BY-LAWS
                                          OF
                              AVONDALE INDUSTRIES, INC.
                            (as adopted on March 20, 1990)
                 (Section 3.1 of which was amended on June 13, 1994,
                   Section 5.2 of which was amended and Section 5.4
                      of which was deleted on December 5, 1994,
                Section 2.14 of which was added on July 17, 1995, and
                  Section 12 of which was amended on August 4, 1997)

                                      SECTION I

                                       OFFICES

               1.1  Principal   Office.  The   principal   office   of  the
          Corporation  shall  be  located  at  5100  River  Road, Avondale,
          Louisiana 70094.

               1.2  Additional  offices.  The  Corporation  may  have  such
          offices at such other places as the Board of Directors  may  from
          time  to  time  determine  or the business of the Corporation may
          require.

                                      SECTION 2

                                SHAREHOLDERS MEETINGS

               2.1  Place of Meetings.  Unless otherwise required by law or
          these By-laws, all meetings  of the shareholders shall be held at
          the principal office of the Corporation  or  at such other place,
          within or without the State of Louisiana, as may be designated by
          the Board of Directors.

               2.2  Annual Meetings; Notice Thereof.  An  annual meeting of
          the shareholders shall be held on the fourth Monday  of  April in
          each year, at 10:00 a.m., or at such other date or at such  other
          time specified as the Board of Directors shall designate, for the
          purpose  of  electing  directors  and for the transaction of such
          other business as may be properly brought  before the meeting. If
          no annual shareholders' meeting is held for  a period of eighteen
          months, any shareholder may call such meeting  to  be held at the
          registered office of the Corporation as shown on the  records  of
          the Secretary of State of Louisiana.
<PAGE>
               2.3  Special   Meetings.  Special  meetings  of  the  share-
          holders, for any purpose  or  purposes,  may  be  called  by  the
          Chairman  of  the Board, Chief Executive Officer and President or
          the Board of Directors.  At any time, upon the written request of
          any shareholder or group of shareholders holding in the aggregate
          at least 80% of the Total  Voting  Power  (such  term to have the
          same  meaning in these By-laws as is assigned in Article  III  of
          the Articles  of  Incorporation),  the  Secretary  shall  call  a
          special  meeting  of  shareholders  to  be held at the registered
          office of the Corporation at such time as  the Secretary may fix,
          not less than fifteen nor more than sixty days  after the receipt
          of said request, and if the Secretary shall neglect  or refuse to
          fix  such  time or to give notice of the meeting, the shareholder
          or shareholders  making  the request may do so. Such request must
          state the specific purpose  or  purposes  of the proposed special
          meeting and the business to be conducted thereat shall be limited
          to such purpose or purposes.

               2.4  Notice  of Meetings.  Except as otherwise  provided  by
          law, the authorized  person  or  persons  calling a shareholders'
          meeting shall cause written notice of the time, place and purpose
          of the meeting to be given to all shareholders  entitled  to vote
          at  such meeting, at least ten days and not more than sixty  days
          prior  to  the  day  fixed  for the meeting. Notice of the annual
          meeting need not state the purpose  or  purposes  thereof, unless
          action  is  to  be  taken  at  the meeting as to which notice  is
          required by law or the By-laws. Notice of a special meeting shall
          state the purpose or purposes thereof, and the business conducted
          at  any  special  meeting shall be  limited  to  the  purpose  or
          purposes stated in the notice.

               2.5  List   of   Shareholders.  At    every    meeting    of
          shareholders,  a  list of shareholders entitled to vote, arranged
          alphabetically and  certified by the Secretary or by the agent of
          the Corporation having charge of transfers of shares, showing the
          number and class of shares  held  by each such shareholder on the
          record date for the meeting, shall  be produced on the request of
          any shareholder.

               2.6  Quorum.  At all meetings of  shareholders,  the holders
          of a majority of the Total Voting Power shall constitute a quorum
          provided  that  this  subsection  shall  not  have the effect  of
          reducing the vote required to approve or affirm  any  matter that
          may be established by law, the Articles of Incorporation or these
          By-laws.

               2.7  Voting.  When  a quorum is present at any meeting,  the
          vote of the holders of a majority of the Voting Power (as defined
          in  Article  III of the Articles  of  Incorporation)  present  in
          person or represented by proxy shall decide each question brought
          before such meeting,  unless  the  question is one upon which, by
          express  provision  of law or the Articles  of  Incorporation,  a
          different vote is required,  in which case such express provision
          shall govern and control the decision of such question. Directors
          shall be elected by plurality vote.
<PAGE>
               2.8  Proxies.  At any meeting  of  the  shareholders,  every
          shareholder having the right to vote shall be entitled to vote in
          person  or  by  proxy  appointed  by  an  instrument  in  writing
          subscribed  by such shareholder and bearing a date not more  than
          eleven  months  prior  to  the  meeting,  unless  the  instrument
          provides  for  a  long period, but in no case will an outstanding
          proxy be valid for  longer  than three years from the date of its
          execution, provided that in no  event  may  a proxy be voted at a
          meeting called pursuant to La. R.S. 12:138 unless  it is executed
          and dated by the shareholder within 30 days of the date  of  such
          meeting.  The person appointed as proxy need not be a shareholder
          of the Corporation.

               2.9  Adjournments.  Adjournments  of  any  annual or special
          meeting  of  shareholders may be taken without new  notice  being
          given unless a  new  record  date  is  fixed  for  the  adjourned
          meeting,  but  any  meeting  at which directors are to be elected
          shall be adjourned only from day  to  day  until  such  directors
          shall have been elected.

               2.10 Withdrawal.  If a quorum is present or represented at a
          duly  organized meeting, such meeting may continue to do business
          until  adjournment,  notwithstanding  the  withdrawal  of  enough
          shareholders  to leave less than a quorum as fixed in Section 2.6
          of these By-laws,  or  the refusal of any shareholders present to
          vote.

               2.11 Lack  of Quorum.  If  a  meeting  cannot  be  organized
          because a quorum  has not attended, those present may adjourn the
          meeting to such time  and  place  as they may determine, subject,
          however, to the provisions of Section 2.9 hereof.  In the case of
          any  meeting  called for the election  of  directors,  those  who
          attend the second  of such adjourned meetings, although less than
          a  quorum as fixed in  Section  2.6  hereof,  shall  nevertheless
          constitute a quorum for the purpose of electing directors.

               2.12 Presiding  officer.  The  Chairman  of the Board, Chief
          Executive  Officer  and President or in his absence,  a  chairman
          designated  by the Board  of  Directors,  shall  preside  at  all
          shareholders' meetings.

               2.13 Definition  of  Shareholder.  As used in these By-laws,
          and unless the context otherwise  requires,  the term shareholder
          shall mean a person who is (i) the record holder of shares of the
          Corporation's  voting stock or (ii) a registered  holder  of  any
          bonds, debentures or similar obligations granted voting rights by
          the Corporation pursuant to La. R.S. 12:75A.
<PAGE>
               2.14 Shareholder  Proposals.  No  shareholder proposal shall
          be  considered  by  the  shareholders at any  annual  or  special
          meeting unless such proposal  has  been  properly  brought before
          such  meeting.  No shareholder proposal shall be deemed  to  have
          been properly  brought  before  a special meeting of shareholders
          unless (i) the proposal is submitted  by  the  person  or persons
          calling the special meeting and (ii) the proposal is contained in
          the  notice  of  the  meeting.  No shareholder proposal shall  be
          deemed to have been properly  brought  before  an  annual meeting
          unless each of the following conditions is satisfied:

                    (a) Sufficient notice of the proposal must  be received
               by the Secretary of the Corporation not less than  120  days
               in  advance of the date in the current year that corresponds
               to the  date  on  which proxy materials were first mailed by
               the  Corporation in  connection  with  the  previous  year's
               annual  meeting.   In the event of the change of the date of
               the annual meeting to  a  date  that  is  30 days earlier or
               later than the date in the current year that  corresponds to
               the  date  on  which  the  annual  meeting  was held in  the
               previous  year,  or  if  no annual meeting was held  in  the
               previous year, sufficient  notice  of  the  proposal must be
               received by the Secretary of the Corporation  no  later than
               the date set by the Corporation in a public announcement  to
               shareholders,   which  date  shall  be  no  earlier  than  a
               reasonable time before  the Corporation's proxy solicitation
               is first made in connection with the meeting.  Notice of the
               proposal  will be sufficient  only  if  it  contains  (i)  a
               complete and  accurate  description  of the proposal; (ii) a
               statement that the shareholder intends to attend the meeting
               and present the proposal and to hold of record securities of
               the Corporation entitled to vote at the  meeting through the
               meeting date; and (iii) the shareholder's  name  and address
               and  the  number  of  shares  of  the  Corporation's  voting
               securities   that   the   shareholder  holds  of  record  or
               beneficially as of the notice  date.   The shareholder shall
               continue  to  hold of record securities of  the  Corporation
               entitled to vote at the meeting through the meeting date.

                    (b) The Board  of  Directors  shall  have  the power to
               limit  the  shareholder  proposals  to  be considered  at  a
               meeting to the first ten shareholder proposals  of which the
               Secretary of the Corporation receives sufficient notice.

                    (c)  If  the Secretary of the Corporation has  received
               sufficient  notice   of  a  shareholder  proposal  that  may
               properly  be  brought  before  the  meeting,  a  shareholder
               proposal sufficient notice of which is subsequently received
               by the Secretary and that  is  substantially  duplicative of
               the first proposal shall not be properly brought  before the
               meeting.  If a shareholder proposal deals with substantially
               the  same  subject  matter as a prior proposal submitted  to
               shareholders at a meeting  held  within  the  preceding five
               calendar years, it shall not be properly brought  before any
               meeting  held  within three calendar years after the  latest
               such previous submission, provided that:
<PAGE>
                    (i)       if  the  proposal  was submitted at
                              only   one   meeting  during   such
                              preceding period,  it received less
                              than  3%  of  the total  number  of
                              votes cast in regard thereto; or

                    (ii)      if the proposal  was  submitted  at
                              only   two   meetings  during  such
                              preceding period,  it  received  at
                              the  time  of its second submission
                              less than 6% of the total number of
                              votes cast in regard thereto; or

                    (iii)     if the proposal  was  submitted  at
                              three  or more meetings during such
                              preceding  period,  it  received at
                              the  time  of its latest submission
                              less than 10%  of  the total number
                              of votes cast in regard thereto.

                    (d) Notwithstanding compliance  with  Sections 2.14(a),
               (b), and (c), no shareholder proposal shall  be deemed to be
               properly brought before a shareholders' meeting if it is not
               a proper subject for action by shareholders under  Louisiana
               law or the Articles of Incorporation.

                    (e)  Any  proposal  failing  to  comply  with  Sections
               2.14(a),  (b),  (c),  or (d) shall not be considered at  the
               meeting and, if introduced  at  the  meeting, shall be ruled
               out of order.  If a shareholder presents  a  proposal  at  a
               meeting  but  does not continue to hold of record securities
               of the Corporation  entitled  to vote at the meeting through
               the  meeting  date,  as  required  by  Section  2.14(a),  no
               proposal  by  that shareholder shall be  considered  at  any
               shareholders' meeting  held  in  the  following two calendar
               years.

                    (f) Nothing in this Section 2.14 is  intended to confer
               any rights to have any proposal included in  the  notice  of
               any meeting or in proxy materials related to such meeting.
<PAGE>
                                      SECTION 3

                                      DIRECTORS

               3.1  Number.  All  of  the  corporate powers shall be vested
          in,  and the business and affairs of  the  Corporation  shall  be
          managed  by,  a Board of Directors.  Except as otherwise fixed by
          or pursuant to  Article  III of the Articles of Incorporation (as
          it may be duly amended from  time to time) relating to the rights
          of  the  holders  of  any  class or  series  of  stock  having  a
          preference  over  the  Common  Stock  as  to  dividends  or  upon
          liquidation to elect, by class vote,  additional  directors under
          particular circumstances, the Board of Directors shall consist of
          not  less than seven and not more than nine natural  persons,  as
          established  from  time  to  time by a resolution of the Board of
          Directors provided that, if after proxy materials for any meeting
          of shareholders at which directors  are  to be elected are mailed
          to  shareholders  any  person  or  persons named  therein  to  be
          nominated  at  the direction of the Board  of  Directors  becomes
          unable or unwilling  to serve, the foregoing number of authorized
          directors as provided  by  the  Board  resolution  then in effect
          shall be automatically reduced by a number equal to the number of
          such persons unless the Board of Directors, by a majority vote of
          the  entire Board, selects an additional nominee.  The  Board  of
          Directors  may,  by  a two-thirds vote, amend this Section 3.1 to
          increase or decrease the  number  of  directors, provided that no
          amendment  to this Section to decrease the  number  of  directors
          shall shorten  the  term  of any incumbent director.  No director
          need be a shareholder. The  Secretary  shall  have  the  power to
          certify at any time as to the number of directors authorized  and
          as  to  the  class  to  which  each  director has been elected or
          assigned.

               3.2  Powers.  The Board may exercise  all such powers of the
          Corporation and do all such lawful acts and  things which are not
          by law, the Articles of Incorporation or these  By-laws  directed
          or required to be done by the shareholders.

               3.3  Classes.  The  Board  of  Directors,  other  than those
          directors  who  may  be  elected  by the holders of any class  or
          series of stock having preference over  the  Common  Stock  as to
          dividends  or  upon  liquidation,  shall  be  divided  into three
          classes  as  nearly  equal  in number as may be, with the initial
          term of office of Class I expiring at the first annual meeting of
          shareholders  occurring  more  than   nine   months   after   the
          incorporation  of  the  Corporation,  of Class II expiring at the
          first succeeding annual meeting of shareholders  and of Class III
          expiring at the second succeeding annual meeting of shareholders.
          Any  increase  or  decrease in the number of directors  shall  be
          apportioned by the Board  of  Directors  so  that  all classes of
          directors shall be as nearly equal in number as can be.
<PAGE>
               3.4  General  Election.  At  each annual meeting  of  share-
          holders, directors shall be elected  to  succeed  those directors
          whose terms then expire. Such newly elected directors shall serve
          until  the third succeeding annual meeting of shareholders  after
          their  election  and  until  their  successors  are  elected  and
          qualified. A director elected to fill a vacancy shall hold office
          for a term  expiring  at  the annual meeting at which the term of
          the  class  to which he shall  have  been  elected  expires.   No
          decrease in the  number  of  directors  constituting the Board of
          Directors shall shorten the term of any incumbent director.

               3.5  Vacancies.  Except  as  otherwise   provided   in   the
          Articles  of  Incorporation  or these By-laws (a) the office of a
          director shall become vacant if  he  dies,  resigns or is removed
          from office and (b) the Board of Directors may declare vacant the
          office of a director if he (i) is interdicted  or  adjudicated an
          incompetent,  (ii) is adjudicated a bankrupt, (iii) in  the  sole
          opinion  of the  Board  of  Directors  becomes  incapacitated  by
          illness or  other  infirmity  so that he is unable to perform his
          duties for a period of six months  or  longer,  or (iv) ceases at
          any time to have the qualifications required by law, the Articles
          of Incorporation or these By-laws.

               3.6  Filling Vacancies.  In the event of a vacancy  (includ-
          ing  any  vacancy  resulting  from  an increase in the authorized
          number of directors, or from failure of the shareholders to elect
          the full number of authorized directors) the remaining directors,
          even though not constituting a quorum,  may  fill  any vacancy on
          the Board for the unexpired term by a vote of at least two-thirds
          of the directors remaining in office at any time that there is no
          Related Person (as such term is defined in Article V.A.2  of  the
          Articles   of   Incorporation)  and  a  two-thirds  vote  of  all
          Continuing Directors  who remain in office at any time there is a
          Related Person, provided  that  the  shareholders  shall have the
          right,  at  any special meeting called for the purpose  prior  to
          such action by the Board, to fill the vacancy.

               3.7  Directors  Elected by Preferred Shareholders.  Notwith-
          standing anything in the  foregoing to the contrary, whenever the
          holders of any one or more  series  of  preferred  stock  of  the
          Corporation  shall  have the right, voting separately as a class,
          to elect one or more directors of the Corporation, the provisions
          of Article III of the  Articles  of  Incorporation  (as it may be
          duly amended from time to time) fixing the rights and preferences
          of  such  preferred  stock  shall  govern  with  respect  to  the
          election,  removal,  vacancies  or  other  related  matters  with
          respect to such directors.
<PAGE>
               3.8  Notice  of  Shareholder Nominees.  Only persons who are
          nominated in accordance  with  the  procedures  set forth in this
          Section 3.8 shall be eligible for election as directors.  Nomina-
          tions  of persons for election to the Board of Directors  of  the
          Corporation may be made at a meeting of shareholders by or at the
          direction  of  the  Board of Directors or by a shareholder 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 3.8. Such nominations, other than those made by or at the
          direction of the Board  of  Directors,  shall be made pursuant to
          timely notice in writing to the Secretary of the Corporation.  To
          be timely, a shareholder's notice must be delivered or mailed and
          received at the principal executive offices  of  the  Corporation
          not less than 45 days nor more than 90 days prior to the meeting;
          provided,  however,  that  in  the  event that less than 55  days
          notice or prior public disclosure of  the  date of the meeting is
          given or made to shareholders, notice by the  shareholder  to  be
          timely  must  be  received no later than the close of business on
          the 10th day following  the  day on which such notice of the date
          of the meeting was mailed or such  public  disclosure  was  made.
          Such shareholder's notice shall set forth the following:

                    a.  as to each person whom the shareholder proposes  to
               nominate  for  election or re-election as a director (i) the
               name, age, business  address  and  residence address of such
               person, (ii) the principal occupation  or employment of such
               person, (iii) the class and number of shares  of the capital
               stock  of  the  Corporation  of  which  such  person is  the
               beneficial  owner  (determined  in  accordance with  Article
               V.A.2 of the Articles of Incorporation)  and  (iv) any other
               information relating to such person that would  be  required
               to be disclosed in solicitations of proxies for election  of
               directors,  or  would  be  otherwise  required, in each case
               pursuant to Regulation 14A under the Securities Exchange Act
               of  1934,  as  amended  (including without  limitation  such
               person's  written  consent  to  being  named  in  the  proxy
               statement as a nominee  and  to  serving  as  a  director if
               elected); and

                    b.  as  to  the  shareholder giving the notice (i)  the
               name and address of such  shareholder  and (b) the class and
               number of shares of the capital stock of  the Corporation of
               which  such shareholder is the beneficial owner  (determined
               in  accordance   with  Article  V.A.2  of  the  Articles  of
               Incorporation) . If  requested  in  writing by the Secretary
               the Corporation at least 15 days in advance  of the meeting,
               such shareholder shall disclose to the Secretary,  within 10
               days  of  such  request,  whether  such  person  is the sole
               beneficial  owner of the shares held of record by him;  and,
               if not, the name  and  address of each other person known by
               the shareholder of record  to claim a beneficial interest in
               such shares.
<PAGE>
          At the request of the Board of Directors, any person nominated by
          or at the direction of the Board  of  Directors for election as a
          director shall furnish to the Secretary  of  the Corporation that
          information required to be set forth in a shareholder's notice of
          nomination which pertains to the nominee. If a  shareholder seeks
          to nominate one or more persons as directors, the Secretary shall
          appoint  two  Inspectors,  who shall not be affiliated  with  the
          Corporation, to determine whether a shareholder has complied with
          this  Section  3.8.  If the Inspectors  shall  determine  that  a
          shareholder  has  not  complied   with   this  Section  3.8,  the
          Inspectors shall direct the Chairman of the meeting to declare to
          the meeting that a nomination was not made in accordance with the
          procedures prescribed by the Articles of Incorporation  or  these
          By-laws; and the Chairman shall so declare to the meeting and the
          defective nomination shall be disregarded.

               The  provisions  of  this Section 3.8 shall not apply to the
          election of any directors which the holders of preferred stock of
          the Corporation, voting separately as a class, may be entitled to
          elect.

               3.9  Compensation of Directors.  Directors  as  such,  shall
          receive  such compensation for their services as may be fixed  by
          resolution  of  the  Board  of  Directors and shall receive their
          actual  expenses  of attendance, if  any,  for  each  regular  or
          special  meeting of  the  Board;  provided  that  nothing  herein
          contained  shall  be  construed  to  preclude  any  director from
          serving  the  Corporation  in  any  other  capacity and receiving
          compensation therefor.

                                      SECTION 4

                                MEETINGS OF THE BOARD

               4.1  Place  of  Meetings.  The  meetings  of  the  Board  of
          Directors may be held at such place within or without  the  State
          of Louisiana as a majority of the directors may from time to time
          appoint.

               4.2  Initial  Meetings.  The  first  meeting  of  each newly
          elected  Board  shall  be  held  immediately following the share-
          holders' meeting at which the Board  is  elected  and at the same
          place as such meeting, and no notice of such first  meeting shall
          be necessary for the newly elected directors in order  legally to
          constitute the meeting.

               4.3  Regular  Meetings;  Notice.  Regular  meetings  of  the
          Board  may  be  held at such times as the Board may from time  to
          time determine.   Notice  of  regular  meetings  of  the Board of
          Directors  shall  be  required, but no special form of notice  or
          time of notice shall be necessary.
<PAGE>
               4.4  Special  Meetings;  Notice.  Special  meetings  of  the
          Board may be called by the Chairman of the Board, Chief Executive
          Officer  and  President   on  reasonable  notice  given  to  each
          director, either personally or by telephone, mail or by telegram.
          Special meetings shall be called  by  the  Chairman of the Board,
          Chief Executive Officer and President, or the  Secretary  in like
          manner and on like notice on the written request of a majority of
          the  directors and if such officers fail or refuse, or are unable
          within  24  hours  to  call  a  meeting  when requested, then the
          directors making the request may call the  meeting  on  two days'
          written  notice  given  to each director. The notice of a special
          meeting of directors need  not state its purpose or purposes, but
          if the notice states a purpose  or  purposes and does not state a
          further purpose to consider such other  business  as may properly
          come  before  the  meeting, the business to be conducted  at  the
          special meeting shall  be  limited  to the purposes stated in the
          notice.

               4.5  Waiver of Notice.  Directors  present at any regular or
          special meeting shall be deemed to have received  due, or to have
          waived, notice thereof, provided that a director who participates
          in  a meeting by telephone (as permitted by Section  4.9  hereof)
          shall  not be deemed to have received or waived due notice if, at
          the beginning  of  the  meeting, he objects to the transaction of
          any business because the meeting is not lawfully called.

               4.6  Quorum.  A majority  of the Board shall be necessary to
          constitute a quorum for the transaction  of  business, and except
          as otherwise provided by law or the Articles of  Incorporation or
          these  By-laws,  the  acts of a majority of the entire  Board  of
          Directors at a meeting  at which a quorum is present shall be the
          acts of the Board.  If a  quorum is not present at any meeting of
          the Board of Directors, the  directors  present  may  adjourn the
          meeting  from time to time without notice other than announcement
          at the meeting, until a quorum is present.

               4.7  Withdrawal.  If  a  quorum  is present when the meeting
          convened,  the  directors present may continue  to  do  business,
          taking action by  vote  of  a  majority  of  a quorum as fixed in
          Section  4.6  hereof,  until  adjournment,  notwithstanding   the
          withdrawal  of  enough  directors  to leave less than a quorum as
          fixed  in  Section  4.6  hereof or the refusal  of  any  director
          present to vote.

               4.8  Action by Consent.  Any  action which may be taken at a
          meeting of the Board or any committee  thereof, may be taken by a
          consent  in  writing signed by all of the  directors  or  by  all
          members of the  committee, as the case may be, and filed with the
          records of proceedings of the Board or Committee.

               4.9  Meetings       by       Telephone       or      Similar
          Communication.  Members of the Board may participate  at  and  be
          present  at  any meeting of the Board or any committee thereof by
          means of conference telephone or similar communications equipment
          if  all persons  participating  in  such  meeting  can  hear  and
          communicate with each other.
<PAGE>
                                      SECTION 5

                               COMMITTEES OF THE BOARD

               5.1  General.  The   Board   may   designate   one  or  more
          committees,  each  committee  to  consist of two or more  of  the
          directors of the Corporation (and one  or  more  directors may be
          named as alternate members to replace any absent or  disqualified
          regular members), which, to the extent provided by resolution  of
          the  Board or the By-laws, shall have and may exercise the powers
          of the Board in the management of the business and affairs of the
          Corporation,  and  may  have  power  to authorize the seal of the
          Corporation to be affixed to documents,  but  no  such  committee
          shall  have  power  or  authority  in  reference  to amending the
          Articles  of  Incorporation, adopting an agreement of  merger  or
          consolidation,  recommending  to the stockholders the sale, lease
          or  exchange of all or substantially  all  of  the  Corporation's
          property   and   assets,   recommending  to  the  stockholders  a
          dissolution of the Corporation  or  a  revocation of dissolution,
          removing or indemnifying directors or amending  the  By-laws; and
          unless  the  resolution  expressly so provides, no such committee
          shall  have  the power or authority  to  declare  a  dividend  or
          authorize issuance  of stock.  Such committee or committees shall
          have such name or names  as  may  be stated in the By-laws, or as
          may be determined, from time to time,  by the Board.  Any vacancy
          occurring in any such committee shall be filled by the Board, but
          the  President may designate another director  to  serve  on  the
          committee  pending  action  by  the  Board. Each such member of a
          committee  shall  hold  office  during  the  term  of  the  Board
          constituting it, unless otherwise ordered by the Board.

               5.2  Compensation Committee.  The Board  shall  establish  a
          Compensation Committee consisting of at least two directors.  The
          Compensation  Committee  shall  administer  the Performance Share
          Plan,  the  Stock  Appreciation Plan, any incentive  compensation
          plans involving securities  of  the  Corporation  adopted  by the
          Corporation  in  the  future  and  employment  contracts with any
          employee.   Each  of  the  members of the Compensation  Committee
          shall  be  a "disinterested person"  as  defined  in  Rule  16b-3
          promulgated  under  the  Securities  Exchange  Act of 1934 and an
          "outside  director"  as  defined  in the regulations  promulgated
          under  162(m)  of the Internal Revenue  Code.   The  Compensation
          Committee shall  determine  the  general compensation policies of
          the Corporation and the compensation  to  be  paid  to  executive
          officers  of  the Corporation.  If the Compensation Committee  is
          composed of an  even  number  of  persons,  in  the  event  of  a
          disagreement,  which cannot in good faith be resolved, it will be
          resolved by the  affirmative  vote  of  a  majority of the entire
          Board.
<PAGE>
               5.3  Audit Committee.  The Board shall  establish  an  Audit
          Committee  consisting  of  at  least  three directors who are not
          officers  or  employees  of  the  Corporation   or   any  of  its
          affiliates.  The Audit Committee shall (i) serve as a focal point
          for communication between noncommittee directors, the independent
          accountants,  internal  audit  and  management,  as  their duties
          relate  to  financial  accounting,  reporting and controls,  (ii)
          assist  the  Board  of  Directors  in  fulfilling  its  fiduciary
          responsibilities   as  to  accounting  policies   and   reporting
          practices  of  the  Corporation  and  all  subsidiaries  and  the
          sufficiency of auditing relative thereto and (iii) operate as the
          Board's principal agent  in  ensuring  the  independence  of  the
          Corporation's   independent   accountants,   the   integrity   of
          management and the adequacy of disclosure to shareholders.

                                      SECTION 6

                               REMOVAL OF BOARD MEMBER

               Any director or the entire Board of Directors may be removed
          at  any  time,  but  only  for  cause (as such term is defined in
          Article IV.C of the Articles of Incorporation),  by  the affirma-
          tive  vote  of  not  less  than  80%  of  the Total Voting Power,
          provided that the removal may only be effected  at  a  meeting of
          shareholders  duly called for that purpose.  The shareholders  at
          such meeting may  proceed  to elect a successor or successors for
          the unexpired term of the director  or directors removed.  Except
          as provided in the Articles of Incorporation  and in this Section
          6, directors shall not be subject to removal.

                                      SECTION 7

                                       NOTICES

               7.1  Form of Delivery.  Whenever under the provisions of law
          the Articles of Incorporation or these By-laws notice is required
          to  be  given  to any shareholder or director, it  shall  not  be
          construed to mean  personal  notice unless otherwise specifically
          provided in the Articles of Incorporation  or  these By-laws, but
          said  notice may be given by mail, addressed to such  shareholder
          or director  at  his  address as it appears on the records of the
          Corporation, with postage  thereon prepaid. Such notices shall be
          deemed to have been given at  the  time they are deposited in the
          United States mail. Notice to a director  pursuant to Section 4.4
          hereof may also be given personally or by telephone  or  telegram
          sent  to  his  address  as  it  appears  on  the  records  of the
          Corporation.

               7.2  Waiver.  Whenever any notice is required to be given by
          law,  the  Articles  of  Incorporation or these By-laws, a waiver
          thereof in writing signed  by  the  person or persons entitled to
          said notice, whether before or after  the  time  stated  therein,
          shall be deemed equivalent thereto.  In addition, notice shall be
          deemed  to  have been given to, or waived by, any shareholder  or
          director who  attends  a  meeting of shareholders or directors in
          person,  or is represented at  such  meeting  by  proxy,  without
          protesting  at the commencement of the meeting the transaction of
          any business  because  the  meeting  is  not  lawfully  called or
          convened.
<PAGE>
                                      SECTION 8

                                       OFFICERS

               8.1  Designations.  The officers of the corporation shall be
          chosen  by the directors and shall be the Chairman of the  Board,
          Chief Executive  officer  and President (with all such offices to
          be  held  by  one  person), a Secretary  and  a  Treasurer.   The
          directors may elect one or more Vice Presidents.  Any two offices
          may be held by one person,  provided  that no person holding more
          than  one  office  may  sign,  in  more than  one  capacity,  any
          certificate or other instrument required  by  law to be signed by
          two officers.

               8.2  Additional  Designations.  The Board of  Directors  may
          appoint such other officers as it shall deem necessary, who shall
          hold their offices for  such terms and shall exercise such powers
          and perform such duties as  shall be determined from time to time
          by the Board.

               8.3  Term of Office.  The  officers of the Corporation shall
          hold office at the pleasure of the Board of Directors.  Except as
          otherwise provided in the resolution  of  the  Board of Directors
          electing  any officer, each officer shall hold office  until  the
          first meeting  of the Board of Directors after the annual meeting
          of shareholders  next  succeeding  his or her election, and until
          his or her successor is elected and qualified or until his or her
          earlier resignation or removal.  Any  officer  may  resign at any
          time  upon  written  notice to the Board, to the Chairman,  Chief
          Executive Officer and  President,  or  to  the  Secretary  of the
          Corporation.   Such  resignation  shall  take  effect at the time
          specified  therein  as  acceptance of such resignation  shall  be
          necessary to make it effective.  The Board may remove any officer
          with or without cause at any time, except that the removal of the
          Chairman  of the Board, Chief  Executive  Officer  and  President
          shall require  the  vote  of at least three-fourths of the entire
          Board.   Any  such removal shall  be  without  prejudice  to  the
          contractual rights of such offices, if any, with the Corporation,
          but the election  of an officer shall not in and of itself create
          contractual rights.   Any  vacancy occurring in any office of the
          Corporation by death, resignation,  removal  or  otherwise may be
          filled for the unexpired portion of the term by the  Board at any
          regular or special meeting.

               8.4  The  Chairman,  Chief Executive Officer, and President.
          The Chairman, Chief Executive  Officer  and  President shall have
          general  and  active  responsibility  for the management  of  the
          business of the Corporation, shall be responsible  for implement-
          ing  all orders and resolutions of the Board of Directors,  shall
          be the  chief  operating  officer  of  the Corporation, and shall
          supervise   the   daily  operations  of  the  business   of   the
          Corporation.  The Chairman of the Board shall preside at meetings
          of the Board of Directors and of the shareholders.
<PAGE>
               8.5  The Vice  Presidents.  The  Vice Presidents (if any) in
          the order specified by the Board or, if  not so specified, in the
          order of their seniority shall, in the absence  or  disability of
          the President, perform the duties and exercise the powers  of the
          President,  and  shall perform such other duties as the President
          or the Board of Directors shall prescribe.

               8.6  The Secretary.  The Secretary shall attend all meetings
          of the Board of Directors  and  all  meetings of the shareholders
          and record all votes and the minutes of all proceedings in a book
          to  be kept for that purpose.  He shall  give,  or  cause  to  be
          given,  notice  of  all  meetings of the shareholders and special
          meetings of the Board, and shall perform such other duties as may
          be prescribed by the Board  or President, under whose supervision
          he shall be.  He shall keep in  safe  custody  the  seal  of  the
          Corporation,  if  any,  and  affix  the  same  to  any instrument
          requiring it.

               8.7  The Treasurer.  The Treasurer shall have the custody of
          the corporate funds and shall keep or cause to be kept  full  and
          accurate   accounts   of  receipts  and  disbursements  in  books
          belonging to the Corporation  and  shall  deposit  all monies and
          other  valuable  effects  in  the name and to the credit  of  the
          Corporation in such depositories  as  may  be  designated  by the
          Board  of  Directors.   He  shall keep a proper accounting of all
          receipts and disbursements and  shall  disburse  the funds of the
          Corporation  only  for  proper corporate purposes or  as  may  be
          ordered by the Board and  shall  render  to the President and the
          Board at the regular meetings of the Board,  or whenever they may
          require it, an account of all his transactions  as  Treasurer and
          of the financial condition of the Corporation.

                                      SECTION 9

                                        STOCK

               9.1  Certificates.  Every holder of stock in the Corporation
          shall  be entitled to have a certificate signed by the  President
          or a Vice  President  and the Secretary or an Assistant Secretary
          evidencing the number and  class  (and  series, if any) of shares
          owned by him, containing such information  as required by law and
          bearing the seal of the Corporation. If any  stock certificate is
          manually signed by a transfer agent or registrar  other  than the
          Corporation itself or an employee of the Corporation, the  signa-
          ture of any such officer may be a facsimile. In case any officer,
          transfer  agent  or  registrar  who has signed or whose facsimile
          signature has been placed upon a certificate shall have ceased to
          be  such  officer,  transfer  agent  or   registrar  before  such
          certificate is issued, it may be issued by  the  Corporation with
          the  same  effect as if he were such officer, transfer  agent  or
          registrar at the date of issue.
<PAGE>
               9.2  Missing   Certificates.  The   President  or  any  Vice
          President  may  direct a new certificate or  certificates  to  be
          issued in place of  any  certificate  or certificates theretofore
          issued by the Corporation alleged to have  been  lost,  stolen or
          destroyed,  upon  the making of an affidavit of that fact by  the
          person claiming the  certificate  of  stock to be lost, stolen or
          destroyed.  As a condition precedent to  the  issuance  of  a new
          certificate  or  certificates,  the  officers  of the Corporation
          shall, unless dispensed with by the President, require  the owner
          of such lost, stolen or destroyed certificate or certificates, or
          his   legal   representative,   (i)  to  advertise  or  give  the
          Corporation  a  bond  or  (ii) enter  into  a  written  indemnity
          agreement, in each case in an amount appropriate to indemnify the
          Corporation  against any claim  that  may  be  made  against  the
          Corporation with  respect to the certificate alleged to have been
          lost, stolen or destroyed.

               9.3  Transfers.  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 a new certificate  to  the  person  entitled
          thereto,  cancel  the  old certificate and record the transaction
          upon its books.

                                      SECTION 10

                            DETERMINATION OF SHAREHOLDERS

               10.1 Record Date.  For  the  purpose  of  determining share-
          holders  entitled  to notice of and to vote at a meeting,  or  to
          receive a dividend,  or  to  receive  or exercise subscription or
          other rights, or to participate in a reclassification  of  stock,
          or in order to make a determination of shareholders for any other
          proper  purpose,  the  Board  of  Directors  may fix in advance a
          record date for determination of shareholders  for  such purpose,
          such  date to be not more than sixty days and, if fixed  for  the
          purpose  of determining shareholders entitled to notice of and to
          vote at a  meeting,  not less than ten days, prior to the date on
          which the action requiring the determination of shareholder is to
          be taken.

               10.2 Registered Shareholders.  Except  as otherwise provided
          by law, the Corporation, and its directors, officers  and  agents
          may recognize and treat a person registered on its records as the
          owner  of  shares, as the owner in fact thereof for all purposes,
          and as the person  exclusively  entitled  to have and to exercise
          all  rights  and  privileges  incident to the ownership  of  such
          shares, and rights under this Section  shall  not  be affected by
          any actual constructive notice which the Corporation,  or  any of
          its directors, officers or agents, may have to the contrary.
<PAGE>
                                      SECTION 11

                                    MISCELLANEOUS

               11.1 Dividends.  Except as otherwise provided by law or  the
          Articles  of  Incorporation,  dividends  upon  the  stock  of the
          Corporation  may  be  declared  by  the Board of Directors at any
          regular  or special meeting.  Dividends  may  be  paid  in  cash,
          property, or in shares of stock.

               11.2 Checks.  All  checks  or demands for money and notes of
          the Corporation shall be signed by  such  officer  or officers or
          such other person or persons as the Board of Directors  may  from
          time to time designate.  Signatures of the authorized signatories
          may be by facsimile.

               11.3 Fiscal  Year.  The fiscal year of this Corporation will
          be a calendar year.

               11.4 Seal.  The  Board  of  Directors  may adopt a corporate
          seal, which seal shall have inscribed thereon  the  name  of  the
          Corporation.   Said seal may be used by causing it or a facsimile
          thereof to be impressed  or  affixed  or reproduced or otherwise.
          Failure to affix the seal shall not, however, affect the validity
          of any instrument.

               11.5 Gender.  All pronouns and variations  thereof  used  in
          these By-laws shall be deemed to refer to the masculine, feminine
          or  neuter  gender,  singular  or  plural, as the identity of the
          person, persons, entity or entities referred to require.

                                      SECTION 12
 
                                   INDEMNIFICATION

                12.1 Definitions.  As used in  this  section  the  following
          terms shall have the meanings set forth below:

                    (a)  "Board"  -  the  Board of Directors of the Corpora-
          tion.

                    (b)  "Claim"  -  any threatened,  pending  or  completed
          claim, action, suit, or proceeding,  whether  civil, criminal, ad-
          ministrative or investigative and whether made  judicially  or ex-
          tra-judicially,  or  any  separate issue or matter therein, as the
          context requires.

                    (c)  "Determining  Body"  -  (i)   those  members of the
          Board  who are not named as parties to the Claim for which  indem-
          nification  is  being sought ("Impartial Directors"), if there are
          at least three Impartial  Directors,  (ii) a committee of at least
          three  Impartial  Directors appointed  by  the  Board  (regardless
          whether the members  of  the  Board  of  Directors  voting on such
          appointment are Impartial Directors) or (iii) if there  are  fewer
          than three Impartial Directors or if the Board of Directors or the
          committee  appointed pursuant to clause (ii) of this paragraph  so
          directs (regardless  whether  the  members  thereof  are Impartial
          Directors),  independent  legal counsel, which may be the  regular
          outside counsel of the Corporation.
<PAGE>
                    (d)  "Disbursing  Officer" - the Chief Executive Officer
          of the Corporation or, if the  Chief  Executive Officer is a party
          to the Claim for which indemnification  is being sought, any offi-
          cer  not  a  party to such Claim who is designated  by  the  Chief
          Executive Officer to be the Disbursing Officer with respect to in-
          demnification  requests  related  to  the Claim, which designation
          shall be made promptly after receipt of  the  initial  request for
          indemnification with respect to such Claim.

                    (e)  "Expenses"  -  any  expenses  or  costs (including,
          without  limitation,  attorney's  fees,  judgments,  punitive   or
          exemplary damages, fines and amounts paid in settlement).

                    (f)  "Indemnitee" - each person who is or was a director
          or officer of the Corporation.

                12.2 Indemnity and Advancement of Expenses.

                    (a) To the extent such Expenses exceed the amounts reim-
               bursed  or  paid  pursuant to policies of liability insurance
               maintained  by the Corporation,  the  Corporation  shall  in-
               demnify each  Indemnitee  against  any  Expenses actually and
               reasonably  incurred  by  him  (as  they  are  incurred)   in
               connection  with  any Claim either against him or as to which
               he is involved solely as a witness or person required to give
               evidence, by reason  of  his  position  (i)  as a director or
               officer of the Corporation,  (ii) as a director or officer of
               any subsidiary of the Corporation, (iii) as a  fiduciary with
               respect  to any employee benefit plan of the Corporation,  or
               (iv) as a  director,  officer,  partner, employee or agent of
               another Corporation, partnership,  joint  venture,  trust  or
               other  for-profit  or not-for-profit entity or enterprise, if
               such  position  is  or   was  held  at  the  request  of  the
               Corporation, whether relating  to  service  in  such position
               before or after the effective date of this Section, if he (i)
               is  successful in his defense of the Claim on the  merits  or
               otherwise  or  (ii)  has  been  found by the Determining Body
               (acting in good faith) to have met  the  Standard  of Conduct
               (defined  below);  provided  that  (A)  the  amount otherwise
               payable by the Corporation may be reduced by the  Determining
               Body to such amount as it deems proper if it determines  that
               the  Claim  involved  the  receipt  of  a personal benefit by
               Indemnitee,  and  (B)  no indemnification shall  be  made  in
               respect of any Claim as  to  which Indemnitee shall have been
               adjudged by a court of competent  jurisdiction, after exhaus-
               tion of all appeals therefrom, to be  liable  for  willful or
               intentional misconduct in the performance of his duty  to the
               Corporation or to have obtained an improper personal benefit,
               unless,  and only to the extent that, a court shall determine
               upon application  that, despite the adjudication of liability
               but in view of all  the circumstances of the case, Indemnitee
               is  fairly and reasonably  entitled  to  indemnity  for  such
               Expenses as the court deems proper.
<PAGE>
                    (b)  The  Standard of Conduct is met when the conduct by
               an Indemnitee with  respect  to which a Claim is asserted was
               conduct  that  was  in  good faith  and  that  he  reasonably
               believed to be in, or not  opposed  to,  the best interest of
               the  Corporation,  and, in the case of a criminal  action  or
               proceeding, that he  had  no  reasonable cause to believe was
               unlawful.  The termination of any  Claim  by judgment, order,
               settlement, conviction, or upon a plea of nolo  contendere or
               its  equivalent,  shall  not, of itself, create a presumption
               that Indemnitee did not meet the Standard of Conduct.

                    (c) Promptly upon becoming aware of the existence of any
               Claim as to which he may be indemnified hereunder, Indemnitee
               shall notify the Chief Executive  Officer  of the Corporation
               of  the Claim and whether he intends to seek  indemnification
               hereunder.   If such notice indicates that Indemnitee does so
               intend, the Chief Executive Officer shall promptly advise the
               Board thereof  and notify the Board that the establishment of
               the Determining  Body  with  respect  to  the Claim will be a
               matter presented at the next regularly scheduled  meeting  of
               the  Board.   After the Determining Body has been established
               the  Chief Executive  Officer  shall  inform  the  Indemnitee
               thereof  and  Indemnitee  shall  immediately  provide the De-
               termining Body with all facts relevant to the Claim  known to
               him.  Within 60 days of the receipt of such information,  to-
               gether  with  such  additional information as the Determining
               Body may request of Indemnitee,  the  Determining  Body shall
               determine,  and shall advise Indemnitee of its determination,
               whether Indemnitee has met the Standard of Conduct.

                    (d) During such 60-day period, Indemnitee shall promptly
               inform the Determining  Body  upon  his becoming aware of any
               relevant  facts  not  therefore  provided   by   him  to  the
               Determining  Body,  unless the Determining Body has  obtained
               such facts by other means.

                    (e) In the case  of  any Claim not involving a proposed,
               threatened or pending criminal proceeding,

                         (i)  if Indemnitee  has, in the good faith judgment
               of the Determining Body, met the  Standard  of  Conduct,  the
               Corporation  may,  in  its  sole  discretion  after notice to
               Indemnitee, assume all responsibility for the defense  of the
               Claim,  and, in any event, the Corporation and the Indemnitee
               each shall  keep the other informed as to the progress of the
               defense, including  prompt  disclosure  of  any proposals for
               settlement; provided that if the Corporation  is  a  party to
               the Claim and Indemnitee reasonably determines that there  is
               a  conflict  between  the  positions  of  the Corporation and
               Indemnitee with respect to the Claim, then  Indemnitee  shall
               be  entitled  to  conduct  his  defense,  with counsel of his
               choice;  and provided further that Indemnitee  shall  in  any
               event be entitled  at his expense to employ counsel chosen by
               him to participate in the defense of the Claim; and
<PAGE>
                         (ii)  the  Corporation  shall  fairly  consider any
               proposals by Indemnitee for settlement of the Claim.   If the
               Corporation  (A)  proposes  a  settlement  acceptable  to the
               person  asserting  the  Claim,  or  (B) believes a settlement
               proposed  by the person asserting the  Claim  should  be  ac-
               cepted, it  shall  inform Indemnitee of the terms thereof and
               shall  fix  a  reasonable  date  by  which  Indemnitee  shall
               respond.  If Indemnitee  agrees  to  such terms, he shall ex-
               ecute such documents as shall be necessary to effect the set-
               tlement.  If he does not agree he may  proceed  with  the de-
               fense of the Claim in any manner he chooses, but if he is not
               successful on the merits or otherwise, the Corporation's  ob-
               ligation to indemnify him for any Expenses incurred following
               his  disagreement  shall  be limited to the lesser of (A) the
               total Expenses incurred by  him following his decision not to
               agree  to such proposed settlement  or  (B)  the  amount  the
               Corporation would have paid pursuant to the terms of the pro-
               posed settlement.  If, however, the proposed settlement would
               impose upon Indemnitee any requirement to act or refrain from
               acting that  would  materially  interfere with the conduct of
               his affairs, Indemnitee may refuse  such  settlement and pro-
               ceed with the defense of the Claim, if he so  desires, at the
               Corporation's  expense  without  regard  to  the  limitations
               imposed  by  the  preceding  sentence.  In no event, however,
               shall the Corporation be obligated  to  indemnify  Indemnitee
               for any amount paid in a settlement that the Corporation  has
               not approved.

                    (f)  In  the  case  of  a  Claim  involving  a proposed,
               threatened  or pending criminal proceeding, Indemnitee  shall
               be entitled to  conduct the defense of the Claim, and to make
               all decisions with  respect  thereto,  with  counsel  of  his
               choice,  provided, however, that the Corporation shall not be
               obligated  to  indemnify  Indemnitee  for  an  amount paid in
               settlement that the Corporation has not approved.

                    (g) After notifying the Corporation of the  existence of
               a  Claim,  Indemnitee  may  from  time  to  time request  the
               Corporation to pay the Expenses (other than judgments, fines,
               penalties or amounts paid in settlement) that  he  incurs  in
               pursuing  a  defense  of the Claim prior to the time that the
               Determining Body determines  whether  the Standard of Conduct
               has been met.  If the Disbursing Officer  believes the amount
               requested  to be reasonable, he shall pay to  Indemnitee  the
               amount requested (regardless of Indemnitee's apparent ability
               to repay such amount) upon receipt of an undertaking by or on
               behalf  of Indemnitee  to  repay  such  amount  if  it  shall
               ultimately  be  determined  that  he  is  not  entitled to be
               indemnified  by the Corporation under the circumstances.   If
               the Disbursing  Officer  does  not  believe such amount to be
               reasonable, the Corporation shall pay  the  amount  deemed by
               him to be reasonable and Indemnitee may apply directly to the
               Determining Body for the remainder of the amount requested.
<PAGE>
                    (h)  After the Determining Body has determined that  the
               Standard of Conduct was met, for so long as and to the extent
               that the Corporation  is  required  to  indemnify  Indemnitee
               under  this Agreement, the provisions of Paragraph (g)  shall
               continue  to  apply  with  respect to Expenses incurred after
               such time except that (i) no undertaking shall be required of
               Indemnitee  and  (ii) the Disbursing  Officer  shall  pay  to
               Indemnitee such amount  of  any fines, penalties or judgments
               against him which have become  final  as  the  Corporation is
               obligated to indemnify him.

                    (i) Any determination by the Corporation with respect to
               settlements of a Claim shall be made by the Determining Body.

                    (j) The Corporation and Indemnitee shall keep  confiden-
               tial,  to  the  extent  permitted  by law and their fiduciary
               obligations, all facts and determinations  provided  or  made
               pursuant  to or arising out of the operation of this Section,
               and the Corporation  and Indemnitee shall instruct its or his
               agents and employees to do likewise.

                12.3 Enforcement.

                    (a)  The  rights  provided  by  this  Section  shall  be
               enforceable  by  Indemnitee   in   any   court  of  competent
               jurisdiction.

                    (b) If Indemnitee seeks a judicial adjudication  of  his
               rights  under  this  Section  Indemnitee shall be entitled to
               recover from the Corporation, and shall be indemnified by the
               Corporation  against,  any  and  all  Expenses  actually  and
               reasonably incurred by him in connection with such proceeding
               but only if he prevails therein.   If  it shall be determined
               that Indemnitee is entitled to receive part  but  not  all of
               the  relief sought, then the Indemnitee shall be entitled  to
               be reimbursed  for all Expenses incurred by him in connection
               with such judicial  adjudication if the amount to which he is
               determined to be entitled  exceeds  50%  of the amount of his
               claim.   Otherwise, the Expenses incurred  by  Indemnitee  in
               connection   with   such   judicial   adjudication  shall  be
               appropriately prorated.

                    (c)  In  any  judicial  proceeding  described   in  this
               subsection,  the Corporation shall bear the burden of proving
               that Indemnitee  is  not entitled to any Expenses sought with
               respect to any Claim.
<PAGE>
                12.4 Saving Clause.   If  any  provision  of this Section is
               determined by a court having jurisdiction over  the matter to
               require the Corporation to do or refrain from doing  any  act
               that  is  in  violation of applicable law, the court shall be
               empowered to modify  or  reform  such  provision  so that, as
               modified  or  reformed,  such  provision provides the maximum
               indemnification permitted by law,  and  such provision, as so
               modified or reformed, and the balance of  this Section, shall
               be applied in accordance with their terms.   Without limiting
               the  generality  of  the  foregoing, if any portion  of  this
               Section shall be invalidated  on  any ground, the Corporation
               shall nevertheless indemnify an Indemnitee to the full extent
               permitted  by any applicable portion  of  this  Section  that
               shall not have  been  invalidated and to the full extent per-
               mitted by law with respect  to that portion that has been in-
               validated.

                12.5 Non-Exclusivity.

                    (a)  The indemnification  and  advancement  of  Expenses
               provided by  or granted pursuant to this Section shall not be
               deemed exclusive  of  any other rights to which Indemnitee is
               or  may  become  entitled   under  any  statute,  article  of
               incorporation,  by-law,  authorization   of  shareholders  or
               directors, agreement, or otherwise.

                    (b) It is the intent of the Corporation  by this Section
               to indemnify and hold harmless Indemnitee to the  fullest ex-
               tent permitted by law, so that if applicable law would permit
               the  Corporation  to  provide broader indemnification  rights
               than are currently permitted, the Corporation shall indemnify
               and hold harmless Indemnitee  to the fullest extent permitted
               by applicable law notwithstanding  that  the  other  terms of
               this Section would provide for lesser indemnification.

                 12.6 Successors and Assigns.  This Section shall be binding
               upon  the  Corporation, its successors and assigns, and shall
               inure to the  benefit  of  the  Indemnitee's  heirs, personal
               representatives,  and  assigns  and  to  the benefit  of  the
               Corporation, its successors and assigns.

                12.7 Indemnification of Other Persons.  The  Corporation may
               indemnify  any  person  not covered by Sections 12.1  through
               12.6 to the extent provided in a resolution of the Board or a
               separate section of these By-laws.
<PAGE>
                                      SECTION 13

                                      AMENDMENTS

               13.1 Adoption of By-laws;  Amendments  Thereof.  By-laws  of
               the Corporation may be adopted only by (i) a majority of the
               entire  Board  of  Directors  at  any  time when there is no
               Related Person (as defined in Article V.A.2  of the Articles
               of  Incorporation)  or  (ii)  both a majority of the  entire
               Board  of  Directors  and  a  majority   of  the  Continuing
               Directors (as defined in Article V.A.4 of  the  Articles  of
               Incorporation)  at  any  time when there is a Related Person
               Article (as defined in Article  V.A.2  of  the  Articles  of
               Incorporation).   By-laws may be amended or repealed only by
               (i) a majority of the  entire Board of Directors at any time
               when there is no Related  Person  (except that any amendment
               to or repeal of Section 6 of these  By-laws shall require an
               affirmative vote of at least three-quarters  of  the  entire
               Board  of  Directors),  (ii)  both  a majority of the entire
               Board and a majority of the Continuing Directors at any time
               when there is a Related Person (as defined  in Article V.A.2
               of the Articles of Incorporation), or (iii) the  affirmative
               vote  of  the  holders  of  at least 80% of the Total Voting
               Power at any regular or special meeting of shareholders, the
               notice of which expressly states that the proposed amendment
               or repeal is to be considered at the meeting.

               13.2 Re-Amendment or Re-adoption by Board of Directors.  Any
               provision  of  these  By-laws amended  or  repealed  by  the
               shareholders may be re-amended  or  re-adopted in the manner
               provided in Section 13.1.

               13.3  New By-laws; Amendments.  Any purported  amendment  to
               these By-laws  which  would  add hereto a matter not covered
               herein prior to such purported  amendment shall be deemed to
               constitute the adoption of a By-law  provision  and  not  an
               amendment to the By-laws.
<PAGE>