AMENDED AND RESTATED

                                   BY-LAWS
                                     OF

                           GTECH HOLDINGS CORPORATION

                                  * * * * *


                                  ARTICLE I

                                  OFFICES


                  Section 1. Registered Office. The registered office shall be
in the City of Wilmington, County of New Castle/City of Dover, County of Kent,
State of Delaware, or such other address as the Board of Directors may by
resolution determine from time to time.

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

                  Section 3. Books.  The books of the Corporation may be kept
within or without of the State of Delaware as the Board of Directors may from
time to time determine or the business of the Corporation may require.


                                 ARTICLE II

                          MEETINGS OF STOCKHOLDERS


                  Section 1. Time and Place of Meetings.  All meetings of
stockholders shall be held at such place, either within or without the State
of Delaware, on such date and at such time as may be determined from time to
time by the Board of Directors (or the Chairman or any Co-Chairman in the
absence of a designation by the Board of Directors).

                  Section 2. Annual Meetings.  Annual meetings of stockholders
shall be held to elect the Board of Directors and transact such other business
as may properly be brought before the meeting.

                  Section 3. Special Meetings.  Special meetings of
stockholders may only be called by the Chairman or the President and shall be
called by the Chairman, the President or the Secretary at the request in
writing of a majority of the total number of directors of the Corporation or
the holders of record of a majority of the outstanding capital stockholders of
the Corporation entitled to vote.  Such request shall state the purpose or
purposes of the proposed meeting.

                  Section 4. Notice of Meetings and Adjourned Meetings; 
Waivers of Notice. (a) A written notice of stockholders' meetings shall be
given which shall state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called.  Unless otherwise provided by the General Corporation Law of the State
of Delaware as the same exists or may hereafter be amended ("Delaware Law"),
such notice shall be given not less than 10 nor more than 60 days before the
date of the meeting to each stockholder of record entitled to vote at such
meeting.  Unless these bylaws otherwise require, when a meeting is adjourned
to another time or place (whether or not a quorum is present), notice need not
be given of the adjourned meeting if the time and place thereof are announced
at the meeting at which the adjournment is taken.  At the adjourned meeting,
the Corporation may transact any business which might have been transacted at
the original meeting.  If the adjournment is for more than 30 days, or after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record entitled
to vote at the meeting.

                  (b)      A written waiver of any such notice signed by the
person entitled thereto, whether before or after the time stated therein,
shall be deemed equivalent to notice.  Attendance of a person at a meeting
shall constitute a waiver of notice of such meeting, except when the person
attends the meeting for the express purpose of objecting, and does so object,
at the beginning of the meeting, to the transaction of any business because
the meeting is not lawfully called or convened.   Business transacted at any
special meeting of stockholders shall be limited to the purposes stated in the
notice.

                  Section 5. Quorum.  Unless otherwise provided under the
certificate of incorporation or these bylaws and subject to Delaware Law, the
presence, in person or by proxy, of the holders of a majority of the
outstanding capital stock of the Corporation entitled to vote at a meeting of
stockholders shall constitute a quorum for the transaction of business.

                  Section 6. Voting. (a) Unless otherwise provided in the
certificate of incorporation and subject to Delaware Law, each stockholder
shall be entitled to one vote for each outstanding share of capital stock of
the Corporation held by such stockholder.  Unless otherwise provided by
Delaware Law, the certificate of incorporation or these bylaws, in all matters
other than the election of directors (which shall be decided by plurality
vote) the affirmative vote of a majority of the outstanding capital stock of
the Corporation shall be the act of the stockholders; provided, however, that
with respect to any matter which has been approved by a majority of the total
number of directors of the Corporation, the affirmative vote of a majority of
the shares of capital stock present in person or represented by proxy at a
meeting of stockholders and entitled to vote on the matter shall be the act of
the stockholders.

                  (b)      Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to a corporate action in writing
without a meeting may authorize another person or persons to act for him by
proxy, but no such proxy shall be voted or acted upon after three years from
its date.

                  Section 7. Action by Consent. (a) Unless otherwise provided
in the certificate of incorporation, and subject to the applicable rules of
any stock exchange on which any securities of the Corporation may be listed,
any action required to be taken at any annual or special meeting of
stockholders, or any action which may be taken at any annual or special
meeting of stockholders, may be taken without a meeting, without prior notice
and without a vote, if a consent or consents in writing, setting forth the
action so taken, shall be signed by the holders of outstanding capital stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the Corporation
by delivery to its registered office in Delaware, its principal place of
business, or an officer or agent of the Corporation having custody of the book
in which proceedings of meetings of stockholders are recorded.  Delivery made
to the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested.  Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.

                  (b)      Every written consent shall bear the date of
signature of each stockholder who signs the consent, and no written consent
shall be effective to take the corporate action referred to therein unless,
within 60 days of the earliest dated consent delivered in the manner required
by this Section and Delaware Law to the Corporation, written consents signed
by a sufficient number of holders to take action are delivered to the
Corporation by delivery to its registered office in Delaware, its principal
place of business, or an officer or agent of the Corporation having custody of
the book in which proceedings of meetings of stockholders are recorded.
Delivery made to the Corporation's registered office shall be by hand or by
certified or registered mail, return receipt requested.

                  Section 8. Organization.  At each meeting of stockholders,
the Chairman or any Co-Chairman or Vice Chairman of the Board, if one shall
have been elected (or if the members of the Board of Directors otherwise
agree, any director of the Corporation), shall act as chairman of the
meeting.  The Secretary (or in his absence or inability to act, the person
whom the chairman of the meeting shall appoint secretary of the meeting) shall
act as secretary of the meeting and keep the minutes thereof.

                  Section 9.  Order of Business.  The order of business at all
meetings of stockholders shall be as determined by the chairman of the
meeting.  At such meetings, each member of the Board of Directors shall be
entitled to present any matter for consideration and discussion.


                                ARTICLE III

                                 DIRECTORS


                  Section 1. General Powers.  Except as otherwise provided in
Delaware Law or the certificate of incorporation, the business and affairs of
the Corporation shall be managed by or under the direction of the Board of
Directors.

                  Section 2.  Number, Election and Term of Office.  The number
of directors which shall constitute the whole Board shall be such number not
less than six and not more than twelve as shall be designated from time to
time by resolution of the Board. The directors shall be divided into three
classes, designated Class I, Class II and Class III.  Each class shall
consist, as nearly as may be possible, of one-third of the total number of
directors constituting the entire Board of Directors.  The term of the initial
Class I directors terminated on the date of the 1993 annual meeting of
stockholders; the term of the initial Class II directors terminated on the
date of the 1994 annual meeting of stockholders; and the term of the initial
Class III directors terminated on the date of the 1995 annual meeting of
stockholders.  At each annual meeting of stockholders beginning in 1993,
successors to the class of directors whose term expires at that annual meeting
shall be elected for a three year term.  If the number of directors is
changed, any increase or decrease shall be apportioned by the Board of
Directors among the classes so as to maintain the number of directors in each
class as nearly equal as possible, but in no case will a decrease in the
number of directors shorten the term of any incumbent director.  A director
shall hold office until the annual meeting for the year in which his term
expires and until his successor shall have been duly elected and qualified or
until such director's earlier death, resignation, retirement, disqualification
or removal from office.  Directors need not be stockholders.

                  Section 3. Nomination of Directors.  (a) Nominations for the
election of directors may be made by the Board of Directors, a committee
appointed by the Board or by a stockholder entitled to vote in the election of
directors.  A stockholder entitled to vote in the election of directors,
however, may make such a nomination only if written notice of such
stockholder's intent to do so has been given, either by personal delivery or
by United States mail, postage prepaid, and received by the Corporation: (i)
with respect to an election to be held at an annual meeting or stockholders,
not later than sixty nor more than ninety days prior to the first anniversary
of the preceding year's annual meeting (or, if the date of the annual meeting
is changed by more than twenty days from such anniversary date, within ten
days after the date the Corporation mails or otherwise gives notice of the
date of such meeting), and (ii) with respect to an election to be held at a
special meeting of stockholders called for that purpose, within ten days after
the date on which notice of the special meeting was first mailed to
stockholders of the Corporation.

                  (b)  Each stockholder's notice of intent to make a
nomination shall set forth: (i) the name(s) and address(es) of the stockholder
who intends to make the nomination and of the person or person to be
nominated, (ii) a representation that the stockholder: (1) is a holder of
record of stock of the Corporation entitled to vote at such meeting, (2) will
continue to hold such stock through the date on which the meeting is held, and
(3) intends to appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice, (iii) a description of all
arrangements or understandings between the stockholder and each nominee and
any other person or persons  (naming such person or persons) pursuant to which
the nomination is to be made by the stockholder, (iv) such other information
regarding each nominee proposed by such stockholder as would be required to be
included in a proxy statement filed pursuant to Regulation 14A promulgated
under Section 14 of the Securities Exchange Act of 1934, as amended, as now in
effect or hereafter modified, had the nominee been nominated by the Board of
Directors; and (v) the consent of each nominee to serve as a director of the
Corporation if so elected.  The Corporation may require any proposed nominee
to furnish such other information as may reasonably be required by the
Corporation to determine the qualifications of such person to serve as a
director.

                  (c) The officer presiding at the meeting of stockholders may
declare invalid any nomination made by a stockholder which is not in
compliance with the foregoing procedure, and, in such case, any votes cast in
the election of directors for such person shall not be counted by the
inspector(s) of election.

                  Section 4.  Quorum and Manner of Acting.  General 
Provisions.  Unless the certificate of incorporation or these bylaws require a
greater number, a majority of the total number of directors shall constitute a
quorum for the transaction of business, and the affirmative vote of a majority
of the directors present at a meeting at which a quorum is present shall be
the act of the Board of Directors.  When a meeting is adjourned to another
time or place (whether or not a quorum is present), notice need not be given
of the adjourned meeting if the time and place thereof are announced at the
meeting at which the adjournment is taken.  At the adjourned meeting, the
Board of Directors may transact any business which might have been transacted
at the original meeting.  If a quorum shall not be present at any meeting of
the Board of Directors, the directors present thereat may adjourn the meeting,
from time to time, without notice other than announcement at the meeting,
until a quorum shall be present.

                  Section 5. Time and Place of Meetings.  The Board of
Directors shall hold its meetings at such place, either within or without the
State of Delaware, and at such time as may be determined from time to time by
the Board of Directors (or the Chairman or any Co-Chairman or Vice Chairman in
the absence of a determination by the Board of Directors).

                  Section 6. Annual Meeting.  The Board of Directors shall
meet for the purpose of organization, the election of officers and the
transaction of other business, as soon as practicable after each annual
meeting of stockholders, on the same day and at the same place where such
annual meeting shall be held.  Notice of such meeting need not be given.  In
the event such annual meeting is not so held, the annual meeting of the Board
of Directors may be held at such place either within or without the State of
Delaware, on such date and at such time as shall be specified in a notice
thereof given as hereinafter provided in Section 7 of this Article III or in a
waiver of notice thereof signed by any director who chooses to waive the
requirement of notice.

                  Section 7. Regular Meetings.  The place and time of regular
meetings of the Board of Directors shall be determined by the Board of
Directors.  Notice of regular meetings of the Board of Directors shall be
given to each director at least seven days before the date of the meetings.

                  Section 8. Special Meetings.  Special meetings of the Board
of Directors may be called by the Chairman or any Co-Chairman or Vice Chairman
of the Board or the President and shall be called by the Chairman or any
Co-Chairman or Vice Chairman of the Board, the President or the Secretary on
the written request of any director.  Notice of such special meeting shall be
given to each director at least two days before the date of the meeting in
such manner as is reasonably determined by the Board of Directors.

                  Section 9. Meetings.  At annual, special or regular meetings
of the Board of Directors, each director shall be entitled to present any
matter for consideration or discussion.

                  Section 10. Action by Consent.  Unless otherwise restricted
by the certificate of incorporation or these bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting, if all members of the Board consent thereto in writing, and
the writing or writings are filed with the minute of proceedings of the Board.

                  Section 11.  Telephonic Meetings.  Unless otherwise
restricted by the certificate of incorporation or these bylaws, members of the
Board of Directors may participate in a meeting of the Board of Directors by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at the meeting.

                  Section 12.  Resignation.  Any director may resign at any
time by giving written notice to the Board of Directors or to the Secretary of
the Corporation.  The resignation of any director shall take effect upon
receipt of notice thereof or at such later time as shall be specified in such
notice; and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

                  Section 13.  Vacancies.  (a) Unless otherwise provided in
the certificate of incorporation and subject to subparagraph (e) below,
vacancies and newly created directorships resulting from any increase in the
authorized number of directors elected by all the stockholders having the
right to vote as a single class may be filled by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director.
Whenever the holders of any class or classes of stock or series thereof are
entitled to elect one or more directors by the certificate of incorporation,
vacancies and newly created directorships of such class or classes or series
may be filled by a majority of directors elected by such class or classes or
series thereof then in office, or by a sole remaining director so elected,
unless otherwise provided by the Certificate of Incorporation or resolution or
resolutions adopted by the Board of Directors.

                  (b)      Each director so chosen shall hold office for a
term that shall coincide with the term of the class to which such director
shall have been elected, or until his earlier death, resignation or removal.

                  (c)      If there are no directors in office, then an
election of directors may be held in accordance with Delaware Law.

                  (d)      Unless otherwise provided in the certificate of
incorporation, when one or more directors shall resign from the Board,
effective at a future date, a majority of the directors then in office,
including those who have so resigned, shall have the power to fill such
vacancy or vacancies, the vote thereon to take effect when such resignation or
resignations shall become effective, and each director so chosen shall hold
office as provided in the filling of other vacancies.

                  Section 14.  Removal.  No director may be removed from
office by the stockholders except for cause with the affirmative vote of the
holders of not less than a majority of the total voting power of all
outstanding Securities of the corporation then entitled to vote generally in
the election of directors, voting together as a single class.

                  Section 15.  Compensation.  Unless otherwise restricted by
the certificate of incorporation or these bylaws, the Board of Directors shall
have authority to fix the compensation of directors, including fees and
reimbursement of expenses.

                  Section 16. Committees of Directors.  The Board of Directors
may, by resolution passed by a majority of the whole Board, designate one or
more committees, each committee to consist to one or more of the directors of
the Corporation.  The Board may designate one or more directors as alternate
members of any committee, who may replace any absent or qualified member at
any meeting of the committee.  Any such committee, to the extent provided in
the resolution, shall have and may exercise all of the powers and authority of
the Board of Directors and may authorize the seal of the Corporation to be
affixed to all papers which may require it, but no such committee shall have
the power or authority in reference to amending the certificate of
incorporation (except that a committee may, to the extent authorized in the
resolution providing for the issuance of shares of stock adopted by the Board
of Directors, fix any preferences or rights of such shares relating to
dividends, redemption, dissolution, any distribution of assets of the
Corporation or the conversion into, or the exchange of such shares for, shares
of any other class or classes or any other series of the same or any other
class or classes of stock of the Corporation), adopting an agreement of merger
or consolidation, recommending to the stockholders the sale, lease or exchange
of all or substantially all of the Corporation's property and assets,
recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, or amending the bylaws the Corporation; and,
unless the resolution expressly so provides, no such committee shall have the
power or authority to declare a dividend, to authorize the issuance of stock,
or to adopt a certificate of ownership and merger.  Such committee or
committees shall have such name or names as may be determined from time to
time by resolution adopted by the Board of Directors.  Each committee shall
keep a record of its meetings and report the same to the Board of Directors
when requested.

                               ARTICLE IV

                                OFFICERS


                  Section 1. Principal Officers.  The principal officers of
the Corporation shall be a President, a Chairman, one or more Co-Chairman, one
or more Vice Chairmen, one or more corporate Vice Presidents, a Treasurer and
a Secretary who shall have the duty, among other things, to record the
proceedings of the meetings of stockholders and directors in a book kept for
that purpose.  The Corporation may also have such other principal officers,
including one or more Controllers, as the Board may in its discretion
appoint.  One person may hold the offices and perform the duties of any two or
more of said offices, except that no one person shall hold the offices and
perform the duties of President and Secretary.

                  Section 2. Election, Term of Office and Renumeration.  The
principal officers of the Corporation shall be elected annually by the Board
of Directors at the annual meeting thereof.  Each such officer shall hold
office until his successor is elected and qualified, or until his earlier
death, resignation or removal.  Any vacancy in any office shall be filled in
such manner as the Board of Directors shall determine.

                  Section 3.  Subordinate Officers.  In addition to
the principal officers enumerated in Section 1 of this Article IV, the
Corporation may have one or more non-corporate Vice Presidents, Assistant
Treasurers, Assistant Secretaries and Assistant Controllers and such other
subordinate officers, agents and employees as the Board of Directors may deem
necessary, each of whom shall hold office for such period as the Board of
Directors may from time to time determine.  The Board of Directors may
delegate to any principal officer the power to appoint and to remove any such
subordinate officers, agents or employees.

                  Section 4.  Removal.  Except as otherwise permitted with
respect to subordinate officers, any officer may be removed, with or without
cause, at any time, by the Board of Directors.

                  Section 5. Resignations.  Any officer may resign at any time
by giving written notice to the Board of Directors (or to a principal officer
if the Board of Directors has delegated to such principal officer the power to
appoint and to remove such officer).  The resignation of any officer shall
take effect upon receipt of notice thereof or at such later time as shall be
specified in such notice; and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

                  Section 6. Powers and Duties.  The officers of the
Corporation shall have such powers and perform such duties incident to each of
their respective offices and such other duties as may from time to time be
conferred upon or assigned to them by the Board of Directors.


                               ARTICLE V

                  INDEMNIFICATION OF DIRECTORS AND OFFICERS


                  Section 1. Right to Indemnification.  The Corporation shall
indemnify, to the full extent permissible under Delaware law, any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was a
director or officer of the Corporation, or while a director or officer of the
Corporation is or was serving at the request of the Corporation as a director
or officer of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, against expenses (including attorneys'
fees), judgments, fines, excise taxes and amounts paid in settlement actually
and reasonably incurred by such person in connection with such action, suit or
proceeding.

                  Section 2.  Payment of Expenses in Advance.  Expenses
incurred in defending an action, suit or proceeding referred to in Section 1
of this Article V shall be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding in the manner and to the full
extent permissible under Delaware law upon request of any person requesting
indemnification under Section 1 of this Article V.

                  Section 3.    Procedure.  On the request of any person
requesting indemnification under Section 1 of this Article V or an advance
under Section 2 of this Article V, the Board of Directors or a committee
thereof shall determine whether such indemnification or advance is permissible
or such determination shall be made by independent legal counsel if the Board
or committee so directs or if the Board or committee is not empowered by
statute to make such determination.

                  Section 4.  Other Rights.  The indemnification provided by
these bylaws shall not be deemed exclusive of any other rights to which a
person seeking indemnification may be entitled under any statute, 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 a
director or officer and shall inure to the benefit of the heirs, executors and
administrators of such a person.  Without limiting the generality of the
foregoing, by action of the Board of Directors (notwithstanding the interest
of its members in the transaction) the Corporation may enter into agreements
with persons indemnified under this Article V and others providing for
indemnification of and advancement of expenses to such persons by the
Corporation either under the provisions of this Article V or otherwise, and,
in the event of any conflict between the provisions of this Article V and the
provisions of any such indemnification agreement, the provisions of such
indemnification agreement shall prevail.

                  Section S.   Insurance.  The Corporation shall have power to
purchase and maintain insurance on behalf of any person who is or was a
director or officer of the Corporation or is or was serving at the request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan 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 power to indemnify him against such liability under
the provisions of these bylaws.

                  Section 6.   Effect; Benefit; Modification.  The obligations
of the Corporation to indemnify and to advance expenses to a party under the
provisions of this Article V shall be in the nature of a contract between the
Corporation and each such party.  No amendment or repeal of any provision of
this Article V shall alter, to the detriment of such party, the right of such
party to indemnification or the advancement of expenses with respect to any
claim based on an actual or alleged act or failure to act which took place
prior to such amendment, repeal or termination.


                              ARTICLE VI

                          GENERAL PROVISIONS


                  Section 1.  Fixing the Record Date. (a) 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, the Board of Directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the Board of Directors,
and which record date shall not be more than 60 nor less than 10 days before
the date of such meeting.  If no record date is fixed by the Board of
Directors, the record date for determining stockholders entitled to notice of
or to vote at a meeting of stockholders shall be at the close of business on
the day next preceding the day on which notice is given, or, if notice is
waived, at the close of business on the day next preceding the day on which
the meeting is held.  A determination of stockholders of record entitled to
notice or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting; provided that the Board of Directors may fix a new record date
for the adjourned meeting.

                  (b)      In order that the Corporation may determine the
stockholders entitled to consent to corporate action in writing without a
meeting, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is
adopted by the Board of Directors, and which date shall not be more than 10
days after the date upon which the resolution fixing the record date is
adopted by the Board of Directors.   If no record date has been fixed by the
Board of Directors, the record date for determining stockholders entitled to
consent to corporate action in writing without a meeting, when no prior action
by the Board of Directors is required by Delaware Law, shall be the first date
on which a signed written consent setting forth the action taken or proposed
to be taken is delivered to the Corporation by delivery to its registered
office in Delaware, its principal place of business, or an officer or agent of
the Corporation having custody of the book in which proceedings of meetings of
stockholders are recorded.  Delivery made to the Corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested if no record date has been fixed by the Board of Directors and prior
action by the Board of Directors is required by Delaware Law, the record date
for determining stockholders entitled to consent to corporate action in
writing without a meeting shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action.

                  (c)      In order that the Corporation may determine the
stockholders entitled to receive payment of any dividend or other distribution
or allotment of any rights or the stockholders entitled to exercise any rights
in respect of any change, conversion or exchange of stock, or for the purpose
of any other lawful action, the Board of Directors, may fix a record date,
which record date shall not precede the date upon which the resolution fixing
the record date is adopted, and which record date shall be not more than 60
days prior to such action.  If no record date is fixed, the record date for
determining stockholders for any such purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution
relating thereto.

                  Section 2. Dividends.  Subject to limitations contained in
Delaware Law and the certificate of incorporation, the Board of Directors may
declare and pay dividends upon the shares of capital stock of the Corporation,
which dividends may be paid either in cash, in property or in shares of the
capital stock of the Corporation.

                  Section 3. Fiscal Year.  The fiscal year of the Corporation
shall commence (i) on the day after the last Saturday of the month of February
in any particular calendar year and end on the last Saturday of the month of
February of the next succeeding calendar year or (ii) as otherwise determined
by the Board of Directors.

                  Section 4.  Corporate Seal.  The corporate seal shall have
inscribed thereon the name of the Corporation, the year of its organization
and the words "Corporate Seal, Delaware".  The seal may be used by causing it
or a facsimile thereof to be impressed, affixed or otherwise reproduced.

                  Section 5.  Voting of Stock Owned by the Corporation.  The
Board of Directors may authorize any person, on behalf of the Corporation, to
attend, vote at and grant proxies to be used at any meeting of stockholders of
any corporation (except this Corporation) in which the Corporation may hold
stock, and on behalf of the Corporation to consent to any action by any such
corporation without meeting.

                  Section 6. Amendments.  These bylaws or any of them, may be
altered, amended or repealed, or new bylaws may be made, by the stockholders
entitled to vote thereon at any annual or special meeting thereof or by the
Board of Directors.