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At any such adjourned meeting at which a quorum shall be present, any business
may be transacted which might have been transacted at the meeting as originally
called.

          SECTION 8.   Voting at Meetings.   Any holder of shares of capital
stock of the Corporation entitled to vote shall be entitled to one vote for each
such share, either in person or by proxy executed in writing by him or by his
duly authorized attorney in fact.  No proxy shall be valid after eleven months
from the date of its execution unless otherwise provided in the proxy.  Each
proxy shall be revocable unless expressly provided therein to be irrevocable and
unless it is coupled with an interest sufficient in law to support an
irrevocable power.  Stockholders of the Corporation shall not have cumulative
voting rights in the election of directors.


                                  ARTICLE III

                               Board of Directors
                               ------------------

          SECTION 1.   General Powers.   The property, business and affairs of
the Corporation shall be managed by the Board of Directors which may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by statute or by the Certificate of Incorporation or by these By-laws
directed or required to be exercised or done by the stockholders.

          SECTION 2.   Number and Term of Office.   The number of directors
constituting the whole Board of Directors shall be seven (7).  Effective with
the Corporation's 1995 annual meeting of stockholders, the number of directors
constituting the Board of Directors shall be six (6).  Directors need not be
stockholders.  Each director shall hold office for the full term of office to
which he shall have been elected and until his successor shall have been duly
elected and shall qualify, or until his earlier death, resignation or removal.

          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

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