BY LAWS OF
                      AMCON DISTRIBUTING COMPANY



   As Amended and Restated on March 29, 2006 solely to facilitate the
 filing of these By-laws with the Securities and Exchange Commission



                              ARTICLE I

                            STOCKHOLDERS

Section 1.   Time and Place of Meetings                              1
Section 2.   Annual Meetings                                         1
Section 3.   Special Meetings                                        1
Section 4.   Notice of Meetings                                      1
Section 5.   Quorum and Adjournment                                  1
Section 6.   Voting                                                  2
Section 7.   Stockholder Proposals and Nominations of Directors      2
Section 8.   Inspectors of Elections                                 3
Section 9.   Opening and Closing of Polls                            3

                              ARTICLE II

                              DIRECTORS

Section 1.   General Powers                                          4
Section 2.   Number and Term of Office                               4
Section 3.   Vacancies                                               4
Section 4.   Regular Meetings                                        5
Section 5.   Special Meetings                                        5
Section 6.   Quorum                                                  5
Section 7.   Written Action                                          5
Section 8.   Participation in Meetings by Conference Telephone       5
Section 9.   Committees                                              5
Section 10.  Compensation                                            6
Section 11.  Regulations; Manner of Acting                           6

                              ARTICLE III

                                NOTICES
Section 1.   Generally                                               7
Section 2.   Waivers                                                 7

                              ARTICLE IV

                               OFFICERS
Section 1.   Generally                                               7
Section 2.   Compensation                                            7
Section 3.   Election                                                7
Section 4.   Authority and Duties                                    7
Section 5.   Removal and Resignation; Vacancies                      8
Section 6.   Chairman                                                8
Section 7.   President                                               8
Section 8.   Execution of Documents and Action With Respect to
             Securities of Other Corporations                        8
Section 9.   Vice President                                          8
Section 10.  Secretary and Assistant Secretaries                      8
Section 11.  Treasurer and Assistant Treasurer                        9

                              ARTICLE V

                           INDEMNIFICATION

Section 1.   Right to Indemnification                                9
Section 2.   Right of Indemnitee To Bring Suit                      10
Section 3.   Nonexclusivity of Rights                               10
Section 4.   Insurance                                              11
Section 5.   Indemnification of Agents of the Corporation           11
Section 6.   Indemnification Contracts                              11
Section 7.   Effect of Amendment                                    11

                              ARTICLE VI

                                STOCK

Section 1.   Certificates                                           11
Section 2.   Transfer                                               11
Section 3.   Lost, Stolen or Destroyed Certificates                 12
Section 4.   Record Date                                            12

                              ARTICLE VII

                           GENERAL PROVISIONS

Section 1.   Fiscal Year                                            12
Section 2.   Corporate Seal                                         12
Section 3.   Reliance Upon Books, Reports and Records               13
Section 4.   Time Periods                                           13
Section 5.   Dividends                                              13

                             ARTICLE VIII

AMENDMENTS                                                          13










                               BY LAWS
                As Amended and Restated on March 29, 2006


                              ARTICLE I

                            STOCKHOLDERS

  SECTION 1.  Time and Place of Meetings.  All meetings of the
stockholders for the election of directors or for any other purpose
shall be held at such time and place, within or without the State of
Delaware, as may be designated by the Board of Directors or, in the
absence of a designation by the Board of Directors, by the Chairman of
the Board or the President and such time and place 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 the stockholders
commencing with the year 1995 shall be held on the third Thursday in
February if not a legal holiday, and if a legal holiday, then on the
next business day following, at 10:00 a.m., or at such other date and
time as shall be designated from time to time by the Board of
Directors, at which meeting the stockholders shall elect by a
plurality vote the directors to succeed those whose terms expire at
that meeting and shall transact such other business as may properly be
brought before the meeting.

  SECTION 3.  Special Meetings.  Special meetings of the stockholders,
for any purpose or purposes, unless otherwise prescribed by statute or
by the Restated Certificate of Incorporation, may only be called by
(a) the Chairman of the Board, (b) the Board of Directors pursuant to
a resolution adopted by a majority of the total number of authorized
directors or (c) the President.

  SECTION 4.  Notice of Meetings.  Written notice of every meeting of
the stockholders, stating 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, shall be given not less than 10 or more than 60
days before the date of the meeting to each stockholder entitled to
vote at such meeting, except as otherwise provided herein or by law.
When a meeting is adjourned to another place, date or time, written
notice need not be given of the adjourned meeting if the place, date
and time thereof are announced at the meeting at which the adjournment
is taken; provided, however, that if the adjournment is for more than
30 days, or if after the adjournment a new record date is fixed for
the adjourned meeting, written notice of the place, date and time of
the adjourned meeting shall be given in conformity herewith.  At any
adjourned meeting, any business may be transacted which might have
been transacted at the original meeting.

  SECTION 5.  Quorum and Adjournment.  The holders of a majority of
the stock issued and outstanding and entitled to vote thereat, present
in person or represented by proxy, shall constitute a quorum at all
meetings of the stockholders for the transaction of business except as
otherwise provided by law or by the Restated Certificate of
Incorporation.  If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy,
shall have power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be
present or represented; provided, however, that if the adjournment is
for more than 30 days, or if after the adjournment a new record date
is fixed for the adjourned meeting, a notice of the adjourned meeting,
conforming to the requirements of Section 4 of Article I hereof, shall
be given to each stockholder of record entitled to vote at such
meeting.  At any adjourned meeting at which a quorum is present, any
business may be transacted that might have been transacted on the
original date of the meeting.

  SECTION 6.  Voting.  Except as otherwise provided by law or by the
Restated Certificate of Incorporation, each stockholder shall be
entitled at every meeting of the stockholders to one vote for each
share of stock having voting power standing in the name of such
stockholder on the books of the Corporation on the record date for the
meeting, and such votes may be cast either in person or by written
proxy.  Every proxy must be duly executed and filed with the Secretary
of the Corporation.  A stockholder may revoke any proxy which is not
irrevocable by attending the meeting and voting in person or by filing
an instrument in writing revoking the proxy or another duly executed
proxy bearing a later date with the Secretary of the Corporation.  No
vote of the stockholders need be taken by written ballot unless
otherwise required by law.  Any vote which need not be taken by ballot
may be conducted in any manner approved by the meeting.  Every vote
taken by written ballot shall be counted by one or more inspectors of
election appointed by the Board of Directors.  When a quorum is
present at any meeting, the vote of the holders of a majority of the
stock which has voting power present in person or represented by proxy
shall decide any question properly brought before such meeting, unless
the question is one upon which by express provision of law, the
Restated Certificate of Incorporation or these By laws, a different
vote is required, in which case such express provision shall govern
and control the decision of such question.

  SECTION 7.  Stockholder Proposals and Nominations of 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 entitled to vote for the election of directors at
such meeting.  Any nominations, other than those made by or on behalf
of the Board of Directors, and any proposal by any stockholder to
transact any corporate business at an annual or special stockholders'
meeting, shall be made by notice in writing and mailed by certified
mail to the Secretary of the Corporation and (a) in the case of an
annual meeting, received no later than 35 days prior to the date of
the annual meeting; provided, however, that if less than 35 days'
notice of a meeting of stockholders is given to the stockholders, such
notice of proposed business or nomination by such stockholder shall
have been made or delivered to the Secretary of the Corporation not
later than the close of business on the seventh day following the day
on which the notice of a meeting was mailed, and (b) in the case of a
special meeting of stockholders, received not later than the close of
business on the tenth day following the day on which notice of the
date of the meeting was mailed or public disclosure of the date of the
meeting was made, whichever occurs first.  A notice of nominations by
stockholders shall 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
regarding nominees in proxy solicitations pursuant to Section 14(a) of
the Securities Exchange Act of 1934, as amended, and the rules under
such section.

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

  SECTION 8.  Inspectors of Elections.  Preceding any meeting of the
stockholders, the Board of Directors shall appoint one or more persons
to act as Inspectors of Elections and may designate one or more
alternate inspectors.  In the event no inspector or alternate is able
to act, the person presiding at the meeting shall appoint one or more
inspectors to act at the meeting.  Each inspector, before entering
upon the discharge of the duties of an inspector, shall take and sign
an oath faithfully to execute the duties of inspector with strict
impartiality and according to the best of his or her ability.  The
inspector shall:

     (a)  ascertain the number of shares outstanding and the voting
power of each;

     (b)  determine the shares represented at a meeting and the
validity of proxies and ballots;

     (c)  count all votes and ballots;

     (d)  determine and retain for a reasonable period a record of the
disposition of any challenges made to any determination by the
inspectors; and

     (e)  certify his or her determination of the number of shares
represented at the meeting and his or her count of all votes and
ballots.

The inspector may appoint or retain other persons or entities to
assist in the performance of the duties of inspector.
When determining the shares represented and the validity of proxies
and ballots, the inspector shall be limited to an examination of the
proxies, any envelopes submitted with those proxies, ballots and the
regular books and records of the Corporation.  The inspector may
consider reliable information for the limited purpose of reconciling
proxies and ballots submitted by or on behalf of banks, brokers or
their nominees or similar persons which 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 inspector
considers other reliable information as outlined in this Section, the
inspector, at the time of his or her certification pursuant to (e) of
this Section, shall specify the precise information considered, the
person or persons from whom the information was obtained, when this
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.

  SECTION 9.  Opening and Closing of Polls.  The date and time for the
opening and the closing of the polls for each matter to be voted upon
at a meeting of stockholders shall be announced at the meeting.  The
inspector of the election shall be prohibited from accepting any
ballots, proxies or votes or any revocations thereof or changes
thereto after the closing of the polls, unless the Court of Chancery
upon application by a stockholder shall determine otherwise.

                              ARTICLE II

                              DIRECTORS

  SECTION 1.  General Powers.  The business and affairs of the
Corporation shall be managed by or under the direction of its Board of
Directors, which may exercise all such powers of the Corporation and
do all such lawful acts and things as are not by law or by the
Restated Certificate of Incorporation directed or required to be
exercised or done by the stockholders.

  SECTION 2.  Number and Term of Office.
     (a)  The Board of Directors shall be divided into three classes,
designated Classes I, II and III, which shall be as nearly equal in
number as possible.  Directors of Class I shall be elected to hold
office for a term expiring at the annual meeting of stockholders to be
held in 1995, directors of Class II shall be elected to hold office
for a term expiring at the annual meeting of stockholders to be held
in 1996 and directors of Class III shall be elected to hold office for
a term expiring at the annual meeting of stockholders to be held in
1997.  At each annual meeting of stockholders following such initial
classification and election, the respective successors of each class
shall be elected for three year terms.  The holders of a majority of
the shares then entitled to vote generally for the election of
directors may remove any director or the entire Board of Directors,
but only for cause.

     (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 as possible.

     (c)  No less than two directors shall be persons other than (i)
officers or employees of the Corporation or its subsidiaries or (ii)
individuals having a relationship which, in the opinion of the Board
of Directors, would interfere with the exercise of independent
judgment in carrying out the responsibilities of a director.

  SECTION 3.  Vacancies.  Vacancies in the Board of Directors
resulting from death, resignation, retirement, disqualification,
removal from office or other cause, and newly created directorships
resulting from any increase in the authorized number of directors, may
be filled only by the affirmative vote of a majority of the remaining
directors, though less than a quorum of the Board of Directors, and
directors so chosen shall hold office for a term expiring at the
annual meeting of stockholders at which the term of office of the
class of which they have been elected expires and until such
directors' successors shall have been duly elected or qualified.

  SECTION 4.  Regular Meetings.  Regular meetings of the Board of
Directors may be held without notice immediately after the annual
meeting of the stockholders and at such other times and places as
shall from time to time be determined by the Board of Directors.

  SECTION 5.  Special Meetings.  Special meetings of the Board of
Directors may be called by the Chairman of the Board or the President
or any Vice President on one day's written notice to each director by
whom such notice is not waived, given either personally or by courier,
mail, facsimile transmission or telegram, and shall be called by the
President or the Secretary in like manner and on like notice on the
written request of any two directors.

  SECTION 6.  Quorum.  At all meetings of the Board of Directors, a
majority of the total number of directors then in office shall
constitute a quorum for the transaction of business, and the act of a
majority of the directors present at any meeting at which there is a
quorum 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 to another
place, time or date, without notice other than announcement at the
meeting, until a quorum shall be present.

  SECTION 7.  Written 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
such committee, as the case may be, consent thereto in writing and the
writing or writings are filed with the minutes or proceedings of the
Board or such committee.

  SECTION 8.  Participation in Meetings by Conference Telephone.
Members of the Board of Directors, or any committee designated by the
Board of Directors, may participate in a meeting of the Board of
Directors, or any such committee, 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 9.  Committees.  The Board of Directors may, by resolution
passed by a majority of the entire Board, designate one or more
committees, each committee to consist of one or more of the directors
of the Corporation and each to have such lawfully delegable powers and
duties as the Board may confer.  Each such committee shall serve at
the pleasure of the Board of Directors.  The Board may designate one
or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the
committee.  Except as otherwise provided by law, any such committee,
to the extent provided in the resolution of the Board of Directors,
shall have and may exercise all the powers and authority of the Board
of Directors in the management of the business and affairs of the
Corporation and may authorize the seal of the Corporation to be
affixed to all papers which may require it.  Any committee or
committees so designated by the Board shall have such name or names as
may be determined from time to time by resolution adopted by the Board
of Directors.  Unless otherwise prescribed by the Board of Directors,
a majority of the members of the committee shall constitute a quorum
for the transaction of business, and the act of a majority of the
members present at a meeting at which there is a quorum shall be the
act of such committee.  Each committee shall prescribe its own rules
for calling and holding meetings and its method of procedure, subject
to any rules prescribed by the Board of Directors, and shall keep a
written record of all actions taken by it.  No such committee shall
have the power or authority:

     (a)  to amend the Restated Certificate of Incorporation (except
that a committee may, to the extent authorized in the resolution or
resolutions providing for the issuance of shares of stock adopted by
the Board of Directors as provided in Section 151(a) of the General
Corporation Law of the State of Delaware, fix the designations and any
of the 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 or fix the number
of shares of any series of stock or authorize the increase or decrease
of the shares of any series);

     (b)  to adopt an agreement of merger or consolidation under
Section 251 or Section 252 of the General Corporation Law of the State
of Delaware;

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

     (d)  to recommend to the stockholders a dissolution of the
Corporation or a revocation of a dissolution; or

     (e)  to amend the By laws of the Corporation.
Unless the resolution, By laws or Restated Certificate of
Incorporation 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 pursuant to
the General Corporation Law of the State of Delaware.

SECTION 10.  Compensation.  The Board of Directors may establish such
compensation for, and reimbursement of the expenses of, directors for
attendance at meetings of the Board of Directors or committees, or for
other services by directors to the Corporation, as the Board of
Directors may determine.

SECTION 11.  Regulations; Manner of Acting.  To the extent consistent
with applicable law, the Restated Certificate of Incorporation and
these By laws, the Board of Directors may adopt such special rules and
regulations for the conduct of their meetings and for the management
of the property, affairs and business of the Corporation as the Board
of Directors may deem appropriate.  The directors shall act only as a
Board, and the individual directors shall have no power as such.

                             ARTICLE III

                               NOTICES

  SECTION 1.  Generally.  Whenever by law or under the provisions of
the Restated Certificate of Incorporation or these By laws notice is
required to be given to any director or stockholder, it shall not be
construed to mean personal notice, but such notice may be given in
writing, by mail, addressed to such director or stockholder, at his
address as it appears on the records of the Corporation, with postage
thereon prepaid, and such notice shall be deemed to be given at the
time when the same shall be deposited in the United States mail.
Notice to directors may also be given by facsimile transmission,
telegram or telephone.

  SECTION 2.  Waivers.  Whenever any notice is required to be given by
law or under the provisions of the Restated Certificate of
Incorporation or these By laws, a waiver thereof in writing, signed by
the person or persons entitled to such notice, whether before or after
the time of the event for which notice is to be given, shall be deemed
equivalent to such notice.  Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person
attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because
the meeting is not lawfully called or convened.





                              ARTICLE IV

                               OFFICERS

  SECTION 1.  Generally.  The officers of the Corporation shall be
elected by the Board of Directors and shall consist of a Chairman,
Vice Chairman, President and Secretary.  The Board of Directors may
also choose any or all of the following: a Chief Financial Officer,
Treasurer, one or more Vice Presidents, and one or more Assistant
Secretaries and Assistant Treasurers or any other officers deemed
necessary by the Board of Directors.  The Office of the Chairman shall
be comprised of the Chairman, Vice Chairman and Chief Financial
Officer.  The President and other executive officers shall report to
the Office of the Chairman.  Any number of offices may be held by the
same person.

  SECTION 2.  Compensation.  The compensation of all officers and
agents of the Corporation who are also directors of the Corporation
shall be fixed by the Board of Directors.  The Board of Directors may
delegate the power to fix the compensation of other officers and
agents of the Corporation to an officer of the Corporation.

  SECTION 3.  Election.  The officers of the Corporation shall hold
office until their successors are elected and qualified.  Any officer
elected or appointed by the Board of Directors may be removed at any
time by the affirmative vote of a majority of the directors.  Any
vacancy occurring in any office of the Corporation may be filled by
the Board of Directors.

  SECTION 4.  Authority and Duties.  Each of the officers of the
Corporation shall have such authority and shall perform such duties as
are customarily incident to their respective offices or as may be
specified from time to time by the Board of Directors in a resolution
which is not inconsistent with these By-laws.

  SECTION 5.  Removal and Resignation; Vacancies.  Any officer may be
removed for or without cause at any time by the Board of Directors.
Any officer may resign at any time by delivering a written notice of
resignation, signed by such officer, to the Board of Directors,
Chairman, Vice Chairman or President.  Unless otherwise specified
therein, such resignation shall take effect upon delivery.  Any
vacancy occurring in any office of the Corporation by death,
resignation, removal or otherwise shall be filled by the Board of
Directors.

  SECTION 6.  Chairman.  The Chairman shall be the chief executive
officer of the Corporation and, as such, shall direct the business and
affairs of the Corporation, preside at all meetings of the
stockholders and of the Board of Directors and shall have such other
duties and responsibilities as may be assigned to him or her by the
Board of Directors.  The Chairman may delegate to any qualified person
his or her authority, including to chair any meeting of the
stockholders, either on a temporary or a permanent basis.

  SECTION 7.  Vice Chairman.  The Vice Chairman shall be the chief
corporate officer of the Corporation and, as such, shall also direct
the business and affairs of the Corporation and shall have such other
duties and responsibilities as may be assigned to him or her by the
Board of Directors.  In case of the inability or failure of the
Chairman to perform the duties of that office, the Vice Chairman shall
perform such duties, unless otherwise determined by the Board of
Directors.  The Vice Chairman shall report to the Chairman.

  SECTION 8.  President.  The President shall be the chief operating
officer of the Corporation and, as such, shall be responsible for the
active management of the business and affairs of the Corporation.  In
case of the inability or failure of both the Chairman and Vice
Chairman to perform the duties of those offices, the President shall
perform such duties, unless otherwise determined by the Board of
Directors.

  SECTION 9.  Execution of Documents and Action With Respect to
Securities of Other Corporations.  The Chairman, Vice Chairman and
President shall each have and each is hereby given full power and
authority, acting alone or together, except as otherwise required by
law or directed by the Board of Directors, (a) to execute, on behalf
of the Corporation, all duly authorized contracts, agreements, deeds,
conveyances or other obligations of the Corporation, applications,
consents, proxies and other powers of attorney and other documents and
instruments and (b) to vote and otherwise act on behalf of the
Corporation, in person or by proxy, at any meeting of stockholders (or
with respect to any action of such stockholders) of any other
corporation in which the Corporation may hold securities and otherwise
to exercise any and all rights and powers which the Corporation may
possess by reason of its ownership of securities of such other
corporation.  In addition, the Chairman, Vice Chairman and President,
or any of them, may delegate to other officers, employees and agents
of the Corporation the power and authority to take any such action
which each is authorized to take under this Section 9 of this Article
IV, with such limitations as they or any of them may specify; such
authority so delegated shall not be redelegated by the person to whom
such execution authority has been delegated.

  SECTION 10.  Vice President.  Each Vice President, however titled,
shall perform such duties and services and shall have such authority
and responsibilities as shall be assigned to or required from time to
time by the Board of Directors, Chairman, Vice Chairman or President.

  SECTION 11.  Secretary and Assistant Secretaries.
     (a)  The Secretary shall attend all meetings of the stockholders
and all meetings of the Board of the Board of Directors and record all
proceedings of the meetings of the stockholders and of the Board of
Directors and shall perform like duties for the standing committees
when requested by the Board of Directors, Chairman, Vice Chairman or
President.  The Secretary shall give, or cause to be given, notice of
all meetings of the stockholders and meetings of the Board of
Directors.  The Secretary shall perform such duties as may be
prescribed by the Board of Directors, Chairman, Vice Chairman or
President.  The Secretary shall have charge of the seal of the
Corporation and authority to affix the seal to any instrument.  The
Secretary or any Assistant Secretary may attest to the corporate seal
by handwritten of facsimile signature.  The Secretary shall keep and
account for all books, documents, papers and records of the
Corporation except those for which some other officer  or agent has
been designated or is otherwise properly accountable.  The Secretary
shall have authority to sign stock certificates.

     (b)  Assistant Secretaries, in order of their seniority, shall
assist the Secretary and, if the Secretary is unavailable or fails to
act, perform the duties and exercise the authorities of the Secretary.

  SECTION 12.  Chief Financial Officer, Treasurer and Assistant
Treasurer.
     (a)  The Chief Financial Officer shall be the chief financial
officer of the Corporation and, as such, shall perform the duties
customarily incident to such office, including executing
certifications with respect to financial statements of the Corporation
as may be required by law, and such other duties as shall be assigned
to or required from time to time by the Board of Directors, Chairman
or Vice Chairman.

     (b)  The Treasurer shall have the custody of the funds and
securities belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the
Corporation in such depositories as may be designated by the Treasurer
with the prior approval of the Board of Directors, Chairman, Vice
Chairman or President.  The Treasurer shall disburse the funds and
pledge the credit of the Corporation as may be directed by the Board
of Directors and shall render to the Board of Directors, Chairman,
Vice Chairman or President, as and when required by them, or any of
them, an account of all transactions by the Treasurer.

     (c)  Assistant Treasurers, in order of their seniority, shall
assist the Treasurer and, if the Treasurer is unable or fails to act,
perform the duties and exercise the powers of the Treasurer.

                              ARTICLE V

                           INDEMNIFICATION

  SECTION 1.  Right to Indemnification.  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 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 or employee of another corporation or of a
partnership, joint venture, trust or other enterprise, including
service with respect to employee benefit plans (hereinafter an
"indemnitee"), whether the basis of such proceeding is alleged action
in an official capacity as a director, officer or employee or in any
other capacity while serving as a director, officer or employee, shall
be indemnified and held harmless by the Corporation to the fullest
extent authorized by the General Corporation Law of the State of
Delaware, 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
such law permitted the Corporation to provide prior to such
amendment), against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and
amounts 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, officer,
employee or agent and shall inure to the benefit of the indemnitee's
heirs, executors and administrators; provided, however, that, except
as provided in Section 2 of this Article V 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 Section 2 of this Article V
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"); and provided, further, that, if the General Corporation
Law of the State of Delaware requires it, an advancement of expenses
incurred by an indemnitee in his or her capacity as a director or
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, 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
that such indemnitee is not entitled to be indemnified for such
expenses under this Article V or otherwise (hereinafter an
"undertaking").

  SECTION 2.  Right of Indemnitee To Bring Suit.  If a claim under
Section 1 of this Article V is not paid in full by the Corporation
within 60 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 20 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 part in any such suit or in a suit brought by the
Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the indemnitee shall be entitled to be paid
also the expense of prosecuting or defending such suit.  In (a) 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 he a defense that, and
(b) 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 General Corporation Law of the State of Delaware.  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
indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set
forth in the General Corporation Law of the State of Delaware 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
indemnitee, be a defense to such suit.  In any suit brought by the
indemnitee to enforce a right 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 V or otherwise shall be on the Corporation.

  SECTION 3.  Nonexclusivity of Rights.  The rights of indemnification
and to the advancement of expenses conferred in this Article V shall
not be exclusive of any other right which any person may have or
hereafter acquire under any statute, provision of the Restated
Certificate of Incorporation, bylaw, contract, agreement, vote of
stockholders or disinterested directors or otherwise.

  SECTION 4.  Insurance.  The Corporation may maintain insurance, at
its expense, to protect itself and any indemnitee 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 General Corporation Law of the State of Delaware.

  SECTION 5.  Indemnification of Agents of the Corporation.  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 V or as otherwise
permitted under the General Corporation Law of the State of Delaware
with respect to the indemnification and advancement of expenses of
directors and officers of the Corporation.

  SECTION 6.  Indemnification Contracts.  The Board of Directors is
authorized to enter into a contract with any director, officer,
employee or agent of the Corporation, or any person serving at the
request of the Corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise, including employee benefit plans, providing for
indemnification rights equivalent to or, if the Board of Directors so
determines, greater than those provided for in this Article V.

  SECTION 7.  Effect of Amendment.  Any amendment, repeal or
modification of any provision of this Article V by the stockholders or
the directors of the Corporation shall not adversely affect any right
or protection of a director or officer of the Corporation existing at
the time of such amendment, repeal or modification.
                              ARTICLE VI

                                STOCK

  SECTION 1.  Certificates.  Certificates representing shares of stock
of the Corporation shall be in such form as shall be determined by the
Board of Directors, subject to applicable legal requirements.  Such
certificates shall be numbered and their issuance recorded in the
books of the Corporation, and such certificates shall exhibit the
holder's name and the number of shares and shall be signed by, or in
the name of the Corporation by, the President and the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer of the
Corporation.  Any or all of the signatures and the seal of the
Corporation, if any, upon such certificates may be facsimiles,
engraved or printed.

  SECTION 2.  Transfer.  Upon surrender to the Corporation or the
transfer agent of 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, or to cause its transfer agent to issue, a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

  SECTION 3.  Lost, Stolen or Destroyed Certificates.  The Secretary
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, satisfactory to the Secretary, by the person
claiming the certificate of stock to be lost, stolen or destroyed.  As
a condition precedent to the issuance of a new certificate or
certificates, the Secretary may require the owner of such lost, stolen
or destroyed certificate or certificates to give the Corporation a
bond in such sum and with such surety or sureties as the Secretary may
direct as indemnity against any claims that may be made against the
Corporation with respect to the certificate alleged to have been lost,
stolen or destroyed or the issuance of the new certificate.

  SECTION 4.  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 or 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 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 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.

                             ARTICLE VII

                         GENERAL PROVISIONS

  SECTION 1.  Fiscal Year.  The fiscal year of the Corporation shall
end on September 30 of each year or on such other date as shall be
fixed from time to time by the Board of Directors.

  SECTION 2.  Corporate Seal.  The Board of Directors may adopt a
corporate seal and use the same by causing it or a facsimile thereof
to be impressed or affixed or reproduced or otherwise.

  SECTION 3.  Reliance Upon Books, Reports and Records.  Each
director, each member of a committee designated by the Board of
Directors, and each officer of the Corporation shall, in the
performance of his or her duties, be fully protected in relying in
good faith upon the records of the Corporation and upon such
information, opinions, reports or statements presented to the
Corporation by any of the Corporation's officers or employees, or
committees of the Board of Directors, or by any other person as to
matters the director, committee member or officer believes are within
such other person's professional or expert competence and who has been
selected with reasonable care by or on behalf of the Corporation.

  SECTION 4.  Time Periods.  In applying any provision of these
By-laws which requires that an act be done or not be done a specified
number of days prior to an event or that an act be done during a
period of a specified number of days prior to an event, calendar days
shall be used, the day of the doing of the act shall be excluded and
the day of the event shall be included.

  SECTION 5.  Dividends.  The Board of Directors may from time to time
declare and the Corporation may pay dividends upon its outstanding
shares of capital stock, in the manner and upon the terms and
conditions provided by law and the Restated Certificate of
Incorporation.




                            ARTICLE VIII

                             AMENDMENTS
In furtherance and not in limitation of the powers conferred upon it
by law, the Board of Directors is expressly authorized to adopt,
repeal, alter or amend the By laws of the Corporation by the vote of a
majority of the entire Board of Directors.  In addition to any
requirements of law and any provision of the Restated Certificate of
Incorporation, the stockholders of the Corporation may adopt, repeal,
alter or amend any provision of the By laws upon the affirmative vote
of the holders of 75% or more of the combined voting power of the then
outstanding stock of the Corporation entitled to vote generally in the
election of directors.