
                                   As amended by action of the Board of
                                   Directors of this Corporation on May 21,
                                   1996

                                   /s/ Thomas P. Young
                                   ----------------------------------
                                   Thomas P. Young, Acting Secretary


                                      BYLAWS
                                        OF
                                    ACC CORP.
                             (a Delaware corporation)
                                         
                                    ARTICLE I

                                   STOCKHOLDERS


     Section 1.01  Annual Meeting.  The Annual Meeting of the stockholders of
this Corporation, for the purpose of electing Directors and transacting such
other business as may come before the meeting, shall be held on such date, at
such time and at such place as may be designated by the Board of Directors. 

     Section 1.02  Special Meetings.  Special Meetings of the stockholders
may be called at any time by the Chairman of the Board, or by the Chief
Executive Officer, or by the President and Chief Operating Officer, or by a
majority of the entire Board of Directors acting with or without a meeting. 
Special Meetings may be called for any purpose(s); however, the business
transacted at any such Special Meeting shall be confined to the purposes set
forth in the notice thereof. 

     Section 1.03  Place of Meetings.  Meetings of stockholders shall be held
at such place as the person or persons calling the meetings shall decide,
unless the Board of Directors decides that a meeting shall be held at some
other place and causes the notice thereof to so state. 

     Section 1.04  Notices of Meetings.  Unless waived, a written, printed,
or typewritten notice of each Annual or Special meeting, stating the date,
hour and place and the purpose or purposes thereof shall be delivered or
mailed to each stockholder of record entitled to vote or entitled to notice,
not more than 60 days nor less than 10 days before any such meeting.  If
mailed, such notice shall be directed to a stockholder at his or her address
as the same appears on the records of the Corporation.  Notice shall not be
required to be given to any stockholder who submits a signed waiver of
notice, in person or by proxy, whether before or after such meeting.  The
attendance of any stockholder at a meeting without protesting, prior to the
conclusion of the meeting, the lack of notice of such meeting, shall
constitute a waiver of notice by him or her.  If a meeting is adjourned to
another time or place and such adjournment is for 30 days or less and no new
record date is fixed for the adjourned meeting, no further notice as to such
adjourned meeting need be given if the time and place to which it is
adjourned are fixed and announced at such meeting.  If, however, such
adjournment exceeds 30 days or if, after the adjournment, a new record date
is fixed for the adjourned meeting, a notice of such adjourned meeting must
be given to each stockholder of record entitled to vote at such meeting.  In
the event of a transfer of shares after notice has been given and prior to
the holding of the meeting, it shall not be necessary to serve notice on the
transferee.  Such notice shall specify the place where the stockholders list
will be open for examination prior to the meeting if required by Section 1.08
hereof. 

     Section 1.05  Fixing Date for Determination of Stockholders of Record. 
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, or entitled to receive payment of any dividend or other distribution
or allotment of any rights, or entitled to exercise any rights in respect of
any other change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record
date, which shall not be more than 60 nor less than 10 days before the date
of such meeting, nor more than 60 days prior to any other action.  If the
Board shall not fix such a record date, (i) the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders
shall be the close of business on the date 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, and (ii) in any case
involving the determination of stockholders for any purpose other than notice
of or voting at a meeting of stockholders, the record date for determining
stockholders for such purpose shall be the close of business on the day on
which the Board of Directors shall adopt the resolution relating thereto. 
Determination of stockholders entitled to notice of or to vote at a meeting
of stockholders shall apply to any adjournment of such meeting; provided,
however, that the Board of Directors may fix a new record date for the
adjourned meeting. 

     Section 1.06  Organization.  At each meeting of the stockholders, the
Chairman of the Board, or in the absence of the Chairman of the Board, the
Chief Executive Officer, or in the absence of both the Chairman of the Board
and the Chief Executive Officer, the President and Chief Operating Officer,
or, in the absence of all such officers, a Chairman chosen by a majority in
interest of the stockholders present in person or by proxy and entitled to
vote, shall act as Chairman, and the Secretary of the Corporation, or, if the
Secretary of the Corporation not be present, the Assistant Secretary, or, in
the absence of both such officers, any person whom the Chairman of the
Meeting shall appoint, shall act as Secretary of the Meeting. 

     Section 1.07  Quorum.  A stockholders' meeting duly called shall not be
organized for the transaction of business unless a quorum is present.  Except
as otherwise expressly provided by law, the Certificate of Incorporation or
these Bylaws, the presence in person or by proxy of holders of record of
shares of stock of the Corporation entitling them to exercise at least a
majority of the voting power of the Corporation shall constitute a quorum for
such meeting.  The stockholders present at a duly organized meeting can
continue to do business until adjournment, notwithstanding the withdrawal of
enough stockholders to leave less than a quorum.  If a meeting cannot be
organized because a quorum has not attended, a majority in voting interest of
the stockholders present may adjourn, or, in the absence of a decision by the
majority, any officer entitled to preside at such meeting may adjourn the
meeting from time to time to such time (not more than 30 days after the
previously adjourned meeting) and place as they (or he/she) may determine,
without notice other than by announcement at the meeting of the time and
place of the adjourned meeting.  At any such adjourned meeting at which a
quorum is present any business may be transacted which might have been
transacted at the meeting as originally called. 

     Section 1.08  List of Stockholders.  The Secretary of the Corporation
shall prepare and make a complete list of the stockholders of record as of
the applicable record date entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the
number and class or series of shares registered in the name of each
stockholder.  Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least 10 days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the
meeting is to be held.  This list shall also be produced and kept at the time
and place of the meeting during the whole time thereof, and may be inspected
by any stockholder who is present.  The Corporation shall be entitled for all
purposes to rely on the address for any stockholder appearing on the records
of its duly appointed transfer agent(s), unless a stockholder shall
specifically file with the Secretary of the Corporation a written request
that notices intended for such stockholder be mailed to a different address,
in which case all notices shall be mailed to the address specified in such
request.  

     Section 1.09  Order of Business and Procedure.  The order of business at
all meetings of the stockholders and all matters relating to the manner of
conducting the meeting shall be determined by the Chairman of the Meeting,
whose decisions may be overruled only by majority vote of the stockholders
present and entitled to vote at the meeting in person or by proxy.  Meetings
shall be conducted in a manner designed to accomplish the business of the
meeting in a prompt and orderly fashion and to be fair and equitable to all
stockholders, but it shall not be necessary to follow any manual of
parliamentary procedure. 

     Section 1.10  Voting.  

     (a)  Each stockholder of any class or series of the capital stock of the
Corporation shall, at each meeting of the stockholders, be entitled to such
number of votes for each such share of capital stock as provided by the
Certificate of Incorporation with respect to each such class or series of
capital stock as shall have been held by and registered in the name of such
stockholder on the books of the Corporation on the date fixed pursuant to
these Bylaws as the record date for the determination of stockholders
entitled to notice of and to vote at such meeting, except as may otherwise be
provided by statute or the Certificate of Incorporation. 


     (b)  Shares of its own stock belonging to the Corporation or to another
corporation, if a majority of the shares entitled to vote in the election of
directors in such other corporation is held, directly or indirectly, by the
Corporation, shall neither be entitled to vote nor be counted for quorum
purposes. 

     (c)  Any such voting rights may be exercised by the stockholder entitled
thereto in person or by such stockholder's proxy appointed by an instrument
in writing, subscribed by such stockholder or by his attorney thereunto
authorized and delivered to the Secretary of the Meeting in sufficient time
to permit the necessary examination and tabulation thereof before the vote is
taken; provided, however, that no proxy shall be valid after the expiration
of three years after the date of its execution, unless the stockholder
executing it shall have specified therein the length of time it is to
continue in force.  At any meeting of the stockholders at which a quorum is
present, all matters, except as otherwise expressly required by law, the
Certificate of Incorporation or these Bylaws, shall be decided by the vote of
a majority of the shares present in person or by proxy and entitled to vote
thereat and thereon.  The vote at any meeting of the stockholders on any
questions need not be by ballot, unless so directed by the Chairman of the
Meeting or required by the Certificate of Incorporation; provided, however,
that with respect to the election of Directors, any stockholder shall have
the right to demand that such vote be taken by written ballot.  On a vote by
ballot, each ballot shall be signed by the stockholder voting, or by such
stockholder's proxy, as the case may be, and it shall state the number of
shares voted.  Each proxy shall be revocable at the pleasure of the person
executing it, or of such person's personal representative(s) or assign(s),
except as otherwise provided by statute.  The authority of the holder of a
proxy to act shall not be revoked by the incompetence or death of the
stockholder who executed the proxy unless, before the authority is exercised,
valid and sufficient written notice of an adjudication of such incompetence
or of such death is received by the Secretary of the Corporation. 

     Section 1.11  Inspectors.  The Board of Directors, in advance of any
meeting of the stockholders, may appoint one or more inspectors to act at the
meeting.  If inspectors are not so appointed, the person presiding at the
meeting may appoint one or more inspectors.  If any person so appointed fails
to appear or act, the vacancy may be filled by appointment made by the Board
of Directors in advance of the meeting or at the meeting by the person
presiding thereat.  The inspectors so appointed shall determine the number of
shares outstanding, the shares represented at the meeting, the existence of a
quorum and the authenticity, validity and effect of proxies and shall receive
votes, ballots, waivers, releases, or consents, hear and determine all
challenges and questions arising in connection with the right to vote, count
and tabulate all votes, ballots, waivers, releases, or consents, determine
and announce the results and do such acts as are proper to conduct the
election or vote with fairness to all stockholders.  On request of the person
presiding at the meeting, the inspectors shall make a report in writing of
any challenge, question or matter determined by them and execute a
certificate of any fact found by them.  Any report or certificate made by
them shall be prima facie evidence of the facts stated and of the vote as
certified by them. 


                                    ARTICLE II

                                BOARD OF DIRECTORS


     Section 2.01  General Powers of Board.  The powers of the Corporation
shall be exercised, its business and affairs conducted, and its property
controlled by the Board of Directors, except as otherwise provided by the law
of Delaware or in the Certificate of Incorporation.  Each Director shall be
at least 21 years of age. 

     Section 2.02  Number of Directors.  The number of Directors of the
Corporation shall not be less than three, with the exact number of Directors
to be such number as may be set from time to time by resolution adopted by
affirmative vote of a majority of the entire Board of Directors; provided,
however, that no decrease in the size of the Board shall serve to reduce the
term of any Director then in office.  As used in these Bylaws, the term
"entire Board" means the total number of Directors which the Corporation
would have if there were no vacancies.  The initial number of Directors and
the persons appointed as the initial Directors shall be as selected by the
incorporator. 

     Section 2.03  Election of Directors.  At each Annual Meeting of the
stockholders, and except as may otherwise be provided by the Certificate of
Incorporation, Directors shall be elected by a plurality of the votes cast by
the holders of shares of the Corporation's capital stock entitled to vote
thereon for a term of one year, and shall hold office until the election and
qualification of their successors, or until their earlier resignation or
removal. 

     Section 2.04  Nominations.  Nominations for the election of Directors
may be made by the Board of Directors or a committee thereof or by any
stockholder entitled to vote for the election of Directors. 

     Section 2.05  Resignations.  Any Director of the Corporation may resign
at any time by giving written notice to the Chairman of the Board, the Chief
Executive Officer, the President and Chief Operating Officer or the Secretary
of the Corporation.  Such resignation shall take effect at the time specified
therein, and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective. 

     Section 2.06  Vacancies.  In the event that any vacancy shall occur in
the Board of Directors, whether because of death, resignation, removal, newly
created directorships resulting from any increase in the authorized number of
Directors, the failure of the stockholders to elect the whole authorized
number of Directors, or for any other reason, such vacancy shall be filled by
the vote of a majority of the Directors then in office, although less than a
quorum.  A Director elected to fill a vacancy shall hold office until the
next Annual Meeting of stockholders for the election of Directors, and until
the election and qualification of his or her successor. 

     Section 2.07  Removal of Directors.  Any or all of the Directors may be
removed for cause or without cause only by a majority vote of all outstanding
shares of stock. 

     Section 2.08  Place of Meeting, etc.  The Board of Directors may hold
any of its meetings at the principal office of the Corporation or at such
other place or places as the Board of Directors may from time to time
designate.  Directors may participate in any regular or special meeting of
the Board of Directors or of any committee thereof by means of conference
telephone or similar communications equipment pursuant to which all persons
participating in any such meeting can hear each other and such participation
shall constitute presence in person at any such meeting. 

     Section 2.09  Regular Meetings.  A Regular Meeting of the Board of
Directors shall be held following each Annual Meeting of Stockholders for the
purpose of organizing the Corporation's affairs and the transaction of such
other business as may properly come before such meeting.  Other Regular
Meetings of the Board of Directors may be held at such intervals and at such
time as shall from time to time be determined by the Board of Directors. 
Once such determination has been made and notice thereof has been once given
to each person then a member of the Board of Directors, such Regular Meetings
may be held at such intervals and at the time(s) and place(s) so designated
without further notice being given. 

     Section 2.10  Chairman of the Board.  At the regular meeting of the
Board of Directors held following each Annual Meeting of the stockholders,
the Board shall elect one of its members as Chairman of the Board, to serve
at the pleasure of the Board.  The Chairman of the Board shall preside at all
meetings of the stockholders and of the Board of Directors.  The Chairman of
the Board shall also perform such duties and may exercise such other powers
as from time to time may be assigned by these Bylaws or by the Board of
Directors. 

     Section 2.11  Special Meetings.  Special meetings of the Board of
Directors may be called at any time by the Chairman of the Board, by the
Chief Executive Officer, by the President and Chief Operating Officer, or by
a majority of Directors then in office, to be held on such day and at such
time as shall be specified by the person or persons calling the meeting. 

     Section 2.12  Notice of Meetings.  Notice of each Special Meeting or,
where required, each Regular Meeting of the Board of Directors shall be
deemed properly given to each Director either:  (a) when mailed by first
class mail, postage prepaid, to each Director, addressed to him or her at his
or her residence or usual place of business, at least two days before the day
on which such meeting is to be held; or (b) when sent to him or her at such
address by telegraph, cable, telex, telecopier, facsimile or other similar
means, or when delivered to him or her personally, or when given to him or
her by telephone or other similar means, in any event at least 24 hours
before the time at which such meeting is to be held.  Such notice shall
specify the place, date and time of the meeting; however, except as otherwise
specifically required by these Bylaws, notice of any Regular or Special
Meeting of the Board of Directors need not state the purpose or purposes of
such meeting and, at any such meeting duly held, any business may be
transacted.  At any meeting of the Board of Directors at which every Director
shall be present, even though without such notice, any business may be
transacted.  Any acts or proceedings taken at a meeting of the Board of
Directors not validly called or convened may be made valid and fully
effective by ratification at a subsequent meeting that has been validly
called or convened.  A written waiver of notice of a Special or Regular
Meeting, signed by the person or persons entitled to such notice, whether
before or after the time stated therein, shall be deemed the equivalent of
such notice, and attendance of a Director at any meeting shall constitute a
waiver of notice of such meeting except when the Director attends the meeting
and prior to or at the commencement thereof protests the lack of proper
notice to him or her, or that the meeting is not lawfully called or convened.

     Section 2.13  Quorum and Voting.  At all meetings of the Board of
Directors, the presence of a majority of the Directors then in office shall
constitute a quorum for the transaction of business; provided, however, that
such number may not be less than one-third of the entire Board.  Except as
otherwise required by law, the Certificate of Incorporation, or these Bylaws,
the vote of a majority of the Directors present at any meeting at which a
quorum is present shall be the act of the Board of Directors.  At all
meetings of the Board of Directors, each Director shall have one vote. 

     Section 2.14  Committees.  The Board of Directors may appoint an
Executive Committee, an Audit Committee, an Executive Compensation Committee,
a Nominating and Organizational Development Committee, a Strategic Planning
Committee and any other committee of the Board of Directors, each to consist
of three or more Directors of the Corporation. Each such committee shall have
and may exercise all of the powers and authority of the Board of Directors
necessary and appropriate to the carrying out of its functions, except that
no such committee shall have the power or authority:

     (a)  To amend the Certificate of Incorporation or these Bylaws;

     (b)  To adopt an agreement of merger or consolidation;

     (c)  To recommend to the stockholders the sale, lease or exchange of all
or substantially all the Corporation's property and assets;

     (d)  To recommend to the stockholders a dissolution of the Corporation
or a revocation of a dissolution; nor

     (e)  To declare a dividend or to authorize the issuance of stock unless
the resolution creating such committee expressly so provides.

     The Executive Committee of the Board shall have the power and authority
to act in lieu of the full Board of Directors as may be necessary in the
intervals between Board meetings and as otherwise requested by the full
Board, except as otherwise specifically circumscribed by the Delaware General
Corporation Law, the Corporation's Certificate of Incorporation or these
Bylaws.

     The Audit Committee of the Board shall periodically review the
Corporation's auditing practices and procedures, make recommendations to
management or to the Board of Directors as to any changes to such practices
and procedures deemed necessary from time to time to comply with applicable
auditing rules, regulations and practices, and recommend independent auditors
for the Corporation to be elected by the stockholders.  This Committee shall
at all times consist solely of Directors who are not also employees or
officers of the Corporation. 

     The Executive Compensation Committee of the Board shall meet from time
to time to set and review the compensation and benefits payable to the
Corporation's officers and other senior executives, and, acting under the
terms of the Corporation's Employee Long Term Incentive Plan and the
Corporation's Employee Stock Purchase Plan, shall have exclusive authority to
administer said Plans in all respects in accordance with their terms.  This
Committee shall at all times consist solely of Directors who are not also
employees or officers of the Corporation.

     The Nominating and Organizational Development Committee of the Board
shall meet from time to time to review the qualifications of and recommend to
the Board the names of candidates both (1) to stand for election as Directors
of the Corporation and (2) to fill vacancies that occur on the Board of
Directors, as well as to develop long range management succession plans for
the Corporation and to review the qualifications of and make recommendations
to the Board of the names of candidates for Chief Executive Officer of the
Corporation.  The Chief Executive Officer shall be an ex officio member of
this Committee.

     The Strategic Planning Committee of the Board shall meet from time to
time to develop and review the Corporation's long range strategic business
plans and goals and to recommend the same to the Board as necessary for
approval and implementation.  The Chairman of the Board shall be the Chairman
of this Committee.

     Each such committee shall serve at the pleasure of the Board of
Directors and shall be subject to the control and direction of the Board of
Directors.  In the absence of any member of any such committee, the members
thereof present at any meeting may appoint a member of the Board of Directors
previously designated by the Board of Directors as a committee alternate to
act in the place of such absent member.  Any such committee shall keep
written minutes of its meetings and report the same to the Board of Directors
at the next Regular Meeting of the Board of Directors.

     Section 2.15  Compensation.  The Board of Directors may, by resolution
passed by a majority of those in office, fix the compensation of Directors
for service in any capacity and may fix fees for attendance at meetings and
may authorize the Corporation to pay the traveling and other expenses of
Directors incident to their attendance at meetings, or may delegate such
authority to a committee of the Board of Directors.  The Board of Directors
shall fix the compensation of all officers of the Corporation who are
appointed by the Board of Directors.  The Board of Directors may authorize
the Chief Executive Officer or the President and Chief Operating Officer to
fix the compensation of such assistant and subordinate officers and agents as
either of them is authorized to appoint and remove. 

     Section 2.16  Action by Consent.  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 a 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 proceedings of the
Board of Directors or such committee. 

     Section 2.17  Director Emeritus.   From time to time, the Board may in
its discretion designate a Director who elects to retire from the Board, on
or after reaching age 70, as a Director Emeritus.  A Director Emeritus shall
be invited to attend all Board meetings as an ex officio member of the Board
without a vote and shall be entitled to receive the annual retainer fees then
paid to the Directors of this Corporation, until reaching age 75.


                                   ARTICLE III

                                     OFFICERS


     Section 3.01  General Provisions.  The officers of the Corporation shall
be the Chief Executive Officer, the President and Chief Operating Officer,
such number of Vice Presidents as the Board of Directors may from time to
time determine, a Secretary and a Treasurer.  Any person may hold any two or
more offices and perform all the duties thereof.  The Board of Directors may
also elect a Chief Financial Officer, a Controller and such other officers as
it may determine. 

     Section 3.02  Election, Terms of Office, and Qualification.  The
officers of the Corporation named in Section 3.01 of this Article III shall
be elected by the Board of Directors for an indeterminate term and shall hold
office at the pleasure of the Board of Directors.  

     Section 3.03  Additional Officers, Agents, etc.  In addition to the
officers mentioned in Section 3.01 of this Article III, the Corporation may
have such other officers or agents as the Board of Directors may deem
necessary and may appoint, each of whom shall hold office for such period,
have such authority and perform such duties as may be provided in these
Bylaws as the Board of Directors may from time to time determine.  The Board
of Directors may from time to time delegate to the Chief Executive Officer or
the President and Chief Operating Officer the power to appoint any
subordinate officers or agents and prescribe the powers and duties thereof. 
In the absence of any officer of the Corporation, or for any other reason the
Board of Directors may deem sufficient, the Board of Directors may delegate
the powers and duties of such officer, in whole or in part, to any other
officer, or to any Director. 

     Section 3.04  Removal.  Any officer of the Corporation may be removed,
either with or without cause, at any time, by resolution adopted by the Board
of Directors at any meeting.  Any officer appointed not by the Board of
Directors but by an officer or committee to which the Board of Directors
shall have delegated the power of appointment may be removed, with or without
cause, by the Board of Directors, by the committee that or superior officer
(including successors) who made the appointment, or by any committee or
officer upon whom such power of removal may be conferred by the Board of
Directors. 

     Section 3.05  Resignations.  Any officer may resign at any time by
giving written notice to the Board of Directors, or to the Chairman of the
Board, the Chief Executive Officer, the President and Chief Operating
Officer, or the Secretary of the Corporation.  Any such resignation shall
take effect at the time specified therein, and unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective. 

     Section 3.06  Vacancies.  A vacancy in any office because of death,
resignation, removal, disqualification, or otherwise, shall be filled in the
manner prescribed in these Bylaws for regular appointments or elections to
such office. 


                                    ARTICLE IV

                              DUTIES OF THE OFFICERS


     Section 4.01  Chief Executive Officer.  The Chief Executive Officer
shall have general charge of and be primarily responsible for the conduct of
the business of the Corporation, including long-range planning and strategic
analyses of the Corporation's future growth and direction, and subject to the
Board's approval, establishing the general business policies and goals of the
Corporation.  During the absence or disability of the Chairman of the Board,
the Chief Executive Officer shall preside at all meetings of the stockholders
and of the Board of Directors.  Except where by law the signature of the
President and Chief Operating Officer is required, the Chief Executive
Officer shall possess the same power as the President and Chief Operating
Officer to sign all contracts, certificates and other instruments of the
Corporation which may be authorized by the Board of Directors.  During the
absence or disability of the President and Chief Operating Officer, the Chief
Executive Officer shall exercise all the powers and discharge all the duties
of the President and Chief Operating Officer.  The Chief Executive Officer
shall also perform such duties and may exercise such other powers as from
time to time may be assigned by these Bylaws or by the Board of Directors. 

     Section 4.02  President and Chief Operating Officer.  The President and
Chief Operating Officer shall, subject to the control of the Board and the
Chief Executive Officer, have general supervision of the day-to-day operation
and administration of the business of the Corporation, together with such
other duties and such other powers as from time to time may be assigned by
the Board of Directors or the Chief Executive Officer.  He shall execute all
bonds, mortgages, contracts and other instruments of the Corporation
requiring a seal, under the seal of the Corporation, except where required or
permitted by law to be otherwise signed and executed and except that the
other officers of the Corporation may sign and execute documents when so
authorized by these Bylaws, the Board of Directors, or the Chief Executive
Officer.  In the absence or disability of both the Chairman of the Board and
of the Chief Executive Officer, the President and Chief Operating Officer
shall preside at all meetings of the shareholders and the Board of Directors.


     Section 4.03  Vice Presidents.  The Vice Presidents shall perform such
duties as are conferred upon them by these Bylaws or as may from time to time
be assigned to them by the Board of Directors, the Chief Executive Officer or
the President and Chief Operating Officer.  Any one or more of the Vice
Presidents may be designated by the Board of Directors as an Executive Vice
President, and the Board may also from time to time designate one or more of
the Vice Presidents as Senior Vice Presidents in the exercise of its sole
discretion.  At the request of the Chief Executive Officer, in the absence or
disability of the President and Chief Operating Officer, the Executive Vice
President designated by the Chief Executive Officer shall perform all the
duties and have all the powers of the President and Chief Operating Officer. 
If there be no Executive Vice President, the Vice President designated by the
Board of Directors shall perform such duties and exercise such functions. 
Each Vice President shall have such other powers and duties as may from time
to time be properly prescribed by the Board of Directors, the Chief Executive
Officer, or the President and Chief Operating Officer. 

     Section 4.04  Treasurer.  The Treasurer shall keep correct and complete
books and records of account for the Corporation.  Subject to the control and
supervision of the Board of Directors and the Chief Executive Officer, or
such other officer as any of them may designate, the Treasurer shall
establish programs for the provision of the capital required by the
Corporation, including negotiating the procurement of capital and maintaining
adequate sources for the Corporation's current borrowings from lending
institutions.  He shall maintain banking arrangements to receive, have
custody of and disburse the funds and securities of the Corporation.  He
shall invest the funds of the Corporation as required, and establish and
coordinate policies for investment in pension and other similar accounts due
the Corporation.  The Treasurer shall have such other powers and duties as
may from time to time be properly prescribed by the Board of Directors, the
Chief Executive Officer, the President and Chief Operating Officer, or the
Chief Financial Officer. 

     Section 4.05  Secretary.  The Secretary shall attend all meetings of the
Board of Directors and of the stockholders, and shall record all votes in the
Minutes of all such proceedings in a book to be maintained for such purpose. 
The Secretary shall give or cause to be given a notice of all meetings of
stockholders and of the Board of Directors.  The Secretary shall be the
custodian of the seal of the Corporation and shall affix the seal to any
instrument when authorized by the Board of Directors.  The Secretary shall
keep all the documents and records of the Corporation, as required by law or
otherwise, in a proper and safe manner.  The Secretary shall have such other
powers and duties as may from time to time be properly prescribed by the
Board of Directors, the Chief Executive Officer or the President and Chief
Operating Officer. 

     Section 4.06  Chief Financial Officer.  The Board of Directors may
appoint a Chief Financial Officer.  Subject to the control and supervision of
the Board of Directors and the Chief Executive Officer, the Chief Financial
Officer shall have general charge of establishing and overseeing all
financial and accounting policies and matters of the Corporation.  The Chief
Financial Officer shall also have such other powers and duties as may from
time to time be properly prescribed by the Board of Directors or the Chief
Executive Officer. 

     Section 4.07  Controller.  The Board of Directors may appoint a
Controller.  Subject to the control and supervision of the Board of
Directors, the Chief Executive Officer, or such officer as either of them may
designate, the Controller shall establish, coordinate and administer an
adequate plan for the financial control of operations, including profit
planning, programs for capital investing and for financing, sales forecasts,
expense budgets and cost standards, together with the necessary procedures to
effectuate such plans.  The Controller shall compare performance with
operating plans and standards and shall report and interpret the results of
operations to all levels of management. 


                                    ARTICLE V

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS


     Section 5.01  Mandatory Indemnification.  The Corporation shall
indemnify any officer or Director of the Corporation who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceedings, whether civil, criminal, administrative or
investigative (including, without limitation, any action threatened or
instituted 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
or was serving at the request of the Corporation as a Director, trustee,
officer, employee or agent of another corporation (domestic or foreign,
nonprofit or for profit), partnership, joint venture, trust or other
enterprise, against expenses (including, without limitation, attorneys' fees,
filing fees, court reporters' fees and transcript costs), 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 good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, and with respect to any criminal action or
proceeding, he had no reasonable cause to believe his conduct was unlawful. 
A person claiming indemnification under this Section 5.01 shall be presumed,
in respect of any act or omission giving rise to such claim for
indemnification, to have acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Corporation,
and with respect to any criminal matter, to have had no reasonable cause to
believe his conduct was unlawful, and the termination of any action, suit or
proceeding by judgment, order, settlement or conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, rebut such
presumption. 

     Section 5.02  Court-Approved Indemnification.  Anything contained in
these Bylaws or elsewhere to the contrary notwithstanding: 

     (a)  The Corporation shall not indemnify any officer or Director of the
Corporation who was a party to any completed action or suit instituted 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, trustee, officer, employee or agent of another Corporation
(domestic or foreign, nonprofit or for profit), partnership, joint venture,
trust or other enterprise, in respect of any claim, issue or matter asserted
in such action or suit as to which he shall have been adjudged to be liable
for gross negligence or intentional misconduct in the performance of his duty
to the Corporation unless and only to the extent that the Court of Chancery
of the State of Delaware or the court in which such action or suit was
brought shall determine upon application that, despite such adjudication of
liability, and in view of all the circumstances of the case, he is fairly and
reasonably entitled to such indemnity as such Court of Chancery or such other
court shall deem proper; and 

     (b)  The Corporation shall promptly make any such unpaid indemnification
as is determined by a court to be proper as contemplated by this Section
5.02. 

     Section 5.03  Indemnification for Expenses.  Anything contained in these
Bylaws or elsewhere to the contrary notwithstanding, to the extent that an
officer or Director of the Corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Section
5.01, or in defense of any claim, issue or matter therein, he shall be
promptly indemnified by the Corporation against expenses (including, without
limitation, attorneys' fees, filing fees, court reporters' fees and
transcript costs) actually and reasonably incurred by him in connection
therewith. 

     Section 5.04  Determination Required.  Any indemnification required
under Section 5.01 and not precluded under Section 5.02 shall be made by the
Corporation only upon a determination that such indemnification of the
officer or Director is proper in the circumstances because he has met the
applicable standard of conduct set forth in Section 5.01.  Such determination
may be made only (a) by a majority vote of a quorum consisting of Directors
of the Corporation who were not and are not parties to any such action, suit
or proceedings, or (b) if such a quorum is not obtainable or if a majority of
a quorum of disinterested Directors so directs, by independent legal counsel
in a written opinion, or (c) by the stockholders, or (d) by the Court of
Chancery of the State of Delaware or (if the Corporation is a party thereto)
the court in which such action, suit or proceeding was brought, if any.  Any
such determination may be made by a court under division (d) of this Section
5.04 at any time (including, without limitation, any time before, during or
after the time when any such determination may be requested of, be under
consideration by or have been denied or disregarded by the disinterested
Directors under division (a) or by independent legal counsel under division
(b) or by the stockholders under division (c) of this Section 5.04); and no
failure for any reason to make any such determination, and no decision for
any reason to deny any such determination, by the disinterested Directors
under division (a) or by independent legal counsel under division (b) or by
stockholders under division (c) of this Section 5.04 shall be evidence in
rebuttal of the presumption recited in Section 5.01.  Any determination made
by the disinterested Directors under division (a) or by independent legal
counsel under division (b) of this Section 5.04 to make indemnification in
respect of any claim, issue or matter asserted in an action or suit
threatened or brought by or in the right of the Corporation shall be promptly
communicated to the person who threatened or brought such action or suit, and
within twenty days after receipt of such notification such person shall have
the right to petition the Court of Chancery of the State of Delaware or the
court in which such action or suit was brought, if any, to review the reason-
ableness of such determination. 

     Section 5.05  Advances for Expenses.  Expenses (including, without
limitation, attorneys' fees, filing fees, court reporters' fees and
transcript costs) incurred in defending any action, suit or proceeding
referred to in Section 5.01 shall be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding to or on behalf of
the officer or Director promptly as such expenses are incurred by him, but
only if such officer or Director shall first agree, in writing, to repay all
amounts so paid in respect of any claim, issue or other matter asserted in
such action, suit or proceeding in defense of which he shall not have been
successful on the merits or otherwise: 

     (a)  If it shall ultimately be determined as provided in Section 5.04
that he is not entitled to be indemnified by the Corporation as provided
under Section 5.01; or 

     (b)  If, in respect of any claim, issue or other matter asserted by or
in the right of the Corporation in such action or suit, he shall have been
adjudged to be liable for gross negligence or intentional misconduct in the
performance of his duty to the Corporation, unless and only to the extent
that the Court of Chancery of the State of Delaware or the court in which
such action or suit was brought shall determine upon application that,
despite such adjudication of liability, and in view of all the circumstances,
he is fairly and reasonably entitled to all or part of such indemnification. 

     Section 5.06  Article V Not Exclusive.  The indemnification provided by
this Article V shall not be deemed exclusive of any other rights to which any
person seeking indemnification may be entitled under the Certificate of
Incorporation or any Bylaw, agreement, vote of stockholders or disinterested
Directors, or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as
to a person who has ceased to be an officer or Director of the Corporation
and shall inure to the benefit of the heirs, executors, and administrators of
such a person. 

     Section 5.07  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 Directors, trustee, officer, employee, or agent of another
corporation (domestic or foreign, nonprofit or for profit), 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 obligation or
the power to indemnify him against such liability under the provisions of
this Article V. 

     Section 5.08  Certain Definitions.  For purposes of this Article V, and
as examples and not by way of limitation: 

     (a)  A person claiming indemnification under this Article V shall be
deemed to have been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Section 5.01, or in defense of any
claim, issue or the matter therein, if such action, suit or proceeding shall
be terminated as to such person, with or without prejudice, without the entry
of a judgment or order against him, without a conviction of him, without the
imposition of a fine upon him and without his payment or agreement to pay any
amount in settlement thereof (whether or not any such termination is based
upon a judicial or other determination of the lack of merit of the claims
made against him or otherwise results in his vindication); and  

     (b)  References to an "other enterprise" shall include employee benefit
plans; references to a "fine" shall include any excise taxes assessed on a
person with respect to an employee benefit plan; and references to "serving
at the request of the Corporation" shall include any service as a Director,
officer, employee or agent of the Corporation which imposes duties on, or
involves services by, such Director, officer, employee or agent with respect
to an employee benefit plan, its participants or beneficiaries; and a person
who acted in good faith and in a manner he reasonably believed to be in the
best interests of the participants and beneficiaries of an employee benefit
plan shall be deemed to have acted in a manner "not opposed to the best
interests of the Corporation" within the meaning of that term as used in this
Article V. 

     Section 5.09  Venue.  Any action, suit or proceeding to determine a
claim for indemnification under this Article V may be maintained by the
person claiming such indemnification, or by the Corporation, in the Court of
Chancery of the State of Delaware.  The Corporation and (by claiming such
indemnification) each such person consent to the exercise of jurisdiction
over its or his person by the Court of Chancery of the State of Delaware in
any such action, suit or proceeding. 

     Section 5.10  Contractual Nature.  The foregoing provisions of this
Article V shall be deemed to be a contract between the Corporation and each
Director and officer who serves in such capacity at any time while this
Section 5.10 is in effect, and any repeal or modification thereof shall not
affect any rights or obligations then existing with respect to any state of
facts then or theretofore existing or any action, suit or proceeding there-
tofore or thereafter brought based in whole or in part upon any such state of
facts. 


                                    ARTICLE VI

                            SHARES AND THEIR TRANSFER


     Section 6.01  Certificate for Shares.  Every owner of one or more shares
in this Corporation shall be entitled to a certificate, which shall be in
such form as the Board of Directors shall prescribe, certifying the number
and class of shares in the Corporation owned by such person.  When such
certificate is countersigned by an incorporated transfer agent or registrar,
the signature of any of said officers may be facsimile, engraved, stamped or
printed.  The certificates for the respective classes of such shares shall be
numbered in the order in which they shall be issued and shall be signed in
the name of the Corporation by the Chairman of the Board, the Chief Executive
Officer, the President and Chief Operating Officer, or a Vice President and
by the Secretary or the Treasurer.  A record shall be kept of the name of the
person, firm, or corporation owning the shares represented by each such
certificate and the number of shares represented thereby, the date thereof
and in case of cancellation, the date of cancellation.  Every certificate
surrendered to the Corporation for exchange or transfer shall be canceled and
no new certificate or certificates shall be issued in exchange for any
existing certificates until such certificates shall have been so canceled. 
In case any officer who has signed, or whose facsimile signature has been
placed upon a certificate, shall have ceased to be such officer before such
certificate is issued, such certificate may be issued by the Corporation with
the same effect as if such person were such officer at the date of issue. 

     Section 6.02  Lost, Destroyed or Mutilated Certificates.  If any
certificates for shares in this Corporation become worn, defaced, or
mutilated but are still substantially intact and recognizable, the Directors,
upon production and surrender thereof, shall order the same canceled and
shall issue a new certificate in lieu of same.  The holder of any shares in
the Corporation shall immediately notify the Corporation if a certificate
therefor shall be lost, destroyed, or mutilated beyond recognition, and the
Corporation may issue a new certificate in the place of any certificate
theretofore issued by it which is alleged to have been lost or destroyed or
mutilated beyond recognition.  Unless otherwise provided by the Board of
Directors or an officer of the Corporation, the owner of the certificate
which has been lost, destroyed, or mutilated beyond recognition, or his legal
representative, shall give the Corporation a bond in such sum and with such
surety or sureties as may be required to adequately indemnify the Corporation
against any claim that may be made against it on account of the alleged loss,
destruction, or mutilation of any such certificate.  The Board of Directors
may, however, in its discretion, refuse to issue any such new certificate
pending the resolution of any legal proceedings involving such certificate or
the loss, destruction or mutilation thereof. 

     Section 6.03  Transfers of Shares.  Transfers of shares in the
Corporation shall be made only on the books of the Corporation by the
registered holder thereof, his or its legal guardian, executor, or
administrator, or by his or its attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the Corporation or
with a transfer agent appointed by the Board of Directors, and on surrender
of the certificate or certificates for such shares properly endorsed or
accompanied by properly executed stock powers (and any requested signature
guarantees) and evidence of the payment of all taxes imposed upon such
transfer.  The person in whose name shares stand on the books of the
Corporation shall, to the full extent permitted by law, be deemed the owner
thereof for all purposes as regards the Corporation, and the Corporation
shall not be bound to recognize any equitable or other claim or interest in
such shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as expressly provided by statute. 

     Section 6.04  Stock Ledgers.  The stock ledgers of the Corporation
containing the names and addresses of the stockholders and the number of
shares held by them respectively shall be maintained at the principal offices
of the Corporation, or, if there be a transfer agent, at the office of such
transfer agent as the Board of Directors shall determine. 

     Section 6.05  Regulations.  The Board of Directors may make such rules
and regulations as it may deem expedient and not inconsistent with these
Bylaws concerning the issue, transfer, and registration of certificates for
shares in the Corporation.  It may appoint one or more transfer agents or one
or more registrars, or both, and may require all certificates for shares to
bear the signature of either or both. 


                                   ARTICLE VII

                                     FINANCES


     Section 7.01  Dividends.  Subject to any statutory provisions, dividends
upon the capital stock of the Corporation may be declared by the Board of
Directors, payable on such dates as the Board of Directors may designate. 

     Section 7.02  Reserves.  Before the payment of any dividend, there may
be set aside out of the funds of the Corporation available for dividends,
such sum or sums as the Board of Directors may from time to time in its
absolute discretion deem proper as a reserve to meet contingencies or for
equalizing dividends, or for repairing or maintaining any property of the
Corporation, or for such other purpose as the Board shall deem conducive to
the interests of the Corporation.  The Board of Directors may modify or
abolish any such reserve in the manner in which it was created. 

     Section 7.03  Bills, Notes, etc.  All checks or demands for money and
notes or other instruments evidencing indebtedness or obligations of the
Corporation shall be made in the name of the Corporation and shall be signed
by such officer or officers or such other person or persons as the Board of
Directors may from time to time designate. 


                                   ARTICLE VIII

                                    DIVISIONS


     Section 8.01  Creation of Divisions.  The Board of Directors may from
time to time create Divisions of the Corporation as operational units of the
Corporation, and may set apart to such Divisions such aspects or portions of
the business, affairs and properties of the Corporation as the Board of
Directors may from time to time determine. 

     Section 8.02  Division Officers.  The Board of Directors of the
Corporation may appoint as officers of a Division a President, one or more
Vice Presidents, a Secretary, a Treasurer and any other officers, all of whom
shall serve at the pleasure of the Board of Directors.  The same person may
hold two or more offices of a Division, and any person holding an office of a
Division may also be elected an officer of the Corporation.  The officers and
all other persons who shall serve a Division in the capacities set forth in
this Article are hereby appointed agents of the Corporation with the powers
and duties herein set forth; provided, however, that the authority of said
agents shall be limited to matters related to the properties, business and
affairs of the Division and shall not extend to any other portion of the
properties, business and affairs of the Corporation.  The Board of Directors
may from time to time authorize the Chief Executive Officer or the President
and Chief Operating Officer of the Corporation to appoint and remove all such
Divisional officers and agents and to prescribe their respective powers and
duties. 

     Section 8.03  Division President.  The President of a Division shall be
the Chief Executive Officer of the Division and shall have the responsibility
for the general management of the affairs of the Division, subject to the
direction of the Board of Directors and the President and Chief Operating
Officer of the Corporation.  He shall see that all orders, instructions,
policies and resolutions of the Board of Directors, the Chief Executive
Officer and the President and Chief Operating Officer of the Corporation
relating to the business and affairs of the Division are carried into effect.


     Section 8.04  Division Secretary.  The Division Secretary shall have the
custody of such books and papers, shall maintain such records and shall have
such other powers and duties as may from time to time be properly prescribed
by the Board of Directors, the Chief Executive Officer and the President and
Chief Operating Officer of the Corporation and by the Division President. 

     Section 8.05  Division Treasurer.  Subject to the direction of the
Treasurer of the Corporation and the Division President, the Division
Treasurer shall have custody of the funds and securities of the Division,
shall keep full and accurate accounts of receipts and disbursements in books
belonging to the Division, shall deposit all monies and other valuable
effects in the name and to the credit of the Division in such depositories as
may be designated by the Board of Directors and shall have such other powers
and duties as may from time to time be properly prescribed by the Board of
Directors, the Chief Executive Officer, the President and Chief Operating
Officer of the Corporation and by the Division President. 


                                    ARTICLE IX

                                       SEAL


     Section 9.01  Seal.  The Board of Directors may provide a corporate
seal, which shall be circular and contain the name of the Corporation
engraved around the margin and the words "corporate seal," the year of its
organization, and the word "Delaware." 


                                    ARTICLE X

                                    AMENDMENTS


     Section 10.01  Power to Amend.  These Bylaws may be adopted, altered,
amended or repealed by the affirmative vote of the holders of at least 80% of
the issued and outstanding shares of this Corporation's Common Stock.  The
Board of Directors shall also have the power to adopt, alter, amend or repeal
these Bylaws by a majority vote of the entire Board of Directors at any meet-
ing thereof, subject to the right of the holders of this Corporation's Class
A Common Stock to adopt, alter, amend or repeal these Bylaws as aforesaid.

