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<SEC-DOCUMENT>0000928465-07-000059.txt : 20071128
<SEC-HEADER>0000928465-07-000059.hdr.sgml : 20071128
<ACCEPTANCE-DATETIME>20071128161915
ACCESSION NUMBER:		0000928465-07-000059
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20071121
ITEM INFORMATION:		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20071128
DATE AS OF CHANGE:		20071128

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AMCON DISTRIBUTING CO
		CENTRAL INDEX KEY:			0000928465
		STANDARD INDUSTRIAL CLASSIFICATION:	WHOLESALE-GROCERIES & GENERAL LINE [5141]
		IRS NUMBER:				470702918
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-15589
		FILM NUMBER:		071271819

	BUSINESS ADDRESS:	
		STREET 1:		7405 IRVINGTON ROAD
		STREET 2:		POST OFFICE BOX 641940 (68164-7940)
		CITY:			OMAHA
		STATE:			NE
		ZIP:			68122
		BUSINESS PHONE:		4023313727

	MAIL ADDRESS:	
		STREET 1:		7405 IRVINGTON ROAD
		STREET 2:		POST OFFICE BOX 641940 (68164-7940)
		CITY:			OMAHA
		STATE:			NE
		ZIP:			68122
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8kbylawamend11212007.txt
<DESCRIPTION>FORM 8-K
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K


                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                             SECURITIES ACT OF 1934


      Date of Report (Date of earliest event reported) November 21, 2007
      -------------------------------------------------------------------


                          AMCON DISTRIBUTING COMPANY
                          --------------------------
           (Exact name of registrant as specified in its charter)


   DELAWARE                         1-15589                    47-0702918
- ------------------------------------------------------------------------------
(State or other                   (Commission                (IRS Employer
jurisdiction of                   File Number)             Identification No.)
incorporation)


                       7405 Irvington Road, Omaha, NE 68122
                       ------------------------------------
                (Address of principal executive offices) (Zip Code)


                                (402) 331-3727
                                --------------
             (Registrant's telephone number, including area code)


                                 Not Applicable
                                 --------------
          (Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

    Written communications pursuant to Rule 425 under the Securities Act
- ---(17 CFR 230.425)
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act
- ---(17 CFR 240.14a-12)
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
- --- Act(17 CFR 240.14d-2(b))
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
- --- Act (17 CFR 240.13e-4(c))



Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.

On November 21, 2007, our Board of Directors approved an amendment to our Bylaws
providing for shares of our company's stock to be issued, held and transferred:

     - in certificated form, in which shares are represented by physical
       certificates, or

     - in uncertificated form, in which shares are held in book-entry form
       pursuant to a direct registration system without being represented by a
       physical certificate.

This amendment provides that shares of our company's stock may be issued and
held in uncertificated form if our board of directors adopts a resolution
permitting such shares to be uncertificated.  On November 21, 2007, our
company's board of directors adopted such a resolution with respect to our
company's common stock.  As a result of the Bylaw amendment and this board
resolution, our shareholders will be able to have their shares of our company's
common stock represented by one or more physical certificates, recorded in
uncertificated form, or represented and recorded by a combination of physical
certificates and uncertificated book-entries.  The Bylaw amendment is designed
to be responsive to applicable American Stock Exchange requirements that listed
securities be made eligible for inclusion on a direct registration system by
January 1, 2008.  Prior to our board's approval of the Bylaw amendment, shares
of our company's common stock were required to be in certificated form.

In addition to approving the Bylaw amendment referred to above, our board of
directors approved the amendment and restatement of our Bylaws.  With the
exception of the changes made to permit shares being held in uncertificated
form, no changes were made to our Bylaws as a part of this amendment and
restatement.  The amendment and restatement of our Bylaws, which includes the
amendment summarized above, became effective on November 21, 2007.  However,
shareholders will not have the opportunity to put their shares into
uncertificated form until later this year when our transfer agent notifies us
that it is able to process shareholder requests to do so.

A copy of our amended and restated Bylaws is attached hereto as Exhibit 3.2 and
is incorporated herein by reference.  The description of the Bylaw amendment
contained in this report is qualified in its entirety by reference to such
document.

ITEM 9.01.   Financial Statements and Exhibits.

         (d) Exhibits

         EXHIBIT NO.       DESCRIPTION

         Exhibit 3.2       Amended and Restated Bylaws of AMCON Distributing
                           Company

                                   SIGNATURE

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

                                AMCON DISTRIBUTING COMPANY
                                     (Registrant)


Date: November 28, 2007         By :     Andrew C. Plummer
                                         -------------------------
                                Name:    Andrew C. Plummer
                                Title:   Vice President & Chief
                                           Financial Officer





























</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>2
<FILENAME>ex32amendedandrestatedbylaws.txt
<DESCRIPTION>AMENDED AND RESTATED BYLAWS
<TEXT>
                              EXHIBIT 3.2

                               BYLAWS OF
                        AMCON DISTRIBUTING COMPANY
                 As Amended and Restated on November 21, 2007



                                ARTICLE I
                              STOCKHOLDERS
                                                                        Page

Section 1.  Time and Place of Meetings                                    1
Section 2.  Annual Meetings                                               1
Section 3.  Special Meetings                                              1
Section 4.  Notice of Meetings                                            1
Section 5.  Quorum and Adjournment                                        1
Section 6.  Voting                                                        2
Section 7.  Stockholder Proposals and Nominations of Directors            2
Section 8.  Inspectors of Elections                                       3
Section 9.  Opening and Closing of Polls                                  4

                               ARTICLE II
                               DIRECTORS
Section 1.  General Powers                                                4
Section 2.  Number and Term of Office                                     4
Section 3.  Vacancies                                                     5
Section 4.  Regular Meetings                                              5
Section 5.  Special Meetings                                              5
Section 6.  Quorum                                                        5
Section 7.  Written Action                                                5
Section 8.  Participation in Meetings by Conference Telephone             5
Section 9.  Committees                                                    5
Section 10. Compensation                                                  6
Section 11. Regulations; Manner of Acting                                 7

                             ARTICLE III
                              NOTICES
Section 1.  Generally                                                     7
Section 2.  Waivers                                                       7

                             ARTICLE IV
                              OFFICERS
Section 1.  Generally                                                     8
Section 2.  Compensation                                                  8
Section 3.  Election                                                      8
Section 4.  Authority and Duties                                          8
Section 5.  Removal and Resignation; Vacancies                            8
Section 6.  Chairman                                                      8
Section 7.  Vice Chairman                                                 8
Section 8.  Chief Executive Officer                                       8
Section 9.  President                                                     9
Section 10. Execution of Documents and Action
            With Respect to Securities of Other Corporations              9
Section 11. Vice President                                                9
Section 12. Secretary and Assistant Secretaries                           9
Section 13. Chief Financial Officer, Treasurer and Assistant Treasurer   10


                                ARTICLE V
                             INDEMNIFICATION
Section 1.  Right to Indemnification                                     10
Section 2.  Right of Indemnitee To Bring Suit                            11
Section 3.  Nonexclusivity of Rights                                     11
Section 4.  Insurance                                                    12
Section 5.  Indemnification of Agents of the Corporation                 12
Section 6.  Indemnification Contracts                                    12
Section 7.  Effect of Amendment                                          12

                                ARTICLE VI
                                  STOCK
Section 1.  Certificated and Uncertificated Shares                       12
Section 2.  Transfer                                                     13
Section 3.  Lost, Stolen or Destroyed Certificates                       13
Section 4.  Record Date                                                  13

                               ARTICLE VII
                            GENERAL PROVISIONS
Section 1.  Fiscal Year                                                  14
Section 2.  Corporate Seal                                               14
Section 3.  Reliance Upon Books, Reports and Records                     14
Section 4.  Time Periods                                                 14
Section 5.  Dividends                                                    14

                               ARTICLE VIII
AMENDMENTS                                                               15

                                  BYLAWS

As Amended and Restated on November 21, 2007

                                ARTICLE I
                               STOCKHOLDERS

Section 1.  TIME AND PLACE OF MEETINGS.  All meetings of the stockholders for
the election of directors or for any other purpose shall be held at such time
and place, within or without the State of Delaware, as may be designated by
the Board of Directors or, in the absence of a designation by the Board of
Directors, by the Chairman of the Board or the President and such time and
place shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof.

Section 2.  ANNUAL MEETINGS.  An annual meeting of the stockholders
commencing with the year 1995 shall be held on the third Thursday in February
if not a legal holiday, and if a legal holiday, then on the next business day
following, at 10:00 a.m., or at such other date and time as shall be
designated from time to time by the Board of Directors, at which meeting the
stockholders shall elect by a plurality vote the directors to succeed those
whose terms expire at that meeting and shall transact such other business as
may properly be brought before the meeting.

Section 3.  SPECIAL MEETINGS.  Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
Restated Certificate of Incorporation, may only be called by (a) the Chairman
of the Board, (b) the Board of Directors pursuant to a resolution adopted by
a majority of the total number of authorized directors or (c) the President.

Section 4.  NOTICE OF MEETINGS.  Notice of every meeting of the stockholders,
stating the place, date and hour of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
given in the manner specified in Section 1 of Article III hereof not less
than 10 or more than 60 days before the date of the meeting to each
stockholder entitled to vote at such meeting, except as otherwise provided
herein or by law.  When a meeting is adjourned to another place, date or
time, notice need not be given of the adjourned meeting if the place, date
and time thereof are announced at the meeting at which the adjournment is
taken; provided, however, that if the adjournment is for more than 30 days,
or if after the adjournment a new record date is fixed for the adjourned
meeting, notice of the place, date and time of the adjourned meeting shall be
given in conformity herewith.  At any adjourned meeting, any business may be
transacted which might have been transacted at the original meeting.

Section 5.  QUORUM AND ADJOURNMENT.  The holders of a majority of the stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided by
law or by the Restated Certificate of Incorporation.  If, however, such
quorum shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present or represented; provided, however, that if the adjournment
is for more than 30 days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting,
conforming to the requirements of Section 4 of Article I hereof, shall be
given to each stockholder of record entitled to vote at such meeting.  At any
adjourned meeting at which a quorum is present, any business may be
transacted that might have been transacted on the original date of the
meeting.

Section 6.  VOTING.  Except as otherwise provided by law or by the Restated
Certificate of Incorporation, each stockholder shall be entitled at every
meeting of the stockholders to one vote for each share of stock having voting
power standing in the name of such stockholder on the books of the
Corporation on the record date for the meeting, and such votes may be cast
either in person or by proxy.  A stockholder may authorize one or more
persons to act for such stockholder as proxy (a) in a writing executed by
such stockholder or to which such stockholder's signature is affixed,
including by facsimile signature, or (b) by the transmission of a telegram,
cablegram, or other means of electronic transmission to the person, firm,
organization or agent authorized by the stockholder to be the holder of the
proxy if such telegram, cablegram or other means of electronic transmission
sets forth or is submitted with information from which it can be determined
that the telegram, cablegram or other electronic transmission was authorized
by the stockholder.  A complete copy, facsimile telecommunication or other
reliable reproduction of such writing or transmission may be substituted or
used in lieu of the original writing or transmission for any and all
purposes.  Every proxy must be filed with the Secretary of the Corporation.
A stockholder may revoke any proxy which is not irrevocable by attending the
meeting and voting in person or by filing an instrument in writing revoking
the proxy, or another duly authorized proxy bearing a later date, with the
Secretary of the Corporation.  No vote of the stockholders need be taken by
written ballot unless otherwise required by law.  If authorized by the board
of directors, any vote required to be taken by written ballot shall be
satisfied by a ballot submitted by electronic transmission if such electronic
transmission sets forth or is submitted with information from which it can be
determined that the electronic transmission was authorized by the stockholder
or proxy holder.  Any vote which need not be taken by ballot may be conducted
in any manner approved by the meeting.  When a quorum is present at any
meeting, the vote of the holders of a majority of the stock which has voting
power present in person or represented by proxy shall decide any question
properly brought before such meeting, unless the question is one upon which
by express provision of law, the Restated Certificate of Incorporation or
these By laws, a different vote is required, in which case such express
provision shall govern and control the decision of such question.

Section 7.  STOCKHOLDER PROPOSALS AND NOMINATION OF DIRECTORS.  Nominations
for election to the Board of Directors of the Corporation at a meeting of the
stockholders may be made by the Board of Directors, or on behalf of the Board
of Directors by a Nominating Committee appointed by the Board of Directors,
or by any stockholder of the Corporation entitled to vote for the election of
directors at such meeting.  Any nominations, other than those made by or on
behalf of the Board of Directors, and any proposal by any stockholder to
transact any corporate business at an annual or special stockholders'
meeting, shall be made by notice in writing and mailed by certified mail to
the Secretary of the Corporation and (a) in the case of an annual meeting,
received no later than 35 days prior to the date of the annual meeting;
provided, however, that if less than 35 days' notice of a meeting of
stockholders is given to the stockholders, such notice of proposed business
or nomination by such stockholder shall have been made or delivered to the
Secretary of the Corporation not later than the close of business on the
seventh day following the day on which the notice of a meeting was mailed,
and (b) in the case of a special meeting of stockholders, received not later
than the close of business on the tenth day following the day on which notice
of the date of the meeting was mailed or public disclosure of the date of the
meeting was made, whichever occurs first.  A notice of nominations by
stockholders shall set forth as to each proposed nominee who is not an
incumbent director (i) the name, age, business address and, if known,
residence address of each nominee proposed in such notice, (ii) the principal
occupation or employment of each such nominee, (iii) the number of shares of
stock of the Corporation which are beneficially owned by each such nominee
and the nominating stockholder and (iv) any other information concerning the
nominee that must be disclosed regarding nominees in proxy solicitations
pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended,
and the rules under such section.

The Chairman of the Board, or in his absence the President or any Vice
President, may, if the facts warrant, determine and declare to the meeting of
stockholders that a nomination was not made in accordance with the foregoing
procedure and that the defective nomination shall be disregarded.

Section 8.  INSPECTORS OF ELECTIONS.  Preceding any meeting of the
stockholders, the Board of Directors shall appoint one or more persons to act
as Inspectors of Elections and may designate one or more alternate
inspectors.  In the event no inspector or alternate is able to act, the
person presiding at the meeting shall appoint one or more inspectors to act
at the meeting.  Each inspector, before entering upon the discharge of the
duties of an inspector, shall take and sign an oath faithfully to execute the
duties of inspector with strict impartiality and according to the best of his
or her ability.  The inspector shall:

 (a)  ascertain the number of shares outstanding and the voting power of
each;
 (b)  determine the shares represented at a meeting and the validity of
proxies and ballots;
 (c)  count all votes and ballots;
 (d)  determine and retain for a reasonable period a record of the
disposition of any challenges made to any determination by the inspectors;
and
 (e)  certify his or her determination of the number of shares represented at
the meeting and his or her count of all votes and ballots.

The inspector may appoint or retain other persons or entities to assist in
the performance of the duties of inspector.

When determining the shares represented and the validity of proxies and
ballots, the inspector shall be limited to an examination of the proxies, any
envelopes submitted with those proxies, any information relating to the
authorization of a proxy through the transmission of a telegram, cablegram,
or other means of electronic transmission, any information relating to the
authorization of a ballot submitted by electronic transmission, ballots and
the regular books and records of the Corporation.  The inspector may consider
reliable information for the limited purpose of reconciling proxies and
ballots submitted by or on behalf of banks, brokers or their nominees or
similar persons which represent more votes than the holder of a proxy is
authorized by the record owner to cast or more votes than the stockholder
holds of record.  If the inspector considers other reliable information as
outlined in this Section, the inspector, at the time of his or her
certification pursuant to (e) of this Section, shall specify the precise
information considered, the person or persons from whom the information was
obtained, when this information was obtained, the means by which the
information was obtained, and the basis for the inspector's belief that such
information is accurate and reliable.

Section 9.  OPENING AND CLOSING OF POLLS.  The date and time for the opening
and the closing of the polls for each matter to be voted upon at a meeting of
stockholders shall be announced at the meeting.  The inspector of the
election shall be prohibited from accepting any ballots, proxies or votes or
any revocations thereof or changes thereto after the closing of the polls,
unless the Court of Chancery upon application by a stockholder shall
determine otherwise.

                               ARTICLE II
                               DIRECTORS

Section 1.  GENERAL POWERS.  The business and affairs of the Corporation
shall be managed by or under the direction of its Board of Directors, which
may exercise all such powers of the Corporation and do all such lawful acts
and things as are not by law or by the Restated Certificate of Incorporation
directed or required to be exercised or done by the stockholders.

Section 2.  NUMBER AND TERM OF OFFICE.
 (a)  The Board of Directors shall be divided into three classes, designated
Classes I, II and III, which shall be as nearly equal in number as possible.
Directors of Class I shall be elected to hold office for a term expiring at
the annual meeting of stockholders to be held in 1995, directors of Class II
shall be elected to hold office for a term expiring at the annual meeting of
stockholders to be held in 1996 and directors of Class III shall be elected
to hold office for a term expiring at the annual meeting of stockholders to
be held in 1997.  At each annual meeting of stockholders following such
initial classification and election, the respective successors of each class
shall be elected for three year terms.  The holders of a majority of the
shares then entitled to vote generally for the election of directors may
remove any director or the entire Board of Directors, but only for cause.
 (b)  The number of directors shall be fixed from time to time by resolution
of the Board of Directors.  In case of any increase in the number of
directors in advance of an annual meeting of stockholders, each additional
director shall be elected by the directors then in office, although less than
a quorum, to hold office until the next election of the class for which such
director shall have been chosen (as provided in the last sentence of this
subsection (b)) or until his successor shall have been duly chosen.  No
decrease in the number of directors shall shorten the term of any incumbent
director.  Any newly created or eliminated directorships resulting from an
increase or decrease shall be apportioned by the Board among the three
classes of directors so as to maintain such classes as nearly equal as
possible.
 (c)  No less than two directors shall be persons other than (i) officers or
employees of the Corporation or its subsidiaries or (ii) individuals having a
relationship which, in the opinion of the Board of Directors, would interfere
with the exercise of independent judgment in carrying out the
responsibilities of a director.

Section 3.  VACANCIES.  Vacancies in the Board of Directors resulting from
death, resignation, retirement, disqualification, removal from office or
other cause, and newly created directorships resulting from any increase in
the authorized number of directors, may be filled only by the affirmative
vote of a majority of the remaining directors, though less than a quorum of
the Board of Directors, and directors so chosen shall hold office for a term
expiring at the annual meeting of stockholders at which the term of office of
the class of which they have been elected expires and until such directors'
successors shall have been duly elected or qualified.

Section 4.  REGULAR MEETINGS.  Regular meetings of the Board of Directors may
be held without notice immediately after the annual meeting of the
stockholders and at such other times and places as shall from time to time be
determined by the Board of Directors.

Section 5.  SPECIAL MEETINGS.  Special meetings of the Board of Directors may
be called by the Chairman of the Board or the President or any Vice President
on one day's written notice to each director by whom such notice is not
waived, given either personally or by courier, mail, facsimile transmission
or telegram, and shall be called by the President or the Secretary in like
manner and on like notice on the written request of any two directors.

Section 6.  QUORUM.  At all meetings of the Board of Directors, a majority of
the total number of directors then in office shall constitute a quorum for
the transaction of business, and the act of a majority of the directors
present at any meeting at which there is a quorum shall be the act of the
Board of Directors.  If a quorum shall not be present at any meeting of the
Board of Directors, the directors present thereat may adjourn the meeting
from time to time to another place, time or date, without notice other than
announcement at the meeting, until a quorum shall be present.

Section 7.  WRITTEN ACTION.  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 all members of the Board or such committee, as the
case may be, consent thereto in writing and the writing or writings are filed
with the minutes or proceedings of the Board or such committee.

Section 8.  PARTICIPATION IN MEETING BY CONFERENCE TELEPHONE.  Members of the
Board of Directors, or any committee designated by the Board of Directors,
may participate in a meeting of the Board of Directors, or any such
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 such participation in a meeting shall constitute presence in
person at the meeting.

Section 9.  COMMITTEES.  The Board of Directors may, by resolution passed by
a majority of the entire Board, designate one or more committees, each
committee to consist of one or more of the directors of the Corporation and
each to have such lawfully delegable powers and duties as the Board may
confer.  Each such committee shall serve at the pleasure of the Board of
Directors.  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.  Except as otherwise provided by law, any
such committee, to the extent provided in the resolution of the Board of
Directors, shall have and may exercise all the powers and authority of the
Board of Directors in the management of the business and affairs of the
Corporation and may authorize the seal of the Corporation to be affixed to
all papers which may require it.  Any committee or committees so designated
by the Board shall have such name or names as may be determined from time to
time by resolution adopted by the Board of Directors.  Unless otherwise
prescribed by the Board of Directors, a majority of the members of the
committee shall constitute a quorum for the transaction of business, and the
act of a majority of the members present at a meeting at which there is a
quorum shall be the act of such committee.  Each committee shall prescribe
its own rules for calling and holding meetings and its method of procedure,
subject to any rules prescribed by the Board of Directors, and shall keep a
written record of all actions taken by it.  No such committee shall have the
power or authority:

 (a)  to amend the Restated Certificate of Incorporation (except that a
committee may, to the extent authorized in the resolution or resolutions
providing for the issuance of shares of stock adopted by the Board of
Directors as provided in Section 151(a) of the General Corporation Law of the
State of Delaware, fix the designations and any of the preferences or rights
of such shares relating to dividends, redemption, dissolution, any
distribution of assets of the Corporation or the conversion into, or the
exchange of such shares for, shares of any other class or classes or any
other series of the same or any other class or classes of stock of the
Corporation or fix the number of shares of any series of stock or authorize
the increase or decrease of the shares of any series);
 (b)  to adopt an agreement of merger or consolidation under Section 251 or
Section 252 of the General Corporation Law of the State of Delaware;
 (c)  to recommend to the stockholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets;
 (d)  to recommend to the stockholders a dissolution of the Corporation or a
revocation of a dissolution; or
 (e)  to amend the Bylaws of the Corporation.

Unless the resolution, Bylaws or Restated Certificate of Incorporation
expressly so provides, no such committee shall have the power or authority to
declare a dividend, to authorize the issuance of stock or to adopt a
certificate of ownership and merger pursuant to the General Corporation Law
of the State of Delaware.

Section 10.  COMPENSATION.  The Board of Directors may establish such
compensation for, and reimbursement of the expenses of, directors for
attendance at meetings of the Board of Directors or committees, or for other
services by directors to the Corporation, as the Board of Directors may
determine.

Section 11.  REGULATIONS; MANNER OF ACTING.  To the extent consistent with
applicable law, the Restated Certificate of Incorporation and these Bylaws,
the Board of Directors may adopt such special rules and regulations for the
conduct of their meetings and for the management of the property, affairs and
business of the Corporation as the Board of Directors may deem appropriate.
The directors shall act only as a Board, and the individual directors shall
have no power as such.

                               ARTICLE III
                                 NOTICES

Section 1.  GENERALLY.  Whenever by law or under the provisions of the
Restated Certificate of Incorporation or these By laws notice is required to
be given to any director or stockholder, it shall not be construed to mean
personal notice, but such notice may be given in writing, by mail.  Any such
notice also may be given to any director by telephone, facsimile
transmission, telegram or other electronic transmission and to any
stockholder by a form of electronic transmission consented to by such
stockholder.  A stockholder's consent to the receipt of notice by a form of
electronic transmission shall be deemed revoked if (a) the Corporation
receives a written notice of such revocation from such stockholder, or (b)
the Corporation is unable to deliver by electronic transmission two
consecutive notices given by the Corporation in accordance with such consent
and such inability becomes known to the secretary or an assistant secretary
of the Corporation or to the transfer agent or other person responsible for
the giving of notice.  Notice shall be deemed given: (i) if by mail, when
deposited in the United States mail, with postage thereon prepaid and
addressed to the intended recipient at his or her address as it appears on
the records of the Corporation; (ii) if by facsimile telecommunication, when
directed to a number at which the intended recipient has consented to receive
notice; (iii) if by electronic mail, when directed to an electronic mail
address at which the intended recipient has consented to receive notice; (iv)
if by a posting on an electronic network together with separate notice to the
intended recipient of such specific posting, upon the later of (A) such
posting and (B) the giving of such separate notice; and (v) if by any other
form of electronic transmission, when directed to the intended recipient.  As
used in these Bylaws, the term "electronic transmission" means any form of
communication, not directly involving the physical transmission of paper,
that creates a record that may be retained, retrieved and reviewed by a
recipient thereof, and that may be directly reproduced in paper form by such
a recipient through an automated process, including email.

Section 2.  WAIVERS.  Whenever any notice is required to be given by law or
under the provisions of the Restated Certificate of Incorporation or these
Bylaws, a waiver thereof in writing, signed by the person or persons entitled
to such notice, whether before or after the time of the event for which
notice is to be given, shall be deemed equivalent to such notice.  Attendance
of a person at a meeting shall constitute a waiver of notice of such meeting,
except when the person attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened.

                                ARTICLE IV
                                 OFFICERS

Section 1.  GENERALLY.  The officers of the Corporation shall be elected by
the Board of Directors and shall consist of a Chairman, Vice Chairman,
President and Secretary.  The Board of Directors may also choose any or all
of the following: a Chief Financial Officer, Treasurer, one or more Vice
Presidents, and one or more Assistant Secretaries and Assistant Treasurers or
any other officers deemed necessary by the Board of Directors.  The Office of
the Chairman shall be comprised of the Chairman, Vice Chairman and Chief
Financial Officer.  The President and other executive officers shall report
to the Office of the Chairman.  Any number of offices may be held by the same
person.

Section 2.  COMPENSATION.  The compensation of all officers and agents of the
Corporation who are also directors of the Corporation shall be fixed by the
Board of Directors.  The Board of Directors may delegate the power to fix the
compensation of other officers and agents of the Corporation to an officer of
the Corporation.

Section 3.  ELECTION.  The officers of the Corporation shall hold office
until their successors are elected and qualified.  Any officer elected or
appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the directors.  Any vacancy occurring in
any office of the Corporation may be filled by the Board of Directors.

Section 4.  AUTHORITY AND DUTIES.  Each of the officers of the Corporation
shall have such authority and shall perform such duties as are customarily
incident to their respective offices or as may be specified from time to time
by the Board of Directors in a resolution which is not inconsistent with
these Bylaws.

Section 5.  REMOVAL AND RESIGNATION; VACANCIES.  Any officer may be removed
for or without cause at any time by the Board of Directors.  Any officer may
resign at any time by delivering a written notice of resignation, signed by
such officer, to the Board of Directors, Chairman, Vice Chairman or
President.  Unless otherwise specified therein, such resignation shall take
effect upon delivery.  Any vacancy occurring in any office of the Corporation
by death, resignation, removal or otherwise shall be filled by the Board of
Directors.

Section 6.  CHAIRMAN.  The Chairman shall preside at all meetings of the
stockholders and of the Board of Directors and shall have such other duties
and responsibilities as may be assigned to him or her by the Board of
Directors.  The Chairman may delegate to any qualified person his or her
authority, including to chair any meeting of the stockholders, either on a
temporary or a permanent basis.

Section 7.  VICE CHAIRMAN.  In case of the inability or failure of the
Chairman to perform the duties of that office, the Vice Chairman shall
perform such duties, unless otherwise determined by the Board of Directors.
The Vice Chairman shall have such other duties and responsibilities as may be
assigned to him or her by the Board of Directors.

Section 8.  CHIEF EXECUTIVE OFFICER.  The Chief Executive Officer shall
direct the business and affairs of the Corporation and shall have such
executive duties, powers, responsibilities and authorities as are usually
vested in the office of the chief executive officer of a corporation.  He or
she shall also carry into effect all directions and resolutions of the Board
of Directors.  The Chief Executive Officer may also serve as the Chairman,
the Vice Chairman or in any other officer position as determined by the Board
of Directors.

Section 9.  PRESIDENT.  The President shall be the chief operating officer of
the Corporation and, as such, shall be responsible for the active management
of the business and affairs of the Corporation.  In case of the inability or
failure of both the Chairman and Vice Chairman to perform the duties of those
offices, the President shall perform such duties, unless otherwise determined
by the Board of Directors.

Section 10.  EXECUTION OF DOCUMENTS AND ACTION WITH RESPECT TO SECURITIES OF
OTHER CORPORATIONS.  The Chairman, Vice Chairman and President shall each
have and each is hereby given full power and authority, acting alone or
together, except as otherwise required by law or directed by the Board of
Directors, (a) to execute, on behalf of the Corporation, all duly authorized
contracts, agreements, deeds, conveyances or other obligations of the
Corporation, applications, consents, proxies and other powers of attorney and
other documents and instruments and (b) to vote and otherwise act on behalf
of the Corporation, in person or by proxy, at any meeting of stockholders (or
with respect to any action of such stockholders) of any other corporation in
which the Corporation may hold securities and otherwise to exercise any and
all rights and powers which the Corporation may possess by reason of its
ownership of securities of such other corporation.  In addition, the
Chairman, Vice Chairman and President, or any of them, may delegate to other
officers, employees and agents of the Corporation the power and authority to
take any such action which each is authorized to take under this Section 9 of
this Article IV, with such limitations as they or any of them may specify;
such authority so delegated shall not be redelegated by the person to whom
such execution authority has been delegated.

Section 11.  VICE PRESIDENT.  Each Vice President, however titled, shall
perform such duties and services and shall have such authority and
responsibilities as shall be assigned to or required from time to time by the
Board of Directors, Chairman, Vice Chairman or President.

Section 12.  SECRETARY AND ASSISTANT SECRETARIES.
 (a)  The Secretary shall attend all meetings of the stockholders and all
meetings of the Board of the Board of Directors and record all proceedings of
the meetings of the stockholders and of the Board of Directors and shall
perform like duties for the standing committees when requested by the Board
of Directors, Chairman, Vice Chairman or President.  The Secretary shall
give, or cause to be given, notice of all meetings of the stockholders and
meetings of the Board of Directors.  The Secretary shall perform such duties
as may be prescribed by the Board of Directors, Chairman, Vice Chairman or
President.  The Secretary shall have charge of the seal of the Corporation
and authority to affix the seal to any instrument.  The Secretary or any
Assistant Secretary may attest to the corporate seal by handwritten of
facsimile signature.  The Secretary shall keep and account for all books,
documents, papers and records of the Corporation except those for which some
other officer  or agent has been designated or is otherwise properly
accountable.  The Secretary shall have authority to sign stock certificates.
 (b)  Assistant Secretaries, in order of their seniority, shall assist the
Secretary and, if the Secretary is unavailable or fails to act, perform the
duties and exercise the authorities of the Secretary.

Section 13.  CHIEF FINANCIAL OFFICER, TREASURER AND ASSISTANT TREASURER.
 (a)  The Chief Financial Officer shall be the chief financial officer of the
Corporation and, as such, shall perform the duties customarily incident to
such office, including executing certifications with respect to financial
statements of the Corporation as may be required by law, and such other
duties as shall be assigned to or required from time to time by the Board of
Directors, Chairman or Vice Chairman.
 (b)  The Treasurer shall have the custody of the funds and securities
belonging to the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories
as may be designated by the Treasurer with the prior approval of the Board of
Directors, Chairman, Vice Chairman or President.  The Treasurer shall
disburse the funds and pledge the credit of the Corporation as may be
directed by the Board of Directors and shall render to the Board of
Directors, Chairman, Vice Chairman or President, as and when required by
them, or any of them, an account of all transactions by the Treasurer.
 (c)  Assistant Treasurers, in order of their seniority, shall assist the
Treasurer and, if the Treasurer is unable or fails to act, perform the duties
and exercise the powers of the Treasurer.

                                 ARTICLE V
                             INDEMNIFICATION

Section 1.  RIGHT TO INDEMNIFICATION.  Each person who was or is made a party
or is threatened to be made a party to or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he or
she is or was a director or officer of the Corporation or is or was serving
at the request of the Corporation as a director, officer or employee of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans
(hereinafter an "indemnitee"), whether the basis of such proceeding is
alleged action in an official capacity as a director, officer or employee or
in any other capacity while serving as a director, officer or employee, shall
be indemnified and held harmless by the Corporation to the fullest extent
authorized by the General Corporation Law of the State of Delaware, as the
same exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the Corporation to
provide broader indemnification rights than such law permitted the
Corporation to provide prior to such amendment), against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid in settlement) reasonably incurred or
suffered by such indemnitee in connection therewith and such indemnification
shall continue as to an indemnitee who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the indemnitee's heirs,
executors and administrators; provided, however, that, except as provided in
Section 2 of this Article V with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by such indemnitee
only if such proceeding (or part thereof) was authorized by the Board of
Directors of the Corporation.  The right to indemnification conferred in this
Section 2 of this Article V shall be a contract right and shall include the
right to be paid by the Corporation the expenses incurred in defending any
such proceeding in advance of its final disposition (hereinafter an
"advancement of expenses"); and provided, further, that, if the General
Corporation Law of the State of Delaware requires it, an advancement of
expenses incurred by an indemnitee in his or her capacity as a director or
officer (and not in any other capacity in which service was or is rendered by
such indemnitee, including, without limitation, service to an employee
benefit plan) shall be made only upon delivery to the Corporation of an
undertaking, by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal that such indemnitee is not
entitled to be indemnified for such expenses under this Article V or
otherwise (hereinafter an "undertaking").

Section 2.  RIGHT OF INDEMNITEE TO BRING SUIT.  If a claim under Section 1 of
this Article V is not paid in full by the Corporation within 60 days after a
written claim has been received by the Corporation, except in the case of a
claim for an advancement of expenses, in which case the applicable period
shall be 20 days, the indemnitee may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim.  If
successful in whole or part in any such suit or in a suit brought by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the indemnitee shall be entitled to be paid also the expense of
prosecuting or defending such suit.  In (a) any suit brought by the
indemnitee to enforce a right to indemnification hereunder (but not in a suit
brought by the indemnitee to enforce a right to an advancement of expenses)
it shall he a defense that, and (b) any suit by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking the
Corporation shall be entitled to recover such expenses upon a final
adjudication that, the indemnitee has not met the applicable standard of
conduct set forth in the General Corporation Law of the State of Delaware.
Neither the failure of the Corporation (including its Board of Directors,
independent legal counsel or its stockholders) to have made a determination
prior to the commencement of such suit that indemnification of the indemnitee
is proper in the circumstances because the indemnitee has met the applicable
standard of conduct set forth in the General Corporation Law of the State of
Delaware nor an actual determination by the Corporation (including its Board
of Directors, independent legal counsel or its stockholders) that the
indemnitee has not met such applicable standard of conduct shall create a
presumption that the indemnitee has not met the applicable standard of
conduct or, in the case of such a suit brought by indemnitee, be a defense to
such suit.  In any suit brought by the indemnitee to enforce a right
hereunder, or by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the burden of proving that the
indemnitee is not entitled to be indemnified or to such advancement of
expenses under this Article V or otherwise shall be on the Corporation.

Section 3.  NONEXCLUSIVITY OF RIGHTS.  The rights of indemnification and to
the advancement of expenses conferred in this Article V shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of the Restated Certificate of Incorporation,
bylaw, contract, agreement, vote of stockholders or disinterested directors
or otherwise.

Section 4.  INSURANCE.  The Corporation may maintain insurance, at its
expense, to protect itself and any indemnitee against any expense, liability
or loss, whether or not the Corporation would have the power to indemnify
such person against such expense, liability or loss under the General
Corporation Law of the State of Delaware.

Section 5.  INDEMNIFICATION OF AGENTS OF THE CORPORATION.  The Corporation
may, to the extent authorized from time to time by the Board of Directors,
grant rights to indemnification and to the advancement of expenses to any
employee or agent of the Corporation to the fullest extent of the provisions
of this Article V or as otherwise permitted under the General Corporation Law
of the State of Delaware with respect to the indemnification and advancement
of expenses of directors and officers of the Corporation.

Section 6.  INDEMNIFICATION CONTRACTS.  The Board of Directors is authorized
to enter into a contract with any director, officer, employee or agent of the
Corporation, or any person serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, including employee benefit plans,
providing for indemnification rights equivalent to or, if the Board of
Directors so determines, greater than those provided for in this Article V.

Section 7.  EFFECT OF AMENDMENT.  Any amendment, repeal or modification of
any provision of this Article V by the stockholders or the directors of the
Corporation shall not adversely affect any right or protection of a director
or officer of the Corporation existing at the time of such amendment, repeal
or modification.

                                  ARTICLE VI
                                    STOCK

Section 1.  CERTIFIED AND UNCERTIFIED SHARES.  Shares of the Corporation's
stock shall be issued and held in certificated form, in which the shares are
represented by physical certificates; provided, however, that shares of the
Corporation's stock may be issued and held in uncertificated form, in which
the shares are held in book-entry form pursuant to a direct registration
system without being represented by a physical certificate, if the Board of
Directors of the Corporation adopts a resolution permitting shares of the
Corporation's stock to be uncertificated.  Notwithstanding the adoption by
the Board of Directors of any such resolution providing for uncertificated
shares, each shareholder shall be entitled to have the shares of the
Corporation's stock owned by such shareholder represented by one or more
physical certificates, as specified by such shareholder.  With respect to
shares of stock of the Corporation that are in certificated form, the
certificates representing such shares shall be in such form as shall be
determined by the Board of Directors, subject to applicable legal
requirements.  Such certificates shall be numbered and their issuance
recorded in the books of the Corporation, and such certificates shall exhibit
the holder's name and the number of shares and shall be signed by, or in the
name of the Corporation by, (a) the Chairman of the Board, the Vice Chairman
of the Board, the Chief Executive Officer, the President or any Senior Vice
President of the Corporation, and (b) the Chief Financial Officer, the
Secretary or an Assistant Secretary of the Corporation.  Any or all of the
signatures and the seal of the Corporation, if any, upon such certificates
may be facsimiles, engraved or printed.

Section 2.  TRANSFER.  Shares of stock of the Corporation shall be
transferable in the manner prescribed by law and in these Bylaws.  Transfers
of the Corporation's stock shall be made on the stock transfer books of the
Corporation, kept at the office of the Corporation or at the transfer agent
of the Corporation designated to transfer the class of stock being
transferred, and (a) in the case of shares of the Corporation's stock in
certificated form, only by the person named in the certificate or by such
person's attorney lawfully constituted in writing and upon surrender to the
Corporation or the transfer agent of each certificate representing such
shares duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer and payment of all necessary transfer
taxes, or (b) in the case of shares of the Corporation's stock in
uncertificated form, upon receipt of proper transfer instructions from the
registered holder of such shares or by such person's attorney lawfully
constituted in writing and upon payment of all necessary transfer taxes and
compliance with appropriate procedures for transferring shares in
uncertificated form; provided, however, that such surrender and endorsement,
compliance or payment of taxes referred to in clauses (a) and (b) shall not
be required in any case in which the officers of the Corporation shall
determine to waive such requirement.  With respect to shares of the
Corporation's stock in certificated form, every certificate exchanged,
returned or surrendered to the Corporation shall be marked "Cancelled," with
the date of cancellation, by the Secretary or Assistant Secretary of the
Corporation or the transfer agent thereof.  No transfer of stock shall be
valid as against the Corporation for any purpose until it shall have been
entered in the stock transfer books of the Corporation.

Section 3.  LOST, STOLEN OR DESTROYED CERTIFICATES.  The Secretary may direct
a new certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed upon the making of an affidavit of that fact,
satisfactory to the Secretary, by the person claiming the certificate of
stock to be lost, stolen or destroyed; provided, however, that if such
certificate alleged to have been lost, stolen or destroyed represented shares
of the Corporation's stock, at the request of the registered holder of such
shares or by such person's attorney lawfully constituted in writing, the
Secretary shall instead direct that such shares be reissued in uncertificated
form.  As a condition precedent to the issuance of a new certificate or
certificates or reissuance of such shares in uncertificated form, the
Secretary may require the registered holder of such lost, stolen or destroyed
certificate or certificates to give the Corporation a bond in such sum and
with such surety or sureties as the Secretary may direct as indemnity against
any claims that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen or destroyed, the issuance of
the new certificate, or the reissuance of such shares in uncertificated form.

Section 4.  RECORD DATE.
 (a)  In order that the Corporation may determine the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, the Board of Directors may fix a record date, which record date
shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors, and which record date shall not be more
than 60 or less than 10 days before the date of such meeting.  If no record
date is fixed by the Board of Directors, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders
shall be at the close of business on the day next preceding the day on which
notice is given or, if notice is waived, at the close of business on the day
next preceding the day on which the meeting is held.  A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the
adjourned meeting.
 (b)  In order that the Corporation may determine the stockholders entitled
to receive payment of any dividend or other distribution or allotment of any
rights or the stockholders entitled to exercise any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other
lawful action, the Board of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record
date is adopted, and which record date shall be not more than 60 days prior
to such action.  If no record date is fixed, the record date for determining
stockholders for any such purpose shall be at the close of business on the
day on which the Board of Directors adopts the resolution relating thereto.

                                ARTICLE VII
                           GENERAL PROVISIONS

Section 1.  FISCAL YEAR.  The fiscal year of the Corporation shall end on
September 30 of each year or on such other date as shall be fixed from time
to time by the Board of Directors.

Section 2.  CORPORATE SEAL.  The Board of Directors may adopt a corporate
seal and use the same by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise.

Section 3.  RELIANCE UPON BOOKS, REPORTS AND RECORDS.  Each director, each
member of a committee designated by the Board of Directors, and each officer
of the Corporation shall, in the performance of his or her duties, be fully
protected in relying in good faith upon the records of the Corporation and
upon such information, opinions, reports or statements presented to the
Corporation by any of the Corporation's officers or employees, or committees
of the Board of Directors, or by any other person as to matters the director,
committee member or officer believes are within such other person's
professional or expert competence and who has been selected with reasonable
care by or on behalf of the Corporation.

Section 4.  TIME PERIODS.  In applying any provision of these Bylaws which
requires that an act be done or not be done a specified number of days prior
to an event or that an act be done during a period of a specified number of
days prior to an event, calendar days shall be used, the day of the doing of
the act shall be excluded and the day of the event shall be included.

Section 5.  DIVIDENDS.  The Board of Directors may from time to time declare
and the Corporation may pay dividends upon its outstanding shares of capital
stock, in the manner and upon the terms and conditions provided by law and
the Restated Certificate of Incorporation.

                                ARTICLE VIII
                                 AMENDMENTS

In furtherance and not in limitation of the powers conferred upon it by law,
the Board of Directors is expressly authorized to adopt, repeal, alter or
amend the Bylaws of the Corporation by the vote of a majority of the entire
Board of Directors.  In addition to any requirements of law and any provision
of the Restated Certificate of Incorporation, the stockholders of the
Corporation may adopt, repeal, alter or amend any provision of the Bylaws
upon the affirmative vote of the holders of 75% or more of the combined
voting power of the then outstanding stock of the Corporation entitled to
vote generally in the election of directors.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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