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,
                  Section 12 of which was amended on August 4,
               1997, Section 5.2 of which was amended on November
                                  3, 1997, and
               Section 3.1 of which was amended on March 23, 1998)

                                    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  shareholders,  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.

         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.
<PAGE>
         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.

         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:
<PAGE>
                  (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:

                  (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.
<PAGE>
                  (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.

                                    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 six 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.
<PAGE>
         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.

         3.4 General Election. At each annual meeting of shareholders, 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 (including 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.   Notwithstanding
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.  Nominations  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.
<PAGE>
                                    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 shareholders' 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.

         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.
<PAGE>
         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.

                                    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.
<PAGE>
         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,  and
shall have plenary  authority with respect to all compensation  related matters.
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.

         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 affirmative 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.
<PAGE>
         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.

                                    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  implementing  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 signature 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  shareholders 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.
<PAGE>
                                   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 Corporation.

                  (b)  "Claim" - any  threatened,  pending or  completed  claim,
action,  suit,  or  proceeding,  whether  civil,  criminal,   administrative  or
investigative and whether made judicially or  extra-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  indemnification 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.

                  (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 officer not a party to such Claim who is
designated  by the Chief  Executive  Officer to be the  Disbursing  Officer with
respect to  indemnification  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.
<PAGE>
         12.2     Indemnity and Advancement of Expenses.

                  (a) To the extent such Expenses exceed the amounts  reimbursed
or  paid  pursuant  to  policies  of  liability  insurance   maintained  by  the
Corporation,  the  Corporation  shall  indemnify  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  exhaustion 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.

                  (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 Determining  Body with all facts relevant to the Claim known to him.
Within 60 days of the receipt of such information, together 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.
<PAGE>
                  (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

                           (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
accepted,  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  execute  such  documents  as  shall be necessary to effect the
settlement. If he does not agree he may proceed with the defense of the Claim in
any manner he chooses,  but if he is not successful  on the merits or otherwise,
the  Corporation's  obligation  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  proposed  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 proceed 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.
<PAGE>
                  (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.

                  (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 confidential, 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  permitted by law with respect to that
portion that has been invalidated.

         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 extent  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.

                                   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.
<PAGE>
         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.