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                                             Exhibit 3.2
                                 
                       AMENDED AND RESTATED
                                 
                             BY-LAWS
                                 
                                OF
                                 
                    PHP HEALTHCARE CORPORATION
                                 
                      (AS OF APRIL 26, 1997)
                                 
                                 
                      ARTICLE I.     OFFICES
                                 
     The principal office of the corporation in the State of
Delaware shall be located at 1209 Orange Street, Wilmington,
Delaware, County of New Castle.  The corporation may have
such other offices, either within or without the State of
Delaware, as the Board of Directors may designate or as the
business of the corporation may require from time to time.

     The registered office of the corporation required by
the General Corporation Law of Delaware to be maintained in
the State of Delaware may be, but need not be, identical
with the principal office in the State of Delaware, and the
address of the registered office may be changed from time to
time by the Board of Directors.

                   ARTICLE II.     SHAREHOLDERS
                                 
     Section 1.     Annual Meeting.  The annual meeting of
the shareholders shall be held each year on such date and at
such time as shall be determined by the Board of Directors
for the purpose of electing Directors and for the
transaction of such other business as may come before the
meeting.

     Section 2.     Special Meetings.  A special meeting of
the shareholders may be called by the Chief Executive
Officer and President or by the Board of Directors for any
purpose or purposes.

     Section 3.     Place of Meeting.  The Board of
Directors may designate any place, either within or without
the State of Delaware, as the place of meeting for any
annual meeting of the shareholders or for any special
meeting of the shareholders called by the Board of
Directors, except that a meeting called expressly for the
purpose of removal of directors shall be held at the
registered office or principal business office of the
corporation in the State of  Delaware or in the city or
county of the State of Delaware in which the principal
business office of the corporation is located.  A waiver of
notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within or without
the State of Delaware, as the place for the holding of such
meeting unless such meeting is called expressly for the
purpose of removal of directors,
                                 


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 in which event the place for the holding of such meeting
shall be at the registered office or principal business
office of the corporation in the State of Delaware or in the
city or country of the State of Delaware in which the
principal business office of the corporation is located.  If
no designation is made, or if a special meeting be otherwise
called, the place of meeting shall be the registered office
of the corporation in the State of Delaware.

     Section 4.     Notice of Meeting.  Written notice
stating the place, day and hour of the meeting and the
purpose or purposes for which the meeting is called, shall,
unless otherwise allowed or prescribed by statute, be
delivered not less than ten or more than sixty days before
the date of the meeting, either personally or by mail, or at
the direction of the Chief Executive Officer and President
or the Secretary, or the persons calling the meeting, to
each shareholder of record entitled to vote at such meeting. 
If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the
shareholder at his address as it appears on the records of
the corporation, with postage thereon prepaid.

     Section 5.     Meetings, How Convened.  Every meeting,
for whatever purpose, of the shareholders in the corporation
shall be convened by the Chairman of the Board, the Chief
Executive Officer and President, the Secretary or other
officer or any of the persons calling the meeting by notice
given as herein provided.

     Section 6.     Closing  Transfer - Books; Record Date. 
The Board of Directors shall have power to close the
transfer books of the corporation for a period not exceeding
sixty days preceding the date of any meeting of
shareholders, or the date of payment of any meeting of
shareholders, or the date of payment of any dividend, or the
date of the allotment of shareholders' rights, or the date
when any change or conversion or exchange of shares shall go
into effect; provided, however, that in lieu of closing the
stock transfer books, the Board of Directors may fix in
advance a date, not exceeding sixty days preceding the date
of any meeting of shareholders, or the date for the payment
of any dividend, or the date for the allotment of rights, or
the date when any change or conversion or exchange of shares
shall go into effect, as a record date for the determination
of the shareholders entitled to notice of, and to vote at,
the meeting and any adjournment thereof, or to receive
payment of the dividend, or to the allotment of rights, or
to exercise the rights in respect of the change, conversion
or exchange of shares.  In such case, only the shareholders
who are shareholders of record on the date of closing the
transfer books, or on the record date so fixed, shall be
entitled to notice of, and to vote at, the meeting and any
adjournment thereof, or to receive payment of the dividend,
or to receive the allotment of rights, or to exercise the
rights, as the case may be, notwithstanding any transfer of
any shares on the books of the corporation after the date of
closing of the transfer books or the record date fixed as
aforesaid.  If the Board of Directors does not close the
transfer books or set a record date, only the shareholders
who are shareholders of record at the close of business on
the twentieth day preceding the date of the meeting shall be
entitled to notice of, and to vote at, the meeting, and any
adjournment of the meeting; except that, if prior to the
meeting written waivers of notice of the meeting are signed
and delivered to the corporation by all of the shareholders
of record at the time the meeting is convened, only the
shareholders who are shareholders of record at the time the
meeting is convened shall be entitled to vote at the
meeting, and any adjournment of the meeting.

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     Section 7.     Voting Lists.  The officer having charge
of the stock transfer books for shares of the corporation
shall make, at least 10 days before each meeting of the
shareholders, a complete list of the shareholders entitled
to vote at such meeting, arranged in alphabetical order,
with the address of and the number of shares held by each,
which list, for a period of 10 days prior to such meeting
shall be kept on file at the registered office of the
corporation and shall be subject to inspection by any
shareholder at any time during usual business hours.  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 shareholder during the whole time of the meeting. 
The original share ledger or transfer books, or a duplicate
thereof kept in the State of Delaware, shall be prima facie
evidence as to who are the shareholders entitled to examine
such list or share ledger or transfer book or to vote at any
meeting of the shareholders.

     Section 8.     Quorum.  A majority of the outstanding
shares of the corporation entitled to vote, represented in
person or by proxy, shall constitute a quorum at any meeting
of shareholders.  If less than a quorum is present, those
present may adjourn the meeting to a specified date not
longer than ninety days after such adjournment, and no
notice need be given of such adjournment to shareholders not
present at the meeting.  Every decision of a majority of
such quorum shall be valid as a corporate act unless a
different vote is required by law, the Articles of
Incorporation or the By-Laws of the corporation.

     Section 9.     Proxies.  At all meetings of
shareholders, a shareholder may vote in person or by proxy
executed in writing by the shareholder or by his duly
authorized attorney in fact.  Such proxy shall be filed with
the Secretary of the corporation before or at the time of
the meeting.  No proxy shall be valid after eleven months
from the date of its execution, unless otherwise provided in
the proxy.  A duly executed proxy shall be irrevocable only
if it states that it is irrevocable and if, and only so long
as, it is coupled with an interest sufficient in law to
support an irrevocable power of attorney.  The interest with
which it is coupled need not be an interest in the shares
themselves.  If any instrument of proxy designates two or
more persons to act as proxy, in the absence of any
provisions in the proxy to the contrary, the persons
designated may represent and vote the shares in accordance
with the vote or consent of the majority of the persons
names as proxies.  If only one such proxy is present, the
proxy may vote all of the shares, and all the shares
standing in the name of the principal or principals for whom
such proxy acts shall be deemed represented for the purpose
of obtaining a quorum.  The foregoing provisions shall apply
to the voting of shares by proxies for any two or more
administrators, executors, trustees or other fiduciaries,
unless an instrument or order of court appointing them
otherwise directs.

     Section 10.    Voting of Shares.  Each outstanding
share entitled to vote shall be entitled to one vote upon
each matter submitted to a vote at a meeting of the
shareholders.

     Section 11.    Voting of Shares by Certain Holders. 
Shares standing in the name of another corporation may be
voted by such officer, agent or proxy as the by-laws of such
corporation may prescribe, or, in the absence of such
provision, as the Board of Directors of such corporation may
determine.

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     Shares standing in the name of a deceased person may be
voted by his administrator or executor, either in person or
by proxy.  Shares standing in the name of a guardian,
curator, or trustee may be voted by such fiduciary, either
in person or by proxy, but no guardian, curator, or trustee
shall be entitled to vote shares held by him without a
transfer of such shares into his name.

     Shares standing in the name of a receiver may be voted
by such receiver, and shares held by or under the control of
a receiver may be voted by such receiver without the
transfer thereof into his name if authority so to do be
contained in an appropriate order of the court by which such
receiver was appointed.

     A shareholder whose shares are pledged shall be
entitled to vote such shares until the shares have been
transferred into the name of the pledges, and thereafter the
pledges shall be entitled to vote the shares so transferred.

     Neither shares of its own stock held by the
corporation, nor those held by another corporation if a
majority of the shares entitled to vote for the election of
directors of such other corporation are owned beneficially
and of record (and not in trust) by this corporation, shall
be voted at any meeting or counted in determining the total
number of outstanding shares at any given time.

     Section 12.    Shareholders' Right to Examine Books and
Records.  This corporation shall keep correct and complete
books and records of account, including the amount of its
assets and liabilities, minutes of the proceedings of its
shareholders and Board of Directors, and the names and
places of residence of its officers; and it shall keep at
its registered office or principal place of business in this
state, or at the office of its transfer agent in this state,
if any, books and records in which shall be recorded the
number of shares subscribed, the names of the owners of the
shares, then numbers owned by them respectively, the amount
of shares paid, and by whom, and the transfer of such shares
with the date of transfer.  Each shareholder may, during
normal business hours, have access to the books of the
corporation, to examine the same under such regulations as
may be prescribed by these By-Laws.

     Section 13.  Notice of Stockholder Proposals.  (a)  At
an annual meeting of the stockholders, only such business
shall be conducted, and only such proposals shall be acted
upon, as shall have been brought before the annual meeting
(i) by, or at the direction of, the Board of Directors or
(ii) by any stockholder of record of the Corporation who
complies with the notice procedures set forth in this
Section 13 of these Bylaws.  For a proposal to be properly
brought before an annual meeting by a stockholder, the
stockholder must have given timely 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 (60) days nor more than
ninety (90) days prior to the scheduled annual meeting,
regardless of any postponements, deferrals or adjournments
of that meeting to a later date; provided, however, that if
less than seventy (70) days' notice or prior public
disclosure of the date of the scheduled annual meeting is
given or made, notice by the stockholder to be timely

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must be so delivered or received not later than the close of
business on the tenth (10th) day following the earlier of
the day on which such notice of the date of the scheduled
annual meeting was mailed 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 (i) a brief
description of the proposal desired to be brought before the
annual meeting and the reasons for conducting such business
at the annual meeting, (ii) the name and address, as they
appear on the corporation's books, of the stockholders
proposing such business and any other stockholders known by
such stockholder to be supporting such proposal, (iii) the
class and number of shares of the corporation's stock which
are beneficially owned by the stockholder on the date of
such stockholder notice and by any other stockholders known
by such stockholder to be supporting such proposal on the
date of such stockholder notice, and (iv) any financial
interest of the stockholder in such proposal.

     (b)  If the presiding officer determines that a
stockholder proposal was not made in accordance with the
terms of this Section 13, he shall so declare at the annual
meeting and any such proposal shall not be acted upon at the
annual meeting.

     (c)  This provision shall not prevent the consideration
and approval or disapproval at the annual meeting of reports
of officers, directors and committees of the Board of
Directors, but, in connection with such reports, no business
shall be acted upon at such annual meeting unless stated,
filed and received as herein provided.

     Section 14.    Director Nominations.  Nominations for
the election of directors may be made by the Board of
Directors or a nominating committee appointed by the Board
of Directors or by any stockholder entitled to vote in the
election of directors generally.  However, any stockholder
entitled to vote in the election of directors generally may
nominate one or more persons for election as directors at a
meeting only if written notice of such stockholder's intent
to make such nomination or nominations has been given,
either by personal delivery or by United States mail,
postage prepaid, to the Secretary of the corporation not
later than (i) with respect to an election to be held at an
annual meeting of stockholders, ninety (90) days prior to
the anniversary date of the immediately preceding annual
meeting, and (ii) with respect to an election to be held at
a special meeting of stockholders for the election of
directors, the close of business on the tenth (10th) day
following the date on which notice of such meeting is first
given to stockholders.  Each such notice shall set forth: 
(a) the name and address of the stockholder who intends to
make the nomination and of the person or persons to be
nominated; (b) a representation that the stockholder is a
holder of record of stock of the corporation entitled to
vote at such meeting and intends to appear in person or by
proxy at the meeting to nominate the person or persons
specified in the notice; (c) a description of all
arrangements or understandings between the stockholder and
each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder; (d) such
other information regarding nominee proposed by such
stockholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the
Securities and Exchange Commission as then in effect; and
(e) the consent of each nominee to serve as a director of
the corporation if so elected.  The presiding officer of the
meeting may refuse to

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 acknowledge the nomination of any person not made in
compliance with the foregoing procedure.

               ARTICLE III.     BOARD OF DIRECTORS
                                 
     Section 1.     General Powers.  The property and
business of the corporation shall be controlled and managed
by its Board of Directors.

     Section 2.     Number, Term and Qualification.  The
initial number of directors of the corporation shall be
seven (7).  Thereafter, the number of directors shall be
fixed from time to time by resolution of the Board of
Directors.  Directors need not be residents of the State of
Delaware or shareholders of the corporation.

     Section 3.     Regular Meetings.  A regular meeting of
the Board of Directors shall be held without other notice
than this By-Law immediately after, and at the same place
as, the annual meeting of shareholders.  The Board of
Directors may provide, by resolution, the time and place,
either within or without the State of Delaware, for the
holding of additional regular meetings without other notice
than such resolution.

     Section 4.     Special Meetings.  Special Meetings of
the Board of Directors may be called by or at the request of
the Chief Executive Officer and President or any two
directors.  The person or persons authorized to call special
meetings of the Board of Directors may fix any place, either
within or without the State of Delaware, as the place for
holding any special meeting of the Board of Directors called
by them.

     Section 5.     Notice.  Notice of any special meeting
shall be given to each director at least (a) twelve (12)
hours before the meeting if given by telephone or if
delivered at his residence or usual place of business by
telex, telecopy, telegraph, or similar means or (b) two (2)
days before the meeting if delivered by mail to the
director's residence or usual place of business.  Such
notice shall be deemed to be delivered when deposited in the
United States mail so addressed, with postage prepaid, or
when transmitted if sent by telex, telecopy, telegraph or
similar means.  The attendance of a director at a meeting
shall constitute a waiver of notice of such meeting, except
where a director attends a meeting for the express purpose
of objecting to the transaction of any business because the
meeting is not lawfully called or convened.  Neither the
business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be
specified in the notice or waiver of notice of such meeting.

     Section 6.     Quorum.  A majority of the full Board of
Directors shall constitute a quorum for the transaction of
business, but if less than a majority are present at a
meeting, a majority of the directors present may adjourn the
meeting from time to time without further notice.  Members
of the Board of Directors may participate in a meeting of
the Board of Directors, whether regular or special, by means
of conference, telephone or similar communications equipment
whereby all persons participating in the meeting can hear
each other, and participation in a meeting in this manner
shall constitute presence in person at the meeting.

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     Section 7.     Manner of Acting.  The act of a majority
of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors, unless
the act of a different number is required by statute, the
Articles of Incorporation or these By-Laws.

     Section 8.     Chairman of the Board.  The Board of
Directors may elect a Chairman of Board.  The Chairman of
the Board shall preside at all meetings of the Board of
Directors.  The Chairman of the Board shall perform such
other duties as may be prescribed by the Board of Directors
from time to time.

     Section 9.     Action Without a Meeting.  Any action
that may be taken at a meeting of the Board of Directors may
be taken without a meeting if consents in writing, setting
forth the action so taken, are signed by all of the
directors.  Such written consent or consents shall be filed
by the Secretary with the minutes of the proceedings of the
Board of Directors, and shall have the same force and effect
as unanimous vote of such directors.

     Section 10.    Resignations.  Any director may resign
at any time by giving written notice to the Board of
Directors, the Chief Executive Officer and President or the
Secretary of the corporation.  Written notice shall be
delivered by certified or registered mail, with postage
thereon prepaid and a return receipt requested.  Such
resignation shall take effect at the date of the receipt of
such notice which date of receipt shall be deemed to be the
date indicated upon the registered or certified mail return
receipt, or at any later time specified therein; unless
otherwise specified, acceptance of such resignation shall
not be necessary to make it effective.

     Section 11.    Removal.  Any director or directors may
be removed, with or without cause, at a meeting of the
shareholders called expressly for that purpose.  The entire
Board of Directors may be removed by a vote of the holders
of a majority of shares then entitled to vote at an election
of directors.  If less than the entire board is to be
removed, no one of the directors may be removed if the votes
cast against the director's removal would be sufficient to
elect the director if then cumulatively voted at an election
of the entire Board of Directors, or, there being classes of
directors, at an election of the class of directors of which
the director is part.

     Section 12.    Compensation.  By resolution of the
Board of Directors, each director may be paid his expenses,
if any, of attendance at each meeting of the Board of
Directors, and may be paid a stated salary as director of a
fixed sum for attendance at each meeting of the Board of
Directors or both.  No such payment shall preclude any
director from serving the corporation in any other capacity
and receiving compensation therefor.

Section 13.    Presumption of Assent.  A director of the
corporation who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken
shall be presumed to have assented to the action taken
unless his dissent shall be entered in the minutes of the
meeting or unless he shall file his written dissent to such
action with the person acting as Secretary of the meeting
before the adjournment thereof or shall forward such dissent
by registered mail to the Secretary of the corporation
immediately after the adjournment of the meeting.  Such
right to dissent shall not apply to a director who voted in
favor of such action.

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Section 14.    Executive Committee.  The Board of Directors,
by resolution adopted by a majority of the board, may
designate two or more directors to constitute an executive
committee, which committee shall have and exercise all of
the authority of the Board of Directors in the management of
the corporation.

                     ARTICLE IV.     OFFICERS
                                 
Section 1.     Number.  The officers of the corporation
shall be a Chief Executive Officer and President, one or
more Vice-Presidents (the number thereof to be determined by
the Board of Directors), a Secretary, an Assistant
Secretary, and a Treasurer, each of whom shall be elected by
the Board of Directors.  Such other officers and assistant
officers as may be deemed necessary may be elected or
appointed by the Board of Directors.  Any two or more
offices may be held by the same person.

Section 2.     Election and Term of Office.  The officers of
the corporation to be elected by the Board of Directors
shall be elected annually by the Board of Directors at the
first meeting of the Board of Directors held after each
annual meeting of the shareholders.  If the election of
officers shall not be held at such meeting, such election
shall be held as soon thereafter as conveniently may be
arranged.  Each officer shall hold office until his
successor shall have been duly elected and shall have
qualified or until his death or until he shall resign or
shall have been removed in the manner hereinafter provided.

Section 3.     Removal.  Any officer or agent elected or
appointed by the Board of Directors may be removed by the
Board of Directors whenever in its judgment the best
interest of the corporation will be served thereby, but such
removal shall be without prejudice to the contract rights,
if any, of the person so removed.  Election or appointment
of an officer or agent shall not of itself create contract
rights.

Section 4.     Resignations.  Any officer may resign at any
time by giving written notice to the Board of Directors, the
Chief Executive Officer and President or the Secretary of
the corporation.  Written notice shall be delivered by
certified or registered mail, with postage thereon prepaid
and a return receipt requested.  Such resignation shall take
effect at the date of the receipt of such notice which date
of receipt shall be deemed to be the date indicated upon the
registered or certified mail return receipt, or at any later
time specified therein; unless otherwise specified herein,
the acceptance of such resignation shall not be necessary to
make it effective.

Section 5.     Vacancies.  A vacancy in any office because
of death, incapacity, resignation, removal, disqualification
or otherwise, may be filled by the Board of Directors for
the unexpired portion of the term.

Section 6.     The Chief Executive Officer and President. 
The Chief Executive Officer and President shall be the
principal executive officer of the corporation and shall in
general supervise and control all of the business and
affairs of the corporation.  In the absence of the Chairman
of the Board, whether due to resignation, incapacity or any
other cause, the Chief Executive Officer and President shall
preside at all meetings of the Board of Directors.  The 

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Chief Executive Officer and President shall preside at such
meetings only so long as the Chairman of the Board remains
absent, or until the Board of Directors elects a new
Chairman of the Board.  The Chief Executive Officer and
President may sign, with the Secretary or any other proper
officer of the corporation thereunto authorized by the Board
of Directors, certificates for shares of the corporation,
any deeds, mortgages, bonds, contracts, or other instruments
which the Board of Directors has authorized to be executed,
except in cases where the signing and execution thereof
shall be expressly delegated by the Board of Directors or by
these By-Laws to some other officer or agent of the
corporation, or shall be required by law to be otherwise
signed or executed.  The Chief Executive Officer and
President may vote in person or by proxy shares in other
corporations standing in the name of the corporation.  The
Chief Executive Officer and President shall in general
perform all duties as may be prescribed by the Board of
Directors from time to time.

     Section 7.     The Vice-President.  In the absence of
the Chief Executive Officer and President, whether due to
resignation, incapacity or any other cause, or in the event
of the Chief Executive Officer and President's death,
inability or refusal to act, the Vice-President (or in the
event there be more than one Vice-President, the
Vice-Presidents in the order designated at the time of their
election, or in the absence of any designation, then in the
order of their election) shall perform the duties of the
Chief Executive Officer and President, and when so acting,
shall have all the powers of and be subject to all the
restrictions upon the Chief Executive Officer and President. 
The Vice-President shall exercise such powers only so long
as the Chief Executive Officer and President remains absent
or incapacitated, or until the Board of Directors elects a
new Chief Executive Officer and President.  Any
Vice-President may sign, with the Secretary, the Assistant
Secretary, Treasurer or an Assistant Treasurer, certificates
for shares of the corporation; and shall perform such of the
duties as from time to time may be assigned to him by the
Chief Executive Officer and President or by the Board of
Directors.

     Section 8.     The Secretary.  The Secretary shall (a)
keep the minutes of the proceedings of the shareholders and
of the Board of Directors in one or more books provided for
that purpose; (b) see that all notices are duly given in
accordance with the provisions of these By-Laws or as
required by law; (c) be custodian of the corporate records
and of the seal of the corporation and see that the seal of
the corporation is affixed to all documents the execution of
which on behalf of the corporation under its seal is duly
authorized; (d) keep a register of the post office address
of each shareholder which shall be furnished to the
Secretary by such shareholder; (e) sign with the Chief
Executive Officer and President, or Vice-President,
certificates for shares of the corporation, the issuance of
which shall have been authorized by resolution of the Board
of Directors; (f) have general charge of the stock transfer
books of the corporation; and (g) in general perform all
duties incident to the office of Secretary and such other
duties as from time to time may be assigned to the Secretary
by the Chief Executive Officer and President or by the Board
of Directors.

     Section 9.     The Assistant Secretary.  In the absence
of the Secretary, whether due to resignation, incapacity or
any other cause, or in the event of the Secretary's death,
inability or refusal to act, the Assistant Secretary shall
perform the duties of the Secretary, and when so

                               -9-


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acting, shall have all the powers of and be subject to all
the restrictions upon the Secretary.  The Assistant
Secretary shall exercise such powers only so long as the
secretary remains absent or incapacitated, or until the
Board of Directors elects a new Secretary.  The Assistant
Secretary also shall perform such other duties as from time
to time may be assigned to him by the Chief Executive
Officer and President or the Board of Directors.

     Section 10.    The Treasurer.  The Treasurer shall: 
(a) have charge and custody of and be responsible for all
funds and securities of the corporation; (b) receive and
give receipts for moneys due and payable to the corporation
from any source whatsoever, and deposit all such moneys in
the name of the corporation in such banks, trust companies
or other depositories as shall be selected in accordance
with the provisions of Article V of these By-Laws; and (c)
in general perform all of the duties incident to the office
of Treasurer and such other duties as from time to time may
be assigned to the Treasurer by the Chief Executive Officer
and President or by the Board of Directors.  If required by
the Board of Directors, the Treasurer shall give a bond for
the faithful discharge of the Treasurer's duties in such sum
and with such surety or sureties as the Board of Directors
shall determine.

     Section 11.    Salaries.  The salaries of the officers
shall be fixed from time to time by the Board of Directors
and no officers shall be prevented from receiving such
salary by reason of the fact that the officer is also a
director of the corporation and participated in determining
and voting upon the salary.

       ARTICLE V.     CONTRACTS, LOANS, CHECKS AND DEPOSITS
                                 
     Section 1.     Contracts.  The Board of Directors may
authorize any officer or officers, agent or agents, to enter
into any contract or execute and deliver any instrument in
the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances.

     Section 2.     Loans.  No loans shall be contracted on
behalf of the corporation and no evidences of indebtedness
shall be issued in its name unless authorized by a
resolution of the Board of Directors.  Such authority may be
general or confined to specific instances.

     Section 3.     Checks, Drafts, etc.  All checks, drafts
or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the
corporation, shall be signed in such manner as shall from
time to time be determined by resolution of the Board of
Directors.

     Section 4.     Deposits.  All funds of the corporation
not otherwise employed shall be deposited from time to time
to the credit of the corporation in such banks, trust
companies or other depositories as the Board of Directors
may select.

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ARTICLE VI.     CERTIFICATES FOR SHARES AND THEIR TRANSFER
                                 
     Section 1.     Certificates for Shares.  Certificates
representing shares of the corporation shall be in such form
as shall be determined by the Board of Directors.

     The shares of the corporation represented by
certificates shall be signed by the Chief Executive Officer
and President or a Vice-President, and by the Secretary or
an Assistant Secretary or the Treasurer or an Assistant
Treasurer of such corporation and sealed with the seal of
the corporation.  Such seal may be facsimile, engraved or
printed.  If such certificate is countersigned by a transfer
agent or registrar other than the corporation or its
employee, any other signature on the certificate may be
facsimile, engraved or printed.  All certificates for shares
shall be consecutively numbered or otherwise identified. 
The name and address 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 stock transfer
books of the corporation.  All certificates surrendered to
the corporation for transfer shall be canceled, and no new
certificate shall be issued until the former certificate for
a like number of shares shall have been surrendered and
canceled, except that in case of a lost, destroyed or
mutilated certificate a new one may be issued therefor upon
such terms and indemnity to the corporation as the Board of
Directors may prescribe.

     Section 2.     Transfer of Shares.  Transfer of shares
of the corporation shall be made only on the stock transfer
books of the corporation by the holder of record therefor or
by his legal representative, or by his attorney thereunto
authorized by power of attorney duly executed and filed with
the Secretary of the corporation, and on surrender for
cancellation of the certificate for such shares.  The person
in whose name shares stand on the books of the corporation
shall be deemed by the corporation to be the owner thereof
for all purposes.

                   ARTICLE VII.     FISCAL YEAR
                                 
     The fiscal year of the corporation shall begin on the
1st day of May and end on the last day of April in each
year.
                                 
                   ARTICLE VIII.     DIVIDENDS
                                 
     The Board of Directors may, from time to time, declare
and the corporation may pay dividends on its outstanding
shares in the manner, and upon the terms and conditions
provided by law and the Articles of Incorporation of the
corporation.

     ARTICLE IX.     INDEMNIFICATION OF DIRECTORS, OFFICERS,
                       EMPLOYEES AND AGENTS
                                 
     The corporation shall indemnify any person who is, or
was, a director, officer, employer or agent of the
corporation to the fullest extent permitted by law, except
that the corporation may, but need not, purchase indemnity
insurance.
                                 
                               -11-


<PAGE>


                  ARTICLE X.     CORPORATE SEAL
                                 
     The Board of Directors shall provide a corporate seal
in the form affixed hereto.

              ARTICLE XI.          WAIVER OF NOTICE
                                 
     Whenever any notice is required to be given to any
shareholder or director of the corporation under the
provisions of these By-Laws or of the Articles of
Incorporation or of the General Corporation Law of Delaware,
a waiver thereof in writing signed by the person or persons
entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of
such notice.

                   ARTICLE XII.     AMENDMENTS
                                 
     These By-Laws may be altered, amended or replaced and
new By-Laws adopted by action of a majority of the directors
at any regular or special meeting of the directors.  These
By-Laws may also be altered, amended or replaced and new
By-Laws adopted by the affirmative vote of the holders of
two-thirds of the stock issued and outstanding and entitled
to vote thereon.


                               -12-