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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 successor shall be duly elected and shall
qualify, or until his earlier death, resignation or removal.

          SECTION 9.   Committees.   The Board of Directors may, by resolution
passed by a majority of the whole Board, designate one or more committees, each
committee to consist of two or more of the directors of the Corporation.  The
Board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee.  Any such committee, to the extent provided by the Board, shall have
and may exercise the powers 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; provided, however,
that in the absence or disqualification of any member of such committee or
committees, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.  Such committee
or committee shall have such name or names as may be determined from time to
time by resolution adopted by the Board of Directors.  Each committee shall keep
regular minutes of its meetings

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