<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>3
<FILENAME>ex3-2.txt
<DESCRIPTION>REGISTRANT'S BYLAWS, AS AMENDED
<TEXT>


                      SEABOARD CORPORATION

                        RESTATED BY-LAWS
                    (As of February 15, 2002)

                             OFFICES

          1.   The principal office shall be in the City of Wilmington,
County  of  New Castle, State of Delaware, and the  name  of  the
resident  agent  in  charge  thereof  is  The  Corporation  Trust
Company.

          2.   The corporation may also have an office in Chestnut Hill,
Massachusetts, and also offices at such other places as the board
of  directors may from time to time determine or the business  of
the corporation may require.

                     STOCKHOLDERS' MEETINGS

          3.   All meetings of the stockholders for the election of
directors  shall  be held in the City of Boston, Commonwealth  of
Massachusetts, at such place as may be fixed from time to time by
the  board of directors, or at such other place either within  or
without the State of Delaware as shall be designated from time to
time  by the board of directors and stated in the notice  of  the
meeting.  Meetings of stockholders for any other purpose  may  be
held  at  such  time and place, within or without  the  State  of
Delaware,  as shall be stated in the notice of the meeting  or  a
duly executed waiver of notice thereof.

          4.   An annual meeting of Stockholders, commencing with the year
2002,  shall be held on the fourth Monday of April in each  year,
if  not a legal holiday, and if a legal holiday, then on the next
secular day following, at 10:00 a.m., or such other date and time
as  the  Board of Directors shall approve, at which  meeting  the
Board  of Directors shall elect, by a majority vote, and transact
such  other  business  as  may  be properly  brought  before  the
meeting.

          5.   Written notice of the annual meeting shall be served upon or
mailed  to  each  stockholder entitled to vote  thereat  at  such
address as appears on the books of the corporation, at least  ten
days prior to the meeting.

          6.   At least ten days before every election of directors, a
complete  list  of  the stockholders entitled  to  vote  at  said
election,  arranged in alphabetical order, with the residence  of
each  and  the  number of voting shares held by  each,  shall  be
prepared by the secretary.  Such list shall be open at the  place
where  the  election  is to be held for said  ten  days,  to  the
examination of any stockholder, and shall be produced and kept at
the time and place of election during the whole time thereof, and
subject to the inspection of any stockholder who may be present.

          7.   Special meetings of the stockholders for any purpose or
purposes,  unless  otherwise prescribed  by  statute  or  by  the
certificate of incorporation, may be called by the president  and
shall  be called by the president or secretary at the request  in
writing  of  a  majority of the board of  directors,  or  at  the
request in writing of three or more stockholders owning in amount
one  tenth of the entire capital stock of the corporation  issued
and  outstanding and entitled to vote.  Such request shall  state
the purpose or purposes of the proposed meeting.

          8.   Written notice of a special meeting of stockholders, stating
the  time and place and object thereof, shall be served  upon  or
mailed  to  each  stockholder entitled to vote  thereat  at  such
address as appears on the books of the corporation, at least  ten
days before such meeting.

          9.   Business transacted at all special meetings shall be
confined to the objects stated in the call.

          10.  The holders of a majority in amount of the stock issued and
outstanding  and entitled to vote thereat, present in  person  or
represented  by proxy, shall be requisite and shall constitute  a
quorum at all meetings of the stockholders for the transaction of
business  except  as  otherwise  provided  by  statute,  by   the
certificate  of incorporation or by these by-laws.  If,  however,
such quorum shall not be present or represented at any meeting of
the  stockholders, the stockholders, entitled  to  vote  thereat,
present  in person or represented by proxy, shall have  power  to
adjourn the meeting from time to time, without notice other  than
announcement at the meeting, until a quorum shall be  present  or
represented.   At such adjourned meeting at which a quorum  shall
be  present  or represented any business may be transacted  which
might have been transacted at the meeting as originally notified.

          11.  When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in
person  or represented by proxy shall decide any question brought
before  such  meeting, unless the question is one upon  which  by
express  provision  of  the statutes or  of  the  certificate  of
incorporation or of these by-laws, a different vote  is  required
in which case such express provision shall govern and control the
decision of such question.

          12.  At any meeting of the stockholders every stockholder having
the  right  to  vote shall be entitled to vote in person,  or  by
proxy  appointed by an instrument in writing subscribed  by  such
stockholder and bearing a date not more than six months prior  to
said  meeting,  unless  said instrument  provides  for  a  longer
period.   Each stockholder shall have one vote for each share  of
stock having voting power, registered in his name on the books of
the  corporation,  and  except where the transfer  books  of  the
corporation  shall  have been closed or a date  shall  have  been
fixed  as a record date for the determination of its stockholders
entitled  to  vote, no share of stock shall be voted  on  at  any
election  of directors which shall have been transferred  on  the
books  of the corporation within twenty days next preceding  such
election of directors.

          13.  Whenever the vote of stockholders at a meeting thereof is
required  or  permitted  to  be  taken  in  connection  with  any
corporate  action  by any provisions of the statutes  or  of  the
certificate of incorporation or of these by-laws, the meeting and
vote   of  stockholders  may  be  dispensed  with,  if  all   the
stockholders who would have been entitled to vote upon the action
if  such  meeting  were held, shall consent in  writing  to  such
corporate action being taken.

                            DIRECTORS

          14.  The number of directors of the corporation constituting the
full  board of directors shall be no less than three (3)  and  no
more than fifteen (15), the exact number to be determined by  the
Board  of  Directors  from time to time.   Within  the  foregoing
limits,  between elections by stockholders the board of directors
may change the number of directors constituting the full board of
directors.    Directors   need  not  be   stockholders   of   the
corporation.  Each director, including a director elected to fill
a  vacancy, shall hold office until his successor has  been  duly
elected  and  qualified unless he sooner shall have  resigned  or
been removed from office.

          15.  The directors may hold their meetings and keep the books of
the  corporation, except the original or duplicate stock  ledger,
outside of Delaware, at the office of the corporation in Chestnut
Hill,  Massachusetts, or at such other places as  they  may  from
time to time determine.

          16.  A vacancy or newly created directorship, as the case may be,
shall be deemed to exist in the Board of Directors in case of the
death, resignation, disqualification, or removal of any director,
or  if the authorized number of directors is increased, or if the
stockholders  fail  at  any  meeting  of  stockholders  at  which
directors  are to be elected to elect the full authorized  number
of  directors to be elected at that meeting.  Vacancies and newly
created directorships in the board of directors may be filled  by
a  majority  of  the  remaining directors, though  fewer  than  a
quorum, or by a sole remaining director.  Upon the resignation of
one or more directors from the board of directors to be effective
at  a  future date, a majority of the directors then  in  office,
including  those who have so resigned, shall have  the  power  to
fill  such vacancy or vacancies, the vote thereon to take  effect
when  such  resignation  or resignations  become  effective.   No
reduction  of the authorized number of directors shall  have  the
effect  of removing any director prior to the expiration  of  his
term  of  office; provided, however, that such director,  or  the
entire  board of directors, may be removed from office,  with  or
without  cause,  by  the  holders of a majority  of  shares  then
entitled to vote at an election of directors.

          17.  The property and business of the corporation shall be
managed  by  its board of directors which may exercise  all  such
powers  of the corporation and do all such lawful acts and things
as  are not by statute or by the certificate of incorporation  or
by  these by-laws directed or required to be exercised or done by
the stockholders.

                     COMMITTEES OF DIRECTORS

          18.  The board of directors may, by vote of a majority of their
entire number, elect from their own number an executive committee
of  not less than two nor more than five members, which committee
may  be  vested with the management of the current  and  ordinary
business  of  the  corporation,  including  the  declaration   of
dividends,  the fixing and altering of the powers and  duties  of
the  several officers and agents of the corporation, the election
of  additional officers and agents, and the filling of  vacancies
other than in the board of directors, and with power to authorize
purchases,  sales, contracts, offers, conveyances, transfers  and
negotiable  instruments.  A majority of the  executive  committee
shall  constitute a quorum for the transaction of business but  a
less  number may adjourn any meeting from time to time,  and  the
meeting  may  be held as adjourned without further  notice.   The
executive committee may make rules not inconsistent herewith  for
the holding and conduct of its meetings.

          19.  The board of directors may, by resolution or resolutions
passed  by  a  majority  of  the  whole  board,  designate  other
committees,  each committee to consist of three or  more  of  the
directors  of  the corporation, which to the extent  provided  in
said  resolution or resolutions, shall have and may exercise  the
powers  of  the  board  of directors 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 all papers
which  may  require it.  Such committee or committees shall  have
such  name  or names as may be determined from time  to  time  by
resolution adopted by the board of directors.

          20.  All committees shall keep their regular minutes of their
proceedings  and  report the same to the board,  who  shall  have
power  to  rescind any vote or resolution passed by any committee
but no such rescission shall have retroactive effect.

                    COMPENSATION OF DIRECTORS

          21.  Directors, as such, shall not receive any stated salary for
their  services, but, by resolution of the board a fixed sum  and
expenses of attendance, if any, may be allowed for attendance  at
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.

          22.  Members of Executive or other committees may be allowed like
compensation for attending committee meetings.

                      MEETINGS OF THE BOARD

          23.  The first meeting of each newly elected board shall be held
at  such  time  and place either within or without the  State  of
Delaware as shall be fixed by the vote of the stockholders at the
annual  meeting and no notice of such meeting shall be  necessary
to the newly elected directors in order legally to constitute the
meeting  provided a quorum shall be present, or they may meet  at
such  place and time as shall be fixed by the consent in  writing
of all the directors.

          24.  Regular meetings of the board may be held without notice at
such  time  and  place  either within or  without  the  State  of
Delaware as shall from time to time be determined by the board.

          25.  Special meetings of the board may be called by the president
on  two  days' notice to each director, either personally  or  by
mail  or  by  telegram; special meetings shall be called  by  the
president or secretary in like manner and on like notice  on  the
written request of two directors.

          26.  At all meetings of the board a majority of the entire board
shall be necessary and sufficient to constitute a quorum for  the
transaction  of  business  and the  act  of  a  majority  of  the
directors present at any meeting at which there is a quorum shall
be  the act of the board of directors, except as may be otherwise
specifically  provided  by  statute  or  by  the  certificate  of
incorporation  or  by these by-laws.  If a quorum  shall  not  be
present at any meeting of directors the directors present thereat
may  adjourn  the meeting from time to time without notice  other
than  announcement  at  the meeting,  until  a  quorum  shall  be
present.

          27.  No notice of directors' meeting shall be necessary if all
directors are present or waive notice of the meeting.

                             NOTICES

          28.  Whenever under the provisions of the statutes or of the
certificate  of  incorporation or of  these  by-laws,  notice  is
required to be given to any director or stockholder, it shall not
be  construed  to mean personal notice, but such  notice  may  be
given  in  writing, by mail, by depositing the  same  in  a  post
office or letter box, in a post-paid sealed wrapper, addressed to
such  director or stockholder at such address as appears  on  the
books  of  the corporation, or, in default of other  address,  to
such  director or stockholder at the General Post Office  in  the
City of Wilmington, Delaware, and such notice shall be deemed  to
be given at the time when the same shall be thus mailed.

          29.  Whenever any notice is required to be given under the
provisions   of   the   statutes  or  of   the   certificate   of
incorporation, or of 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.

                            OFFICERS

          30.  The officers of the corporation shall be chosen by the
directors  and shall be a president, a secretary and a treasurer.
Two  or more offices may be held by the same person, except  that
where the offices of president and secretary are held by the same
person, such person shall not hold any other office.

          31.  The board of directors at its first meeting after each
annual meeting of stockholders shall choose a president from  its
members,  a  secretary and a treasurer, none of whom  need  be  a
member of the board.

          32.  The board of directors or Executive Committee may appoint
such  other  officers and agents 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 or Executive Committee.

          33.  The Board of Directors shall have authority (a) to fix the
compensation, whether in the form of salary, bonus, stock options
or  otherwise, of all officers and employees of the  Corporation,
either  specifically  or  by  formula  applicable  to  particular
classes  of officers or employees, and (b) to authorize  officers
of  the  Corporation to fix the compensation of officers  of  the
Corporation  who  are  not  ?named  executive  officers?  of  the
Corporation  within  the meaning of Item 402  of  Regulation  S-K
promulgated  under the Securities Act of 1933 and the  Securities
Exchange  Act  of  1934.   The  Board  of  Directors  shall  have
authority to appoint a Compensation Committee and may delegate to
such   committee  any  or  all  of  its  authority  relating   to
compensation.  The appointment of an officer shall not create any
employment or contract rights in that officer.

          34.  The officers of the corporation shall hold office until
their  successors  are chosen and qualify in  their  stead.   Any
officer  elected  or appointed by the board of directors  may  be
removed at any time by the affirmative vote of a majority of  the
whole  board of directors.  If the office of any officer  becomes
vacant  for any reason, the vacancy shall be filled by the  board
of directors.

                          THE PRESIDENT

          35.  The president shall be the chief executive officer of the
corporation; he shall preside at all meetings of the stockholders
and  directors,  shall  be ex oficio a  member  of  all  standing
committees,  shall  have  general and active  management  of  the
business  of the corporation, and shall see that all  orders  and
resolutions of the board are carried into effect.

          36.  He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where
required  or permitted by law to be otherwise signed and executed
and  except  where  the signing and execution  thereof  shall  be
expressly  delegated  by  the board of directors  to  some  other
officer or agent of the corporation.

                        VICE-PRESIDENTS

          37.  Any vice-presidents 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 board of directors or Executive  Committee
shall prescribe.

             THE SECRETARY AND ASSISTANT SECRETARIES

          38.  The secretary shall attend all sessions of the board and all
meetings of the stockholders and record all votes and the minutes
of  all  proceedings in a book to be kept for  that  purpose  and
shall  perform  like  duties  for the  standing  committees  when
required.   He  shall give, or cause to be given, notice  of  all
meetings of the stockholders and special meetings of the board of
directors,  and  shall  perform  such  other  duties  as  may  be
prescribed  by the board of directors or president,  under  whose
supervision he shall be.  He shall keep in safe custody the  seal
of  the corporation and, when authorized by the board, affix  the
same  to  any  instrument requiring it and, when so  affixed,  it
shall  be  attested by his signature or by the signature  of  the
treasurer or an assistant secretary.

          39.  Any assistant secretaries in order of their seniority shall,
in the absence or disability of the secretary, perform the duties
and  exercise the powers of the secretary and shall perform  such
other  duties  as  the board of directors or Executive  Committee
shall prescribe.

             THE TREASURER AND ASSISTANT TREASURERS

          40.  The Treasurer shall have the custody of the corporate funds
and  securities  and  shall keep full and  accurate  accounts  of
receipts  and disbursements in books belonging to the corporation
and  shall deposit all moneys 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.

          41.  He shall disburse the funds of the corporation as may be
ordered  by  the  board,  or Executive Committee,  taking  proper
vouchers  for  such  disbursements,  and  shall  render  to   the
president and directors, 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.

          42.  If required by the board of directors, he shall give the
corporation  a bond (which shall be renewed every six  years)  in
such   sum  and  with  such  surety  or  sureties  as  shall   be
satisfactory  to  the board for the faithful performance  of  the
duties  of his office and for the restoration to the corporation,
in  case  of his death, resignation, retirement, or removal  from
office,  of all books, papers, vouchers, money and other property
of whatever kind in his possession or under his control belonging
to the corporation.

          43.  Any assistant treasurers in the order of their seniority
shall, in the absence or disability of the treasurer, perform the
duties and exercise the powers of the treasurer and shall perform
such  other  duties  as  the  board  of  directors  or  Executive
Committee shall prescribe.

                      CERTIFICATES OF STOCK

          44.  The certificates of stock of the corporation shall be
numbered and shall be entered in the books of the corporation  as
they are issued.  They shall exhibit the holder's name and number
of shares and shall be signed by the president and the treasurer.
If  any stock certificate is signed (1) by a transfer agent or an
assistant  transfer agent or (2) by a transfer  clerk  acting  on
behalf  of the corporation and a registrar, the signature of  any
such officer may be facsimile.

                       TRANSFERS OF STOCK

          45.  Upon surrender to the corporation or any 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.

                    CLOSING OF TRANSFER BOOKS

          46.  The board of directors shall have power to close the stock
transfer  books  of  the corporation for a period  not  exceeding
fifty  days preceding the date of any meeting of stockholders  or
the  date  for  payment  of any dividend  or  the  date  for  the
allotment of rights or the date when any change or conversion  or
exchange of capital stock shall go into effect or for a period of
not exceeding fifty days in connection with obtaining the consent
of  stockholders for any purpose; provided, however, that in lieu
of  closing the stock transfer books as aforesaid, the  board  of
directors  may  fix in advance a date, not exceeding  fifty  days
preceding  the date of any meeting of stockholders, or  the  date
for the payment of any dividend, or the date for the allotment of
rights, or the date when any change or conversion or exchange  of
capital stock shall go into effect, or a date in connection  with
obtaining such consent, as a record date for the determination of
the  stockholders entitled to notice of, and to vote at, any such
meeting,  and  any  adjournment thereof, or entitled  to  receive
payment of any such dividend, or to any such allotment of rights,
or  to  exercise  the  rights  in respect  of  any  such  change,
conversion or exchange of capital stock, or to give such consent,
and in such case such stockholders and only such stockholders  as
shall  be  stockholders of record on the date so fixed  shall  be
entitled to such notice of, and to vote at, such meeting and  any
adjournment  thereof, or to receive payment of such dividend,  or
to  receive such allotment of rights, or to exercise such rights,
or  to give such consent, as the case may be, notwithstanding any
transfer  of any stock on the books of the corporation after  any
such record date fixed as aforesaid.

                     REGISTERED STOCKHOLDERS

          47.  The corporation shall be entitled to treat the holder of
record  of  any  share or shares of stock as the holder  in  fact
thereof  and,  accordingly, shall not be bound to  recognize  any
equitable  or other claim to or interest in such share or  shares
on  the  part of any other person, whether or not it  shall  have
express or other notice thereof, except as otherwise provided  by
the laws of Delaware.

                        LOST CERTIFICATE

          48.  The board of directors or Executive Committee 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 or destroyed,  upon  making  of  an
affidavit of that fact by the person claiming the certificate  of
stock to be lost or destroyed.  When authorizing such issue of  a
new  certificate  or  certificates, the  board  of  directors  or
Executive  Committee may, in its discretion and  as  a  condition
precedent to the issuance thereof, require the owner of such lost
or   destroyed   certificate  or  certificates,  or   his   legal
representative, to advertise the same in such manner as it  shall
require and/or give the corporation a bond in such sum as it  may
direct  as  indemnity against any claim that may be made  against
the  corporation with respect to the certificate alleged to  have
been lost or destroyed.

                            DIVIDENDS

          49.  Dividends upon the capital stock of the corporation, subject
to  the  provisions of the certificate of incorporation, if  any,
may  be  declared  by the board of directors at  any  regular  or
special meeting, pursuant to law.  Dividends may be paid in cash,
in  property, or in shares of the capital stock, subject  to  the
provisions of the certificate of incorporation.

          50.  Before payment of any dividend, there may be set aside out
of  any funds of the corporation available for dividends such sum
or  sums  as  the directors from time to time, in their  absolute
discretion, think proper as a reserve fund to meet contingencies,
or  for equalizing dividends, or for repairing or maintaining any
property  of  the corporation, or for such other purpose  as  the
directors   shall  think  conducive  to  the  interest   of   the
corporation,  and  the directors may modify or abolish  any  such
reserve in the manner in which it was created.

                   DIRECTORS' ANNUAL STATEMENT

          51.  The board of directors shall present at each annual meeting
and  when  called for by vote of the stockholders at any  special
meeting  of the stockholders, a full and clear statement  of  the
business and condition of the corporation.

                             CHECKS

          52.  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 or Executive Committee  may
from time to time designate.

                           FISCAL YEAR

          53.  The fiscal year shall be the calendar year, beginning with
the calendar year ending December 31, 1986.

                              SEAL

          54.  The corporate seal shall have inscribed thereon the name of
the  corporation,  the  year of its organization  and  the  words
"Corporate Seal, Delaware".  Said seal may be used by causing  it
or  a  facsimile thereof to be impressed or affixed or reproduced
or otherwise.

                           AMENDMENTS

          55.  These by-laws may be altered or repealed at any regular
meeting  of  the  stockholders or at any special meeting  of  the
stockholders  at  which  a  quorum  is  present  or  represented,
provided notice of the proposed alteration or repeal be contained
in the notice of such special meeting, by the affirmative vote of
a  majority  of  the stock entitled to vote at such  meeting  and
present or represented thereat, or by the affirmative vote  of  a
majority of the board of directors at any regular meeting of  the
board  or  at any special meeting of the board if notice  of  the
proposed alteration or repeal be contained in the notice of  such
special meeting; provided, however, that no change of the time or
place of the meeting for the election of directors shall be  made
within sixty days next before the day on which such meeting is to
be  held,  and that in case of any change of such time or  place,
notice thereof shall be given to each stockholder in person or by
letter  mailed  to  his last known post office address  at  least
twenty days before the meeting is held.

                         INDEMNIFICATION

     56.   Mandatory  Indemnification of Officers and  Directors.
The  Corporation shall indemnify and reimburse each director  and
officer  of the Corporation, and each director and officer  of  a
subsidiary  whose  election or appointment it has  voted  for  or
expressly  approved, who is elected, appointed  or  continued  in
office  after February 22, 1993, for and against all  liabilities
and  expenses  imposed  upon or reasonably  incurred  by  him  in
connection with any action, suit or proceeding in which he may be
involved  or  with which he may be threatened by  reason  of  his
being or having been a director or officer of the Corporation  or
of  a  subsidiary  or his acts and omissions as such  officer  or
director  of  the Corporation or of a subsidiary.  The  right  of
indemnity  and  reimbursement of each such person shall  continue
whether or not he continues to be such director or officer at the
time such liabilities or expense are imposed upon or incurred  by
him and shall include, without being limited to, attorney's fees,
court costs, judgments and compromise settlements.  The right  of
reimbursement for liabilities and expenses so imposed or incurred
shall  include the right to receive such reimbursement in advance
of  the  final disposition of any such action, suit or proceeding
upon  the Corporation's receipt of an undertaking by or on behalf
of  such director or officer to repay such amount if it shall  be
ultimately  determined that he is not entitled to be  indemnified
by the Corporation pursuant to law or this paragraph.

     In  no  case  shall  such indemnification and  reimbursement
cover  (a)  liabilities  or  expenses  imposed  or  incurred   in
connection  with any matter as to which such director or  officer
shall be finally determined in such action, suit or proceeding to
be   liable  by  reason  of  his  having  been  derelict  in  the
performance  of  his  duty as such director or  officer,  or  (b)
amounts  paid to the Corporation or to a subsidiary and  expenses
incurred in connection with the proceeding or claim on account of
which such payment is made, unless such reimbursement is provided
for  in  compromise settlement approved in a manner described  in
clause (c) next following, or (c) liabilities or expenses imposed
or  incurred in connection with any matter which shall be settled
by   compromise  (including  settlement  by  consent  decree   or
judgment)  if under such compromise such director or  officer  is
required to make any payment, unless such compromise shall, after
notice that it involves such reimbursement, be approved as in the
best  interest  of  the  Corporation by  vote  of  the  board  of
directors  of the Corporation at a meeting in which  no  director
against  whom  any  action, suit or proceeding  on  the  same  or
similar  grounds  is then pending participates,  or  by  vote  or
written  approval of the holders of a majority of the  shares  of
stock  of the Corporation then outstanding and entitled to  vote,
for  this purpose not counting as outstanding any shares of stock
held  or  controlled  by  any such director  or  officer  of  the
Corporation  against whom any action, suit or proceeding  on  the
same  or similar grounds is then pending; provided, however, that
no  indemnification shall be made in respect of any claim,  issue
or  matter as to which such a person shall have been adjudged  to
be  liable for negligence or misconduct in the performance of his
or her duty to the Corporation unless and only to the extent that
the  Court of Chancery of the State of Delaware or the  court  in
which  such  action  or  suit was brought  shall  determine  upon
application  that, despite the adjudication of liability  but  in
view  of all the circumstances of the case, such person is fairly
and  reasonably entitled to indemnity for such expenses which the
Court  of  Chancery of the State of Delaware or such other  court
shall deem proper.

     The  rights  of  indemnification  and  reimbursement  hereby
provided  shall  not be exclusive of other rights  to  which  any
director  or officer may be entitled.  As used in this  paragraph
the terms "director" and "officer" shall include their respective
heirs, executors and administrators.

     57.  Discretionary Indemnification.

          (a)   Actions By Third Parties.  The Corporation  shall
have  the right, but not the obligation, to indemnify, up to  and
including the full extent set forth in this paragraph, any person
who was or is a party, or is threatened to be made a party to, or
is  otherwise involved in, any pending or completed action,  suit
or   proceeding,  whether  civil,  criminal,  administrative   or
investigative  (other than an action by or in the  right  of  the
Corporation) by reason of the fact that he or she is  or  was  an
employee  or  agent  of the Corporation, or was  serving  at  the
request  of  the  Corporation  as a director,  officer,  partner,
member,  trustee,  employee  or  agent  of  another  corporation,
partnership, joint venture, limited liability company,  trust  or
other enterprise (whether or not for profit) including serving as
Trustee  of an employee benefit plan of the Corporation or  other
entity  described  in  this subparagraph, (whether  or  not  such
employee  benefit  plan  is  governed  by  ERISA),  against   all
liability,   losses,   expenses  (including   attorneys'   fees),
judgments,  fines,  and amounts paid in settlement  actually  and
reasonably incurred by him or her in connection with such action,
suit  or  proceeding if he or she acted in good faith  and  in  a
manner  he or she reasonably believed to be in or not opposed  to
the  best interest of the Corporation, and, with respect  to  any
criminal action or proceeding, had no reasonable cause to believe
his  or her conduct was unlawful.  The termination of any action,
suit  or  proceeding against any such person by judgment,  order,
settlement, conviction, or upon a plea of nolo contendere or  its
equivalent, shall not, of itself, create a presumption that he or
she  did  not act in good faith and in a manner which he  or  she
reasonably believed to be in or not opposed to the best  interest
of  the Corporation, and, with respect to any criminal action  or
proceeding,  had  reasonable cause to believe  that  his  or  her
conduct was unlawful.

          (b)   Actions by or on Behalf of the Corporation.   The
Corporation may indemnify any person who was or is a party or  is
threatened  to  be  made  a party to any threatened,  pending  or
completed action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that he  or
she  is or was an employee or agent of the Corporation, or is  or
was  serving  at  the request of the Corporation as  a  director,
officer,  partner, member, trustee, employee or agent of  another
corporation,   partnership,  joint  venture,  limited   liability
company, trust or other enterprise or entity (whether or not  for
profit) against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection with the  defense
or  settlement of such action or suit if he or she acted in  good
faith  and in a manner he or she reasonably believed to be in  or
not opposed to the best interests of the Corporation; except that
no  indemnification shall be made in respect of any claim,  issue
or  matter as to which such a person shall have been adjudged  to
be  liable for negligence or misconduct in the performance of his
or her duty to the Corporation unless and only to the extent that
the  Court of Chancery of the State of Delaware or the  court  in
which  such  action  or  suit was brought  shall  determine  upon
application  that, despite the adjudication of liability  but  in
view  of all the circumstances of the case, such person is fairly
and  reasonably entitled to indemnify for such expenses which the
Court  of  Chancery of the State of Delaware or such other  court
shall deem proper.

          (c)    Indemnification  for  Expenses   of   Successful
Defense.  To the extent that (i) in the case of actions, suits or
proceedings relating to acts or omissions occurring prior to July
1,  1997,  any  director,  officer,  employee  or  agent  of  the
Corporation, or (ii) in the case of actions, suits or proceedings
relating  to acts or omissions occurring on or after  such  date,
any present or former director or officer of this Corporation  or
of a subsidiary has been successful on the merits or otherwise in
defense  of  any  action,  suit  or  proceeding  referred  to  in
paragraphs  56  or 57(b) of these Bylaws, or in  defense  of  any
claim,  issue  or matter therein, he or she shall be  indemnified
against   expenses  (including  attorneys'  fees)  actually   and
reasonably  incurred  by  him  or her  in  connection  with  such
defense.   The  Corporation shall have the  right,  but  not  the
obligation, to indemnify any person described in paragraphs 57(a)
or  (b)  who  has been successful on the merits or  otherwise  in
defense   of   any   action,  suit  or   proceeding   for   which
indemnification has been provided under paragraphs 57(a) or  (b),
or  in  defense  of  any claim, issue or matter therein,  against
expenses  (including  attorneys' fees)  actually  and  reasonably
incurred by him or her in connection with such defense.

          (d)     Authorization.    Any   indemnification   under
paragraphs 56 or 57 of these Bylaws (unless ordered by  a  court)
shall  be  made  by  the Corporation only as  authorized  in  the
specific  case upon a determination that indemnification  of  the
director, officer, partner, member, trustee, employee or agent is
proper  in  the  circumstances because such person  has  met  the
applicable standard of conduct set forth in paragraphs 56 or  57,
as  the  case  may be.  Such determination shall  be  made,  with
respect  to  a  person  who  is  a director  or  officer  of  the
Corporation at the time of such determination: (i) by a  majority
vote  of the directors who were not parties to such action,  suit
or  proceeding,  even  though less  than  a  quorum,  (ii)  by  a
committee of such directors designated by majority vote  of  such
directors, even though less than a quorum, or (iii) if there  are
no such directors, or if such directors so direct, by independent
legal counsel in written opinion, or (iv) by the stockholders.

          (e)   Expense Advance.  Expenses (including  attorney's
fees) incurred by present or former officers or directors of  the
Corporation  in defending any civil, criminal, administrative  or
investigative  action, suit or proceeding  may  be  paid  by  the
Corporation  in advance of the final disposition of such  action,
suit  or  proceeding as authorized in one of the manners provided
in paragraph 57(d) of these Bylaws upon receipt of an undertaking
by  or on behalf of such person to repay such amount, if it shall
ultimately  be  determined that he or she is not entitled  to  be
indemnified  by  the Corporation as authorized in  these  Bylaws.
Such  expenses  (including attorneys'  fees)  incurred  by  other
employees  or agents of the Corporation may be so paid upon  such
terms   and   conditions,  if  any,  as  the  Corporation   deems
appropriate.

          (f)     Nonexclusivity.    The   indemnification    and
advancement  of  expenses provided by, or  granted  pursuant  to,
these Bylaws shall not be deemed exclusive of any other rights to
which  those  seeking indemnification or advancement of  expenses
may  be  entitled under any statute, by-law, agreement,  vote  of
stockholders or disinterested directors or otherwise, both as  to
action  in  an  official capacity and as  to  action  in  another
capacity while holding such office, and shall continue  as  to  a
person who has ceased to be a director, officer, partner, member,
trustee, employee or agent and shall inure to the benefit of  the
heirs, executors and administrators of such a person.

          (g)   Insurance.  The Corporation shall have  power  to
purchase and maintain insurance on behalf of any person who is or
was a director, officer, employee or agent of the Corporation, or
is  or  was  serving  at  the request of  the  Corporation  as  a
director, officer, partner, member, trustee, employee or agent of
another   corporation,   partnership,  joint   venture,   limited
liability company, trust or other enterprise or non-profit entity
against any liability asserted against, and incurred by,  him  or
her in any such capacity, or arising out of his or her status  as
such,  whether  or not the Corporation would have  the  power  to
indemnify such person against such liability under the provisions
of   these  Bylaws  or  Section  145  of  the  Delaware   General
Corporation Law.

          (h)  "The Corporation."  For the purposes of paragraphs
56  or  57 of these Bylaws references to "the Corporation"  shall
include,  in  addition to the resulting corporation and,  to  the
extent  that  the Board of Directors of the resulting corporation
so   decides,   any   constituent  corporation   (including   any
constituent  of  a  constituent) absorbed in a  consolidation  or
merger which, if its separate existence had continued, would have
had  power and authority to indemnify its directors, officers and
employees or agents, so that any person who is or was a director,
officer,  employee or agent of such a constituent corporation  or
is  or was serving at the request of such constituent corporation
as director, officer, partner, member, trustee, employee or agent
of  another  corporation,  partnership,  joint  venture,  limited
liability  company,  trust  or  other  enterprise  or  non-profit
entity, shall stand in the same position under the provisions  of
these   Bylaws  with  respect  to  the  resulting  or   surviving
corporation  as  he or she would have had with  respect  to  such
constituent corporation if its separate existence had continued.

          (i)     Other   Indemnification.    The   Corporation's
obligation, if any, to indemnify any person who was or is serving
at  its request as a director, officer, partner, member, trustee,
employee  or  agent  of another corporation,  partnership,  joint
venture, limited liability company, trust or other enterprise  or
non-profit entity shall be reduced by any amount such person  may
collect   as   indemnification  from  such   other   corporation,
partnership, joint venture, limited liability company,  trust  or
other enterprise or non-profit entity or from insurance.

          (j)  Other Definitions.  For purposes of paragraphs  56
or  57  of  these Bylaws references to "other enterprises"  shall
include  employee  benefit  plans; references  to  "fines"  shall
include any excise taxes assessed on a person with respect to  an
employee benefit plan; and references to "serving at the  request
of  the  Corporation" shall include any service  as  a  director,
officer,  partner,  member, trustee, employee  or  agent  of  the
Corporation  which  imposes duties on, or involves  services  by,
such  director, officer, partner, member, trustee,  employee,  or
agent with respect to an employee benefit plan, its participants,
or  beneficiaries; and a person who acted in good faith and in  a
manner he or she reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan  shall
be  deemed  to have acted in a manner "not opposed  to  the  best
interests of the Corporation" as referred to in these Bylaws.

          (k)      Continuation    of    Indemnification.     The
indemnification  and  advancement of  expenses  provided  by,  or
granted   pursuant  to,  these  Bylaws  shall,  unless  otherwise
provided when authorized or ratified, continue as to a person who
has  ceased to be a director, officer, officer, partner,  member,
trustee, employee or agent and shall inure to the benefit of  the
heirs, executors and administrators of such a person.

          (l)   Amendment  or Repeal.  Neither the amendment  nor
repeal of paragraphs 56 or 57 of these Bylaws nor the adoption of
any  provision  of the Corporation's Certificate of Incorporation
inconsistent  with  paragraphs 56 or 57  of  these  Bylaws  shall
reduce,  eliminate  or adversely affect any right  or  protection
hereunder  of  any  person in respect  of  any  act  or  omission
occurring prior to the effectiveness of such amendment, repeal or
adoption.




</TEXT>
</DOCUMENT>
