<PAGE>                                                          Exhibit 3(b)
                                    
                                 BYLAWS
                                   of
                      MCDONNELL DOUGLAS CORPORATION
                        (as amended 6 March 1996)
                                    
                                    
                                ARTICLE I
                                    
                                 Offices
                                --------
                                    
      In  addition to its principal office in the State of Maryland, the
corporation shall have an office in St. Louis, Missouri.

                               ARTICLE II
                                    
                                  Seal
                                  ----
                                    
      The  name  of  the  corporation and  the  words  "Corporate  Seal,
Maryland" shall be inscribed on the corporate seal.

                               ARTICLE III
                                    
                        Meetings of Shareholders
                        -------------------------
                                    
     Section 1.    Written or printed notice, stating the place, day and
hour of every meeting of shareholders (and in the case of special
meetings, stating the business proposed to be transacted thereat) shall
be given to each shareholder by personally delivering it to him, by
leaving it with him at his residence or usual place of business, or by
mailing it, postage prepaid, and addressed to him at his address as it
appears upon the corporate records of the Secretary, all not less than
ten (10) nor more than ninety (90) days before such meeting.

     Section 2.  The annual meeting of the shareholders shall be held
not earlier than April 15 nor later than May 15 of each year at a time
within such period and at such place in the United States as shall be
determined from time to time by the Board of Directors (the "Board") and
stated in the notice or waiver of notice of the meeting.  All other
meetings of shareholders shall be held at such times and at such place
or places in the United States as shall be determined from time to time
by the Board and stated in the notice or waiver of notice of the
meeting.

     Section 3.  Special meetings of the shareholders, for any lawful
purpose or purposes, may be called by the Chairman of the Board (the
"Chairman"), the Chief Executive Officer, the President, a majority




                                  -1-                   6 March 1996




<PAGE>


of the Board or a majority of the Executive Committee, and shall, unless
otherwise prescribed by statute, be called by the Secretary at the
request in writing of shareholders entitled to cast at least twenty-five
(25) percent of all votes entitled to be cast at the meeting.  Such
request shall state the purpose of the proposed meeting and the matters
to be acted upon at such meeting and shall further comply with the
provisions of Section 4 of this Article III.  A meeting requested by
shareholders shall be called as set forth in (a) through (d) of this
Article III.

     (a)     The Secretary shall advise the shareholders who make the
request of the estimated cost of preparing and mailing notice of the
requested meeting.  Such costs shall expressly include costs related to
preparation of a list of shareholders entitled to vote.  Notice of the
meeting shall not be mailed until such costs are paid to the
corporation.

     (b)     The Secretary shall set the record date for shareholders
entitled to vote which shall not be less than five (5) nor more than ten
(10) days after the date on which the corporation has received payment
for the estimated cost of preparing and mailing notice.

     (c)     The notice shall be mailed within ten (10) days of the
record date.

     (d)     The time, date and place of the meeting shall be determined
by the Board except that such meeting date shall not be less than ten
(10) nor more than ninety (90) days after the record date.

     Section 4.  All nominations of individuals for election to the
Board and proposals of business to be considered at any meeting of the
shareholders shall be made as set forth in this Section 4 of Article
III.

     (a)     Annual Meeting of Shareholders.  (1) Nominations of
individuals for election to the Board and the proposal of business to be
considered by the shareholders may be made at an annual meeting of
shareholders (i) pursuant to the corporation's notice of meeting, (ii)
by or at the direction of the directors or (iii) by any shareholder of
the corporation who was a shareholder of record at the time of giving of
notice provided for in this Section 4(a) of Article III, who is entitled
to vote at the meeting and who complied with the notice procedures set
forth in this Section 4(a) of Article III.

          (2)     For nominations or other business to be properly
brought before an annual meeting by a shareholder pursuant to clause
(iii) of paragraph (a)(l) of this Section 4 of Article III, the
shareholder must have given timely notice thereof in writing to the
Secretary.  To be timely, a shareholder's notice shall be


                                    
                                    
                                  -2-                   6 March 1996



<PAGE>



delivered to the Secretary at the principal executive offices of the
corporation not less than 60 days nor more than 90 days prior to the
first anniversary of the preceding year's annual meeting; provided,
however, that in the event that the date of the annual meeting is
advanced by more than 30 days or delayed by more than 60 days from such
anniversary date, notice by the shareholder to be timely must be so
delivered not earlier than the 90th day prior to such annual meeting and
not later than the close of business on the later of the 60th day prior
to such annual meeting or the tenth day following the day on which
public announcement of the date of such meeting is first made.  Such
shareholder's notice shall set forth (i) as to each person whom the
shareholder proposes to nominate for election or reelection as a
director all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is
otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"); (ii)
as to any other business that the shareholder proposes to bring before
the meeting, a brief description of the business desired to be brought
before the meeting, the reasons for conducting such business at the
meeting and any material interest in such business of such shareholder
and of the beneficial owner, if any, on whose behalf the proposal is
made; and (iii) as to the shareholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or proposal is
made, (x) the name and address of such shareholder, as they appear on
the corporation's books, and of such beneficial owner and (y) the class
and number of shares of stock of the corporation which are owned
beneficially and of record by such shareholder and such beneficial
owner.

          (3)     Notwithstanding anything in the second sentence of
paragraph (a)(2) of this Section 4 of Article III the contrary, in the
event that the number of directors to be elected to the board is
increased and there is no public announcement naming all of the nominees
for director or specifying the size of the increased Board made by the
corporation at least 70 days prior to the first anniversary of the
preceding year's annual meeting, a shareholder's notice  required by
this Section 4(a) of Article III shall also be considered timely, but
only with respect to nominees for any new positions created by such
increase, if it shall be delivered to the Secretary at the principal
executive office of the corporation not later than the close of business
on the tenth day following the day on which such public announcement is
first made by the corporation.






                                    



                                  -3-                   6 March 1996



<PAGE>




     (b)     Special Meetings of Shareholders.  Only such business shall
be conducted at a special meeting of shareholders as shall have been
brought before the meeting pursuant to the corporation's notice of
meeting.  Nominations of persons for election to the Board may be made
at a special meeting of shareholders at which directors are to be
elected (i) pursuant to the corporation's notice of meeting (ii) by or
at the direction of the Board or (iii) provided that the Board has
determined that directors shall be elected at such special meeting, by
any shareholder of the corporation who is a shareholder of record at the
time of giving of notice provided for in this Section 4(b) of Article
III, who is entitled to vote at the meeting and who complied with the
notice procedures set forth in this Section 4(b) of Article III.  In the
event the corporation calls a special meeting of shareholders for the
purpose of electing one or more directors to the Board, any such
shareholder may nominate a person or persons (as the case may be) for
election to such position as specified in the corporation's notice of
meeting, if the shareholder's notice required by paragraph (a)(2) of
this Section 4 of Article III shall be delivered to the Secretary at the
principal executive offices of the corporation not earlier than the 90th
day prior to such special meeting and not later than the close of
business on the later of the 60th day prior to such special meeting or
the tenth day following the day on which public announcement is first
made of the date of the special meeting and of the nominees proposed by
the directors to be elected at such meeting.  Proposals of business
other than the nomination of persons for election to the Board may be
considered at a special meeting of the shareholders requested by the
shareholders in accordance with Section 3 of Article III only if the
shareholder's notice required by paragraph (a)(2) of this Section 4 of
Article III was delivered at the time such shareholder requested the
meeting.

     (c)     General.  (1)  Only such persons who are nominated in
accordance with the procedures set forth in this Section 4 of Article
III shall be eligible to serve as directors and only such business shall
be conducted at a meeting of shareholders as shall have been brought
before the meeting in accordance with the procedures set forth in this
Section 4 of Article III.  The presiding officer of the meeting shall
have the power and duty to determine whether a nomination or any
business proposed to be brought before the meeting was made in
accordance with the procedures set forth in this Section 4 of Article
III and, if any proposed nomination or business is not in compliance
with this Section 4 of Article III, to declare that such defective
nomination or proposal be disregarded.


                                    




                                  -4-                  6 March 1996




<PAGE>




          (2)     For purposes of this Section 4 of Article III, "public
announcement" shall mean disclosure in a press release reported by the
Dow Jones News Service, Associated Press or comparable news service or
in a document publicly filed by the corporation with the Securities and
Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange
Act.

          (3)     Notwithstanding the foregoing provisions of this
Section 4 of Article III, a shareholder shall also comply with all
applicable requirements of state law and of the Exchange Act and the
rules and regulations thereunder with respect to the matters set forth
in this Section 4 of Article III.  Nothing in this Section 4 of Article
III shall be deemed to affect any rights of shareholders to request
inclusion of proposals in the corporation's proxy statement pursuant to
Rule 14a-8 under the Exchange Act.

     Section 5.     The Chairman, or in his absence, the Chief Executive
Officer, or the President (in the order stated), or in their absence a
member of the Board selected by the members present, shall preside at
meetings of the shareholders.  At any meeting of shareholders a majority
of the shares outstanding and entitled to vote at the meeting shall
constitute a quorum for the transaction of business.  If a quorum is not
present or represented at any meeting of shareholders, the shareholders
entitled to vote thereat, present in person or by proxy, shall have
power to adjourn the meeting from time to time, without notice other
than announcement at the meeting, until the requisite amount of voting
stock is represented.  At such adjourned meeting at which the requisite
amount of voting stock shall be represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.

     Section 6.     Each outstanding share of stock having voting power
shall be entitled to one vote on each matter submitted to a vote at each
meeting of shareholders.

     Section 7.     The corporation shall be entitled to treat the
holder of record of any share or shares of stock as the holder in fact
thereof and accordingly shall not be bound to recognize any equitable or
other claim to or interest in such share on the part of any other
person, whether or not it shall have express or other notice thereof,
save as expressly provided by the laws of Maryland.

                                    
                                    
                                    

                                   -5-                    6 March 1996

                                    
                                    
                                    
                                    
                                    
                                    
                                    
<PAGE>
                                    
                               ARTICLE IV
                                    
                                Directors
                               ----------
                                    
     Section 1.     The business and affairs of the corporation shall be
managed under the direction of the Board.  All powers of the corporation
shall be exercised by or under authority of the Board except as
conferred on or reserved to the shareholders by law or by the charter or
bylaws of the corporation.

     Section 2.     The number of Directors of the corporation shall be
thirteen (13) which number may be increased or decreased upon an
affirmative vote of not less than 80% of the entire Board but shall
never be less than three (3).  Directors shall serve for three (3) years
staggered terms, with approximately one-third (1/3) of the total number
of Directors to be elected at each annual meeting of the shareholders.
In case of a vacancy on the Board for any cause other than an increase
in the number of Directors, an affirmative vote of a majority of the
remaining Directors, even though less than a quorum, may elect a
successor to hold office for the Director whose place shall be vacant
until the next annual meeting of shareholders.  A vote of not less than
80% of the entire Board shall be required to fill a vacancy on the Board
which results from an increase in the number of Directors.  If the
number of Directors is changed, any increase or decrease shall be
apportioned among the classes so as to maintain the number of Directors
in each class as nearly equal as possible.  In no case will a decrease
in the number of Directors shorten the term of any incumbent Director.
A Director elected to fill a vacancy on the Board which results from an
increase in the number of Directors shall hold office until the next
annual meeting of shareholders and until such Director's successor shall
have been elected and qualified.  Notwithstanding any provision of law
to the contrary, a Director may be removed with or without cause only by
the affirmative vote of the holders of not less than 80% of all of the
outstanding shares of the corporation entitled to vote at a meeting of
shareholders called for such purpose.

     Section 3.     The Board shall hold regular and special meetings at
such place and time as it determines for the purpose of organization,
election of certain Officers as specified in Article VI, and
consideration of other business that may come before the meeting.

     Section 4.  At its last meeting before, or first meeting after, the
annual meeting of shareholders, the Board shall elect one of its members
to be Chairman.  The Board may elect one or more vice chairmen of the
Board.  The Chairman and the vice chairmen, if any, may but need not be
officers of or employed by the corporation.  The Chairman, or in his
absence, the Chief Executive Officer, or the President (in the order
stated), or in their absence a member of the Board selected by the
members present, shall preside at meetings of the Board.




                                 -6-                      6 March 1996



<PAGE>


     Section 5.     A majority of the entire Board shall constitute a
quorum for the transaction of all business that may properly come before
any meeting of the Board.

     Section 6.     Special meetings of the Board may be called by the
Chairman, the Chief Executive Officer, the President, or upon written
request of two Directors, the Secretary.

     Section 7.     A written notice of all regular meetings of the
Board shall be mailed to each Director at his address as listed in the
corporate records of the Secretary at least ten (10) days before any
such meeting.  No irregularity of notice of any regular meeting shall
invalidate the same or any proceeding thereat, provided the notice shall
definitely specify the time and place fixed by the Board for holding the
meeting.  Special meetings of the Board may be called upon twenty-four
(24) hours notice, given personally, or by mail, telecommunications, or
telephone.  Any Director may waive any notice required to be given by
these bylaws.

     Section 8.     Board meetings may be held by means of a conference
telephone or similar communication equipment if all members
participating can hear each other at the same time.

     Section 9.     Directors as such shall not receive any stated
salary for their services, but by resolution of the Board, compensation
may be established for service as a Director and as a member of special
or standing committees.  Nothing herein contained shall be construed to
preclude any Director from serving the corporation in any other capacity
and receiving compensation therefor.

                                ARTICLE V
                                    
                               Committees
                               -----------
                                    
     Section 1.     Designation and Membership.  There shall be an
Executive Committee, a Management Compensation and Succession Committee,
an Audit Committee, a Nominating Committee, a Finance Committee, and a
Corporate Responsibility Committee and there may be such other
committees as the Board may determine, each to consist of not less than
three Directors, to be elected by the Board to hold office until the
next annual organizational meeting of the Board or until their
successors are elected and qualified.  The Chairman and the Chief
Executive Officer shall be members of the Executive Committee.  A
majority of the Committee members shall be public Directors.  Members of
the Management Compensation and Succession Committee shall not be
eligible to participate in any remuneration plan of the Corporation
providing for the acquisition of stock or options to purchase stock of
the corporation which would disqualify such Committee members as
disinterested administrators of the corporation's remuneration plans.


                                -7-                       6 March 1996




<PAGE>


Members of the Audit Committee and the Nominating Committee shall be
independent of management and free from any relationships that, in the
opinion of the Board, would interfere with the exercise of independent
judgment.  In the absence of a member of a committee, the member or
members thereof present at any meeting, whether or not he or they
constitute a quorum, may appoint a Director to act in place of any such
absent member, provided such appointed Director is otherwise qualified
to be a member of such committee.  All committees may have non-voting
advisory members.

     Section 2.     Powers.  The committees, to the extent provided by
these bylaws and by resolution of the Board, may exercise all powers of
the Board between Board meetings except the power to vote themselves
compensation, amend the bylaws, authorize or declare dividends or
distributions on stock, issue stock other than in accordance with
Section 2-411(b) of the Maryland General Corporation Law, recommend to
shareholders any action requiring shareholders' approval, or to approve
any merger or share exchange which does not require shareholder
approval.

     Section 3.     Procedure.  Committees may meet at any time upon
notice by any means to all members, and such notice may be waived.
Meetings may be held by any means of communication, and a majority of
the entire committee shall constitute a quorum, a majority of which may
transact all business that may properly come before the committee.  In
the absence of a meeting, any resolution signed by all members of each
committee shall be valid.

                               ARTICLE VI
                                    
                                Officers
                               -----------
                                    
     Section 1.     The officers of the corporation shall include the
Chief Executive Officer, the President, the Secretary, and the
Treasurer, and may include the Chairman and one or more vice chairman of
the Board, one or more executive vice presidents, one or more component
presidents, one or more senior vice presidents, one or more vice
presidents, a chief financial officer, a chief accounting officer, a tax
officer, and one or more assistant vice presidents, assistant
secretaries, and assistant treasurers (hereinafter referred to as
Officers).  Any two offices may be held by the same person except the
President may not at the same time also be any form of vice president,
secretary, treasurer or accounting officer.  The Board shall elect the
Chief Executive Officer, President, chief officer of DAC, chief officer
of MDA, chief officer of Military Transport Aircraft, chief financial
officer, chief law officer, chief accounting officer, chief
communications officer, chief human resources officer, head of
Washington Office operations, chief business development officer,
Treasurer, and Secretary (hereinafter referred to as Elected Officers).




                                -8-                         6 March 1996


<PAGE>

If the Board determines that the Chairman or any vice chairman of the
Board shall be an officer of the corporation, the Board shall elect such
person and that person shall be an Elected Officer.  Either the Board or
the Chief Executive Officer may appoint any other vice president in
charge of a principal business unit, division or corporate-wide function
(such as sales, administration, law or finance), and any other persons
who perform similar policy-making functions for the corporation who are
not Elected Officers (hereinafter referred to as Executive Officers).
Either the Board or the Chief Executive Officer may appoint any other
Officers (Officers other than Elected Officers or Executive Officers
hereinafter referred to as Appointed Officers).

     Section 2.     The Chairman, the vice chairmen of the Board, if
any, the Chief Executive Officer and, if such person is not also the
Chief Executive Officer, the President, shall each be a member of the
Board.  Any Officer may be a member of the Board.  Any Officer may be
removed as an officer at any time by the Board in the manner provided by
law.  Any Executive Officer or Appointed Officer may be removed as an
officer at any time by either the Board or the Chief Executive Officer.
A vacancy among the Elected Officers shall be filled by the Board.  A
vacancy among the Executive Officers or Appointed Officers shall be
filled by either the Board or the Chief Executive Officer.

     Section 3.     The Officers of the corporation shall have the
authority and shall perform the duties in the management of the assets
and affairs of the corporation as provided in these bylaws and
determined by resolutions of the Board not inconsistent therewith.

     Section 4.     The compensation of all Elected Officers and
Executive Officers shall be fixed by the Board or the Management
Compensation and Succession Committee.  The compensation of the
Appointed Officers shall be fixed by the Board, the Management
Compensation and Succession Committee, or the Chief Executive Officer.


     Section 5.     The Chairman shall lead the Board in fulfilling its
responsibilities as set forth in Section 1 of Article IV and shall also
have such other powers and perform such other duties as may be assigned
by the Board.

     Section 6.  Each vice chairman of the Board shall, subject to the
power of the Board, be accountable to the Chairman and shall perform
such duties as may be assigned by the Board or the Chairman.

     Section 7.  The Chief Executive Officer shall, subject to the power
of the Board, be the senior officer of the corporation and shall have
general executive responsibility for the conduct of the business and
affairs of the corporation, including responsibility for the
implementation of policies of the corporation as determined by the
Board.  The Chief Executive Officer shall also have such other powers
and perform such other duties as may be assigned by the Board.



                              -9-                         6 March 1996



<PAGE>

     Section 8.     The President shall, subject to the power of the
Board, be accountable to the Chief Executive Officer.  The President
shall have such powers and perform such duties as may be assigned by the
Board or the Chief Executive Officer.  For the period of any absence or
disability of the Chief Executive Officer, the President shall perform
the duties and, subject to the bylaws, exercise the powers of the Chief
Executive Officer.

     Section 9.     The other Elected Officers, Executive Officers and
the Appointed Officers shall have the general powers and duties usually
vested in his or her respective office, and shall perform such other
duties as may be prescribed by the Board, the Chief Executive Officer,
or the President.

                               ARTICLE VII
                                    
                                  Stock
                                 ------
                                    
     Section 1.     Transfer of stock shall be made on the books of the
corporation only by the person named in the certificate or by attorney,
lawfully constituted in writing, and upon surrender of the certificate
therefor.  Certificates of stock may be issued when bearing the manual
or facsimile signature of both (1) the Chairman, the President or a vice
president elected by the Board of Directors, and (2) the Secretary, any
assistant secretary, Treasurer, or any assistant treasurer; except that
if both such signatures are facsimiles, a manual signature will be
required of such person, transfer agent, or registrar as may be
designated by the Board or the Executive Committee.  If any Officer
whose duly authorized signature or a facsimile thereof appears on blank
stock certificates dies, resigns or is removed prior to issuance of such
certificates they may nevertheless be issued or registered as
certificates of stock of the corporation and shall be valid for all
purposes.

     Section 2.     The Board may fix the time, not exceeding ninety
(90) days preceding the date of any meeting of shareholders, any
dividend payment date or any date for the allotment of rights, during
which the books of the corporation shall be closed against transfers of
stock.  In lieu of closing the books against transfers of stock, as
aforesaid, the Board may fix a date, not exceeding ninety (90) days
preceding the date of any meeting of shareholders, any dividend payment
date or any date for the allotment of rights, as a record date for the
determination of the shareholders entitled to notice of and to vote at
such meeting, or entitled to receive such dividends or rights as the
case may be; and only shareholders of record on such date shall be
entitled to notice of and to vote at such meeting, or to receive such
dividends or rights, as the case may be.





                               -10-                       6 March 1996




<PAGE>



     Section 3.     The Board may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued which are alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost or destroyed.  When authorizing such
issue of a new certificate or certificates, the Board may, in its
discretion and as a condition precedent to the issuance thereof, require
the owner of such lost or destroyed certificate or certificates, or his
legal representative, to give the corporation a bond in such sum as it
may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost or
destroyed.  The Board may delegate to any Officer or Officers of the
corporation the authority to issue such new certificate or certificates
and the approval of the form and amount of such indemnity bond and the
surety thereon.

                              ARTICLE VIII
                                    
                 Authorization of Corporate Commitments
                 ---------------------------------------
                                    
     Section 1.     Transactions requiring Board approval under Maryland
law, the annual budget for purchase of capital facilities, the annual
capital facilities lease budget, maximum amounts of long and short term
borrowings, and authority to proceed with new product programs and other
programs or transactions committing the corporation to financial
exposure exceeding limits of authority delegated to the Chief Executive
Officer by the Board, shall be submitted for Board review and approval.

     Section 2.     The Chief Executive Officer can commit the
corporation in all transactions the approval of which is not reserved to
the Board in Section 1 above.  The Chief Executive Officer may delegate
his authority to other Officers or employees in writing, with or without
restrictions and with or without authority to redelegate to other
employees.  Authority to approve transactions or commit the corporation
includes authority to execute necessary and appropriate documents
relative thereto.

     Section 3.     The Chief Executive Officer may designate one or
more Officers or employees, or their designees, to sign checks, drafts,
bills of exchange, promissory notes or other documents relative to any
borrowing, commercial paper, guarantees of indebtedness, or demands for
money of the corporation and no such instrument shall be issued unless
so signed.

                                    
                                    



                                  -11-                   6 March 1996





<PAGE>

                                    
                               ARTICLE IX
                                    
               Limitation of Liability and Indemnification
              --------------------------------------------
                                    
     Section 1.     No Director or Officer of the corporation shall be
liable to the corporation or its shareholders for money damages, except
to the extent such limitation of liability for Directors or Officers, as
the case may be, is not permitted under the Maryland General Corporation
Law, as the same exists or may hereafter be amended.  Any repeal or
modification of the foregoing provisions of this Section 1 of Article IX
shall not adversely affect any right or protection of a Director or
Officer of the corporation existing hereunder with respect to any act or
omission occurring prior to or at the time of such repeal or
modification.

     Section 2.     The corporation shall indemnify, and advance
expenses (without a determination of entitlement to indemnification) to,
each person who at any time is or has served as a Director of the
corporation (including Directors who also serve or have served as
Officers of the corporation) in connection with any threatened, pending
or completed action, suit or proceeding (whether civil, criminal,
administrative, or investigative) arising out of such person's service
to the corporation or to another organization at the corporation's
request except with respect to any action, suit, or proceeding brought
by such person against the corporation or to the extent such
indemnification is expressly prohibited by the Maryland General
Corporation Law, as the same exists or may hereafter be amended.  The
indemnification provided by this Section 2 of Article IX shall not be
deemed exclusive of any other rights to which the Director may be
entitled under any statute, agreement, vote of shareholders or
disinterested Directors or otherwise.

     Section 3.     With respect to Officers and other persons who serve
or have served the corporation, the corporation shall provide
indemnification as required by law and may, as authorized at any time by
general or specific action of the Board, provide further indemnification
and advance expenses (without a determination of entitlement to
indemnification) in connection with any threatened, pending or completed
action, suit or proceeding (whether civil, criminal, administrative or
investigative) arising out of such persons' service to the corporation
or to another organization at the corporation's request except with
respect to any action, suit, or proceeding brought by such person
against the corporation or to the extent such indemnification is
expressly prohibited by the Maryland General Corporation Law, as the
same exists or may hereafter be amended.  The indemnification provided
by this Section 3 of Article IX shall not be deemed exclusive of any
other rights to which the Officer or other person may be entitled under
any statute, agreement, vote of shareholders or disinterested Directors
or otherwise.



                                -12-                      6 March 1996



<PAGE>

     Section 4.     Any indemnification of, or advance of expenses to, a
Director arising out of a proceeding by or in the right of the
corporation shall be reported to the shareholders with the notice of the
next shareholders' meeting or prior to the meeting.

                                ARTICLE X
                                    
                               Amendments
                               ----------
                                    
     The Board shall have the power to make, alter and repeal the
bylaws, subject, however, to the power of the shareholders to alter,
amend, or repeal any bylaws made by the Board; provided, however, that
any amendment to the 80% vote requirements in Article IV, Section 2,
must be approved by an affirmative vote of not less than 80% of the
entire Board.




































                                -13-                      6 March 1996