<PAGE>


   <PAGE>  1
                          AMENDED AND RESTATED BY-LAWS
                                       OF
                       MID ATLANTIC MEDICAL SERVICES, INC.
                             AS OF FEBRUARY 28, 1996

                                     OFFICES

          SECTION  1.1    PRINCIPAL OFFICE.  -  The  principal  office of  the
     corporation shall  be at 4  Taft Court, Rockville,  Maryland 20850.   The
     principal  address  of the  corporation in  Delaware  is 229  South State
     Street, Dover, Delaware 19901.

          SECTION  1.2  OTHER OFFICES.  - The corporation may  have such other
     offices and places  of business within or  without the State of  Delaware
     as the Board of Directors shall determine.

                                    STOCKHOLDERS

          SECTION  2.1  PLACE OF MEETINGS. -  Meetings of the stockholders may
     be  held at such place or places within  or without the State of Delaware
     as shall be fixed by  the Board of Directors and stated in  the notice of
     the meeting.

          SECTION 2.2   ANNUAL MEETING.  - An annual  meeting of  stockholders
     for the election of directors and the transaction of such  other business
     as may  properly come before the meeting shall be held within five months
     after the close of the fiscal year of the corporation.

          SECTION   2.3    SPECIAL   MEETINGS.  -  Special   meetings  of  the
     stockholders  for any purpose(s) may be called  by the Board of Directors
     or by the  President stating the purpose(s) of the  meeting.  No matters,
     except  those  set  forth in  the  notice  of  special  meeting,  may  be
     considered at the special meeting.

          SECTION  2.4   NOTICE  OF MEETINGS.  - Notice  stating the  time and
     place, and  in the case of  a special meeting the  purpose(s) thereof and
     by  whom called, shall be delivered to each stockholder entitled to vote,
     not  less than twenty-five  (25) nor more  than sixty (60)  days prior to
     the  meeting.    If  mailed,  notice  shall  be  directed  to  each  such
     stockholder  at  his  address  as  it  appears  on  the  records  of  the
     stockholders of  the corporation, unless  he shall have  previously filed
     with  the Secretary  of the  corporation a  written request  that notices
     intended for him be mailed to some other  address, in which case it shall
     be  mailed  to the  address designated  in  the request.   Notice  of any
     meeting need not be  given to any person who may  become a stockholder of
     record  after the mailing of such notice and  prior to the meeting, or to
     any stockholder  who attends  such meeting, in  person or  by proxy,  for
     purposes other than solely to object to  the lack of proper notice, or to
     any stockholder  who, in person or  by proxy, submits a  signed waiver of
     notice either  before or  after such  meeting.   Notice of  any adjourned
     meeting of stockholders need  not be given, unless otherwise  required by
     statute.

          SECTION 2.5   QUORUM AND ACTION. - (a)  At any duly held  meeting of
     stockholders,  the  presence  in  person  or  by  proxy  of  stockholders
     entitled to  cast a  majority of  the votes  thereat shall  constitute  a
     quorum,  except  as  otherwise provided  by  law  or  the Certificate  of
     Incorporation.<PAGE>


          (b)  A majority  of  the  votes  cast  at a  duly  held  meeting  of
     stockholders at  which a quorum  is present (stockholders  represented by
     proxy shall be deemed present), shall be sufficient  to take or authorize
     action  upon any  matter  which may  properly  come before  the  meeting,
     unless  a greater vote,  or voting by  classes, is required  by law or by
     the Certificate of  Incorporation or  by these By-Laws  on any  question,
     and except that in  elections of directors, those receiving  the greatest
     number  of votes  shall be  deemed elected  even though  not receiving  a
     majority.

          Notwithstanding the above, at all  meetings of the stockholders, any
     vacancy in the Board  of Directors by reason of an increase in the number
     of directors,  the resignation  of a  director, or  for any  other  cause
     other than the  removal of a director by the  stockholders, may be filled
     only the affirmative  vote of three-quarters (3/4)  of the votes cast  at
     the meeting.<PAGE>


     <PAGE>  2

          SECTION  2.6  VOTING. -  At each meeting of  the stockholders, every
     holder  of stock then  entitled to  vote may vote  in person or  by proxy
     and,   except  as  may  be  otherwise  provided  by  the  Certificate  of
     Incorporation, shall have  one vote for each share of stock registered in
     his name.   No  proxy shall be  valid after  eleven (11) months  from the
     date of  its execution,  unless a  longer period is  provided for  in the
     proxy.   Proxies shall be exhibited  to the Secretary at  the meeting and
     filed with the records of the corporation.

          SECTION  2.7   ADJOURNED  MEETINGS. -  Any  duly called  meeting  of
     stockholders may,  by announcement thereat, be adjourned  to a designated
     time and  place by the vote  of the holders of  a majority of  the shares
     present and entitled to vote  thereat, even though less than a  quorum is
     so present.  If  a meeting is  adjourned to another  time, not more  than
     thirty days thereafter, and/or  to another place, and if  an announcement
     of the adjourned time and/or place  is made at the meeting, it  shall not
     be necessary to give notice of the adjourned meeting unless  the Board of
     Directors, after adjournment, fixes  a new record date for  the adjourned
     meeting.

          SECTION  2.8   ACTION  BY  WRITTEN CONSENT  IN  LIEU  OF MEETING  OF
     STOCKHOLDERS. - See Section 6.6 of the By-Laws.

          SECTION  2.9   NEW  BUSINESS  AND  NOMINATIONS.  - (a)    Only  such
     business  shall  be  conducted as  shall  have  been  brought before  the
     meeting (i) by or at the direction of the Board of  Directors, or (ii) by
     any stockholder of  the corporation who is entitled  to vote with respect
     thereto  and who complies  with the notice  procedures set  forth in this
     Section 2.9.   For  business  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 or mailed to  and received at the
     principal  executive offices of the corporation not less than thirty (30)
     days  prior to the date  of the annual meeting;  provided, however, that,
     in  the event  that less  than forty  (40) days'  notice or  prior public
     disclosure of the  date of the meeting is given  or made to stockholders,
     notice by  the stockholder to be  timely must be received  not later than
     the  close of business on the tenth (10th) day following the day on which
     such notice of the  date of the annual meeting was  mailed or such public
     disclosure was made.

          A stockholder's notice to the  Secretary shall set forth as to  each
     matter such stockholder proposes  to bring before the annual  meeting (i)
     a brief description  of the  business 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  stockholder proposing such  business, (iii)
     the  class and  number  of  the  corporation's  capital  stock  that  are
     beneficially owned  by such stockholder,  and (iv) any  material interest
     of such stockholder in such business.

          Notwithstanding  anything  in  these  Bylaws  to  the  contrary,  no
     business  shall be  brought  before or  conducted  at an  annual  meeting
     except in  accordance with the  provisions of  this Section 2.9(a).   The
     officer  of the  corporation or  other person  presiding over  the annual
     meeting shall,  if the facts  so warrant,  determine and  declare to  the
     meeting  that business  was not  properly brought  before the  meeting in
     accordance with the provisions of  this Section 2.9(a) and, if he  or she<PAGE>


     should so  determine, he or she  shall so declare to the  meeting and any
     such  business  so  determined to  be  not  properly  brought before  the
     meeting  shall not be transacted.   This provision shall  not prevent the
     consideration  and  approval or  disapproval  at  the annual  meeting  of
     stockholders of reports of  officers, directors, and committees, but,  in
     connection with  such reports,  no new  business shall  be acted upon  at
     such annual meeting unless stated and filed as herein provided.

          (b)  At any special meeting of the stockholders,  only such business
     shall be  conducted as shall have  been brought before the  meeting by or
     at the direction of the Board of Directors.<PAGE>


     <PAGE>  3

          (c)    Only  persons  who  are  nominated  in  accordance  with  the
     procedures set forth  in these Bylaws shall  be eligible for election  as
     directors.    Nominations  of  persons  for  election  to  the  Board  of
     Directors of  the corporation may be made at a meeting of stockholders at
     which directors are to be elected only (i) by or at  the direction of the
     Board  of  Directors,  or (ii)  by  any  stockholder  of the  corporation
     entitled  to  vote for  the  election of  directors  at  the meeting  who
     complies with the  notice procedures  set forth in  this Section  2.9(c).
     Such nominations,  other than those  made by or  at the direction  of the
     Board of  Directors, shall be  made by  timely notice in  writing to  the
     Secretary  of  the corporation.   To  be  timely, a  stockholder's notice
     shall be delivered or mailed to  and received at the principal  executive
     offices of  the corporation not less  than thirty (30) days  prior to the
     date of  the meeting;  provided, however,  that, in the  event that  less
     than  forty (40)  days' notice  or prior  disclosure of  the date  of the
     meeting is  given or made to  stockholders, notice by  the stockholder to
     be timely  must be so received  not later than  the close of  business on
     the tenth (10th) day  following the day on which such  notice of the date
     of the meeting was mailed or such public disclosure was made.

          Such  stockholder's notice  shall set  forth (i)  as to  each person
     whom such  stockholder proposes to  nominate for election  or re-election
     as a director, all information relating  to such person that is  required
     to  be disclosed in solicitations  of proxies for  election of directors,
     or is otherwise required,  in each case pursuant to Regulation  14A under
     the  Securities Exchange Act of 1934, as amended (including such person's
     written consent  to being named in  the proxy statement as  a nominee and
     to serving  as a director  if elected);  and (ii) as  to the  stockholder
     giving  the  notice (A)  the  name and  address,  as they  appear  on the
     corporation's  books, of such stockholder,  and (B) the  class and number
     of  shares of the corporation's capital stock that are beneficially owned
     by  such stockholder.   At  the request  of the  Board of  Directors, any
     person nominated by  the Board of  Directors for  election as a  director
     shall  furnish to  the  Secretary  of  the  corporation  the  information
     required  to be set  forth in a  stockholder's notice of  nomination that
     pertains to the nominee.

          No  person shall  be  eligible for  election  as a  director of  the
     corporation unless  nominated in accordance  with the provisions  of this
     Section  2.9(c).    The  officer  of  the  corporation  or  other  person
     presiding at the  meeting shall, if the facts so  warrant, determine that
     a nomination was  not made in accordance with such  provisions and, if he
     or she  should so determine, he  or she shall  so declare to  the meeting
     and the defective nomination shall be disregarded.

                                 DIRECTORS

          SECTION 3.1   NUMBER  AND QUALIFICATION.   (a)   The first  Board of
     Directors shall  be comprised  of twenty-three  (23) directors  who shall
     serve  a one-year  term  and  until  their  successors  are  elected  and
     qualified  at  the  first annual  meeting.    Thereafter,  the number  of
     directors  shall be  set by  the Board  of Directors;  provided, however,
     that,  except  for the  first  Board,  the Board  of  Directors shall  be
     comprised  of  no  more than  twelve  (12)  and  no  less than  five  (5)
     directors,  each  of whom  shall serve  a  three-year staggered  term and
     until his or her successor is elected and qualified.  

          Notwithstanding  the  above, if  the  Board  of  Directors elects  a<PAGE>


     Chairman,  pursuant to  Sections 4.1  and 4.3  of the  By-Laws,  and/or a
     President,  pursuant to  Sections  4.1 and  4.4  of these  By-Laws,  said
     Chairman  and/or President shall  automatically become a  director of the
     corporation.   The Chairman and/or President shall remain a director only
     as  long as he  or she continues  to be the  Chairman and/or President of
     the Corporation.   As provided  for in  Section 4.1 of  the By-Laws,  the
     Chairman and the President hold office at the pleasure of  the Board, and
     may be removed and/or replaced at any time, with or without cause.

          (b) Upon the  election qualification of  the successor directors  to
     the  first Board of Directors,  the successor directors  shall be elected
     by  the stockholders  at  the first  stockholder  meeting in  members  as
     equally as  possible, into three groups.   Group A directors  will have a
     term  of office  expiring  after one  year  and  until the  election  and
     qualification of their successors chosen  at the next annual shareholders
     meeting ensuing; Group B  directors shall have a term of  office expiring
     one year thereafter  and until  the election and  qualification of  their
     successors; Group  C directors shall have  a term of  office expiring two
     years thereafter  and  until  the  election and  qualification  of  their
     successors.<PAGE>


     <PAGE>  4

          (c)  Each  successor to  a Group  A,  B, and  C director  shall hold
     office  until   the  third  annual  meeting  of   the  stockholders  next
     succeeding  his   election,  and  until  his  successor  is  elected  and
     qualified,  or until  his  prior death,  resignation  or removal;  except
     however, if  additional directorships  are established, the  initial term
     for such  directorships shall be for  one or more years  not greater than
     three  as determined by  the Board of  Directors in order  to ensure that
     approximately  one-third (1/3) of all  the directors are  elected at each
     annual meeting of the stockholders.

          (d)  Notwithstanding the  above, an individual  is not  qualified to
     serve as a director if the  individual is concurrently also a director of
     M.D. Individual  Practice Association,  Inc., and Physicians  Health Plan
     of Maryland, Inc.

          SECTION 3.2  POWERS. -  The management of all the business, property
     and  affairs  of  the  corporation  shall  be  vested  in  the  Board  of
     Directors.  The  Board may exercise all of the  powers of the corporation
     and do all lawful acts  and things (including the adoption of  such rules
     and  regulations for  the conduct  of its  meetings, the exercise  of its
     powers, and  the management of the  corporation, as it  may deem proper),
     consistent with  the Delaware  General Corporation  law, the  Articles of
     Incorporation,  and  these By-Laws,  and  not thereby  conferred  upon or
     reserved to the stockholders.

          SECTION 3.3    MEETINGS.  -  The  annual meeting  of  the  Board  of
     Directors may  be held  without notice  within four  (4) weeks  after the
     annual meeting of stockholders.  Regular meetings  and the time and place
     of  regular meetings of  the Board may  be established by  the Board.  If
     the Board of Directors  fixes a regular meeting at a time  more than four
     (4) weeks after  the annual meeting  of the stockholders, or  changes the
     time  or  place of  any  regular  meeting,  notice  of such  meeting,  in
     accordance  with the By-Law requirements for  notice of special meetings,
     shall be given  to each director  who was not  present at the meeting  at
     which such  action  was taken.   Special  meetings of  the  Board may  be
     called by the Chairman  of the Board (if any) or the President, and shall
     be  called at the written request  of three of more  directors.  Five (5)
     days notice of special meetings  shall be given by mail, or two  (2) days
     notice if given personally  or by telegraph or  cable, to each  director.
     Notice  of special  meetings need not  state the  purpose(s) thereof.   A
     majority of  the Directors present at  the time and place  of any regular
     or special  meeting, although  less than a  quorum, may adjourn  the same
     from  time to  time  without notice,  until  a quorum  shall be  present.
     Notice of any  special meeting shall not  be required to be  given to any
     director who shall attend  a meeting without protesting prior  thereto or
     at its commencement  the lack of notice  to him, or who submits  a signed
     waiver of notice,  whether before or  after the meeting.   Notice of  any
     adjourned meeting shall  be required to be given.   Meetings of the Board
     may be held at any place within or outside of the State of Delaware.

          A director  may attend a meeting  of the Board of  Directors, or any
     committee thereof,  either  in  person or  by  means of  a  telephone  or
     similar communications  medium which allows all  persons participating in
     the  meeting to  hear  and  be heard  by  all  others participating,  and
     participation pursuant  to this  subsection shall constitute  presence in
     person at the meeting.

          SECTION 3.4  QUORUM AND  ACTION. - A majority of the  directors then<PAGE>


     serving  (but in  no event  less than  one-third of  the total  number of
     directors  which the  corporation  would  then  have  if  there  were  no
     vacancies)  shall constitute a  quorum for  the transaction  of business.
     At any  duly held meeting at  which a quorum is  present, the affirmative
     vote  of a majority  of the  directors present  shall be  the act  of the
     Board  of Directors on  any question, except  where the act  of a greater
     number   is   required  by   these   By-Laws,  by   the   Certificate  of
     Incorporation, or by statute.

          SECTION  3.5   ACTION  BY WRITTEN  CONSENT  IN LIEU  OF  MEETINGS OF
     DIRECTORS. - See Section 6.6 of these By-Laws.

          SECTION 3.6   VACANCIES; REMOVAL. -  (a)   Any vacancy occurring  in
     the  Board  of Directors  by  reason  of an  increase  in  the number  of
     directors comprising the  Board or for any  other reason shall be  filled
     by action  of a majority of the remaining directors,  even if less than a
     quorum, or by  the sole  remaining director.   Vacancies shall be  filled
     for the  unexpired portion of the  term of the director  whose vacancy is
     being filled.<PAGE>


     <PAGE>  5

          (b)   Except  where  the   Certificate  of   Incorporation  provides
     otherwise,  contains  provisions  authorizing cumulative  voting  or  the
     election of one  or more directors by class or  their election by holders
     of  bonds, or  requires all  action by  stockholders to  be by  a greater
     vote, any one or more of the directors may be removed,  (1) either for or
     without cause,  at any time, by the  holders of a majority  of the shares
     then entitled  to vote at  an election  of directors (a)  at any  regular
     meeting  or (b) at any special meeting  of the stockholders the notice of
     which announces  that a purpose of  such meeting is to  seek removal, or,
     (2) for cause, by  the affirmative vote of a majority of the entire Board
     of Directors at any regular or special  meeting of the Board.  Three  (3)
     unexcused absences within one  (1) calendar year from Board  of Directors
     meetings and/or committee meetings for  committees on which such director
     sits  shall constitute cause for removal.   The Chairman of the Board, if
     a  Chairman be elected, shall  determine whether an  absence is "excused"
     for purposes  of this paragraph, but this decision may be overruled by an
     affirmative vote of a majority of the directors at any  duly held meeting
     at which a quorum is present.   If no Chairman is then serving, the Board
     members  at any  duly held  meeting at  which a  quorum is  present shall
     determine whether an absence is excused.

          SECTION 3.7   COMMITTEES. -  The Board of  Directors, by  resolution
     adopted by a majority of the entire Board (the total  number of directors
     which  the  Corporation  would have  if  there  were  no vacancies),  may
     designate  from its  members  an  Executive  Committee,  and  such  other
     committees as  it shall  choose to  create, consisting  of three or  more
     directors, with such  powers and  authority (to the  extent permitted  by
     law) as may be provided in said resolution.

          SECTION  3.8   REMUNERATION.  -  (a)    Unless  otherwise  expressly
     provided by  resolution adopted  by the Board  of Directors, none  of the
     directors  shall,  as such,  receive  any stated  remuneration  for these
     services but the  Board of  Directors may at  any time and  from time  to
     time  by  resolution provide  that a  specified  sum shall  be paid  to a
     director of  the Corporation,  either as  his/her annual remuneration  as
     such director or member  of any committee of the Board of Directors or as
     remuneration for such directors  attendance at each meeting of  the Board
     of  Directors or  any such committee.   The  Board of  Directors may also
     likewise provide that the  Corporation shall reimburse each director  for
     any  expenses  paid by  him/her  on account  of  such  attendance at  any
     meeting.   Nothing  in this  section shall be  construed to  preclude any
     director  from  serving  the  Corporation  in  any  other   capacity  and
     receiving remuneration thereof.

          (b)  Notwithstanding the above, if  any director is  also a director
     of another  corporation either  directly or indirectly  owned, controlled
     by  and/or under common control  of the corporation,  such director shall
     receive  remuneration as  a  director from  only  one corporation.    The
     director shall  be remunerated  by the  corporation for  which he  or she
     would receive the greater remuneration.

                                  OFFICERS

          SECTION 4.1   EXECUTIVE OFFICERS.  - The executive  officers of  the
     corporation shall be  a President, a  Treasurer and  a Secretary, all  of
     whom shall be elected at its annual meeting by the Board, and shall  hold
     office at the pleasure of the Board.  In  addition, the Board may elect a
     Chairman  of  the Board  of Directors  and  one or  more Vice-Presidents,<PAGE>


     Assistant  Secretaries  and/or Assistant  Treasurers.   Any  two  or more
     offices may be held by one  person.  All vacancies occurring among any of
     the officers  shall be filled by  the Board for the  unexpired portion of
     the  officer's term and  may be  filled at a  meeting of the  Board other
     than its annual  meeting.  Any officer may be  removed and/or replaced at
     any time,  with or without cause,  by the affirmative vote  of a majority
     (unless the Certificate of  Incorporation requires a larger vote)  of the
     directors  present at  a regular  meeting of  directors or  at a  special
     meeting of directors called for the purpose.

          SECTION 4.2   OTHER  OFFICERS. - The  Board may appoint,  remove and
     replace  such other  officers, including  assistant officers  and agents,
     with  such powers and duties as  it shall deem necessary.   The Board may
     by resolution  authorize the  President  to appoint  and remove  officers
     which are not Executive Officers.<PAGE>


     <PAGE>  6

          SECTION 4.3  THE CHAIRMAN OF THE BOARD. - The Chairman  of the Board
     of Directors, if  one be elected,  shall preside at  all meetings of  the
     Board of Directors and  of the stockholders if the directors  so resolve.
     The  Vice Chairman of  the Board of  Directors, if one  be elected, shall
     preside  at  all   meetings  of  the  Board  of   Directors  and  of  the
     stockholders  in the  absence of  the Chairman.   The  Chairman and  Vice
     Chairman shall  have and perform such  other duties as from  time to time
     may be  assigned  to them  by the  Board of  Directors  or the  Executive
     Committee, if any.

          SECTION 4.4   THE PRESIDENT. - The  President shall, in  the absence
     or non-election  of a Chairman of  the Board, preside at  all meetings of
     the  stockholders and directors.   When the  Board is not  in session, he
     shall  have general management and control of the business and affairs of
     the corporation.

          SECTION  4.5  THE VICE-PRESIDENT.  - The Vice-President,  if any, or
     if there be  more than one,  the senior Vice-President  as determined  by
     the Board  of  Directors,  shall in  the  absence or  disability  of  the
     President, exercise the powers  and perform the duties of  the President,
     and each  Vice-President shall  exercise  such other  powers and  perform
     such other duties as shall be prescribed by the Board.

          SECTION 4.6   THE TREASURER. - The  Treasurer shall have custody  of
     all funds, securities  and evidences of indebtedness of  the corporation;
     he shall receive and  give receipts and  acquittances for monies paid  in
     on account of the  corporation, and shall  pay out of  the funds on  hand
     all  bills, payrolls,  and  other  just  debts  of  the  corporation,  of
     whatever  nature, upon maturity; he shall enter  regularly in books to be
     kept by  him for that purpose,  full and accurate accounts  of all monies
     received and paid out by him  on account of the corporation, and he shall
     perform all  other duties incident to the office of  Treasurer and as may
     be prescribed by the Board.

          SECTION 4.7   THE SECRETARY. - The Secretary  shall keep the minutes
     of all proceedings of the Board  of Directors and of the stockholders; he
     shall   attend  to  the  giving  and   serving  of  all  notices  to  the
     stockholders and directors  or other notice required by  law, or by these
     By-Laws; shall affix the seal of the  corporation to deeds, contracts and
     other  instruments in writing requiring a seal,  when duly signed or when
     so  ordered  by  the  Board  of  Directors;  shall  have  charge  of  the
     certificate books and stock books and  such other books and papers as the
     Board may  direct, and  shall perform  all other  duties incident  to the
     office of the Secretary.

          SECTION  4.8   SALARIES.  - The  salaries of  all officers  shall be
     fixed  by the  Board of  Directors, and  the Board  has the  authority by
     majority  vote   to  reimburse  expenses  and   to  establish  reasonable
     compensation  of  all  directors  for  services  to  the  corporation  as
     directors, officers, or otherwise.

          SECTION  4.9     SHARES  OF  OTHER  CORPORATIONS.  -   Whenever  the
     corporation is the  holder of shares  of stock of any  other corporation,
     any right or power of  the corporation as such stockholder (including the
     attendance, acting and voting at stockholders' meetings  and execution of
     waivers, consents,  proxies  or other  instruments) may  be exercised  on
     behalf of  the corporation by the  President or such other  person as the
     Board of Directors may authorize.<PAGE>


                               CAPITAL STOCK

          SECTION 5.1   FORM AND  EXECUTION OF CERTIFICATES.  - The  shares of
     the  corporation shall be represented  by certificates which  shall be in
     the form required  by the laws of Delaware and as shall be adopted by the
     Board of Directors.  They  shall be numbered and registered in  the order
     issued;  shall  be  signed  by  the   Chairman,  the  Vice-Chairman,  the
     President  or a  Vice-President  and by  the  Secretary or  an  Assistant
     Secretary  or the  Treasurer  or an  Assistant  Treasurer, and  shall  be
     sealed  with the  corporate seal  or a  facsimile thereof.   When  such a
     certificate  is counter-signed  by a  transfer agent  or registered  by a
     registrar, the signatures of any such officers may be facsimile.

          SECTION 5.2 TRANSFER. -  Upon compliance with provisions restricting
     the transfer  or registration  of transfer of  shares of  stock, if  any,
     transfer of shares  shall be made  upon the books  of the corporation  by
     the  registered holder  in person  or by  attorney, duly  authorized, but
     only  upon surrender of the  certificate or certificates  for such shares
     properly assigned for transfer.<PAGE>


     <PAGE>  7

          SECTION 5.3   LOST OR  DESTROYED CERTIFICATES. -  The holder  of any
     certificate representing shares  of stock of  the corporation may  notify
     the  corporation of any loss, theft or destruction thereof, and the Board
     of  Directors may thereupon, in  its discretion, cause  a new certificate
     for  the  same  number  of  shares  to  be  issued  to  such holder  upon
     satisfactory  proof of such loss,  theft or destruction,  and the deposit
     of  indemnity by way  of bond or otherwise,  in such form  and amount and
     with  such surety or sureties as the  Board may require, to indemnify the
     corporation against loss or liability  by reason of the issuance of  such
     new certificate.

          SECTION 5.4   RECORD DATE. -  (a)  In order to  make a determination
     of  stockholders  for any  proper purpose,  the  directors may  close the
     stock transfer books for a stated period not to exceed  twenty (20) days;
     and  if the purpose of the  closing is to determine stockholders entitled
     to  notice of or  to vote  at a  meeting of  the stockholders,  the books
     shall  be closed for  at least ten  (10) days  immediately preceding such
     meeting.

          (b)  In lieu of closing the books,  the directors may fix in advance
     a record date for  determination of stockholders for any  proper purpose,
     such  date shall  not be  more than  sixty (60)  days, and  in case  of a
     meeting  of stockholders, not less  than twenty-five (25)  days, prior to
     the  date on which the particular action, requiring such determination of
     stockholders, is to be taken.

          (c) In  the absence of such  closing or fixed record  date, the date
     for determination of stockholders  entitled (1) to notice  of or to  vote
     at a meeting of stockholders, or  (2) to receive a dividend or  any right
     shall be  as provided by  Section 213 of  the General Corporation  Law or
     any successor provision.

                             MISCELLANEOUS

          SECTION  6.1    DIVIDENDS. -  The  Board  of  Directors may  declare
     dividends  from time to time on the outstanding shares of the corporation
     from the surplus or net profits legally available therefor.
          SECTION 6.2   SEAL. - The  Board shall provide  a suitable corporate
     seal stating the  corporate name,  and state and  year of  incorporation,
     which  shall be  in  the charge  of the  Secretary and  shall be  used as
     authorized by these By-Laws.

          SECTION  6.3   FISCAL YEAR.  - The  fiscal year  of  the corporation
     shall close annually on December 31.

          SECTION  6.4   CHECKS,  NOTES, ETC.  - (a)   Checks,  notes, drafts,
     bills of exchange and orders for the  payment of money shall be signed or
     endorsed in such manner as shall be determined by the Board.

          (b) The funds of the corporation shall be deposited in  such bank or
     trust company, and  checks drawn against  such funds shall  be signed  in
     such manner as may be determined from time to time by the Board.

          SECTION  6.5   NOTICE AND  WAIVER OF  NOTICE. -  (a)  Any  notice of
     meetings  required to be given under these By-Laws to stockholders and/or
     directors  may be  waived  in writing  signed  by the  person  or persons
     entitled  to such  notice,  whether  before  or  after  the  time  stated
     therein.<PAGE>


          (b)  All notices  required  by these  By-Laws  shall be  printed  or
     written,  and  shall be  delivered  either  personally,  by telegraph  or
     cable, or  by mail, and, if mailed, shall be  deemed to be delivered when
     deposited  in the United States  mail, postage prepaid,  addressed to the
     stockholder or  director at his address  as it appears on  the records of
     the corporation.

          SECTION 6.6   ACTION BY WRITTEN  CONSENT IN LIEU OF  MEETINGS. - Any
     action   required  or  permitted  to  be  taken   at  a  meeting  of  the
     stockholders or  of the Board  of Directors or  of any committee  thereof
     may be taken without a meeting if a consent in writing setting  forth the
     action so  taken shall be signed  by all of the  stockholders entitled to
     notice  of or to vote with  respect to the subject  matter thereof, or by
     all of  the members of the  Board or of such  committee, as the  case may
     be, and such consent shall have  the same force and effect as a unanimous
     vote.<PAGE>


     <PAGE>  8

                                  AMENDMENTS

          SECTION  7.1  AMENDMENTS. - These By-Laws may be altered, amended or
     repealed:

          (a) at any duly held stockholders'  meeting by vote of the owners of
     a majority  (unless the  Certificate of Incorporation  requires a  larger
     vote) of the outstanding stock having voting power, present in person  or
     by proxy, provided  notice of the amendment is included  in the notice or
     waiver of notice of such meeting, and

          (b) except as provided below, at  any regular or special meeting  of
     the  Board  of  Directors  by  a  majority  (unless  the  Certificate  of
     Incorporation requires  a larger vote)  of the entire Board,  but any By-
     Laws  so  made   by  the  Board  may  be  altered   or  repealed  by  the
     stockholders.  The Board of  Directors shall have no power to  change the
     quorum  for meetings of stockholders or of  the Board of Directors, or to
     change any  provisions  of the  By-Laws with  respect to  the removal  of
     directors or  the filling of  vacancies in the  Board resulting from  the
     removal  by the  stockholders.   If any  By-Laws regulating  an impending
     election of  directors are adopted, amended  or repealed by  the Board of
     Directors, there shall be set forth in the notice of the next  meeting of
     stockholders  for  the election  of  directors, the  by-laws  so adopted,
     amended or repealed,  together with  a concise statement  of the  changes
     made.

                                  INDEMNITY

          SECTION  8.1   INDEMNITY.  -  The  corporation shall  indemnify  its
     officers, directors,  employees and agents  to the full  extent permitted
     by  Section 145, or any  successor provision, of  the General Corporation
     Law,  and such  rights of  indemnification shall  be in  addition  to any
     rights  to  which  any such  director,  officer,  employee  or agent  may
     otherwise  be  entitled  under  the  Certificate  of  Incorporation,  any
     agreement  or  vote of  the  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 agreed to be a director, officer, employee or agent and
     shall inure to the benefit of the  heirs, executors and administrators of
     such person.<PAGE>