EXHIBIT 3-2

As amended by action of the Board of Directors on October 24, 1996

/s/ Thomas C. Wyckoff
Assistant Secretary


                              BYLAWS
                                OF
                  ARTISTIC GREETINGS INCORPORATED
                     (a Delaware corporation)


                             ARTICLE I

                           STOCKHOLDERS


          Section   1.01   ANNUAL  MEETING.   The  Annual  Meeting  of  the
stockholders of this Corporation, for the purpose of electing Directors and
transacting such other  business  as  may come before the meeting, shall be
held on such date, at such time and at  such  place as may be designated by
the Board of Directors.

          Section  1.02   SPECIAL  MEETINGS.   Special   Meetings   of  the
stockholders may be called at any time by the Chairman or by the President,
or  by  majority of the entire Board of Directors acting with or without  a
meeting.   Special  Meetings may be called for any purpose(s); however, the
business transacted at  any  such  Special Meeting shall be confined to the
purposes set forth in the notice thereof.

          Section 1.03  PLACE OF MEETINGS.   Meetings of stockholders shall
be held at such place as the person or persons  calling  the meetings shall
decide, unless the Board of Directors decides that a meeting  shall be held
at some other place and causes the notice thereof to so state.

          Section  1.04   NOTICES  OF MEETINGS.  Unless waived, a  written,
printed, or typewritten notice of each  Annual  or Special meeting, stating
the  date,  hour  and place and the purpose or purposes  thereof  shall  be
delivered or mailed  to  each  stockholder  of  record  entitled to vote or
entitled to notice, not more than 60 days nor less than 10  days before any
such meeting.  If mailed, such notice shall be directed to a stockholder at
his  or her address as the same appears on the records of the  Corporation.
Notice  shall  not be required to be given to any stockholder who submits a
signed waiver of  notice,  in  person  or by proxy, whether before or after
such  meeting.   The attendance of any stockholder  at  a  meeting  without
protesting, prior  to  the conclusion of the meeting, the lack of notice of
such meeting, shall constitute  a  waiver  of  notice  by him or her.  If a
meeting is adjourned to another time or place and such adjournment  is  for
30  days or less and no new record date is fixed for the adjourned meeting,
no further  notice  as  to such adjourned meeting need be given if the time
and place to which it is adjourned are fixed and announced at such meeting.
If, however, such adjournment exceeds 30 days or if, after the adjournment,
a new record date is fixed  for  the  adjourned  meeting,  a notice of such
adjourned meeting must be given to each stockholder of record  entitled  to
vote  at  such  meeting.  In the event of a transfer of shares after notice
has been given and  prior  to  the  holding of the meeting, it shall not be
necessary to serve notice on the transferee.  Such notice shall specify the
place where the stockholders list will be open for examination prior to the
meeting if required by Section 1.08 hereof.

          Section 1.05  FIXING DATE FOR  DETERMINATION  OF  STOCKHOLDERS OF
RECORD.   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 other change, conversion  or  exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix,
in advance, a record date, which shall not be more than 60 nor less than 10
days before the date of such meeting, nor more than 60 days  prior  to  any
other  action.   If  the  Board  shall  not fix such a record date, (i) the
record date for determining stockholders  entitled  to notice of or to vote
at  a meeting of stockholders shall be the close of business  on  the  date
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  (ii) in any case involving  the  determination  of
stockholders for any purpose other than notice of or voting at a meeting of
stockholders, the record date for determining stockholders for such purpose
shall be the close of business  on  the day on which the Board of Directors
shall adopt the resolution relating thereto.  Determination of stockholders
entitled to notice of or to vote at a meeting of  stockholders  shall apply
to  any  adjournment of such meeting; provided, however, that the Board  of
Directors may fix a new record date for the adjourned meeting.

          Section 1.06  ORGANIZATION.  At each meeting of the stockholders,
the Chairman,  or in the absence of the Chairman, the President, or, in the
absence of both  such officers, a Chairman chosen by a majority in interest
of the stockholders  present  in  person  or by proxy and entitled to vote,
shall act as Chairman, and the Secretary of  the  Corporation,  or,  if the
Secretary  of the Corporation not be present, the Assistant Secretary,  or,
in the absence  of  both such officers, any person whom the Chairman of the
Meeting shall appoint, shall act as Secretary of the Meeting.


          Section 1.07   QUORUM.  A stockholders' meeting duly called shall
not  be  organized for the transaction  of  business  unless  a  quorum  is
present.  Except as otherwise expressly provided by law, the Certificate of
Incorporation  or  these  Bylaws,  the  presence  in  person or by proxy of
holders of record of shares of stock of the Corporation  entitling  them to
exercise  at  least a majority of the voting power of the Corporation shall
constitute a quorum  for  such meeting.  The stockholders present at a duly
organized  meeting  can  continue   to   do   business  until  adjournment,
notwithstanding the withdrawal of enough stockholders  to leave less than a
quorum.   If  a  meeting  cannot  be  organized  because a quorum  has  not
attended,  a  majority in voting interest of the stockholders  present  may
adjourn, or, in  the  absence  of  a  decision by the majority, any officer
entitled to preside at such meeting may  adjourn  the  meeting from time to
time  to  such  time (not more than 30 days after the previously  adjourned
meeting) and place  as they (or he/she) may determine, without notice other
than by announcement  at the meeting of the time and place of the adjourned
meeting.  At any such adjourned  meeting  at  which a quorum is present any
business may be transacted which might have been  transacted at the meeting
as originally called.

          Section  1.08   LIST  OF  STOCKHOLDERS.   The  Secretary  of  the
Corporation shall prepare and make a complete list of  the  stockholders of
record  as  of the applicable record date 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 10 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.  This 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.  The Corporation shall be entitled  for  all
purposes to rely on the  address  for  any  stockholder  appearing  on  the
records of its duly-appointed transfer agent(s), unless a stockholder shall
specifically  file  with the Secretary of the Corporation a written request
that notices intended  for  such  stockholder  be  mailed  to  a  different
address, in which case all notices shall be mailed to the address specified
in such request.

          Section  1.09   ORDER  OF  BUSINESS AND PROCEDURE.  The order  of
business at all meetings of the stockholders  and  all  matters relating to
the manner of conducting the meeting shall be determined by the Chairman of
the Meeting, whose decisions may be overruled only by majority  vote of the
stockholders  present and entitled to vote at the meeting in person  or  by
proxy.  Meetings  shall be conducted in a manner designed to accomplish the
business of the meeting  in a prompt and orderly fashion and to be fair and
equitable to all stockholders,  but it shall not be necessary to follow any
manual of parliamentary procedure.

          Section 1.10  VOTING.

          (a)  Each stockholder of  Common  Stock shall, at each meeting of
the stockholders, be entitled to one vote for  each  share  of  the  Common
Stock  of  the Corporation which shall have been held by and registered  in
the name of  such  stockholder  on the books of the Corporation on the date
fixed pursuant to these Bylaws as  the record date for the determination of
stockholders entitled to notice of and  to  vote at such meeting, except as
may otherwise be provided by statute or the Certificate of Incorporation.

          (b)  Shares of its own stock belonging  to  the Corporation or to
another corporation, if a majority of the shares entitled  to  vote  in the
election  of  directors  in  such  other  corporation  is held, directly or
indirectly, by the        Corporation, shall neither be  entitled  to  vote
nor be counted for quorum purposes.

          (c)  Any  such  voting rights may be exercised by the stockholder
entitled thereto in person  or  by such stockholder's proxy appointed by an
instrument in writing, subscribed  by  such  stockholder or by his attorney
thereunto  authorized  and delivered to the Secretary  of  the  Meeting  in
sufficient time to permit  the necessary examination and tabulation thereof
before the vote is taken; provided,  however,  that no proxy shall be valid
after the expiration of three years after the date of its execution, unless
the stockholder executing it shall have specified  therein  the  length  of
time  it  is  to  continue in force.  At any meeting of the stockholders at
which a quorum is present,  all  matters,  except  as  otherwise  expressly
required by law, the Certificate of Incorporation or these Bylaws, shall be
decided  by  the  vote of a majority of the shares present in person or  by
proxy and entitled to vote thereat and thereon.  The vote at any meeting of
the stockholders on any questions need not be by ballot, unless so directed
by  the  Chairman  of  the  Meeting  or  required  by  the  Certificate  of
Incorporation.  On a  vote  by  ballot,  each ballot shall be signed by the
stockholder voting, or by such stockholder's proxy, as the case may be, and
it shall state the number of shares voted.   Each  proxy shall be revocable
at  the pleasure of the person executing it, or of such  person's  personal
representative(s)  or  assign(s),  except as otherwise provided by statute.
The authority of the holder of a proxy  to  act shall not be revoked by the
incompetence or death of the stockholder who  executed  the  proxy  unless,
before  the authority is exercised, valid and sufficient written notice  of
an adjudication  of  such  incompetence or of such death is received by the
Secretary of the Corporation.

          Section 1.11  INSPECTORS.   The Board of Directors, in advance of
any meeting of the stockholders, may appoint  one or more inspectors to act
at the meeting.  If inspectors are not so appointed,  the  person presiding
at  the  meeting  may  appoint  one  or more inspectors.  If any person  so
appointed fails to appear or act, the  vacancy may be filled by appointment
made by the Board of Directors in advance  of the meeting or at the meeting
by  the  person  presiding  thereat.   The inspectors  so  appointed  shall
determine the number of shares outstanding,  the  shares represented at the
meeting,  the  existence  of  a quorum and the authenticity,  validity  and
effect of proxies and shall receive  votes,  ballots, waivers, releases, or
consents,  hear  and  determine  all challenges and  questions  arising  in
connection with the right to vote,  count  and tabulate all votes, ballots,
waivers, releases, or consents, determine and  announce  the results and do
such  acts as are proper to conduct the election or vote with  fairness  to
all stockholders.   On  request of the person presiding at the meeting, the
inspectors shall make a report  in  writing  of  any challenge, question or
matter determined by them and execute a certificate  of  any  fact found by
them.  Any report or certificate made by them shall be prima facie evidence
of the facts stated and of the vote as certified by them.





                            ARTICLE II

                        BOARD OF DIRECTORS


          Section  2.01   GENERAL  POWERS  OF  BOARD.   The  powers of  the
Corporation shall be exercised, its business and affairs conducted, and its
property controlled by the Board of Directors, except as otherwise provided
by  the  law  of  Delaware  or  in the Certificate of Incorporation.   Each
Director shall be at least 21 years of age.

          Section 2.02  NUMBER OF  DIRECTORS.   The  number of Directors of
the  Corporation  shall not be less than three, with the  exact  number  of
Directors to be such  number  as may be set from time to time by resolution
adopted by affirmative vote of a majority of the entire Board of Directors;
PROVIDED, HOWEVER, that no decrease in the size of the Board shall serve to
reduce the term of any Director  then  in office.  As used in these Bylaws,
the  term "entire Board" means the total  number  of  Directors  which  the
Corporation  would  have if there were no vacancies.  The initial number of
Directors and the persons  appointed  as  the initial Directors shall be as
selected by the incorporator.

          Section 2.03  ELECTION OF DIRECTORS.   At  each Annual Meeting of
the stockholders, Directors shall be elected by a plurality  of  the  votes
cast by the holders of Common Stock entitled to vote thereon for a term  of
one  year,  and  shall  hold office until the election and qualification of
their successors, or until their earlier resignation or removal.

          Section  2.04  NOMINATIONS.   Nominations  for  the  election  of
Directors may be made  by  the Board of Directors or a committee thereof or
by any stockholder entitled to vote for the election of Directors.

          Section 2.05  RESIGNATIONS.   Any Director of the Corporation may
resign at any time by giving written notice  to the Chairman, the President
or the Secretary of 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.

          Section  2.06   VACANCIES.   In  the event that any vacancy shall
occur  in the Board of Directors, whether because  of  death,  resignation,
removal,  newly  created  directorships  resulting from any increase in the
authorized number of Directors, the failure  of  the  stockholders to elect
the  whole  authorized number of Directors, or for any other  reason,  such
vacancy shall  be filled by the vote of a majority of the Directors then in
office, although  less than a quorum.  A Director elected to fill a vacancy
shall hold office until  the  next  Annual  Meeting of stockholders for the
election of Directors, and until the election  and  qualification of his or
her successor.

          Section 2.07  REMOVAL OF DIRECTORS.  Any or  all of the Directors
may be removed for cause or without cause only by a majority  vote  of  all
outstanding shares of stock.

          Section  2.08  PLACE OF MEETING, ETC.  The Board of Directors may
hold any of its meetings  at  the principal office of the Corporation or at
such other place or places as the  Board of Directors may from time to time
designate.  Directors may participate  in any regular or special meeting of
the Board of Directors or of any committee  thereof  by means of conference
telephone or similar communications equipment pursuant to which all persons
participating   in  any  such  meeting  can  hear  each  other   and   such
participation shall constitute presence in person at any such meeting.

          Section  2.09   REGULAR MEETINGS.  A Regular Meeting of the Board
of Directors shall be held  following  each  Annual Meeting of Stockholders
for the purpose of organizing the Corporation's affairs and the transaction
of  such other business as may properly come before  such  meeting.   Other
Regular  Meetings  of  the Board of Directors may be held at such intervals
and at such time as shall  from  time to time be determined by the Board of
Directors.  Once such determination  has  been  made and notice thereof has
been  once given to each person then a member of the  Board  of  Directors,
such Regular  Meetings may be held at such intervals and at the time(s) and
place(s) so designated without further notice being given.

          Section 2.10  SPECIAL MEETINGS.  Special meetings of the Board of
Directors may be called at any time by the Chairman, by the President or by
a majority of Directors  then in office, to be held on such day and at such
time as shall be specified by the person or persons calling the meeting.

          Section 2.11  NOTICE OF MEETINGS.  Notice of each Special Meeting
or, where required, each Regular  Meeting,  of the Board of Directors shall
be given to each Director either by being failed  on at least the third day
prior  to  the  date  of  the  meeting  or  by being telegraphed  or  given
personally or by telephone at least 24 hours  prior to the date of meeting.
Such notice shall specify the place, date and hour  of  the meeting and, if
it is for a Special Meeting, the purpose or purposes for  which the meeting
is  called.   At  any  meeting  of  the  Board of Directors at which  every
Director shall be present, even though without  such  notice,  any business
may be transacted.  Any acts or proceedings taken at a meeting of the Board
of Directors not  validly called or constituted may be made valid and fully
effective  by  ratification at a subsequent meeting which shall be  legally
and validly called  or  constituted.   Notice of any Regular Meeting of the
Board of Directors need not state the purpose  of  the  meeting and, at any
Regular Meeting duly held, any business may be transacted.   If  the notice
of  a  Special  Meeting  shall  state  as  a  purpose  of  the  meeting the
transaction of any business that may come before the meeting, then  at  the
meeting  any  business may be transacted, whether or not referred to in the
notice thereof.   A  written  waiver  of  notice  of  a  Special or Regular
Meeting, signed by the person or persons entitled to such  notice,  whether
before or after the time stated therein, shall be deemed the equivalent  of
such  notice,  and attendance of a Director at a meeting shall constitute a
waiver of notice  of  such  meeting  except  when  the Director attends the
meeting and prior to or at the commencement of such  meeting  protests  the
lack of proper notice to him or her.

          Section 2.12  QUORUM AND VOTING.  At all meetings of the Board of
Directors, the presence of a majority of the Directors then in office shall
constitute  a  quorum  for  the transaction of business; PROVIDED, HOWEVER,
that  such number may not be less  than  one-third  of  the  entire  Board.
Except  as  otherwise required by law, the Certificate of Incorporation, or
these Bylaws,  the  vote  of  a  majority  of  the Directors present at any
meeting  at which a quorum is present shall be the  act  of  the  Board  of
Directors.   At all meetings of the Board of Directors, each Director shall
have one vote.

          Section  2.13  COMMITTEES.  The Board of Directors may appoint an
Executive Committee,  an Audit, Finance and Compensation Committee, and any
other committee of the Board of Directors, each to consist of three or more
Directors of the Corporation.  Each  such  committee  shall  have  and  may
exercise  all  of  the  powers  and  authority  of  the  Board of Directors
necessary and appropriate to the carrying out of its functions, EXCEPT that
no such committee shall have the power or authority:

          (a)  To amend the Certificate of Incorporation or these Bylaws;

          (b)  To adopt an agreement of merger or consolidation;

          (c)  To recommend to the stockholders the sale, lease or exchange
of all or substantially all the Corporation's property and assets;

          (d)  To  recommend  to  the  stockholders  a dissolution  of  the
Corporation or a revocation of a dissolution; nor

          (e)  To declare a dividend or to authorize the  issuance of stock
unless the resolution creating such committee expressly so provides.

          The  Executive  Committee of the Board shall have the  power  and
authority to act in lieu of the full Board of Directors as may be necessary
in the intervals between Board  meetings  and as otherwise requested by the
full Board, except as otherwise specifically  circumscribed by the Delaware
General Corporation Law, the Corporation's Certificate  of Incorporation or
these Bylaws.

          The Audit, Finance and Compensation Committee of  the Board shall
periodically  review  the Corporation's auditing practices and  procedures,
make recommendations to  management  or to the Board of Directors as to any
changes to such practices and procedures deemed necessary from time to time
to comply with applicable auditing rules,  regulations  and  practices, and
recommend  independent  auditors for the Corporation to be elected  by  the
stockholders.  It shall also  from  time  to  time  review  and approve the
compensation  and benefits payable to the Corporation's executive  officers
and other senior executives.

          Each  such  committee shall serve at the pleasure of the Board of
Directors and shall be subject to the control and direction of the Board of
Directors.  In the absence of any member of any such committee, the members
thereof present at any  meeting  may  appoint  a  member  of  the  Board of
Directors  previously  designated  by the Board of Directors as a committee
alternate to act in the place of such  absent  member.   Any such committee
shall keep written minutes of its meetings and report the same to the Board
of Directors at the next Regular Meeting of the Board of Directors.

          Section  2.14   COMPENSATION.   The  Board of Directors  may,  by
resolution passed by a majority of those in office, fix the compensation of
Directors for service in any capacity and may fix  fees  for  attendance at
meetings and may authorize the Corporation to pay the traveling  and  other
expenses  of  Directors  incident  to  their attendance at meetings, or may
delegate such authority to a committee of  the  Board  of  Directors.   The
Board  of  Directors  shall  fix  the  compensation  of all officers of the
Corporation  who  are appointed by the Board of Directors.   The  Board  of
Directors  may  authorize   the  Chairman  or  the  President  to  fix  the
compensation of such assistant  and  subordinate  officers  and  agents  as
either of them is authorized to appoint and remove.

          Section   2.15   ACTION  BY  CONSENT.   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  a  written  consent
thereto  is  signed  by  all  members  of the Board of Directors or of such
committee, as the case may be, and such  written  consent is filed with the
minutes of proceedings of the Board of Directors or such committee.


                            ARTICLE III

                             OFFICERS


          Section   3.01    GENERAL  PROVISIONS.   The  officers   of   the
Corporation shall be the Chairman of the Board, a President, such number of
Vice Presidents as the Board  of Directors may from time to time determine,
a Secretary and a Treasurer.  Any  person  may hold any two or more offices
and perform all the duties thereof. The Board of Directors may also elect a
Chief Financial Officer, a Controller and such  other  officers  as  it may
determine.

          Section 3.02  ELECTION, TERMS OF OFFICE, AND
QUALIFICATION.   The  officers of the Corporation named in Section 3.01  of
this Article III shall  be  elected  by  the  Board  of  Directors  for  an
indeterminate  term  and  shall hold office at the pleasure of the Board of
Directors.

          Section 3.03  ADDITIONAL  OFFICERS,  AGENTS, ETC.  In addition to
the officers mentioned in Section 3.01 of this Article III, the Corporation
may have such other officers or agents as the Board  of  Directors may deem
necessary and may appoint, each of whom shall hold office  for such period,
have  such  authority and perform such duties as may be provided  in  these
Bylaws as the  Board  of  Directors  may  from time to time determine.  The
Board of Directors may from time to time delegate  to  the  Chairman or the
President  the  power  to  appoint  any subordinate officers or agents  and
prescribe the powers and duties thereof.   In the absence of any officer of
the Corporation, or for any other reason the  Board  of  Directors may deem
sufficient, the Board of Directors may delegate the powers  and  duties  of
such  officer,  in  whole  or  in  part,  to  any  other officer, or to any
Director.

          Section  3.04  REMOVAL.  Any officer of the  Corporation  may  be
removed, either with  or  without cause, at any time, by resolution adopted
by the Board of Directors at any meeting.  Any officer appointed not by the
Board of Directors but by an  officer  or  committee  to which the Board of
Directors  shall have delegated the power of appointment  may  be  removed,
with or without  cause, by the Board of Directors, by the committee that or
superior officer (including successors) who made the appointment, or by any
committee or officer  upon  whom  such power of removal may be conferred by
the Board of Directors.

          Section 3.05  RESIGNATIONS.   Any  officer may resign at any time
by giving written notice to the Board of Directors, or to the Chairman, the
President, or the Secretary of the Corporation.  Any 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.

          Section  3.06   VACANCIES.   A vacancy in any office  because  of
death,  resignation,  removal, disqualification,  or  otherwise,  shall  be
filled in the manner prescribed in these Bylaws for regular appointments or
elections to such office.







                            ARTICLE IV

                      DUTIES OF THE OFFICERS


          Section 4.01   CHAIRMAN.   The  Chairman  shall  preside  at  all
meetings  of the stockholders and of the Board of Directors, and shall have
general charge  of  and  be  primarily  responsible  for the conduct of the
business  of the Corporation, including long range planning  and  strategic
analyses of  the  Corporation's future growth and direction, and subject to
the Board s approval,  establishing the general business policies and goals
of the Corporation.  Except  where by law the signature of the President is
required, the Chairman shall possess  the  same  power  as the President to
sign all contracts, certificates and other instruments of  the  Corporation
which  may be authorized by the Board of Directors.  During the absence  or
disability of the President, the Chairman shall exercise all the powers and
discharge all the duties of the President.  The Chairman shall also perform
such duties  and may exercise such other powers as from time to time may be
assigned by these Bylaws or by the Board of Directors.

          Section  4.02   PRESIDENT.   The  President shall, subject to the
control of the Board and the Chairman, have general supervision of the day-
to-day  operation and administration of the business  of  the  Corporation,
together  with such other duties and such other powers as from time to time
may be assigned  by  the  Board  of  Directors  or  the Chairman.  He shall
execute  all  bonds,  mortgages,  contracts  and other instruments  of  the
Corporation  requiring a seal, under the seal of  the  Corporation,  except
where required  or permitted by law to be otherwise signed and executed and
except that the other  officers  of  the  Corporation  may sign and execute
documents  when so authorized by these Bylaws, the Board  of  Directors  or
Chairman.  In  the  absence  or  disability  of the Chairman, the President
shall  preside  at  all  meetings  of the shareholders  and  the  Board  of
Directors.

          Section 4.03  VICE PRESIDENTS.  The Vice Presidents shall perform
such duties as are conferred upon them  by these Bylaws or as may from time
to time be assigned to them by the Board  of Directors, the Chairman or the
President.  Any one of the Vice Presidents  may  be designated by the Board
of  Directors  as  an  Executive  Vice President.  At the  request  of  the
Chairman  or  the  President,  or  in the  absence  or  disability  of  the
President, the Executive Vice President  shall  perform  all the duties and
have  all  the  powers  of  the  President.  If there be no Executive  Vice
President, the Vice President designated  by  the  Board of Directors shall
perform such duties and exercise such functions.  Each Vice President shall
have  such  other powers and duties as may from time to  time  be  properly
prescribed by  the  Board  of  Directors,  the  Chairman, or the President.
Chief Operating Officer.

          Section 4.04  TREASURER.  The Treasurer  shall  keep  correct and
complete books and records of account for the Corporation.  Subject  to the
control and supervision of the Board of Directors and the Chairman, or such
other  officer  as  either  of  them  may  designate,  the  Treasurer shall
establish  programs  for  the  provision  of  the capital required  by  the
Corporation,  including  negotiating  the  procurement   of   capital   and
maintaining  adequate sources for the Corporation's current borrowings from
lending institutions.   He  shall maintain banking arrangements to receive,
have custody of and disburse  the  funds and securities of the Corporation.
He shall invest the funds of the Corporation as required, and establish and
coordinate policies for investment in  pension  and  other similar accounts
due the Corporation.  The Treasurer shall have such other powers and duties
as may from time to time be properly prescribed by the  Board of Directors,
the Chairman, the President, or the Chief Financial Officer.

          Section 4.05  SECRETARY.  The Secretary shall attend all meetings
of  the  Board of Directors and of the stockholders, and shall  record  all
votes in the Minutes of all such proceedings in a book to be maintained for
such purpose.   The  Secretary  shall give or cause to be given a notice of
all meetings of stockholders and  of the Board of Directors.  The Secretary
shall be the custodian of the seal  of  the Corporation and shall affix the
seal to any instrument when authorized by  the  Board  of  Directors.   The
Secretary  shall  keep all the documents and records of the Corporation, as
required by law or  otherwise,  in a proper and safe manner.  The Secretary
shall have such other powers and  duties  as  may  from  time  to  time  be
properly  prescribed  by  the  Board  of  Directors,  the  Chairman  or the
President.

          Section  4.06   CHIEF  FINANCIAL OFFICER.  The Board of Directors
may  appoint  a  Chief  Financial Officer.   Subject  to  the  control  and
supervision of the Board of Directors and the Chairman, the Chief Financial
Officer  shall have general  charge  of  establishing  and  overseeing  all
financial  and  accounting  policies  and  matters of the Corporation.  The
Chief Financial Officer shall also have such other powers and duties as may
from time to time be properly prescribed by  the  Board of Directors or the
Chairman.

          Section 4.07  CONTROLLER.  The Board of Directors  may  appoint a
Controller.   Subject  to  the  control  and  supervision  of  the Board of
Directors,  the  Chairman, or such officer as either of them may designate,
the Controller shall  establish, coordinate and administer an adequate plan
for  the  financial  control  of  operations,  including  profit  planning,
programs for capital investing  and for financing, sales forecasts, expense
budgets  and cost standards, together  with  the  necessary  procedures  to
effectuate  such  plans.   The  Controller  shall  compare performance with
operating plans and standards and shall report and interpret the results of
operations to all levels of management.


                             ARTICLE V

             INDEMNIFICATION OF DIRECTORS AND OFFICERS


          Section 5.01  MANDATORY INDEMNIFICATION.   The  Corporation shall
indemnify any officer or Director of the Corporation who was  or is a party
or is threatened to be made a party to any threatened, pending or completed
action,  suit  or  proceedings, whether civil, criminal, administrative  or
investigative (including,  without  limitation,  any  action  threatened or
instituted  by or in the right of the Corporation), by reason of  the  fact
that  he  is  or  was  a  Director,  officer,  employee  or  agent  of  the
Corporation, or  is  or  was serving at the request of the Corporation as a
Director,  trustee, officer,  employee  or  agent  of  another  corporation
(domestic or foreign, nonprofit or for profit), partnership, joint venture,
trust or other enterprise, against expenses (including, without limitation,
attorneys' fees,  filing fees, court reporters' fees and transcript costs),
judgments, fines and  amounts  paid  in  settlement actually and reasonably
incurred by him in connection with such action,  suit  or  proceeding if he
acted in good faith and in a manner he reasonably believed to  be in or not
opposed to the best interests of the Corporation, and with respect  to  any
criminal  action  or  proceeding, he had no reasonable cause to believe his
conduct was unlawful.  A person claiming indemnification under this Section
5.01 shall be presumed,  in  respect  of any act or omission giving rise to
such claim for indemnification, to have acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
Corporation,  and  with respect to any criminal  matter,  to  have  had  no
reasonable cause to  believe  his conduct was unlawful, and the termination
of  any  action,  suit or proceeding  by  judgment,  order,  settlement  or
conviction, or upon a plea of nolo contendere or its equivalent, shall not,
of itself, rebut such presumption.

          Section 5.02  COURT-APPROVED INDEMNIFICATION.  Anything contained
in these Bylaws or elsewhere to the contrary notwithstanding:

          (a)  The  Corporation shall not indemnify any officer or Director
of the Corporation who  was  a  party  to  any  completed  action  or  suit
instituted  by  or in the right of the Corporation to procure a judgment in
its favor by reason  of  the  fact  that  he is or was a Director, officer,
employee or agent of the Corporation, or is  or  was serving at the request
of the Corporation as a Director, trustee, officer,  employee  or  agent of
another  Corporation  (domestic  or  foreign,  nonprofit  or  for  profit),
partnership,  joint  venture, trust or other enterprise, in respect of  any
claim, issue or matter asserted in such action or suit as to which he shall
have  been adjudged to  be  liable  for  gross  negligence  or  intentional
misconduct  in  the  performance  of his duty to the Corporation unless and
only to the extent that the Court of  Chancery  of the State of Delaware or
the  court in which such action or suit was brought  shall  determine  upon
application  that,  despite  such adjudication of liability, and in view of
all the circumstances of the case,  he is fairly and reasonably entitled to
such indemnity as such Court of Chancery  or  such  other  court shall deem
proper; and

          (b)  The   Corporation  shall  promptly  make  any  such   unpaid
indemnification as is determined by a court to be proper as contemplated by
this Section 5.02.

          Section 5.03   INDEMNIFICATION  FOR EXPENSES.  Anything contained
in these Bylaws or elsewhere to the contrary notwithstanding, to the extent
that an officer or Director of the Corporation  has  been successful on the
merits or otherwise in defense of any action, suit or  proceeding  referred
to in Section 5.01, or in defense of any claim, issue or matter therein, he
shall   be   promptly  indemnified  by  the  Corporation  against  expenses
(including,  without   limitation,   attorneys   fees,   filing  fees,court
reporters' fees and transcript costs) actually and reasonably  incurred  by
him in connection therewith.

          Section   5.04    DETERMINATION  REQUIRED.   Any  indemnification
required under Section 5.01 and  not  precluded under Section 5.02 shall be
made by the Corporation only upon a determination that such indemnification
of the officer or Director is proper in  the  circumstances  because he has
met  the  applicable  standard of conduct set forth in Section 5.01.   Such
determination  may be made  only  (a)  by  a  majority  vote  of  a  quorum
consisting of Directors of the Corporation who were not and are not parties
to any such action,  suit  or  proceedings,  or (b) if such a quorum is not
obtainable  or  if  a  majority of a quorum of disinterested  Directors  so
directs, by independent  legal  counsel in a written opinion, or (c) by the
stockholders, or (d) by the Court  of  Chancery of the State of Delaware or
(if the Corporation is a party thereto)  the  court  in  which such action,
suit or proceeding was brought, if any.  Any such determination may be made
by a court under division (d) of this Section 5.04 at any time (including.,
without limitation, any time before, during or after the time when any such
determination may be requested of, be under consideration  by  or have been
denied or disregarded by the disinterested Directors under division  (a) or
by  independent  legal  counsel  under  division (b) or by the stockholders
under division (c) of this Section 5.04);  and no failure for any reason to
make any such determination, and no decision  for  any  reason  to deny any
such determination, by the disinterested Directors under division (a) or by
independent  legal  counsel  under  division  (b)  or by stockholders under
division  (c) of this Section 5.04 shall be evidence  in  rebuttal  of  the
presumption  recited  in  Section  5.01.   Any  determination  made  by the
disinterested  Directors under division (a) or by independent legal counsel
under division (b)  of this Section 5.04 to make indemnification in respect
of any claim, issue or  matter  asserted in an action or suit threatened or
brought  by  or  in  the  right  of  the   Corporation  shall  be  promptly
communicated to the person who threatened or  brought  such action or suit,
and within twenty days after receipt of such notification such person shall
have the right to petition the Court of Chancery of the  State  of Delaware
or  the  court in which such action or suit was brought, if any, to  review
the reasonableness of such determination.

          Section   5.05   ADVANCES  FOR  EXPENSES.   Expenses  (including,
without limitation, attorneys' fees, filing fees, court reporters' fees and
transcript costs) incurred  in  defending  any  action,  suit or proceeding
referred to in Section 5.01 shall be paid by the Corporation  in advance of
the final disposition of such action, suit or proceeding to or on behalf of
the officer or Director promptly as such expenses are incurred  by him, but
only  if  such officer or Director shall first agree, in writing, to  repay
all amounts so paid in respect of any claim, issue or other matter asserted
in such action,  suit  or  proceeding in defense of which he shall not have
been successful on the merits or otherwise:

          (a)  If it shall ultimately  be determined as provided in Section
5.04  that  he  is not entitled to be indemnified  by  the  Corporation  as
provided under Section 5.01; or

          (b)  If,  in respect of any claim, issue or other matter asserted
by or in the right of the Corporation in such action or suit, he shall have
been adjudged to be liable  for  gross negligence or intentional misconduct
in the performance of his duty to  the  Corporation, unless and only to the
extent that the Court of Chancery of the  State of Delaware or the court in
which  such  action or suit was brought shall  determine  upon  application
that, despite  such  adjudication  of  liability,  and  in  view of all the
circumstances, he is fairly and reasonably entitled to all or  part of such
indemnification.

          Section  5.06   ARTICLE  V  NOT  EXCLUSIVE.   The indemnification
provided  by  this  Article V shall not be deemed exclusive  of  any  other
rights to which any person  seeking  indemnification  may be entitled under
the  Certificate  of  Incorporation  or  any  Bylaw,  agreement,   vote  of
stockholders or disinterested Directors, or otherwise, both as to action in
his  official  capacity  and as to action in another capacity while holding
such office, and shall continue  as  to  a  person  who has ceased to be an
officer or Director of the Corporation and shall inure  to  the  benefit of
the heirs, executors, and administrators of such a person.

          Section  5.07   INSURANCE.   The  Corporation  may  purchase  and
maintain  insurance  on  behalf  of  any  person  who is or was a Director,
officer, employee or agent of the Corporation, or is  or was serving at the
request of the Corporation as a Directors, trustee, officer,  employee,  or
agent  of  another  corporation  (domestic  or  foreign,  nonprofit  or for
profit), partnership, joint venture, trust or other enterprise, against any
liability asserted against him and incurred by him in any such capacity, or
arising  out  of  his  status as such, whether or not the Corporation would
have the obligation or the  power  to  indemnify him against such liability
under the provisions of this Article V.

          Section 5.08  CERTAIN DEFINITIONS.   For purposes of this Article
V, and as examples and not by way of limitation:

          (a)  A person claiming indemnification under this Article V shall
be deemed to have been successful on the merits  or otherwise in defense of
any action, suit or proceeding referred to in Section  5.01,  or in defense
of  any  claim,  issue  or  the  matter  therein,  if such action, suit  or
proceeding  shall  be  terminated  as  to  such  person,  with  or  without
prejudice, without the entry of a judgment or order against  him, without a
conviction  of  him, without the imposition of a fine upon him and  without
his payment or agreement  to  pay any amount in settlement thereof (whether
or not any such termination is based upon a judicial or other determination
of the lack of merit of the claims made against him or otherwise results in
his vindication); and

          (b)  References to an  "other  enterprise" shall include employee
benefit  plans;  references  to a "fine" shall  include  any  excise  taxes
assessed  on  a  person with respect  to  an  employee  benefit  plan;  and
references to "serving at the request of the Corporation" shall include any
service as a Director,  officer, employee or agent of the Corporation which
imposes  duties  on,  or involves  services  by,  such  Director,  officer,
employee  or  agent  with   respect   to  an  employee  benefit  plan,  its
participants or beneficiaries; and a person  who acted in good faith and in
a  manner  he  reasonably  believed  to  be in the best  interests  of  the
participants and beneficiaries of an employee  benefit plan shall be deemed
to  have  acted  in  a  manner "not opposed to the best  interests  of  the
Corporation" within the meaning of that term as used in this Article V.

          Section 5.09  VENUE.  Any action, suit or proceeding to determine
a claim for indemnification  under  this Article V may be maintained by the
person claiming such indemnification,  or  by the Corporation, in the Court
of Chancery of the State of Delaware. The Corporation and (by claiming such
indemnification) each such person consent to  the  exercise of jurisdiction
over its or his person by the Court of Chancery of the State of Delaware in
any such action, suit or proceeding.

          Section  5.10  CONTRACTUAL NATURE.  The foregoing  provisions  of
this Article V shall be deemed to be a contract between the Corporation and
each Director and officer  who  serves  in  such capacity at any time while
this  Section  5.10 is in effect, and any repeal  or  modification  thereof
shall not affect  any  rights  or obligations then existing with respect to
any state of facts then or theretofore  existing  or  any  action,  suit or
proceeding theretofore or thereafter brought based in whole or in part upon
any such state of facts.


                            ARTICLE VI

                     SHARES AND THEIR TRANSFER


          Section 6.01  CERTIFICATE FOR SHARES.  Every owner of one or more
shares in this Corporation shall be entitled to a certificate, which  shall
be  in  such form as the Board of Directors shall prescribe, certifying the
number and  class  of shares in the Corporation owned by such person.  When
such certificate is  countersigned  by  an  incorporated  transfer agent or
registrar,  the  signature  of  any  of  said  officers  may  be facsimile,
engraved, stamped or printed.  The certificates for the respective  classes
of such shares shall be numbered in the order in which they shall be issued
and  shall  be  signed  in the name of the Corporation by the Chairman, the
President or a Vice President  and  by  the  Secretary or the Treasurer.  A
record shall be kept of the name of the person, firm, or corporation owning
the shares represented by each such certificate  and  the  number of shares
represented thereby, the date thereof and in case of cancellation, the date
of  cancellation.   Every  certificate  surrendered to the Corporation  for
exchange  or  transfer  shall  be  cancelled  and  no  new  certificate  or
certificates  shall  be  issued in exchange for any  existing  certificates
until such certificates shall  have been so cancelled.  In case any officer
who  has  signed, or whose facsimile  signature  has  been  placed  upon  a
certificate,  shall  have ceased to be such officer before such certificate
is issued, such certificate  may be issued by the Corporation with the same
effect as if such person were such officer at the date of issue.

          Section 6.02  LOST,  DESTROYED  OR  MUTILATED CERTIFI- CATES.  If
any certificates for shares in this Corporation  become  worn,  defaced, or
mutilated   but  are  still  substantially  intact  and  recognizable,  the
Directors, upon  production  and  surrender  thereof,  shall order the same
cancelled and shall issue a new certificate in lieu of same.  The holder of
any shares in the Corporation shall immediately notify the Corporation if a
certificate  therefor  shall  be  lost,  destroyed,  or  mutilated   beyond
recognition,  and  the Corporation may issue a new certificate in the place
of any certificate theretofore  issued  by it which is alleged to have been
lost  or  destroyed  or  mutilated  beyond recognition.   Unless  otherwise
provided by the Board of Directors or  an  officer  of the Corporation, the
owner  of  the  certificate  which has been lost, destroyed,  or  mutilated
beyond recognition, or his legal representative, shall give the Corporation
a bond in such sum and with such  surety  or sureties as may be required to
adequately indemnify the Corporation against  any  claim  that  may be made
against  it  on account of the alleged loss, destruction, or mutilation  of
any  such  certificate.  The  Board  of  Directors  may,  however,  in  its
discretion, refuse to issue any such new certificate pending the resolution
of  any  legal   proceedings   involving  such  certificate  or  the  loss,
destruction or mutilation thereof.

          Section 6.03  TRANSFERS  OF  SHARES.   Transfers of shares in the
Corporation  shall  be  made only on the books of the  Corporation  by  the
registered  holder  thereof,  his  or  its  legal  guardian,  executor,  or
administrator, or by  his  or its attorney thereunto authorized by power of
attorney duly executed and filed  with  the Secretary of the Corporation or
with a transfer agent appointed by the Board of Directors, and on surrender
of the certificate or certificates for such  shares  properly  endorsed  or
accompanied  by properly executed stock powers (and any requested signature
guarantees) and  evidence  of  the  payment  of all taxes imposed upon such
transfer.   The  person in whose name shares stand  on  the  books  of  the
Corporation shall, to the full extent permitted by law, be deemed the owner
thereof for all purposes  as  regards  the Corporation, and the Corporation
shall not be bound to recognize any equitable or other claim or interest in
such shares on the part of any other person,  whether  or not it shall have
express or other notice thereof, except as expressly provided by statute.

          Section   6.04   STOCK  LEDGERS.   The  stock  ledgers   of   the
Corporation containing  the  names  and addresses of the stock- holders and
the number of shares held by them respectively  shall  be maintained at the
principal offices of the Corporation, or, if there be a  transfer agent, at
the  office  of  such  transfer  agent  as  the  Board  of Directors  shall
determine.

          Section 6.05  REGULATIONS.  The Board of Directors  may make such
rules  and  regulations as it may deem expedient and not inconsistent  with
these  Bylaws   concerning   the   issue,  transfer,  and  registration  of
certificates for shares in the Corporation.  It  may  appoint  one  or more
transfer  agents  or  one  or more registrars, or both, and may require all
certificates for shares to bear the signature of either or both.


                            ARTICLE VII

                             FINANCES


          Section 7.01 DIVIDENDS.   Subject  to  any  statutory provisions,
dividends upon the capital stock of the Corporation may  be declared by the
Board  of  Directors, payable on such dates as the Board of  Directors  may
designate.

          Section  7.02   RESERVES.   Before  the  payment of any dividend,
there  may be set aside out of the funds of the Corporation  available  for
dividends, such sum or sums as the Board of Directors may from time to time
in its absolute  discretion  deem proper as a reserve to meet contingencies
or for equalizing dividends, or  for  repairing or maintaining any property
of  the Corporation, or for such other purpose  as  the  Board  shall  deem
conducive  to  the interests of the Corporation. The Board of Directors may
modify or abolish any such reserve in the manner in which it was created.

          Section 7.03  BILLS, NOTES, ETC.  All checks or demands for money
and notes or other  instruments  evidencing  indebtedness or obligations of
the Corporation shall be made in the name of the  Corporation  and 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.


                           ARTICLE VIII

                             DIVISIONS


          Section  8.01  CREATION OF DIVISIONS.  The Board of Directors may
from time to time create  Divisions of the Corporation as operational units
of the Corporation, and may  set  apart  to  such Divisions such aspects or
portions of the business, affairs and properties  of the Corporation as the
Board of Directors may from time to time determine.

          Section 8.02  DIVISION OFFICERS.  The Board  of  Directors of the
Corporation may appoint as officers of a Division a President,  one or more
Vice  Presidents, a Secretary, a Treasurer and any other officers,  all  of
whom shall  serve  at  the  pleasure  of  the Board of Directors.  The same
person may hold two or more offices of a Division,  and  any person holding
an office of a Division may also be elected an officer of  the Corporation.
The  officers  and  all  other  persons who shall serve a Division  in  the
capacities set forth in this Article  are  hereby  appointed  agents of the
Corporation with the powers and duties herein set forth; provided, however,
that  the  authority of said agents shall be limited to matters related  to
the properties,  business  and affairs of the Division and shall not extend
to  any  other portion of the  properties,  business  and  affairs  of  the
Corporation.   The  Board  of Directors may from time to time authorize the
Chairman or the President of the Corporation to appoint and remove all such
Divisional officers and agents and to prescribe their respective powers and
duties.

          Section 8.03  DIVISION  PRESIDENT.   The  President of a Division
shall be the Chief Executive Officer of the Division  and  shall  have  the
responsibility  for  the general management of the affairs of the Division,
subject to the direction  of  the  Board of Directors, the Chairman and the
President of the Corporation.  He shall  see that all orders, instructions,
policies and resolutions of the Board of Directors,  the  Chairman  and the
President  of  the Corporation relating to the business and affairs of  the
Division are carried into effect.

          Section  8.04   DIVISION SECRETARY.  The Division Secretary shall
have the custody of such books  and papers, shall maintain such records and
shall have such other powers and  duties  as  may  from  time  to  time  be
properly  prescribed  by  the  Board  of  Directors,  the  Chairman and the
President of the Corporation and by the Division President.

          Section  8.05  DIVISION TREASURER.  Subject to the  direction  of
the Treasurer of the  Corporation  and the Division President, the Division
Treasurer shall have custody of the  funds  and securities of the Division,
shall  keep  full and accurate accounts of receipts  and  disbursements  in
books belonging  to  the  Division,  shall  deposit  all  monies  and other
valuable  effects  in  the  name  and to the credit of the Division in such
depositories as may be designated by  the Board of Directors and shall have
such  other  powers  and  duties  as may from  time  to  time  be  properly
prescribed by the Board of Directors, the Chairman and the President of the
Corporation and by the Division President.




                            ARTICLE IX

                               SEAL


          The Board of Directors may  provide a corporate seal, which shall
be circular and contain the name of the  Corporation  engraved  around  the
margin  and  the  words "corporate seal," the year of its organization, and
the word "Delaware."


                             ARTICLE X

                            AMENDMENTS


          Section 10.01   POWER  TO  AMEND.   These  Bylaws may be adopted,
altered, amended or repealed only by the affirmative vote of the holders of
at  least  80%  of the issued and outstanding shares of this  Corporation's
Common Stock.  The  Board  of Directors shall also have the power to adopt,
alter, amend or repeal these  Bylaws by a majority vote of the entire Board
of Directors at any meeting thereof.