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          SECTION 3.    Place of Meetings.  The Board of Directors may hold its
meetings, have one or more offices, and keep the books and records of the
Corporation, at such place or places within or without the State of Delaware, as
the Board may from time to time determine.


          SECTION 4.    First Meeting.   After each annual election of Directors
and on the same day or as soon thereafter as convenient, the Board of Directors
shall meet for the purpose of organization, the election of officers and the
transaction of other business at the place where such annual election is held.
Notice of such meeting need not be given.  Such meeting may be held at any other
time or place as shall be specified in a notice given as hereinafter provided
for special meetings of the Board of Directors or in a consent and waiver of
notice thereof signed by all the directors.

          SECTION 5.    Regular Meetings.   Regular meetings of the Board of
Directors may be held without notice at such time and place as shall from time
to time be determined by the Board.

          SECTION 6.    Special Meetings.   Special meetings of the Board of
Directors may be held at any time upon the call of the Chairman of the Board and
Chief Executive Officer, the Secretary or any two directors of the Corporation.
Notice shall be given,  either personally or by mail or telegram at least
twenty-four hours before the meeting.  Notice of the time, place and purpose of
such meeting may be waived in writing before or after such meeting, and shall be
equivalent to the giving of notice.  Attendance of a director at such meeting
shall also constitute a waiver of notice thereof,  except where he attends for
the announced purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

          SECTION 7.    Quorum.   A majority of the directors at the time in
office present at any regular or special meeting of the Board of Directors shall
constitute a quorum for the transaction of business; except that in no case
shall a quorum be less than one-third of the total number of directors
authorized; and, except as otherwise required by statute, by the Certificate of
Incorporation or by these By-laws, the act of a majority of the directors
present at any such meeting at which a quorum is present shall be the act of the
Board.   In the absence of a quorum, a majority of the directors present may
adjourn the meeting from time to time until a quorum shall be present.  Notice
of any adjourned meeting need not be given.

          SECTION 8.    Vacancies and Newly Created Directorships. Any vacancy
that shall occur in the Board of Directors by reason of death,  resignation,
disqualification or removal or any other cause whatever, and newly created
directorships resulting from any increase in the authorized number of directors,
may be filled by a majority of the  remaining  directors  (though  less  than  a
quorum)  or  by  the stockholders of the Corporation at the next annual meeting
or any special meeting called for the purpose,  and,  except as otherwise
provided by the Certificate of Incorporation with respect to newly created
directorships filled by the Board of Directors, each director so chosen shall
hold office until the annual meeting at which the term of the class to which he
shall have been elected expires and until his

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