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                                                                   EXHIBIT 3.2

                                                            amended 12/04/96

                                     BYLAWS

                                       OF

                          ZEIGLER COAL HOLDING COMPANY

                             A Delaware Corporation



                                   ARTICLE I

                                    OFFICES


         Section 1.  Registered Office.  The registered office of the
corporation in the State of Delaware shall be at 306 South State Street, Dover,
Delaware.  The name of the corporation's registered agent at such address shall
be the United States Corporation Company.

         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 the business of the corporation
may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         Section 1.  Place and Time of Meetings.  An annual meeting of the
stockholders shall be held for the purpose of electing directors and conducting
such other business as may come before the meeting.  The date, time and place
of the annual meeting shall be determined by resolution of the board of
directors.  Special meetings of stockholders for any other purpose 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.  Special meetings of the stockholders may be


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called by the president for any purpose and shall be called by the secretary if
directed by the board of directors.

         Section 2.  Notice.  Written or printed notice of every annual or
special meeting of the stockholders, stating the place, date, time and, in the
case of special meetings, the purpose or purposes of such meeting, shall be
given to each stockholder entitled to vote at such meeting not less than 10 nor
more than 60 days before the date of the meeting.  All such notices shall be
delivered, either personally or by mail, by or at the direction of the board of
directors, the president or the secretary, and if mailed, such notice shall be
deemed to be delivered when deposited in the UnitedStates mail addressed to the
stockholder at his or her address as it appears on the records of the
corporation, with postage prepaid.

         Section 3.  Stockholders List.  The officer having charge of the stock
ledger of the corporation shall make, at least 10 days before every meeting of
the stockholders, a complete list of the stockholders entitled to vote at such
meeting arranged in alphabetical order, specifying the address of and the
number of shares registered in the name of each stockholder.  Such list shall
be open to the examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least 10 days prior
to the meeting, either at a place within the city where the meeting is to be
held, which place shall be specified in the notice of the meeting or, if not so
specified, at the place where the meeting is to be held.  The list shall also
be produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

         Section 4.  Quorum.  The holders of a majority of the outstanding
shares of capital stock, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders, except as otherwise
provided by statute or by the Certificate of Incorporation.  If a quorum is not
present, the holders of the shares present in person or represented by proxy at
the meeting, and entitled to vote thereat, shall have the power, by the
affirmative vote of the holders of a majority of such shares, to adjourn the
meeting to another time and/or place.  Unless the adjournment is for more than
thirty days or unless a new record date is set for the adjourned meeting, no
notice of the adjourned meeting need be given to any stockholder, provided that
the time


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and place of the adjourned meeting were announced at the meeting at which the
adjournment was taken.  At the adjourned meeting the corporation may transact
any business which might have been transacted at the original meeting.

         Section 5.  Vote Required.  When a quorum is present or represented by
proxy at any meeting, the vote of the holders of a majority of the shares
present in person or represented by proxy shall decide any question brought
before such meeting; provided that if the question is one upon which by express
provisions of an applicable statute or of the Certificate of Incorporation a
different vote is required, such express provision shall govern and control the
decision of such question.

         Section 6.  Voting Rights.  Except as otherwise provided in the
Certificate of Incorporation and subject to Section 3 of Article VII hereof,
every stockholder shall at every meeting of the stockholders be entitled to one
vote in person or by proxy for each share of capital stock held by such
stockholder, except that no proxy shall be voted after three years from its
date, unless such proxy provides for a longer period.

         Section 7.  Informal Action.  Any action required to be taken at any
annual or special meeting of stockholders of the corporation, or any action
which may be taken at any annual or special meeting of such stockholders, may
be taken without a meeting, without prior notice and without a vote, if a
consent 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.  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.  Any action taken pursuant to such written consent of the stockholders
shall have the same force and effect as if taken by the stockholders at a
meeting thereof.

         Section 8.  Advance Notice of Nominations.  Subject to such rights of
the holders of any class or series of preferred stock as shall be prescribed in
the Certificate of Incorporation or in the resolutions of the Board of
Directors providing for the issuance of any such class or series, only persons
who are nominated in


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accordance with the procedures set forth in this Section 8 shall be eligible
for election as, and to serve as, directors.  Nominations of persons for
election to the Board of Directors may be made at a meeting of the stockholders
at which directors are to be elected (a) by or at the direction of the Board of
Directors or (b) by any stockholder of the Corporation entitled to vote at such
meeting in the election of directors who complies with the requirements of this
Section 8.  Such nominations, other than those made by or at the direction of
the Board of Directors, shall be preceded by timely advance notice in writing
to the Secretary of the Corporation.  To be timely, a stockholder's notice
shall be delivered to, or mailed and received at, the principal executive
offices of the Corporation not less than sixty days prior to the scheduled
meeting date, regardless of any postponements, deferrals or adjournments of the
meeting to a later date; provided, however, that if the scheduled meeting date
differs from the annual meeting date prescribed by the bylaws as in effect on
the date of the next preceding annual meeting of shareholders and if less than
seventy days' notice or prior public disclosure of the scheduled meeting date
is given or made, notice by the stockholder, to be timely must be so delivered
or received not later than the close of business on the fifteenth day following
the earlier of the day on which the notice of such meeting was mailed to
stockholders or the day on which such public disclosure was made.  A
stockholder's notice to the Secretary shall set forth (x) as to each person
whom the stockholder proposes to nominate for election or reelection as a
director, (i) the name, age, business address and residence address of such
person, (ii) the principal occupation or employment of such person, (iii) the
number of shares of each class of capital stock of the Corporation beneficially
owned by such person and (iv) the written consent of such person to having such
person's name placed in nomination at the meeting and to serve as a director if
elected, and (y) as to the stockholder giving the notice, (i) the name and
address, as they appear on the Corporation's books, of such stockholders and
(ii) the number of shares of each class of voting stock of the Corporation
which are then beneficially owned by the stockholder.  The presiding officer of
the meeting of stockholders shall determine whether the requirements of this
Section 8 have been met with respect to any nomination or intended nomination.
If the presiding officer determines that any nomination was not made in
accordance with the requirements of this Section 8, he or she shall so declare
at the meeting and the defective nomination shall be disregarded.



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         Section 9.  Advance Notice of Stockholder Proposals.  At an annual
meeting of stockholders, only such business shall be conducted, and only such
proposals shall be acted upon, as shall have been brought before the annual
meeting (a) by or at the direction of the Board of Directors or (b) by any
stockholder of the Corporation who complies with the requirements of this
Section 9 and as shall otherwise be proper subjects for stockholder action and
shall be properly introduced at the meeting.  For a proposal to be properly
brought before an annual meeting by a stockholder, the stockholder must have
given timely advance notice thereof in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice must be delivered to, or
mailed and received at, the principal executive offices of the Corporation not
less than sixty days prior to the scheduled meeting date, regardless of any
postponements, deferrals or adjournments of that meeting to a later date;
provided, however, if less than seventy days' notice or prior public disclosure
of the scheduled meeting date is given or made, notice by the stockholder, to
be timely, must be so delivered or received not later than the close of
business on the fifteenth day following the earlier of the day on which the
notice of such meeting was mailed to stockholders or the day on which such
public disclosure was made.  A stockholder's notice to the Secretary shall set
forth as to each matter the stockholder proposes to bring before the annual
meeting (w) a description of the proposal desired to be brought before the
annual meeting and the reasons for conducting such business at the annual
meeting, (x) the name and address, as they appear on the Corporation's books,
of the stockholder proposing such business and any other stockholders known by
such stockholder to be supporting such proposal, (y) the class and number of
shares of the Corporation's stock which are beneficially owned by the
stockholder on the date of such notice and (z) any financial interest of the
stockholder in such proposal.  The presiding officer of the annual meeting
shall determine whether the requirements of this Section 9 have been met with
respect to any stockholder proposal.  If the presiding officer determines that
a stockholder proposal was not made in accordance with the terms of this
Section 9, he or she shall so declare at the meeting and any such proposal
shall not acted upon at the meeting.



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                                  ARTICLE III

                                   DIRECTORS


         Section 1.  Number, Election and Term of Office.  The number of
directors which shall constitute the board shall not be less than five.  The
directors shall be elected at the annual meeting of the stockholders, except as
provided in Section 3 of this Article III, and each director elected shall hold
this office until the next annual meeting of stockholders and until a successor
is duly elected and qualified or until his or her earlier death, resignation or
removal as hereinafter provided.

         Section 2.  Removal.  Except as otherwise provided by agreement among
the stockholders, any director or the entire board of directors may be removed
at any time, with or without cause, by the holders of a majority of the shares
of stock of the corporation then entitled to vote at an election of directors,
except as otherwise provided by statute.

         Section 3.  Vacancies.  Except as otherwise provided by agreement
among the stockholders, vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority of the directors then in office though less than a quorum, and each
director so chosen shall hold office until the next annual meeting of
stockholders and until a successor is duly elected and qualified or until his
or her earlier death, resignation or removal as provided herein.

         Section 4.  Annual Meetings.  The annual meeting of each newly elected
board of directors shall be held without other notice than this bylaw
immediately after, and at the same place as, the annual meeting of
stockholders.

         Section 5.  Other Meetings and Notice.  Regular meetings, other than
the annual meeting, of the board of directors may be held without notice at
such time and at such place as shall from time to time be determined by
resolution of the board.  Special meetings of the board of directors may be
called by or at the request of the president on at least 24 hours notice to
each director, either personally, by telephone, by mail or by telegraph.


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In like manner and on like notice, the president must call a special meeting on
the written request of a majority of directors.

         Section 6.  Quorum.  A majority of the total number of directors shall
constitute a quorum for the transaction of business.  The vote of a majority of
the directors present at any meeting of directors at which a quorum is present
shall be the act of the board of directors.  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 7.  Committees.  The board of directors may, by resolution passed
by a majority of the whole board, designate one or more committees, each
committee to consist of one or more of the directors of the corporation, which
to the extent provided in such resolution shall have and may exercise the
powers of the board of directors in the management and affairs of the
corporation, except as otherwise limited by statute.  The board of directors
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.
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 regular minutes of its meetings and report the same to the
directors when required.

         Section 8.  Committee Rules.  Each committee of the board of directors
may fix its own rules of procedure and shall hold its meetings as provided by
such rules, except as may otherwise be provided by the resolution of the board
of directors designating such committee, but in all cases the presence of at
least a majority of the members of such committee shall be necessary to
constitute a quorum.  In the event that a member and that member's alternate,
if alternates are designated by the board of directors as provided in Section 7
of this Article III, of such committee is/are absent or disqualified, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not such member or members constitute a quorum, may
unanimously appoint another member of the board of directors to act at the
meeting in place of any such absent or disqualified member.


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         Section 9.  Informal Action.  Any action required or permitted to be
taken at any meeting of the board of directors, or of any committee thereof,
may be taken without a meeting if all members of the board or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the board or committee.


                                   ARTICLE IV

                                    OFFICERS

         Section 1.  Number.  The officers of the corporation shall be elected
by the board of directors and shall consist of a president, one or more
vice-presidents, a secretary, a treasurer and such other officers and assistant
officers as may be deemed necessary or desirable by the board of directors.
Any number of offices may be held by the same person.  In its discretion, the
board of directors may choose not to fill any office for any period as it may
deem advisable, except the offices of the president and secretary.

         Section 2.  Election and Term of Office.  The officers of the
corporation shall be elected annually by the board of directors at the first
meeting of the board of directors held after each annual meeting of
stockholders.  If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as conveniently may be.
Vacancies may be filled or new offices created and filled at any meeting of the
board of directors.  Each officer shall hold office until the next annual
meeting of the board of directors and until a successor is duly elected and
qualified or until his or her earlier death, resignation or removal as
hereinafter provided.

     Section 3.  Removal.  Any officer or agent elected by the board of
directors may be removed by the board of directors whenever in its judgment the
best interests of the corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.

         Section 4.  Vacancies.  A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the board
of directors for the unexpired portion of the term by the board of directors
then in office.

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         Section 5.  Compensation.  Compensation of all officers shall be fixed
by the board of directors, and no officer shall be prevented from receiving
such compensation by virtue of the fact that he or she is also a director of
the corporation.

         Section 6A.  Chief Executive Officer.  The Chief Executive Officer of
the Corporation shall, subject to the board of directors, have general
responsibility for management of the business, affairs and properties of the
Corporation and shall have such other powers and perform such other duties as
may be prescribed by the board of directors or as may be provided in these
Bylaws.  The Chief Executive Officer shall have authority to execute all bonds,
mortgages and other contracts of the Corporation, under seal or otherwise, and
may delegate such authority to any other officer or agent of the corporation,
except where required by law to be executed by a specific officer or agent of
the Corporation and except where the execution thereof shall be expressly
delegated by the board of directors to some other officer or agent of the
Corporation.  The Chief Executive Officer of the Corporation shall be either
the Chairman of the Board or the President of the Corporation, as the board of
directors shall from time to time designate.

         Section 6B.  The Chairman of the Board.  The Chairman of the Board
shall preside at all meetings of stockholders and the board of directors,
consult with the President regarding corporate policies and shall serve as
Chief Executive Officer if so designated by the board of directors and have
such other powers and perform such other duties as may be assigned to him by
the Board or provided in these Bylaws.

         Section 6C.  President.  The President shall, unless otherwise
specified by the board of directors, be the chief operating officer of the
business of the Corporation and if not the Chief Executive Officer, shall
assist that officer in the management of the business affairs and properties of
the Corporation and shall have such other powers and perform such other duties
as may be prescribed by the board of directors or as may be provided in these
Bylaws.  In the absence of the Chairman of the Board, the President shall
preside at meetings of the board of directors.

         Section 7.  Vice Presidents.  The vice-president, or if there shall be
more than one, the vice-presidents in the order determined


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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 and have other powers as the board of directors
may, from time to time, determine or these bylaws may prescribe.

         Section 8.  The Secretary and Assistant Secretaries.  The secretary
shall attend all meetings of the board of directors and all meetings of the
stockholders and record all the proceedings of the meetings of the corporation
and of the board of directors in a book to be kept for that purpose and shall
perform like duties for the standing committees when required.  The secretary
shall give, or cause to be given, notice of all meetings of the stockholders
and special meetings of the board of directors; perform such other duties as
may be prescribed by the board of directors or president, under whose
supervision he or she shall be; shall have custody of the corporate seal of the
corporation and the secretary, or an assistant secretary, shall have authority
to affix the same to any instrument requiring it and when so affixed, it may be
attested by his or her signature or by the signature of such assistant
secretary.  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
or her signature.  The assistant secretary, or if there be more than one, 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 and have such
other powers as the board of directors may from time to time prescribe.

         Section 9.  The Treasurer and Assistant Treasurer.  The treasurer
shall have the custody of the corporate funds and securities; shall keep full
and accurate accounts of receipts and disbursements in books belonging to the
corporation; shall deposit all monies and other valuable effects in the name
and to the credit of the corporation as may be ordered by the board of
directors, taking proper vouchers for such disbursements; and shall render to
the president and the board of directors, at its regular meeting or when the
board of directors so requires, an account of the corporation.  If required by
the board of directors, the treasurer shall give the corporation a bond (which
shall be rendered every six years) in such sums and with such surety or
sureties as shall be satisfactory to the board of directors for the faithful



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performance of the duties of the office of treasurer and for the restoration to
the corporation, in case of death, resignation, retirement, or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in the possession or under the control of the treasurer belonging to the
corporation.  The assistant treasurer, or if there shall be more than one, 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 and have such
other powers as the board of directors may from time to time prescribe.

         Section 10.  Other Officers, Assistant Officers and Agents.  Officers,
assistant officers and agents, if any, other than those whose duties are
provided for in these bylaws, may be appointed from time to time by the
Chairman of the Board or the President and shall have such authority and
perform such duties as may from time to time be prescribed by the Chairman of
the Board or the President.  Any such appointed officer may be removed from
office by the appointing officer or by the board of directors.


                                   ARTICLE V

               INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

         Section 1.  The corporation shall indemnify 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 (other than an action by or in the right of the corporation)
by reason of the fact that he or she is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with such action, suit or
proceeding if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.  The termination
of any action, suit or proceeding by judgment, order, settlement, conviction,
or upon a plea of nolo contendere or its


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equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he or she reasonably believed to be in
or not opposed to the best interest of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that his or
her conduct was unlawful.

         Section 2.  The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he or she is or was a director
or officer of the corporation, or is or was serving at the request of the
corporation as a director or officer of another corporation, against expenses
(including attorneys' fees) actually and reasonably incurred by him or her in
connection with the defense or settlement of such action or suit if he or she
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper.

         Section 3.  To the extent that a director or officer of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections 1 and 2 of this Article V or
in defense of any claim, issue or matter therein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection therewith.

         Section 4.  Any indemnification under Sections 1 and 2 of this Article
V (unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of
the director or officer is proper in the circumstances because he or she has
met the applicable standard of conduct set forth in Sections 1 and 2 of this
Article V.  Such determination shall be made (1) by the board of directors by a
majority vote of a quorum consisting of directors


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who were not parties to such action, suit or proceeding, or (2) if such a
quorum is not obtainable, or, even if obtainable a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion, or (3)
by the stockholders.

         Section 5.  Expenses incurred in defending a civil or criminal action,
suit or proceeding shall be paid by the corporation in advance of the final
disposition of such action, suit or proceeding as authorized by the board of
directors in the specific case upon receipt of an undertaking by or on behalf
of the director or officer to repay such amount if it shall ultimately be
determined that he or she is not entitled to be indemnified by the corporation
as authorized in this Article V.

         Section 6.  The indemnification provided by this Article V shall not
be deemed exclusive of any other rights to which those seeking indemnification
may be entitled under any by-law, 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.

         Section 7.  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 or officer of another corporation against any liability asserted
against him or her and incurred by him or her in any such capacity, or arising
out of his or her status as such, whether or not the corporation would have the
power to indemnify him or her against such liability under the provisions of
this Article V.

         Section 8.  For purposes of this Article V, references to "the
corporation" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed
in a consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors and officers so
that any person who is or was a director or officer of such constituent
corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent

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of another corporation shall stand in the same position under the provisions of
this Article V with respect to the resulting or surviving corporation as he or
she would have with respect to such constituent corporation if its separate
existence had continued.

                                   ARTICLE VI

                             CONFLICTS OF INTEREST

         No contract or transaction between the corporation and one or more of
its directors, officers or stockholders, or between the corporation and any
other corporation, partnership, association or other organization in which one
or more of the corporation's directors, officers or stockholders are directors,
officers or stockholders, or have a financial interest, will be entered into by
the corporation, unless the material facts as to the relationship or interest
of the interested party and as to the contract or transaction are disclosed to
or known to the board of directors or the committee thereof which authorizes
the contract or transaction and the board or committee authorizes the contract
or transaction by the affirmative vote of a majority of the disinterested
directors, even though the disinterested directors are less than a quorum.
Interested directors may be counted in determining the presence of a quorum at
a meeting of the board of directors or of a committee which authorizes the
contract or transaction.

                                  ARTICLE VII

                             CERTIFICATES OF STOCK

         Section 1.  Form.  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 president or a vice-president and the secretary or an assistant
secretary of the corporation, certifying the number of shares owned by him or
her in the corporation.  Where a certificate is signed (1) by a transfer agent
or an assistant transfer agent other than the corporation or its employee, or
(2) by a registrar, other than the corporation or its employee, the signature
of any such president, vice-president, secretary or assistant secretary may be
facsimile.  In case any officer or officers who have signed, or whose facsimile
signature or signatures have been used on, any such certificate or certificates
shall cease to be such officer or officers of the corporation



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whether because of death, resignation or otherwise before such certificate or
certificates have been delivered by the corporation, such certificate or
certificates may nevertheless be issued and delivered as though the person or
persons who signed such certificate or certificates or whose facsimile
signature or signatures have been used thereon had not ceased to be such
officer or officers of the corporation.  All certificates for shares shall be
consecutively numbered or otherwise identified.  The name of the person to whom
the shares represented thereby are issued, with the number of shares and date
of issue, shall be entered on the books of the corporation.  All certificates
surrendered to the corporation for transfer shall be canceled, and no new
certificate shall be issued in replacement until the former certificate for a
like number of shares shall have been surrendered or canceled, except as
otherwise provided in the corporation's Certificate of Incorporation with
respect to lost, stolen or destroyed certificates.

         Section 2.  Fixing a Record Date.  The board of directors may fix in
advance a date, not more than sixty nor less than ten days preceding the date
of any meeting of stockholders, or the date for the payment of any dividend, or
the date for the allotment or rights, or the date when any change or conversion
or exchange or capital stock shall go into effect, or a date in connection with
obtaining any consent, as a record date for the determination of the
stockholders entitled to notice of, and to vote at, any such meeting, and any
adjournment thereof, or entitled to receive payment of any such dividend, or to
any such allotment of rights, or to exercise the rights in respect to any such
change, conversion, or exchange of capital stock, or to give such consent, and
in such case such stockholders and only such stockholders as shall be
stockholders of record on the date so fixed shall be entitled to such notice
of, and to vote at, such meeting and any adjournment thereof, or to receive
payment of such dividend, or to receive such allotment of rights, or to
exercise such rights, or to give such consent, as the case may be
notwithstanding any transfer of any stock on the books of the corporation after
any such record date fixed as aforesaid.  If no record date is fixed, the time
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.  The time for
determining

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stockholders for any other purpose shall be at the close of business on the
date on which the board of directors adopts the resolution relating thereto.  A
determination of stockholders 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.

         Section 3.  Registered Stockholders.  The corporation shall be
entitled to recognize the exclusive right of a person registered on its books
as the owner of shares to receive dividends, and to vote as such owner, and to
hold liable for calls and assessments a person registered on its books as the
owner of shares, and shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of the 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.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

         Section 1.  Dividends.  Dividends upon the capital stock of the
corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the board of directors at any regular or special
meeting, pursuant to law.  Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the Certificate of
Incorporation.  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, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think in the best interest of the corporation,
and the directors may modify or abolish any such reserve in the manner in which
it was created.

         Section 2.  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 of directors may from time to time designate.


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         Section 3.  Fiscal Year.  The fiscal year of the corporation shall be
fixed by resolution of the board of directors.

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

         Section 5.  Securities Owned by Corporation.  Voting securities in any
other corporation held by the corporation shall be voted by the president,
unless the board of directors specifically confers authority to vote with
respect thereto, which may be general or confined to specific instances, upon
some other person or officer.  Any person authorized to vote securities shall
have the power to appoint proxies, with general power of substitution.

                                   ARTICLE IX

                                   AMENDMENTS

         These bylaws may be amended, altered, or repealed and new bylaws
adopted at any meeting of the board of directors by a majority vote.  The fact
that the power to adopt, amend, alter, or repeal the bylaws has been conferred
upon the board of directors shall not divest the stockholders of the same
powers.


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