Exhibit 3.1

AMENDED AND RESTATED BYLAWS
OF
C|NET, INC.


        C|NET, Inc. (the "Corporation"), pursuant to the provisions of
Section 109 of the Delaware General Corporation Law (the "DGCL"),
hereby adopts these Amended and Restated Bylaws, which restate, amend
and supersede the bylaws of the Corporation in their entirety as
described below:

ARTICLE I

Offices

        Section 1.  Registered Office.  The registered office of the
Corporation shall be established and maintained at 1013 Centre Road,
Wilmington, New Castle County, Delaware 19805-1297.

        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 from time to time determine
or as the business of the Corporation may require.


ARTICLE II

Meetings of Stockholders

        Section 1.  Place of Meetings.  Meetings of stockholders may
be held at such time and place, within or without the State of
Delaware, as shall be stated in the notice of the meeting or in a
duly executed waiver of notice thereof.

        Section 2.  Annual Meetings.  An annual meeting of
stockholders shall be held on such day in each fiscal year of the
Corporation and at such time and place as may be fixed by the Board
of Directors, at which meeting the stockholders shall (i) elect
directors to fill the class of directors whose terms are expiring at
such meeting and (ii) transact such other business as may properly
be brought before the meeting.

        Section 3.  Notice of Annual Meeting.  Written or printed
notice of the annual meeting, stating the place, day and hour
thereof, shall be given to each stockholder entitled to vote thereat
at such address as appears on the books of the Corporation, not less
than ten days nor more than sixty days before the date of the
meeting.  Any stockholder of the Corporation that has been the
beneficial owner of at least $1,000 of securities entitled to vote
at an annual meeting for at least one year may seek to transact
other corporate business at the annual meeting, provided that such
business is set forth in a written notice and mailed by certified
mail to the Secretary of the Corporation and received no later than
120 calendar days in advance of the date of the Corporation's proxy
statement released to security-holders in connection with the
previous year's annual meeting of security holders (or, if no annual
meeting was held in the previous year or the date of the annual
meeting has been changed by more than 30 calendar days from the date
contemplated at the time of the previous year's proxy statement, a
reasonable time before the solicitation is made).  Notwithstanding
the foregoing, such notice must also comply with any applicable
federal securities laws establishing the circumstances under which
the Corporation is required to include the proposal in its proxy
statement or form of proxy.

        Section 4.  Special Meetings.  Special meetings of the
stockholders, for any purpose or purposes, unless otherwise
prescribed by statute or the certificate of incorporation, may be
called only by the Chief Executive Officer, and shall be called by
the Chief Executive Officer or the Secretary at the request in
writing of a majority of the Board of Directors.  Such request shall
state the purpose or purposes of the proposed meeting.

        Section 5.  Notice of Special Meetings.  Written or printed
notice of a special meeting of stockholders, stating the place, day
and hour and purpose or purposes thereof, shall be given to each
stockholder entitled to vote thereat at such address as appears on
the books of the Corporation, not less than ten days nor more than
sixty days before the date of the meeting.

        Section 6.  Business at Special Meetings.  Business transacted
at all special meetings of stockholders shall be confined to the
purpose or purposes stated in the notice thereof.

        Section 7.  Stockholder List.  At least ten days before each
meeting of stockholders, a complete list of the stockholders
entitled to vote at such meeting or any adjournment thereof,
arranged in alphabetical order, with the address of and the number
of voting shares held by each, shall be prepared by the Secretary.
Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours,
for such ten day period, 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.  Such list shall also be produced and kept
open at the time and place of the meeting and shall be subject to
the inspection of any stockholder during the meeting.

        Section 8.  Quorum.  The holders of a majority of the votes
attributed to the shares of capital stock issued and outstanding and
entitled to vote thereat, represented in person or by proxy, shall
constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute, the
certificate of incorporation or these bylaws. Abstentions and broker
non-votes will be counted for purposes of determining the presence
or absence of a quorum.  The stockholders present may adjourn the
meeting despite the absence of a quorum.  When a meeting is
adjourned for less than thirty days in any one adjournment and a new
record date is not fixed for the adjourned meeting, it shall not be
necessary to give any notice of the adjourned meeting if the time
and place to which the meeting is adjourned are announced at the
meeting at which the adjournment is taken, and at the adjourned
meeting any business may be transacted that might have been
transacted on the original date of the meeting.  When a meeting is
adjourned for thirty days or more, or when after the adjournment a
new record date is fixed for the adjourned meeting, notice of the
adjourned meeting shall be given as in the case of an original
meeting.

        Section 9.  Majority Vote.  When a quorum is present at any
meeting, the vote of the holders of a majority of the shares having
voting power with respect to a question brought before the meeting
that are represented in person or by proxy at the meeting shall
decide such question, unless the question is one upon which, by
express provision of statute, the certificate of incorporation or
these bylaws, a different vote is required, in which case such
express provision shall govern and control the decision of such
question.  In determining the total number of shares having voting
power with respect to a question brought before the meeting that are
represented in person or by proxy at the meeting, broker non-votes
on such question will not be counted.

        Section 10.  Proxies.  (a)  Each stockholder entitled to vote
at a meeting of stockholders or to express consent or dissent to
corporate action in writing without a meeting may authorize 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, unless the
proxy provides for a longer period.

                (b)     Without limiting the manner in which a stockholder
may authorize another person or persons to act for him as proxy
pursuant to subsection (a) of this Section, the following shall
constitute a valid means by which a stockholder may grant such
authority:

                (i)     A stockholder may execute a writing
authorizing another person or persons to act for him as proxy.
Execution may be accomplished by the stockholder or his
authorized officer, director, employee or agent signing such
writing or causing his or her signature to be affixed to such
writing by any reasonable means including, but not limited to,
by facsimile signature.

                (ii)    A stockholder may authorize another person
or persons to act for him as proxy by transmitting or
authorizing the transmission of a telegram, cablegram, or
other means of electronic transmission to the person who will
be the holder of the proxy or to a proxy solicitation firm,
proxy support service organization or like agent duly
authorized by the person who will be the holder of the proxy
to receive such transmission, provided that any such telegram,
cablegram or other means of electronic transmission must
either set forth or be submitted with information from which
it can be determined that the telegram, cablegram or other
electronic transmission was authorized by the stockholder.  If
it is determined that such telegrams, cablegrams or other
electronic transmissions are valid, the inspectors or, if
there are no inspectors, such other persons making that
determination shall specify the information upon which they
relied.

                (c)     Any copy, facsimile telecommunication or other
reliable reproduction of the writing or transmission created
pursuant to subsection (b) of this Section may be substituted or
used in lieu of the original writing or transmission for any and all
purposes for which the original writing or transmission could be
used, provided that such copy, facsimile telecommunication or other
reproduction shall be a complete reproduction of the entire original
writing or transmission.

                (d)     Any copy, facsimile telecommunication or other
reliable reproduction of the writing or transmission created
pursuant to subsection (b) of this Section may be substituted or
used in lieu of the original writing or transmission for any and all
purposes for which the original writing or transmission could be
used, provided that such copy, facsimile telecommunication or other
reproduction shall be a complete reproduction of the entire original
writing or transmission.

        Section 11.  Voting.  Unless otherwise provided by statute or
the certificate of incorporation, each stockholder shall have one
vote for each share of stock having voting power, registered in his
name on the books of the Corporation.

        Section 12.  Consent of Stockholders in Lieu of Meeting.  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 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 such consent or consents are delivered to the
Corporation.  Every written consent shall bear the date of
signatures of each stockholder and no written consent shall be
effective to take the corporate action referred to therein unless,
within sixty days of the earliest dated consent, written consents
signed by a sufficient number of holders to take action are
delivered to the Corporation.  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.

        Section 13.  Inspectors.  (a)  The Corporation may, in advance
of any meeting of stockholders, appoint one or more inspectors to
act at the meeting and make a written report thereof.  The
Corporation may designate one or more persons as alternate
inspectors to replace any inspector who fails to act.  If no
inspector or alternate is able to act at a meeting of stockholders,
the chairman of the meeting shall appoint one or more inspectors to
act at the meeting.  Each inspector, before entering upon the
discharge of his duties, shall take and sign an oath faithfully to
execute the duties of inspector with strict impartiality and
according to the best of his ability.

                (b)     The inspectors shall (i) ascertain the number of
shares outstanding and the voting power of each, (ii) determine the
shares represented at a meeting and the validity of proxies and
ballots, (iii) count all votes and ballots, (iv) determine and
retain for a reasonable period a record of the disposition of any
challenges made to any determination by the inspectors, and (v)
certify their determination of the number of shares represented at
the meeting, and their count of all votes and ballots.  The
inspectors may appoint or retain other persons or entities to assist
the inspectors in the performance of the duties of the inspectors.

                (c)     The date and time of the opening and the closing
of the polls for each matter upon which the stockholders will vote
at a meeting shall be announced at the meeting.  No ballot, proxies
or votes, nor any revocations thereof or changes thereto, shall be
accepted by the inspectors after the closing of the polls unless the
Delaware Court of Chancery, upon application by a stockholder, shall
determine otherwise.

                (d)     In determining the validity and counting of
proxies and ballots, the inspectors shall be limited to an
examination of the proxies, any envelopes submitted with those
proxies, any information provided in accordance with Article II,
Section 10(b)(ii), ballots and the regular books and records of the
corporation, except that the inspectors may consider other reliable
information for the limited purpose of reconciling proxies and
ballots submitted by or on behalf of banks, brokers, their nominees
or similar persons that represent more votes than the holder of a
proxy is authorized by the record owner to cast, or more votes than
the stockholder holds of record.  If the inspectors consider other
reliable information for the limited purpose permitted herein, the
inspectors at the time they make their certification pursuant to
subsection (b)(v) of this Section shall specify the precise
information considered by them including the person or persons from
whom they obtained the information, when the information was
obtained, the means by which the information was obtained and the
basis for the inspector's belief that such information is accurate
and reliable.

ARTICLE III

Board of Directors

        Section 1.  Powers.  The business and affairs of the
Corporation shall be managed by a Board of Directors.  The Board may
exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute, by the certificate of
incorporation or these bylaws directed or required to be exercised
or done by the stockholders.

        Section 2.  Number of Directors.

        (a)     The Board of Directors shall be divided into three
classes, designated Class I, Class II and Class III, which
shall be as nearly as equal in number as possible. Initially,
Class I directors shall hold office for a term expiring at the
next succeeding annual meeting of stockholders, Class II
directors shall hold office for a term expiring at the second
succeeding annual meeting of stockholders and Class III
directors shall hold office for a term expiring at the third
succeeding annual meeting of stockholders.  At each annual
meeting of stockholders following this initial classification,
the respective successors of each class shall be elected for
three year terms.

        (b)     The number of directors shall be fixed from time to
time by resolution of the Board of Directors.  In case of any
increase in the number of directors in advance of an annual
meeting of stockholders, each additional director shall be
elected by the directors then in office, although less than a
quorum, to hold office until the next election of the class for
which such director shall have been chosen (as provided in the
last sentence of this subsection (b)), or until his successor
shall have been duly chosen.  No decrease in the number of
directors shall shorten the term of any incumbent director.  Any
newly created or eliminated directorships resulting from an
increase or decrease shall be apportioned by the Board among the
three classes of directors so as to maintain such classes as
nearly equal in number as possible.

        Section 3.  Election and Term.  Except as provided in Section
4 of this Article III, directors to fill the class of directors
whose terms are expiring at such meeting shall be elected at the
annual meeting of the stockholders, and each director shall be
elected to serve for a three year term and until his successor shall
have been elected and shall qualify, or until his death, resignation
or removal from office. Directors need not be stockholders of the
Corporation.

        Section 4.  Vacancies and Newly Created Directorships.  If the
office of any director or directors becomes vacant by reason of
death, resignation, retirement, disqualification, removal from
office, or otherwise, or the number of directors constituting the
whole Board shall be increased, a majority of the remaining or
existing directors, though less than a quorum, may choose a
successor or successors, or the director or directors to fill the
new directorship or directorships, who shall hold office for the
unexpired term in respect to which such vacancy occurred or, in the
case of a new directorship or directorships, until the next annual
meeting of the stockholders at which members of the director's class
are elected.

        Section 5.  Removal.  A director of the Corporation may be
removed by the stockholders of the Corporation only for cause and only
by the affirmative vote of a majority of the stockholders then
entitled to vote in the election of directors.  For this purpose,
"cause" means (i) the director's commission of an act of fraud or
embezzlement against the Corporation, (ii) conviction of the
director of a felony or a crime involving moral turpitude, (iii) the
director's gross negligence or willful misconduct in performing the
director's duties to the Corporation or its stockholders or (iv) a
director's breach of fiduciary duty owed to the Corporation.

        Section 6.  Nominations for Directors.  Nominations for
election to the Board of Directors of the Corporation at a meeting
of the stockholders may be made by the Board of Directors, or on
behalf of the Board of Directors by a Nominating Committee appointed
by the Board of Directors, or by any stockholder of the Corporation
that has been the beneficial owner of at least $1,000 of securities
entitled to vote at such meeting for at least one year.  Any
nomination by such a stockholder must be set forth in a written
notice and mailed by certified mail to the Secretary of the
Corporation and received no later than (a) with respect to an annual
meeting, 120 calendar days in advance of the date of the
Corporation's proxy statement released to security-holders in
connection with the previous year's annual meeting of security
holders (or, if no annual meeting was held in the previous year or
the date of the annual meeting has been changed by more than 30
calendar days from the date contemplated at the time of the previous
year's proxy statement, a reasonable time before the solicitation is
made) or (b) with respect to a special meeting, a reasonable time
before the solicitation is made.  Notwithstanding the foregoing, any
such notice by a stockholder must also comply with any applicable
federal securities laws establishing the circumstances under which
the Corporation is required to include such stockholder's nomination
in its proxy statement or form of proxy for such meeting.  Any such
notice by a stockholder must set forth as to each proposed nominee
who is not an incumbent director (i) the name, age, business address
and, if known, residence address of each nominee proposed in such
notice, (ii) the principal occupation or employment of each such
nominee, (iii) the number of shares of stock of the Corporation
which are beneficially owned by each such nominee and the nominating
stockholder, and (iv) any other information concerning the nominee
that must be disclosed of nominees in proxy solicitations pursuant
to Rule 14(a) of the Securities and Exchange Act of 1934, as
amended.

        The Chairman of the Board, or in his absence the Vice Chairman
of the Board or the President, may, if the facts warrant, determine
and declare to the meeting of stockholders that nomination was not
made in accordance with the foregoing procedure and that the
defective nomination shall be disregarded.

ARTICLE IV

Meetings of the Board

        Section 1.  Regular Meetings.  Regular meetings of the Board
may be held at such times and at such places, either within or
without the State of Delaware, as from time to time shall be
determined by the Board of Directors.  Notice of the time and place
of each meeting must be given to all directors at least 24 hours
prior to the meeting.

        Section 2.  Special Meetings.  Special meetings of the Board
may be called by the President or the Chairman of the Board on 24
hours' notice to each director, delivered either personally or by
mail or by telegram or telecopier.  Special meetings shall be called
by the President or the Secretary in like manner and on like notice
on the written request of one director.

        Section 3.  Quorum and Voting. At all meetings of the Board, a
majority of the directors at the time in office shall be necessary
and sufficient to constitute a quorum for the transaction of
business; and the act of a majority of directors present at any
meeting at which there is a quorum shall be the act of the Board of
Directors, except as may be otherwise specifically provided by
statute, the certificate of incorporation or these bylaws.  If a
quorum shall not be present at any meeting of director, 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 4.  Telephone Meetings.  Directors may attend any
meeting of the Board or any committee thereof by conference
telephone, radio, television or similar means of communication by
means of which all persons participating in the meeting can hear
each other, and all members so attending shall be deemed present at
the meeting for all purposes including the determination of whether
a quorum is present.

        Section 5.  Action by Written Consent.  Any action required or
permitted to be taken by the Board or any committee thereof, under
the applicable provisions of any statute, the certificate of
incorporation, or these bylaws, may be taken without a meeting if a
consent in writing, setting forth the action so taken, is signed by
all the members of the Board or committee, as the case may be.

ARTICLE V

Committees

        Section 1.  Executive Committee.  The Board of Directors, by
resolution adopted by a majority of the whole Board, may designate
one or more directors to constitute an Executive Committee, which
Committee, to the extent provided in such resolution, shall have and
may exercise all of the authority of the Board of Directors in the
business and affairs of the corporation except where action by the
Board of Directors is expressly required by statute.  The Executive
Committee shall keep regular minutes of its proceedings and report
the same to the Board when required.

        Section 2.  Other Committees.  The Board of Directors may
similarly create other committees for such terms and with such
powers and duties as the Board deems appropriate.

        Section 3.  Committee Rules; Quorum.  Each committee may adopt
rules governing the method of calling and time and place of holding
its meetings.  Unless otherwise provided by the Board of Directors,
a majority of any committee shall constitute a quorum for the
transaction of business, and the act of a majority of the members of
such committee present at a meeting at which a quorum is present
shall be the act of such committee.

ARTICLE VI

Compensation of Directors

        The Board of Directors shall have authority to determine, from
time to time, the amount of compensation, if any, which shall be
paid to its members for their services as directors and as members
of committees.  The Board shall also have power in its discretion to
provide for and to pay to directors rendering services to the
Corporation not ordinarily rendered by directors as such, special
compensation appropriate to the value of such  services as
determined by the Board from time to time.  Nothing herein contained
shall be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation
therefor.

ARTICLE VII

Notices

        Section 1.  Methods of Notice.  Whenever any notice is
required to be given to any stockholder, director or committee
member under the provisions of any statute, the certificate of
incorporation or these bylaws, such notice shall be given in writing
(a) by mail addressed to such stockholder, director or committee
member at such address as appears on the books of the corporation,
which notice shall be deemed to be given at the time it is deposited
in the United States mail with postage thereon prepaid; (b) by
telegram, which notice shall be deemed to be given at the time it is
delivered to the telegraph office; (c) by telecopy, which notice
shall be deemed to be given at the time it is transmitted; or (d) in
person, which notice shall be deemed to be given when received.

        Section 2.  Waiver of Notice.  Whenever any notice is required
to be given to any stockholder, director or committee member under
the provisions of any statute, the certificate of incorporation or
these bylaws, a waiver thereof in writing signed by the person or
persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such
notice.  Attendance at any meeting shall constitute a waiver of
notice thereof except as otherwise provided by statute.

ARTICLE VIII

Officers

        Section 1.  Executive Officers.  The executive officers of the
corporation shall consist of a Chairman of the Board, a Vice
Chairman of the Board, a President, and a Secretary, each of whom
shall be elected by the Board of Directors.  The Board of Directors
may also elect as officers of the corporation one or more Vice
Presidents, one or more of whom may be designated Executive or
Senior Vice Presidents and may also have such descriptive titles as
the Board shall deem appropriate, and a Treasurer.  Any two or more
offices may be held by the same person.

        Section 2.  Election and Qualification.  The Board of
Directors at its first meeting after each annual meeting of
stockholders shall elect the officers of the Corporation.

        Section 3.  Other Officers and Agents.  The Board may elect or
appoint Assistant Vice Presidents, Assistant Secretaries and
Assistant Treasurers, and such other officers and agents as it shall
deem necessary, who shall hold their offices for such terms and
shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors.

        Section 4.  Salaries.  The salaries of all officers of the
Corporation shall be fixed by the Board of Directors except as
otherwise directed by the Board.

        Section 5.  Term, Removal and Vacancies.  The officers of the
Corporation shall hold office until their successors are chosen and
qualify.  Any officer or agent of the Corporation  may be removed at
any time by the affirmative vote of a majority of the Board of
Directors, or by the President.  Any vacancy occurring in any office
of the Corporation may be filled by the Board of Directors or
otherwise as provided in this Article.

        Section 6.  Execution of Instruments.  The Chairman of the
Board, the Vice Chairman of the Board, and the President (and such
other officers as are authorized thereunto by resolution of the
Board of Directors) may execute in the name of the Corporation
bonds, notes, debentures and other evidences of indebtedness, stock
certificates, deeds, mortgages, deeds of trust, indentures,
contracts, leases, agreements and other instruments, requiring a
seal under the seal of the corporation, and may execute such
documents where not requiring a seal, except where such documents
are required by law to be otherwise signed and executed, and except
where the signing and execution thereof shall be exclusively
delegated to some other officer or agent of the corporation.

        Section 7.  Duties of Officers.  The duties and powers of the
officers of the Corporation shall be as provided in these bylaws, or
as provided for pursuant to these bylaws, or (except to the extent
inconsistent with these bylaws or with any provision made pursuant
hereto) shall be those customarily exercised by corporate officers
holding such offices.

        Section 8.  Chairman of the Board.  The Chairman of the Board
shall be the Chief Executive Officer of the Corporation and shall,
in general, supervise and control all of the business and affairs of
the Corporation.  The Chairman of the Board shall preside when
present at all meetings of the Board of Directors.  He shall advise
and counsel the other officers of the corporation and shall exercise
such powers and perform such duties as shall be assigned to or
required of him from time to time by the Board of Directors.  The
Chairman of the Board shall have all of the powers granted by the
bylaws to the Vice Chairman of the Board or the President and from
time to time may delegate all, or any, of his powers to the Vice
Chairman of the Board or the President.

        Section 9.  Vice Chairman of the Board.  The Vice Chairman of
the Board shall report to the Chairman of the Board and shall have
all necessary powers to discharge responsibilities as may be
assigned to the Vice Chairman of the Board by the Chairman of the
Board or the Board of Directors, from time to time, including
general supervision of the affairs of the Corporation and active
control of all of its business.  The Vice Chairman of the Board
shall perform all the duties and have all of the powers of the
Chairman of the Board in the absence of the Chairman of the Board.

        Section 10.  President.  The President shall have general
powers of oversight, supervision and management of the business and
affairs of the Corporation as the Chairman of the Board or the Board
of Directors may from time to time designate.  The Chairman of the
Board shall provide for the division of the duties among himself,
the Vice Chairman of the Board and the President from time to time
upon any basis that the Chairman of the Board shall determine is
necessary or advisable and in the best interest of the Corporation.

        Section 11.  Vice Presidents.  The Vice Presidents in the
order determined by the Board of Directors shall, in the absence or
disability of the President, perform the duties and exercise the
powers of the President, and shall perform such other duties as the
Board of Directors, the Chairman of the Board, the Vice Chairman of
the Board, and the President may prescribe.

        Section 12.  Secretary.  The Secretary shall attend all
meetings of the Board of Directors and all meetings of the
stockholders and record all votes and the minutes of all proceedings
in a book to be kept for that purpose and shall perform like duties
for the committees of the Board  of Directors when required.  Except
as may be otherwise provided in these bylaws, he shall give, or
cause to be given, notice of all meetings of the stockholders and
special meetings of the Board of Directors, and shall perform such
other duties as may be prescribed by the Board of Directors, the
Chairman of the Board, the Vice Chairman of the Board, and the
President. He shall keep in safe custody the seal of the
corporation, if any, and shall have authority to affix the same to
any instrument requiring it, and when so affixed it may be attested
by his signature.  The Board of Directors may give general authority
to any other officer to affix the seal of the Corporation and to
attest the affixing by his signature.  In the absence of the
Treasurer and all Assistant Treasurers, the Secretary shall perform
all the duties and have all the powers of the Treasurer.

        Section 13.  Assistant Secretaries.  The Assistant Secretaries
in the order determined by the Board of Directors shall, in the
absence or disability of the Secretary, perform the duties and
exercise the powers of the Secretary and shall perform such other
duties as the Board of Directors, the Chairman of the Board, the
Vice Chairman of the Board, and the President may prescribe.
Assistant secretaries may be appointed by the President without
prior approval of the board of directors.

        Section 14.  Treasurer.  The Treasurer shall have the custody
of the corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging
to the Corporation and shall deposit all monies and other valuable
effects in the name and to the credit of the Corporation in such
depositories as may be designated by the Board of Directors.  He
shall disburse the funds of the Corporation as may be ordered by the
Board, taking proper vouchers for such disbursements, and shall
render to the Board of Directors, the Chairman of the Board, the
Vice Chairman of the Board, and the President, whenever they may
require it, an account of all of his transactions as Treasurer and
of the financial condition of the Corporation.

        Section 15.  Assistant Treasurers.  The Assistant Treasurers
in the order determined by the Board of Directors shall, in the
absence or disability of the Treasurer, perform the duties and
exercise the powers of the Treasurer and shall perform such other
duties as the Board of Directors, the Chairman of the Board, the
Vice Chairman of the Board, and the President may prescribe.

ARTICLE IX

Shares and Stockholders

        Section 1.  Certificates Representing Shares.  Every holder of
stock in the Corporation shall be entitled to have a certificate,
signed by, or in the name of the Corporation by, the Chairman or
Vice Chairman of the Board of Directors, or the President or a Vice
President and the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary of the Corporation, certifying
the number of shares owned by him in the corporation.  The signature
of any such officer may be facsimile.  In case any officer who has
signed or whose facsimile signature has been placed upon such
certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the corporation with the
same effect as if he were such officer at the date of its issuance.
If the corporation shall be authorized to issue more than one class
of stock or more than one series of any class, the powers,
designations, preferences and relative, participating, optional or
other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences
and/or rights shall be set forth in full or summarized on the face
or back of the certificate which the Corporation shall issue to
represent such class or series of stock, provided that, except as
otherwise provided in Section 202 of the DGCL, in lieu of the
foregoing requirements, there may be set forth on the face or back
of  the certificate which the corporation shall issue to represent
such class or series of stock a statement that the corporation will
furnish without charge to each stockholder who so requests the
designations, preferences and relative, participating, optional or
other special rights of each class or series thereof and the
qualifications, limitations or restrictions of such preferences
and/or rights.

        Section 2.  Transfer of Shares.  Subject to valid transfer
restrictions and to stop-transfer orders directed in good faith by
the Corporation to any transfer agent to prevent possible violations
of federal or state securities laws, rules or regulations, or for
any other lawful purpose, upon surrender to the Corporation of a
certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it
shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record
the transaction upon its books.

        Section 3.  Fixing 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 sixty nor
less than ten 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 date on which notice is given, or, if notice is
waived, at the close of business on the date next preceding the day
on which the meeting is held.  A determination of stockholders of
record entitled to notice of or to vote at a meeting of stockholders
shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the
adjourned meeting.

        (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 ten 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 this Section, 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
the State of 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 statute, 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 receive 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
sixty 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 4.  Registered Stockholders.  The Corporation shall be
entitled to recognize the exclusive right of a person registered on
its books as the owner of any share or shares to receive dividends,
and to vote as such owner, and for all other purposes as such owner;
and the Corporation shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of the
State of Delaware.

        Section 5.  Lost Certificates.  The Board of Directors may
direct a new 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 the
making of an affidavit of that fact by the person claiming the
certificate of stock to be lost, stolen or destroyed.  When
authorizing such issue of a new certificate or certificates, the
Board of Directors may, in its 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 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 X

Indemnification

        (a)     Each person who was or is made a party or is threatened to
be made a party to or is otherwise involved in any action, suit, or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or
a person of whom he or she is the legal representative, is or was a
director or executive officer of the Corporation or is or was serving
at the request of the Corporation as a director or officer of another
corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan
(hereinafter an "indemnitee"), whether the basis of such proceeding is
alleged action in an official capacity as an executive officer or
director or in any other capacity while serving as an officer or
director shall be indemnified and held harmless by the Corporation to
the fullest extent authorized by the DGCL, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to
the extent that such amendment permits the Corporation to provide
broader indemnification rights than permitted prior thereto), against
all expense, liability and loss (including, without limitation,
attorneys' fees, judgments, fines, ERISA excise taxes or penalties,
and amounts paid or to be paid in settlement) reasonably incurred or
suffered by such indemnitee in connection therewith and such
indemnification shall continue as to an indemnitee who has ceased to
be a director or executive officer and shall inure to the benefit of
the indemnitee's heirs, executors, and administrators; provided,
however, that, except as provided in paragraph (b) hereof with respect
to proceedings to enforce rights to indemnification, the Corporation
shall indemnify any such indemnitee in connection with a proceeding
(or part thereof) initiated by such indemnitee only if such proceeding
(or part thereof) was authorized by the board of directors of the
Corporation.  The right to indemnification conferred in this Article X
shall be a contract right and shall include the right to be paid by
the Corporation the expenses incurred in defending any such proceeding
in advance of its final disposition (hereinafter an "advancement of
expenses"); provided, however, that, if the DGCL requires, an
advancement of expenses incurred by an indemnitee in his or her
capacity as a director or executive officer (and not in any other
capacity in which service was or is rendered by such indemnitee,
including, without limitation, service to an employee benefit plan)
shall be made only upon delivery to the Corporation of an undertaking
(hereinafter an "undertaking"), by or on behalf of such indemnitee, to
repay all amounts so advanced if it shall ultimately be determined by
final judicial decision from which there is no further right to appeal
(hereinafter a "final adjudication") that such indemnitee is not
entitled to be indemnified for such expense under this Article or
otherwise.

        (b)     If a claim under paragraph (a) of this Article X is not
paid in full by the Corporation within sixty days after a written
claim has been received by the Corporation (except in the case of a
claim for an advancement of expenses, in which case the applicable
period shall be twenty days), the indemnitee may at any time
thereafter bring suit against the Corporation to recover the unpaid
amount of the claim.  If successful in whole or in part in any such
suit, the indemnitee shall be entitled to be paid also the expense of
prosecuting or defending such suit.  In any suit brought by the
indemnitee to enforce a right to indemnification hereunder (but not in
a suit brought by the indemnitee to enforce a right to an advancement
of expenses) it shall be a defense that the indemnitee has not met the
applicable standard of conduct set forth in the DGCL, and in any suit
by the Corporation to recover an advancement of expenses pursuant to
the terms of an undertaking, the Corporation shall be entitled to
recover such expenses upon a final adjudication that the indemnitee
has not met the applicable standard of conduct set forth in the DGCL.
Neither the failure of the Corporation (including its board of
directors, independent legal counsel or its stockholders) to have made
a determination prior to the commencement of such suit that the
indemnitee has not met the applicable standard set forth in the DGCL,
nor an actual determination by the Corporation (including its board of
directors, independent legal counsel or its stockholders) that the
indemnitee has not met such applicable standard of conduct, shall
create a presumption that the indemnitee has not met the applicable
standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit.  In any suit brought by the
indemnitee to enforce a right to indemnification or to an advancement
of expenses hereunder or by the Corporation to recover an advancement
of expenses pursuant to the terms of an undertaking, the burden of
proving that the indemnitee is not entitled to be indemnified or to
such advancement of expenses under this Article or otherwise shall be
on the Corporation.

        (c)     The rights to indemnification and to the advancement of
expenses conferred in this Article X shall not be exclusive of any
other right that any person may have or hereafter acquire under this
Amended and Restated Certificate of Incorporation or any other bylaw,
agreement, vote of stockholders or disinterested directors, or
otherwise.

        (d)     The Corporation may maintain insurance, at its expense, to
protect itself and any director or officer of the Corporation or
another corporation, partnership, joint venture, trust, or other
enterprise against any expense, liability, or loss, whether or not the
Corporation would have the power to indemnify such person against such
expense, liability or loss under the DGCL.

        (e)     The Corporation may, to the extent authorized from time to
time by the board of directors, grant rights to indemnification and to
the advancement of expenses to any employee or agent of the
Corporation to the fullest extent of the provisions of this Article X
with respect to the indemnification and advancement of expenses of
directors and executive officers of the Corporation.

ARTICLE XI

General

        Section 1.  Dividends.  Dividends upon the capital stock of
the Corporation, subject to the provisions of the certificate of
incorporation, if any, or of the resolutions, if any, providing for
any series of stock, may be declared by the Board of Directors at
any meeting thereof, or by the Executive Committee at any meeting
thereof.  Dividends may be paid in cash, in property or in shares of
the capital stock of the Corporation, subject to the provisions of
the certificate of incorporation or of the resolutions, if any,
providing for any series of stock.

        Section 2.  Reserves.  Before payment of any dividend, there
may be set aside out of any funds of the Corporation available for
dividends such sum or sums as the directors from time to time, in
their absolute discretion, deem proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the Corporation, or for such other
purpose or purposes as the directors shall think conducive to the
interests of the Corporation, and the directors may modify or
abolish any such reserve in the manner in which it was created.

        Section 3.  Shares of Other Corporations.  The Chairman of the
Board, the President and any Vice President is authorized to vote,
represent and exercise on behalf of the Corporation all rights
incident to any and all shares of any other corporation or other
entity standing in the name of the Corporation. The authority herein
granted to said officer may be exercised either by said officer in
person or by any person authorized so to do by proxy or power of
attorney duly executed by said officer.  Notwithstanding the above,
however, the Board of Directors, in its discretion, may designate by
resolution any additional person to vote or represent said shares of
other corporations and other entities.

        Section 4.  Checks.  All checks, drafts, bills of exchange or
demands for money of the Corporation 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.

        Section 5.  Corporate Records.  The Corporation shall keep at
its registered office or principal place of business, or at the
office of its transfer agent or registrar, a record of its
stockholders giving the names and addresses of all stockholders and
the number and class and series, if any, of shares held by each.
All other books and records of the Corporation may be kept at such
place or places within or without the State of Delaware as the Board
of Directors may from time to time determine.

        Section 6.  Fiscal Year.  The fiscal year of the Corporation
shall be fixed by the Board of Directors; if not so fixed, it shall
be the calendar year.

ARTICLE XII

Amendments

        These bylaws may be altered, amended or repealed or new bylaws
may be adopted at any annual meeting of the stockholders or at any
special meeting of the stockholders at which a quorum is present or
represented, by the affirmative vote of the holders of 66-2/3
percent of the shares entitled to vote at such meeting and present
or represented thereat, or by the affirmative vote of a majority of
the entire Board of Directors at any regular meeting of the Board or
at any special meeting of the Board.


        Amended through April 28, 1999