property and
general supervision of its officers, agents and employees; (ii) preside at all
meetings of the stockholders and the board of directors; (iii) see that all
orders and resolutions of the board of directors are carried into effect; and
(iv) sign or countersign all certificates, contracts and other instruments of
the corporation, except where required or permitted by law to be otherwise
signed and executed and except where the signing and execution thereof shall be
expressly delegated by the board of directors to some other officer or agent of
the corporation.  In addition, the president and chairman of the board shall,
unless otherwise directed by the board of directors, attend in person or by
substitute appointed by them, or by written instruments





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appointing a proxy or proxies to represent the corporation, all meetings of the
stockholders of any corporation in which the corporation shall hold any stock
and may, on behalf of the corporation, in person or by substitute or proxy,
execute written waivers of notice and consents with respect to such meetings.
At all such meetings and otherwise, the president and chairman of the board, in
person or by substitute or proxy as aforesaid, may vote the stock so held by
the corporation and may execute written consents and other instruments with
respect to such stock and may exercise any and all rights and powers incident
to the ownership of said stock, subject however to the instructions, if any, of
the board of directors.  Subject to the directions of the board of directors,
the president shall exercise all other powers and perform all other duties
normally incident to the office of president of a corporation and shall
exercise such other powers and perform such other duties as from time to time
may be assigned to him by the board.

                 (b)  Vice Presidents.  The vice presidents, if any shall be
elected, and if they be so directed shall assist the president and shall
perform such duties as may be assigned to them by the president or by the board
of directors.  In the absence of the president, the vice president designated
by the board of directors or (if there be no such designation) designated in
writing by the president shall have the powers and perform the duties of the
president.  If no such designation shall be made all vice presidents may
exercise such powers and perform such duties.

                 (c)  Secretary.  The secretary shall:  (i) record or cause to
be recorded the proceedings of the meeting of the stockholders, the board of
directors and any committees of the board of directors in a book to be kept for
that purpose; (ii) see that all notices are duly given in accordance with the
provisions of these bylaws or as required by law; (iii) be custodian of the
corporate records and of the seal of the corporation; (iv) keep at the
corporation's registered office or principal place of business within or
outside Delaware a record containing the names and addresses of all
stockholders and the number and class of shares held by each, unless such a
record shall be kept at the office of the corporation's transfer agent or
registrar; (v) have general charge of the stock books of the corporation,
unless the corporation has a transfer agent; and (vi) in general, perform all
other duties incident to the office of secretary and such other duties as from
time to time may be assigned to him by the president, chairman of the board, or
by the board of directors.  Assistant secretaries, if any, shall have the same
duties and powers, subject to supervision by the secretary.

                 (d)  Treasurer.  The treasurer shall:  (i) be the principal
financial officer of the corporation and have the care and custody of all
funds, securities, evidences of indebtedness and other personal property of the
corporation and deposit the same in accordance with the instructions of the
board of directors; (ii) receive and give receipts and acquittances for monies
paid in on account of the corporation, and pay out of the funds on hand all
bills, payrolls and other just debts of the corporation of whatever nature upon
maturity; (iii) be the principal accounting officer of the corporation and as
such prescribe and maintain the methods and systems of accounting to be
followed, keep complete books and records of account, prepare and file all
local, state and federal tax returns, prescribe and maintain an adequate system
of internal audit, and prepare and furnish to the president, chairman of the
board, and the board of directors statements of account showing





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the financial position of the corporation and the results of its operations;
and (iv) perform all other duties incident to the office of treasurer and such
other duties as from time to time may be assigned to him by the president, the
chairman of the board or the board of directors.  Assistant treasurers, if any,
shall have the same powers and duties, subject to the supervision of the
treasurer.

         Section 6.  Surety Bonds.  The board of directors may require any
officer or agent of the corporation to execute to the corporation a bond in
such sums and with such sureties as shall be satisfactory to the board,
conditioned upon the faithful performance of his duties and for the restoration
to the corporation of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
corporation.

                                   ARTICLE V.

                                     Stock

         Section 1.  Certificates.  Each holder of stock in the corporation
shall be entitled to have a certificate signed in the name of the corporation
by the chairman or a vice-chairman of the board of directors, or the president
or vice-president, and by the treasurer or an assistant treasurer, or the
secretary or an assistant secretary of the corporation, certifying the number
of shares owned by him in the corporation.  Any of or all of the signatures on
the certificate may be facsimile.  In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the corporation with the
same effect as if he were such officer, transfer agent or registrar at the date
of issue.  Certificates of stock shall be consecutively numbered and shall be
in such form consistent with law as shall be prescribed by the board of
directors.

         Section 2.  Consideration for Shares.  Shares shall be issued for such
consideration (but not less than the par value thereof) as shall be determined
from time to time by the board of directors.  Treasury shares shall be disposed
of for such consideration as may be determined from time to time by the board.
Such consideration may consist, in whole or in part, of cash, personal
property, real property, leases of real property, services rendered, or
promissory notes, and shall be paid in such form, in such manner and at such
times as the directors may require.

         Section 3.  Issuance of Stock.  The capital stock issued by the
corporation shall be deemed to be fully paid and nonassessable stock, if:  (a)
the entire amount of the consideration has been received by the corporation in
the form or forms set forth in Section 2 of this Article V and if any part of
the consideration is in the form of a promissory note or other obligation, such
note or obligation has been satisfied in full; or (b) not less than the amount
of the consideration determined to be capital pursuant to statute has been
received by the corporation in the form or forms set forth in Section 2 of this
Article V and the corporation has received a binding obligation of the
subscriber or purchaser to pay the balance of the subscription or purchase
price; provided,





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however, nothing contained herein shall prevent the board of directors from
issuing partly paid shares as described herein.

         The corporation may issue the whole or any part of its shares as
partly paid and subject to call for the remainder of the consideration to be
paid therefor.  Upon the face or back of each stock certificate issued to
represent any such partly paid shares the total amount of the consideration to
be paid therefor and the amount paid thereon shall be stated.  Upon the
declaration of any dividend upon partly paid shares, the corporation shall
declare a dividend upon partly paid shares of the same class, but only upon the
basis of the percentage of consideration actually paid thereon.

         The directors may from time to time demand payment, in respect of each
share of stock not fully paid, of such sum of money as the necessities of the
business may, in the judgment of the board of directors, require, not exceeding
in the whole, the balance remaining unpaid on said stock, and such sum so
demanded shall be paid to the corporation at such times and by such
installments as the directors shall direct.  The directors shall give written
notice of the time and place of such payments, which notice shall be mailed to
each holder or subscriber to his last known post office address at least thirty
days before the time for such payment for stock which is not fully paid.

         The corporation may, but shall not be required to, issue fractions of
a share.  If it does not issue fractions of a share, it shall:  (a) arrange for
the disposition of fractional interest by those entitled thereto; (b) pay in
cash the fair value of fractions of a share as of the time when those entitled
to receive such fractions are determined; or (c) issue scrip or warrants in
registered or bearer form which shall entitle the holder to receive a
certificate for a full share upon the surrender of such scrip or warrants
aggregating a full share.  A certificate for a fractional share shall, but
scrip or warrants shall not unless otherwise provided therein, entitle the
holder to exercise voting rights, to receive dividends thereon, and to
participate in any of the assets of the corporation in the event of
liquidation.  The board of directors may cause scrip or warrants to be issued
subject to the conditions that they shall become void if not exchanged for
certificates representing full shares before a specified date, or subject to
the conditions that the shares for which scrip or warrants are exchangeable may
be sold by the corporation and the proceeds thereof distributed to the holders
of scrip or warrants, or subject to any other conditions which the board of
directors may impose.

         The board of directors may, at any time and from time to time, if all
of the shares of capital stock which the corporation is authorized by its
certificate of incorporation to issue have not been issued, subscribed for, or
otherwise committed to be issued, issue or take subscriptions for additional
shares of its capital stock up to the amount authorized in its certificate of
incorporation.

         Section 4.  Lost Certificates.  In case of the alleged loss,
destruction or mutilation of a certificate of stock the board of directors may
direct the issuance of a new certificate in lieu





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thereof upon such terms and conditions in conformity with law as it may
prescribe.  The board of directors may in its discretion require a bond in such
form and amount and with such surety as it may determine, before issuing a new
certificate.

         Section 5.  Transfer of Shares.  Upon surrender to the corporation or
to a transfer agent of the corporation of a certificate of stock duly endorsed
or accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate, and record the
transaction in the stock books.

         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 the
corporation shall be entitled to hold liable for calls and assessments a person
registered on its books as the owner of shares, and the corporation shall not
be bound to recognize any equitable or other claim to or interest in such share
or shares on the part of any other person, whether or not it shall have express
or other notice thereof, except as otherwise provided by the laws of Delaware.

         Section 7.  Transfer Agents, Registrars and Paying Agents.  The board
may at its discretion appoint one or more transfer agents, registrars and
agents for making payment upon any class of stock, bond, debenture or other
security of the corporation.  Such agents and registrars may be located either
within or outside Delaware.  They shall have such rights and duties and shall
be entitled to such compensation as may be agreed.

                                  ARTICLE VI.

                                Indemnification

         The corporation, to the fullest extent permitted by the General
Corporation Law of the State of Delaware and by the common law of the State of
Delaware, shall indemnify each person who is or was an officer, director or
employee of the corporation acting in his capacity as such and may indemnify
each person who is or was an agent of the corporation acting in his capacity as
such.  The indemnification rights provided by this Article VI are deemed a
contract between the corporation and its officers, directors, and employees,
and any repeal or modification of those rights will not affect any right of
such persons to be indemnified against claims relating to events occurring
prior to such repeal or modification.  To assure indemnification under this
Article VI of all such persons who are or were "fiduciaries" of an employee
benefit plan governed by the Act of Congress entitled "Employee Retirement
Income Security Act of 1974," as amended from time to time, Section 145 of said
statute shall, for the purposes hereof, be interpreted as follows: "other
enterprise" shall be deemed to include an employee benefit plan; the
corporation shall be deemed to have requested a person to serve an employee
benefit plan where the performance by such person of his duties to the
corporation also imposes duties on, or otherwise involves services by, such
person to the plan or participants or beneficiaries of the plan; excise taxes
assessed on a person with respect to an employee benefit plan pursuant to said
Act of Congress shall be





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deemed "fines"; and action taken or omitted by a person with respect to an
employee benefit plan in the performance of such person's duties for a purpose
reasonably believed by such person to be in the interest of the participants
and beneficiaries of the plan shall be deemed to be for a purpose which is not
opposed to the best interests of the corporation.

                                  ARTICLE VII.

                                 Miscellaneous

         Section 1.  Waivers of Notice.  Whenever notice is required to be
given by law, by the certificate of incorporation or by these bylaws, a written
waiver thereof, signed by the person entitled to said notice, whether before or
after the time stated therein, shall be deemed equivalent to notice.
Attendance of a person at a meeting or (in the case of a stockholder) by proxy
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 was not
lawfully called or convened.  Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the stockholders, directors, or
members of a committee of directors need to be specified in any written waiver
or notice unless so required by the certificate of incorporation or these
bylaws.

         Section 2.  Presumption of Assent.  A director or stockholder of the
corporation who is present at a meeting of the board of directors or
stockholders at which action on any corporate matter is taken shall be presumed
to have assented to the action taken unless his dissent shall be entered in the
minutes of the meeting or unless he shall file his written dissent to such
action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
secretary of the corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director or a stockholder who voted
in favor of such action.

         Section 3.  Seal.  The corporate seal of the corporation shall be
circular in form and shall contain the name of the corporation, the year of its
organization and the words "Seal, Delaware".  The custodian of the seal shall
be the secretary, who along with the president, chairman of the board or other
officer authorized by the board of directors, may affix the seal to documents
of the corporation.

         Section 4.  Fiscal Year.  The fiscal year of the corporation shall be
as established by the board of directors.

         Section 5.  Amendments.  These bylaws may be altered, amended or
repealed or new bylaws may be adopted by the board of directors at any meeting
of the directors or by the stockholders at any meeting of the stockholders if
notice of such alteration, amendment, repeal or adoption is contained in the
notice of such stockholders' meeting.

                                    (E N D)





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