As amended September 7, 1989
                                    BY-LAWS
                                       OF
                          CAPITAL INCOME BUILDER, INC.
                                   ARTICLE I.
                                  SHAREHOLDERS
     Section 1.01.  Annual Meeting.  The annual meeting of shareholders shall
be held during the 30 days following the 4th of July, at such date and time as
may be designated from time to time by the Board of Directors for the election
of directors and the transaction of any business within the powers of the
Corporation, except that the Corporation shall not be required to hold an
annual meeting in any year other than a year in which the election of directors
is required to be acted upon by stockholders under the Investment Company Act
of 1940.  If the Corporation is required under the Investment Company Act of
1940 in any year to hold a meeting of stockholders for the election of
directors, such meeting shall be designated as the annual meeting of
stockholders for that year.  Any business of the Corporation may be transacted
at an annual meeting without being specifically designated in the notice,
except such business as is specifically required by statute or by the Articles
of Incorporation to be stated in the notice.  Failure to hold an annual meeting
at the designated time shall not, however, invalidate the corporate existence
or affect otherwise valid corporate acts.
     Section 1.02.  Special Meetings.  At any time in the interval between
annual meetings, special meetings of the shareholders may be called by the
Chairman of the Board or the President or by a majority of the Board or by
shareholders entitled to cast 10% in number of votes by vote at a meeting or in
writing with or without a meeting.
     Section 1.03.  Place of Meetings.  Meetings of the shareholders for the
election of Directors shall be held at such place either within or without the
State of Maryland or elsewhere in the United States as shall be designated from
time to time by the Board of Directors and stated in the notice of the meeting. 
Meetings of shareholders for any other purpose may be held at such time and
place, within the State of Maryland or elsewhere in the United States, as shall
be stated in the notice of the meeting or in a duly executed waiver of notice
thereof.
     Section 1.04.  Notice of Meetings.  Not less than ten days nor more than
ninety days before the date of every shareholders' meeting, the Secretary shall
give to each shareholder entitled to vote at such meeting, written or printed
notice stating the time and place of the meeting and, if the meeting is a
special meeting or notice of the purpose is required by statute, the purpose or
purposes for which the meeting is called, either by mail or by presenting it to
the shareholder personally or by leaving it at the shareholder's residence or
usual place of business.  If mailed, such notice shall be deemed to be given
when deposited in the United States mail addressed to the shareholder at his
post office address as it appears on the records of the Corporation, with
postage thereon prepaid.  Notwithstanding the foregoing provision, a waiver of
notice in writing, signed by the person or persons entitled to such notice and
filed with the records of the meeting, whether before or after the holding
thereof, or actual attendance at the meeting in person or by proxy, shall be
deemed equivalent to the giving of such notice to such persons.  Any meeting of
shareholders, annual or special, may adjourn from time to time to reconvene at
the same or some other place, and no notice need be given of any such adjourned
meeting other than by announcement at the meeting.
     Section 1.05.  Quorum.  At any meeting of shareholders the presence in
person or by proxy of shareholders entitled to cast one third of the votes
thereat shall constitute a quorum; but this Section shall not affect any
requirement under statute or under the Articles for the vote necessary for the
adoption of any measure.  In the absence of a quorum the shareholders present
in person or by proxy, by majority vote and without notice, may adjourn the
meeting from time to time until a quorum shall attend.  At any such adjourned
meeting at which a quorum shall be present, any business may be transacted
which might have been transacted at the meeting as originally called.
     Section 1.06.  Votes Required.   A majority of the votes cast at a meeting
of shareholders, duly called and at which a quorum is present, shall be
sufficient to take or authorize action upon any matter which may properly come
before the meeting, unless more than a majority of votes cast is required by
statute or by the Articles.  Each outstanding share of stock shall be entitled
to one vote on each matter submitted to a vote at a meeting of shareholders and
fractional shares shall be entitled to corresponding fractions of one vote on
such matters, except that a plurality of all the votes cast at a meeting at
which a quorum is present is sufficient to elect a director.
     Section 1.07.  Proxies.  A shareholder may vote the shares owned of record
by him either in person or by proxy executed in writing by the shareholder or
by the shareholder's duly authorized attorney-in-fact.  No proxy shall be valid
after eleven months from its date, unless otherwise provided in the proxy. 
Every proxy shall be in writing, subscribed by the shareholder or the
shareholder's duly authorized attorney, and dated, but need not be sealed,
witnessed or acknowledged.
     Section 1.08.  List of Shareholders.  At each meeting of shareholders, a
full, true and complete list in alphabetical order of all shareholders entitled
to vote at such meeting, certifying the number and class or series of shares
held by each, shall be made available by the Secretary.
     Section 1.09.  Voting.  In all elections for Directors every shareholder
shall have the right to vote, in person or by proxy, the shares owned of record
by the shareholder, for as many persons as there are Directors to be elected
and for whose election the shareholder has a right to vote.  At all meetings of
shareholders, unless the voting is conducted by inspectors, the proxies and
ballots shall be received, and all questions regarding the qualification of
voters and the validity of proxies and the acceptance or rejection of votes
shall be decided by the chairman of the meeting.  If demanded by shareholders,
present in person or by proxy, entitled to cast 10% in number of votes, or if
ordered by the chairman, the vote upon any election or question shall be taken
by ballot.  Upon like demand or order, the voting shall be conducted by two
inspectors in which event the proxies and ballots shall be received, and all
questions regarding the qualification of voters and the validity of proxies and
the acceptance or rejection of votes shall be decided, by such inspectors. 
Unless so demanded or ordered, no vote need be by ballot, and voting need not
be conducted by inspectors.  Inspectors may be elected by the shareholders at
their annual meeting, to serve until the close of the next annual meeting and
their election may be held at the same time as the election of Directors.  In
case of a failure to elect inspectors, or in case an inspector shall fail to
attend, or refuse or be unable to serve, the shareholders at any meeting may
choose an inspector or inspectors to act at such meeting, and in default of
such election the chairman of the meeting may appoint an inspector or
inspectors.
     Section 1.10.  Action by Shareholders Other than at a Meeting. Any action
required or permitted to be taken at any meeting of shareholders may be taken
without a meeting, if a consent in writing, setting forth such action, is
signed by all the shareholders entitled to vote on the subject matter thereof
and any other shareholders entitled to notice of a meeting of shareholders (but
not to vote thereat) have waived in writing any rights which they may have to
dissent from such action, and such consent and waiver are filed with the
records of the Corporation.
                                   ARTICLE II
                               BOARD OF DIRECTORS
     Section 2.01.  Powers.  The Board may exercise all the powers of the
Corporation, except such as are by statute or the charter or these By-Laws
conferred upon or reserved to the shareholders.  The Board shall keep full and
fair accounts of its transactions.
     Section 2.02.  Number of Directors.  The number of Directors shall be such
number as shall be fixed from time to time by vote of a majority of the
Directors; provided, however, that the number of Directors shall in no event
exceed fifteen nor be reduced to fewer than three.  The tenure of office of a
Director shall not be affected by any decrease in the number of Directors made
by the Board.
     Section 2.03.  Election of Directors.  Until the first annual meeting of
shareholders and until successors or additional Directors are duly elected and
qualify, the Board shall consist of the persons named as such in the charter. 
At the first annual meeting of shareholders and at each annual meeting
thereafter, the shareholders shall elect Directors to hold office until the
next succeeding annual meeting and until their successors are elected and
qualify.  At any meeting of shareholders, duly called and at which a quorum is
present, the shareholders may, by the affirmative vote of the holders of a
majority of the votes entitled to be cast thereon, remove any Director or
Directors from office and may elect a successor or successors to fill any
resulting vacancies for the unexpired terms of removed Directors.
     Section 2.04.  Regular Meetings.  After each meeting of shareholders at
which a Board of Directors shall have been elected, the Board so elected shall
meet for the purpose of organization and the transaction of other business.  No
notice of such first meeting shall be necessary if held immediately after the
adjournment, and at the site, of such meeting of shareholders.  Other regular
meetings of the Board shall be held without notice on such dates and at such
places within or without the State of Maryland as may be designated from time
to time by the Board.
     Section 2.05.  Special Meetings.  Special meetings of the Board may be
called at any time by the Chairman of the Board, the President or the Secretary
of the Corporation, or by a majority of the Board by vote at a meeting, or in
writing with or without a meeting.  Such special meetings shall be held at such
place or places within or without the State of Maryland as may be designated
from time to time by the Board.  In the absence of such designation such
meetings shall be held at such places as may be designated in the calls.
     Section 2.06.  Notice of Meetings.  Except as provided in Section 2.04,
notice of the place, day and hour of all meetings shall be given to each
Director two days (or more) before the meeting, by delivering the same
personally, or by sending the same by telegraph, or by leaving the same at the
Director's residence or usual place of business, or, in the alternative, by
mailing such notice three days (or more) before the meeting, postage prepaid,
and addressed to the Director at the Director's last known business or
residence post office address, according to the records of the Corporation. 
Unless required by these By-Laws or by resolution of the Board, no notice of
any meeting of the Board need state the business to be transacted thereat.  No
notice of any meeting of the Board need be given to any Director who attends,
or to any Director who in writing executed and filed with the records of the
meeting either before or after the holding thereof, waives such notice.  Any
meeting of the Board, regular or special, may adjourn from time to time to
reconvene at the same or some other place, and no notice need be given of any
such adjourned meeting other than by announcement at the adjourned meeting.
     Section 2.07.  Quorum.  At all meetings of the Board, a majority of the
entire Board (but in no event fewer than two Directors) shall constitute a
quorum for the transaction of business.  Except in cases in which it is by
statute, by the charter or by these By-Laws otherwise provided, the vote of a
majority of such quorum at a duly constituted meeting shall be sufficient to
elect and pass any measure.  In the absence of a quorum, the Directors present
by majority vote and without notice other than by announcement at the meeting
may adjourn the meeting from time to time until a quorum shall attend.  At any
such adjourned meeting at which a quorum shall be present, any business may be
transacted which might have been transacted at the meeting as originally
noticed.
     Section 2.08.  Vacancies.  Any vacancy occurring in the Board of Directors
for any cause other than by reason of an increase in the number of Directors
may be filled by a majority of the remaining members of the Board of Directors,
although such majority is less than a quorum.  Any vacancy occurring by reason
of an increase in the number of Directors may be filled by action of a majority
of the entire Board of Directors; provided, in either case, that immediately
after filling such vacancy at least two-thirds of the Directors then holding
office shall have been elected to such office by the shareholders at an annual
or special meeting thereof.  If at any time after the first annual meeting of
shareholders of the Corporation a majority of the Directors in office shall
consist of Directors elected by the Board of Directors, a meeting of the
shareholders shall be called forthwith for the purpose of electing the entire
Board of Directors, and the terms of office of the Directors then in office
shall terminate upon the election and qualification of such Board of Directors. 
A Director elected by the Board of Directors or the shareholders to fill a
vacancy shall be elected to hold office until the next annual meeting of
shareholders and until his successor is elected and qualifies.
     Section 2.09.  Compensation and Expenses.  Directors may, pursuant to
resolution of the Board, be paid fees for their services, which fees may
consist of an annual fee or retainer and/or a fixed fee for attendance at
meetings.  In addition, Directors may in the same manner be reimbursed for
expenses incurred in connection with their attendance at meetings or otherwise
in performing their duties as Directors.  Members of committees may be allowed
like compensation and reimbursement.  Nothing herein contained shall preclude
any Director from serving the Corporation in any other capacity and receiving
compensation therefor.
     Section 2.10.  Action by Directors Other than at a Meeting.  Any action
required or permitted to be taken at any meeting of the Board, or of any
committee thereof, may be taken without a meeting, if a written consent to such
action is signed by all members of the Board or of such committee, as the case
may be, and such written consent is filed with the minutes of proceedings of
the Board or committee.
     Section 2.11.  Committees.  The Board may, by resolution passed by a
majority of the entire Board, designate one or more committees, each committee
to consist of two or more of the Directors.  The Board may designate one or
more Directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee.  Any such
committee, to the extent provided in the resolution and by law, shall have and
may exercise the powers of the Board in the management of the business and
affairs of the Corporation, provided, however, that in the absence or
disqualification of any member of such committee or committees, the member or
members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may appoint another member of
the Board to act at the meeting in the place of any such absent or disqualified
member.  Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board.  Each
committee shall keep regular minutes of its meetings and report the same to the
Board when required.
     Section 2.12.  Holding of Meetings by Conference Telephone Call.  At any
regular or special meeting of the Board or any committee thereof, members
thereof may participate in such meeting by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other.  Participation in a meeting pursuant to this
section shall constitute presence in person at such meeting.
                                  ARTICLE III
                                    OFFICERS
         Section 3.01.  Executive Officers.  The Board of Directors shall
choose a President and may choose a Chairman of the Board and a Vice Chairman
of the Board from among the Directors, and shall choose a Secretary and a
Treasurer who need not be Directors.  The Board of Directors shall designate as
principal executive officer of the Corporation either the Chairman of the
Board, the Vice Chairman of the Board, or the President.  The Board of
Directors may choose an Executive Vice President, one or more Senior Vice
Presidents, one or more Vice Presidents, one or more Assistant Secretaries and
one or more Assistant Treasurers, none of whom need be a Director.  Any two or
more of the above-mentioned offices, except those of President and a Vice
President, may be held by the same person, but no officer shall execute,
acknowledge or verify any instrument in more than one capacity if such
instrument be required by law, by the charter, by the By-Laws or by resolution
of the Board of Directors to be executed by any two or more officers.  Each
such officer shall hold office until his successor shall have been duly chosen
and qualified, or until he shall have resigned or shall have been removed.  Any
vacancy in any of the above offices may be filled for the unexpired portion of
the term of the Board of Directors at any regular or special meeting.
     Section 3.02.  Chairman and Vice Chairman of the Board.  The Chairman of
the Board, if one be elected, shall preside at all meetings of the Board of
Directors and of the shareholders at which he is present.  He shall have and
may exercise such powers as are, from time to time, assigned to him by the
Board of Directors.  The Vice Chairman of the Board, if one be elected, shall,
when present and in the absence of the Chairman of the Board, preside at all
meetings of the shareholders and Directors, and he shall perform such other
duties as may from time to time be assigned to him by the Board of Directors or
as may be required by law.
     Section 3.03.  President.   In the absence of the Chairman or Vice
Chairman of the Board, the President shall preside at all meetings of the
shareholders and of the Board at which the President is present; and in
general, shall perform all duties incident to the office of a president of a
Maryland Corporation, and such other duties, as from time to time, may be
assigned to him by the Board.
     Section 3.04.  Vice Presidents.  The Vice President or Vice Presidents,
including any Executive or Senior Vice President(s), at the request of the
President or in the President's absence or during the President's inability or
refusal to act, shall perform the duties and exercise the functions of the
President, and when so acting shall have the powers of the President.  If there
be more than one Vice President, the Board may determine which one or more of
the Vice Presidents shall perform any of such duties or exercise any of such
functions, or if such determination is not made by the Board, the President may
make such determination. The Vice President or Vice Presidents shall have such
other powers and perform such other duties as may be assigned by the Board, the
Chairman of the Board, or the President.
     Section 3.05.  Secretary and Assistant Secretaries.  The Secretary shall
keep the minutes of the meetings of the shareholders, of the Board and of any
committees, in books provided for the purpose; shall see that all notices are
duly given in accordance with the provisions of these By-Laws or as required by
law; be custodian of the records of the Corporation; see that the corporate
seal is affixed to all documents the execution of which, on behalf of the
Corporation, under its seal, is duly authorized, and when so affixed may attest
the same; and in general perform all duties incident to the office of a
secretary of a Maryland Corporation, and such other duties as, from time to
time, may be assigned to him by the Board, the Chairman of the Board, or the
President.
         The Assistant Secretary, or if there be more than one, the Assistant
Secretaries in the order determined by the Board, the President or the Chairman
of the Board, shall, in the absence of the Secretary or in the event of the
Secretary's inability or refusal to 
act, perform the duties and exercise the powers of the Secretary and shall
perform such other duties and have such other powers as the Board may from time
to time prescribe.
     Section 3.06.  Treasurer and Assistant Treasurers.  The Treasurer shall
have charge of and be responsible for all funds, securities, receipts and
disbursements of the Corporation, and shall deposit, or cause to be deposited
in the name of the Corporation, all moneys or other valuable effects in such
banks, trust companies or other depositories as shall, from time to time, be
selected by the Board in accordance with Section 5.04 of these By-Laws; render
to the President, the Chairman of the Board and to the Board, whenever
requested, an account of the financial condition of the Corporation; and in
general, perform all the duties incident to the office of a treasurer of a
corporation, such other duties as may be assigned to him by the Board, the
President or the Chairman of the Board.
         The Assistant Treasurer, or if there shall be more than one, the
Assistant Treasurers in the order determined by the Board, the President or the
Chairman of the Board shall, in the absence of the Treasurer or in the event of
the Treasurer's inability or refusal to act, perform the duties and exercise
the powers of the Treasurer and shall perform other duties and have such other
powers as the Board may from time to time prescribe.
     Section 3.07.  Subordinate Officers.  The Board may from time to time
appoint such subordinate officers as it may deem desirable.  Each such officer
shall hold office for such period and perform such duties as the Board, the
President or the Chairman of the Board may prescribe.  The Board may, from time
to time, authorize any committee or officer to appoint and remove subordinate
officers and prescribe the duties thereof.
     Section 3.08.  Removal.  Any officer or agent of the Corporation may be
removed by the Board whenever, in its judgment, the best interests of the
Corporation will be served thereby, but such removal shall be without prejudice
to the contractual rights, if any, of the person so removed.
                                   ARTICLE IV
                                     STOCK
     Section 4.01.  Certificates.  Each shareholder shall be entitled to a
certificate or certificates which shall represent and certify the number of
shares of stock owned by him in the Corporation.  Such certificate shall be
signed by the President, the Chairman of the Board or a Vice President and
countersigned by the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer, and sealed with the seal of the Corporation.  The
signatures may be either manual or facsimile signatures and the seal may be
either facsimile or any other form of seal.  No certificates shall be issued
for fractional shares.  Such certificates shall be in such form, not
inconsistent with law or with the charter, as shall be approved by the Board.
In case any officer of the Corporation who has signed any certificate ceases to
be an officer of the Corporation, whether because of death, resignation or
otherwise, before such certificate is issued, the certificate may nevertheless
be issued and delivered by the Corporation as if the officer had not ceased to
be such officer as of the date of its issue.  Certificates need not be issued
except to shareholders who request such issuance in writing.  A certificate is
valid and may be issued whether or not an officer who signed it is still an
officer when it is issued.
     Section 4.02.  Transfers.  The Board of Directors shall have power and
authority to make such rules and regulations as it may deem necessary oe
expedient concerning the issue, transfer and registration of certificates of
stock; and may appoint transfer agents and registrars thereof.  The duties of
transfer agent and registrar, if any, may be combined.
     Section 4.03.  Stock Ledgers.  A stock ledger, containing the names and
addresses of the shareholders of the Corporation and the number of shares of
each class held by them, respectively, shall be kept by the Transfer Agent of
the Corporation.  The stock ledger may be in written form or in any other form
which can be converted within a reasonable time into written form for visual
inspection.
     Section 4.04.  Record Dates.  The Board is hereby empowered to fix, in
advance, a date as the record date for the purpose of determining shareholders
entitled to notice of, or to vote at, any meeting of shareholders, or
shareholders entitled to receive payment of any dividend, capital gains
distribution or the allotment of any rights, or in order to make a
determination of shareholders for any other proper purpose.  Such date in any
case shall be not more than ninety days, and in case of a meeting of
shareholders, not less than ten days, prior to the date on which the particular
action, requiring such determination of shareholders, is to be taken.
     Section 4.05.  Replacement Certificates.  The Board of Directors may
direct a new stock certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the Corporation alleged to
have been lost, stolen or destroyed, upon such conditions as the Board shall
determine.  When authorizing such issue of a new certificate or certificates,
the Board of Directors may, in it discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, stolen or destroyed
certificate or certificates, or his legal representative to advertise the same
in such manner as it shall require and/or 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, stolen or destroyed.
                                   ARTICLE V
                               GENERAL PROVISIONS
     Section 5.01.  Dividends.  Dividends or distributions upon the capital
stock of the Corporation, subject to provisions of the charter, if any, may be
declared by the Board of Directors at any regular or special meeting, pursuant
to law.  Dividends or distributions may be paid only in cash or in shares of
the capital stock, subject to the provisions of the Articles of Incorporation.
     Before payment of any dividend or distribution there may be set aside out
of any funds of the Corporation available for dividends or distributions such
sum or sums as the directors from time to time, in their absolute discretion,
think proper as a reserve or reserves to meet contingencies, or for equalizing
dividends or distributions or for maintaining any property of the Corporation,
or for such other purpose as the Directors shall think conducive to the
interest of the Corporation, and the Directors may modify or abolish any such
reserve in the manner in which it was created.
     Section 5.02.  Checks.  All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board may from time to time designate.
     Section 5.03.  Fiscal Year.  The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.
     Section 5.04.  Custodian.  All securities and cash of the Corporation
shall be placed in the custody of a bank or trust company ("Custodian") having
(according to its last published report) not less than $2,000,000 aggregate
capital, surplus and undivided profits, provided such a Custodian can be found
ready and willing to act (or maintained in such other manner as is consistent
with Section 17(f) of the Investment Company Act of 1940 and the rules and
regulations promulgated thereunder.)  The Corporation shall enter into a
written contract with the Custodian regarding the powers, duties and
compensation of the Custodian with respect to the cash and securities of the
Corporation held by the Board of Directors of the Corporation.  The Corporation
shall upon the resignation or inability to serve of the Custodian use its best
efforts to obtain a successor custodian; require that the cash and securities
owned by the Corporation be delivered directly to the successor custodian; and
in the event that no successor custodian can be found, submit to the
shareholders, before permitting delivery of the cash and securities owned by
the Corporation to other than a successor custodian, the question whether or
not the Corporation shall be liquidated or shall function without a custodian.
     Section 5.05.  Seal.   The Board of Directors shall provide a suitable
seal, bearing the name of the Corporation, which shall be in the custody of the
Secretary.  The Board of Directors may authorize one or more duplicate seals
and provide for the custody thereof.
     Section 5.06.  Representation of Shares.  Any officer of the Corporation
is authorized to vote, represent and exercise of the Corporation any and all
rights incident to any shares of any corporation or other business enterprise
owned by the Corporation.
     Section 5.07.  Prohibited Transactions.  No officer or director of the
Corporation or of its investment adviser shall deal for or on behalf of the
Corporation with himself, as principal or agent, or with any corporation or
partnership in which he has a financial interest.  This prohibition shall not
prevent: (a) officers or directors of the Corporation from having a financial
interest in the Corporation, its principal underwriter or its investment
adviser; (b) the purchase of securities for the portfolio of the Corporation or
the sale of securities owned by the Corporation through a securities dealer,
one or more of whose partners, officers or directors is an officer or director
of the Corporation, provided such transactions are handled in the capacity of
broker only and provided commissions charged do not exceed customary brokerage
charges for such service; or (c) the employment of legal counsel, registrar,
transfer agent, dividend disbursing agent, or custodian having a partner,
officer or director who is an officer or director of the Corporation, provided
only customary fees are charged for services rendered to or for the benefit of
the Corporation.
     Section 5.08.  Bonds.  The Board of Directors may require any officer,
agent or employee of the Corporation to give a bond to the Corporation,
conditioned upon the faithful discharge of his duties, with one or more
sureties and in such amount as may be satisfactory to the Board of Directors. 
The Board of Directors shall, in any event, require the Corporation to provide
and maintain a bond issued by a reputable fidelity insurance company, against
larceny and embezzlement, covering each officer and employee of the Corporation
who may singly, or jointly with others, have access to securities or funds of
the Corporation, either directly or through authority to draw upon such funds,
or to direct generally the disposition of such securities, such bond or bonds
to be in such reasonable amount as a majority of the Board of Directors who are
not such officers or employees of the Corporation shall determine with due
consideration to the value of the aggregate assets of the Corporation to which
any such officer or employee may have access, or in any amount or upon such
terms as the Securities and Exchange Commission may prescribe by order, Rule or
Regulations.
                                   ARTICLE VI
                              AMENDMENT OF BY-LAWS
     These By-Laws of the Corporation may be altered, amended, added to or
repealed by majority vote of the shareholders or by majority vote of the entire
Board.