<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>4
<FILENAME>c-ex3bylaws.txt
<DESCRIPTION>EX 3 ARTICLES OF INCORPORATION AND BY LAWS
<TEXT>
<page>  1










                                   BY-LAWS

                                     OF

                             THE BOEING COMPANY

                         (As amended June 25, 2001)









































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<page>   2
                             THE BOEING COMPANY
                                   BY-LAWS
                              TABLE OF CONTENTS

                                  ARTICLE I
                           Stockholders' Meetings
                                                                  Page
Section 1.      Annual Meetings                                      1
Section 2.      Special Meetings                                     1
Section 3.      Place of Meeting                                     1
Section 4.      Notice of Meetings                                   1
Section 5.      Waivers of Notice                                    2
Section 6.      Quorum                                               2
Section 7.      Proxies                                              2
        7.1     Appointment                                          2
        7.2     Delivery to Corporation; Duration                    3
Section 8.      Inspectors of Election                               3
        8.1     Appointment                                          3
        8.2     Duties                                               3
        8.3     Determination of Proxy Validity                      3
Section 9.      Fixing the Record Date                               3
        9.1     Meetings                                             3
        9.2     Consent to Corporate Action Without a Meeting        4
        9.3     Dividends, Distributions, and Other Rights           4
        9.4     Voting List                                          4
Section 10.     Action By Stockholders Without a Meeting             5
Section 11.     Business and Nominations at Stockholders' Meetings   5
        11.1    Business and Nominations at Annual Meetings          5
        11.2    Stockholder Notice                                   6
        11.3    Business and Nominations at Special Meetings         6
        11.4    Stockholder Meeting Procedures                       6
        11.5    Public Announcement of Stockholders' Meetings        7
Section 12.     Notice to Corporation                                7

























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                                 ARTICLE II
                             Board of Directors

Section 1.      Number and Term of Office                            7
Section 2.      Nomination and Election                              8
        2.1     Nomination                                           8
        2.2     Election                                             8
Section 3.      Place of Meeting                                     8
Section 4.      Annual Meeting                                       8
Section 5.      Stated Meetings                                      8
Section 6.      Special Meetings                                     8
        6.1     Convenors and Notice                                 8
        6.2     Waiver of Notice                                     8
Section 7.      Quorum and Manner of Acting                          8
Section 8.      Chairman of the Board                                9
Section 9.      Resignations                                         9
Section 10.     Removal of Directors                                 9
Section 11.     Filling of Vacancies Not Caused by Removal           9
Section 12.     Directors' Fees                                      9
Section 13.     Action Without a Meeting                             9

                                 ARTICLE III
                              Board Committees

Section 1.      Audit Committee                                      10
Section 2.      Other Committees                                     10
        2.1     Committee Powers                                     10
        2.2     Committee Members                                    10
Section 3.      Quorum and Manner of Acting                          10

                                 ARTICLE IV
                            Officers and Agents:
                   Terms, Compensation, Removal, Vacancies

Section 1.      Officers                                             11
Section 2.      Term of Office                                       11
Section 3.      Salaries of Elected Officers                         11
Section 4.      Bonuses                                              11




















                                      3
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Section 5.      Removal of Elected and Appointed Officers            11
Section 6.      Vacancies                                            11

                                  ARTICLE V
                         Officers' Duties and Powers

Section 1.      Chairman of the Board                                12
Section 2.      President                                            12
Section 3.      Chief Executive Officer                              12
Section 4.      Vice Presidents and Controller                       12
Section 5.      Secretary                                            12
Section 6.      Treasurer                                            13
Section 7.      Additional Powers and Duties                         13
Section 8.      Disaster Emergency Powers of Acting Officers         13

                                 ARTICLE VI
                        Stock and Transfers of Stock

Section 1.      Stock Certificates                                   14
Section 2.      Transfer Agents and Registrars                       14
Section 3.      Transfers of Stock                                   14
Section 4.      Lost Certificates                                    14

                                 ARTICLE VII
                                Miscellaneous

Section 1.      Fiscal Year                                          14
Section 2.      (Repealed)
Section 3.      Signing of Negotiable Instruments                    14
Section 4.      Indemnification of Directors and Officers            15
        4.1     Right to Indemnification                             15
        4.2     Right of Indemnitee to Bring Suit                    16
        4.3     Nonexclusivity of Rights                             16
        4.4     Insurance, Contracts, and Funding                    16
        4.5     Persons Serving Other Entities                       16
        4.6     Indemnification of Employees and Agents              17
                 of the Corporation
        4.7     Procedures for the Submission of Claims              17

                                ARTICLE VIII
                                 Amendments

Section 1.      Amendment of the By-Laws: General                    17
Section 2.      Amendments as to Compensation and
                 Removal of Officers                                 17
Section 3.      Amendments as to Shareholder Meetings, Directors     18
Section 4.      Amendment of this Article VIII                       18










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<page>  5
                                   BY-LAWS
                                     OF
                             THE BOEING COMPANY

                                  ARTICLE I

                           Stockholders' Meetings

SECTION 1.  Annual Meetings.
The Annual Meeting of the stockholders shall be held on the last Monday in the
month of April in each year, or, if that day be a legal holiday, on the next
succeeding day not a legal holiday, at 11:00 a.m., for the election of
directors and the transaction of such other business as may come before the
meeting.

SECTION 2.  Special Meetings.
A special meeting of the stockholders may be called at any time by the Board
of Directors, or by stockholders holding together at least twenty-five percent
of the outstanding shares of stock entitled to vote, except as otherwise
provided by statute or by the Certificate of Incorporation or any amendment
thereto.

SECTION 3.  Place of Meeting.
All meetings of the stockholders of the Corporation shall be held at such
place or places within or without the State of Delaware as may from time to
time be fixed by the Board of Directors or as shall be specified or fixed in
the respective notices or waivers of notice thereof.

SECTION 4.  Notice of Meetings.
Except as otherwise required by statute and as set forth below, notice of each
annual or special meeting of stockholders shall be given to each stockholder
of record entitled to vote at such meeting not less than thirty nor more than
sixty (or the maximum number permitted by applicable law) days before the
meeting date.  If the Corporation has an Interested Stockholder as defined in
Article EIGHTH of the Certificate of Incorporation, notice of each special
meeting of stockholders shall be given to each stockholder of record entitled
to vote at such meeting not less than fifty-five nor more than sixty (or the
maximum number permitted by applicable law) days before the meeting date,
unless the calling of such meeting is ratified by the affirmative vote of a
majority of the Continuing Directors as defined in Article EIGHTH of the
Certificate of Incorporation, in which case notice of such special meeting
shall be given to each stockholder of record entitled to vote at such meeting
not less than thirty nor more than sixty (or the maximum number permitted by
applicable law) days before the meeting date.  Such notice shall be given by
delivering to each stockholder a written or printed notice thereof either
personally or by mailing such notice in a postage-prepaid envelope addressed
to the stockholder's address as it appears on the stock books of the
Corporation.  Except as otherwise required by statute, no publication of any
notice of a meeting of stockholders shall be required.  Every notice of a
meeting of stockholders shall state the place, date, and hour of the meeting
and, in the case of a special meeting, the purpose or purposes for which the
meeting is called.






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SECTION 5.  Waivers of Notice.
Whenever any notice is required to be given to any stockholder under the
provisions of these By-Laws, the Certificate of Incorporation, or the Delaware
General Corporation Law, a waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.  The
attendance of a stockholder at a meeting, in person or by proxy, shall
constitute a waiver of notice of such meeting, except when a stockholder
attends a meeting for the express purpose of objecting, at the beginning of
the meeting, to the transaction of any business because the meeting is not
lawfully called or convened.

SECTION 6.  Quorum.
At all meetings of stockholders, except when otherwise provided by statute or
by the Certificate of Incorporation or any amendment thereto, or by the By-
Laws, the presence, in person or by proxy duly authorized, of the holders of
one-third of the outstanding shares of stock entitled to vote shall constitute
a quorum for the transaction of business; and except as otherwise provided by
statute or rule of law, or by the Certificate of Incorporation or any
amendment thereto, or by the By-Laws, the vote, in person or by proxy, of the
holders of a majority of the shares constituting such quorum shall be binding
upon all stockholders of the Corporation.  In the absence of a quorum, a
majority of the shares present in person or by proxy and entitled to vote may
adjourn any meeting, from time to time but not for a period of more than
thirty days at any one time, until a quorum shall attend.  At any such
adjourned meeting at which a quorum shall be present, any business may be
transacted which might have been transacted at the meeting as originally
called.  Unless otherwise provided by statute, no notice of an adjourned
meeting need be given.

SECTION 7.  Proxies.
7.1  Appointment.  Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for such
stockholder by proxy.  Such authorization may be accomplished by (a) the
stockholder or such stockholder's authorized officer, director, employee, or
agent executing a writing or causing his or her signature to be affixed to
such writing by any reasonable means, including facsimile signature, or (b) by
transmitting or authorizing the transmission of a telegram, cablegram, or
other means of electronic transmission to the intended holder of the proxy or
to a proxy solicitation firm, proxy support service, or similar agent duly
authorized by the intended proxy holder to receive such transmission;
provided, that any such telegram, cablegram, or other electronic transmission
must either set forth or be accompanied by information from which it can be
determined that the telegram, cablegram, or other electronic transmission was
authorized by the stockholder.  Any copy, facsimile telecommunication, or
other reliable reproduction of the writing or transmission by which a
stockholder has authorized another person to act as proxy for such stockholder
may be substituted or used in lieu of the original writing or transmission for
any and all purposes for which the original writing or transmission could be
used, provided that such copy, facsimile telecommunication, or other
reproduction shall be a complete reproduction of the entire original writing
or transmission.





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7.2  Delivery to Corporation; Duration.  A proxy shall be filed with the
Secretary of the Corporation before or at the time of the meeting or the
delivery to the Corporation of the consent to corporate action in writing.  A
proxy shall become invalid three years after the date of its execution, unless
otherwise provided in the proxy.  A proxy with respect to a specified meeting
shall entitle the holder thereof to vote at any reconvened meeting following
adjournment of such meeting but shall not be valid after the final adjournment
thereof.

SECTION 8.  Inspectors of Election.
8.1  Appointment.  In advance of any meeting of stockholders, the Board of
Directors of the Corporation shall appoint one or more persons to act as
inspectors of election at such meeting and to make a written report thereof.
The Board of Directors may designate one or more persons to serve as alternate
inspectors to serve in place of any inspector who is unable or fails to act.
If no inspector or alternate is able to act at a meeting of stockholders, the
chairman of such meeting shall appoint one or more persons to act as inspector
of elections at such meeting.

8.2  Duties.  The inspectors shall:  (a) ascertain the number of shares of the
Corporation outstanding and the voting power of each such share; (b) determine
the shares represented at the meeting and the validity of proxies and ballots;
(c) count all votes and ballots; (d) determine and retain for a reasonable
period of time a record of the disposition of any challenges made to any
determination by them; and (e) certify their determination of the number of
shares represented at the meeting and their count of the votes and ballots.
Each inspector of election shall, before entering upon the discharge of his or
her duties, take and sign an oath to faithfully execute the duties of inspector
with strict impartiality and according to the best of his or her ability.  The
inspectors of election may appoint or retain other persons or entities to
assist them in the performance of their duties.

8.3  Determination of Proxy Validity.  The validity of any proxy or ballot
executed for a meeting of stockholders shall be determined by the inspectors
of election in accordance with the applicable provisions of the Delaware
General Corporation Law as then in effect.  In determining the validity of
any proxy transmitted by telegram, cablegram, or other electronic
transmission, the inspectors shall record in writing the information upon
which they relied in making such determination.

SECTION 9.  Fixing the Record Date.
9.1  Meetings.  For the purpose of determining stockholders entitled to notice
of and to vote at any meeting of stockholders or any adjournment thereof, the
Board of Directors may fix a record date, which record date shall not precede
the date on which the resolution fixing the record date is adopted by the Board
of Directors, and which record date shall be not fewer than thirty nor more than
sixty (or the maximum number permitted by applicable law) days before the date
of such meeting.  If the corporation has an Interested Stockholder as defined in
Article EIGHTH of the Certificate of Incorporation, the record date for each
special meeting of stockholders shall be not fewer than fifty-five nor more than
sixty (or the maximum number permitted by applicable law) days before the
meeting date, unless the calling of such meeting is ratified by the affirmative
vote of a majority of the Continuing Directors, as defined in Article EIGHTH of
the Certificate of Incorporation.  If no record date is fixed by the Board of
Directors, the record date for determining stockholders entitled to notice of
and to vote at a meeting of stockholders shall be at the close of business on
the day next preceding the day on which notice is given, or, if notice is

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9.1  Meetings.  (continued)
waived, at the close of business on the day next preceding the day on which the
meeting is held.  A determination of stockholders of record entitled to notice
of and to vote at a meeting of stockholders shall apply to any adjournment of
the meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

9.2  Consent to Corporate Action Without a Meeting.  For the purpose of
determining the stockholders entitled to consent to corporate action in writing
without a meeting, the Board of Directors may fix a record date, which record
date shall not precede the date on which the resolution fixing the record date
is adopted by the Board of Directors, and which date shall not be more than ten
(or the maximum number permitted by applicable law) days after the date on
which the resolution fixing the record date is adopted by the Board of
Directors.  If no record date has been fixed by the Board of Directors, the
record date for determining stockholders entitled to consent to corporate
action in writing without a meeting, when no prior action by the Board of
Directors is required by Chapter 1 of the Delaware General Corporation Law as
now or hereafter amended, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the Corporation by delivery to its registered office in the State of Delaware,
its principal place of business, or an officer or agent of the Corporation
having custody of the records of proceedings of meetings of stockholders.
Delivery made to the Corporation's registered office shall be by hand or by
certified or registered mail, return receipt requested.  If no record date has
been fixed by the Board of Directors and prior action by the Board of Directors
is required by Chapter 1 of the Delaware General Corporation Law as now or
hereafter amended, the record date for determining stockholders entitled to
consent to corporate action in writing without a meeting shall be at the close
of business on the day on which the Board of Directors adopts the resolution
taking such prior action.

9.3  Dividends, Distributions, and Other Rights.  For the purpose of
determining the stockholders entitled to receive payment of any dividend or
other distribution or allotment of any rights or the stockholders entitled to
exercise any rights in respect of any change, conversion, or exchange of stock,
or for the purpose of any other lawful action, the Board of Directors may fix a
record date, which record date shall not precede the date on which the
resolution fixing the record date is adopted, and which record date shall be
not more than sixty (or the maximum number permitted by applicable law) days
prior to such action.  If no record date is fixed, the record date for
determining stockholders for any such purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto.

9.4.  Voting List.  At least ten days before each meeting of stockholders, a
complete list of the stockholders entitled to vote at such meeting shall be
made, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder.  This list shall be open to examination by any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a
period of ten days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified in the notice
of the meeting, or, if not so specified, at the place where the meeting is to
be held.  The list shall also be produced and kept at such meeting for
inspection by any stockholder who is present.


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SECTION 10.  Action by Stockholders Without a Meeting.
Subject to the provisions of Article NINTH of the Certificate of
Incorporation, any action which could be taken at any annual or special
meeting of stockholders may be taken without a meeting, without prior notice,
and without a vote, if a consent or consents in writing, setting forth the
action so taken, are (a) signed by the holders of outstanding stock having
not fewer than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and (b) delivered to the Corporation by
delivery to its registered office in the State of Delaware, its principal
place of business, or an officer or agent of the Corporation having custody
of the records of proceedings of meetings of stockholders.  Delivery made to
the Corporation's registered office shall be by hand or by certified mail or
registered mail, return receipt requested.  Every written consent shall bear
the date of signature of each stockholder who signs the consent and no
written consent shall be effective to take the corporate action referred to
therein unless written consents signed by a sufficient number of stockholders
to take such action are delivered to the Corporation, in the manner required
by this section, within sixty (or the maximum number permitted by applicable
law) days of the date of the earliest dated consent delivered to the
Corporation in the manner required by this section.  The validity of any
consent executed by a proxy for a stockholder pursuant to a telegram,
cablegram, or other means of electronic transmission transmitted to such
proxy holder by or upon the authorization of the stockholder shall be
determined by or at the direction of the Secretary of the Corporation.  A
written record of the information upon which the person making such
determination relied shall be made and kept in the records of the proceedings
of the stockholders.  Any such consent shall be inserted in the minute book
as if it were the minutes of a meeting of the stockholders.  Prompt notice of
the taking of the corporate action without a meeting by less than unanimous
written consent shall be given to those stockholders who have not consented
in writing.

SECTION 11.  Business and Nominations at Stockholders' Meetings.
11.1    Business and Nominations at Annual Meetings.  In addition to the
election of directors, other proper business may be transacted at the annual
meeting of stockholders, provided that such business is a proper matter for
stockholder action and is properly brought before such meeting. To be
properly brought before an annual meeting, nominations of persons for
election to the Board of Directors and business to be considered by
stockholders must be (a) made or brought by or at the direction of the Board
of Directors, or (b) made or brought before the meeting by a stockholder of
the Corporation who is a stockholder of record at the time of giving notice
as required in this By-Law, who is entitled to vote at the meeting, and who
complies with the notice procedures set forth in this By-Law.  Notice by a
stockholder pursuant to (b) above must be in writing, in accordance with
Section 12 of this Article I, and received by the Secretary not earlier than
the one-hundred and twentieth day nor later than the close of business on the
ninetieth day prior to the date specified in Section 1 of this Article I for
such annual meeting; provided, however, that in the event that the date of
the annual meeting is more than thirty days before or more than sixty days
after such date, notice by the stockholder must be received by the Secretary
not earlier than the one-hundred and twentieth day prior to such annual
meeting and not later than the close of business on the ninetieth day prior
to such annual meeting or the tenth day following the day on which public
announcement of the date of such meeting is first made by the Corporation.


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11.2	Stockholder Notice.  Any stockholder notice given pursuant to Section
11.1 shall set forth (i) the name and address of the stockholder proposing
such business and of the beneficial owner, if any, on whose behalf the
proposal or nomination is made; (ii) a representation that the stockholder is
entitled to vote at such meeting and a statement of the number of shares of
the Corporation which are owned by the stockholder and the number of shares
which are beneficially owned by the beneficial owner, if any; (iii) a
representation that the stockholder intends to appear in person or by proxy
at the meeting to nominate the person or persons or to propose the business
specified in the notice; and (iv) as to each person the stockholder proposes
to nominate for election or re-election as a director, the name and address
of such person and such other information regarding such nominee as would be
required in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission had such nominee been nominated by the
Board of Directors, and a description of any arrangements or understandings,
between the stockholder and such nominee and any other persons (including
their names), pursuant to which the nomination is to be made, and the written
consent of each such nominee to being named in the proxy statement as a
nominee and to serving as a director if elected; or, as to each matter the
stockholder proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the reasons for conducting
such business at the meeting, the language of the business matter (if
appropriate), and any material interest of the stockholder in such business.

11.3    Business and Nominations at Special Meetings.  At any special meeting
of the stockholders, only such business as is specified in the notice of such
special meeting given by or at the direction of the person or persons calling
such meeting, in accordance with Section 2 of this Article I, shall come
before such meeting.  Nominations of persons for election to the Board of
Directors may be made at a special meeting of stockholders at which directors
are to be elected pursuant to the Corporation's notice of meeting (a) by or
at the direction of the Board of Directors or (b) provided that the Board of
Directors has determined that directors shall be elected at such meeting, by
any stockholder of the Corporation who is a stockholder of record at the time
of giving of notice provided for in this By-Law, who shall be entitled to
vote at the meeting and who complies with the notice procedures set forth in
this By-Law.  In the event the Corporation calls a special meeting of
stockholders for the purpose of electing one or more directors to the Board
of Directors, any such stockholder may nominate a person or persons for
election to such position(s) as specified in the Corporation's notice of
meeting, if the stockholder's notice required by paragraph 11.1 of this By-
Law shall be delivered to the Secretary not earlier than the one hundred and
twentieth day nor later than the ninetieth day prior to such special meeting
or the tenth day following the day on which public announcement is first made
of the date of the special meeting and of the nominees proposed by the Board
of Directors to be elected at such meeting.

11.4	Stockholder Meeting Procedures.  No business shall be conducted nor
director nominations made at any meeting of stockholders except in accordance
with this Section 11.  If the facts warrant, the Board of Directors, or the
chairman of a stockholders' meeting at which directors are to be elected, may
determine and declare (a) that a proposal does not constitute proper business
to be transacted at the meeting or (b) that business was not properly brought
before the meeting in accordance with the provisions of this Section 11 or
(c) that a nomination was not made in accordance with this Section 11; and,
if it is so determined, the defective proposal or nomination shall be
disregarded and shall not be transacted or acted upon. The right of
stockholders to bring business before or to make nominations pursuant to the
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11.4    Stockholder Meeting Procedures.  (continued)
foregoing procedure is subject 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.  The procedures set forth in this Section 11 for
stockholders' bringing business before a stockholders' meeting or
stockholders' making nominations for the election of directors are in
addition to, and not in lieu or limitation of, (a) any procedures now in
effect or hereafter adopted by or at the direction of the Board of Directors
or any committee thereof and (b) the requirements set forth in Rule 14a-8 and
Rule 14a-11 under Section 14 of the Securities Exchange Act of 1934, or any
successor provisions.

11.5	Public Announcement of Stockholders' Meetings. For purposes of this By-
Law, "public announcement" as to an annual or special meeting of stockholders
shall mean disclosure in a press release reported by the Dow Jones News
Service, Associated Press or comparable national news service or in a
document publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.  In no
event shall the public announcement of an adjournment of an annual or special
meeting commence a new time period for the giving of a stockholder's notice
as described above.

SECTION 12.  Notice to Corporation.
Any written notice required to be delivered by a stockholder to the
Corporation pursuant to Section 11.1 of this Article I or Section 2.1 of
Article II must be given, either by personal delivery or by registered or
certified mail, postage prepaid, to the Secretary at the Corporation's
executive offices in the City of Seattle, State of Washington.

                                 ARTICLE II
                             Board of Directors

SECTION 1.  Number and Term of Office.
The number of directors shall be thirteen, but the number may be increased,
or decreased to not less than three, from time to time, either by the
directors by adoption of a resolution to such effect or by the stockholders
by amendment of the By-Laws in accordance with Article VIII hereof.  The
directors shall be divided into three classes, each of which shall be
composed as nearly as possible of one-third of the directors.  Each director
shall serve for the term to which the director was elected, and until a
successor shall have been elected and qualified or until the director's prior
death, resignation, or removal.  At each annual election, directors shall be
chosen for a full three-year term to succeed those whose terms expire.


SECTION 2.  Nomination and Election.
2.1	Nomination.  Only persons who are nominated in accordance with Article
I, Section 11 of these By-Laws shall be eligible for election as directors.

2.2     Election.  At each election of directors, the persons receiving the
greatest number of votes shall be the directors.

SECTION 3.  Place of Meeting.
Meetings of the Board of Directors, or of any committee thereof, may be held
either within or without the State of Delaware.



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SECTION 4.  Annual Meeting.
Each year the Board of Directors shall meet in connection with the annual
meeting of stockholders for the purpose of electing officers and for the
transaction of other business.  No notice of such meeting is required.  Such
annual meeting may be held at any other time or place which shall be specified
in a notice given as hereinafter provided for special meetings of the Board,
or in a consent and waiver of notice thereof, signed by all the directors.

SECTION 5.  Stated Meetings.
The Board of Directors may, by resolution adopted by affirmative vote of a
majority of the whole Board, from time to time appoint the time and place for
holding stated meetings of the Board, if by it deemed advisable; and such
stated meetings shall thereupon be held at the time and place so appointed,
without the giving of any special notice with regard thereto.  In case the day
appointed for a stated meeting shall fall upon a legal holiday, such meeting
shall be held on the next following day, not a legal holiday, at the regularly
appointed hour.  Except as otherwise provided in the By-Laws, any and all
business may be transacted at any stated meeting.

SECTION 6.  Special Meetings.
6.1  Convenors and Notice.  Special meetings of the Board of Directors may be
called by or at the request of the Chairman of the Board or any two directors.
Notice of a special meeting of the Board of Directors, stating the place, day,
and hour of the meeting, shall be given to each director in writing (by mail,
wire, facsimile, or personal delivery) or orally (by telephone or in person).

6.2  Waiver of Notice.  With respect to a special meeting of the Board of
Directors, a written waiver, signed by a director, shall be deemed equivalent
to notice to that director.  A director's attendance at a meeting shall
constitute that director's waiver of notice of such meeting, except when the
director attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the
meeting was not lawfully called or convened.  Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the waiver of notice of such meeting.


SECTION 7.  Quorum and Manner of Acting.
Except as herein otherwise provided, forty percent of the total number of
directors fixed by or in the manner provided in these By-Laws at the time of
any stated or special meeting of the Board or, if vacancies exist on the Board
of Directors, forty percent of such number of directors then in office,
provided, however, that such number may not be less than one-third of the
total number of directors fixed by or in the manner provided in these By-Laws,
shall constitute a quorum for the transaction of business; and, except as
otherwise required by statute or by the Certificate of Incorporation or any
amendment thereto, or by the By-Laws, the act of a majority of the directors
present at any such meeting at which a quorum is present shall be the act of
the Board of Directors.  In the absence of a quorum, a majority of the
directors present may adjourn any meeting, from time to time, until a quorum
is present.  No notice of any adjourned meeting need be given.

SECTION 8.  Chairman of the Board.
The Chairman of the Board shall preside, when present, at all meetings of the
Board, except as otherwise provided by law.



                                     12
<page>  13
SECTION 9.  Resignations.
Any director of the Corporation may resign at any time by giving written
notice thereof to the Secretary.  Such resignation shall take effect at the
time specified therefor or if the time is not specified, upon delivery
thereof; and, unless otherwise specified with respect thereto, the acceptance
of such resignation shall not be necessary to make it effective.

SECTION 10.  Removal of Directors.
Any director may be removed solely for cause by the affirmative vote of the
holders of record of a majority of the outstanding shares of stock entitled
to vote, at a meeting of the stockholders called for the purpose; and the
vacancy on the Board caused by any such removal may be filled by the
stockholders at such meeting or at any subsequent meeting.

SECTION 11.  Filling of Vacancies Not Caused by Removal.
In case of any increase in the number of directors, or of any vacancy created
by death or resignation, the additional director or directors may be elected
or, as the case may be, the vacancy or vacancies may be filled, either (a) by
the Board of Directors at any meeting, (i) if the Corporation has an
Interested Stockholder as defined in Article EIGHTH of the Certificate of
Incorporation, by the affirmative vote of a majority of the Continuing
Directors, as defined in Article EIGHTH, or (ii) if the Corporation does not
have an Interested Stockholder, by the affirmative vote of a majority of the
remaining directors, though less than a quorum; or (b) by the stockholders
entitled to vote, either at an annual meeting or at a special meeting thereof
called for the purpose, by the affirmative vote of a majority of the
outstanding shares entitled to vote at such meeting.

SECTION 12.  Directors' Fees.
The Board of Directors shall have authority to determine from time to time
the amount of compensation which shall be paid to its members for attendance
at meetings of the Board or of any committee of the Board.

SECTION 13.  Action Without a Meeting.  Any action required or permitted to be
taken at any meeting of the Board of Directors or any committee thereof may be
taken without a meeting if all members of the Board or committee, as the case
may be, consent thereto in writing, and the writing or writings are filed with
the minutes of proceedings of the Board or committee.

                                 ARTICLE III
                              Board Committees
SECTION 1.  Audit Committee.
In addition to any committees appointed pursuant to Section 2 of this Article,
there shall be an Audit Committee, appointed annually by the Board of
Directors, consisting of at least three directors who are not members of
management.  It shall be the responsibility of the Audit Committee to review
the scope and results of the annual independent audit of books and records of
the Corporation and its subsidiaries and to discharge such other
responsibilities as may from time to time be assigned to it by the Board of
Directors.  The Audit Committee shall meet at such times and places as the
members deem advisable, and shall make such recommendations to the Board of
Directors as they consider appropriate.

SECTION 2.  Other Committees.
2.1  Committee Powers.  The Board of Directors may appoint standing or
temporary committees and invest such committees with such powers as it may see
fit, with power to subdelegate such powers if deemed desirable by the Board of
Directors; but no such committee shall have the power or authority of the
                                     13
<page>  14
SECTION 2.  Other Committees.
Board of Directors to adopt, amend, or repeal the By-Laws of the Corporation
or approve, adopt or recommend to the stockholders of the Corporation any
action or matter expressly required by the Certificate of Incorporation, these
By-Laws or the Delaware General Corporation Law to be submitted to
stockholders for approval.

2.2  Committee Members.  The Board of Directors may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee.  In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not such
member or members constitute a quorum, may unanimously appoint another member of
the Board to act at the meeting in the place of any such absent or disqualified
member.

SECTION 3.  Quorum and Manner of Acting.
A majority of the number of directors composing any committee of the Board of
Directors, as established and fixed by resolution of the Board of Directors,
shall constitute a quorum for the transaction of business at any meeting of
such committee but, if less than a majority are present at a meeting, a
majority of such directors present may adjourn the meeting from time to time
without further notice. The act of a majority of the members of a committee
present at a meeting at which a quorum is present shall be the act of such
committee.


                                 ARTICLE IV
        Officers and Agents: Terms, Compensation, Removal, Vacancies

SECTION 1.  Officers.
The elected officers of the Corporation shall be a Chairman of the Board (who
shall be a director) and, at the discretion of the Board, a President (who
shall be a director), and one or more Vice Presidents (each of whom may be
assigned by the Board of Directors or the Chief Executive Officer an additional
title descriptive of the functions assigned to such officer and one or more of
whom may be designated Exec-utive or Senior Vice President).  The Board may
also elect one or more Vice Chairmen.  The Board of Directors shall also
designate either the Chairman of the Board or the President as the Chief
Executive Officer of the Corporation.  The Board of Directors shall appoint a
Controller, a Secretary, and a Treasurer.  Any number of offices, whether
elective or appointive, may be held by the same person.  The Chief Executive
Officer may, by a writing filed with the Secretary, designate titles as
officers for employees and agents and appoint Assistant Secretaries and
Assistant Treasurers, as, from time to time, may appear to be necessary or
advisable in the conduct of the affairs of the Corporation and may, in the same
manner, terminate or change such titles.

SECTION 2.  Term of Office.
So far as practicable, all elected officers shall be elected at the annual
meeting of the Board in each year, and shall hold office until the annual
meeting of the Board in the next subsequent year and until their respective
successors are chosen.  The Controller, Secretary, and Treasurer shall hold
office at the pleasure of the Board.

SECTION 3.  Salaries of Elected Officers.
The salaries paid to the elected officers of the Corporation shall be
authorized or approved by the Board of Directors.
                                     14
<page>  15
SECTION 4.  Bonuses.
None of the officers, directors, or employees of the Corporation or any of
its subsidiary corporations shall at any time be paid any bonus or share in
the earnings or profits of the Corporation or any of its subsidiary
corporations except pursuant to a plan approved by affirmative vote of two-
thirds of the members of the Board of Directors.

SECTION 5.  Removal of Elected and Appointed Officers.
Any elected or appointed officer may be removed at any time, either for or
without cause, by affirmative vote of a majority of the whole Board of
Directors, at any meeting called for the purpose.

SECTION 6.  Vacancies.
If any vacancy occurs in any office, the Board of Directors may elect or
appoint a successor to fill such vacancy for the remainder of the term.


                                  ARTICLE V
                         Officers' Duties and Powers

SECTION 1.  Chairman of the Board.
The Chairman of the Board shall preside, when present, at all meetings of the
stockholders (except as otherwise provided by statute) and at all meetings of
the Board of Directors.  The Chairman shall have general power to execute
bonds, deeds, and contracts in the name of the Corporation; to affix the
corporate seal; to sign stock certificates; and to perform such other duties
and services as shall be assigned to or required of the Chairman by the Board
of Directors.

SECTION 2.  President.
The President shall have general power to execute bonds, deeds, and contracts
in the name of the Corporation and to affix the corporate seal; to sign stock
certificates; during the absence or disability of the Chairman of the Board
to exercise the Chairman's powers and to perform the Chairman's duties; and
to perform such other duties and services as shall be assigned to or required
of the President by the Board of Directors; provided, that if the office of
President is vacant, the Chairman shall exercise the duties ordinarily
exercised by the President until such time as a President is elected or
appointed.

SECTION 3.  Chief Executive Officer.
The officer designated by the Board of Directors as the Chief Executive Officer
of the Corpora-tion shall have general and active control of its business and
affairs.  The Chief Executive Officer shall have general power to appoint or
designate all employees and agents of the Corporation whose appointment or
designation is not otherwise provided for and to fix the compensation thereof,
subject to the provisions of these By-Laws; to remove or suspend any employee or
agent who shall not have been elected or appointed by the Board of Directors or
other body; to suspend for cause any employee, agent, or officer, other than an
elected officer, pending final action by the body which shall have appointed
such employee, agent, or officer; and to exercise all the powers usually
pertaining to the office held by the Chief Executive Officer of a corporation.

SECTION 4.  Vice Presidents and Controller.
The several Vice Presidents and the Controller shall perform all such duties
and services as shall be assigned to or required of them, from time to time,
by the Board of Directors or the Chief Executive Officer, respectively.

                                     15
<page>  16
SECTION 5.  Secretary.
The Secretary shall attend to the giving of notice of all meetings of
stockholders and of the Board of Directors and shall keep and attest true
records of all proceedings thereat.  The Secretary shall have charge of the
corporate seal and have authority to attest any and all instruments or
writings to which the same may be affixed and shall keep and account for all
books, documents, papers, and records of the Corporation relating to its
corporate organi-zation.  The Secretary shall have authority to sign stock
certificates and shall generally perform all the duties usually appertaining
to the office of secretary of a corporation.  In the absence of the
Secretary, an Assistant Secretary or Secretary pro tempore shall perform the
duties of the Secretary.

SECTION 6.  Treasurer.
The Treasurer shall have the care and custody of all moneys, funds, and
securities of the Corporation, and shall deposit or cause to be deposited all
funds of the Corporation in accordance with directions or authorizations of
the Board of Directors or the Chief Executive Officer.  The Treasurer shall
have power to sign stock certificates, to indorse for deposit or collection,
or otherwise, all checks, drafts, notes, bills of exchange, or other
commercial paper payable to the Corporation, and to give proper receipts or
discharges therefor.  In the absence of the Treasurer, an Assistant Treasurer
shall perform the duties of the Treasurer.

SECTION 7.  Additional Powers and Duties.
In addition to the foregoing especially enumerated duties and powers, the
several officers of the Corporation shall perform such other duties and
exercise such further powers as may be provided in these By-Laws or as the
Board of Directors may from time to time determine, or as may be assigned to
them by any superior officer.

SECTION 8.  Disaster Emergency Powers of Acting Officers.
If, as a result of a disaster or other state of emergency, the Chief
Executive Officer is unable to perform the duties of that office, (a) the
powers and duties of the Chief Executive Officer shall be performed by the
employee with the highest base salary who shall be available and capable of
performing such powers and duties and, if more than one such employee has the
same base salary, by the employee whose surname begins with the earliest
letter of the alphabet among the group of those employees with the same base
salary; and (b) the officer performing such duties shall continue to perform
such powers and duties until the Chief Executive Officer becomes capable of
performing those duties or until the Board of Directors shall have elected a
new Chief Executive Officer or designated another individual as Acting Chief
Executive Officer; and (c) such officer shall have the power in addition to
all other powers granted to the Chief Executive Officer by these By-Laws and
by the Board of Directors to appoint an acting President, acting Vice
President - Finance, acting Controller, acting Secretary, and acting
Treasurer, if any of the persons duly elected to any such office is not by
reason of such disaster or emergency able to perform the duties of such
office, each of such acting appointees to serve in such capacities until the
officer for whom the appointee is acting becomes capable of performing the
duties of such office or until the Board of Directors shall have designated
another individual to perform such duties or have elected another person to
fill such office; and (d) any such acting officer so appointed shall be
entitled to exercise all powers vested by the By-Laws or the Board of
Directors in the duly elected officer for whom the acting officer is acting;
and (e) anyone transacting business with this Corporation may rely upon a
certification by any two officers of the Corporation that a specified
                                     16
<page>  17
SECTION 8.  Disaster Emergency Powers of Acting Officers.  (continued)
individual has succeeded to the powers of the Chief Executive Officer and
that such person has appointed other acting officers as herein provided and
any person, firm, corporation, or other entity to which such certification
has been delivered by such officers may continue to rely upon it until
notified of a change in writing signed by two officers of this Corporation.

                                 ARTICLE VI
                        Stock and Transfers of Stock

SECTION 1.  Stock Certificates.
Every stockholder shall be entitled to a certificate, signed by the Chairman
of the Board or the President or a Vice President and the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary, certifying
the number of shares owned by the stockholder in the Corporation.  Any and
all of the signatures on a certificate may be a facsimile.  If 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 or she were such officer,
transfer agent, or registrar at the date of issue.

SECTION 2.  Transfer Agents and Registrars.
The Board of Directors may, in its discretion, appoint responsible banks or
trust companies in the Borough of Manhattan, in the City of New York, State
of New York, and in such other city or cities as the Board may deem
advisable, from time to time, to act as transfer agents and registrars of the
stock of the Corporation; and, when such appointments shall have been made,
no stock certificate shall be valid until countersigned by one of such
transfer agents and registered by one of such registrars.

SECTION 3.  Transfers of Stock.
Shares of stock may be transferred by delivery of the certificates therefor,
accompanied either by an assignment in writing on the back of the
certificates or by written power of attorney to sell, assign, and transfer
the same, signed by the record holder thereof; but no transfer shall affect
the right of the Corporation to pay any dividend upon the stock to the holder
of record thereof, or to treat the holder of record as the holder in fact
thereof for all purposes, and no transfer shall be valid, except between the
parties thereto, until such transfer shall have been made upon the books of
the Corporation.

SECTION 4.  Lost Certificates.
The Board of Directors may provide for the issuance of new certificates of
stock to replace certificates of stock lost, stolen, mutilated, or destroyed,
or alleged to be lost, stolen, mutilated, or destroyed, upon such terms and
in accordance with such procedures as the Board of Directors shall deem
proper and prescribe.

                                 ARTICLE VII
                                Miscellaneous

SECTION 1.  Fiscal Year.
The fiscal year of the Corporation shall be the calendar year.

SECTION 2.  (Repealed in its entirety by vote of the stockholders, May 5,
1975.)

                                     17
<page>  18
SECTION 3.  Signing of Negotiable Instruments.
All bills, notes, checks, or other instruments for the payment of money shall
be signed or countersigned by such officer or officers and in such manner as
from time to time may be prescribed by resolution (whether general or
special) of the Board of Directors.

SECTION 4.  Indemnification of Directors and Officers.
4.1  Right to Indemnification.  Each person who was or is made a party or is
threatened to be made a party to or is otherwise involved (including, without
limitation, as a witness) in any actual or threatened action, suit, or
proceeding, whether civil, criminal, administrative, or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she is or was
a director or officer of the Corporation or that, being or having been such a
director or officer or an employee of the Corporation, he or she is or was
serving at the request of an executive officer of the Corporation as a
director, officer, employee, or agent of another corporation or of a
partnership, joint venture, trust, or other enterprise, including service
with respect to an employee benefit plan (hereinafter an "indemnitee"),
whether the basis of such proceeding is alleged action in an official
capacity as such a director, officer, employee, or agent or in any other
capacity while serving as such a director, officer, employee, or agent, shall
be indemnified and held harmless by the Corporation to the full extent
permitted by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights than permitted prior thereto), or by other applicable
law as then in effect, against all expense, liability, and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties, and
amounts paid in settlement) actually and reasonably incurred or suffered by
such indemnitee in connection therewith and such indemnification shall
continue as to an indemnitee who has ceased to be a director, officer,
employee, or agent and shall inure to the benefit of the indemnitee's heirs,
executors, and administrators; provided, however, that except as provided in
Section 4.2 with respect to proceedings seeking to enforce rights to
indemnification, the Corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by such indemnitee
only if such proceeding (or part thereof) was authorized or ratified by the
Board of Directors of the Corporation. The right to indemnification conferred
in this Section 4.1 shall be a contract right and shall include the right to
be paid by the Corporation the expenses incurred in defending any such
proceeding in advance of its final disposition (hereinafter an "advance-ment
of expenses"); provided, however, that an advancement of expenses incurred by
an indemnitee in his or her capacity as a director or officer (and not in any
other capacity in which service was or is rendered by such indemnitee,
including, without limitation, service to an employee benefit plan) shall be
made only upon delivery to the Corporation of an under-taking (hereinafter an
"undertaking"), by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal that such indemnitee is not
entitled to be indemnified for such expenses under this Section 4.1 or
otherwise; and provided, further, that an advancement of expenses shall not
be made if the Corporation's Board of Directors makes a good faith
determination that such payment would violate law or public policy.

4.2  Right of Indemnitee to Bring Suit.  If a claim under Section 4.1 is not
paid in full by the Corporation within sixty days after a written claim has
been received by the Corporation, except in the case of a claim for an
advancement of expenses, in which case the applicable period shall be twenty
                                     18
<page>  19
4.2  Right of Indemnitee to Bring Suit.  (continued)
days, the indemnitee may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim.  If successful in
whole or in part in any such suit, or in a suit brought by the Corporation to
recover an advancement of expenses pursuant to the terms of an undertaking,
the indemnitee shall also be entitled to be paid the expense of prosecuting
or defending such suit.  The indemnitee shall be presumed to be entitled to
indemnification under this Section 4 upon submission of a written claim (and,
in an action brought to enforce a claim for an advancement of expenses, where
the required undertaking has been tendered to the Corporation), and
thereafter the Corporation shall have the burden of proof to overcome the
presumption that the indemnitee is not so entitled.  Neither the failure of
the Corporation (including its Board of Directors, independent legal counsel,
or its stockholders) to have made a determination prior to the commencement
of such suit that indemnification of the indemnitee is proper in the
circumstances, nor an actual determination by the Corporation (including its
Board of Directors, independent legal counsel, or its stockholders) that the
indemnitee is not entitled to indemnification shall be a defense to the suit
or create a presumption that the indemnitee is not so entitled.

4.3  Nonexclusivity of Rights.  The rights to indemnification and to the
advancement of expenses conferred in this Section 4 shall not be exclusive of
any other right which any person may have or hereafter acquire under any
statute, provisions of the Certificate of Incorporation, By-Laws, agreement,
vote of stockholders or disinterested directors, or otherwise.  Notwith-
standing any amendment to or repeal of this Section 4, or of any of the
procedures established by the Board of Directors pursuant to Section 4.7, any
indemnitee shall be entitled to indemnification in accordance with the
provisions hereof and thereof with respect to any acts or omissions of such
indemnitee occurring prior to such amendment or repeal.

4.4  Insurance, Contracts, and Funding.
The Corporation may maintain insurance, at its expense, to protect itself and
any director, officer, employee, or agent of the Corporation or another
corporation, partnership, joint venture, trust, or other enterprise against
any expense, liability, or loss, whether or not the Corporation would have
the power to indemnify such person against such expense, liability, or loss
under the Delaware General Corporation Law.  The Corporation may, without
further stockholder approval, enter into contracts with any indemnitee in
furtherance of the provisions of this Section 4 and may create a trust fund,
grant a security interest, or use other means (including, without limitation,
a letter of credit) to ensure the payment of such amounts as may be necessary
to effect indemnification as provided in this Section 4.

4.5  Persons Serving Other Entities.  Any person who is or was a director,
officer, or employee of the Corporation who is or was serving (i) as a
director or officer of another corporation of which a majority of the shares
entitled to vote in the election of its directors is held by the Corporation
or (ii) in an executive or management capacity in a partnership, joint
venture, trust, or other enterprise of which the Corporation or a wholly
owned subsidiary of the Corporation is a general partner or has a majority
ownership shall be deemed to be so serving at the request of an executive
officer of the Corporation and entitled to indemnification and advancement of
expenses under Section 4.1.

4.6  Indemnification of Employees and Agents of the Corporation.  The
Corporation may, by action of its Board of Directors, authorize one or more
executive officers to grant rights to advancement of expenses to employees or
                                     19
<page>  20
4.6  Indemnification of Employees and Agents of the Corporation.  (continued)
agents of the Corporation on such terms and conditions as such officer or
officers deem appropriate under the circumstances.  The Corpor-ation may, by
action of its Board of Directors, grant rights to indemnification and
advance-ment of expenses to employees or agents or groups of employees or
agents of the Corporation with the same scope and effect as the provisions of
this Section 4 with respect to the indemnification and advancement of
expenses of directors and officers of the Corporation; provided, however,
that an undertaking shall be made by an employee or agent only if required by
the Board of Directors.

4.7  Procedures for the Submission of Claims.  The Board of Directors may
establish reasonable procedures for the submission of claims for
indemnification pursuant to this Section 4, determination of the entitlement
of any person thereto, and review of any such determination.  Such procedures
shall be set forth in an appendix to these By-Laws and shall be deemed for
all purposes to be a part hereof.

                                ARTICLE VIII

                                 Amendments

SECTION 1.  Amendment of the By-Laws:  General.
Except as herein otherwise expressly provided, the By-Laws of the Corporation
may be altered or repealed in any particular and new By-Laws, not inconsistent
with any provision of the Certificate of Incorporation or any provision of law,
may be adopted, either by the affirmative vote of the holders of record of a
majority in number of the shares present in person or by proxy and entitled to
vote at an annual meeting of stockholders or at a special meeting thereof, the
notice of which special meeting shall include the form of the proposed
alteration or repeal or of the proposed new By-Laws, or a summary thereof; or
either

(a)	by the affirmative vote of a majority of the whole Board of
        Directors at any meeting thereof, or
(b)	by the affirmative vote of all the directors present at any
        meeting at which a quorum, less than a majority, is present;
provided, in either of the latter cases, that the notice of such meeting shall
include the form of the proposed alteration or repeal or of the proposed new
By-Laws, or a summary thereof.

SECTION 2.  Amendments as to Compensation and Removal of Officers.
Notwithstanding anything contained in these By-Laws to the contrary, the
affirmative vote of the holders of record of a majority of the Voting Stock, as
defined in Article EIGHTH of the Certificate of Incorporation, at a meeting of
the stockholders called for the purpose, shall be required to alter, amend,
repeal, or adopt any provision inconsistent with Sections 3, 4 and 5
of Article IV hereof, notice of which meeting shall include the form of the
proposed amendment, or a summary thereof.

SECTION 3.  Amendments as to Stockholders' Meetings, Directors.
Notwithstanding anything contained in these By-Laws to the contrary, either (a)
the affirmative vote of a majority of the Continuing Directors, as defined in
Article EIGHTH of the Certificate of Incorporation, or (b) the affirmative vote
of the holders of record of at least seventy-five percent of the Voting Stock,
as defined in Article EIGHTH of the Certificate of Incorporation, shall be
required to alter, amend, repeal, or adopt any provision inconsistent with
Sections 1, 2, and 4 of Article I and Sections 1, 10, and 11 of Article II.
                                     20
<page>  21
SECTION 4.  Amendment of this Article VIII.
Notwithstanding anything contained in these By-Laws to the contrary, either (a)
the recommendation of a majority of the Continuing Directors, as defined in
Article EIGHTH of the Certificate of Incorporation, together with the
affirmative vote of the holders of record of a majority of the Voting Stock, as
defined in Article EIGHTH of the Certificate of Incorporation, or (b) the
affirmative vote of the holders of record of at least seventy-five percent of
the Voting Stock, as defined in Article EIGHTH of the Certificate of
Incorporation, shall be required to alter, amend, repeal, or adopt any
provision inconsistent with this Article VIII.
















































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