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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000798287-02-000005.txt : 20020515
<SEC-HEADER>0000798287-02-000005.hdr.sgml : 20020515
<ACCEPTANCE-DATETIME>20020515155525
ACCESSION NUMBER:		0000798287-02-000005
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20020331
FILED AS OF DATE:		20020515

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PAM TRANSPORTATION SERVICES INC
		CENTRAL INDEX KEY:			0000798287
		STANDARD INDUSTRIAL CLASSIFICATION:	TRUCKING (NO LOCAL) [4213]
		IRS NUMBER:				710633135
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-15057
		FILM NUMBER:		02652150

	BUSINESS ADDRESS:	
		STREET 1:		P O BOX 188
		CITY:			TONTITOWN
		STATE:			AR
		ZIP:			72770
		BUSINESS PHONE:		5013619111

	MAIL ADDRESS:	
		STREET 1:		P O BOX 188
		CITY:			TONTITOWN
		STATE:			AR
		ZIP:			72770
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>submission0302.txt
<DESCRIPTION>PTSI 1ST QTR 2002 10-Q
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q


[  X  ]            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D)
                         OF THE SECURITIES EXCHANGE ACT OF 1934

                    For the quarterly period ended March 31, 2002


[  _  ]            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D)
                         OF THE SECURITIES EXCHANGE ACT OF 1934

                    For the transition period from ______to______

                         Commission File Number   0-15057
                                                  -------

                      P.A.M. TRANSPORTATION SERVICES, INC.
                      ------------------------------------
             (Exact name of registrant as specified in its charter)

             Delaware                                           71-0633135
             --------                                           ----------
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                             Identification No.)

                 Highway 412 West, Tontitown, Arkansas      72770
                 -------------------------------------------------
                (Address of principal executive offices) (Zip Code)

       Registrants telephone number, including area code:  (479) 361-9111


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months  (or  for such shorter period that the registrant was
required  to  file  such  reports),  and  (2)  has  been  subject to such filing
requirements  for  the  past  90  days.

Yes  [  X  ]          No  [  _  ]

Indicate  the  number  of shares outstanding  of each of the issuer's classes of
common  stock,  as  of  the  latest  practicable  date:

         Class                                    Outstanding at May 3, 2002
         -----                                 -------------------------------
Common Stock, $.01 Par Value                              11,250,207

<PAGE>




                        PART I - FINANCIAL INFORMATION

                        Item  1.  Financial Statements




<PAGE>

<TABLE>
<CAPTION>
                     P.A.M. TRANSPORTATION SERVICES, INC.
                               AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                (in thousands)

                                                    March 31,    December 31,
                                                      2002           2001
                                                      ----           ----
                                                  (unaudited)       (note)
<S>                                                <C>            <C>
ASSETS
Current assets:
     Cash and cash equivalents                     $   6,716      $     896
     Receivables:
          Trade, net of allowance                     38,891         24,327
          Other                                          488            744
     Operating supplies and inventories                  409            255
     Deferred income taxes                               392            472
     Prepaid expenses and deposits                     6,473          3,980
     Income taxes refundable                             170            393
                                                   ---------      ---------
          Total current assets                        53,539         31,067

Property and equipment, at cost                      213,893        211,902
     Less:  accumulated depreciation                 (74,004)       (70,190)
                                                   ---------      ---------
          Net property and equipment                 139,889        141,712

Other assets:
     Excess of cost over net assets acquired           8,102          8,102
     Other                                             1,772          1,635
                                                   ---------      ---------
          Total other assets                           9,874          9,737
                                                   ---------      ---------
Total assets                                       $ 203,302      $ 182,516
                                                   =========      =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
     Current maturities of long-term debt          $   4,849      $  17,692
     Trade accounts payable                           15,638          7,800
     Other current liabilities                        10,625          8,722
                                                   ---------      ---------
          Total current liabilities                   31,112         34,214

Long-term debt, less current portion                  20,962         47,023
Deferred income taxes                                 30,828         28,682
Shareholders' equity:
Common stock                                             107             86
Additional paid-in capital                            64,493         20,461
Accumulated other comprehensive income (loss)           (364)          (508)
Retained earnings                                     56,164         52,558
                                                   ---------      ---------
Total shareholders' equity                           120,400         72,597
                                                   ---------      ---------
Total liabilities and shareholders' equity        $  203,302      $ 182,516
                                                   =========      =========

Note:  The  balance sheet at December 31, 2001 has been derived from the audited
financial  statements  at  that date but does not include all of the information
and  footnotes required by generally accepted accounting principles for complete
financial statements.  See notes to condensed consolidated financial statements.

</TABLE>
<PAGE>




<TABLE>
<CAPTION>

                   P.A.M. TRANSPORTATION SERVICES, INC.
                            AND SUBSIDIARIES
              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                              (unaudited)
                  (in thousands, except per share data)


                                                     Three Months Ended
                                                          March 31,
                                                    2002           2001
                                                    ----           ----
<S>                                              <C>            <C>
Operating revenues                               $  63,313      $  58,406

Operating expenses:
  Salaries, wages and benefits                      27,981         25,747
  Operating supplies                                12,013         10,761
  Rent/purchased transportation                      2,794          3,906
  Depreciation and amortization                      5,277          4,766
  Operating taxes and licenses                       3,321          2,924
  Insurance and claims                               3,514          2,435
  Communications and utilities                         616            533
  Other                                                782          1,764
  (Gain) loss on sale of equipment                      33             25
                                                 ---------      ---------
                                                    56,331         52,861
                                                 ---------      ---------
Operating income                                     6,982          5,545
Other income (expense)
  Interest expense                                    (972)        (1,147)
                                                 ---------      ---------

Income before income taxes                           6,010          4,398
                                                 ---------      ---------

Income taxes --current                                 275            551
             --deferred                              2,129          1,208
                                                 ---------      ---------
                                                     2,404          1,759
                                                 ---------      ---------

Net income                                       $   3,606      $   2,639
                                                 =========      =========
Net income per common share:
  Basic                                          $    0.40      $    0.31
                                                 =========      =========
  Diluted                                        $    0.40      $    0.31
                                                 =========      =========

Average common shares outstanding-Basic          8,927,546      8,473,567
                                                 =========      =========
Average common shares outstanding-Diluted        8,973,551      8,519,088
                                                 =========      =========

        See notes to condensed consolidated financial statements.

</TABLE>
<PAGE>




<TABLE>
<CAPTION>
                       P.A.M. TRANSPORTATION SERVICES, INC.
                                 AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    (unaudited)
                                  (in thousands)

                                                                  Three months Ended
                                                                       March 31,
                                                                  2002          2001
                                                                  ----          ----
<S>                                                          <C>           <C>
OPERATING ACTIVITIES
Net income                                                   $   3,606     $   2,639
  Adjustments to reconcile net income to net cash
  provided by operating activities:
     Depreciation and amortization                               5,277         4,766
     Non compete agreement amortization                              -            33
     Provision for deferred income taxes                         2,129         1,208
     (Gain)/loss on retirement of property and equipment            33            25
     Changes in operating assets and liabilities:
          Accounts receivable                                  (14,354)       (6,459)
          Prepaid expenses and other current assets             (2,561)       (3,243)
          Accounts payable                                       8,078           702
          Accrued expenses                                       1,903         1,140
                                                             ---------     ---------
Net cash provided by operating activities                        4,111           811

INVESTING ACTIVITIES
Purchases of property and equipment                             (5,730)      (15,130)
Proceeds from sales of assets                                    2,244         1,356
Lease payments received on direct financing leases                  46            46
                                                             ---------     ---------
Net cash used in investing activities                           (3,440)      (13,728)

FINANCING ACTIVITIES
Borrowings under lines of credit                                86,752        74,809
Repayments under lines of credit                               (95,828)      (63,070)
Borrowings of long-term debt                                     1,459         7,112
Repayments of long-term debt                                   (31,287)       (5,871)
Proceeds from issuance of common stock                          43,890             -
Proceeds from exercise of stock options                            163            36
                                                             ---------     ---------
Net cash provided by financing activities                        5,149        13,016
                                                             ---------     ---------
Net increase in cash and cash equivalents                        5,820            99

Cash and cash equivalents at beginning of period             $     896     $     485
                                                             ---------     ---------
Cash and cash equivalents at end of period                   $   6,716     $     584
                                                             =========     =========

          See  notes  to  condensed  consolidated  financial  statements.
</TABLE>
<PAGE>




<TABLE>
<CAPTION>
                                        P.A.M. TRANSPORTATION SERVICES, INC.
                                                AND SUBSIDIARIES
                             CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDER EQUITY
                                                   (unaudited)
                                                 (in thousands)

- -----------------------------------------------------------------------------------------------------------------
                                                          Additional                   Accumulated
                                             Common        Paid-In        Retained        Other
                                             Stock         Capital        Earnings     Comprehensive      Total
- -----------------------------------------------------------------------------------------------------------------
<S>                                        <C>          <C>            <C>             <C>            <C>
Balances at December 31, 2001              $   86       $   20,461     $   52,558      $   (508)      $   72,597
  Components of comprehensive income:
    Net earnings                                                            3,606                          3,606
    Unrealized gain on hedge, net
    of tax of $ 95                                                                          144              144
              ----                                                                                         -----
    Total comprehensive income                                                                             3,750
                                                                                                           -----
  Exercise of stock options                     -              163                                           163
  Common stock offering                        21           43,869                                        43,890
- -----------------------------------------------------------------------------------------------------------------
Balances at March 31, 2002                 $  107       $   64,493     $   56,164      $   (364)      $  120,400
 ================================================================================================================

          See  notes  to  condensed  consolidated  financial  statements.
</TABLE>
<PAGE>




                       P.A.M. TRANSPORTATION SERVICES, INC.
                                AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2002

NOTE  A:  BASIS  OF  PRESENTATION
- ---------------------------------
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information  and with the instructions to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they  do  not include all of the information and
footnotes  required  by  generally  accepted  accounting principles for complete
financial  statements.  In  management's opinion, all adjustments (consisting of
normal recurring accruals) necessary for a fair presentation have been included.
Operating  results  for  the  three-month  period  ended  March 31, 2002 are not
necessarily  indicative  of  the results that may be expected for the year ended
December  31, 2002. For further information, refer to the consolidated financial
statements  and the footnotes thereto included in the Company's annual report on
Form  10-K  for  the  year  ended  December  31,  2001.

NOTE  B:  DERIVATIVE FINANCIAL INSTRUMENTS
- ------------------------------------------
On  January  1,  2001,  the  Company  adopted  Statement of Financial Accounting
Standards  No.  133,  "Accounting  for  Derivative  Instruments  and  Hedging
Activities,"  issued  by  the  Financial  Accounting  Standards  Board  in 1998.
Statement  No.  133,  as amended, establishes accounting and reporting standards
requiring  the  recording  of each derivative instrument in the balance sheet as
either  an  asset or liability measured at fair value. Changes in the derivative
instrument's fair value must be recognized currently in earnings unless specific
hedge  accounting  criteria  are  met.  For  hedges which meet the criteria, the
derivative  instrument's  gains  and  losses,  to  the  extent effective, may be
recognized  in accumulated other comprehensive income (loss) rather than current
earnings.

The  Company  had  no  transition adjustment as a result of adopting SFAS 133 on
January  1,  2001 as the Company's only derivative instruments were entered into
after  January  1, 2001. Effective February 28, 2001 the Company entered into an
interest  rate swap agreement on a notional amount of $15,000,000. The pay fixed
rate  under  the  swap  is  5.08%,  while the receive floating rate is "1-month"
LIBOR.  This interest rate swap agreement terminates on March 2, 2006. Effective
May  31,  2001  the  Company  entered  into an interest rate swap agreement on a
notional amount of $5,000,000. The pay fixed rate under the swap is 4.83%, while
the  receive floating rate is "1-month" LIBOR. This interest rate swap agreement
terminates  on  June  2,  2006.

The  Company  designates  both  of these interest rate swaps as cash flow hedges
of  its  exposure  to  variability  in future cash flows resulting from interest
payments  indexed  to  "1-month"  LIBOR.  Changes  in future cash flows from the
interest  rate  swaps will offset changes in interest rate payments on the first
$20,000,000  of  the  Company's  current  revolving  credit  facility  or future
"1-month"  LIBOR  based  borrowings that reset on the second London Business Day
prior  to  the  start  of the next interest period. The hedge locks the interest
rate  at  5.08%  or  4.83%  plus  the  pricing  spread (currently 1.15%) for the
notional  amounts  of  $15,000,000  and  $5,000,000,  respectively.

These interest rate swap agreements meet the specific hedge accounting criteria.
The  effective  portion  of  the  cumulative gain or loss has been reported as a
component  of  accumulated  other comprehensive loss in shareholders' equity and
will  be  reclassified  into  current  earnings  by  June  2,  2006,  the latest
termination  date  for  all  current  swap  agreements.  The Company records all
derivatives at fair value as assets or liabilities in the condensed consolidated
balance  sheet,  with  classification  as  current or long-term depending on the
duration of the instrument.  At March 31, 2002, the net deferred hedging loss in
accumulated  other  comprehensive  loss  was  approximately  $364,000.

The  measurement  of  hedge  effectiveness  is  based  upon  a comparison of the
floating-rate  leg  of  the  swap and the hedged floating-rate cash flows on the
underlying  liability.  This  method  is  based  upon  the premise that only the
floating-rate  component  of  the  swap  provides  the  cash flow hedge, and any
changes  in  the  swap's  fair  value  attributable to the fixed-rate leg is not
relevant to the variability of the hedged interest payments on the floating-rate
liability.  The  calculation  of  ineffectiveness  involves  a comparison of the
present  value of the cumulative change in the expected future cash flows on the
variable  leg  of the swap and the present value of the cumulative change in the
expected  future  interest  cash  flows  on  the  floating-rate  liability.

NOTE  C:  COMMON STOCK OFFERING
- -------------------------------
During  March  2002,  the  Company  received net proceeds of approximately $43.9
million  from  a  public  offering  of 2,100,000 shares of its common stock. The
Company  has  repaid  certain  long-term debt obligations and intends to use the
remaining  proceeds  to  fund  its  capital  expenditures and to finance general
working  capital  needs.

During  April  2002,  the  Company  received net proceeds of approximately $10.9
million  from  the  sale  of an additional 521,250 shares of its common stock in
order  to  cover broker over-allotments. The Company intends to use the proceeds
to  fund  its capital expenditures and to finance general working capital needs.

NOTE  D:  NEW ACCOUNTING PRONOUNCEMENTS
- ---------------------------------------
In  July  2001,  the  Financial  Accounting Standards Board issued SFAS No. 141,
"Business  Combinations,"  and  SFAS  No.  142,  "Goodwill  and Other Intangible
Assets,"  and  announced  the approval for issuance of SFAS No. 143, "Accounting
for  Asset  Retirement  Obligations."

SFAS  No.  141 requires all business combinations completed after June 30, 2001,
to  be  accounted  for under the purchase method. This standard also establishes
for  all  business  combinations made after June 30, 2001, specific criteria for
the recognition of intangible assets separately from goodwill. SFAS No. 141 also
requires  that  the  excess  of  the  fair  value  of  acquired assets over cost
(negative  goodwill)  be recognized immediately as an extraordinary gain, rather
than  deferred  and  amortized. The Company will account for all future business
combinations  under  SFAS  No.  141.

SFAS  No.  142 addresses the accounting for goodwill and other intangible assets
after  an acquisition. Goodwill and other intangibles that have indefinite lives
will no longer be amortized, but will be subject to annual impairment tests. All
other  intangible  assets  will  continue  to  be amortized over their estimated
useful  lives.  An  intangible  asset  with  an indefinite useful life should be
tested  for impairment in accordance with guidance in SFAS No. 142 which applies
a  fair-value-based test. SFAS No. 142 is required to be applied in fiscal years
beginning  after  December  15,  2001.  The  Company  ceased amortization of all
indefinite  life  intangibles upon adoption of SFAS No. 142 effective January 1,
2002,  which had a positive effect on net income of approximately $60,000 during
the  quarter  ended  March 31, 2002 as compared to quarter ended March 31, 2001.
The  Company  had  approximately  $8.1  million  in  net book value recorded for
goodwill  at  March  31,  2002.  SFAS  No. 142 also requires the completion of a
transitional goodwill impairment test within six months of adoption. At present,
the  Company  is  currently  assessing  but  has not yet determined the complete
impact,  if  any,  that  the adoption of SFAS No. 142 will have on its financial
position  and  results  of  operations.

SFAS  No.  143  provides  accounting  requirements  for  retirement  obligations
associated  with  tangible  long-lived  assets,  including:  (i)  the  timing of
liability  recognition;  (ii)  initial  measurement  of  the  liability;  (iii)
allocation  of  asset retirement cost to expense; (iv) subsequent measurement of
the  liability;  and  (v) financial statement disclosures. SFAS No. 143 requires
that  an  asset retirement cost should be capitalized as part of the cost of the
related  long-lived  asset  and  subsequently  allocated  to  expense  using  a
systematic and rational method. This standard becomes effective for fiscal years
beginning  after  June  15, 2002. The Company will adopt the Statement effective
January  1,  2003. At this time, the Company has not yet determined what impact,
if  any,  the  adoption  of  this  Statement  will  have on either its financial
position  and  results  of  operations.

In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal  of Long-Lived Assets". SFAS No. 144 addresses financial accounting and
reporting  for  impairment  or  disposal  of  long-lived  assets. This Statement
supersedes  FASB Statement No. 121, "Accounting for the Impairment of Long-Lived
Assets  to  be  Disposed Of", and the accounting and reporting provisions of APB
Opinion  No.  30,  "Reporting the Results of Operations-Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions", for the disposal of a segment of a business.
This  Statement  also amends ARB No. 51, "Consolidated Financial Statements", to
eliminate  the  exception to consolidation for a subsidiary for which control is
likely  to  be  temporary.  SFAS No. 144 is effective for fiscal years beginning
after December 15, 2001. The Company adopted SFAS No. 144 on January 1, 2002 and
there  was  not a material impact on the Company's financial position or results
of  operations.

<PAGE>

                         PART I - FINANCIAL INFORMATION

           Item 2.  Management's Discussion and Analysis of Financial
                       Condition and Results of Operations

<PAGE>




                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


FORWARD-LOOKING INFORMATION
- ----------------------------
Certain  information  included in this Quarterly Report on Form 10-Q constitutes
"forward-looking  statements"  within  the  meaning  of  the  Private Securities
Litigation  Reform  Act  of  1995.  Such  forward-looking  statements, which are
indicated  by the use of words such as "expect", "intend", "estimate", "project"
or  similar  expressions,  may  relate to future financial results and plans for
future  business  activities,  and  are  thus  prospective. Such forward-looking
statements  are  subject  to  risks, uncertainties and other factors which could
cause  actual  results  to  differ  materially  from future results expressed or
implied  by  such  forward-looking statements. Potential risks and uncertainties
include,  but  are not limited to, general economic conditions, competition, the
price  of  fuel, and the availability of drivers, as well as other uncertainties
detailed in this report  and  detailed  from time  to time  in other filings by
the Company with the Securities and Exchange Commission.

THREE  MONTHS  ENDED  MARCH 31, 2002  VS. THREE  MONTHS  ENDED  MARCH  31,  2001
- --------------------------------------------------------------------------------
For  the  quarter ended March 31, 2002, revenues increased 8.4% to $63.3 million
as  compared  to  $58.4  million for the quarter ended March 31, 2001.  The main
factor  contributing  to  the  increase was an increase in the average number of
tractors  from  1,468 in the first quarter of 2001 to 1,679 in the first quarter
of  2002.

Operating  supplies  and  expenses increased from 18.4% of revenues in the first
quarter  of 2001 to 19.0% of revenues in the first quarter of 2002. The increase
relates  to increased equipment repair costs.

Rent  and  purchased transportation decreased from 6.7% of revenues in the first
quarter  of  2001 to 4.4% of revenues in the first quarter of 2002. The decrease
relates  primarily  to  a  decrease  in  amounts  paid  to  other transportation
companies  in  the  form  of  brokerage  fees.

Other  expenses  decreased from 3.0% of revenues in the first quarter of 2001 to
1.2%  of  revenues  in  the  first  quarter  of  2002.  The  decrease relates to
a decrease in amounts considered uncollectible as of March 31, 2002 as compared
to uncollectible balances as of March 31, 2001.

Insurance  and  claims  increased  from 4.2% of revenues in the first quarter of
2001  to 5.6% of revenues in the first quarter of 2002.  The increase relates to
increased premiums associated with the annual renewal of insurance policies.

The  Company's  operating ratio decreased to 89.0% for the first quarter of 2002
as  compared  to 90.5% for the first quarter of 2001, as a result of the factors
described  above.

The  Company's  effective tax rate remained constant for the periods compared at
40.0%, which, combined  with  increased revenues, resulted in an increase in the
provision  for  income  taxes from $1.8 million for the first quarter of 2001 to
$2.4 million for the first quarter of 2002.

Net  income increased to $3.6 million, or 5.7% of revenues, in the first quarter
of  2002  from  $2.6  million, or 4.5% of revenues in the first quarter of 2001,
representing  an  increase  in diluted net income per share to $.40 in the first
quarter  of  2002  from  $.31  in  the  first  quarter  of  2001.


LIQUIDITY  AND  CAPITAL  RESOURCES
- ----------------------------------
During  the  first  three  months of 2002, the Company generated $4.1 million in
cash  from  operating activities. Investing activities used $3.4 million in cash
in  the  first three months of 2002. Financing activities generated $5.1 million
in  the  first three months of 2002 primarily from the issuance of common stock.

Accounts receivable at March 31, 2002 increased approximately $14.4 million from
December 31, 2001. The increase relates primarily to new trade terms between the
Company  and  its  largest  customer  which  have  the  effect  of extending the
collection  of  the  receivable  to  the  next  accounting  period.

During  March and April 2002, the Company received net proceeds of approximately
$54.5  million  from  a public offering of 2,621,250 shares of its common stock.
The Company has repaid certain long-term debt obligations and intends to use the
remaining  proceeds  to  fund  its  capital  expenditures and to finance general
working  capital  needs.  For additional information see Note C to the condensed
consolidated  financial  statements.

The  Company's principal subsidiary, P.A.M. Transport, Inc., maintains two $20.0
million  lines  of  credit  (Line  A  and  Line  B)  with  separate  financial
institutions.  Amounts  outstanding  under Line A bear interest at LIBOR (on the
first  day  of  the  month)  plus  1.40%, are secured by accounts receivable and
mature  on  May  31,  2003. At March 31, 2002, the entire outstanding balance of
$3.1  million on Line A was comprised of letters of credit, with availability to
borrow  $16.9  million.  Amounts outstanding under Line B bear interest at LIBOR
(on  the  last  day  of  the  previous month) plus 1.15%, are secured by revenue
equipment  and  mature on November 30, 2003. At March 31, 2002, Line B was fully
utilized  with  $20.0  million  outstanding.

In  addition  to cash flows from operations, the Company uses its existing lines
of  credit  on  an  interim  basis  to  finance  capital  expenditures and repay
long-term  debt.  Longer-term transactions, such as installment notes (generally
three  to  five  year  terms at fixed rates), are typically entered into for the
purchase of revenue equipment; however, the Company purchased additional revenue
equipment  during the first three months of 2002 at a cost of approximately $4.6
million  using  its  existing lines of credit. During the remainder of 2002, the
Company  plans  to  replace  400 tractors and 180 trailers, and plans to add 100
additional  trailers,  which  would  result  in  net  capital  expenditures  of
approximately  $21.1  million.  Management  expects  that the Company's existing
working capital and its available lines of credit will be sufficient to meet the
Company's  present  capital commitments, to repay indebtedness coming due in the
current  year,  and  to  fund its operating needs during the remainder of fiscal
2002.

During  February  2001  and  May 2001 the Company entered into separate interest
rate  swap  agreements  on  notional  amounts  of  $15,000,000  and  $5,000,000,
respectively.  The  pay  fixed  rate  under  the  swaps  are  5.08%  and  4.83%,
respectively,  while  the  receive  floating  rate  is  "1-month"  LIBOR.  The
$15,000,000 swap agreement terminates on March 2, 2006 while the $5,000,000 swap
agreement terminates on June 2, 2006. For additional information with respect to
the  interest  rate  swap  agreements,  see Note B to the condensed consolidated
financial  statements.


NEW ACCOUNTING PRONOUNCEMENTS
- -----------------------------
In  July  2001,  the  Financial  Accounting Standards Board issued SFAS No. 141,
"Business  Combinations,"  and  SFAS  No.  142,  "Goodwill  and Other Intangible
Assets,"  and  announced  the approval for issuance of SFAS No. 143, "Accounting
for  Asset  Retirement  Obligations."

SFAS  No.  141 requires all business combinations completed after June 30, 2001,
to  be  accounted  for under the purchase method. This standard also establishes
for  all  business  combinations made after June 30, 2001, specific criteria for
the recognition of intangible assets separately from goodwill. SFAS No. 141 also
requires  that  the  excess  of  the  fair  value  of  acquired assets over cost
(negative  goodwill)  be recognized immediately as an extraordinary gain, rather
than  deferred  and  amortized. The Company will account for all future business
combinations  under  SFAS  No.  141.

SFAS  No.  142 addresses the accounting for goodwill and other intangible assets
after  an acquisition. Goodwill and other intangibles that have indefinite lives
will no longer be amortized, but will be subject to annual impairment tests. All
other  intangible  assets  will  continue  to  be amortized over their estimated
useful  lives.  An  intangible  asset  with  an indefinite useful life should be
tested  for impairment in accordance with guidance in SFAS No. 142 which applies
a  fair-value-based test. SFAS No. 142 is required to be applied in fiscal years
beginning  after  December  15,  2001.  The  Company  ceased amortization of all
indefinite  life  intangibles upon adoption of SFAS No. 142 effective January 1,
2002,  which had a positive effect on net income of approximately $60,000 during
the  quarter  ended  March 31, 2002 as compared to quarter ended March 31, 2001.
The  Company  had  approximately  $8.1  million  in  net book value recorded for
goodwill  at  March  31,  2002.  SFAS  No. 142 also requires the completion of a
transitional goodwill impairment test within six months of adoption. At present,
the  Company  is  currently  assessing  but  has not yet determined the complete
impact,  if  any,  that  the adoption of SFAS No. 142 will have on its financial
position  and  results  of  operations.

SFAS  No.  143  provides  accounting  requirements  for  retirement  obligations
associated  with  tangible  long-lived  assets,  including:  (i)  the  timing of
liability  recognition;  (ii)  initial  measurement  of  the  liability;  (iii)
allocation  of  asset retirement cost to expense; (iv) subsequent measurement of
the  liability;  and  (v) financial statement disclosures. SFAS No. 143 requires
that  an  asset retirement cost should be capitalized as part of the cost of the
related  long-lived  asset  and  subsequently  allocated  to  expense  using  a
systematic and rational method. This standard becomes effective for fiscal years
beginning  after  June  15, 2002. The Company will adopt the Statement effective
January  1,  2003. At this time, the Company has not yet determined what impact,
if  any,  the  adoption  of  this  Statement  will  have on either its financial
position  and  results  of  operations.

In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal  of Long-Lived Assets". SFAS No. 144 addresses financial accounting and
reporting  for  impairment  or  disposal  of  long-lived  assets. This Statement
supersedes  FASB Statement No. 121, "Accounting for the Impairment of Long-Lived
Assets  to  be  Disposed Of", and the accounting and reporting provisions of APB
Opinion  No.  30,  "Reporting the Results of Operations-Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions", for the disposal of a segment of a business.
This  Statement  also amends ARB No. 51, "Consolidated Financial Statements", to
eliminate  the  exception to consolidation for a subsidiary for which control is
likely  to  be  temporary.  SFAS No. 144 is effective for fiscal years beginning
after December 15, 2001. The Company adopted SFAS No. 144 on January 1, 2002 and
there  was  not a material impact on the Company's financial position or results
of  operations.

<PAGE>


                         PART II.     OTHER INFORMATION
                         ------------------------------

Item  2.  Changes  in  Securities  and  Use  of  Proceeds
- ---------------------------------------------------------


At  the 2002 Annual Meeting of Stockholders of the Company held May 2, 2002, the
Company's  stockholders  approved,  among  other things, (i) an amendment to the
Company's  Certificate  of Incorporation to effect an increase in the authorized
shares  of  common  stock of the Company from 20 million to 40 million, and (ii)
amendments  to  the  Certificate  of  Incorporation and Bylaws of the Company to
cause  the Company to be governed by the anti-takeover provisions of Section 203
of  the  Delaware  General Corporation Law rather than the similar anti-takeover
provisions  adopted by the Company prior to the enactment of Section 203. A more
detailed  description  of  these matters appears in pages 10-14 of the Company's
definitive proxy statement delivered to stockholders in connection with the 2002
Annual  Meeting,  and  such  pages  are  incorporated  herein  by  reference.

The  Company's Certificate of Incorporation and Bylaws, each as amended pursuant
to the stockholder vote at the 2002 Annual Meeting, are filed as Exhibit 3.1 and
3.2  to  this  Form  10-Q,  respectively.


Item  3.  Quantitative  and  Qualitative  Disclosure  about  Market  Risk.
- --------------------------------------------------------------------------

The  Company's  primary  market risk exposures include commodity price risk (the
price  paid  to obtain diesel fuel for our tractors) and interest rate risk. The
potential  adverse  impact of these risks and the general strategies the Company
employs  to  manage  such  risks  are  discussed  below.

The  following  sensitivity analyses do not consider the effects that an adverse
change  may  have on the overall economy nor do they consider additional actions
the Company may take to mitigate our exposure to such changes. Actual results of
changes  in  prices or rates may differ materially from the hypothetical results
described  below.

Commodity  Price  Risk

Prices  and  availability  of  all  petroleum products are subject to political,
economic and market factors that are generally outside of the Company's control.
Accordingly,  the  price  and  availability  of  diesel  fuel,  as well as other
petroleum  products, can be unpredictable.  Because the Company's operations are
dependent  upon  diesel  fuel,  significant increases in diesel fuel costs could
materially  and  adversely  affect  the  Company's  results  of  operations  and
financial  condition.  Based  upon  the  Company's  2001 fuel consumption, a 10%
increase  in  the  average annual price per gallon of diesel fuel would increase
the  Company's  annual  fuel  expenses  by  $3.2  million.

In  August  2000  and  July  2001, the Company entered into agreements to obtain
price  protection  and  reduce a portion of the Company's exposure to fuel price
fluctuations.  Under  these  agreements,  the  Company was obligated to purchase
minimum amounts of diesel fuel per month, with a price protection component, for
the  six  month  periods  ended  March  31,  2001  and  February  28, 2002.  The
agreements  also provide that if during the 48 months commencing April 2001, the
price  of  heating  oil  on  the New York Mercantile Exchange ("NY MX HO") falls
below  $.58 per gallon, the Company is obligated to pay, for a maximum of twelve
different  months  selected  by the contract holder during such 48-month period,
the difference between $.58 per gallon and NY MX HO average price, multiplied by
900,000  gallons.  Accordingly,  in any month in which the holder exercises such
right,  the Company would be obligated to pay the holder $9,000 for each cent by
which  $.58 exceeds the average NY MX HO price for that month.  For example, the
NY  MX  HO average price during February 2002 was approximately $.54, and if the
holder were to exercise its payment right, the Company would be obligated to pay
the  holder  approximately  $36,000.  In  addition,  if  during any month in the
twelve-month  period commencing January 2005, the average NY MX HO is below $.58
per  gallon,  the  Company  will  be  obligated  to  pay the contract holder the
difference  between  $.58  and  the  average  NY  MX  HO  price  for such month,
multiplied  by  1,000,000  gallons.

Interest  Rate  Risk

The Company's two $20.0 million lines of credit each bear interest at a floating
rate  equal  to  LIBOR  plus a fixed percentage.  Accordingly, changes in LIBOR,
which  are  effected  by  changes  in  interest rates generally, will affect the
interest  rate on, and therefore the Company's costs under, the lines of credit.
In  an  effort  to manage the risks associated with changing interest rates, the
Company  entered  into interest rate swap agreements effective February 28, 2001
and  May  31,  2001,  on  notional  amounts  of  $15,000,000  and  $5,000,000,
respectively.  The  "pay  fixed rates" under the $15,000,000 and $5,000,000 swap
agreements  are  5.08% and 4.83%, respectively.  The "receive floating rate" for
both  swap  agreements  is "1-month" LIBOR.  These interest rate swap agreements
terminate  on  March  2,  2006  and  June 2, 2006, respectively.  Assuming $20.0
million  of  variable  rate debt was outstanding under each of Line A and Line B
for  a  full fiscal year, a hypothetical 100 basis point increase in LIBOR would
result  in  approximately  $200,000  of  additional interest expense, net of the
effect  of  the swap agreements.  For additional information with respect to the
interest  rate  swap  agreements,  see  Note  B  to  the  Company's  condensed
consolidated  financial  statements.

Item  5.  Other  Matters
- ------------------------

The  2002  Annual  Meeting  of  Stockholders  of  the Company was held on May 2,
2002.  The  results  of  the  voting with respect to each matter voted on at the
meeting  is  set  forth  below:

     (1)  Proposal  to  increase  the  size  of the Board of Directors from five
members to eight  members:

               Votes         Votes            Votes
                FOR         AGAINST         ABSTAINING
                ---         -------         ----------
             7,338,624      317,975           1,600

     (2)  Proposal  to  elect  six  directors:

                                             Votes         Votes
                                              FOR         WITHHELD
                                              ---         --------
          Robert  W.  Weaver               7,267,749       389,750
          Daniel  C.  Sullivan             7,267,749       389,750
          Charles  F.  Wilkins             7,267,749       389,750
          Matthew  T.  Moroun              7,267,749       389,750
          Fredrick  P.  Calderone          7,267,749       389,750
          Manuel  J.  ("Matty")  Moroun    7,294,424       355,175

     (3)  Proposal  to  amend  the  company's  Certificate  of  Incorporation to
increase  the  number  of  authorized shares of common stock of the company from
20,000,000  to  40,000,000:

               Votes         Votes            Votes
                FOR         AGAINST         ABSTAINING
                ---         -------         ----------
             7,239,647      418,551              0

     (4)  Proposal to amend the Company's Certificate of Incorporation to delete
Articles 12 and 13 thereof and amend the Bylaws of the Company to delete Article
XIII  thereof,  resulting  in  the  Company  being governed by the anti-takeover
provisions  of  Section  203  of  the  Delaware  General  Corporation  Law:

               Votes         Votes            Votes
                FOR         AGAINST         ABSTAINING
                ---         -------         ----------
             7,341,147      316,951             100


Item  6.    Exhibits  and  Reports  on  Form  8-K.
- --------------------------------------------------

(a)    The  following  exhibits  are  filed  with  this  report:

           3.1    -   Certificate  of  Incorporation of the Company, as amended.
           3.2    -   Bylaws  of  the  Company,  as  amended
          11.1    -   Statement  Re:  Computation of Diluted Earnings Per Share.


(b)    Reports  on  Form  8-K

         A Current Report on Form 8-K was filed on February 14, 2002 regarding a
press  release  issued  to  announce  the Company's fourth quarter 2001 results.
No  other  reports  on  Form  8-K  were  filed  during  the first quarter ending
March  31,  2002.



<PAGE>



                                   SIGNATURES


Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
Registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized.



                         P.A.M.  TRANSPORTATION  SERVICES,  INC.




Dated:   May 14, 2002              By: /s/ Robert  W.  Weaver
                                   ---------------------------------
                                   Robert W. Weaver
                                   President and Chief Executive Officer
                                   (principal executive officer)


Dated:   May 14, 2002              By: /s/ Larry  J.  Goddard
                                   ---------------------------------
                                   Larry J. Goddard
                                   Vice President-Finance, Chief Financial
                                   Officer, Secretary and Treasurer
                                   (principal accounting and financial officer)




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>3
<FILENAME>doc3.txt
<TEXT>

EXHIBIT 3.1

                    CERTIFICATE OF INCORPORATION, AS AMENDED
                                       OF
                      P.A.M. TRANSPORTATION SERVICES, INC.

1.  The  name  of  the  corporation  is  P.A.M.  Transportation  Services,  Inc.

2.  The address of its registered office in the State of Delaware is Corporation
Trust  Center  1209  Orange  Street,  in  the  City of Wilmington, County of New
Castle.  The  name  of  the  registered agent at such address is The Corporation
Trust  Company.

3.  The  nature  of  the  business  or purpose to be conducted or promoted is to
engage in any lawful act of activity to which corporation may be organized under
the  General  Corporation  Law  of  Delaware.

4.  The  corporation  shall have authority to issue 50,000,000 shares of capital
stock,  consisting  of  40,000,000 shares of common stock, having a par value of
$.01  per  share,  designated "common stock," and 10,000,000 shares of preferred
stock,  having  a  par  value  of  $.01 per share, designated "preferred stock."

Authority  is  hereby  expressly  granted to the Board of Directors from time to
time  to issue the Preferred stock as Preferred stock of one or more series and,
in  connection  with  the  creation  of any such series, to fix by resolution or
resolutions  providing  for the issue of such shares of the designation, powers,
preferences,  and  relative, participating, optional, or other special rights of
such  series, and the qualifications, limitations, or restrictions thereof. Such
authority  of  the Board of Directors with respect to each series shall include,
but  not  be  limited  to,  the  determination  of  the  following:

(a)  the  distinctive  designation of, and the number of shares comprising, such
series,  which  number  may be increased (except where otherwise provided by the
Board  of Directors in creating such series) from time to time by like action of
the  Board  of  Directors;

(b)  the  dividend  rate  or  amount for such series, if any, the conditions and
dates  upon  which dividends shall be payable, the relation which such dividends
therein shall bear to the dividends payable on any other class or classes or any
other  series of any class or classes of stock, and whether such dividends shall
be  cumulative  or  non-cumulative;

(c)  whether  or not the shares or such series shall be subject to redemption by
the  corporation  and  the  times, prices and other terms and conditions of such
redemption;

(d)  whether  or not the shares of such series shall be subject to the operation
of  a  sinking fund or purchase fund to be applied to the redemption or purchase
of  such  shares  and, if such a fund be established, the amount thereof and the
terms  and  provisions  relative  to  the  application  thereof;

(e)  whether  or not the shares of such series shall have voting rights, and, if
they  are  to  have  voting  rights,  the  extent  thereof;

(f)  the  rights  of  the shares of such series in the event of any liquidation,
dissolution,  or  winding  up of the corporation or upon any distribution of its
assets;  and

(g)  any  other  powers,  preferences,  and relative participating, optional, or
other  special  rights  of  the  shares  of such series, and the qualifications,
limitations,  or  restrictions  thereof,  to  the  full  extent now or hereafter
permitted  by  law  and  nonconsistent  with  the  provisions  hereof.

5.  The  corporation  is  to  have  perpetual  existence.

6.  Whenever  a  compromise  or arrangement is proposed between this corporation
and  its  creditors or any class of them and/or between this corporation and its
stockholders  or  any  class of them, any court of equitable jurisdiction within
the  State  of  Delaware  may,  on  the  application  in  a  summary way of this
corporation  or  of any creditor of stockholder thereof or on the application of
any receiver or receivers appointed for this corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolutions  or of any receiver or receivers appoint for this corporation under
the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of
the  creditors  or  class  of  creditors, and/or of the stockholders or class of
stockholders  of  this  corporation,  as the case may be, to be summoned in such
manner  as  the  said  court  directors.  If  a  majority in number representing
three-fourths  in  value  of  the  creditors or class of creditors and/or of the
stockholders  or  class of stockholders of this corporation, as the case may be,
agree  to  any  compromise  or  arrangement  and  to  any reorganization of this
corporation  as  consequence  of  such  compromise  or  arrangement,  the  said
compromise  or  arrangement  and the said reorganization shall, if sanctioned by
the  court  to  which  the said application has been made, be binding on all the
creditors  or  class  of  creditors,  and/or on all the stockholders or class of
stockholders,  of  this  corporation,  as  the  case  may  be,  and also on this
corporation.

7.  No  director  of  the  corporation shall be liable to the corporation or its
stockholders  for  monetary  damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which  involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from  which  the  director  derived  an  improper  personal  benefit.

8.  In furtherance and not in limitation of the powers conferred by statute, the
Board  of Directors is expressly authorized to make, alter or repeal the by-laws
of  the  corporation.

9.  Election  of  the directors need not be by written ballot unless the by-laws
of  the  corporation  shall  so  provide.

10. Meetings  of  stockholders  may  be  held  within  or  without  the State of
Delaware,  as  the by-laws may provide. The books of the corporation may be kept
(subject  to  any  provision  contained  in  the  statutes) outside the State of
Delaware  at  such place or places as may be designated from time to time by the
Board  of  Directors  of  any  by-laws  of  the  corporation.

11. The  corporation  reserves  the  right to amend, alter, change or repeal any
provision  contained  in this Certificate of Incorporation, in the manner now or
hereafter  prescribed  by  statute,  and  all rights conferred upon stockholders
herein  are  granted  subject  to  this  reservation.

12. A.  The  Board of Directors of the corporation, when evaluating any offer to
another  individual, firm, corporation, or other entity ("Person") (a) to make a
tender  or  exchange  offer  for  any equity security of the corporation, (b) to
merge  or consolidate the corporation with such other person, or (c) to purchase
or  otherwise  acquire  all or substantially all of the properties and assets of
the corporation ("Acquisition Proposal"), shall, in connection with the exercise
of  its  business  judgment  in  determining what is in the best interest of the
corporation  and  its  stockholders,  give  due  consideration  to  all relevant
factors,  including  without  limitation, the consideration being offered in the
Acquisition  Proposal  in  relation  to  the  then  current  market price of the
corporation's  stock,  but  also  in  relation  to the then current value of the
corporation  in  a freely negotiated transaction and in relation to the Board of
Directors'  then  estimate  of  the  future  value  of  the  corporation  as  an
independent entity, the social and economic effects on the employees, customers,
suppliers,  and  other constituents of the corporation and on the communities in
which  the  corporation  and  its  subsidiaries  operate  or are located and the
desirability  of  maintaining  independence  from any other business or business
entity.

    B.     No  amendment  to  this  Amended  and  Restated  Certificate  of
Incorporation shall amend, alter, change or repeal any of the provisions of this
Article 12, unless such amendment, in addition to receiving any shareholder vote
or  consent required by the laws of the State of Delaware in effect at the time,
shall  receive  the  affirmative  vote or consent of the holders of seventy-five
percent  (75%) of the outstanding shares of stock of the corporation entitled to
elect  Directors.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>4
<FILENAME>doc4.txt
<TEXT>

EXHIBIT 3.2

                                     BY-LAWS
                                       OF
                      P.A.M. TRANSPORTATION SERVICES, INC.
                          (RESTATED AS OF MAY 14, 2002)

                                   ARTICLE I.
                             SHAREHOLDERS MEETINGS

SECTION  1.    PLACE OF MEETING.  The Board of Directors may designate any place
within  or  without the State of Delaware as the place of meeting for any annual
or  for any special meeting called by the Board of Directors. A waiver of notice
signed by all shareholders entitled to vote at a meeting may designate any place
within  or  without  the  State of Delaware as the place for the holding of such
meeting. If no designation is made, or if a special meeting be otherwise called,
the  place  of  meeting  shall be the principal office of the Corporation in the
State  of  Arkansas.

SECTION  2.    ANNUAL  MEETING.  The  annual  meeting of the shareholders of the
Corporation shall be held on such date, at such time and at such place within or
without  the  State  of Delaware as may be designated by the Board of Directors,
for  the  purpose  of  electing  directors and for the transaction of such other
business  as  may  be  properly  brought  before  the  meeting.

SECTION  3.    SPECIAL MEETINGS.  Special  meetings of the shareholders, for any
purpose  or  purposes, unless otherwise prescribed by statute or the Amended and
Restated Certificate of Incorporation, may be called by the President, the Chief
Executive  Officer,  or  the  Chairman  of  the  Board of Directors, if any. The
President  or  Secretary  shall  call  a  special meeting when: (1) requested in
writing  by  any  two  or  more of the Directors; or (2) requested in writing by
shareholders  owning  at least seventy-five percent (75%) of the shares entitled
to  vote.  Such  written  request  shall  state  the  purpose or purposes of the
proposed  meeting. No business shall be transacted and no corporate action shall
be  taken  other than that stated in the notice of the meeting unless all of the
shareholders  are  present  in  person  or  by  proxy, in which case any and all
business may be transacted at the meeting even though the business is transacted
without  notice.  The  provisions  of  this  Section  shall be amended, altered,
changed  or repealed only with the affirmative vote or consent of the holders of
at  least  seventy-five  percent (75%) of the outstanding shares of the stock of
the  Corporation entitled to elect Directors, in addition to any approval of the
Board  of  Directors  or  any shareholder vote or consent required by law or any
provision of the Amended and Restated Certificate of Incorporation or otherwise.

SECTION  4.    NOTICE.  Except  as  otherwise  required  by  statute  or  the
Certificate  of  Incorporation,  written  notice  of  each  meeting  of  the
shareholders,  whether  annual or special, shall be served, either personally or
by  mail,  upon each shareholder of record entitled to vote at such meeting, not
less  than ten (10) nor more than sixty (60) days before the meeting. If mailed,
such  notice  shall be directed to a shareholder at his post office address last
shown  on  the  records  of  the  Corporation.  Notice of any special meeting of
shareholders  shall  state  the  purpose  or  purposes  for which the meeting is
called.  Notice of any meeting of shareholders shall not be required to be given
to  any  shareholder  who,  in  person  or by his attorney thereunto authorized,
either  before  or  after such meeting, shall waive such notice. Attendance of a
shareholder  at a meeting, either in person or by proxy, shall itself constitute
waiver  of  notice and waiver of any and all objections to the place and time of
the  meeting  and  manner in which it has been called or convened, except when a
shareholder  attends  a  meeting  solely  for  the  purpose  of  stating, at the
beginning  of  the  meeting, any such objections to the transaction of business.
Notice  of  the  time  and  place  of  any  adjourned  meeting need not be given
otherwise than by the announcement at the meeting at which adjournment is taken.

SECTION  5.    QUORUM.  The  holders  of  a  majority  of  the  stock  issued,
outstanding  and  entitled  to vote thereat, present in person or represented by
proxy,  shall  constitute a quorum at all meetings of the shareholders and shall
be  requisite  for  the transaction of business, except as otherwise provided by
law, by the Certificate of Incorporation, or by these By-Laws. If, however, such
majority shall not be present or represented at any meeting of the shareholders,
the  shareholders entitled to vote thereat, present in person or by proxy, shall
have  the  power  to adjourn the meeting from time to time, without notice other
than  announcement  at  the  meeting, until the requisite amount of voting stock
shall  be  present. At such adjourned meeting at which a quorum shall be present
in  person  or  by  proxy,  any  business may be transacted that might have been
transacted  at  the  meeting  originally  called.

SECTION  6.    VOTING,  PROXIES.  At  every  meeting  of  the  shareholders, any
shareholder  having  the right to vote shall be entitled to vote in person or by
proxy,  but  no  proxy  shall be voted after eleven months from its date, unless
said  proxy  provides  for a longer period. Each shareholder shall have one vote
for each share of stock having voting power, registered in his name on the books
of the Corporation. If a quorum is present, the affirmative vote of the majority
of  the shares represented at the meeting entitled to vote on the subject matter
shall  be  the  act of the shareholders, except as otherwise provided by law, by
the  Certificate  of  Incorporation  or  by  these  By-Laws.

SECTION  7.    FIXING  OF  RECORD  DATE.  For  the  purpose  of  determining
shareholders  entitled to notice of or to vote at any meeting of shareholders or
any  adjournment  thereof,  or  shareholders  entitled  to  receive  payment  of
dividends,  the  Board of Directors may fix in advance a date as the record date
for any such determination of shareholders, such date in any case to be not less
than  ten  (10)  nor  more  than  sixty (60) days prior to the date on which the
particular action, requiring such determination of shareholders, is to be taken.
If  no  record  date  is fixed for the determination of shareholders entitled to
notice  of  or to vote at a meeting of shareholders, or shareholders entitled to
receive payment of dividends, the date on which notice of the meeting is mailed,
or  on the date on which the resolution of the Board of Directors declaring such
dividend  is  adopted,  as  the  case  may  be, shall be the record date. When a
determination  of  shareholders  entitled to vote at any meeting of shareholders
has been made as provided in this section, such determination shall apply to any
adjournment  thereof.

SECTION  8.    INFORMAL  ACTIONS  BY  SHAREHOLDERS.  Any  action  required to be
taken  at  a meeting of the shareholders, or any other action which may be taken
at  a  meeting  of  the  shareholders, may be taken without a meeting if written
consent,  setting forth the action so taken, shall be signed by the shareholders
of outstanding stock having not less than the minimum number of votes that would
be  necessary  to  authorize or take such action at a meeting of shareholders at
which  all shares entitled to vote thereon were present and voted. Prompt notice
of  the  taking  of  any  such  corporate  action without a meeting by less than
unanimous  written  consent  shall  be  given to those stockholders who have not
consented  in  writing.  Such  consent shall have the same force and effect as a
unanimous  vote  of  the  shareholders.

                                   ARTICLE II

                                   DIRECTORS

SECTION  1.    GENERAL POWERS.  Except as may be otherwise provided by any legal
agreement among shareholders, the property and business of the Corporation shall
be  managed  by  its Board of Directors. In addition to the powers and authority
expressly  conferred  by  these By-Laws, the Board of Directors may exercise all
such powers of the Corporation and do all such lawful acts and things as are not
by  law,  or by any legal agreement among shareholders, or by the Certificate of
Incorporation  or  by these By-Laws directed or required to be exercised or done
by  the  shareholders.

SECTION  2.    NUMBER, TENURE, QUALIFICATIONS, REMOVAL.  The  Board of Directors
shall consist of not less than three (3) nor more than fifteen (15) members, the
precise  number to be fixed by resolution of the shareholders from time to time.
Each  Director  shall  hold office until the annual meeting of shareholders held
next  after  his  election and until his successor has been duly elected and has
qualified,  or  until  his  earlier  resignation, removal from office, or death.
Directors  need  not  be  shareholders. Any Director may be removed at any time,
with  or  without  cause, by the affirmative vote of the holders of seventy-five
percent (75%) of the outstanding shares of the stock of the Corporation entitled
to  elect Directors, either at the annual meeting or at a special meeting called
for  that  purpose.  This Section shall be amended, altered, changed or repealed
only  with  the  affirmative  vote  or  consent  of  the  holders  of  at  least
seventy-five percent (75%) of the outstanding shares of stock of the Corporation
entitled  to  elect  Directors,  in  addition  to  any  approval of the Board of
Directors or any shareholder vote or consent required by law or any provision of
the  Amended  and  Restated  Certificate  of Incorporation of the Corporation or
otherwise.

SECTION  3.    VACANCIES,  HOW  FILLED.  If  any  vacancy  shall occur among the
Directors  by  reason  of  the  resignation, removal or death of a Director, the
remaining  Directors  shall continue to act, and such vacancies may be filled by
the  vote  of  the  majority of the Directors then in office, though less than a
quorum, and if not therefore filled by action of the Directors, may be filled by
the  shareholders  at  any  meeting  held  during the existence of such vacancy;
provided  that  whenever  any Director shall have been elected by the holders of
any  class  of  stock  of the Corporation voting separately as a class under the
provisions of the Certificate of Incorporation, such Director may be removed and
the  vacancy filled only by the holders of that class of stock voting separately
as  a  class.  A  Director  elected  to  fill a vacancy shall be elected for the
unexpired  term  of  his  predecessor  in  office.

SECTION  4.    PLACE  OF MEETING.  The  Board of Directors may hold its meetings
at  such  place or places within or without the State of Delaware as it may from
time  to  time  determine.

SECTION  5.    COMPENSATION.  Directors  may  be  allowed  such compensation for
attendance  at  regular or special meetings of the Board of Directors and of any
special  meeting  or  standing  committees  thereof  as may be from time to time
determined  by  resolution  of  the  Board  of  Directors.

SECTION  6.    REGULAR  MEETINGS.  A  regular  annual  meeting  of  the Board of
Directors shall be held without other notice than this By-Law immediately after,
and  at  the  same  place  as,  the annual meeting of shareholders. The Board of
Directors  may  provide, by resolution, the time and place within or without the
State  of Delaware, for the holding of additional regular meetings without other
notice  than  such  resolution.

SECTION  7.    SPECIAL MEETINGS.  Special meetings of the Board of Directors may
be  called  by  the  Chairman  of  the Board, the Chief Executive Officer or the
President  on not less than two (2) days' notice by mail, telegram, cablegram or
personal  delivery  to  each Director and shall be called by the Chairman of the
Board,  the  Chief  Executive  Officer,  the  President or the Secretary in like
manner  and  on  like  notice  on  the  written  request  of any two (2) or more
Directors.  Any  such  special  meeting  shall be held at such time and place as
shall  be stated in the notice of the meeting. Unless otherwise indicated in the
notice  thereof,  any  and all business other than an amendment of these By-Laws
may  be transacted at any special meeting, and an amendment of these By-Laws may
be  acted upon if the notice of the meeting shall have stated that the amendment
of  these By-Laws is one of the purposes of the meeting. At any meeting at which
every  Director  shall  be present, even though without any notice, any business
may  be  transacted,  including  the  amendment  of  these  By-Laws.

SECTION  8.    NOTICE,  WAIVER  BY  ATTENDANCE.  No  notice  of a meeting of the
Board  of  Directors  need be given to any Director who signs a waiver of notice
either  before  or  after the meeting. The attendance of a Director at a meeting
shall  constitute  a  waiver of notice of such meeting and waiver of any and all
objections to the place of the meeting, the time of the meeting or the manner in
which  it  has  been  called  or  convened except when a Director states, at the
beginning of the meeting, any such objection or objections to the transaction of
business.

SECTION  9.    QUORUM.  At  all meetings of the Board of Directors, the presence
of  a majority of the Directors shall constitute a quorum for the transaction of
business.  In the absence of a quorum a majority of the Directors present at any
meeting  may adjourn from time to time until a quorum be had. Notice of the time
and  place  of  any  adjourned meeting need only be given by announcement at the
meeting  at  which  adjournment  is  taken.

SECTION 10.    MANNER  OF  ACTING.  The  act  of  the  majority of the Directors
present  at a meeting at which a quorum is present shall be the act of the Board
of  Directors.

SECTION 11.    EXECUTIVE  COMMITTEE.  In  furtherance  and  not in limitation of
the  powers  conferred  by  statute,  the  Board  of  Directors may establish an
Executive  Committee  of  two (2) or more Directors constituted and appointed by
the  Board  of Directors from their number who shall meet when deemed necessary.
They  shall  have authority to exercise all the powers of the Board which may be
lawfully delegated and not inconsistent with these By-Laws, at any time and when
the  Board  is  not  in  session.  The  committee  shall elect a Chairman, and a
majority  of  the  whole  committee  shall constitute a quorum; and the act of a
majority  of  members present at a meeting at which a quorum is present shall be
the  act  of the committee provided all members of the committee have had notice
of  such  meeting  or  waived  such  notice. Notice of meetings of the Executive
Committee  shall  be  the same as required for a special meeting of the Board of
Directors  as  outlined  in  Section  7  of  this  Article  II.

SECTION 12.    OTHER  COMMITTEES.  In  addition  to the Executive Committee, the
Board  of  Directors may, by resolution passed by a majority of the whole Board,
designate  one  or  more committees, including without limitation a Compensation
Committee,  each  committee  to  consist  of one or more of the Directors of the
Corporation.  The Board 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 he or they constitute a quorum, may
unanimously  appoint  another  member  of  the  Board of Directors to act at the
meeting  in  the  place  of  any  such  absent  or disqualified member. Any such
committee,  to  the  extent  provided  by resolution passed by a majority of the
whole  Board,  shall  have  and may exercise all the powers and authority of the
Board  of  Directors  in  the  management of the business and the affairs of the
Corporation,  and may authorize the seal of the Corporation to be affixed to all
papers  which  may  require  it;  but  no such committee shall have the power or
authority in reference to amending the Certificate of Incorporation, adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease  or exchange of all or substantially all of the Corporation's property and
assets,  recommending  to the stockholders a dissolution of the Corporation or a
revocation  of  a  dissolution,  or  amending  these  By-Laws;  and  unless such
resolution,  these  By-Laws,  or  the  Certificate of Incorporation expressly so
provide,  no  such  committee  shall  have  the  power to authorize to declare a
dividend  or  to  authorize  the  issuance  of  stock.

SECTION 13.    ACTION WITHOUT FORMAL MEETING.  Any  action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may  be  taken  without  a  meeting  if written consent thereto is signed by all
members  of the Board of Directors or of such committee, as the case may be, and
such  written  consent is filed with the Minutes of the proceedings of the Board
or  committee.

SECTION 14.    CONFERENCE CALL MEETINGS.  Members  of the Board of Directors, or
any  committee  designated  by  such Board, may participate in a meeting of such
Board  or  committee  by means of conference telephone or similar communications
equipment  by  means  of which all persons participating in the meeting can hear
each  other,  and  participation  in  a  meeting  pursuant to this Section shall
constitute  presence  in  person  at  such  meeting.

                                  ARTICLE III.

                                    OFFICERS

SECTION  1.    OFFICERS.  The  officers  of  the  Corporation  shall  be a Chief
Executive  Officer,  a  Chief  Operating  Officer,  a Chief Financial Officer, a
President, one or more Executive Vice Presidents or Vice Presidents, a Secretary
and  a  Treasurer,  and such additional officers, if any, as shall be elected by
the  Board of Directors pursuant to the provisions of Section 11 of this Article
III.  The  Chief  Executive Officer, the Chief Financial Officer, the President,
one  or more Executive Vice Presidents or Vice Presidents, the Secretary and the
Treasurer, shall be elected by the Board of Directors at its first meeting after
each annual meeting of the shareholders. The failure to hold such election shall
not of itself terminate the term of office of any officer. Any number of offices
may be held simultaneously by the same person, except that the person serving as
Chief  Financial  Officer  may  not  serve simultaneously as the Chief Executive
Officer.  Any  Chairman  and Vice Chairman, if such positions are created by the
Board  of  Directors,  shall be Directors of the Corporation. All other officers
may, but need not be, Directors. Any officer may resign at any time upon written
notice  to  the  Corporation.

     All  officers,  agents  and  employees shall be subject to removal, with or
without  cause, at any time by the Board of Directors. The removal of an officer
without  cause  shall  be  without prejudice to his contract rights, if any. The
election  or  appointment  of  an  officer  shall  not of itself create contract
rights.  All  agents  and  employees other than officers elected by the Board of
Directors  shall  also be subject to removal, with or without cause, at any time
by  the  officers  appointing  them.

     Any  vacancy  caused  by  the  death  of  any officer, his resignation, his
removal,  or otherwise, may be filled by the Board of Directors, and any officer
so  elected  shall  hold  office  at  the  pleasure  of  the Board of Directors.

     In  addition to the powers and duties of the officers of the Corporation as
set  forth  in  these  By-Laws, the officers shall have such authority and shall
perform  such  duties  as  from  time  to time may be determined by the Board of
Directors.

SECTION  2.    POWERS  AND DUTIES OF THE CHAIRMAN.  The  Chairman, if any, shall
preside  at  all  meetings  of the shareholders and of the Board of Directors at
which  he  shall be present and shall have such other duties as may from time to
time  be  assigned  by  these  By-Laws  or  by  the  Board  of  Directors.

SECTION  3.    POWERS  AND  DUTIES  OF THE VICE CHAIRMAN.  The  Vice Chairman or
Chairmen,  if  any,  shall  have such powers and perform such duties as may from
time  to  time  by  assigned  by  the Board of Directors or the Chairman. In the
absence of the Chairman, the Vice Chairman, if any, (or if more than one, one of
the Vice Chairmen as designated by the Board of Directors ) shall preside at all
meetings  of  the  shareholders  and the Board of Directors at which he shall be
present.

SECTION  4.    POWERS  AND  DUTIES  OF  THE CHIEF EXECUTIVE OFFICER.  The  Chief
Executive  Officer  shall be the chief executive officer of the Corporation and,
subject  to the control of the Board of Directors, shall have general charge and
control of all its business and affairs and shall perform all duties incident to
the  office  of Chief Executive Officer; he may sign and execute, in the name of
the  Corporation,  all  authorized  deeds,  mortgages,  bonds,  notes  and other
evidence  of  indebtedness,  contracts  or other instruments, except in cases in
which  the signing and execution thereof shall have been expressly excluded from
the  Chief Executive Officer and delegated to some other officer or agent of the
Corporation  by  the  Board  of  Directors.  In the absence or disability of the
Chairman  and  all Vice Chairmen, or if the Board of Directors has not elected a
Chairman  or  Vice  Chairman,  the  Chief Executive Officer shall preside at all
meetings  of  the shareholders and of the Board of Directors and shall have such
other  powers and perform such other duties as may from time to time be assigned
to  him  by  these  By-Laws  or  by  the  Board  of  Directors.

SECTION  5.    POWERS  AND  DUTIES  OF  THE CHIEF OPERATING OFFICER.  The  Chief
Operating  Officer  shall  be the principal operating officer of the Corporation
with  authority as such, and at the request of the Chief Executive Officer or in
his  absence  or  disability  to  act, shall perform the duties and exercise the
functions  of  the  Chief  Executive Officer, and when so acting shall have such
other  powers and perform such other duties as may from time to time be assigned
to  him  by  the  Board  of  Directors  or  the  Chief  Executive  Officer.

SECTION  6.    POWERS  AND  DUTIES  OF  THE CHIEF FINANCIAL OFFICER.  The  Chief
Financial  Officer  shall be the chief accounting officer of the Corporation; he
shall  see  that  the  books  and  account  and  other accounting records of the
Corporation  are  kept  in proper form and accurately; and, in general, he shall
perform  all the duties incident to the office of Chief Financial Officer of the
Corporation and such other duties as may from time to time be assigned to him by
the  Board  of  Directors  or  the  Chief  Executive  Officer.

SECTION  7.    POWERS AND DUTIES OF THE PRESIDENT.  The President shall act as a
general  executive  officer  of the Corporation and shall have such other powers
and  perform  such  other  duties as may from time to time be assigned to him by
these  By-Laws  or  by the Board of Directors or by the Chief Executive Officer.

SECTION  8.    POWERS  AND  DUTIES  OF  THE  EXECUTIVE  VICE  PRESIDENT OR  VICE
PRESIDENT.  Each  Executive  Vice  President or Vice President shall perform all
duties  incident  to  such  office  and  shall have such powers and perform such
duties  as  may  from time to time be assigned to him by these By-Laws or by the
Board  of  Directors  or  the  Chief  Executive  Officer.

SECTION  9.    POWERS AND DUTIES OF THE SECRETARY.  The Secretary shall keep the
minutes of meetings of the Board of Directors and the minutes of all meetings of
the  shareholders  in  books  provided  for that purpose; he shall attend to the
giving  or  serving of all notices of the Corporation; he shall have the custody
of  the  corporate  seal  of  the  Corporation  and shall affix the same to such
documents  and  other  papers  as  the Board of Directors or the Chief Executive
Officer  shall  authorize  and  direct;  he  shall  have  charge  of  the  stock
certificate  books,  transfer  books  and stock ledgers and such other books and
papers  as  the  Board of Directors or the Chief Executive Officer shall direct,
all  of  which  shall  at all reasonable times be open to the examination of any
Director,  upon  application,  at the offices of the Corporation during business
hours;  and  he  shall  perform  such  other  duties as may from time to time be
assigned  to  him  by  these  By-Laws  or  the  Board  of Directors or the Chief
Executive  Officer.

SECTION 10.   POWERS  AND  DUTIES OF THE TREASURER.  The  Treasurer  shall  have
custody of, and when proper shall pay out, disburse or otherwise dispose of, all
funds  and  securities of the Corporation which may have come into his hands; he
may  endorse on behalf of the Corporation for collection checks, notes and other
obligations and shall deposit sham to the credit of the Corporation in such bank
or  banks or depositary or depositaries as the Board of Directors may designate;
he shall sign all receipts and vouchers for payments made to the Corporation; he
shall  enter  or  cause  to be entered regularly in the books of the Corporation
kept  for  the  purpose full and accurate accounts of moneys received or paid or
otherwise  disposed of by him and whenever required by the Board of Directors or
the  Chief  Executive  Officer  shall render statements of such accounts; and he
shall perform all duties incident to the office of Treasurer and shall also have
such  other  powers and shall perform such other duties as may from time to time
be  assigned  to  him by these By-Laws or by the Board of Directors or the Chief
Executive  Officer.

SECTION 11.    ADDITIONAL  OFFICERS.  The  Board  of  Directors may from time to
time  elect  such  other officers (who may but need not be Directors), including
Controllers, Assistant Treasurers, Assistant Secretaries and Assistant Financial
Officers,  as  the  Board  may  deem advisable and such officers shall have such
authority  and shall perform such duties as may from time to time be assigned to
them  by  the  Board  of  Directors  or  the  Chief  Executive  Officer.

     The  Board of Directors may from time to time by resolution delegate to any
Assistant  Treasurer  or Assistant Treasurers any of the powers or duties herein
assigned to the Treasurer; and may similarly delegate to any Assistant Secretary
or  Assistant  Secretaries  any  of  the powers or duties herein assigned to the
Secretary.

SECTION 12.    GIVING OF BOND BY OFFICERS.  All officers of the Corporation, if
required  to  do  so  by  the  Board  of  Directors,  shall furnish bonds to the
Corporation  for  the  faithful performance of their duties, in such amounts and
with  such  conditions  and  security  as  the  Board  shall  require.

SECTION 13.    VOTING  UPON  STOCKS.  Unless  otherwise  ordered by the Board of
Directors,  the  Chief Executive Officer, the Chief Operating Officer, the Chief
Financial Officer, the President, any Executive Vice President or Vice President
shall  have  full power and authority on behalf of the Corporation to attend and
to  act  and  to vote, or in the name of the Corporation to executive proxies to
vote,  at  any  meetings  of  shareholders  of  any  corporation  in  which  the
Corporation  may  hold  stock,  and  at  any such meetings shall possess and may
exercise,  in  person  or  by  proxy,  any and all rights, powers and privileges
incident to the ownership of such stock. The Board of Directors may from time to
time,  by  resolution,  confer  like  powers  upon  any other person or persons.

SECTION 14.    COMPENSATION OF OFFICERS.  The  officers of the Corporation shall
be  entitled  to receive such compensation for their services as shall from time
to  time  be determined by the Board of Directors or by a committee of the Board
to  which  the  Board  of  Directors  has  delegated  such  responsibility.

                                   ARTICLE IV.

                                  CAPITAL STOCK

SECTION  1.    FORM.  The  interest  of each shareholder shall be evidenced by a
certificate  representing  shares of stock of the Corporation, which shall be in
such  form  as  the  Board of Directors may from time to time adopt and shall be
numbered  and  shall  be  entered  in  the  books of the Corporation as they are
issued.  Each  certificate shall exhibit the holder's name, the number of shares
and  class  of  shares and series, if any, represented thereby, a statement that
the  Corporation  is  organized under the laws of the State of Delaware, and the
par  value  of  each share or a statement that the shares are without par value.
Each  certificate shall be signed by the Chairman of the Board, the President or
a vice President and the Secretary or an Assistant Secretary or the Treasurer or
an  Assistant Treasurer and shall be sealed with the seal of the Corporation. In
case  any  officer  or  officers  who  shall have signed any such certificate or
certificates  shall  cease  to  be  such officer or officers of the Corporation,
whether  because  of death, resignation or otherwise, before such certificate or
certificates  shall  have been delivered by the Corporation, such certificate or
certificates  may  nevertheless  be issued and delivered as though the person or
persons  who  signed  such certificate or certificates had not ceased to be such
officer  or  officers  of  the  Corporation.

SECTION  2.    TRANSFER.  Transfers  of  stock shall be made on the books of the
Corporation only by the person named in the certificate, or by attorney lawfully
constituted in writing, and upon surrender of the certificate thereof, or in the
case  of  a  certificate  alleged  to  have been lost, stolen or destroyed, upon
compliance  with  the  provisions  of  Section  4,  Article IV of these By-Laws.

SECTION  3.    RIGHTS OF HOLDER.  The Corporation shall be entitled to treat the
holder  of  any  share  of  the  Corporation as the person entitled to vote such
share, to receive any dividend or other distribution with respect to such share,
and  for  all other purposes and accordingly shall not be bound to recognize any
equitable  or  other claim to or interest in such share on the part of any other
person,  whether or not it shall have express or other notice thereof, except as
otherwise  provided  by  law.

SECTION  4.    LOST  OR  DESTROYED  CERTIFICATES.  Any  person  claiming  a
certificate  of stock to be lost, stolen or destroyed shall make an affidavit or
affirmation of the fact in such manner as the Board of Directors may require and
shall  if  the  Board  of  Directors so requires, give the Corporation a bond of
indemnity  in  the form and amount and with one or more sureties satisfactory to
the  Board  of Directors, whereupon an appropriate new certificate may be issued
in  lieu  of  the  one  alleged  to  have  been  lost,  stolen  or  destroyed.

                                   ARTICLE V.

                                  FISCAL YEAR

     The  fiscal  year of the Corporation  shall  be established by the Board of
Directors  of  the  Corporation.

                                  ARTICLE VI.

                                      SEAL

     The corporate seal shall be in such form as the Board of Directors may from
time to  time  determine.

                                  ARTICLE VII.

                                ANNUAL STATEMENTS

     No  later  than four months after the close of each fiscal year, and in any
case  prior  to  the  next annual meeting of shareholders, the Corporation shall
prepare:

(a)     A  balance sheet showing in reasonable detail the financial condition of
the  Corporation  as  of  the  close  of  the  fiscal  year,  and

(b)     A  profit and loss statement showing the results of its operation during
the  fiscal  year.

     Upon  written  request,  the  Corporation  shall  mail  promptly  to  any
shareholder  of  record  a copy of the most recent such balance sheet and profit
and  loss  statement.

                                  ARTICLE VIII.

                                INDEMNIFICATION

SECTION  1.    ACTION  BY  PERSONS  OTHER  THAN  THE  CORPORATION.  Under  the
circumstances  prescribed  in  Sections 3 and 4 of this Article, the Corporation
shall  indemnify  and  hold  harmless  any  person  who  was or is a party or is
threatened  to  be made a party of any, threatened, pending or completed action,
suit  or proceeding, or investigation, whether civil, criminal or administrative
(other  than  an  action by or in the right of the Corporation) by reason of the
fact  that  he  is  or  was  a  Director,  Officer,  employee  or  agent  of the
Corporation,  or is now serving at the request of the Corporation as a Director,
Officer,  employee  or agent of another corporation, partnership, joint venture,
trust  or  other  enterprise,  against  expenses  (including  attorney's  fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by  him  in  connection  with  such  action, suit or proceeding if he acted in a
manner which he reasonably believed to be in or not opposed to the best interest
of  the  Corporation, and, with respect to criminal action or proceeding, he had
no  reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea  of  nolo  contendere  or  its  equivalent,  shall not, of itself, create a
presumption that the person did not act in a manner which he 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  conduct  was  unlawful.

SECTION  2.    ACTIONS  BY  OR  IN  THE  NAME  OF  THE  CORPORATION.  Under  the
circumstances  prescribed  in  Sections 3 and 4 of this Article, the Corporation
shall  indemnify  and  hold  harmless  any  person  who  was or is a party or is
threatened  to  be made a party of any, threatened, pending or completed action,
suit by or in the right of the Corporation to procure a judgment in its favor by
reason  of  the fact that he 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, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorney's fees)
actually  and  reasonably  incurred  by  him  in  connection with the defense or
settlement  of such action or suit, if he acted in good faith and in a manner he
reasonably  believed  to  be  in  or  not  opposed  to  the best interest of the
Corporation;  except  that  no  indemnification  shall be made in respect to any
claim,  issue  or  matter as to which such person shall have been adjudged to be
liable  for  negligence  or  misconduct  in  the  performance of his duty to the
Corporation,  unless  and only to the extent that 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 expense which the
court  shall  deem  proper.

SECTION  3.    SUCCESSFUL  DEFENSE.  To  the  extent  that  a Director, Officer,
employee  or  agent  of  the  Corporation  has  been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Sections 1
and  2  of this Article, or in defense of any claim, issue or matter therein, he
shall  be  indemnified against expenses (including attorney's fees) actually and
reasonably  incurred  by  him  in  connection  therewith.

SECTION  4.    AUTHORIZATION OF INDEMNIFICATION.  Except  as provided in Section
3  of  this Article and except as may be ordered by a court, any indemnification
under  Sections 1 and 2 of this Article shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
Director,  Officer,  employee or agent is proper in the circumstances because he
has  met  the applicable standard of conduct set forth in Sections 1 and 2. Such
determination  shall  be  made:

(1)     by  the  Board of Directors by a majority vote of a quorum consisting of
Directors  who  were  not  parties  to  such  action,  suit  or  proceeding;  or

(2)     if  such a quorum is not obtainable, or, even if obtainable, if a quorum
of  disinterested Directors so directs, by the firm of independent legal counsel
then  employed  by  the  Corporation,  in  a  written  opinion.

SECTION  5.    PREPAYMENT  OF EXPENSES.  Expenses  incurred in defending a civil
or criminal action, suit or proceeding may be paid by the Corporation in advance
of the final disposition of such action, suit or proceeding as authorized by the
Board  of  Directors  upon  receipt  of  an  undertaking  by or on behalf of the
Director, Officer, employee or agent to repay such amount if it shall ultimately
be  determined  that  he is not entitled to be indemnified by the Corporation as
authorized  in  this  Article.

SECTION  6.    NON-EXCLUSIVE  RIGHT.  The  indemnification  provided  by  this
Article  shall  not  be  deemed exclusive of any other right to which the person
indemnified  hereunder  shall  be entitled and shall inure to the benefit of the
heirs,  executors  or  administrators  of  such  persons.

SECTION  7.    INSURANCE.  The  corporation  may 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, employee or agent of another corporation, partnership, joint
venture,  trust  or other enterprise, against any liability asserted against him
and  incurred by him in any such capacity, or arising out of his status as such,
whether  or  not  the  Corporation would have the power to indemnify him against
such  liability  under  the  provisions  of  this  section.

SECTION  8.    INTERPRETATION OF ARTICLE.  It is the intent of this Article VIII
to  provide for indemnification of the Directors, Officers, employees and agents
of  the  Corporation  to  the  full  extent permitted under the laws of State of
Delaware.  This Article VIII shall be construed in a manner consistent with such
intent.

                                  ARTICLE IX.

                            NOTICES: WAIVER OF NOTICE

SECTION  1.    NOTICES.  Except as otherwise provided in these By-Laws, whenever
under  the  provisions  of  these  By-Laws notice is required to be given to any
shareholder,  Director or Officer, such notice shall be given either by personal
notice  or  by cable or telegraph, or by mail by depositing the same in the post
office  or  letter  box  in  a  postpaid  sealed  wrapper,  addressed  to  such
shareholder,  Officer or Director at such address as appears on the books of the
Corporation,  and  such  notice shall be deemed to be given at the time when the
same  shall  be  thus  sent  or  mailed.

SECTION  2.    WAIVER OF NOTICE.  Whenever  any notice whatsoever is required to
be  given by law, by the Articles of Incorporation or by these By-Laws, a waiver
thereof  by  the person or persons entitled to said notice given before or after
the  time  stated  therein,  in  writing,  which shall include a waiver given by
telegraph or cable, shall be deemed equivalent thereto. No notice of any meeting
need  be  given  to  any  person  who  shall  attend  such  meeting.

                                   ARTICLE X.

                       CHECKS, NOTES, DRAFTS, LOANS, ETC.

SECTION  1.    CHECKS,  NOTES,  DRAFTS.  All  checks, drafts, bills of exchange,
acceptances, notes or other obligations or orders for the payment of money shall
be  signed  and, if so required by the Board of Directors, countersigned by such
officers  of  the Corporation and/or other persons as shall from time to time be
designated  by  the Board of Directors or pursuant to authority delegated by the
Board.

     Checks,  drafts,  bills  of  exchange,  acceptances, notes, obligations and
orders  for the payment of money made payable to the Corporation may be endorsed
for  deposit  to the credit of the Corporation with a duly authorized depository
by  the  Treasurer  and/or  such other officers or persons as shall from time to
time  be  designated  by  the  Treasurer.

SECTION  2.    LOANS.  No loans and no renewals of any loans shall be contracted
on  behalf  of  the  Corporation except as authorized by the Board of Directors.
When  authorized  so  to  do, any officer or agent of the Corporation may effect
loans  and  advances  for  the Corporation from any bank, trust company or other
institution  or from any firm, corporation or individual, and for such loans and
advances  may  make,  execute  and  deliver  promissory  notes,  bonds  or other
evidences  of  indebtedness  of  the  Corporation. When authorized so to do, any
officer  or  agent  of  the  Corporation may pledge, hypothecate or transfer, as
security  for  the  payment  of  any  and  all loans, advances, indebtedness and
liabilities  of  the  Corporation,  any  and  all  stocks,  securities and other
personal  property  at  any  time  held  by the Corporation, and to that end may
endorse,  assign and deliver the same. Such authority may be general or confined
to  specific  instances.

                                  ARTICLE XI.

                                    OFFICES

     Except  as  otherwise  required  by  the laws of the State of Delaware, the
Corporation  may  have  an  office  or offices and keep its books, documents and
papers  outside of the State of Delaware at such place or places as from time to
time  may  be  determined  by  the  Board  of  Directors  or  the  President.

                                  ARTICLE XII.

                          REIMBURSEMENT OF DISALLOWED
                       PAYMENTS TO OFFICERS AND EMPLOYEES

     In  the  event  any  payments to an Officer or employee of the Corporation,
such  as  salary,  commission,  bonus,  interest, rent or entertainment expenses
incurred  by  him,  is thereafter disallowed in whole or in part by the Internal
Revenue  Service as a proper deduction for income tax purposes under Section 162
of  the  Internal  Revenue  Code  of  1954,  as amended (or disallowed under any
similar  Code  section  which  may  subsequently  replace  Section  162),  such
disallowed  payments shall be deemed to be an obligation owed by such Officer or
employee  to  the  Corporation.  Such disallowed payments shall be reimbursed by
such  Officer  or  employee  to  the  Corporation  on or before ninety (90) days
following  the  final determination of such disallowance by the Internal Revenue
Service  or entry of the final judgment of such determination if adjudicated. It
shall  be  the  duty  of the Board of Directors to enforce reimbursement of each
such  amount  disallowed,  including  the  withholding  from future compensation
payments  to  such  Officer or employee until the amount owed to the Corporation
has  been  recovered.

                                  ARTICLE XIII.

                                   AMENDMENTS

     Except  as  otherwise  indicated  in  these  By-Laws,  the  By-Laws  of the
Corporation  may  be  altered  or  amended and new By-Laws may be adopted by the
shareholders  or  by the Board of Directors at any regular or special meeting of
the  Board  of Directors; provided, however, that, if such action is to be taken
at  a  meeting  of the shareholders or Board of Directors, notice of the general
nature of the proposed change in the By-Laws shall have been given in the notice
of  a  meeting.  Except  as  otherwise indicated in these By-Laws, action by the
shareholders  with respect to By-Laws shall be taken by an affirmative vote of a
majority  of the shares entitled to elect Directors, and action by the Directors
with  respect  to By-Laws shall be taken by an affirmative vote of a majority of
all  Directors  then  holding  office.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-11.1
<SEQUENCE>5
<FILENAME>doc2.txt
<TEXT>
    EXHIBIT (11.1)----STATEMENT RE:  COMPUTATION OF DILUTED EARNINGS PER SHARE

Diluted  earnings  per  share computations assume the exercise of stock purchase
warrants  and  options  to  purchase  shares of common stock. The shares assumed
exercised  are  based  on  the  weighted  average number of warrants and options
outstanding  during the period and only include those warrants and options whose
average  share  price  during the period exceeds its related exercise price. The
net additional shares issuable are calculated based on the treasury stock method
and  are  added  to the weighted average number of shares outstanding during the
period.

<TABLE>
<CAPTION>
DILUTED EARNINGS PER SHARE FOR THE PERIOD ENDED MARCH 31, 2002         Three Months
- --------------------------------------------------------------         ------------
<S>                                                                    <C>
Actual net income (A)                                                  $ 3,606,089
                                                                        ==========

Assumed exercise of stock options and warrants                              92,700
Application of assumed proceeds ($882,588) toward
  repurchase of outstanding common stock at an average
  market price of $18.901                                                  (46,695)
                                                                        ----------
Net additional shares issuable                                              46,005
                                                                        ==========

Adjustment of shares outstanding:
  Weighted average common shares outstanding                             8,927,546
  Net additional shares issuable                                            46,005
                                                                        ----------
  Adjusted shares outstanding (B)                                        8,973,551
                                                                        ==========
Net income per common share (A) divided by (B)                         $      0.40
                                                                        ==========


DILUTED EARNINGS PER SHARE FOR THE PERIOD ENDED MARCH 31, 2001         Three Months
- --------------------------------------------------------------         ------------
<S>                                                                    <C>
Actual net income (A)                                                  $ 2,638,856
                                                                        ==========

Assumed exercise of stock options and warrants                             145,057
Application of assumed proceeds ($843,870) toward
  repurchase of outstanding common stock at an average
  market price of $8.478                                                   (99,536)
                                                                        ----------
Net additional shares issuable                                              45,521
                                                                        ==========

Adjustment of shares outstanding:
  Weighted average common shares outstanding                             8,473,567
  Net additional shares issuable                                            45,521
                                                                        ----------
  Adjusted shares outstanding (B)                                        8,519,088
                                                                        ==========
Net income per common share (A) divided by (B)                         $      0.31
                                                                        ==========
</TABLE>

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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