U5S/A

   1
                                    CONECTIV








                               AMENDMENT NO. 1 TO
                                    FORM U5S



                                  ANNUAL REPORT
                                       TO
                       SECURITIES AND EXCHANGE COMMISSION










                                FOR THE YEAR 1998
   2
The 1998 Form U5S is hereby amended as follows:


Exhibits

B        Corporate Organization Documents and Bylaws
   3
                                    SIGNATURE

         Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the Registrant has duly caused this Amendment No. 1 to the annual
report to be signed on its behalf by the undersigned, thereunto duly authorized.



                                          Conectiv

                                       /S/ James P. Lavin
                                       ------------------
                                           James P. Lavin
                                            Controller


Date:  April 4, 2000
   4
                                    Exhibit B



   CONECTIV
   --------
                                 
   1.1                              Restated Certificate of Incorporation filed
                                    March 2, 1998 in the office of the Delaware
                                    Secretary of State (filed with Conectiv's
                                    Current Report on Form 8-K dated March 6,
                                    1998)

   1.2                              Bylaws (filed with Conectiv's Current Report
                                    on Form 8-K dated March 6, 1998)

   DELMARVA POWER & LIGHT
   COMPANY

   2.1                              Restated Certificate filed April 9, 1990
                                    with the office of the Delaware Secretary of
                                    State (filed with Registration Statement No.
                                    33-50453)

   2.2                              Certificate of Designation filed July 29,
                                    1992 with the office of the Delaware
                                    Secretary of State (filed with Registration
                                    Statement No. 33-50453)

   2.3                              Certificate of Designation filed October 29,
                                    1993 with the office of the Delaware
                                    Secretary of State (filed with Registration
                                    Statement No. 33-53855)

   2.4                              Certificate of Amendment filed June 7, 1996
                                    with the office of the Delaware Secretary of
                                    State (filed with Registration Statement No.
                                    333-07281)

   2.5                              Certificate of Amendment filed March 2, 1998
                                    with the office of the Delaware Secretary of
                                    State (filed with Delmarva Power & Light's
                                    Current Report on Form 8-K dated March 4,
                                    1998)

   2.6                              Certificate of Merger of DS Sub, Inc., a
                                    Delaware Corporation, with and into Delmarva
                                    Power & Light Co., filed with the Delaware
                                    Secretary of State, effective as of March 1,
                                    1998 (filed with Delmarva Power & Light's
                                    Current Report on Form 8-K dated March 4,
                                    1998)

   2.7                              Bylaws (filed with Delmarva Power & Light's
                                    Current Report on Form 8-K dated March 4,
                                    1998)

   ATLANTIC CITY ELECTRIC
   COMPANY

   3.1                              Agreement of Merger Between Atlantic City
                                    Electric Company and South Jersey Power &
                                    Light Company filed June 30, 1949 and
                                    Amendments through May 3, 1991 (filed with
                                    Atlantic City Electric Company's Reports on
                                    Form 10-Q for the quarters ended June 30,
                                    1982, March 31, 1985, March 31, 1987 and
                                    September 30, 1991, with Atlantic City
                                    Electric Company's Form 8-K dated October
                                    12, 1988 and with Atlantic City Electric
                                    Company's Form 10-K for the fiscal year
                                    ended December 31, 1990)

   3.2                              Bylaws as amended April 24, 1989, inclusive
                                    (filed with Atlantic City Electric Company's
                                    Form 10-Q for the quarter ended September
                                    30, 1989)

   CONECTIV RESOURCE PARTNERS,
   INC.

   4.1*                             Certificate of Incorporation filed January
                                    16, 1998 with the office of the Delaware
                                    Secretary of State

   4.2*                             Bylaws

   DELMARVA SERVICES COMPANY

   5.1*                             Certificate of Incorporation of Delmarva
                                    Services Company filed October 31, 1986 in
                                    the office of the Delaware Secretary of
                                    State

   5.2*                             Bylaws

   CONECTIV COMMUNICATIONS,
   INC.
   (f/k/a Delmarva
   Telecommunications, Inc.)

   6.1*                             Certificate of Incorporation of Delmarva
                                    Telecommunications, Inc. filed October 21,
                                    1996 in the office of the Delaware Secretary
                                    of State

   6.2*                             Certificate of Amendment of Certificate of
                                    Incorporation of Delmarva
                                    Telecommunications, Inc. changing the name
                                    to Conectiv Communications, Inc. filed
                                    February 26, 1997 in the office of the
                                    Delaware Secretary of State

   6.3*                             Bylaws

   CONECTIV ENERGY, INC.

   7.1*                             Certificate of Incorporation of Conectiv
                                    Energy, Inc. filed February 18, 1998 in the
                                    office of the Delaware Secretary of State


*Filed herewith
   5


                                 
   CONECTIV SERVICES, INC.
   (f/k/a Service Confidence,
   Inc.)

   8.1*                             Certificate of Incorporation filed June 26,
                                    1996 in the office of the Delaware Secretary
                                    of State

   8.2*                             Certificate of Merger of Delcard Associates,
                                    Inc., a Delaware Corporation, into Service
                                    Confidence, Inc. filed October 16, 1996 in
                                    the office of the Delaware Secretary of
                                    State

   8.3*                             Certificate of Amendment of Certificate of
                                    Incorporation of Service Confidence, Inc.
                                    changing the name to Conectiv Services, Inc.
                                    filed March 6, 1997 in the office of the
                                    Delaware Secretary of State

   8.4*                             Bylaws

   CONECTIV PLUMBING, L.L.C.

   9.1*                             Certificate of Formation of Conectiv
                                    Plumbing, L.L.C. filed January 15, 1998 in
                                    the office of the Delaware Secretary of
                                    State

   9.2                              Operating Agreement of Conectiv Plumbing,
                                    L.L.C. (CONFIDENTIAL TREATMENT REQUESTED)

   CONECTIV ENERGY SUPPLY, INC.
   (f/k/a Delmarva Energy
   Company)

   10.1*                            Certificate of Incorporation of Delmarva
                                    Energy Company filed July 3, 1975 in the
                                    office of the Delaware Secretary of State

   10.2*                            Certificate of Amendment of Certificate of
                                    Incorporation of Delmarva Energy Company
                                    adding Article 12th filed August 19, 1987 in
                                    the office of the Delaware Secretary of
                                    State

   10.3*                            Certificate of Amendment of Certificate of
                                    Incorporation of Delmarva Energy Company
                                    changing the name to Conectiv Energy Supply,
                                    Inc. filed April 9, 1998 in the office of
                                    the Delaware Secretary of State

   10.4*                            Bylaws

   DELMARVA CAPITAL INVESTMENTS,
   INC.

   11.1*                            Certificate of Incorporation filed February
                                    27, 1985 in the office of the Delaware
                                    Secretary of State

   11.2*                            Certificate of Amendment of Certificate of
                                    Incorporation amending Article 8th filed
                                    August 19, 1987 in the office of the
                                    Delaware Secretary of State

   11.3*                            Bylaws

   DCI I, INC.

   12.1*                            Certificate of Incorporation filed February
                                    27, 1985 in the office of the Delaware
                                    Secretary of State

   12.2*                            Certificate of Amendment of Certificate of
                                    Incorporation amending Article 8th filed
                                    August 19, 1987 in the office of the
                                    Delaware Secretary of State

   12.3*                            Bylaws

   DCI II, INC.

   13.1*                            Articles of Incorporation of DCI II, Inc.
                                    filed November 15, 1985 in the office of the
                                    Lieutenant Governor of the Virgin Islands of
                                    the U.S.

   13.2*                            Bylaws

   DCTC-BURNEY, INC.
   (f/k/a DCTC-Redding, Inc.)

   14.1*                            Certificate of Incorporation filed June 26,
                                    1987 in the office of the Delaware Secretary
                                    of State

   14.2*                            Bylaws

   CONECTIV OPERATING SERVICES
   COMPANY (f/k/a Delmarva
   Operating Services Company)

   15.1*                            Certificate of Incorporation filed May 8,
                                    1987 in the office of the Delaware Secretary
                                    of State

   15.2*                            Certificate of Ownership and Merger of
                                    DelCal Operating Company with and into
                                    Delmarva Operating Services Company filed
                                    January 9, 1998 in the office of the
                                    Delaware Secretary of State

   15.3*                            Certificate of Amendment of Certificate of
                                    Incorporation of Delmarva Operating Services
                                    Company changing name to Conectiv Operating
                                    Services Company filed December 9, 1998 in
                                    the office of the Delaware Secretary of
                                    State

   15.4*                            Bylaws

   CONECTIV SOLUTIONS LLC

   16.1*                            Certificate of Formation of Conectiv
                                    Solutions LLC filed October 20, 1997 in the
                                    office of the Delaware Secretary of State

   16.2                             Limited Liability Company Agreement for
                                    Conectiv Solutions LLC dated October 17,
                                    1997 (CONFIDENTIAL TREATMENT REQUESTED)


* Filed herewith
   6


                                 
   ENERVAL, L.L.C. (f/k/a
   Atlantic CNRG Services,
   L.L.C.)

   17.1*                            Certificate of Formation of Atlantic CNRG
                                    Services, L.L.C. filed March 17, 1995 in the
                                    office of the Delaware Secretary of State

   17.2*                            Certificate of Amendment of Atlantic CNRG
                                    Services, L.L.C. changing the name to
                                    Enerval, L.L.C. filed April 15, 1996 in the
                                    office of the Delaware Secretary of State

   17.3                             Operating Agreement of Atlantic CNRG
                                    Services, L.L.C. dated March 17, 1995
                                    (CONFIDENTIAL TREATMENT REQUESTED)

   17.4                             First Amendment to Operating Agreement of
                                    Operating Agreement of Atlantic CNRG
                                    Services, L.L.C. dated April, 1996
                                    (CONFIDENTIAL TREATMENT REQUESTED)

   17.5                             Second Amendment to Operating Agreement of
                                    Enerval, L.L.C. dated June 17, 1998
                                    (CONFIDENTIAL TREATMENT REQUESTED)

   ATLANTIC SOUTHERN PROPERTIES,
   INC. (f/k/a Atlantic Housing,
   Inc.)

   18.1*                            Certificate of Incorporation filed June 24,
                                    1970 in the office of the New Jersey
                                    Secretary of State

   18.2*                            Certificate of Amendment to Certificate of
                                    Incorporation of Atlantic Housing, Inc.
                                    changing the name to Atlantic Southern
                                    Properties, Inc. filed January 4, 1989 in
                                    the office of the New Jersey Secretary of
                                    State

   18.3*                            Bylaws

   ATE INVESTMENT, INC.

   19.1*                            Certificate of Incorporation of ATE
                                    Investment, Inc. filed October 9, 1986 in
                                    the office of the New Jersey Secretary of
                                    State

   19.2*                            Bylaws

   CONECTIV THERMAL SYSTEMS,
   INC. (f/k/a Atlantic Thermal
   Systems, Inc.)

   20.1*                            Certificate of Incorporation of Atlantic
                                    Thermal Systems, Inc. filed May 5, 1994 in
                                    the office of the Delaware Secretary of
                                    State

   20.2*                            Certificate of Amendment of Certificate of
                                    Incorporation changing the name to Conectiv
                                    Thermal Systems, Inc. filed March 2, 1998 in
                                    the office of the Delaware Secretary of
                                    State

   20.3*                            Bylaws

   ATS OPERATING SERVICES, INC.

   21.1*                            Certificate of Incorporation of ATS
                                    Operating Services, Inc. filed March 31,
                                    1995 in the office of the Delaware Secretary
                                    of State

   21.2*                            Certificate for Renewal and Revival of
                                    Certificate of Incorporation filed December
                                    10, 1998 in the office of the Delaware
                                    Secretary of State

   21.3*                            Bylaws

   ATLANTIC JERSEY THERMAL
   SYSTEMS, INC.

   22.1*                            Certificate of Incorporation of Atlantic
                                    Jersey Thermal Systems, Inc. filed May 20,
                                    1994 in the office of the Delaware Secretary
                                    of State

   22.2*                            Bylaws

   ATLANTIC-PACIFIC GLENDALE,
   L.L.C.

   23.1*                            Certificate of Limited Liability Company
                                    filed August 22, 1997 with the office of the
                                    Delaware Secretary of State

   23.2                             Operating Agreement (CONFIDENTIAL TREATMENT
                                    REQUESTED)

   ATLANTIC-PACIFIC LAS VEGAS,
   L.L.C.

   24.1*                            Certificate of Limited Liability Company
                                    filed October 29, 1997 with the office of
                                    the Delaware Secretary of State

   24.2*                            Certificate of Amendment filed November 5,
                                    1997 with the office of the Delaware
                                    Secretary of State

   24.3                             Operating Agreement (CONFIDENTIAL TREATMENT
                                    REQUESTED)


* Filed herewith
   7


                                 
   ATLANTIC GENERATION, INC.

   25.1*                            Certificate of Incorporation Atlantic
                                    Generation, Inc. filed October 9, 1986 in
                                    the office of the New Jersey Secretary of
                                    State

   25.2*                            Bylaws

   BINGHAMTON GENERAL, INC.

   26.1*                            Certificate of Incorporation of Binghamton
                                    General, Inc. filed May 3, 1990 in the
                                    office of the Delaware Secretary of State

   26.2*                            Bylaws

   BINGHAMTON LIMITED, INC.

   27.1*                            Certificate of Incorporation of Binghamton
                                    Limited, Inc. filed May 2, 1990 in the
                                    office of the Delaware Secretary of State

   27.2*                            Bylaws

   VINELAND GENERAL, INC.

   28.1*                            Certificate of Incorporation of Vineland
                                    General, Inc. filed August 28, 1990 in the
                                    office of the Delaware Secretary of State

   28.2*                            Bylaws

   VINELAND LTD., INC.

   29.1*                            Certificate of Incorporation of Vineland
                                    Ltd., Inc. filed August 28, 1990 in the
                                    office of the Delaware Secretary of State

   29.2*                            Bylaws

   PEDRICK GEN., INC.

   30.1*                            Certificate of Incorporation of Pedrick
                                    Gen., Inc. filed July 28, 1989 in the office
                                    of the New Jersey Secretary of State

   30.2*                            Bylaws


* Filed herewith

EX-4.1

   1
                           Conectiv Resource Partners,
                                      Inc.

                                       4.1

                          Certificate of Incorporation
                             Filed January 16, 1998
   2
                          CERTIFICATE OF INCORPORATION
                                       OF
                        CONECTIV RESOURCE PARTNERS, INC.

         FIRST: The name of the Corporation is Conectiv Resource Partners, Inc.

         SECOND: The registered office of Conectiv Resources Partners, Inc. in
the State of Delaware is located at 800 King Street, Wilmington, County of New
Castle, 19801, and its registered agent shall be the Corporation itself.

         THIRD: The purpose of the Corporation and the nature and objects of the
business to be transacted, promoted, conducted or carried out are:

                           To engage in any lawful act or activity for which
                           corporations may be organized under the General
                           Corporation Law of the State of
                           Delaware.

         FOURTH: The total number of shares of stock that the Corporation shall
be authorized to issue is One Thousand (1,000) shares of Common Stock having a
par value of One Dollar ($1.00) per share.

         FIFTH: The name and mailing address of the Incorporator of the
Corporation is:



                           Name                               Address
                           ----                               -------
                                                           
                           Diana C. DeAngelis                 P. O. Box 6066
                                                              Newark, DE 19714-6066


         SIXTH: The names and mailing addresses of the directors who shall serve
until the first annual meeting of stockholders or until their successors are
elected and qualify are:



                           Name                               Address
                           ----                               -------
                                                           
                           Howard E. Cosgrove                 P.O. Box 231
                                                              Wilmington, DE 19899

                           Barry R. Elson                     P.O. Box 231
                                                              Wihnington, DE 19899

   3


                                                           
                           Barbara S. Graham                  P.O. Box 231
                                                              Wilmington, DE 19899

                           Meredith I. Harlacher              P.O. Box 231
                                                              Wilmington, DE 19899

                           Thomas S. Shaw                     P.O. Box 231
                                                              Wilmington, DE 19899


         SEVENTH: The Board of Directors may make, add to, delete from, alter
and repeal any By-law of the Corporation.

         EIGHTH: No director of the Corporation shall be personally liable to
the Corporation for monetary damages for breach of fiduciary duty by such
director; provided, however, that this Article EIGHTH shall not eliminate or
limit the liability of a director to the extent provided by law (i) for any
breach of the directors duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the General
Corporation Law of the State of Delaware, or (iv) for any transaction from which
the director derived an improper personal benefit. The Corporation shall
indemnify its directors, officers, employees and agents against expenses,
judgment, fines and amounts paid in settlement actually and reasonably incurred
by them by reason of their serving in such capacity to the fullest extent
permitted by the Delaware General Corporation Law.

         I, the undersigned, being the Incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this Certificate of Incorporation, hereby declaring
and certifying that this is my act and deed and that the facts herein stated are
true and accordingly have hereunto set my hand and seal this 16th day of
January, 1998.

                                       ----------------------------------------
                                       Diana C. DeAngelis

EX-4.2

   1
                           Conectiv Resource Partners,
                                      Inc.

                                       4.2

                                     Bylaws
   2
                                     BYLAWS
                                       OF
                        CONECTIV RESOURCE PARTNERS, INC.



1.                OFFICES.

                  1.1 Offices. In addition to its registered office in the State
of Delaware, the Corporation shall have a corporate office in Wilmington,
Delaware, and such other offices, either within or without the State of
Delaware, at such locations as the Board of Directors may from time to time
determine or the business of the Corporation may require.

2.                SEAL.

                  2.1 Seal. The Corporation shall have a seal, which shall have
inscribed thereon its name and year of incorporation and the words, "Corporate
Seal Delaware."

3.                MEETINGS OF STOCKHOLDERS.

                  3.1 Annual Meetings. The annual meeting of stockholders of the
Corporation shall be held on such date, at such time and at such place within or
without the State of Delaware as shall be determined by the Board of Directors
from time to time.

                  3.2 Special Meetings. Special meetings of the stockholders of
the Corporation shall be held on such date, at such time and at such place
within or without the State of Delaware as may be designated by the Chairman of
the Board or by the Board of Directors.

                  3.3 Notice of Meetings. (a) Notices of meetings of
stockholders shall be in writing and shall state the place, date, and hour of
the meeting, and, in the case of a special meeting, the purpose or purposes for
which a meeting is called. No business other than that specified in the notice
thereof shall be transacted at any special meeting.

                           (b) Such notice shall either be delivered personally
or mailed, postage prepaid, to each stockholder entitled to vote at such meeting
not less than 10 nor more than 60 days before the date of the meeting. If
mailed, the notice shall be directed to the stockholder at his or her address as
it appears on the records of the Corporation. Personal delivery of any such
notice to any officer of a corporation or association or to any member of a
partnership shall constitute delivery of such notice to such corporation,
association, or partnership.
   3
                           (c) Notice of any meeting of stockholders need not be
given to any stockholder if waived by such stockholder in writing, whether
before or after such meeting is held, or if such stockholder shall sign the
minutes or attend the meeting, except that if such stockholder 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, such stockholder shall not be deemed to have waived notice of such
meeting.

                  3.4 Adjourned Meetings. When a meeting is adjourned to another
time or place, unless otherwise provided by these Bylaws, notice need not be
given of the adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken. At the adjourned meeting the
stockholders may transact any business that might have been transacted at the
original meeting. If an adjournment is for more than 30 days, or if after an
adjournment, a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder entitled to vote at the
meeting.

                  3.5 Quorum and Adjournment. Except as otherwise provided by
law, by the Certificate of Incorporation of the Corporation, or by these Bylaws,
the presence, in person or by proxy, of the holders of a majority of the
aggregate voting power of the stock issued and outstanding, entitled to vote
thereat, shall constitute a quorum for the transaction of business at all
meetings of stockholders. If such majority shall not be present or represented
at any meeting of stockholders, the stockholders present, although less than a
quorum, shall have the power to adjourn the meeting.

                  3.6 Vote Required. Except as otherwise provided by law or by
the Certificate of Incorporation:

                           (a) Directors shall be elected by a plurality of the
votes present in person or represented by proxy at a meeting of stockholders and
entitled to vote in the election of directors, and

                           (b) whenever any corporate action other than the
election of Directors is to be taken, it shall be authorized by a majority in
voting power of the shares present in person or by proxy at a meeting of
stockholders and entitled to vote on the subject matter.

                  3.7 Manner of Voting. At each meeting of stockholders, each
stockholder having the right to vote shall be entitled to vote in person or by
proxy. Proxies need not be filed with the Secretary of the Corporation until the
meeting is called to order, but shall be filed before being voted. Each
stockholder shall be entitled to vote each share of stock having voting power
registered in his or her name on the books of the Corporation on the record date
fixed for determination of stockholders entitled to vote at such meeting.

                  3.8 Stockholder Action Without a Meeting. Except as otherwise
provided by law or by the Certificate of Incorporation, any action required to
be taken at any meeting of
   4
stockholders of the corporation, or any action that may be taken at any annual
or special meeting of such stockholders, may be taken without a meeting,
without prior notice, and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing and who, if the action had been
taken at a meeting, would have been entitled to notice of the meeting if the
record date for such meeting had been the date that written consents signed by a
sufficient number of the holders to take the action were delivered to the
Corporation.

                  3.9 Proxies. (a) At any meeting of stockholders, any
stockholder may be represented and vote by proxy or proxies appointed by a
written form of proxy. In the event that any form of proxy shall designate two
or more persons to act as proxies, a majority of such persons present at the
meeting or, if only one shall be present, then that one shall have and may
exercise all of the powers conferred by the form of proxy upon all of the
persons so designated unless the form of proxy shall otherwise provide.

                           (b) The Board of Directors may, in advance of any
annual or special meeting of the stockholders, prescribe additional regulations
concerning the manner of execution and filing of proxies and the validation of
the same, which are intended to be voted at any such meeting.

                  3.10 Presiding Officer and Secretary. The Chairman of the
Board shall act as chairman of all meetings of the stockholders. In the absence
of the Chairman of the Board, the Vice Chairman of the Board or, in his or her
absence, the Chief Executive Officer or, in his or her absence, the President
or, in his or her absence, any Vice President designated by the Board of
Directors shall act as chairman of the meeting.

                  The Secretary of the Corporation shall act as secretary of all
meetings of the stockholders, but, in the absence of the Secretary, the
Assistant Secretary designated in accordance with Section 5.11(b) of these
Bylaws shall act as secretary of all meetings of the stockholders, but in the
absence of a designated Assistant Secretary, the chairman of the meeting may
appoint any person to act as secretary of the meeting.

                  3.11 Procedure. At each meeting of stockholders, the chairman
of the meeting shall fix and announce the date and time of the opening and the
closing of the polls for each matter upon which the stockholders will vote at
the meeting and shall determine the order of business and all other matters of
procedure. Except to the extent inconsistent with any such rules and regulations
as adopted by the Board of Directors, the chairman of the meeting may establish
rules, which need not be in writing, to maintain order and safety and for the
conduct of the meeting. Without limiting the foregoing, he or she may:
   5
                           (a) restrict attendance at any time to bona fide
stockholders of record and their proxies and other persons in attendance at the
invitation of the chairman;

                           (b) restrict dissemination of solicitation materials
and use of audio or visual recording devices at the meeting;

                           (c) adjourn the meeting without a vote of the
stockholders, whether or not there is a quorum present; and

                           (d) make rules governing speeches and debate,
including time limits and access to microphones.

The chairman of the meeting shall be entitled to act in his or her absolute
discretion and his or her rulings shall not be subject to appeal.

4.                DIRECTORS.

                  4.1 Powers. The Board of Directors shall exercise all of the
powers of the Corporation except such as are by law, or by the Certificate of
Incorporation of this Corporation or by these Bylaws conferred upon or reserved
to the stockholders of any class or classes.

                  4.2 Resignations. Any Director may resign at any time by
giving written notice to the Board of Directors or the Secretary. Such
resignation shall take effect at the date of receipt of such notice or at any
later time specified therein. Acceptance of such resignation shall not be
necessary to make it effective.

                  4.3 Presiding Officer and Secretary. The Chairman of the Board
shall act as chairman of all meetings of the Board of Directors. In the absence
of the Chairman of the Board, the Vice Chairman of the Board, or in his absence,
the Chief Executive Officer or other person designated by the Board of Directors
shall act as chairman of the meeting.

                  The Secretary of the Corporation shall act as secretary of all
meetings of the Board of Directors, but, in the absence of the Secretary, the
Assistant Secretary designated in accordance with Section 5.11(b) of these
Bylaws shall act as secretary of all meetings of the Board of Directors, but in
the absence of a designated Assistant Secretary, the chairman of the meeting may
appoint any person to act as secretary of the meeting.

                  4.4 Annual Meetings. The Board of Directors shall meet each
year immediately following the annual meeting of stockholders, at the place
where such meeting of stockholders has been held, or at such other place as
shall be fixed by the person presiding over the meeting of the stockholders, for
the purpose of election of officers and consideration of such other business as
the Board of Directors considers relevant to the management of the Corporation.
In the event that in any year Directors are elected by written consent in lieu
of
   6
an annual meeting of stockholders, the Board of Directors shall meet in such
year as soon as practicable after receipt of such written consent by the
Corporation at such time and place as shall be fixed by the Chairman of the
Board, for the purpose of election of officers and consideration of such other
business as the Board of Directors considers relevant to the management of the
Corporation.

                  4.5 Regular Meetings. Regular meetings of the Board of
Directors shall be held on such dates and at such times and places, within or
without the state of Delaware, as shall from time to time be determined by the
Board of Directors. In the absence of any such determination, such meetings
shall be held at such times and places, within or without the State of Delaware,
as shall be designated by the Chairman of the Board on not less than twelve
hours notice to each Director, given verbally or in writing, whether personally,
by telephone (including by message or recording device), by facsimile
transmission, by telegram, or by telex, or on not less than three (3) calendar
days' notice to each Director given by mail.

                  4.6 Special Meetings. Special meetings of the Board of
Directors shall be held at the call of the Chairman of the Board at such times
and places, within or without the State of Delaware, as he or she shall
designate, on not less than twelve hours notice to each Director, given verbally
or in writing, whether personally, by telephone (including by message or
recording device), by facsimile transmission, by telegram, or by telex, or on
not less than three (3) calendar days' notice to each Director given by mail.
Special meetings shall be called by the Secretary on like notice at the written
request of a majority of the Directors then in office.

                  4.7 Quorum and Powers of a Majority. At all meetings of the
Board of Directors and of each committee thereof, a majority of the members
shall be necessary and sufficient to constitute a quorum for the transaction of
business, and the act of a majority of the members present at any meeting at
which a quorum is present shall be the act of the Board of Directors or such
committee, unless by express provision of law, of the Certificate of
Incorporation, or of these Bylaws, a different vote is required, in which case
such express provision shall govern and control. In the absence of a quorum, a
majority of the members present at any meeting may, without notice other than
announcement at the meeting, adjourn such meeting from time to time until a
quorum is present.

                  4.8 Waiver of Notice. Notice of any meeting of the Board of
Directors, or any committee thereof, need not be given to any member if waived
by him or her in writing, whether before or after such meeting is held, or if he
or she shall sign the minutes or attend the meeting, except that if such
Director 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, then such Director shall not be deemed to have
waived notice of such meeting.

                  4.9 Manner of Acting. (a) Members of the Board of Directors,
or any committee thereof, may participate in any meeting of the Board of
Directors or such
   7
committee by means of conference telephone or similar communications equipment
by means of which all persons participating therein can hear each other, and
participation in a meeting by such means shall constitute presence in person at
such meeting.

                           (b) Any action required or permitted to be taken at
any meeting of the Board of Directors or any committee thereof may be taken
without a meeting if all members of the Board of Directors or such committee, as
the case may be, consent thereto in writing, and the writings are filed with the
minutes of proceedings of the Board of Directors or such committee.

                  4.10 Compensation. (a) The Board of Directors, by a resolution
or resolutions, may fix, and from time to time change, the compensation of
Directors.

                           (b) Each Director shall be entitled to reimbursement
from the Corporation for his or her reasonable expenses incurred with respect to
duties as a member of the Board of Directors or any committee thereof.

                           (c) Nothing contained in these Bylaws shall be
construed to preclude any Director from serving the Corporation in any other
capacity and from receiving compensation from the Corporation for service
rendered to it in such other capacity.

                  4.11 Committees. The Board of Directors (or any committee
thereof having the power and authority to do so) may designate one or more
committees, each committee to consist of one or more Directors, which to the
extent provided in said resolution or resolutions shall have and may exercise
the powers and authority of the Board of Directors in the management of the
business and affairs of the corporation; provided, however, that no such
committee shall have the power or authority in reference to the following
matters: (i) approving or adopting, or recommending to the stockholders, any
action or matter expressly required by the General Corporation Law of Delaware
(the "GCLD") to be submitted to stockholders for approval or (ii) adopting,
amending, or repealing any bylaw of the Corporation. The Board of Directors may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member of the committee. In the absence or
disqualification of a member of a committee, the member or members present at
any meeting of such committee and not disqualified from voting, whether or not
such member of members constitute a quorum, may unanimously appoint another
member of the board of directors to act at the meeting in place of such absent
or disqualified director.

                  4.12 Committee Procedure, Limitations of Committee Powers. (a)
Except as otherwise provided by these Bylaws, each committee shall adopt its own
rules governing the time, place and method of holding its meetings and the
conduct of its proceedings and shall meet as provided by such rules or by
resolution of the Board of Directors. Unless otherwise provided by these Bylaws
or any such rules or resolutions, notice of the time and place of each meeting
of a committee shall be given to each member of such committee as provided in
Section 4.6 of these Bylaws with respect to notices of special meetings of the
Board of Directors.
   8
                           (b) Each committee shall keep regular minutes of its
proceedings and report the same to the Board of Directors when required.

                           (c) Any member of any committee may be removed from
such committee either with or without cause, at any time, by the Board of
Directors at any meeting thereof. Any vacancy in any committee shall be filled
by the Board of Directors in the manner prescribed by the Certificate of
Incorporation or these Bylaws for the original appointment of the members of
such committee.

5.                OFFICERS.

                  5.1 Number. (a) The officers of the Corporation shall include
a Chief Executive Officer, a President, one or more Vice Presidents (including
one or more Executive Vice Presidents and one or more Senior Vice Presidents if
deemed appropriate by the Board of Directors), a Secretary, a Treasurer, and a
Controller. The Board of Directors shall also elect a Chairman of the Board and
may elect a Vice Chairman of the Board. The Board of Directors may also elect
such other officers as the Board of Directors may from time to time deem
appropriate or necessary. Except for the Chairman of the Board, the Vice
Chairman of the Board, and the Chief Executive Officer, none of the officers of
the Corporation needs to be a director of the Corporation. Any two or more
offices may be held by the same person to the extent permitted by the GCLD.

                           (b) The Board of Directors may delegate to the Chief
Executive Officer or President the power to appoint one or more employees of the
Corporation as divisional or departmental vice presidents and fix the duties of
such appointees. However, no such divisional or departmental vice president
shall be considered as an officer of the Corporation, the officers of the
Corporation being limited to those officers elected by the Board of Directors.

                  5.2 Election of Officers, Qualification and Term. The officers
of the Corporation shall be elected from time to time by the Board of Directors
and, except as may otherwise be expressly provided in a contract of employment
duly authorized by the Board of Directors, shall hold office at the pleasure of
the Board of Directors.

                  5.3 Removal. Any officer elected by the Board of Directors may
be removed, either with or without cause, by the Board of Directors at any
meeting thereof, or to the extent delegated to the Chairman of the Board or the
Chief Executive Officer, by the Chairman of the Board or the Chief Executive
Officer.

                  5.4 Resignations. Any officer of the Corporation may resign at
any time by giving written notice to the Board of Directors or to the Chairman
of the Board or to the Chief
   9
Executive Officer. Such resignation shall take effect at the date of the receipt
of such notice or at any later time specified therein and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

                  5.5 Salaries. The salaries of all officers of the Corporation
shall be fixed by the Board of Directors from time to time, and no officer shall
be prevented from receiving such salary by reason of the fact that he or she is
also a Director of the Corporation.

                  5.6 The Chairman of the Board. The Chairman of the Board shall
have the powers and duties customarily and usually associated with the office of
the Chairman of the Board. The Chairman of the Board shall preside at meetings
of the stockholders and of the Board of Directors.

                  5.7 Vice Chairman of the Board. The Vice Chairman of the Board
shall have the powers and duties customarily and usually associated with the
office of the Vice Chairman of the Board.

                  5.8 Chief Executive Officer. The Chief Executive Officer shall
have, subject to the supervision, direction and control of the Board of
Directors, the general powers and duties of supervision, direction and
management of the affairs and business of the Corporation usually vested in the
chief executive officer of a corporation, including, without limitation, all
powers necessary to direct and control the organizational and reporting
relationships within the Corporation. If at any time the office of the Chairman
of the Board and the Vice Chairman of the Board shall not be filled, or in the
event of the temporary absence or disability of the Chairman of the Board and
the Vice Chairman of the Board, the Chief Executive Officer shall have the
powers and duties of the Chairman of the Board.

                  5.9 The President. The President shall serve as chief
operating officer and shall have such other powers and perform such other duties
as may be delegated to him or her from time to time by the Board of Directors or
the Chief Executive Officer.

                  5.10 The Vice Presidents. Each Vice President shall have such
powers and perform such duties as may from time to time be assigned to him or
her by the Board of Directors, the Chief Executive Officer, or the President.

                  5.11 The Secretary and the Assistant Secretary. (a) The
Secretary shall attend meetings of the Board of Directors and meetings of the
stockholders and record all votes and minutes of all such proceedings in a book
kept for such purpose. He or she shall have all such further powers and duties
as generally are incident to the position of Secretary or as may from time to
time be assigned to him or her by the Board of Directors, the Chief Executive
Officer, or the President.

                           (b) Each Assistant Secretary shall have such powers
and perform such duties as may from time to time be assigned to him or her by
the Board of Directors, the
   10
Chief Executive Officer, the President, or the Secretary. In case of the absence
or disability of the Secretary, the Assistant Secretary designated by the Chief
Executive Officer (or, in the absence of such designation, by the Secretary)
shall perform the duties and exercise the powers of the Secretary.

                  5.12 The Treasurer and the Assistant Treasurer. (a) The
Treasurer shall have custody of the Corporation's funds and securities and shall
keep full and accurate accounts of receipts and disbursements in books belonging
to the Corporation and shall deposit or cause to be deposited moneys or other
valuable effects in the name and to the credit of the Corporation in such
depositories as may be designated by the Board of Directors. The Treasurer shall
also maintain adequate records of all assets, liabilities, and transactions of
the Corporation and shall see that adequate audits thereof are currently and
regularly made. The Treasurer shall have such other powers and perform such
other duties that generally are incident to the position of Treasurer or as may
from time to time be assigned to him or her by the Board of Directors, the Chief
Executive Officer, or the President.

                           (b) Each Assistant Treasurer shall have such powers
and perform such duties as may from time to time be assigned to him or her by
the Board of Directors, the Chief Executive Officer, the President, or the
Treasurer. In case of the absence or disability of the Treasurer, the Assistant
Treasurer designated by the Chief Executive Officer (or, in the absence of such
designation, by the Treasurer) shall perform the duties and exercise the powers
of the Treasurer.

                  5.13 Controller. The Controller shall be responsible for
maintaining the accounting records and statements, and shall properly account
for all monies and obligations due the Corporation and all properties, assets,
and liabilities of the Corporation. The Controller shall render to the Chairman
of the Board or the President such periodic reports covering the results of
operations of the Corporation as may be required by either of them or by law.

6.                STOCK

                  6.1 Certificates. Certificates for shares of stock of the
Corporation shall be issued under tILe seal of the Corporation, or a facsimile
thereof, and shall be numbered and shall be entered in the books of the
Corporation as they are issued. Each certificate shall bear a serial number,
shall exhibit the holder's name and the number of shares evidenced thereby, and
shall be signed by the Chairman of the Board or a Vice Chairman, if any, or the
Chief Executive Officer or the President or any Vice President, and by the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer.
Any or all of the signatures on the certificate may be a facsimile. In case any
officer, transfer agent, or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent, or registrar before such certificate is issued, it may
be issued by the corporation with the same effect as if such person or entity
were such officer, transfer agent, or registrar at the date of issue.
   11
                  6.2 Transfers. Transfers of stock of the Corporation shall be
made on the books of the Corporation only upon surrender to the Corporation of a
certificate (if any) for the shares duly endorsed or accompanied by proper
evidence of succession, assignment, or authority to transfer, provided such
succession, assignment, or transfer is not prohibited by the Certificate of
Incorporation, these Bylaws, applicable law or contract. Thereupon, the
Corporation shall issue a new certificate (if requested) to the person entitled
thereto, cancel the old certificate (if any), and record the transaction upon
its books.

                  6.3 Lost, Stolen, or Destroyed Certificates. Any person
claiming a certificate of stock to be lost, stolen, or destroyed shall make an
affidavit or an affirmation of that fact, and shall give the Corporation a bond
of indemnity in satisfactory form and with one or more satisfactory sureties,
whereupon a new certificate (if requested) may be issued of the same tenor and
for the same number of shares as the one alleged to be lost, stolen, or
destroyed.

                  6.4 Registered Stockholders. The Corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares as the person entitled to exercise the rights of a stockholder
and shall not be bound to recognize any equitable or other claim to or interest
in any such shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise expressly provided by the
GCLD.

                  6.5 Additional Powers of the Board. (a) In addition to those
powers set forth in Section 4.1, the Board of Directors shall have power and
authority to make all such rules and regulations as it shall deem expedient
concerning the issue, transfer, and registration of certificates for shares of
stock of the Corporation, including the use of uncertificated shares of stock
subject to the provisions of the GCLD.

                           (b) The Board of Directors may appoint and remove
transfer agents and registrars of transfers, and may require all stock
certificates to bear the signature of any such transfer agent and/or any such
registrar of transfers.

7.                INDEMNIFICATION

                  7.1 Each person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, or investigative (hereinafter a
"proceeding"), by reason of the fact that he or she, or the person of whom he or
she is the legal representative, 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, employee, or agent of another corporation or of a
partnership, joint venture, trust, or other enterprise, including service with
respect to employee benefit plans, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the GCLD, as the same exists or
may hereafter be amended (but, in the case of any such amendment, only to the
   12
extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior
to such amendment), against all expenses, liability, and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties, and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such person
in connection therewith and such indemnification shall continue as to a person
who has ceased to be a director, officer, employee, or agent and shall inure to
the benefit of his or her heirs, executors, and administrators; provided,
however, that, except as provided in this Article 7, the Corporation shall
indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if authorized by the
Board of Directors of the Corporation. Any indemnification under this Article 7
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee, or agent is proper in the circumstances because he or she has
met the applicable standard set forth in the GCLD. Such a determination shall be
made (a) by a majority vote of the directors who are not parties to such action,
suit or proceeding, even though less than a quorum; (b) by a committee of such
directors designated by majority vote of such directors, even though less than a
quorum; (c) by independent legal counsel (compensated by the Corporation) in a
written opinion; (d) by the stockholders; or (e) in any other manner permitted
by the GCLD. In addition to the right to indemnification conferred in this
Article 7, each of the above persons shall have the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in advance of
its final disposition; provided, however, that, if the GCLD requires, the
payment of such expenses incurred by a present director or officer in his or her
capacity as a director or officer of the corporation (and not in any other
capacity in which service was or is rendered by such person while a director or
officer, including, without limitation, service to an employee benefit plan) in
advance of the final disposition of a proceeding, shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of such present
director or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Article 7 or otherwise. The Corporation may, by any manner permitted by the
GCLD, provide indemnification and advancement of expenses to employees and
agents of the Corporation with the same scope and effect as the foregoing
indemnification of directors and officers. The right to indemnification and to
an advancement of expenses conferred in this Article 7 shall be a contract
right.

                  7.2 If a claim under Section 7.1 of this Article 7 is not paid
in full by the Corporation within 30 days after a written claim has been
received by the Corporation, the claimant may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to be paid also
the expense of prosecuting such claim (including attorneys' fees). It shall be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Corporation) that the claimant has not met the standard of
conduct which makes it permissible under the GCLD for the Corporation to
indemnify the claimant for the amount claimed, but the burden of proving such
defense shall be on the Corporation. Neither the failure of the Corporation
(including its Board of
   13
Directors, a committee thereof, independent legal counsel, or its stockholders)
to have made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because he or she
has met the applicable standard of conduct set forth in the GCLD, nor an actual
determination by the Corporation (including its Board of Directors, a committee
thereof, independent legal counsel, or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct. In any suit brought by the claimant to enforce a right to
indemnification or to an advancement of expenses hereunder, or brought by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the burden of proving that the claimant is not entitled to be
indemnified, or to such advancement of expenses, under this Article 7 or
otherwise shall be on the Corporation.

                  7.3 The rights to indemnification and the payment of expenses
incurred IN defending a proceeding in advance of its final disposition conferred
in this Article 7, shall not be exclusive of any other right that any person may
have or hereafter acquire under any statute, provision of the certificate of
incorporation of the Corporation, this bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.


                  7.4 The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee, or agent of the Corporation
or another corporation, partnership, joint venture, trust, or other enterprise
against any such 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 GCLD.

                  7.5 The Corporation may enter into an indemnity agreement with
any director, officer, employee, or agent of the Corporation, or of another
corporation, partnership, joint venture, trust, or other enterprise, upon terms
and conditions that the Board of Directors deems appropriate, as long as the
provisions of the agreement are not impermissible under applicable law.

                  7.6 Any amendment or repeal of this Article 7 shall not be
retroactive in effect.

                  7.7 In case any provision in this Article 7 shall be
determined at any time to be unenforceable in any respect, the other provisions
shall not in any way be affected or impaired thereby, and the affected provision
shall be given the fullest possible enforcement in the circumstances, it being
the intention of the Corporation to afford indemnification and advancement of
expenses to the persons indemnified hereby to the fullest extent permitted by
law.

                  7.8 The Corporation may, by action of the Board of Directors,
authorize one or more officers to grant rights to indemnification and
advancement of expenses to former
   14
directors and officers or to other employees or agents of the Corporation on
such terms and conditions as such officer or officers deem appropriate under the
circumstances.

8.                MISCELLANEOUS

                  8.1 Place and Inspection of Books. (a) The books of the
Corporation other than such books as are required by law to be kept within the
State of Delaware shall be kept in such place or places either within or without
the State of Delaware as the Board of Directors may from time to time determine.

                           (b) At least ten days before each meeting of
stockholders, the officer in charge of the stock ledger of the Corporation shall
prepare a complete list of the stockholders entitled to vote at the meeting,
arranged in alphabetical order and showing the address of each stockholder and
the number 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 ten 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
specified, at the place where the meeting is to be held. The 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.

                           (c) The Board of Directors shall determine from time
to time whether and, if allowed, when and under what conditions and regulations
the accounts and books of the Corporation (except such as may be by law
specifically open to inspection or as otherwise provided by these Bylaws) or any
of them shall be open to the inspection of the stockholders and the
stockholders' rights in respect thereof.

                  8.2 Voting Shares in Other Corporations. The Chief Executive
Officer, the President, or any other officer of the Corporation designated by
the Board of Directors may vote any and all shares held by the Corporation in
any other corporation.

                  8.3 Fiscal Year. The fiscal year of the Corporation shall be
such fiscal year as the Board of Directors from time to time by resolution shall
determine.

                  8.4 Gender/Number. As used in these Bylaws, the masculine,
feminine, or neuter gender, and the singular or plural number, shall each
include the others whenever the context so indicates.

                  8.5 Paragraph Titles. The titles of the paragraphs have been
inserted as a matter of reference only and shall not control or affect the
meaning or construction of any of the terms and provisions hereof.

                  8.6 Amendment. These Bylaws may be altered, amended, or
repealed by (a) the affirmative vote of 80% or more of the aggregate number of
votes that the holders of the then outstanding shares of common stock and
preferred stock are entitled to cast on the
   15
amendment, or (b) by resolution adopted by the affirmative vote of not less than
a majority of the Directors in office, at any annual or regular meeting of the
Board of Directors or at any special meeting of the Board of Directors if notice
of the proposed alteration, amendment, or repeal be contained in written notice
of such special meeting. Notwithstanding the foregoing, the amendment of any
provision of these Bylaws that requires an affirmative vote in excess of a
majority of the Directors in office shall require the affirmative vote of at
least the number of directors the affirmative vote of whom is required by such
provision.

                  8.7 Certificate of Incorporation. Notwithstanding anything to
the contrary contained herein, if any provision contained in these Bylaws is
inconsistent with or conflicts with a provision of the Certificate of
Incorporation, such provision of these Bylaws shall be superseded by the
inconsistent provision in the Certificate of Incorporation to the extent
necessary to give effect to such provision in the Certificate of Incorporation.

EX-5.1

   1
                            Delmarva Services Company

                                       5.1

                         Certificate of Incorporation of
                            Delmarva Services Company
                             Filed October 31, 1986
   2
                          CERTIFICATE OF INCORPORATION
                                       OF
                            DELMARVA SERVICES COMPANY

                  FIRST: The name of the Corporation is Delmarva Services
Company.

                  SECOND: The address of Service's registered agent in the State
of Delaware is 800 King Street, City of Wilmington, and County of New Castle,
19899. The registered agent is the corporation itself.

                  THIRD: The nature of the business or purposes to be conducted
or promoted is:

                                  To engage in any lawful act or activity for
                                  which corporations may be organized under the
                                  General Corporation Law of the State of
                                  Delaware.

                  FOURTH: The total number of shares which this Corporation is
authorized to issue is One Thousand (1000) shares of common stock having a par
value of One Dollar ($1.00) per share.

                  FIFTH: The name and mailing address of the Incorporator is as
follows:



                           Name                            Address
                           ----                            -------
                                                        
                           Dale G. Stoodley                800 King Street
                                                           Wilmington, Delaware 19899



                  SIXTH: The names and mailing addresses of the directors who
shall serve until the first annual meeting of stockholders or until their
successors are elected and qualify are as follows:



                           Name                               Address
                           ----                               -------
                                                           
                           Nevius M. Curtis                   800 King Street
                                                              Wilmington, Delaware 19899

                           Roger D. Campbell                  800 King Street
                                                              Wilmington, Delaware 19899

   3
                                                           
                           H. Ray Landon                      800 King Street
                                                              Wilmington, Delaware 19899

                           Howard E. Cosgrove                 800 King Street
                                                              Wilmington, Delaware 19899

                           Harland M. Wakefield, Jr.          800 King Street
                                                              Wilmington, Delaware 19899




                  SEVENTH: The Board of Directors may make, alter and repeal any
by-law of the Corporation.

                  EIGHTH: No director of the Corporation shall be personally
liable to the Corporation for monetary damages for breach of fiduciary duty by
such director; provided, however, that this Article EIGHTH shall not eliminate
or limit the liability of a director to the extent provided by law (i) for any
breach of the director's duty of loyalty to the Corporation of its stockholders;
(ii) for acts or omissions not in good faith of which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the General
Corporation Law of the State of Delaware, or (iv) for any transaction from which
the director derived an improper personal benefit. The Corporation shall
indemnify its directors, officers and employees against expenses, judgment,
fines and amounts paid in settlement actually and reasonably incurred by them by
reason of their serving in such capacity to the fullest extent permitted by the
Delaware General Corporation Law.

                I, the undersigned, being the Incorporator hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, do make this Certificate, hereby declaring and
certifying that this is my act and deed and that the facts herein stated are
true and accordingly have hereunto set my hand and seal this 30th day of
October, 1986.

                                              ----------------------------------
                                                         Dale G. Stoodley

EX-5.2

   1
                            Delmarva Services Company

                                       5.2

                                     Bylaws
   2
                                     BYLAWS
                                       OF
                            DELMARVA SERVICES COMPANY

1.                OFFICES.

                  1.1 Offices. In addition to its registered office in the State
of Delaware, the Corporation shall have a corporate office in Wilmington,
Delaware, and such other offices, either within or without the State of
Delaware, at such locations as the Board of Directors may from time to time
determine or the business of the Corporation may require.

2.                SEAL.

                  2.1 Seal. The Corporation shall have a seal, which shall have
inscribed thereon its name and year of incorporation and the words, "Corporate
Seal Delaware."

3.                MEETINGS OF STOCKHOLDERS.

                  3.1 Annual Meetings. The annual meeting of stockholders of the
Corporation shall be held on such date, at such time and at such place within or
without the State of Delaware as shall be determined by the Board of Directors
from time to time.

                  3.2 Special Meetings. Special meetings of the stockholders of
the Corporation shall be held on such date, at such time and at such place
within or without the State of Delaware as may be designated by the Chairman of
the Board or by the Board of Directors.

                  3.3 Notice of Meetings. (a) Notices of meetings of
stockholders shall be in writing and shall state the place, date, and hour of
the meeting, and, in the case of a special meeting, the purpose or purposes for
which a meeting is called. No business other than that specified in the notice
thereof shall be transacted at any special meeting.

                      (b) Such notice shall either be delivered personally or
mailed, postage prepaid, to each stockholder entitled to vote at such meeting
not less than 10 nor more than 60 days before the date of the meeting. If
mailed, the notice shall be directed to the stockholder at his or her address as
it appears on the records of the Corporation. Personal delivery of any such
notice to any officer of a corporation or association or to any member of a
partnership shall constitute delivery of such notice to such corporation,
association, or partnership.

                      (c) Notice of any meeting of stockholders need not be
given to any stockholder if waived by such stockholder in writing, whether
before or after such meeting is held, or if such stockholder shall sign the
minutes or attend the meeting, except that if such stockholder attends a meeting
for the express purpose of objecting at the beginning of the
   3
meeting to the transaction of any business because the meeting is not lawfully
called or convened, such stockholder shall not be deemed to have waived notice
of such meeting.

                  3.4 Adjourned Meetings. When a meeting is adjourned to another
time or place, unless otherwise provided by these Bylaws, notice need not be
given of the adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken. At the adjourned meeting the
stockholders may transact any business that might have been transacted at the
original meeting. If an adjournment is for more than 30 days, or if after an
adjournment, a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder entitled to vote at the
meeting.

                  3.5 Quorum and Adjournment. Except as otherwise provided by
law, by the Certificate of Incorporation of the Corporation, or by these Bylaws,
the presence, in person or by proxy, of the holders of a majority of the
aggregate voting power of the stock issued and outstanding, entitled to vote
thereat, shall constitute a quorum for the transaction of business at all
meetings of stockholders. If such majority shall not be present or represented
at any meeting of stockholders, the stockholders present, although less than a
quorum, shall have the power to adjourn the meeting.

                  3.6 Vote Required. Except as otherwise provided by law or by
the Certificate of Incorporation:

                      (a) Directors shall be elected by a plurality of the votes
present in person or represented by proxy at a meeting of stockholders and
entitled to vote in the election of directors, and

                      (b) whenever any corporate action other than the election
of Directors is to be taken, it shall be authorized by a majority in voting
power of the shares present in person or by proxy at a meeting of stockholders
and entitled to vote on the subject matter.

                  3.7 Manner of Voting. At each meeting of stockholders, each
stockholder having the right to vote shall be entitled to vote in person or by
proxy. Proxies need not be filed with the Secretary of the Corporation until the
meeting is called to order, but shall be filed before being voted. Each
stockholder shall be entitled to vote each share of stock having voting power
registered in his or her name on the books of the Corporation on the record date
fixed for determination of stockholders entitled to vote at such meeting.

                  3.8 Stockholder Action Without a Meeting. Except as otherwise
provided by law or by the Certificate of Incorporation, any action required to
be taken at any meeting of stockholders of the corporation, or any action that
may be taken at any annual or special meeting of such stockholders, may be taken
without a meeting, without prior notice, and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a
   4
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing and who, if the action had been
taken at a meeting, would have been entitled to notice of the meeting if the
record date for such meeting had been the date that written consents signed by a
sufficient number of the holders to take the action were delivered to the
Corporation.

                  3.9 Proxies. (a) At any meeting of stockholders, any
stockholder may be represented and vote by proxy or proxies appointed by a
written form of proxy. In the event that any form of proxy shall designate two
or more persons to act as proxies, a majority of such persons present at the
meeting or, if only one shall be present, then that one shall have and may
exercise all of the powers conferred by the form of proxy upon all of the
persons so designated unless the form of proxy shall otherwise provide.

                      (b) The Board of Directors may, in advance of any annual
or special meeting of the stockholders, prescribe additional regulations
concerning the manner of execution and filing of proxies and the validation of
the same, which are intended to be voted at any such meeting.

                  3.10 Presiding Officer and Secretary. The Chairman of the
Board shall act as chairman of all meetings of the stockholders. In the absence
of the Chairman of the Board, the Vice Chairman of the Board or, in his or her
absence, the Chief Executive Officer or, in his or her absence, the President
or, in his or her absence, any Vice President designated by the Board of
Directors shall act as chairman of the meeting.

                  The Secretary of the Corporation shall act as secretary of all
meetings of the stockholders, but, in the absence of the Secretary, the
Assistant Secretary designated in accordance with Section 5.11(b) of these
Bylaws shall act as secretary of all meetings of the stockholders, but in the
absence of a designated Assistant Secretary, the chairman of the meeting may
appoint any person to act as secretary of the meeting.

                  3.11 Procedure. At each meeting of stockholders, the chairman
of the meeting shall fix and announce the date and time of the opening and the
closing of the polls for each matter upon which the stockholders will vote at
the meeting and shall determine the order of business and all other matters of
procedure. Except to the extent inconsistent with any such rules and regulations
as adopted by the Board of Directors, the chairman of the meeting may establish
rules, which need not be in writing, to maintain order and safety and for the
conduct of the meeting. Without limiting the foregoing, he or she may:

                      (a) restrict attendance at any time to bona fide
stockholders of record and their proxies and other persons in attendance at the
invitation of the chairman;

                      (b) restrict dissemination of solicitation materials and
use of audio or visual recording devices at the meeting;

                      (c) adjourn the meeting without a vote of the
stockholders, whether or not there is a quorum present; and
   5
                      (d) make rules governing speeches and debate, including
time limits and access to microphones.

The chairman of the meeting shall be entitled to act in his or her absolute
discretion and his or her rulings shall not be subject to appeal.

4.                DIRECTORS.

                  4.1 Powers. The Board of Directors shall exercise all of the
powers of the Corporation except such as are by law, or by the Certificate of
Incorporation of this Corporation or by these Bylaws conferred upon or reserved
to the stockholders of any class or classes.

                  4.2 Resignations. Any Director may resign at any time by
giving written notice to the Board of Directors or the Secretary. Such
resignation shall take effect at the date of receipt of such notice or at any
later time specified therein. Acceptance of such resignation shall not be
necessary to make it effective.

                  4.3 Presiding Officer and Secretary. The Chairman of the Board
shall act as chairman of all meetings of the Board of Directors. In the absence
of the Chairman of the Board, the Vice Chairman of the Board, or in his absence,
the Chief Executive Officer or other person designated by the Board of Directors
shall act as chairman of the meeting.

                      The Secretary of the Corporation shall act as secretary of
all meetings of the Board of Directors, but, in the absence of the Secretary,
the Assistant Secretary designated in accordance with Section 5.11(b) of these
Bylaws shall act as secretary of all meetings of the Board of Directors, but in
the absence of a designated Assistant Secretary, the chairman of the meeting may
appoint any person to act as secretary of the meeting.

                  4.4 Annual Meetings. The Board of Directors shall meet each
year immediately following the annual meeting of stockholders, at the place
where such meeting of stockholders has been held, or at such other place as
shall be fixed by the person presiding over the meeting of the stockholders, for
the purpose of election of officers and consideration of such other business as
the Board of Directors considers relevant to the management of the Corporation.
In the event that in any year Directors are elected by written consent in lieu
of an annual meeting of stockholders, the Board of Directors shall meet in such
year as soon as practicable after receipt of such written consent by the
Corporation at such time and place as shall be fixed by the Chairman of the
Board, for the purpose of election of officers and consideration of such other
business as the Board of Directors considers relevant to the management of the
Corporation.

                  4.5 Regular Meetings. Regular meetings of the Board of
Directors shall be held on such dates and at such times and places, within or
without the state of Delaware, as shall from time to time be determined by the
Board of Directors. In the absence of any such determination, such meetings
shall be held at such times and places, within or without the
   6
State of Delaware, as shall be designated by the Chairman of the Board on not
less than twelve hours notice to each Director, given verbally or in writing,
whether personally, by telephone (including by message or recording device), by
facsimile transmission, by telegram, or by telex, or on not less than three (3)
calendar days' notice to each Director given by mail.

                  4.6 Special Meetings. Special meetings of the Board of
Directors shall be held at the call of the Chairman of the Board at such times
and places, within or without the State of Delaware, as he or she shall
designate, on not less than twelve hours notice to each Director, given verbally
or in writing, whether personally, by telephone (including by message or
recording device), by facsimile transmission, by telegram, or by telex, or on
not less than three (3) calendar days' notice to each Director given by mail.
Special meetings shall be called by the Secretary on like notice at the written
request of a majority of the Directors then in office.

                  4.7 Quorum and Powers of a Majority. At all meetings of the
Board of Directors and of each committee thereof, a majority of the members
shall be necessary and sufficient to constitute a quorum for the transaction of
business, and the act of a majority of the members present at any meeting at
which a quorum is present shall be the act of the Board of Directors or such
committee, unless by express provision of law, of the Certificate of
Incorporation, or of these Bylaws, a different vote is required, in which case
such express provision shall govern and control. In the absence of a quorum, a
majority of the members present at any meeting may, without notice other than
announcement at the meeting, adjourn such meeting from time to time until a
quorum is present.

                  4.8 Waiver of Notice. Notice of any meeting of the Board of
Directors, or any committee thereof, need not be given to any member if waived
by him or her in writing, whether before or after such meeting is held, or if he
or she shall sign the minutes or attend the meeting, except that if such
Director 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, then such Director shall not be deemed to have
waived notice of such meeting.

                  4.9 Manner of Acting. (a) Members of the Board of Directors,
or any committee thereof may participate in any meeting of the Board of
Directors or such committee by means of conference telephone or similar
communications equipment by means of which all persons participating therein can
hear each other, and participation in a meeting by such means shall constitute
presence in person at such meeting.

                      (b) Any action required or permitted to be taken at any
meeting of the Board of Directors or any committee thereof may be taken without
a meeting if all members of the Board of Directors or such committee, as the
case may be, consent thereto in writing, and the writings are filed with the
minutes of proceedings of the Board of Directors or such committee.

                  4.10 Compensation. (a) The Board of Directors, by a resolution
or resolutions, may fix, and from time to time change, the compensation of
Directors.
   7
                      (b) Each Director shall be entitled to reimbursement from
the Corporation for his or her reasonable expenses incurred with respect to
duties as a member of the Board of Directors or any committee thereof.

                      (c) Nothing contained in these Bylaws shall be construed
to preclude any Director from serving the Corporation in any other capacity and
from receiving compensation from the Corporation for service rendered to it in
such other capacity.

                  4.11 Committees. The Board of Directors (or any committee
thereof having the power and authority to do so) may designate one or more
committees, each committee to consist of one or more Directors, which to the
extent provided in said resolution or resolutions shall have and may exercise
the powers and authority of the Board of Directors in the management of the
business and affairs of the corporation; provided, however, that no such
committee shall have the power or authority in reference to the following
matters: (i) approving or adopting, or recommending to the stockholders, any
action or matter expressly required by the General Corporation Law of Delaware
(the "GCLD") to be submitted to stockholders for approval or (ii) adopting,
amending, or repealing any bylaw of the Corporation. The Board of Directors may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member of the committee. In the absence or
disqualification of a member of a committee, the member or members present at
any meeting of such committee and not disqualified from voting, whether or not
such member of members constitute a quorum, may unanimously appoint another
member of the board of directors to act at the meeting in place of such absent
or disqualified director.

                  4.12 Committee Procedure, Limitations of Committee Powers. (a)
Except as otherwise provided by these Bylaws, each committee shall adopt its own
rules governing the time, place and method of holding its meetings and the
conduct of its proceedings and shall meet as provided by such rules or by
resolution of the Board of Directors. Unless otherwise provided by these Bylaws
or any such rules or resolutions, notice of the time and place of each meeting
of a committee shall be given to each member of such committee as provided in
Section 4.6 of these Bylaws with respect to notices of special meetings of the
Board of Directors.

                      (b) Each committee shall keep regular minutes of its
proceedings and report the same to the Board of Directors when required.

                      (c) Any member of any committee may be removed from such
committee either with or without cause, at any time, by the Board of Directors
at any meeting thereof. Any vacancy in any committee shall be filled by the
Board of Directors in the manner prescribed by the Certificate of Incorporation
or these Bylaws for the original appointment of the members of such committee.
   8
5.                OFFICERS.

                  5.1 Number. (a) The officers of the Corporation shall include
a Chief Executive Officer, a President, one or more Vice Presidents (including
one or more Executive Vice Presidents and one or more Senior Vice Presidents if
deemed appropriate by the Board of Directors), a Secretary, a Treasurer, and a
Controller. The Board of Directors shall also elect a Chairman of the Board and
may elect a Vice Chairman of the Board. The Board of Directors may also elect
such other officers as the Board of Directors may from time to time deem
appropriate or necessary. Except for the Chairman of the Board, the Vice
Chairman of the Board, and the Chief Executive Officer, none of the officers of
the Corporation needs to be a director of the Corporation. Any two or more
offices may be held by the same person to the extent permitted by the GCLD.

                      (b) The Board of Directors may delegate to the Chief
Executive Officer or President the power to appoint one or more employees of the
Corporation as divisional or departmental vice presidents and fix the duties of
such appointees. However, no such divisional or departmental vice president
shall be considered as an officer of the Corporation, the officers of the
Corporation being limited to those officers elected by the Board of Directors.

                  5.2 Election of Officers, Qualification and Term. The officers
of the Corporation shall be elected from time to time by the Board of Directors
and, except as may otherwise be expressly provided in a contract of employment
duly authorized by the Board of Directors, shall hold office at the pleasure of
the Board of Directors.

                  5.3 Removal. Any officer elected by the Board of Directors may
be removed, either with or without cause, by the Board of Directors at any
meeting thereof, or to the extent delegated to the Chairman of the Board or the
Chief Executive Officer, by the Chairman of the Board or the Chief Executive
Officer.

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

                  5.5 Salaries. The salaries of all officers of the Corporation
shall be fixed by the Board of Directors from time to time, and no officer shall
be prevented from receiving such salary by reason of the fact that he or she is
also a Director of the Corporation.

                  5.6 The Chairman of the Board. The Chairman of the Board shall
have the powers and duties customarily and usually associated with the office of
the Chairman of the Board. The Chairman of the Board shall preside at meetings
of the stockholders and of the Board of Directors.

                  5.7 Vice Chairman of the Board. The Vice Chairman of the Board
shall
   9
have the powers and duties customarily and usually associated with the office of
the Vice Chairman of the Board.

                  5.8 Chief Executive Officer. The Chief Executive Officer shall
have, subject to the supervision, direction and control of the Board of
Directors, the general powers and duties of supervision, direction and
management of the affairs and business of the Corporation usually vested in the
chief executive officer of a corporation, including, without limitation, all
powers necessary to direct and control the organizational and reporting
relationships within the Corporation. If at any time the office of the Chairman
of the Board and the Vice Chairman of the Board shall not be filled, or in the
event of the temporary absence or disability of the Chairman of the Board and
the Vice Chairman of the Board, the Chief Executive Officer shall have the
powers and duties of the Chairman of the Board.

                  5.9 The President. The President shall serve as chief
operating officer and shall have such other powers and perform such other duties
as may be delegated to him or her from time to time by the Board of Directors or
the Chief Executive Officer.

                  5.10 The Vice Presidents. Each Vice President shall have such
powers and perform such duties as may from time to time be assigned to him or
her by the Board of Directors, the Chief Executive Officer, or the President.

                  5.11 The Secretary and the Assistant Secretary. (a) The
Secretary shall attend meetings of the Board of Directors and meetings of the
stockholders and record all votes and minutes of all such proceedings in a book
kept for such purpose. He or she shall have all such further powers and duties
as generally are incident to the position of Secretary or as may from time to
time be assigned to him or her by the Board of Directors, the Chief Executive
Officer, or the President.

                      (b) Each Assistant Secretary shall have such powers and
perform such duties as may from time to time be assigned to him or her by the
Board of Directors, the Chief Executive Officer, the President, or the
Secretary. In case of the absence or disability of the Secretary, the Assistant
Secretary designated by the Chief Executive Officer (or, in the absence of such
designation, by the Secretary) shall perform the duties and exercise the powers
of the Secretary.

                  5.12 The Treasurer and the Assistant Treasurer. (a) The
Treasurer shall have custody of the Corporation's funds and securities and shall
keep full and accurate accounts of receipts and disbursements in books belonging
to the Corporation and shall deposit or cause to be deposited moneys or other
valuable effects in the name and to the credit of the Corporation in such
depositories as may be designated by the Board of Directors. The Treasurer shall
also maintain adequate records of all assets, liabilities, and transactions of
the Corporation and shall see that adequate audits thereof are currently and
regularly made. The Treasurer shall have such other powers and perform such
other duties that generally are incident to the position of Treasurer or as may
from time to time be assigned to him or her by the Board of Directors, the Chief
Executive Officer, or the President.
   10
whether and, if allowed, when and under what conditions and regulations the
accounts and books of the Corporation (except such as may be by law specifically
open to inspection or as otherwise provided by these Bylaws) or any of them
shall be open to the inspection of the stockholders and the stockholders' rights
in respect thereof.

                  8.2 Voting Shares in Other Corporations. The Chief Executive
Officer, the President, or any other officer of the Corporation designated by
the Board of Directors may vote any and all shares held by the Corporation in
any other corporation.

                  8.3 Fiscal Year. The fiscal year of the Corporation shall be
such fiscal year as the Board of Directors from time to time by resolution shall
determine.

                  8.4 Gender/Number. As used in these Bylaws, the masculine,
feminine, or neuter gender, and the singular or plural number, shall each
include the others whenever the context so indicates.

                  8.5 Paragraph Titles. The titles of the paragraphs have been
inserted as a matter of reference only and shall not control or affect the
meaning or construction of any of the terms and provisions hereof.

                  8.6 Amendment. These Bylaws may be altered, amended, or
repealed by (a) the affirmative vote of 80% or more of the aggregate number of
votes that the holders of the then outstanding shares of common stock and
preferred stock are entitled to cast on the amendment, or (b) by resolution
adopted by the affirmative vote of not less than a majority of the Directors in
office, at any annual or regular meeting of the Board of Directors or at any
special meeting of the Board of Directors if notice of the proposed alteration,
amendment, or repeal be contained in written notice of such special meeting.
Notwithstanding the foregoing, the amendment of any provision of these Bylaws
that requires an affirmative vote in excess of a majority of the Directors in
office shall require the affirmative vote of at least the number of directors
the affirmative vote of whom is required by such provision.

                  8.7 Certificate of Incorporation. Notwithstanding anything to
the contrary contained herein, if any provision contained in these Bylaws is
inconsistent with or conflicts with a provision of,the Certificate of
Incorporation, such provision of these Bylaws shall be superseded by the
inconsistent provision in the Certificate of Incorporation to the extent
necessary to give effect to such provision in the Certificate of Incorporation.

EX-6.1

   1
                            Conectiv Communications,
                                      Inc.

                                       6.1

                         Certificate of Incorporation of
                        Delmarva Telecommunications, Inc.
                             Filed October 21, 1996
   2
                          CERTIFICATE OF INCORPORATION
                                       OF
                        DELMARVA TELECOMMUNICATIONS, INC.


         FIRST: The name of the Corporation is Delmarva Telecommunications, Inc.

         SECOND: The registered office of Delmarva Telecommunications, Inc. in
the State of Delaware is located at Christiana Building, 252 Chapman Road, City
of Newark, and County of New Castle, 19702, and its registered agent shall be
the Corporation itself.

         THIRD: The purpose of the Corporation and the nature and objects of the
business to be transacted, promoted, conducted or carried out are:

                           To engage in any lawful act or activity for which
                           corporations may be organized under the General
                           Corporation Law of the State of
                           Delaware.

         FOURTH: The total number of shares of stock that the Corporation shall
be authorized to issue is One Thousand (1,000) shares of Common Stock having a
par value of One Dollar ($1.00) per share.

         FIFTH: The name and mailing address of the Incorporator of the
Corporation is:



                  Name                             Address
                  ----                             -------
                                                
                  Steven L. Biener                 Christiana Building
                                                   P.O. Box 6066
                                                   Newark, DE 19714-6066



         SIXTH: The names and mailing addresses of the directors who shall serve
  until the first annual meeting of stockholders or until their successors are
  elected and qualify are:



                  Name                             Address
                  ----                             -------
                                                
                  Joseph W. Ford                   Christiana Building
                                                   P. O. Box 6066
                                                   Newark, DE 19714-6066

   3
                                                  
                  Barbara S. Graham                 800 King Street
                                                    P.O. Box 231
                                                    Wilmington, DE 19899

                  Laird L. Levison                  Christiana Building
                                                    P. O. Box 6066
                                                    Newark, DE 19714-6066




         SEVENTH: The Board of Directors may make, add to, delete from, alter
and repeal any By-law of the Corporation.

         EIGHTH: No director of the Corporation shall be personally liable to
the Corporation for monetary damages for breach of fiduciary duty by such
director, provided, however, that this Article EIGHTH shall not eliminate or
limit the liability of a director to the extent provided by law (i) for any
breach of the directors duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the General
Corporation Law of the State of Delaware. or (iv) for any transaction from which
the director derived an improper personal benefit. The Corporation shall
indemnify its directors, officers, employees and agents against expenses,
judgment, fines and amounts paid in settlement actually and reasonably incurred
by them by reason of their serving in such capacity to the fullest extent
permitted by the Delaware General Corporation Law.

         I, the undersigned, being the Incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this Certificate of Incorporation, hereby declaring
and certifying that this is my act and deed and that the facts herein stated are
true and accordingly have hereunto set my hand and seal this __ day of October,
1996.


                                                      --------------------------
                                                      Steven L. Biener

EX-6.2

   1
                            Conectiv Communications,
                                      Inc.

                                       6.2

                           Certificate of Amendment of
                         Certificate of Incorporation of
                        Delmarva Telecommunications, Inc.
                             Filed February 26, 1997
   2
                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                        DELMARVA TELECOMMUNICATIONS, INC.

                         pursuant to Section 242 of the
                           General Corporation Law of
                              the State of Delaware

        The undersigned, the President and Assistant Secretary of Delmarva
Telecommunications, Inc. (the "Company"), a corporation duly organized and
validly existing under the General Corporation Law of the State of Delaware do
hereby certify that the following resolution was submitted to, approved and
adopted by unanimous written consent of the Board of Directors of the Company
pursuant to Section 141 of the General Corporation Law of the State of Delaware,
all in accordance with Section 242 of the General Corporation Law of the State
of Delaware.

                    RESOLVED, That the Certificate of Incorporation of the
             Company be, and hereby is, amended by deleting the title and the
             first paragraph thereof and substituting in lieu thereof the
             following:

                          "CERTIFICATE OF INCORPORATION
                                       OF
                          CONECTIV COMMUNICATIONS, INC.

                                    FIRST:   The name of the Corporation is
                             Conectiv Communications, Inc."

         IN WITNESS WHEREOF, the Company has caused this certificate to be
executed by its President and attested to by its Assistant Secretary this 26 day
of February, 1997.


Attest:


By: ____________________________            By: _______________________________
     Arturo F. Agra                             Joseph W. Ford
     Assistant Secretary                        President

EX-6.3

   1
                            Conectiv Communications,
                                      Inc.

                                      6.3

                                     Bylaws
   2
                                     BYLAWS
                                       OF
                          CONECTIV COMMUNICATIONS, INC.

1.                OFFICES.

                  1.1 Offices. In addition to its registered office in the State
of Delaware, the Corporation shall have a corporate office in Wilmington,
Delaware, and such other offices, either within or without the State of
Delaware, at such locations as the Board of Directors may from time to time
determine or the business of the Corporation may require.

2.                SEAL.

                  2.1 Seal. The Corporation shall have a seal, which shall have
inscribed thereon its name and year of incorporation and the words, "Corporate
Seal Delaware."

3.                MEETINGS OF STOCKHOLDERS.

                  3.1 Annual Meetings. The annual meeting of stockholders of the
Corporation shall be held on such date, at such time and at such place within or
without the State of Delaware as shall be determined by the Board of Directors
from time to time.

                  3.2 Special Meeting. Special meetings of the stockholders of
the Corporation shall be held on such date, at such time and at such place
within or without the State of Delaware as may be designated by the Chairman of
the Board or by the Board of Directors.

                  3.3 Notice of Meetings. (a) Notices of meetings of
stockholders shall be in writing and shall state the place, date, and hour of
the meeting, and, in the case of a special meeting, the purpose or purposes for
which a meeting is called. No business other than that specified in the note
thereof shall be transacted at any special meeting.

                           (b) Such notice shall either be delivered personally
or mailed, postage prepaid, to each stockholder entitled to vote at such meeting
not less than 10 nor more than 60 days before the date of the meeting. If
mailed, the notice shall be directed to the stockholder at his or her address as
it appears on the records of the Corporation. Personal delivery of any such
notice to any officer of a corporation or association or to any member of a
partnership shall constitute delivery of such notice to such corporation,
association, or partnership.

                           (c) Notice of any meeting of stockholders need not be
given to any stockholder if waived by such stockholder in writing, whether
before or after such meeting is held, or if such stockholder shall sign the
minutes or attend the meeting, except that if such stockholder attends a meeting
for the express purpose of objecting at the beginning of the
   3
meeting to the transaction of any business because the meeting is not lawfully
called or convened, such stockholder shall not be deemed to have waived notice
of such meeting.

                  3.4 Adjourned Meetings. When a meeting is adjourned to another
time or place, unless otherwise provided by these Bylaws, notice need not be
given of the adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken. At the adjourned meeting the
stockholders may transact any business that might have been transacted at the
original meeting. If an adjournment is for more than 30 days, or if after an
adjournment, a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder entitled to vote at the
meeting.

                  3.5 Quorum and Adjournment. Except as otherwise provided by
law, by the Certificate of Incorporation of the Corporation, or by these Bylaws,
the presence, in person or by proxy, of the holders of a majority of the
aggregate voting power of the stock issued and outstanding, entitled to vote
thereat, shall constitute a quorum for the transaction of business at all
meetings of stockholders. If such majority shall not be present or represented
at any meeting of stockholders, the stockholders present, although less than a
quorum, shall have the power to adjourn the meeting.

                  3.6 Vote Required. Except as otherwise provided by law or by
the Certificate of Incorporation:

                      (a) Directors shall be elected by a plurality of the votes
present in person or represented by proxy at a meeting of stockholders and
entitled to vote in the election of directors, and

                      (b) whenever any corporate action other than the election
of Directors is to be taken, it shall be authorized by a majority in voting
power of the shares present in person or by proxy at a meeting of stockholders
and entitled to vote on the subject matter.

                  3.7 Manner of Voting. At each meeting of stockholders, each
stockholder having the right to vote shall be entitled to vote in person or by
proxy. Proxies need not be filed with the Secretary of the Corporation until the
meeting is called to order, but shall be filed before being voted. Each
stockholder shall be entitled to vote each share of stock having voting power
registered in his or her name on the books of the Corporation on the record date
fixed for determination of stockholders entitled to vote at such meeting.

                  3.8 Stockholder Action Without a Meeting. Except as otherwise
provided by law or by the Certificate of Incorporation, any action required to
be taken at any meeting of stockholders of the corporation, or any action that
may be taken at any annual or special meeting of such stockholders, may be taken
without a meeting, without prior notice, and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a
   4
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing and who, if the action had been
taken at a meeting, would have been entitled to notice of the meeting if the
record date for such meeting had been the date that written consents signed by a
sufficient number of the holders to take the action were delivered to the
Corporation.

                  3.9 Proxies. (a) At any meeting of stockholders, any
stockholder may be represented and vote by proxy or proxies appointed by a
written form of proxy. In the event that any form of proxy shall designate two
or more persons to act as proxies, a majority of such persons present at the
meeting or, if only one shall be present, then that one shall have and may
exercise all of the powers conferred by the form of proxy upon all of the
persons so designated unless the form of proxy shall otherwise provide.

                      (b) The Board of Directors may, in advance of any annual
or special meeting of the stockholders, prescribe additional regulations
concerning the manner of execution and filing of proxies and the validation of
the same, which are intended to be voted at any such meeting.

                  3.10 Presiding Officer and Secretary. The Chairman of the
Board shall act as chairman of all meetings of the stockholders. In the absence
of the Chairman of the Board, the Vice Chairman of the Board or, in his or her
absence, the Chief Executive Officer or, in his or her absence, the President
or, in his or her absence, any Vice President designated by the Board of
Directors shall act as chairman of the meeting.

                  The Secretary of the Corporation shall act as secretary of all
meetings of the stockholders, but, in the absence of the Secretary, the
Assistant Secretary designated in accordance with Section 5.11(b) of these
Bylaws shall act as secretary of all meetings of the stockholders, but in the
absence of a designated Assistant Secretary, the chairman of the meeting may
appoint any person to act as secretary of the meeting.

                  3.11 Procedure. At each meeting of stockholders, the chairman
of the meeting shall fix and announce the date and time of the opening and the
closing of the polls for each matter upon which the stockholders will vote at
the meeting and shall determine the order of business and all other matters of
procedure. Except to the extent inconsistent with any such rules and regulations
as adopted by the Board of Directors, the chairman of the meeting may establish
rules, which need not be in writing, to maintain order and safety and for the
conduct of the meeting. Without limiting the foregoing, he or she may:

                      (a) restrict attendance at any time to bona fide
stockholders of record and their proxies and other persons in attendance at the
invitation of the chairman;

                      (b) restrict dissemination of solicitation materials and
use of audio or visual recording devices at the meeting;

                      (c) adjourn the meeting without a vote of the
stockholders, whether or not there is a quorum present; and
   5
                      (d) make rules governing speeches and debate, including
time limits and access to microphones.

The chairman of the meeting shall be entitled to act in his or her absolute
discretion and his or her rulings shall not be subject to appeal.

4.                DIRECTORS.

                  4.1 Powers. The Board of Directors shall exercise all of the
powers of the Corporation except such as are by law, or by the Certificate of
Incorporation of this Corporation or by these Bylaws conferred upon or reserved
to the stockholders of any class or classes.

                  4.2 Resignations. Any Director may resign at any time by
giving written notice to the Board of Directors or the Secretary. Such
resignation shall take effect at the date of receipt of such notice or at any
later time specified therein. Acceptance of such resignation shall not be
necessary to make it effective.

                  4.3 Presiding Officer and Secretary. The Chairman of the Board
shall act as chairman of all meetings of the Board of Directors. In the absence
of the Chairman of the Board, the Vice Chairman of the Board, or in his absence,
the Chief Executive Officer or other person designated by the Board of Directors
shall act as chairman of the meeting.

                      The Secretary of the Corporation shall act as secretary of
all meetings of the Board of Directors, but, in the absence of the Secretary,
the Assistant Secretary designated in accordance with Section 5.11(b) of these
Bylaws shall act as secretary of all meetings of the Board of Directors, but in
the absence of a designated Assistant Secretary, the chairman of the meeting may
appoint any person to act as secretary of the meeting.

                  4.4 Annual Meetings. The Board of Directors shall meet each
year immediately following the annual meeting of stockholders, at the place
where such meeting of stockholders has been held, or at such other place as
shall be fixed by the person presiding over the meeting of the stockholders, for
the purpose of election of officers and consideration of such other business as
the Board of Directors considers relevant to the management of the Corporation.
In the event that in any year Directors are elected by written consent in lieu
of an annual meeting of stockholders, the Board of Directors shall meet in such
year as soon as practicable after receipt of such written consent by the
Corporation at such time and place as shall be fixed by the Chairman of the
Board, for the purpose of election of officers and consideration of such other
business as the Board of Directors considers relevant to the management of the
Corporation.

                  4.5 Regular Meetings. Regular meetings of the Board of
Directors shall be held on such dates and at such times and places, within or
without the state of Delaware, as shall from time to time be determined by the
Board of Directors. In the absence of any such determination, such meetings
shall be held at such times and places, within or without the
   6
State of Delaware, as shall be designated by the Chairman of the Board on not
less than twelve hours notice to each Director, given verbally or in writing,
whether personally, by telephone (including by message or recording device), by
facsimile transmission, by telegram, or by telex, or on not less than three (3)
calendar days' notice to each Director given by mail.

                  4.6 Special Meetings. Special meetings of the Board of
Directors shall be held at the call of the Chairman of the Board at such times
and places, within or without the State of Delaware, as he or she shall
designate, on not less than twelve hours notice to each Director, given verbally
or in writing, whether personally, by telephone (including by message or
recording device), by facsimile transmission, by telegram, or by telex, or on
not less than three (3) calendar days' notice to each Director given by mail.
Special meetings shall be called by the Secretary on like notice at the written
request of a majority of the Directors then in office.

                  4.7 Quorum and Powers of a Majority. At all meetings of the
Board of Directors and of each committee thereof, a majority of the members
shall be necessary and sufficient to constitute a quorum for the transaction of
business, and the act of a majority of the members present at any meeting at
which a quorum is present shall be the act of the Board of Directors or such
committee, unless by express provision of law, of the Certificate of
Incorporation, or of these Bylaws, a different vote is required, in which case
such express provision shall govern and control. In the absence of a quorum, a
majority of the members present at any meeting may, without notice other than
announcement at the meeting, adjourn such meeting from time to time until a
quorum is present.

                  4.8 Waiver of Notice. Notice of any meeting of the Board of
Directors, or any committee thereof, need not be given to any member if waived
by him or her in writing, whether before or after such meeting is held, or if he
or she shall sign the minutes or attend the meeting, except that if such
Director 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, then such Director shall not be deemed to have
waived notice of such meeting.

                  4.9 Manner of Acting. (a) Members of the Board of Directors,
or any committee thereof may participate in any meeting of the Board of
Directors or such committee by means of conference telephone or similar
communications equipment by means of which all persons participating therein can
hear each other, and participation in a meeting by such means shall constitute
presence in person at such meeting.

                      (b) Any action required or permitted to be taken at any
meeting of the Board of Directors or any committee thereof may be taken without
a meeting if all members of the Board of Directors or such committee, as the
case may be, consent thereto in writing, and the writings are filed with the
minutes of proceedings of the Board of Directors or such committee.

                  4.10 Compensation. (a) The Board of Directors, by a resolution
or resolutions, may fix, and from time to time change, the compensation of
Directors.
   7
                      (b) Each Director shall be entitled to reimbursement from
the Corporation for his or her reasonable expenses incurred with respect to
duties as a member of the Board of Directors or any committee thereof.

                      (c) Nothing contained in these Bylaws shall be construed
to preclude any Director from serving the Corporation in any other capacity and
from receiving compensation from the Corporation for service rendered to it in
such other capacity.

                  4.11 Committees. The Board of Directors (or any committee
thereof having the power and authority to do so) may designate one or more
committees, each committee to consist of one or more Directors, which to the
extent provided in said resolution or resolutions shall have and may exercise
the powers and authority of the Board of Directors in the management of the
business and affairs of the corporation; provided, however, that no such
committee shall have the power or authority in reference to the following
matters: (i) approving or adopting, or recommending to the stockholders, any
action or matter expressly required by the General Corporation Law of Delaware
(the "GCLD") to be submitted to stockholders for approval or (ii) adopting,
amending, or repealing any bylaw of the Corporation. The Board of Directors may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member of the committee. In the absence or
disqualification of a member of a committee, the member or members present at
any meeting of such committee and not disqualified from voting, whether or not
such member of members constitute a quorum, may unanimously appoint another
member of the board of directors to act at the meeting in place of such absent
or disqualified director.

                  4.12 Committee Procedure, Limitations of Committee Powers. (a)
Except as otherwise provided by these Bylaws, each committee shall adopt its own
rules governing the time, place and method of holding its meetings and the
conduct of its proceedings and shall meet as provided by such rules or by
resolution of the Board of Directors. Unless otherwise provided by these Bylaws
or any such rules or resolutions, notice of the time and place of each meeting
of a committee shall be given to each member of such committee as provided in
Section 4.6 of these Bylaws with respect to notices of special meetings of the
Board of Directors.

                      (b) Each committee shall keep regular minutes of its
proceedings and report the same to the Board of Directors when required.

                      (c) Any member of any committee may be removed from such
committee either with or without cause, at any time, by the Board of Directors
at any meeting thereof. Any vacancy in any committee shall be filled by the
Board of Directors in the manner prescribed by the Certificate of Incorporation
or these Bylaws for the original appointment of the members of such committee.
   8
5.                OFFICERS.

                  5.1 Number. (a) The officers of the Corporation shall include
a Chief Executive Officer, a President, one or more Vice Presidents (including
one or more Executive Vice Presidents and one or more Senior Vice Presidents if
deemed appropriate by the Board of Directors), a Secretary, a Treasurer, and a
Controller. The Board of Directors shall also elect a Chairman of the Board and
may elect a Vice Chairman of the Board. The Board of Directors may also elect
such other officers as the Board of Directors may from time to time deem
appropriate or necessary. Except for the Chairman of the Board, the Vice
Chairman of the Board, and the Chief Executive Officer, none of the officers of
the Corporation needs to be a director of the Corporation. Any two or more
offices may be held by the same person to the extent permitted by the GCLD.

                      (b) The Board of Directors may delegate to the Chief
Executive Officer or President the power to appoint one or more employees of the
Corporation as divisional or departmental vice presidents and fix the duties of
such appointees. However, no such divisional or departmental vice president
shall be considered as an officer of the Corporation, the officers of the
Corporation being limited to those officers elected by the Board of Directors.

                  5.2 Election of Officers, Qualification and Term. The officers
of the Corporation shall be elected from time to time by the Board of Directors
and, except as may otherwise be expressly provided in a contract of employment
duly authorized by the Board of Directors, shall hold office at the pleasure of
the Board of Directors.

                  5.3 Removal. Any officer elected by the Board of Directors may
be removed, either with or without cause, by the Board of Directors at any
meeting thereof, or to the extent delegated to the Chairman of the Board or the
Chief Executive Officer, by the Chairman of the Board or the Chief Executive
Officer.

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

                  5.5 Salaries. The salaries of all officers of the Corporation
shall be fixed by the Board of Directors from time to time, and no officer shall
be prevented from receiving such salary by reason of the fact that he or she is
also a Director of the Corporation.

                  5.6 The Chairman of the Board. The Chairman of the Board shall
have the powers and duties customarily and usually associated with the office of
the Chairman of the Board. The Chairman of the Board shall preside at meetings
of the stockholders and of the Board of Directors.

                  5.7 Vice Chairman of the Board. The Vice Chairman of the Board
shall
   9
have the powers and duties customarily and usually associated with the office of
the Vice Chairman of the Board.

                  5.8 Chief Executive Officer. The Chief Executive Officer shall
have, subject to the supervision, direction and control of the Board of
Directors, the general powers and duties of supervision, direction and
management of the affairs and business of the Corporation usually vested in the
chief executive officer of a corporation, including, without limitation, all
powers necessary to direct and control the organizational and reporting
relationships within the Corporation. If at any time the office of the Chairman
of the Board and the Vice Chairman of the Board shall not be filled, or in the
event of the temporary absence or disability of the Chairman of the Board and
the Vice Chairman of the Board, the Chief Executive Officer shall have the
powers and duties of the Chairman of the Board.

                  5.9 The President. The President shall serve as chief
operating officer and shall have such other powers and perform such other duties
as may be delegated to him or her from time to time by the Board of Directors or
the Chief Executive Officer.

                  5.10 The Vice Presidents. Each Vice President shall have such
powers and perform such duties as may from time to time be assigned to him or
her by the Board of Directors, the Chief Executive Officer, or the President.

                  5.11 The Secretary and the Assistant Secretary. (a) The
Secretary shall attend meetings of the Board of Directors and meetings of the
stockholders and record all votes and minutes of all such proceedings in a book
kept for such purpose. He or she shall have all such further powers and duties
as generally are incident to the position of Secretary or as may from time to
time be assigned to him or her by the Board of Directors, the Chief Executive
Officer, or the President.

                      (b) Each Assistant Secretary shall have such powers and
perform such duties as may from time to time be assigned to him or her by the
Board of Directors, the Chief Executive Officer, the President, or the
Secretary. In case of the absence or disability of the Secretary, the Assistant
Secretary designated by the Chief Executive Officer (or, in the absence of such
designation, by the Secretary) shall perform the duties and exercise the powers
of the Secretary.

                  5.12 The Treasurer and the Assistant Treasurer. (a) The
Treasurer shall have custody of the Corporation's funds and securities and shall
keep full and accurate accounts of receipts and disbursements in books belonging
to the Corporation and shall deposit or cause to be deposited moneys or other
valuable effects in the name and to the credit of the Corporation in such
depositories as may be designated by the Board of Directors. The Treasurer shall
also maintain adequate records of all assets, liabilities, and transactions of
the Corporation and shall see that adequate audits thereof are currently and
regularly made. The Treasurer shall have such other powers and perform such
other duties that generally are incident to the position of Treasurer or as may
from time to time be assigned to him or her by the Board of Directors, the Chief
Executive Officer, or the President.
   10
                      (b) Each Assistant Treasurer shall have such powers and
perform such duties as may from time to time be assigned to him or her by the
Board of Directors, the Chief Executive Officer, the President, or the
Treasurer. In case of the absence or disability of the Treasurer, the Assistant
Treasurer designated by the Chief Executive Officer (or, in the absence of such
designation, by the Treasurer) shall perform the duties and exercise the powers
of the Treasurer.

                  5.13 Controller. The Controller shall be responsible for
maintaining the accounting records and statements, and shall properly account
for all monies and obligations due the Corporation and all properties, assets,
and liabilities of the Corporation. The Controller shall render to the Chairman
of the Board or the President such periodic reports covering the results of
operations of the Corporation as may be required by either of them or by law.

6.                STOCK

                  6.1 Certificates. Certificates for shares of stock of the
Corporation shall be issued under the seal of the Corporation, or a facsimile
thereof, and shall be numbered and shall be entered in the books of the
Corporation as they are issued. Each certificate shall bear a serial number,
shall exhibit the holder's name and the number of shares evidenced thereby, and
shall be signed by the Chairman of the Board or a Vice Chairman, if any, or the
Chief Executive Officer or the President or any Vice President, and by the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer.
Any or all of the signatures on the certificate may be a facsimile. In case any
officer, transfer agent, or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent, or registrar before such certificate is issued, it may
be issued by the corporation with the same effect as if such person or entity
were such officer, transfer agent, or registrar at the date of issue.

                  6.2 Transfers. Transfers of stock of the Corporation shall be
made on the books of the Corporation only upon surrender to the Corporation of a
certificate (if any) for the shares duly endorsed or accompanied by proper
evidence of succession, assignment, or authority to transfer, provided such
succession, assignment, or transfer is not prohibited by the Certificate of
Incorporation, these Bylaws, applicable law or contract. Thereupon, the
Corporation shall issue a new certificate (if requested) to the person entitled
thereto, cancel the old certificate (if any), and record the transaction upon
its books.

                  6.3 Lost, Stolen, or Destroyed Certificates. Any person
claiming a certificate of stock to be lost, stolen, or destroyed shall make an
affidavit or an affirmation of that fact, and shall give the Corporation a bond
of indemnity in satisfactory form and with one or more satisfactory sureties,
whereupon a new certificate (if requested) may be issued of the same tenor and
for the same number of shares as the one alleged to be lost, stolen, or
destroyed.

                  6.4 Registered Stockholders. The Corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares as the person
   11
entitled to exercise the rights of a stockholder and shall not be bound to
recognize any equitable or other claim to or interest in any such shares on the
part of any other person, whether or not it shall have express or other notice
thereof, except as otherwise expressly provided by the GCLD.

                  6.5 Additional Powers of the Board. (a) In addition to those
powers set forth in Section 4.1, the Board of Directors shall have power and
authority to make all such rules and regulations as it shall deem expedient
concerning the issue, transfer, and registration of certificates for shares of
stock of the Corporation, including the use of uncertificated shares of stock
subject to the provisions of the GCLD.

                      (b) The Board of Directors may appoint and remove transfer
agents and registrars of transfers, and may require all stock certificates to
bear the signature of any such transfer agent and/or any such registrar of
transfers.

7.                INDEMNIFICATION

                  7.1 Each person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, or investigative (hereinafter a
"proceeding"), by reason of the fact that he or she, or the person of whom he or
she is the legal representative, 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, employee, or agent of another corporation or of a
partnership, joint venture, trust, or other enterprise, including service with
respect to employee benefit plans, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the GCLD, 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 said law permitted the Corporation to provide prior
to such amendment), against all expenses, liability, and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties, and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such person
in connection therewith and such indemnification shall continue as to a person
who has ceased to be a director, officer, employee, or agent and shall inure to
the benefit of his or her heirs, executors, and administrators; provided,
however, that, except as provided in this Article 7, the Corporation shall
indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if authorized by the
Board of Directors of the Corporation. Any indemnification under this Article 7
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee, or agent is proper in the circumstances because he or she has
met the applicable standard set forth in the GCLD. Such a determination shall be
made (a) by a majority vote of the directors who are not parties to such action,
suit or proceeding, even though less than a quorum; (b) by a committee of such
directors designated by majority vote of such directors, even though less than a
quorum; (c) by independent legal counsel (compensated by the Corporation) in a
written opinion; (d) by the stockholders; or (e) in any other manner permitted
by the GCLD. In addition to the right to indemnification conferred in this
Article 7, each of the above persons shall have the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in advance of
   12
its final disposition; provided, however, that, if the GCLD requires, the
payment of such expenses incurred by a present director or officer in his or her
capacity as a director or officer of the corporation (and not in any other
capacity in which service was or is rendered by such person while a director or
officer, including, without limitation, service to an employee benefit plan) in
advance of the final disposition of a proceeding, shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of such present
director or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Article 7 or otherwise. The Corporation may, by any manner permitted by the
GCLD, provide indemnification and advancement of expenses to employees and
agents of the Corporation with the same scope and effect as the foregoing
indemnification of directors and officers. The right to indemnification and to
an advancement of expenses conferred in this Article 7 shall be a contract
right.

                  7.2 If a claim under Section 7.1 of this Article 7 is not paid
in full by the Corporation within 30 days after a written claim has been
received by the Corporation, the claimant may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to be paid also
the expense of prosecuting such claim (including attorneys' fees). It shall be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Corporation) that the claimant has not met the standard of
conduct which makes it permissible under the GCLD for the Corporation to
indemnify the claimant for the amount claimed, but the burden of proving such
defense shall be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors, a committee thereof, independent legal
counsel, or its stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he or she has met the applicable standard of conduct
set forth in the GCLD, nor an actual determination by the Corporation (including
its Board of Directors, a committee thereof, independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct. In any suit brought by the claimant
to enforce a right to indemnification or to an advancement of expenses
hereunder, or brought by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the burden of proving that the claimant
is not entitled to be indemnified, or to such advancement of expenses, under
this Article 7 or otherwise shall be on the Corporation.

                  7.3 The rights to indemnification and the payment of expenses
incurred in defending a proceeding in advance of its final disposition conferred
in this Article 7, shall not be exclusive of any other right that any person may
have or hereafter acquire under any statute, provision of the certificate of
incorporation of the Corporation, this bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.

                  7.4 The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee, or agent of the Corporation
or another corporation,
   13
partnership, joint venture, trust, or other enterprise against any such 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 GCLD.

                  7.5 The Corporation may enter into an indemnity agreement with
any director, officer, employee, or agent of the Corporation, or of another
corporation, partnership, joint venture, trust, or other enterprise, upon terms
and conditions that the Board of Directors deems appropriate, as long as the
provisions of the agreement are not impermissible under applicable law.

                  7.6 Any amendment or repeal of this Article 7 shall not be
retroactive in effect.

                  7.7 In case any provision in this Article 7 shall be
determined at any time to be unenforceable in any respect, the other provisions
shall not in any way be affected or impaired thereby, and the affected provision
shall be given the fullest possible enforcement in the circumstances, it being
the intention of the Corporation to afford indemnification and advancement of
expenses to the persons indemnified hereby to the fullest extent permitted by
law.

                  7.8 The Corporation may, by action of the Board of Directors,
authorize one or more officers to grant rights to indemnification and
advancement of expenses to former directors and officers or to other employees
or agents of the Corporation on such terms and conditions as such officer or
officers deem appropriate under the circumstances.


8.                MISCELLANEOUS

                  8.1 Place and Inspection of Books. (a) The books of the
Corporation other than such books as are required by law to be kept within the
State of Delaware shall be kept in such place or places either within or without
the State of Delaware as the Board of Directors may from time to time determine.

                      (b) At least ten days before each meeting of stockholders,
the officer in charge of the stock ledger of the Corporation shall prepare a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order and showing the address of each stockholder and the number 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 ten 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
specified, at the place where the meeting is to be held. The 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.

                      (c) The Board of Directors shall determine from time to
time
   14
whether and, if allowed, when and under what conditions and regulations the
accounts and books of the Corporation (except such as may be by law specifically
open to inspection or as otherwise provided by these Bylaws) or any of them
shall be open to the inspection of the stockholders and the stockholders' rights
in respect thereof.

                  8.2 Voting Shares in Other Corporations. The Chief Executive
Officer, the President, or any other officer of the Corporation designated by
the Board of Directors may vote any and all shares held by the Corporation in
any other corporation.

                  8.3 Fiscal Year. The fiscal year of the Corporation shall be
such fiscal year as the Board of Directors from time to time by resolution shall
determine.

                  8.4 Gender/Number. As used in these Bylaws, the masculine,
feminine, or neuter gender, and the singular or plural number, shall each
include the others whenever the context so indicates.

                  8.5 Paragraph Titles. The titles of the paragraphs have been
inserted as a matter of reference only and shall not control or affect the
meaning or construction of any of the terms and provisions hereof.

                  8.6 Amendment. These Bylaws may be altered, amended, or
repealed by (a) the affirmative vote of 80% or more of the aggregate number of
votes that the holders of the then outstanding shares of common stock and
preferred stock are entitled to cast on the amendment, or (b) by resolution
adopted by the affirmative vote of not less than a majority of the Directors in
office, at any annual or regular meeting of the Board of Directors or at any
special meeting of the Board of Directors if notice of the proposed alteration,
amendment, or repeal be contained in written notice of such special meeting.
Notwithstanding the foregoing, the amendment of any provision of these Bylaws
that requires an affirmative vote in excess of a majority of the Directors in
office shall require the affirmative vote of at least the number of directors
the affirmative vote of whom is required by such provision.

                  8.7 Certificate of Incorporation. Notwithstanding anything to
the contrary contained herein, if any provision contained in these Bylaws is
inconsistent with or conflicts with a provision of.the Certificate of
Incorporation, such provision of these Bylaws shall be superseded by the
inconsistent provision in the Certificate of Incorporation to the extent
necessary to give effect to such provision in the Certificate of Incorporation.

EX-7.1

   1
                              Conectiv Energy, Inc.

                                       7.1

                         Certificate of Incorporation of
                              Conectiv Energy, Inc.
                             Filed February 18, 1998
   2
                          CERTIFICATE OF INCORPORATION
                                       OF
                              CONECTIV ENERGY, INC.

         FIRST:  The name of the Corporation is Conectiv Energy, Inc.

         SECOND: The registered office of Conectiv Energy, Inc. in the State of
Delaware is located at 800 King Street, Wilmington, County of New Castle, 19801,
and its registered agent shall be the Corporation itself.

         THIRD: The purpose of the Corporation and the nature and objects of the
business to be transacted, promoted, conducted or carried out are:

                    To engage in any lawful act or activity for
                    which corporations may be organized under the
                    General Corporation Law of the State of
                    Delaware.

         FOURTH: The total number of shares of stock that the Corporation shall
be authorized to issue is One Thousand (1,000) shares of Common Stock having a
par value of One Dollar ($1.00) per share.

         FIFTH: The name and mailing address of the Incorporator of the
Corporation is:



                  Name                                    Address
                  ----                                    -------
                                               
                  Diana C. DeAngelis                 P.O. Box 6066
                                                     Newark, DE 19714-6066


         SIXTH: The names and mailing addresses of the directors who shall serve
until the first annual meeting of stockholders or until their successors are
elected and qualify are:



                  Name                                        Address
                                                           
                  Howard E. Cosgrove                          P.O. Box 231
                                                              Wilmington, DE 19899

                  Barry R. Elson                              P.O. Box 231
                                                              Wilmington, DE 19899

   3
                                                           
                  Barbara S. Graham                           P.O. Box 231
                                                              Wilmington, DE 19899

                  Meredith I. Harlacher                       P.O. Box 231
                                                              Wilmington, DE 19899

                  Thomas S. Shaw                              P.O. Box 231
                                                              Wilmington, DE 19899



         SEVENTH: The Board of Directors may make, add to, delete from, alter
and repeal any By-law of the Corporation.

         EIGHTH: No director of the Corporation shall be personally liable to
the Corporation for monetary damages for breach of fiduciary duty by such
director, provided, however, that this Article EIGHTH shall not eliminate or
limit the liability of a director to the extent provided by law (i) for any
breach of the director's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the General
Corporation Law of the State of Delaware, or (iv) for any transaction from which
the director derived an improper personal benefit. The Corporation shall
indemnify its directors, officers, employees and agents against expenses,
judgment, fines and amounts paid in settlement actually and reasonably incurred
by them by reason of their serving in such capacity to the fullest extent
permitted by the Delaware General Corporation Law.

         I, the undersigned, being the Incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this Certificate of Incorporation, hereby declaring
and certifying that this is my act and deed and that the facts herein stated are
true and accordingly have hereunto set my hand and seal this 17th day of
February, 1998.



                                          ----------------------------------
                                          Diana C. DeAngelis

EX-8.1

   1
                             Conectiv Services, Inc.

                                       8.1

                          Certificate of Incorporation
                               Filed June 26, 1996
   2
                          CERTIFICATE OF INCORPORATION
                                       OF
                            SERVICE CONFIDENCE, INC.

         FIRST. The name of the Corporation is Service Confidence, Inc.

         SECOND: The registered office of Service Confidence, Inc. in the State
of Delaware is located at Christiana Building, Pennsylvania Wing, 252 Chapman
Road, City of Newark, and County of New Castle, 19714, and its registered agent
shall be the Corporation itself.

         THIRD: The purpose of the Corporation and the nature and objects of the
business to be transacted, promoted, conducted or carried out are:

                 To engage in any lawful act or activity for
                 which corporations may be organized under
                 the General Corporation Law of the State of
                 Delaware.

         FOURTH: The total number of shares of stock that the Corporation shall
be authorized to issue is One Thousand (1,000) shares of Common Stock having a
par value of One Dollar ($1.00) per share.

         FIFTH: The names mailing address of the Incorporator of the Corporation
is:



                  Name                                        Address
                                                           
                  Steven L. Biener                            Christiana Building
                                                              252 Chapman Road
                                                              Newark, DE 19714


         SIXTH: The names and mailing addresses of the directors who shall serve
until the first annual meeting of stockholders or until their successors are
elected and qualify are:



                  Name                                        Address
                                                           
                  Joseph W. Ford                              800 King Street
                                                              Wilmington, DE 19801

                  Barbara S. Graham                           800 King Street
                                                              Wilmington, DE 19801

   3
                                                           
                  Philip S. Reese                             Christiana Building
                                                              252 Chapman Road
                                                              Newark, DE 19714

                  Jay O. Carmean                              Christiana Building
                                                              252 Chapman Road
                                                              Newark, DE 19714

                  Richard J. Squadron                         Christiana Building
                                                              252 Chapman Road
                                                              Newark, DE 19714



         SEVENTH: The Board of Directors may make, add to, delete from, alter
and repeal any By-law of the Corporation.

         EIGHTH: No director of the Corporation shall be personally liable to
the Corporation for monetary damages for breach of fiduciary duty by such
director; provided, however; that this Article EIGHTH shall not eliminate or
limit the liability of a director to the extent provided by law (i) for any
breach of the director's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the General
Corporation Law of the State of Delaware, or (iv) for any transaction from which
the director derived an improper personal benefit. The Corporation shall
indemnify its directors, officers, employees and agents against expenses,
judgment fines and amounts paid in settlement actually and reasonably incurred
by them by reason of their serving in such capacity to the fullest extent
permitted by the Delaware General Corporation Law.

         I, the undersigned, being the Incorporation hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this Certificate of Incorporation, hereby declaring
and certifying that this is my act and deed and that the facts herein stated are
true accordingly have hereunto set my hand and seal this 25th day of June, 1996.


                               --------------------------------------
                               Steven L. Biener

EX-8.2

   1
                             Conectiv Services, Inc.

                                       8.2

                        Certificate of Merger of Delcard
                                Associates, Inc.
                             Filed October l6, 1996
   2
                              CERTIFICATE OF MERGER
                                       OF
                            DELCARD ASSOCIATES, INC.,
                             a Delaware Corporation,
                                      INTO
                            SERVICE CONFIDENCE, INC.,
                             a Delaware Corporation

         The undersigned corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware,

         DOES HEREBY CERTIFY:

         FIRST: That the name and state of incorporation of each of the
constituent corporations of the merger are as follows:



         NAME                               STATE OF INCORPORATION
                                         
         Delcard Associates, Inc.           Delaware
         Service Confidence, Inc.           Delaware


         SECOND: That an agreement of merger among the parties to the merger has
been approved, adopted, certified, executed and acknowledged by each of the
constituent corporations and their respective stockholders in accordance with
the requirements of subsection (c) of Section 251 and Sections 228 and 141 of
the General Corporation Law of the State of Delaware.

         THIRD: That the surviving corporation shall be Service Confidence,
Inc., a Delaware corporation, and the name of the surviving corporation is
Service Confidence, Inc.
   3
         FOURTH: That the certificate of incorporation and bylaws of Service
Confidence, Inc., a Delaware corporation, shall be the certificate of
incorporation and bylaws of the surviving corporation.

         FIFTH: That the executed agreement of merger is on file at the
principal place of business of the surviving corporation. The address of the
principal place of business of the surviving corporation is 252 Chapman Road,
Newark, DE 19714.

         SIXTH: That a copy of the agreement of merger will be furnished by the
surviving corporation, on request and without cost, to any stockholder of any
constituent corporation.

         SEVENTH: That the authorized capital stock and par value of each of the
constituent corporations are as follows:



                           STATE OF                  AUTHORIZED                 PAR
NAME                       INCORPORATION             CAPITAL STOCK             VALUE
                                                                       
Service Confidence,        Delaware                  1,000 shares/              $1.00
Inc.                                                 common stock

Delcard Associates         Delaware                  100 shares/Class           $1.00
Inc.                                                 A common stock

                                                     10,000 shares/             $1.00
                                                     Class B common
                                                     Stock



                                       SERVICE CONFIDENCE, INC.


                                       BY: __________________________________
                                           Joseph W. Ford, President

EX-8.3

   1
                             Conectiv Services, Inc.

                                       8.3

                           Certificate of Amendment of
                     Certificate of Incorporation of Service
                                Confidence, Inc.
                               Filed March 6, 1997
   2
                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                            SERVICE CONFIDENCE, INC.

                         Pursuant to Section 242 of the
                           General Corporation Law of
                              the State of Delaware

         The undersigned, the President and Assistant Secretary of Service
Confidence, Inc. (the "Company"), a corporation duly organized and validly
existing under the General Corporation Law of the State of Delaware do hereby
certify that the following resolution was submitted to, approved and adopted by
unanimous written consent of the Board of Directors of the Company pursuant to
Section 141 of the General Corporation Law of the State of Delaware, all in
accordance with Section 242 of the General Corporation Law of the State of
Delaware:


               RESOLVED, That the Certificate of Incorporation of
          the Company be, and hereby is, amended by deleting the title
             and the first paragraph thereof and substituting in lieu
                             thereof the following:

                          "CERTIFICATE OF INCORPORATION

                                       OF

                             CONECTIV SERVICES, INC

                      FIRST: The name of the Corporation is
                  Conectiv Services, Inc."

         IN WITNESS WHEREOF, the Company has caused this certificate to be
executed by its President and attested to by its Assistant Secretary this 6th
day of March, 1997.

Attest:


                                         
By: ____________________________            By: ________________________________
     Thomas E. Miloszewski                                    Joseph W. Ford
     Assistant Secretary                                      President

EX-8.4

   1
                               Conectiv Services,
                                      Inc.

                                       8.4

                                     Bylaws
   2
                                     BYLAWS
                                       OF
                             CONECTIV SERVICES, INC.


1.       OFFICES.

         1.1 Offices. In addition to its registered office in the State of
Delaware, the Corporation shall have a corporate office in Newark, Delaware, and
such other offices, either within or without the State of Delaware, at such
locations as the Board of Directors may from time to time determine or the
business of the Corporation may require.

2.       SEAL.

         2.1 Seal. The Corporation shall have a seal, which shall have inscribed
thereon its name and year of incorporation and the words, "Corporate Seal
Delaware."

3.       MEETINGS OF STOCKHOLDERS.

         3.1 Annual Meetings. The annual meeting of stockholders of the
Corporation shall be held on such date, at such time and at such place within or
without the State of Delaware as shall be determined by the Board of Directors
from time to time.

         3.2 Special Meetings. Special meetings of the stockholders of the
Corporation shall be held on such date, at such time and at such place within or
without the State of Delaware as may be designated by the Chairman of the Board
or by the Board of Directors.

         3.3 Notice of Meetings. (a) Notices of meetings of stockholders shall
be in writing and shall state the place, date, and hour of the meeting, and, in
the case of a special meeting, the purpose or purposes for which a meeting is
called. No business other than that specified in the notice thereof shall be
transacted at any special meeting.

         (b)      Such notice shall either be delivered personally or mailed,
postage prepaid, to each stockholder entitled to vote at such meeting not less
than 10 nor more than 60 days before the date of the meeting. If mailed, the
notice shall be directed to the stockholder at his or her address as it appears
on the records of the Corporation. Personal delivery of any such notice to any
officer of a corporation or association or to any member of a partnership shall
constitute delivery of such notice to such corporation, association, or
partnership.

         (c)      Notice of any meeting of stockholders need not be given to any
stockholder if waived by such stockholder in writing, whether before or after
such meeting is held, or if such stockholder shall sign the minutes or attend
the meeting, except that if such

                                       2
   3
stockholder 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, such stockholder shall not be deemed to have
waived notice of such meeting.

         3.4 Adjourned Meetings. When a meeting is adjourned to another time or
place, unless otherwise provided by these Bylaws, notice need not be given of
the adjourned meeting if the time and place thereof are announced at the meeting
at which the adjournment is taken. At the adjourned meeting the stockholders may
transact any business that might have been transacted at the original meeting.
If an adjournment is for more than 30 days, or if after an adjournment, a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder entitled to vote at the meeting.

         3.5 Quorum and Adjournment. Except as otherwise provided by law, by the
Certificate of Incorporation of the Corporation, or by these Bylaws, the
presence, in person or by proxy, of the holders of a majority of the aggregate
voting power of the stock issued and outstanding, entitled to vote thereat,
shall constitute a quorum for the transaction of business at all meetings of
stockholders. If such majority shall not be present or represented at any
meeting of stockholders, the stockholders present, although less than a quorum,
shall have the power to adjourn the meeting.

         3.6 Vote Required. Except as otherwise provided by law or by the
Certificate of Incorporation:

                  (a)      Directors shall be elected by a plurality of the
votes present in person or represented by proxy at a meeting of stockholders and
entitled to vote in the election of directors, and

                  (b)      whenever any corporate action other than the election
of Directors is to be taken, it shall be authorized by a majority in voting
power of the shares present in person or by proxy at a meeting of stockholders
and entitled to vote on the subject matter.

         3.7 Manner of Voting. At each meeting of stockholders, each stockholder
having the right to vote shall be entitled to vote in person or by proxy.
Proxies need not be filed with the Secretary of the Corporation until the
meeting is called to order, but shall be filed before being voted. Each
stockholder shall be entitled to vote each share of stock having voting power
registered in his or her name on the books of the Corporation on the record date
fixed for determination of stockholders entitled to vote at such meeting.

         3.8 Stockholder Action Without a Meeting. Except as otherwise provided
by law or by the Certificate of Incorporation, any action required to be taken
at any meeting of stockholders of the corporation, or any action that may be
taken at any annual or special meeting of such stockholders, may be taken
without a meeting, without prior notice, and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote

                                       3
   4
thereon were present and voted. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent shall be given
to those stockholders who have not consented in writing and who, if the action
had been taken at a meeting, would have been entitled to notice of the meeting
if the record date for such meeting had been the date that written consents
signed by a sufficient number of the holders to take the action were delivered
to the Corporation.

         3.9 Proxies. (a) At any meeting of stockholders, any stockholder may be
represented and vote by proxy or proxies appointed by a written form of proxy.
In the event that any form of proxy shall designate two or more persons to act
as proxies, a majority of such persons present at the meeting or, if only one
shall be present, then that one shall have and may exercise all of the powers
conferred by the form of proxy upon all of the persons so designated unless the
form of proxy shall otherwise provide.

                  (b)      The Board of Directors may, in advance of any annual
or special meeting of the stockholders, prescribe additional regulations
concerning the manner of execution and filing of proxies and the validation of
the same, which are intended to be voted at any such meeting.

         3.10 Presiding Officer and Secretary. The Chairman of the Board shall
act as chairman of all meetings of the stockholders. In the absence of the
Chairman of the Board, the Vice Chairman of the Board or, in his or her absence,
the Chief Executive Officer or, in his or her absence, the President or, in his
or her absence, any Vice President designated by the Board of Directors shall
act as chairman of the meeting.

         The Secretary of the Corporation shall act as secretary of all meetings
of the stockholders, but, in the absence of the Secretary, the Assistant
Secretary designated in accordance with Section 5.11(b) of these Bylaws shall
act as secretary of all meetings of the stockholders, but in the absence of a
designated Assistant Secretary, the chairman of the meeting may appoint any
person to act as secretary of the meeting.

         3.11 Procedure. At each meeting of stockholders, the chairman of the
meeting shall fix and announce the date and time of the opening and the closing
of the polls for each matter upon which the stockholders will vote at the
meeting and shall determine the order of business and all other matters of
procedure. Except to the extent inconsistent with any such rules and regulations
as adopted by the Board of Directors, the chairman of the meeting may establish
rules, which need not be in writing, to maintain order and safety and for the
conduct of the meeting. Without limiting the foregoing, he or she may:

                  (a)      restrict attendance at any time to bona fide
stockholders of record and their proxies and other persons in attendance at the
invitation of the chairman;

                  (b)      restrict dissemination of solicitation materials and
use of audio or visual recording devices at the meeting;

                  (c)      adjourn the meeting without a vote of the
stockholders, whether

                                       4
   5
or not there is a quorum present; and

                  (d)      make rules governing speeches and debate, including
time limits and access to microphones.

The chairman of the meeting shall be entitled to act in his or her absolute
discretion and his or her rulings shall not be subject to appeal.

4.       DIRECTORS.

         4.1 Powers. The Board of Directors shall exercise all of the powers of
the Corporation except such as are by law, or by the Certificate of
Incorporation of this Corporation or by these Bylaws conferred upon or reserved
to the stockholders of any class or classes.

         4.2 Resignations. Any Director may resign at any time by giving written
notice to the Board of Directors or the Secretary. Such resignation shall take
effect at the date of receipt of such notice or at any later time specified
therein. Acceptance of such resignation shall not be necessary to make it
effective.

         4.3 Presiding Officer and Secretary. The Chairman of the Board shall
act as chairman of all meetings of the Board of Directors. In the absence of the
Chairman of the Board, the Vice Chairman of the Board, or in his absence, the
Chief Executive Officer or other person designated by the Board of Directors
shall act as chairman of the meeting.

         The Secretary of the Corporation shall act as secretary of all meetings
of the Board of Directors, but, in the absence of the Secretary, the Assistant
Secretary designated in accordance with Section 5.11(b) of these Bylaws shall
act as secretary of all meetings of the Board of Directors, but in the absence
of a designated Assistant Secretary, the chairman of the meeting may appoint any
person to act as secretary of the meeting.

         4.4 Annual Meetings. The Board of Directors shall meet each year
immediately following the annual meeting of stockholders, at the place where
such meeting of stockholders has been held, or at such other place as shall be
fixed by the person presiding over the meeting of the stockholders, for the
purpose of election of officers and consideration of such other business as the
Board of Directors considers relevant to the management of the Corporation. In
the event that in any year Directors are elected by written consent in lieu of
an annual meeting of stockholders, the Board of Directors shall meet in such
year as soon as practicable after receipt of such written consent by the
Corporation at such time and place as shall be fixed by the Chairman of the
Board, for the purpose of election of officers and consideration of such other
business as the Board of Directors considers relevant to the management of the
Corporation.

         4.5 Regular Meetings. Regular meetings of the Board of Directors shall
be held on such dates and at such times and places, within or without the state
of Delaware, as shall from time to time be determined by the Board of Directors.
In the absence of any such

                                       5
   6
determination, such meetings shall be held at such times and places, within or
without the State of Delaware, as shall be designated by the Chairman of the
Board on not less than twelve hours notice to each Director, given verbally or
in writing, whether personally, by telephone (including by message or recording
device), by facsimile transmission, by telegram, or by telex, or on not less
than three (3) calendar days' notice to each Director given by mail.

         4.6 Special Meetings. Special meetings of the Board of Directors shall
be held at the call of the Chairman of the Board at such times and places,
within or without the State of Delaware, as he or she shall designate, on not
less than twelve hours notice to each Director, given verbally or in writing,
whether personally, by telephone (including by message or recording device), by
facsimile transmission, by telegram, or by telex, or on not less than three (3)
calendar days' notice to each Director given by mail. Special meetings shall be
called by the Secretary on like notice at the written request of a majority of
the Directors then in office.

         4.7 Quorum and Powers of a Majority. At all meetings of the Board of
Directors and of each committee thereof, a majority of the members shall be
necessary and sufficient to constitute a quorum for the transaction of business,
and the act of a majority of the members present at any meeting at which a
quorum is present shall be the act of the Board of Directors or such committee,
unless by express provision of law, of the Certificate of Incorporation, or of
these Bylaws, a different vote is required, in which case such express provision
shall govern and control. In the absence of a quorum, a majority of the members
present at any meeting may, without notice other than announcement at the
meeting, adjourn such meeting from time to time until a quorum is present.

         4.8 Waiver of Notice. Notice of any meeting of the Board of Directors,
or any committee thereof, need not be given to any member if waived by him or
her in writing, whether before or after such meeting is held, or if he or she
shall sign the minutes or attend the meeting, except that if such Director
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, then such Director shall not be deemed to have waived notice
of such meeting.

         4.9 Manner of Acting. (a) Members of the Board of Directors, or any
committee thereof, may participate in any meeting of the Board of Directors or
such committee by means of conference telephone or similar communications
equipment by means of which all persons participating therein can hear each
other, and participation in a meeting by such means shall constitute presence in
person at such meeting.

                  (b)      Any action required or permitted to be taken at any
meeting of the Board of Directors or any committee thereof may be taken without
a meeting if all members of the Board of Directors or such committee, as the
case may be, consent thereto in writing, and the writings are filed with the
minutes of proceedings of the Board of Directors or such committee.

         4.10 Compensation. (a) The Board of Directors, by a resolution or

                                       6
   7
resolutions, may fix, and from time to time change, the compensation of
Directors.

         (b) Each Director shall be entitled to reimbursement from the
Corporation for his or her reasonable expenses incurred with respect to duties
as a member of the Board of Directors or any committee thereof.

         (c) Nothing contained in these Bylaws shall be construed to preclude
any Director from serving the Corporation in any other capacity and from
receiving compensation from the Corporation for service rendered to it in such
other capacity.

         4.11 Committees. The Board of Directors (or any committee thereof
having the power and authority to do so) may designate one or more committees,
each committee to consist of one or more Directors, which to the extent provided
in said resolution or resolutions shall have and may exercise the powers and
authority of the Board of Directors in the management of the business and
affairs of the corporation; provided, however, that no such committee shall have
the power or authority in reference to the following matters: (i) approving or
adopting, or recommending to the stockholders, any action or matter expressly
required by the General Corporation Law of Delaware (the "GCLD") to be submitted
to stockholders for approval or (ii) adopting, amending, or repealing any bylaw
of the Corporation. The Board of Directors may designate one or more directors
as alternate members of any committee, who may replace any absent or
disqualified member of the committee. In the absence or disqualification of a
member of a committee, the member or members present at any meeting of such
committee and not disqualified from voting, whether or not such member of
members constitute a quorum, may unanimously appoint another member of the board
of directors to act at the meeting in place of such absent or disqualified
director.

         4.12 Committee Procedure, Limitations of Committee Powers. (a) Except
as otherwise provided by these Bylaws, each committee shall adopt its own rules
governing the time, place and method of holding its meetings and the conduct of
its proceedings and shall meet as provided by such rules or by resolution of the
Board of Directors. Unless otherwise provided by these Bylaws or any such rules
or resolutions, notice of the time and place of each meeting of a committee
shall be given to each member of such committee as provided in Section 4.6 of
these Bylaws with respect to notices of special meetings of the Board of
Directors.

                  (b)      Each committee shall keep regular minutes of its
proceedings and report the same to the Board of Directors when required.

                  (c)      Any member of any committee may be removed from such
committee either with or without cause, at any time, by the Board of Directors
at any meeting thereof. Any vacancy in any committee shall be filled by the
Board of Directors in the manner prescribed by the Certificate of Incorporation
or these Bylaws for the original appointment of the members of such committee.

                                       7
   8
5.       OFFICERS.

         5.1 Number. (a) The officers of the Corporation shall include a Chief
Executive Officer, a President, one or more Vice Presidents (including one or
more Executive Vice Presidents and one or more Senior Vice Presidents if deemed
appropriate by the Board of Directors), a Secretary, a Treasurer, and a
Controller. The Board of Directors shall also elect a Chairman of the Board and
may elect a Vice Chairman of the Board. The Board of Directors may also elect
such other officers as the Board of Directors may from time to time deem
appropriate or necessary. Except for the Chairman of the Board, the Vice
Chairman of the Board, and the Chief Executive Officer, none of the officers of
the Corporation needs to be a director of the Corporation. Any two or more
offices may be held by the same person to the extent permitted by the GCLD.

                  (b)      The Board of Directors may delegate to the Chief
Executive Officer or President the power to appoint one or more employees of the
Corporation as divisional or departmental vice presidents and fix the duties of
such appointees. However, no such divisional or departmental vice president
shall be considered as an officer of the Corporation, the officers of the
Corporation being limited to those officers elected by the Board of Directors.

         5.2 Election of Officers, Qualification and Term. The officers of the
Corporation shall be elected from time to time by the Board of Directors and,
except as may otherwise be expressly provided in a contract of employment duly
authorized by the Board of Directors, shall hold office at the pleasure of the
Board of Directors.

         5.3 Removal. Any officer elected by the Board of Directors may be
removed, either with or without cause, by the Board of Directors at any meeting
thereof, or to the extent delegated to the Chairman of the Board or the Chief
Executive Officer, by the Chairman of the Board or the Chief Executive Officer.

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

         5.5 Salaries. The salaries of all officers of the Corporation shall be
fixed by the Board of Directors from time to time, and no officer shall be
prevented from receiving such salary by reason of the fact that he or she is
also a Director of the Corporation.

         5.6 The Chairman of the Board. The Chairman of the Board shall have the
powers and duties customarily and usually associated with the office of the
Chairman of the Board. The Chairman of the Board shall preside at meetings of
the stockholders and of the Board of Directors.

         5.7 Vice Chairman of the Board. The Vice Chairman of the Board shall

                                       8
   9
have the powers and duties customarily and usually associated with the office of
the Vice Chairman of the Board.

         5.8 Chief Executive Officer. The Chief Executive Officer shall have,
subject to the supervision, direction and control of the Board of Directors, the
general powers and duties of supervision, direction and management of the
affairs and business of the Corporation usually vested in the chief executive
officer of a corporation, including, without limitation, all powers necessary to
direct and control the organizational and reporting relationships within the
Corporation. If at any time the office of the Chairman of the Board and the Vice
Chairman of the Board shall not be filled, or in the event of the temporary
absence or disability of the Chairman of the Board and the Vice Chairman of the
Board, the Chief Executive Officer shall have the powers and duties of the
Chairman of the Board.

         5.9 The President. The President shall serve as chief operating officer
and shall have such other powers and perform such other duties as may be
delegated to him or her from time to time by the Board of Directors or the Chief
Executive Officer.

         5.10 The Vice Presidents. Each Vice President shall have such powers
and perform such duties as may from time to time be assigned to him or her by
the Board of Directors, the Chief Executive Officer, or the President.

         5.11 The Secretary and the Assistant Secretary. (a) The Secretary shall
attend meetings of the Board of Directors and meetings of the stockholders and
record all votes and minutes of all such proceedings in a book kept for such
purpose. He or she shall have all such further powers and duties as generally
are incident to the position of Secretary or as may from time to time be
assigned to him or her by the Board of Directors, the Chief Executive Officer,
or the President.

                  (b)      Each Assistant Secretary shall have such powers and
perform such duties as may from time to time be assigned to him or her by the
Board of Directors, the Chief Executive Officer, the President, or the
Secretary. In case of the absence or disability of the Secretary, the Assistant
Secretary designated by the Chief Executive Officer (or, in the absence of such
designation, by the Secretary) shall perform the duties and exercise the powers
of the Secretary.

         5.12 The Treasurer and the Assistant Treasurer. (a) The Treasurer shall
have custody of the Corporation's funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit or cause to be deposited moneys or other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board of Directors. The Treasurer shall also maintain
adequate records of all assets, liabilities, and transactions of the Corporation
and shall see that adequate audits thereof are currently and regularly made. The
Treasurer shall have such other powers and perform such other duties that
generally are incident to the position of Treasurer or as may from time to time
be assigned to him or her by the Board of Directors, the Chief Executive
Officer, or the President.

                                       9

EX-9.1

   1














                           Conectiv Plumbing, L.L.C.



                                      9.1



                      Certificate of Formation of Conectiv
                                Plumbing, L.L.C.
                             Filed January 15, 1998
   2
                            CERTIFICATE OF FORMATION
                                       OF
                           CONECTIVE PLUMBING, L.L.C.


               This Certificate of Formation of Conectiv Plumbing, L.L.C. (the
"LLC") dated January 15, 1998, is being duly executed and filed by Conectiv
Services, Inc., as an authorized person, to form a limited liability company
under the Delaware Limited Liability Company Act, 6 Del C. 18-101, et seq.

          FIRST:     The name of the LLC formed hereby is:

                           Conectiv Plumbing, L.L.C.

          SECOND:    The address of the registered office of the LLC in the
                     state of Delaware is:

                           252 Chapman Road
                           Newark, New Castle County, Delaware 19714

          THIRD:     The name and address of the registered agent for service
                     of process on the LLC in the State of Delaware is:

                           Conectiv Plumbing, L.L.C.
                           252 Chapman Road
                           Newark, New Castle County, Delaware 19714

          FOURTH:    The name and percentage interest of all the members of the
                     LLC is as follows:

                                                       Percentage
                     Name:                             Ownership Interest:
                     -----                             -------------------
                     Conectiv Services, Inc.           90%
                     Dennis C. O'Brien                 10%

                     IN WITNESS WHEREOF, the undersigned has executed this
Certificate of Formation as of the date first above written.


                                                       CONECTIV PLUMBING, L.L.C.



                                                       By:
                                                          ----------------------
                                                          Thomas Milozewski
                                                          An Authorized Person

EX-9.2

   1














                           Conectiv Plumbing, L.L.C.



                                      9.2



                             Operating Agreement of
                           Conectiv Plumbing, L.L.C.





                        CONFIDENTIAL TREATMENT REQUESTED

EX-10.1

   1














                          Conectiv Energy Supply, Inc.



                                      10.1



                        Certificate of Incorporation of
                            Delmarva Energy Company
                               Filed July 3, 1975
   2



                          CERTIFICATE OF INCORPORATION
                                       OF
                             DELMARVA ENERGY COMPANY


         FIRST: The name of this company is DELMARVA ENERGY COMPANY.

         SECOND: The registered office in the State of Delaware is located at
800 King Street, in the City of Wilmington, County of New Castle. The name and
address of its registered agent is Delmarva Energy Company, 800 King Street,
Wilmington, Delaware.

         THIRD: The nature of the business, or objects or purposes proposed to
be transacted, promoted or carried on are:

         (1)      To purchase or otherwise acquire, invest in, own, mortgage,
pledge, sell, lease, assign and transfer or otherwise dispose of, trade, deal in
and deal with goods, products, wares and merchandise and personal property of
every class and description.

         (2)      To engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of the State of Delaware.

         (3)      To acquire, and pay for in cash, stock or bonds of this
corporation or otherwise, the good will, rights, assets and property, and to
undertake or assume the whole or any part of the obligations or liabilities of
any.person, firm, association or corporation.

         (4)      To acquire, hold, use, sell, assign, lease, grant licenses in
respect of, mortgage or otherwise dispose of letters patent of the United States
or any foreign country, patent rights, licenses and privileges, inventions,
improvements and processes, copyrights, trademarks and trade names, relating to
or useful in connection with any business of this corporation.

         (5)      To acquire by purchase, subscription or otherwise, and to
receive, hold, own, guarantee, sell, assign, exchange, transfer, mortgage,
pledge or otherwise dispose of or deal in and with any of the shares of the
capital stock, or any voting trust certificates in respect of the shares of
capital stock, scrip, warrants, rights, bonds, debentures, notes, trust
receipts, and other securities, obligations, choses in action and evidences of
indebtedness or interest issued or

   3

created by any corporations, joint stock companies, syndicates, associations,
firms, trusts or persons, public or private, or by the government of the United
States of America, gr by any foreign government, or by any state, territory,
province, municipality or other political subdivision or by any governmental
agency, and as owner thereof to possess and exercise all the rights, powers and
privileges of ownership, including the right to execute consents and vote
thereon, and to do any and all acts and things necessary or advisable for the
preservation, protection, improvement and enhancement in value thereof.

         (6)      To borrow or raise moneys for any of the purposes of the
corporation and, from time to time without limit as to amount, to draw, make,
accept, endorse, execute and issue promissory notes, drafts, bills of exchange,
warrants, bonds, debentures and other negotiable or nonnegotiable instruments
and evidences of indebtedness, and to secure the payment of any thereof and of
the interest thereon by mortgage upon or pledge, conveyance or assignment in
trust of the whole or any part of the property of the corporation, whether at
the time owned or thereafter acquired, and to sell, pledge or otherwise dispose
of such bonds or other obligations of the corporation for its corporate
purposes.

         (7)      To enter into partnerships, limited partnerships or joint
ventures with other persons, firms or corporations for any business purposes,
including the exploration and development of property for the production of oil,
gas, and similar products.

         (8)      To purchase, receive, take by grant, gift, devise, bewest or
otherwise, lease, or otherwise acquire, own, hold, improve, employ, use and
otherwise deal in and with real or personal property, or any interest therein,
wherever situated, and to sell, convey, lease, exchange, transfer or otherwise
dispose of, or mortgage or pledge, all or any of the corporation's property and
assets, or any interest therein, wherever situated.

         (9)      In general, to possess and exercise all the powers and
privileges granted by the General Corporation Law of Delaware or by any other
law of Delaware or by this Certificate of Incorporation together with any powers
incidental thereto, so far as such powers and privileges are necessary or
convenient to the conduct, promotion or attainment of the business or purposes
of the corporation.

         (10)     The business and purposes specified in the foregoing clauses
shall, except where otherwise expressed, be in nowise limited or restricted by
reference to, or

   4

inference from, the terms of any other clause in this Certificate of
Incorporation, but the business and purposes specified in each of the foregoing
clauses of this article shall be independent business and purposes.

         FOURTH: The total number of shares of capital stock which may be issued
by the corporation is 1,000 shares of common stock without par value. Only one
class of stock may be issued by the corporation.

         FIFTH: The name and mailing address of the incorporator is as follows:



                NAME                      MAILING ADDRESS
                                       
                David A. Anderson         350   Delaware Trust Building
                                          900   Market Street
                                          Wilmington, Delaware 19801


         SIXTH: The corporation shall have perpetual existence.

         SEVENTH: The number of directors of the corporation shall be as
specified in the By-Laws and such number may from time to time be increased or
decreased by the stockholders or the Board of Directors as may be prescribed in
the By-Laws. Directors need not be stockholders.

         EIGHTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:

         (1)      To make, alter or repeal the By-Laws of the corporation.

         (2)      To authorize and cause to be executed mortgages and liens upon
the real and personal property of the corporation.

         (3)      To set apart out of any of the funds of the corporation
available for dividends a reserve or reserves for any proper purpose and to
abolish any such reserve in the manner in which it was created.

         (4)      By a majority of the whole Board, to 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

   5

extent provided in the Resolution or in the By-Laws of the corporation, 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,
the By-Laws may provide that in the absence or disqualification of any member of
such committee or committess, 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.

         (5)      When and as authorized by the affirmative vote of the holders
of a majority of the stock issued and outstanding having voting power given at a
stockholders' meeting duly called upon such notice as is required by statute, or
when authorized by the written consent of the holders of a majority of the
voting stock issued and outstanding, to sell, lease or exchange all
or substantially all of the property and assets of the corporation, including
its good will and its corporate franchises, upon such terms and conditions and
for such consideration, which may consist in whole.or in part of money or
property including shares of stock in, and/or other securities of, any other
corporation or corporations, as its Board of Directors shall deem expedient and
for the best interests of the corporation.

         NINTH: If the By-Laws so provide, the stockholders and Board of
Directors shall have power to hold their meetings, to have an office or offices
and to keep the books of the corporation, subject to the provisions of the laws
of the State of Delaware, outside of said state at such place or places as may
from time to time be designated by them, whether within or without the United
States of America.

         TENTH: A director of the corporation shall not be disqualified by his
office from dealing or contracting with the corporation either as vendor,
purchaser or otherwise, nor shall any transaction or contract of the corporation
be void or voidable by reason of the fact that any director or any firm of which
any director is a member, or any corporation of which any director is a
shareholder, director or officer, is in any way interested in such transaction
or contract, provided that such transaction or contract is or shall be
authorized, ratified or approved either (1) by vote of a majority of a quorum of
the Board of Directors or of the Executive Committee without counting in such
majority or quorum any director so interested or

   6

a member of a firm so interested or a shareholder, director or officer of a
corporation so interested, or (2) by a vote at a stockholders' meeting of the
holders of record of a majority of all the outstanding shares of stock of the
corporation entitled to vote or by a writing or writings signed by a majority of
such holders (and any director holding stock entitled to vote may vote for the
authorization, ratification or approval of any transaction or contract in which
he was interested, directly or indirectly, as aforesaid, with the same effect as
if he were not directly or indirectly interested therein); nor shall any
director be liable to account to the corporation for any profits realized by and
from or through any such transaction or contract of the corporation authorized
ratified or approved as aforesaid by reason of the fact that he or any firm of
which he is a member, or any corporation of which he is a shareholder, director
or officer, was interested in such transaction or contract.

         ELEVENTH: The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

         I, THE UNDERSIGNED, being the incorporator hereinbefore named for the
purpose of forming a corporation to do business both within and without the
State of Delaware, pursuant to the General Corporation Law of the State of
Delaware, being Chapter 1 of Title 8 of the Delaware Code, do make and file this
Certificate, hereby declaring and certifying that this is my act and deed and
the facts herein stated are true, and accordingly have hereunto set my hand and
seal this 2nd day of July, 1975.

                                              ____________________________(SEAL)
                                              David A. Anderson

EX-10.2

   1
                          Conectiv Energy Supply, Inc.

                                      10.2

                           Certificate of Amendment of
                         Certificate of Incorporation of
                             Delmarva Energy Company
                              Filed August 19, 1987
   2
                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                             DELMARVA ENERGY COMPANY


           Delmarva Energy Company, a corporation duly organized and existing
under the laws of the State of Delaware (the "Corporation") does hereby certify
as follows:

           FIRST: The Board of Directors of the Corporation duly adopted the
following resolution setting forth an amendment to the Certificate of
Incorporation, declared its advisability and directed its consideration by the
stockholders:

           RESOLVED, That the Board of Directors of the company declare it
     advisable to amend said certificate and articles of incorporation of this
     company by adding Article TWELFTH to read:

              TWELFTH: No director of the Corporation shall be personally liable
              to the Corporation for monetary damages for breach of fiduciary
              duty by such director; provided, however, that this Article

              TWELFTH shall not eliminate or limit the liability of a director
              to the extent provided by law (i) for any breach of the director's
              duty of loyalty to the Corporation or its stockholders; (ii) for
              acts or omissions not in good faith of which involve intentional
              misconduct or a knowing violation of law, (iii) under Section 174
              of the General Corporation Law of the State of Delaware, or (iv)
              for any transaction from which the director derived an improper
              personal benefit. The Corporation shall indemnify its directors,
              officers and employees against expenses, judgments, fines and
              amounts paid in settlement actually and reasonably incurred by
              them by reason of their serving in such capacity to the fullest
              extent permitted by the Delaware General Corporation Law.

           SECOND:The stockholders of the corporation duly approved the said
amendment at the annual meeting properly called and held on May 29, 1987.

           THIRD: The said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of Delaware.
   3
           IN WITNESS WHEREOF The said Delmarva Energy Company has caused its
Corporate Seal to be hereunto affixed and this Certificate to be made and
executed by its President and Secretary his 6th day of August, 1987.


                                     DELMARVA ENERGY COMPANY

                                     By________________________________________
                                                      President


                                     Attest____________________________________
                                                      Secretary

                                    [Corporate Seal]

EX-10.3

   1
                          Conectiv Energy Supply, Inc.

                                      10.3

                           Certificate of Amendment of
                         Certificate of Incorporation of
                             Delmarva Energy Company
                               Filed April 9, 1998
   2
                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                             DELMARVA ENERGY COMPANY

                         Pursuant to Section 242 of the
                           General Corporation Law of
                              the State of Delaware


     The undersigned, the President and Assistant Secretary of Dehnarva Energy
Company (the "Company"), a corporation duly organized and validly existing under
the General Corporation Law of the State of Delaware do hereby certify that the
following resolution was submitted to, approved and adopted by unanimous written
consent of the Board of Directors of the Company pursuant to Section 141 of the
General Corporation Law of the State of Delaware, all in accordance with Section
242 of the General Corporation Law of the State of Delaware:

              RESOLVED, That the Certificate of Incorporation of the Company be,
         and hereby is, amended by deleting the title and the first paragraph
         defining the name of the Company and substituting in lieu thereof the
         following:

                                  CERTIFICATE OF
                                  INCORPORATION
                                       OF
                          CONECTIV ENERGY SUPPLY, INC.


                       FIRST: The name of the Corporation is Conectiv Energy
                       Supply, Inc.


      IN WITNESS WHEREOF, the Company has caused this certificate to be executed
by its President and attested by its Secretary this 1st day April, 1998.


Attest:


By: ____________________________          By:____________________________
Secretary - Moira K. Donoghue                President - Thomas S. Shaw

EX-10.4

   1
                          Conectiv Energy Supply, Inc.

                                      10.4

                                     Bylaws
   2
                                     BYLAWS
                                       OF
                          CONECTIV ENERGY SUPPLY, INC.

1.          OFFICES.

            1.1 Offices. In addition to its registered office in the State of
Delaware, the Corporation shall have a corporate office in Wilmington, Delaware,
and such other offices, either within or without the State of Delaware, at such
locations as the Board of Directors may from time to time determine or the
business of the Corporation may require.

2.          SEAL.

            2.1 Seal. The Corporation shall have a seal, which shall have
inscribed thereon its name and year of incorporation and the words, "Corporate
Seal Delaware.

3.          MEETINGS OF STOCKHOLDERS.

            3.1 Annual Meeting. The annual meeting of stockholders of the
Corporation shall be held on such date, at such time and at such place within or
without the State of Delaware as shall be determined by the Board of Directors
from time to time.

            3.2 Special Meetings. Special meetings of the stockholders of the
Corporation shall be held on such date, at such time and at such place within or
without the State of Delaware as may be designated by the Chairman of the Board
or by the Board of Directors.

            3.3 Notice of Meetings. (a) Notices of meetings of stockholders
shall be in writing and shall state the place, date, and hour of the meeting,
and, in the case of a special meeting, the purpose or purposes for which a
meeting is called. No business other than that specified in the notice thereof
shall be transacted at any special meeting.

                  (b) Such notice shall either be delivered personally or
mailed, postage prepaid, to each stockholder entitled to vote at such meeting
not less than 10 nor more than 60 days before the date of the meeting. If
mailed, the notice shall be directed to the stockholder at his or her address as
it appears on the records of the Corporation. Personal delivery of any such
notice to any officer of a corporation or association or to any member of a
partnership shall constitute delivery of such notice to such corporation,
association, or partnership.

                  (c) Notice, of any meeting of stockholders need not be given
to any stockholder if waived by such stockholder in writing, whether before or
after such meeting is held, or if such stockholder shall sign the minutes or
attend the meeting, except that if such stockholder attends a meeting for the
express purpose of objecting at the beginning of the
   3
meeting to the transaction of any business because the meeting is not lawfully
called or convened, such stockholder shall not be deemed to have waived notice
of such meeting.

            3.4 Adjourned Meetings. When a meeting is adjourned to another time
or place, unless otherwise provided by these Bylaws, notice need not be given of
the adjourned meeting if the time and place thereof are announced at the meeting
at which the adjournment is taken. At the adjourned meeting the stockholders may
transact any business that might have been transacted at the original meeting.
If an adjournment is for more than 30 days, or if after an adjournment, a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder entitled to vote at the meeting.

            3.5 Quorum and Adjournment. Except as otherwise provided by law, by
the Certificate of Incorporation of the Corporation, or by these Bylaws, the
presence, in person or by proxy, of the holders of a majority of the aggregate
voting power of the stock issued and outstanding, entitled to vote thereat,
shall constitute a quorum for the transaction of business at all meetings of
stockholders. If such majority shall not be present or represented at any
meeting of stockholders, the stockholders present, although less than a quorum,
shall have the power to adjourn the meeting.

            3.6   Vote Required.  Except as otherwise provided by law or by
the Certificate of Incorporation:

                  (a) Directors shall be elected by a plurality of the votes
present in person or represented by proxy at a meeting of stockholders and
entitled to vote in the election of directors, and

                  (b) whenever any corporate action other than the election of
Directors is to be taken, it shall be authorized by a majority in voting power
of the shares present in person or by proxy at a meeting of stockholders and
entitled to vote on the subject matter.

            3.7 Manner of Voting. At each meeting of stockholders, each
stockholder having the right to vote shall be entitled to vote in person or by
proxy. Proxies need not be filed with the Secretary of the Corporation until the
meeting is called to order, but shall be filed before being voted. Each
stockholder shall be entitled to vote each share of stock having voting power
registered in his or her name on the books of the Corporation on the record date
fixed for determination of stockholders entitled to vote at such meeting.

            3.8 Stockholder Action Without a Meeting. Except as otherwise
provided by law or by the Certificate of Incorporation, any action required to
be taken at any meeting of stockholders of the corporation, or any action that
may be taken at any annual or special meeting of such stockholders, may be taken
without a meeting, without prior notice, and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a
   4
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing and who, if the action had been
taken at a meeting, would have been entitled to notice of the meeting if the
record date for such meeting had been the date that written consents signed by a
sufficient number of the holders to take the action were delivered to the
Corporation.

            3.9 Proxies. (a) At any meeting of stockholders, any stockholder may
be represented and vote by proxy or proxies appointed by a written form of
proxy. In the event that any form of proxy shall designate two or more persons
to act as proxies, a majority of such persons present at the meeting or, if only
one shall be present, then that one shall have and may exercise all of the
powers conferred by the form of proxy upon all of the persons so designated
unless the form of proxy shall otherwise provide.

                  (b) The Board of Directors may, in advance of any annual or
special meeting of the stockholders, prescribe additional regulations concerning
the manner of execution and filing of proxies and the validation of the same,
which are intended to be voted at any such meeting.

            3.10 Presiding Officer and Secretary. The Chairman of the Board
shall act as chairman of all meetings of the stockholders. In the absence of the
Chairman of the Board, the Vice Chairman of the Board or, in his or her absence,
the Chief Executive Officer or, in his or her absence, the President or, in his
or her absence, any Vice President designated by the Board of Directors shall
act as chairman of the meeting.

            The Secretary of the Corporation shall act as secretary of all
meetings of the stockholders, but, in the absence of the Secretary, the
Assistant Secretary designated in accordance with Section 5.11 (b) of these
Bylaws shall act as secretary of all meetings of the stockholders, but in the
absence of a designated Assistant Secretary, the chairman of the meeting may
appoint any person to act as secretary of the meeting.

            3.11 Procedure. At each meeting of stockholders, the chairman of the
meeting shall fix and announce the date and time of the opening and the closing
of the polls for each matter upon which the stockholders will vote at the
meeting and shall determine the order of business and all other matters of
procedure. Except to the extent inconsistent with any such rules and regulations
as adopted by the Board of Directors, the chairman of the meeting may establish
rules, which need not be in writing, to maintain order and safety and for the
conduct of the meeting. Without limiting the foregoing, he or she may:

                  (a) restrict attendance at any time to bona fide stockholders
of record and their proxies and other persons in attendance at the invitation of
the chairman;

                  (b) restrict dissemination of solicitation materials and use
of audio or visual recording devices at the meeting;

                  (c) adjourn the meeting without a vote of the stockholders,
whether or not there is a quorum present; and
   5
                  (d) make rules governing speeches and debate, including time
limits and access to microphones.

The chairman of the meeting shall be entitled to act in his or her absolute
discretion and his or her rulings shall not be subject to appeal.

4.          DIRECTORS.

            4.1 Powers. The Board of Directors shall exercise all of the powers
of the Corporation except such as are by law, or by the Certificate of
Incorporation of this Corporation or by these Bylaws conferred upon or reserved
to the stockholders of any class or classes.

            4.2 Resignations. Any Director may resign at any time by giving
written notice to the Board of Directors or the Secretary. Such resignation
shall take effect at the date of receipt of such notice or at any later time
specified therein. Acceptance of such resignation shall not be necessary to make
it effective.

            4.3 Presiding Officer and Secretary. The Chairman of the Board shall
act as chairman of all meetings of the Board of Directors. In the absence of the
Chairman of the Board, the Vice Chairman of the Board, or in his absence, the
Chief Executive Officer or other person designated by the Board of Directors
shall act as chairman of the meeting.

                  The Secretary of the Corporation shall act as secretary of all
meetings of the Board of Directors, but, in the absence of the Secretary, the
Assistant Secretary designated in accordance with Section 5.11 (b) of these
Bylaws shall act as secretary of all meetings of the Board of Directors, but in
the absence of a designated Assistant Secretary, the chairman of the meeting may
appoint any person to act as secretary of the meeting.

            4.4 Annual Meetings. The Board of Directors shall meet each year
immediately following the annual meeting of stockholders, at the place where
such meeting of stockholders has been held, or at such other place as shall be
fixed by the person presiding over the meeting of the stockholders, for the
purpose of election of officers and consideration of such other business as the
Board of Directors considers relevant to the management of the Corporation. In
the event that in any year Directors are elected by written consent in lieu of
an annual meeting of stockholders, the Board of Directors shall meet in such
year as soon as practicable after receipt of such written consent by the
Corporation at such time and place as shall be fixed by the Chairman of the
Board, for the purpose of election of officers and consideration of such other
business as the Board of Directors considers relevant to the management of the
Corporation.

            4.5 Regular Meetings. Regular meetings of the Board of Directors
shall be held on such dates and at such times and places, within or without the
state of Delaware, as shall from time to time be determined by the Board of
Directors. In the absence of any such determination, such meetings shall be held
at such times and places, within or without the
   6
State of Delaware, as shall be designated by the Chairman of the Board on not
less than twelve hours notice to each Director, given verbally or in writing,
whether personally, by telephone (including by message or recording device), by
facsimile transmission, by telegram, or by telex, or on not less than three (3)
calendar days' notice to each Director given by mail.

            4.6 Special Meetings. Special meetings of the Board of Directors
shall be held at the call of the Chairman of the Board at such times and places,
within or without the State of Delaware, as he or she shall designate, on not
less than twelve hours notice to each Director, given verbally or in writing,
whether personally, by telephone (including by message or recording device), by
facsimile transmission, by telegram, or by telex, or on not less than three (3)
calendar days' notice to each Director given by mail. Special meetings shall be
called by the Secretary on like notice at the written request of a majority of
the Directors then in office.

            4.7 Quorum and Powers of a Majority. At all meetings of the Board of
Directors and of each committee thereof, a majority of the members shall be
necessary and sufficient to constitute a quorum for the transaction of business,
and the act of a majority of the members present at any meeting at which a
quorum is present shall be the act of the Board of Directors or such committee,
unless by express provision of law, of the Certificate of Incorporation, or of
these Bylaws, a different vote is required, in which case such express provision
shall govern and control. In the absence of a quorum, a majority of the members
present at any meeting may, without notice other than announcement at the
meeting, adjourn such meeting from time to time until a quorum is present.

            4.8 Waiver of Notice. Notice of any meeting of the Board of
Directors, or any committee thereof, need not be given to any member if waived
by him or her in writing, whether before or after such meeting is held, or if he
or she shall sign the minutes or attend the meeting, except that if such
Director 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, then such Director shall not be deemed to have
waived notice of such meeting.

            4.9 Manner of Acting. (a) Members of the Board of Directors, or any
committee thereof may participate in any meeting of the Board of Directors or
such committee by means of conference telephone or similar communications
equipment by means of which all persons participating therein can hear each
other, and participation in a meeting by such means shall constitute presence in
person at such meeting.

                  (b) Any action required or permitted to be taken at any
meeting of the Board of Directors or any committee thereof may be taken without
a meeting if all members of the Board of Directors or such committee, as the
case may be, consent thereto in writing, and the writings are filed with the
minutes of proceedings of the Board of Directors or such committee.

            4.10 Compensation. (a) The Board of Directors, by a resolution or
resolutions, may fix, and from time to time change, the compensation of
Directors.
   7
                  (b) Each Director shall be entitled to reimbursement from the
Corporation for his or her reasonable expenses incurred with respect to duties
as a member of the Board of Directors or any committee thereof.

                  (c) Nothing contained in these Bylaws shall be construed to
preclude any Director from serving the Corporation in any other capacity and
from receiving compensation from the Corporation for service rendered to it in
such other capacity.

            4.11 Committees. The Board of Directors (or any committee thereof
having the power and authority to do so) may designate one or more committees,
each committee to consist of one or more Directors, which to the extent provided
in said resolution or resolutions shall have and may exercise the powers and
authority of the Board of Directors in the management of the business and
affairs of the corporation; provided, however, that no such committee shall have
the power or authority in reference to the following matters: (i) approving or
adopting, or recommending to the stockholders, any action or matter expressly
required by the General Corporation Law of Delaware (the "GCLD") to be submitted
to stockholders for approval or (ii) adopting, amending, or repealing any bylaw
of the Corporation. The Board of Directors may designate one or more directors
as alternate members of any committee, who may replace any absent or
disqualified member of the committee. In the absence or disqualification of a
member of a committee, the member or members present at any meeting of such
committee and not disqualified from voting, whether or not such member of
members constitute a quorum, may unanimously appoint another member of the board
of directors to act at the meeting in place of such absent or disqualified
director.

            4.12 Committee Procedure, Limitations of Committee Powers. (a)
Except as otherwise provided by these Bylaws, each committee shall adopt its own
rules governing the time, place and method of holding its meetings and the
conduct of its proceedings and shall meet as provided by such rules or by
resolution of the Board of Directors. Unless otherwise provided by these Bylaws
or any such rules or resolutions, notice of the time and place of each meeting
of a committee shall be given to each member of such committee as provided in
Section 4.6 of these Bylaws with respect to notices of special meetings of the
Board of Directors

                  (b) Each committee shall keep regular minutes of its
proceedings and report the same to the Board of Directors when required.

                  (c) Any member of any committee may be removed from such
committee either with or without cause, at any time, by the Board of Directors
at any meeting thereof. Any vacancy in any committee shall be filled by the
Board of Directors in the manner prescribed by the Certificate of Incorporation
or these Bylaws for the original appointment of the members of such committee.
   8
5.          OFFICERS.

            5.1 Number. (a) The officers of the Corporation shall include a
Chief Executive Officer, a President, one or more Vice Presidents (including one
or more Executive Vice Presidents and one or more Senior Vice Presidents if
deemed appropriate by the Board of Directors), a Secretary, a Treasurer, and a
Controller. The Board of Directors shall also elect a Chairman of the Board and
may elect a Vice Chairman of the Board. The Board of Directors may also elect
such other officers as the Board of Directors may from time to time deem
appropriate or necessary. Except for the Chairman of the Board, the Vice
Chairman of the Board, and the Chief Executive Officer, none of the officers of
the Corporation needs to be a director of the Corporation. Any two or more
offices may be held by the same person to the extent permitted by the GCLD.

                  (b) The Board of Directors may delegate to the Chief Executive
Officer or President the power to appoint one or more employees of the
Corporation as divisional or departmental vice presidents and fix the duties of
such appointees. However, no such divisional or departmental vice president
shall be considered as an officer of the Corporation, the officers of the
Corporation being limited to those officers elected by the Board of Directors.

            5.2 Election of Officers, Qualification and Term. The officers of
the Corporation shall be elected from time to time by the Board of Directors
and, except as may otherwise be expressly provided in a contract of employment
duly authorized by the Board of Directors, shall hold office at the pleasure of
the Board of Directors.

            5.3 Removal. Any officer elected by the Board of Directors may be
removed, either with or without cause, by the Board of Directors at any meeting
thereof, or to the extent delegated to the Chairman of the Board or the Chief
Executive Officer, by the Chairman of the Board or the Chief Executive Officer.

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

            5.5 Salaries. The salaries of all officers of the Corporation shall
be fixed by the Board of Directors from time to time, and no officer shall be
prevented from receiving such salary by reason of the fact that he or she is
also a Director of the Corporation.

            5.6 The Chairman of the Board. The Chairman of the Board shall have
the powers and duties customarily and usually associated with the office of the
Chairman of the Board. The Chairman of the Board shall preside at meetings of
the stockholders and of the Board of Directors.

            5.7 Vice Chairman of the Board. The Vice Chairman of the Board shall
   9
have the powers and duties customarily and usually associated with the office of
the Vice Chairman of the Board.

            5.8 Chief Executive Officer. The Chief Executive Officer shall have,
subject to the supervision, direction and control of the Board of Directors, the
general powers and duties of supervision, direction and management of the
affairs and business of the Corporation usually vested in the chief executive
officer of a corporation, including, without limitation, all powers necessary to
direct and control the organizational and reporting relationships within the
Corporation. If at any time the office of the Chairman of the Board and the Vice
Chairman of the Board shall not be filled, or in the event of the temporary
absence or disability of the Chairman of the Board and the Vice Chairman of the
Board, the Chief Executive Officer shall have the powers and duties of the
Chairman of the Board.

            5.9 The President. The President shall serve as chief operating
officer and shall have such other powers and perform such other duties as may be
delegated to him or her from time to time by the Board of Directors or the Chief
Executive Officer.

            5.10 The Vice Presidents. Each Vice President shall have such powers
and perform such duties as may from time to time be assigned to him or her by
the Board of Directors, the Chief Executive Officer, or the President.

            5.11 The Secretary and the Assistant Secretary. (a) The Secretary
shall attend meetings of the Board of Directors and meetings of the stockholders
and record all votes and minutes of all such proceedings in a book kept for such
purpose. He or she shall have all such further powers and duties as generally
are incident to the position of Secretary or as may from time to time be
assigned to him or her by the Board of Directors, the Chief Executive Officer,
or the President.

                  (b) Each Assistant Secretary shall have such powers and
perform such duties as may from time to time be assigned to him or her by the
Board of Directors, the Chief Executive Officer, the President, or the
Secretary. In case of the absence or disability of the Secretary, the Assistant
Secretary designated by the Chief Executive Officer (or, in the absence of such
designation, by the Secretary) shall perform the duties and exercise the powers
of the Secretary.

            5.12 The Treasurer and the Assistant Treasurer. (a) The Treasurer
shall have custody of the Corporation's funds and securities and shall keep full
and accurate accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit or cause to be deposited moneys or other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board of Directors. The Treasurer shall also maintain
adequate records of all assets, liabilities, and transactions of the Corporation
and shall see that adequate audits thereof are currently and regularly made. The
Treasurer shall have such other powers and perform such other duties that
generally are incident to the position of Treasurer or as may from time to time
be assigned to him or her by the Board of Directors, the Chief Executive
Officer, or the President.
   10
                  (b) Each Assistant Treasurer shall have such powers and
perform such duties as may from time to time be assigned to him or her by the
Board of Directors, the Chief Executive Officer, the President, or the
Treasurer. In case of the absence or disability of the Treasurer, the Assistant
Treasurer designated by the Chief Executive Officer (or, in the absence of such
designation, by the Treasurer) shall perform the duties and exercise the powers
of the Treasurer.

            5.13 Controller. The Controller shall be responsible for maintaining
the accounting records and statements, and shall properly account for all monies
and obligations due the Corporation and all properties, assets, and liabilities
of the Corporation. The Controller shall render to the Chairman of the Board or
the President such periodic reports covering the results of operations of the
Corporation as may be required by either of them or by law.

6.          STOCK

            6.1 Certificates. Certificates for shares of stock of the
Corporation shall be issued under the seal of the Corporation, or a facsimile
thereof, and shall be numbered and shall be entered in the books of the
Corporation as they are issued. Each certificate shall bear a serial number,
shall exhibit the holder's name and the number of shares evidenced thereby, and
shall be signed by the Chairman of the Board or a Vice Chairman, if any, or the
Chief Executive Officer or the President or any Vice President, and by the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer.
Any or all of the signatures on the certificate may be a facsimile. In case any
officer, transfer agent, or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent, or registrar before such certificate is issued, it may
be issued by the corporation with the same effect as if such person or entity
were such officer, transfer agent, or registrar at the date of issue.

            6.2 Transfers. Transfers of stock of the Corporation shall be made
on the books of the Corporation only upon surrender to the Corporation of a
certificate (if any) for the shares duly endorsed or accompanied by proper
evidence of succession, assignment, or authority to transfer, provided such
succession, assignment, or transfer is not prohibited by the Certificate of
Incorporation, these Bylaws, applicable law or contract. Thereupon, the
Corporation shall issue a new certificate (if requested) to the person entitled
thereto, cancel the old certificate (if any), and record the transaction upon
its books.

            6.3 Lost, Stolen, or Destroyed Certificates. Any person claiming a
certificate of stock to be lost, stolen, or destroyed shall make an affidavit or
an affirmation of that fact, and shall give the Corporation a bond of indemnity
in satisfactory form and with one or more satisfactory sureties, whereupon a new
certificate (if requested) may be issued of the same tenor and for the same
number of shares as the one alleged to be lost, stolen, or destroyed.

            6.4   Registered Stockholders.  The Corporation shall be
entitled to recognize the exclusive right of a person registered on its
books as the owner of shares as the person
   11
entitled to exercise the rights of a stockholder and shall not be bound to
recognize any equitable or other claim to or interest in any such shares on the
part of any other person, whether or not it shall have express or other notice
thereof, except as otherwise expressly provided by the GCLD.

            6.5 Additional Powers of the Board. (a) In addition to those powers
set forth in Section 4. 1, the Board of Directors shall have power and authority
to make all such rules and regulations as it shall deem expedient concerning the
issue, transfer, and registration of certificates for shares of stock of the
Corporation, including the use of uncertificated shares of stock subject to the
provisions of the GCLD.

                  (b) The Board of Directors may appoint and remove transfer
agents and registrars of transfers, and may require all stock certificates to
bear the signature of any such transfer agent and/or any such registrar of
transfers.

7.          INDEMNIFICATION

            7.1 Each person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, or investigative (hereinafter a
"proceeding"), by reason of the fact that he or she, or the person of whom he or
she is the legal representative, 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, employee, or agent of another corporation or of a
partnership, joint venture, trust, or other enterprise, including service with
respect to employee benefit plans, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the GCLD, 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 said law permitted the Corporation to provide prior
to such amendment), against all expenses, liability, and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties, and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such person
in connection therewith and such indemnification shall continue as to a person
who has ceased to be a director, officer, employee, or agent and shall inure to
the benefit of his or her heirs, executors, and administrators; provided,
however, that, except as provided in this Article 7. the Corporation shall
indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if authorized by the
Board of Directors of the Corporation. Any indemnification under this Article 7
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee, or agent is proper in the circumstances because he or she has
met the applicable standard set forth in the GCLD. Such a determination shall be
made (a) by a majority vote of the directors who are not parties to such action,
suit or proceeding, even though less than a quorum; (b) by a committee of such
directors designated by majority vote of such directors, even though less than a
quorum; (c) by independent legal counsel (compensated by the Corporation) in a
written opinion; (d) by the stockholders; or (e) in any other manner permitted
by the GCLD. In addition to the right to indemnification conferred in this
Article 7, each of the above persons shall have the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in advance of
   12
its final disposition; provided, however, that, if the GCLD requires, the
payment of such expenses incurred by a present director or officer in his or her
capacity as a director or officer of the corporation (and not in any other
capacity in which service was or is rendered by such person while a director or
officer, including, without limitation, service to an employee benefit plan) in
advance of the final disposition of a proceeding, shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of such present
director or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Article 7 or otherwise. The Corporation may, by any manner permitted by the
GCLD, provide indemnification and advancement of expenses to employees and
agents of the Corporation with the same scope and effect as the foregoing
indemnification of directors and officers. The right to indemnification and to
an advancement of expenses conferred in this Article 7 shall be a contract
right.

            7.2 If a claim under Section 7.1 of this Article 7 is not paid in
full by the Corporation within 30 days after a written claim has been received
by the Corporation, the claimant may at any time thereafter bring suit against
the Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim (including attorneys' fees). It shall be a defense to any
such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the standard of conduct which makes
it permissible under the GCLD for the Corporation to indemnify the claimant for
the amount claimed, but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors, a committee thereof, independent legal counsel, or its stockholders)
to have made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because he or she
has met the applicable standard of conduct set forth in the GCLD, nor an actual
determination by the Corporation (including its Board of Directors, a committee
thereof, independent legal counsel, or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct. In any suit brought by the claimant to enforce a right to
indemnification or to an advancement of expenses hereunder, or brought by the
Corporation to recover an advancement of expenses pursuant to the terms. of an
undertaking, the burden of proving that the claimant is not entitled to be
indemnified, 6r to such advancement of expenses, under this Article 7 or
otherwise shall be on the Corporation.

            7.3 The rights to indemnification and the payment of expenses
incurred in defending a proceeding in advance of its final disposition conferred
in this Article 7, shall not be exclusive of any other right that any person may
have or hereafter acquire under any statute, provision of the certificate of
incorporation of the Corporation, this bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.


            7.4 The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee, or agent of the Corporation
or another corporation,
   13
partnership, joint venture, trust, or other enterprise against any such 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 GCLD.

            7.5 The Corporation may enter into an indemnity agreement with any
director, officer, employee, or agent of the Corporation, or of another
corporation, partnership, joint venture, trust, or other enterprise, upon terms
and conditions that the Board of Directors deems appropriate, as long as the
provisions of the agreement are not impermissible under applicable law.

            7.6 Any amendment or repeal of this Article 7 shall not be
retroactive in effect.

            7.7 In case any provision in this Article 7 shall be determined at
any time to be unenforceable in any respect, the other provisions shall not in
any way be affected or impaired thereby, and the affected provision shall be
given the fullest possible enforcement in the circumstances, it being the
intention of the Corporation to afford indemnification and advancement of
expenses to the persons indemnified hereby to the fullest extent permitted by
law.

            7.8 The Corporation may, by action of the Board of Directors,
authorize one or more officers to grant rights to indemnification and
advancement of expenses to former directors and officers or to other employees
or agents of the Corporation on such terms and conditions as such officer or
officers deem appropriate under the circumstances.


8.          MISCELLANEOUS

            8.1 Place and Inspection of Books. (a) The books of the Corporation
other than such books as are required by law to be kept within the State of
Delaware shall be kept in such place or places either within or without the
State of Delaware as the Board of Directors may from time to time determine.

                  (b) At least ten days before each meeting of stockholders, the
officer in charge of the stock ledger of the Corporation shall prepare a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order and showing the address of each stockholder and the number 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 ten 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
specified, at the place where the meeting is to be held. The 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.

                  (c) The Board of Directors shall determine from time to time
   14
whether and, if allowed, when and under what conditions and regulations the
accounts and books of the Corporation (except such as may be by law specifically
open to inspection or as otherwise provided by these Bylaws) or any of them
shall be open to the inspection of the stockholders and the stockholders' rights
in respect thereof.

            8.2 Voting Shares in Other Corporations. The Chief Executive
Officer, the President, or any other officer of the Corporation designated by
the Board of Directors may vote any and all shares held by the Corporation in
any other corporation.

            8.3 Fiscal Year. The fiscal year of the Corporation shall be such
fiscal year as the Board of Directors from time to time by resolution shall
determine.

            8.4 Gender/Number. As used in these Bylaws, the masculine, feminine,
or neuter gender, and the singular or plural number, shall each include the
others whenever the context so indicates.

            8.5 Paragraph Titles. The titles of the paragraphs have been
inserted as a matter of reference only and shall not control or affect the
meaning or construction of any of the terms and provisions hereof.

            8.6 Amendment. These Bylaws may be altered, amended, or repealed by
(a) the affirmative vote of 80% or more of the aggregate number of votes that
the holders of the then outstanding shares of common stock and preferred stock
are entitled to cast on the amendment, or (b) by resolution adopted by the
affirmative vote of not less than a majority of the Directors in office, at any
annual or regular meeting of the Board of Directors or at any special meeting of
the Board of Directors if notice of the proposed alteration, amendment, or
repeal be contained in written notice of such special meeting. Notwithstanding
the foregoing, the amendment of any provision of these Bylaws that requires an
affirmative vote in excess of a majority of the Directors in office shall
require the affirmative vote of at least the number of directors the affirmative
vote of whom is required by such provision.

            8.7 Certificate of Incorporation. Notwithstanding anything to the
contrary contained herein, if any provision contained in these Bylaws is
inconsistent with or conflicts with a provision of the Certificate of
Incorporation, such provision of these Bylaws shall be superseded by the
inconsistent provision in the Certificate of Incorporation to the extent
necessary to give effect to such provision in the Certificate of Incorporation.

EX-11.1

   1
                                Delmarva Capital
                                Investments, Inc.

                                      11.1

                          Certificate of Incorporation
                             Filed February 27, 1985
   2
                          CERTIFICATE OF INCORPORATION
                                       OF
                       DELMARVA CAPITAL INVESTMENTS, INC.

                  FIRST: The name of the corporation is Delmarva Capital
Investments, Inc.

                  SECOND: The address of the corporation's registered agent in
the State of Delaware is 800 King Street, City of Wilmington, and County of New
Castle, 19899. The registered agent is the corporation itself.

                  THIRD: The nature of the business or purposes to be conducted
or promoted is:

                                   To engage in any lawful act or activity for
                                   which corporations may be organized under the
                                   General Corporation Law of the State of
                                   Delaware.

                  FOURTH: The total number of shares which this corporation is
authorized to issue is One Thousand (1000) shares of common stock having a par
value of One Dollar ($1.00) per share.

                  FIFTH: The name and mailing address of the Incorporator is as
follows:



                  Name                                      Address
                  ----                                      -------
                                                  
                  Dale. G. Stoodley                  800 King Street
                                                     Wilmington, Delaware 19899



                  SIXTH: The names and mailing addresses of the directors who
shall serve until the first annual meeting of stockholders or until their
successors are elected and qualify are as follows:
   3


                  Name                                      Address
                  ----                                      -------
                                                  
                  Nevius M. Curtis                   800 King Street
                                                     Wilmington, Delaware 19899

                  Roger D. Campbell                  800 King Street
                                                     Wilmington, Delaware 19899

                  Howard E. Cosgrove                 800 King Street
                                                     Wilmington, Delaware 19899

                  H. Ray Landon                      800 King Street
                                                     Wilmington, Delware 19899


                  SEVENTH: The Board of Directors may make, alter and repeal any
by-law of the corporation.

                  EIGHTH: The Corporation shall indemnify its directors,
officers and employees against expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred by them by reason of their serving
in such capacity to the fullest extent permitted by the Delaware General
Corporation Law.

                  I, the undersigned, being the Incorporator hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, do make this Certificate, hereby declaring and
certifying that this is my act and deed and that the facts herein stated are
true and accordingly have hereunto set my hand and seal this 26th day of
February, 1985.



                                          ----------------------------------
                                                   Dale G. Stoodley

EX-11.2

   1
                                Delmarva Capital
                                Investments, Inc.

                                      11.2

                           Certificate of Amendment of
                      Certificate of Incorporation amending
                                   Article 8th
                              Filed August 19, 1987
   2
                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                       DELMARVA CAPITAL INVESTMENTS, INC.


                Delmarva Capital Investments, Inc., a corporation duly organized
and existing under the laws of the State of Delaware (the "Corporation") does
hereby certify as follows:

            FIRST: The Board of Directors of the Corporation duly adopted the
following resolution setting forth an amendment to the Certificate of
Incorporation, declared its advisability and directed its consideration by the
stockholders:

                RESOLVED, That, the Board of Directors of the company declare it
        advisable to amend said certificate and articles of incorporation of
        this company by inserting the following provisions at the beginning of
        Article EIGHTH:

                    EIGHTH: No director of the Corporation shall be personally
                    liable to the Corporation for monetary damages for breach of
                    fiduciary duty by such director; provided, however, that
                    this Article EIGHTH shall not eliminate or limit the
                    liability of a director to the extent provided by law (i)
                    for any breach of the director's duty of loyalty to the
                    corporation or its stockholders; (ii) for acts or omissions
                    not in good faith of which involve intentional misconduct or
                    a knowing violation of law, (iii) under Section 174 of the
                    General Corporation Law of the State of Delaware, or (iv)
                    for any transaction from which the director derived an
                    improper personal benefit.

            SECOND: The stockholders of the corporation duly approved the said
amendment at the annual meeting properly called and held on May 26, 1987.

            THIRD: The said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of Delaware.
   3
                IN WITNESS WHEREOF The said Delmarva Capital Investments, Inc.
has caused its Corporate Seal to be:,hereunto affixed and this Certificate to be
made, and executed by its President and Secretary this 10th day of August, 1987.



                                     DELMARVA CAPITAL INVESTMENTS, INC.



                                     By ____________________________________
                                                     President

                                     Attest ________________________________
                                                        Secretary


                                            [Corporate Seal]

EX-11.3

   1
                                DELMARVA CAPITAL
                                INVESTMENTS, INC.

                                      11.3

                                     BYLAWS
   2
                                     BYLAWS
                                       OF
                       DELMARVA CAPITAL INVESTMENTS, INC.


1.    OFFICES.

      1.1 Offices. In addition to its registered office in the State of
Delaware, the Corporation shall have a corporate office in Wilmington, Delaware,
and such other offices, either within or without the State of Delaware, at such
locations as the Board of Directors may from time to time determine or the
business of the Corporation may require.

2.    SEAL.

      2.1 Seal. The Corporation shall have a seal, which shall have inscribed
thereon its name and year of incorporation and the words, "Corporate Seal
Delaware."

3.    MEETINGS OF STOCKHOLDERS.

      3.1 Annual Meetings. The annual meeting of stockholders of the Corporation
shall be held on such date, at such time and at such place within or without the
State of Delaware as shall be determined by the Board of Directors from time to
time.

      3.2 Special Meetings. Special meetings of the stockholders of the
Corporation shall be held on such date, at such time and at such place within or
without the State of Delaware as may be designated by the Chairman of the Board
or by the Board of Directors.

      3.3 Notice of Meetings. (a) Notices of meetings of stockholders shall be
in writing and shall state the place, date, and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which a meeting is
called. No business other than that specified in the notice thereof shall be
transacted at any special meeting.

            (b) Such notice shall either be delivered personally or mailed,
postage prepaid, to each stockholder entitled to vote at such meeting not less
than 10 nor more than 60 days before the date of the meeting. If mailed, the
notice shall be directed to the stockholder at his or her address as it appears
on the records of the Corporation. Personal delivery of any such notice to any
officer of a corporation or association or to any member of a partnership shall
constitute delivery of such notice to such corporation, association, or
partnership.

            (c) Notice of any meeting of stockholders need not be given to any
stockholder if waived by such stockholder in writing, whether before or after
such meeting is held, or if such stockholder shall sign the minutes or attend
the meeting, except that if such stockholder attends a meeting for the express
purpose of objecting at the beginning of the
   3
meeting to the transaction of any business because the meeting is not lawfully
called or convened, such stockholder shall not be deemed to have waived notice
of such meeting.

      3.4 Adjourned Meetings. When a meeting is adjourned to another time or
place, unless otherwise provided by these Bylaws, notice need not be given of
the adjourned meeting if the time and place thereof are announced at the meeting
at which the adjournment is taken. At the adjourned meeting the stockholders may
transact any business that might have been transacted at the original meeting.
If an adjournment is for more than 30 days, or if after an adjournment, a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder entitled to vote at the meeting.

      3.5 Quorum and Adjournment. Except as otherwise provided by law, by the
Certificate of Incorporation of the Corporation, or by these Bylaws, the
presence, in person or by proxy, of the holders of a majority of the aggregate
voting power of the stock issued and outstanding, entitled to vote thereat,
shall constitute a quorum for the transaction of business at all meetings of
stockholders. If such majority shall not be present or represented at any
meeting of stockholders, the stockholders present, although less than a quorum,
shall have the power to adjourn the meeting.

      3.6 Vote Required. Except as otherwise provided by law or by the
Certificate of Incorporation:

            (a) Directors shall be elected by a plurality of the votes present
in person or represented by proxy at a meeting of stockholders and entitled to
vote in the election of directors, and

            (b) whenever any corporate action other than the election of
Directors is to be taken, it shall be authorized by a majority in voting power
of the shares present in person or by proxy at a meeting of stockholders and
entitled to vote on the subject matter.

      3.7 Manner of Voting. At each meeting of stockholders, each stockholder
having the right to vote shall be entitled to vote in person or by proxy.
Proxies need not be filed with the Secretary of the Corporation until the
meeting is called to order, but shall be filed before being voted. Each
stockholder shall be entitled to vote each share of stock having voting power
registered in his or her name on the books of the Corporation on the record date
fixed for determination of stockholders entitled to vote at such meeting.

      3.8 Stockholder Action Without a Meeting. Except as otherwise provided by
law or by the Certificate of Incorporation, any action required to be taken at
any meeting of stockholders of the corporation, or any action that may be taken
at any annual or special meeting of such stockholders, may be taken without a
meeting, without prior notice, and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. Prompt notice of the taking of the
corporate action without a
   4
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing and who, if the action had been
taken at a meeting, would have been entitled to notice of the meeting if the
record date for such meeting had been the date that written consents signed by a
sufficient number of the holders to take the action were delivered to the
Corporation.

      3.9 Proxies. (a) At any meeting of stockholders, any stockholder may be
represented and vote by proxy or proxies appointed by a written form of proxy.
In the event that any form of proxy shall designate two or more persons to act
as proxies, a majority of such persons present at the meeting or, if only one
shall be present, then that one shall have and may exercise all of the powers
conferred by the form of proxy upon all of the persons so designated unless the
form of proxy shall otherwise provide.

            (b) The Board of Directors may, in advance of any annual or special
meeting of the stockholders, prescribe additional regulations concerning the
manner of execution and filing of proxies and the validation of the same, which
are intended to be voted at any such meeting.

      3.10 Presiding Officer and Secretary. The Chairman of the Board shall act
as chairman of all meetings of the stockholders. In the absence of the Chairman
of the Board, the Vice Chairman of the Board or, in his or her absence, the
Chief Executive Officer or, in his or her absence, the President or, in his or
her absence, any Vice President designated by the Board of Directors shall act
as chairman of the meeting.

            The Secretary of the Corporation shall act as secretary of all
meetings of the stockholders, but, in the absence of the Secretary, the
Assistant Secretary designated in accordance with Section 5.11(b) of these
Bylaws shall act as secretary of all meetings of the stockholders, but in the
absence of a designated Assistant Secretary, the chairman of the meeting may
appoint any person to act as secretary of the meeting.

      3.11 Procedure. At each meeting of stockholders, the chairman of the
meeting shall fix and announce the date and time of the opening and the closing
of the polls for each matter upon which the stockholders will vote at the
meeting and shall determine the order of business and all other matters of
procedure. Except to the extent inconsistent with any such rules and regulations
as adopted by the Board of Directors, the chairman of the meeting may establish
rules, which need not be in writing, to maintain order and safety and for the
conduct of the meeting. Without limiting the foregoing, he or she may:

            (a) restrict attendance at any time to bona fide stockholders of
record and their proxies and other persons in attendance at the invitation of
the chairman;

            (b) restrict dissemination of solicitation materials and use of
audio or visual recording devices at the meeting;

            (c) adjourn the meeting without a vote of the stockholders, whether
or not there is a quorum present; and


   5

            (d) make rules governing speeches and debate, including time limits
and access to microphones.

The chairman of the meeting shall be entitled to act in his or her absolute
discretion and his or her rulings shall not be subject to appeal.

4.    DIRECTORS.

      4.1 Powers. The Board of Directors shall exercise all of the powers of the
Corporation except such as are by law, or by the Certificate of Incorporation of
this Corporation or by these Bylaws conferred upon or reserved to the
stockholders of any class or classes.

      4.2 Resignations. Any Director may resign at any time by giving written
notice to the Board of Directors or the Secretary. Such resignation shall take
effect at the date of receipt of such notice or at any later time specified
therein. Acceptance of such resignation shall not be necessary to make it
effective.

      4.3 Presiding Officer and Secretary. The Chairman of the Board shall act
as chairman of all meetings of the Board of Directors. In the absence of the
Chairman of the Board, the Vice Chairman of the Board, or in his absence, the
Chief Executive Officer or other person designated by the Board of Directors
shall act as chairman of the meeting.

            The Secretary of the Corporation shall act as secretary of all
meetings of the Board of Directors, but, in the absence of the Secretary, the
Assistant Secretary designated in accordance with Section 5.11(b) of these
Bylaws shall act as secretary of all meetings of the Board of Directors, but in
the absence of a designated Assistant Secretary, the chairman of the meeting may
appoint any person to act as secretary of the meeting.

      4.4 Annual Meetings. The Board of Directors shall meet each year
immediately following the annual meeting of stockholders, at the place where
such meeting of stockholders has been held, or at such other place as shall be
fixed by the person presiding over the meeting of the stockholders, for the
purpose of election of officers and consideration of such other business as the
Board of Directors considers relevant to the management of the Corporation. In
the event that in any year Directors are elected by written consent in lieu of
an annual meeting of stockholders, the Board of Directors shall meet in such
year as soon as practicable after receipt of such written consent by the
Corporation at such time and place as shall be fixed by the Chairman of the
Board, for the purpose of election of officers and consideration of such other
business as the Board of Directors considers relevant to the management of the
Corporation.

      4.5 Regular Meetings. Regular meetings of the Board of Directors shall be
held on such dates and at such times and places, within or without the state of
Delaware, as shall from time to time be determined by the Board of Directors. In
the absence of any such determination, such meetings shall be held at such times
and places, within or without the
   6
State of Delaware, as shall be designated by the Chairman of the Board on not
less than twelve hours notice to each Director, given verbally or in writing,
whether personally, by telephone (including by message or recording device), by
facsimile transmission, by telegram, or by telex, or on not less than three (3)
calendar days' notice to each Director given by mail.

      4.6 Special Meetings. Special meetings of the Board of Directors shall be
held at the call of the Chairman of the Board at such times and places, within
or without the State of Delaware, as he or she shall designate, on not less than
twelve hours notice to each Director, given verbally or in writing, whether
personally, by telephone (including by message or recording device), by
facsimile transmission, by telegram, or by telex, or on not less than three (3)
calendar days' notice to each Director given by mail. Special meetings shall be
called by the Secretary on like notice at the written request of a majority of
the Directors then in office.

      4.7 Quorum and Powers of a Majority. At all meetings of the Board of
Directors and of each committee thereof, a majority of the members shall be
necessary and sufficient to constitute a quorum for the transaction of business,
and the act of a majority of the members present at any meeting at which a
quorum is present shall be the act of the Board of Directors or such committee,
unless by express provision of law, of the Certificate of Incorporation, or of
these Bylaws, a different vote is required, in which case such express provision
shall govern and control. In the absence of a quorum, a majority of the members
present at any meeting may, without notice other than announcement at the
meeting, adjourn such meeting from time to time until a quorum is present.

      4.8 Waiver of Notice. Notice of any meeting of the Board of Directors, or
any committee thereof, need not be given to any member if waived by him or her
in writing, whether before or after such meeting is held, or if he or she shall
sign the minutes or attend the meeting, except that if such Director 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, then such Director shall not be deemed to have waived notice of such
meeting.

      4.9 Manner of Acting. (a) Members of the Board of Directors, or any
committee thereof, may participate in any meeting of the Board of Directors or
such committee by means of conference telephone or similar communications
equipment by means of which all persons participating therein can hear each
other, and participation in a meeting by such means shall constitute presence in
person at such meeting.

            (b) Any action required or permitted to be taken at any meeting of
the Board of Directors or any committee thereof may be taken without a meeting
if all members of the Board of Directors or such committee, as the case may be,
consent thereto in writing, and the writings are filed with the minutes of
proceedings of the Board of Directors or such committee.

      4.10 Compensation. (a) The Board of Directors, by a resolution or
resolutions, may fix, and from time to time change, the compensation of
Directors.
   7
            (b) Each Director shall be entitled to reimbursement from the
Corporation for his or her reasonable expenses incurred with respect to duties
as a member of the Board of Directors or any committee thereof.

            (c) Nothing contained in these Bylaws shall be construed to preclude
any Director from serving the Corporation in any other capacity and from
receiving compensation from the Corporation for service rendered to it in such
other capacity.

      4.11 Committees. The Board of Directors (or any committee thereof having
the power and authority to do so) may designate one or more committees, each
committee to consist of one or more Directors, which to the extent provided in
said resolution or resolutions shall have and may exercise the powers and
authority of the Board of Directors in the management of the business and
affairs of the corporation; provided, however, that no such committee shall have
the power or authority in reference to the following matters: (i) approving or
adopting, or recommending to the stockholders, any action or matter expressly
required by the General Corporation Law of Delaware (the "GCLD") to be submitted
to stockholders for approval or (ii) adopting, amending, or repealing any bylaw
of the Corporation. The Board of Directors may designate one or more directors
as alternate members of any committee, who may replace any absent or
disqualified member of the committee. In the absence or disqualification of a
member of a committee, the member or members present at any meeting of such
committee and not disqualified from voting, whether or not such member of
members constitute a quorum, may unanimously appoint another member of the board
of directors to act at the meeting in place of such absent or disqualified
director.

      4.12 Committee Procedure, Limitations of Committee Powers. (a) Except as
otherwise provided by these Bylaws, each committee shall adopt its own rules
governing the time, place and method of holding its meetings and the conduct of
its proceedings and shall meet as provided by such rules or by resolution of the
Board of Directors. Unless otherwise provided by these Bylaws or any such rules
or resolutions, notice of the time and place of each meeting of a committee
shall be given to each member of such committee as provided in Section 4.6 of
these Bylaws with respect to notices of special meetings of the Board of
Directors.

            (b) Each committee shall keep regular minutes of its proceedings and
report the same to the Board of Directors when required.

            (c) Any member of any committee may be removed from such committee
either with or without cause, at any time, by the Board of Directors at any
meeting thereof. Any vacancy in any committee shall be filled by the Board of
Directors in the manner prescribed by the Certificate of Incorporation or these
Bylaws for the original appointment of the members of such committee.
   8
5.    OFFICERS.

      5.1 Number. (a) The officers of the Corporation shall include a Chief
Executive Officer, a President, one or more Vice Presidents (including one or
more Executive Vice Presidents and one or more Senior Vice Presidents if deemed
appropriate by the Board of Directors), a Secretary, a Treasurer, and a
Controller. The Board of Directors shall also elect a Chairman of the Board and
may elect a Vice Chairman of the Board. The Board of Directors may also elect
such other officers as the Board of Directors may from time to time deem
appropriate or necessary. Except for the Chairman of the Board, the Vice
Chairman of the Board, and the Chief Executive Officer, none of the officers of
the Corporation needs to be a director of the Corporation. Any two or more
offices may be held by the same person to the extent permitted by the GCLD.

            (b) The Board of Directors may delegate to the Chief Executive
Officer or President the power to appoint one or more employees of the
Corporation as divisional or departmental vice presidents and fix the duties of
such appointees. However, no such divisional or departmental vice president
shall be considered as an officer of the Corporation, the officers of the
Corporation being limited to those officers elected by the Board of Directors.

      5.2 Election of Officers, Qualification and Term. The officers of the
Corporation shall be elected from time to time by the Board of Directors and,
except as may otherwise be expressly provided in a contract of employment duly
authorized by the Board of Directors, shall hold office at the pleasure of the
Board of Directors.

      5.3 Removal. Any officer elected by the Board of Directors may be removed,
either with or without cause, by the Board of Directors at any meeting thereof,
or to the extent delegated to the Chairman of the Board or the Chief Executive
Officer, by the Chairman of the Board or the Chief Executive Officer.

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

      5.5 Salaries. The salaries of all officers of the Corporation shall be
fixed by the Board of Directors from time to time, and no officer shall be
prevented from receiving such salary by reason of the fact that he or she is
also a Director of the Corporation.

      5.6 The Chairman of the Board. The Chairman of the Board shall have the
powers and duties customarily and usually associated with the office of the
Chairman of the Board. The Chairman of the Board shall preside at meetings of
the stockholders and of the Board of Directors.

      5.7 Vice Chairman of the Board. The Vice Chairman of the Board shall
   9
have the powers and duties customarily and usually associated with the office of
the Vice Chairman of the Board.

      5.8 Chief Executive Officer. The Chief Executive Officer shall have,
subject to the supervision, direction and control of the Board of Directors, the
general powers and duties of supervision, direction and management of the
affairs and business of the Corporation usually vested in the chief executive
officer of a corporation, including, without limitation, all powers necessary to
direct and control the organizational and reporting relationships within the
Corporation. If at any time the office of the Chairman of the Board and the Vice
Chairman of the Board shall not be filled, or in the event of the temporary
absence or disability of the Chairman of the Board and the Vice Chairman of the
Board, the Chief Executive Officer shall have the powers and duties of the
Chairman of the Board.

      5.9 The President. The President shall serve as chief operating officer
and shall have such other powers and perform such other duties as may be
delegated to him or her from time to time by the Board of Directors or the Chief
Executive Officer.

      5.10 The Vice Presidents. Each Vice President shall have such powers and
perform such duties as may from time to time be assigned to him or her by the
Board of Directors, the Chief Executive Officer, or the President.

      5.11 The Secretary and the Assistant Secretary. (a) The Secretary shall
attend meetings of the Board of Directors and meetings of the stockholders and
record all votes and minutes of all such proceedings in a book kept for such
purpose. He or she shall have all such further powers and duties as generally
are incident to the position of Secretary or as may from time to time be
assigned to him or her by the Board of Directors, the Chief Executive Officer,
or the President.

            (b) Each Assistant Secretary shall have such powers and perform such
duties as may from time to time be assigned to him or her by the Board of
Directors, the Chief Executive Officer, the President, or the Secretary. In case
of the absence or disability of the Secretary, the Assistant Secretary
designated by the Chief Executive Officer (or, in the absence of such
designation, by the Secretary) shall perform the duties and exercise the powers
of the Secretary.

      5.12 The Treasurer and the Assistant Treasurer. (a) The Treasurer shall
have custody of the Corporation's funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit or cause to be deposited moneys or other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board of Directors. The Treasurer shall also maintain
adequate records of all assets, liabilities, and transactions of the Corporation
and shall see that adequate audits thereof are currently and regularly made. The
Treasurer shall have such other powers and perform such other duties that
generally are incident to the position of Treasurer or as may from time to time
be assigned to him or her by the Board of Directors, the Chief Executive
Officer, or the President.
   10
            (b) Each Assistant Treasurer shall have such powers and perform such
duties as may from time to time be assigned to him or her by the Board of
Directors, the Chief Executive Officer, the President, or the Treasurer. In case
of the absence or disability of the Treasurer, the Assistant Treasurer
designated by the Chief Executive Officer (or, in the absence of such
designation, by the Treasurer) shall perform the duties and exercise the powers
of the Treasurer.

      5.13 Controller. The Controller shall be responsible for maintaining the
accounting records and statements, and shall properly account for all monies and
obligations due the Corporation and all properties, assets, and liabilities of
the Corporation. The Controller shall render to the Chairman of the Board or the
President such periodic reports covering the results of operations of the
Corporation as may be required by either of them or by law.

6.    STOCK

      6.1 Certificates. Certificates for shares of stock of the Corporation
shall be issued under the seal of the Corporation, or a facsimile thereof, and
shall be numbered and shall be entered in the books of the Corporation as they
are issued. Each certificate shall bear a serial number, shall exhibit the
holder's name and the number of shares evidenced thereby, and shall be signed by
the Chairman of the Board or a Vice Chairman, if any, or the Chief Executive
Officer or the President or any Vice President, and by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer. Any or all of
the signatures on the certificate may be a facsimile. In case any officer,
transfer agent, or registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer, transfer
agent, or registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if such person or entity were such officer,
transfer agent, or registrar at the date of issue.

      6.2 Transfers. Transfers of stock of the Corporation shall be made on the
books of the Corporation only upon surrender to the Corporation of a certificate
(if any) for the shares duly endorsed or accompanied by proper evidence of
succession, assignment, or authority to transfer, provided such succession,
assignment, or transfer is not prohibited by the Certificate of Incorporation,
these Bylaws, applicable law or contract. Thereupon, the Corporation shall issue
a new certificate (if requested) to the person entitled thereto, cancel the old
certificate (if any), and record the transaction upon its books.

      6.3 Lost, Stolen, or Destroyed Certificates. Any person claiming a
certificate of stock to be lost, stolen, or destroyed shall make an affidavit or
an affirmation of that fact, and shall give the Corporation a bond of indemnity
in satisfactory form and with one or more satisfactory sureties, whereupon a new
certificate (if requested) may be issued of the same tenor and for the same
number of shares as the one alleged to be lost, stolen, or destroyed.

      6.4 Registered Stockholders. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares as the person
   11
entitled to exercise the rights of a stockholder and shall not be bound to
recognize any equitable or other claim to or interest in any such shares on the
part of any other person, whether or not it shall have express or other notice
thereof, except as otherwise expressly provided by the GCLD.

      6.5 Additional Powers of the Board. (a) In addition to those powers set
forth in Section 4. 1, the Board of Directors shall have power and authority to
make all such rules and regulations as it shall deem expedient concerning the
issue, transfer, and registration of certificates for shares of stock of the
Corporation, including the use of uncertificated shares of stock subject to the
provisions of the GCLD.

            (b) The Board of Directors may appoint and remove transfer agents
and registrars of transfers, and may require all stock certificates to bear the
signature of any such transfer agent and/or any such registrar of transfers.

7.    INDEMNIFICATION

      7.1 Each person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative, or investigative (hereinafter a "proceeding"),
by reason of the fact that he or she, or the person of whom he or she is the
legal representative, 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,
employee, or agent of another corporation or of a partnership, joint venture,
trust, or other enterprise, including service with respect to employee benefit
plans, shall be indemnified and held harmless by the Corporation to the fullest
extent authorized by the GCLD, 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 said law
permitted the Corporation to provide prior to such amendment), against all
expenses, liability, and loss (including attorneys' fees, judgments, fines,
ERISA excise taxes or penalties, and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be a director,
officer, employee, or agent and shall inure to the benefit of his or her heirs,
executors, and administrators; provided, however, that, except as provided in
this Article 7, the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated
by such person only if authorized by the Board of Directors of the Corporation.
Any indemnification under this Article 7 (unless ordered by a court) shall be
made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee, or agent
is proper in the circumstances because he or she has met the applicable standard
set forth in the GCLD. Such a determination shall be made (a) by a majority vote
of the directors who are not parties to such action, suit or proceeding, even
though less than a quorum; (b) by a committee of such directors designated by
majority vote of such directors, even though less than a quorum; (c) by
independent legal counsel (compensated by the Corporation) in a written opinion;
(d) by the stockholders; or (e) in any other manner permitted by the GCLD. In
addition to the right to indemnification conferred in this Article 7, each of
the above persons shall have the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of
   12
its final disposition; provided, however, that, if the GCLD requires, the
payment of such expenses incurred by a present director or officer in his or her
capacity as a director or officer of the corporation (and not in any other
capacity in which service was or is rendered by such person while a director or
officer, including, without limitation, service to an employee benefit plan) in
advance of the final disposition of a proceeding, shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of such present
director or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Article 7 or otherwise. The Corporation may, by any manner permitted by the
GCLD, provide indemnification and advancement of expenses to employees and
agents of the Corporation with the same scope and effect as the foregoing
indemnification of directors and officers. The right to indemnification and to
an advancement of expenses conferred in this Article 7 shall be a contract
right.

      7.2 If a claim under Section 7.1 of this Article 7 is not paid in full by
the Corporation within 30 days after a written claim has been received by the
Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim (including attorneys' fees). It shall be a defense to any
such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the standard of conduct which makes
it permissible under the GCLD for the Corporation to indemnify the claimant for
the amount claimed, but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors, a committee thereof, independent legal counsel, or its stockholders)
to have made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because he or she
has met the applicable standard of conduct set forth in the GCLD, nor an actual
determination by the Corporation (including its Board of Directors, a committee
thereof, independent legal counsel, or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct. In any suit brought by the claimant to enforce a right to
indemnification or to an advancement of expenses hereunder, or brought by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the burden of proving that the claimant is not entitled to be
indemnified, or to such advancement of expenses, under this Article 7 or
otherwise shall be on the Corporation.

      7.3 The rights to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in this
Article 7, shall not be exclusive of any other right that any person may have or
hereafter acquire under any statute, provision of the certificate of
incorporation of the Corporation, this bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.

      7.4 The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee, or agent of the Corporation or
another corporation,
   13
partnership, joint venture, trust, or other enterprise against any such 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 GCLD.

      7.5 The Corporation may enter into an indemnity agreement with any
director, officer, employee, or agent of the Corporation, or of another
corporation, partnership, joint venture, trust, or other enterprise, upon terms
and conditions that the Board of Directors deems appropriate, as long as the
provisions of the agreement are not impermissible under applicable law.

      7.6 Any amendment or repeal of this Article 7 shall not be retroactive in
effect.

      7.7 In case any provision in this Article 7 shall be determined at any
time to be unenforceable in any respect, the other provisions shall not in any
way be affected or impaired thereby, and the affected provision shall be given
the fullest possible enforcement in the circumstances, it being the intention of
the Corporation to afford indemnification and advancement of expenses to the
persons indemnified hereby to the fullest extent permitted by law.

      7.8 The Corporation may, by action of the Board of Directors, authorize
one or more officers to grant rights to indemnification and advancement of
expenses to former directors and officers or to other employees or agents of the
Corporation on such terms and conditions as such officer or officers deem
appropriate under the circumstances.

8.    MISCELLANEOUS

      8.1 Place and Inspection of Books. (a) The books of the Corporation other
than such books as are required by law to be kept within the State of Delaware
shall be kept in such place or places either within or without the State of
Delaware as the Board of Directors may from time to time determine.

            (b) At least ten days before each meeting of stockholders, the
officer in charge of the stock ledger of the Corporation shall prepare a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order and showing the address of each stockholder and the number 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 ten 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
specified, at the place where the meeting is to be held. The 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.

            (c) The Board of Directors shall determine from time to time
   14
whether and, if allowed, when and under what conditions and regulations the
accounts and books of the Corporation (except such as may be by law specifically
open to inspection or as otherwise provided by these Bylaws) or any of them
shall be open to the inspection of the stockholders and the stockholders' rights
in respect thereof.

      8.2 Voting Shares in Other Corporations. The Chief Executive Officer, the
President, or any other officer of the Corporation designated by the Board of
Directors may vote any and all shares held by the Corporation in any other
corporation.

      8.3 Fiscal Year. The fiscal year of the Corporation shall be such fiscal
year as the Board of Directors from time to time by resolution shall determine.

      8.4 Gender/Number. As used in these Bylaws, the masculine, feminine, or
neuter gender, and the singular or plural number, shall each include the others
whenever the context so indicates.

      8.5 Paragraph Titles. The titles of the paragraphs have been inserted as a
matter of reference only and shall not control or affect the meaning or
construction of any of the terms and provisions hereof.

      8.6 Amendment. These Bylaws may be altered, amended, or repealed by (a)
the affirmative vote of 80% or more of the aggregate number of votes that the
holders of the then outstanding shares of common stock and preferred stock are
entitled to cast on the amendment, or (b) by resolution adopted by the
affirmative vote of not less than a majority of the Directors in office, at any
annual or regular meeting of the Board of Directors or at any special meeting of
the Board of Directors if notice of the proposed alteration, amendment, or
repeal be contained in written notice of such special meeting. Notwithstanding
the foregoing, the amendment of any provision of these Bylaws that requires an
affirmative vote in excess of a majority of the Directors in office shall
require the affirmative vote of at least the number of directors the affirmative
vote of whom is required by such provision.

      8.7 Certificate of Incorporation. Notwithstanding anything to the contrary
contained herein, if any provision contained in these Bylaws is inconsistent
with or conflicts with a provision of the Certificate of Incorporation, such
provision of these Bylaws shall be superseded by the inconsistent provision in
the Certificate of Incorporation to the extent necessary to give effect to such
provision in the Certificate of Incorporation.

EX-12.1

   1
                                   DCI 1. Inc.

                                      12.1

                          Certificate of Incorporation
                             Filed February 27, 1985
   2
                          CERTIFICATE OF INCORPORATION
                                       OF
                                   DCI I, INC.

            FIRST: The name of the corporation is DCI I, Inc.

            SECOND: The address of the corporation's registered agent in the
State of Delaware is 800 King Street, City of Wilmington, and County of New
Castle, 19899. The registered agent is the corporation itself.

            THIRD: The nature of the business or purposes to be conducted or
promoted is:

                        To engage in any lawful act or activity for which
                        corporations may be organized under the General
                        Corporation Law of the State of Delaware.

            FOURTH: The total number of shares which this corporation is
authorized to issue is One Thousand (1000) shares of common stock having a par
value of One Dollar ($1.00) per share.

            FIFTH: The name and mailing address of the Incorporator is as
follows:



                 Name                      Address
                 ----                      -------
                                        
                 Dale G. Stoodley          800 King Street
                                           Wilmington, Delaware 19899


            SIXTH: The names and mailing addresses of the directors who shall
serve until the first annual meeting of stockholders or until their successors
are elected and qualify are as follows:



                 Name                      Address
                 ----                      -------
                                        
                 Nevius M. Curtis          800 King Street
                                           Wilmington, Delaware 19899



   3
                                        
                 Roger D. Campbell         800 King Street
                                           Wilmington, Delaware 19899

                 Howard E. Cosgrove        800 King Street
                                           Wilmington, Delaware 19899

                 H. Ray Landon             800 King Street
                                           Wilmington, Delaware 19899



            SEVENTH: The Board of Directors may make, alter and repeal-any
by-law of the corporation.

            EIGHTH: The Corporation shall indemnify its directors, officers and
employees against expenses, judgments, fines and amounts paid in settlement
actually and reasonably incurred by them by reason of their serving in such
capacity to the fullest extent permitted by the Delaware General Corporation
Law.

            I, the undersigned, being the Incorporator hereinbefore named, for
the purpose of forming a corporation pursuant to the General Corporation Law of
the State of Delaware, do make this Certificate, hereby declaring and certifying
that this is my act and deed and that the facts herein stated are true and
accordingly have hereunto set my hand and seal this 26th day of February, 1985.


                                         ____________________________
                                         Dale G. Stoodley

EX-12.2

   1

                                   DCI 1, Inc.

                                      12.2

                           Certificate of Amendment of
                          Certificate of Incorporation
                              Amending Article 8th
                              Filed August 19, 1987

   2

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                                   DCI I, INC.

                  DCI I, Inc., a corporation duly organized and existing under
the laws of the State of Delaware (the "Corporation") does hereby certify as
follows:

                  FIRST: The Board of Directors of the Corporation duly adopted
the following resolution setting forth an amendment to the Certificate of
Incorporation, declared its advisability and directed its consideration by the
stockholders:

                  RESOLVED, That, the Board of Directors of the company declare
         it advisable to amend said certificate and articles of incorporation of
         this company by inserting the following provisions at the beginning of
         Article EIGHTH:

                      EIGHTH: No director of the Corporation shall be personally
                  liable to the Corporation for monetary damages for breach of
                  fiduciary duty by such director; provided, however, that this
                  Article EIGHTH shall not eliminate or limit the liability of a
                  director to the extent provided by law (i) for any breach of
                  the director's duty of loyalty to the Corporation or its
                  stockholders; (ii) for acts or omissions not in good faith of
                  which involve intentional misconduct or a knowing violation of
                  law, (iii) under Section 174 of the General Corporation Law of
                  the State of Delaware, or (iv) for any transaction from which
                  the director derived an improper personal benefit.

                  SECOND: The stockholders of the corporation duly approved the
said amendment at the annual meeting properly called and held on May 29, 1987.

                  THIRD: The said amendment was duly adopted in accordance with
the provisions of Section 242 of the General Corporation Law of Delaware.

   3

                  IN WITNESS WHEREOF The said DCI I, Inc. has caused its
Corporate Seal to be hereunto affixed and this Certificate to be made and
executed by its President and Secretary this 6th day of August, 1987.



                                        DCI I, INC.

                                        By ____________________________________
                                                        President

                                        Attest ________________________________
                                                        Secretary


                                [Corporate Seal]

EX-12.3

   1

                                   DCI I, Inc.

                                      12.3

                                     Bylaws


   2

                                     BYLAWS
                                       OF
                                   DCI I, INC.

1.                OFFICES.

                  1.1 Offices. In addition to its registered office in the State
of Delaware, the Corporation shall have a corporate office in Wilmington,
Delaware, and such other offices, either within or without the State of
Delaware, at such locations as the Board of Directors may from time to time
determine or the business of the Corporation may require.

2.                SEAL.

                  2.1 Seal. The Corporation shall have a seal, which shall have
inscribed thereon its name and year of incorporation and the words, "Corporate
Seal Delaware."

3.                MEETINGS OF STOCKHOLDERS.

                  3.1 Annual Meetings. The annual meeting of stockholders of the
Corporation shall be held on such date, at such time and at such place within or
without the State of Delaware as shall be determined by the Board of Directors
from time to time.

                  3.2 Special Meetings. Special meetings of the stockholders of
the Corporation shall be held on such date, at such time and at such place
within or without the State of Delaware as may be designated by the Chairman of
the Board or by the Board of Directors.

                  3.3 Notice of Meetings. (a) Notices of meetings of
stockholders shall be in writing and shall state the place, date, and hour of
the meeting, and, in the case of a special meeting, the purpose or purposes for
which a meeting is called. No business other than that specified in the notice
thereof shall be transacted at any special meeting.

                           (b)  Such notice shall either be delivered personally
or mailed, postage prepaid, to each stockholder entitled to vote at such meeting
not less than 10 nor more than 60 days before the date of the meeting. If
mailed, the notice shall be directed to the stockholder at his or her address as
it appears on the records of the Corporation. Personal delivery of any such
notice to any officer of a corporation or association or to any member of a
partnership shall constitute delivery of such notice to such corporation,
association, or partnership.

                           (c)  Notice of any meeting of stockholders need not
be given to any stockholder if waived by such stockholder in writing, whether
before or after such meeting is held, or if such stockholder shall sign the
minutes or attend the meeting, except that if such stockholder attends a meeting
for the express purpose of objecting at the beginning of the

   3

meeting to the transaction of any business because the meeting is not lawfully
called or convened, such stockholder shall not be deemed to have waived notice
of such meeting.

                  3.4 Adjourned Meetings. When a meeting is adjourned to another
time or place, unless otherwise provided by these Bylaws, notice need not be
given of the adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken. At the adjourned meeting the
stockholders may transact any business that might have been transacted at the
original meeting. If an adjournment is for more than 30 days, or if after an
adjournment, a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder entitled to vote at the
meeting.

                  3.5 Quorum and Adjournment. Except as otherwise provided by
law, by the Certificate of Incorporation of the Corporation, or by these Bylaws,
the presence, in person or by proxy, of the holders of a majority of the
aggregate voting power of the stock issue and outstanding, entitled to vote
thereat, shall constitute a quorum for the transaction of business at all
meetings of stockholders. If such majority shall not be present or represented
at any meeting of stockholders, the stockholders present, although less than a
quorum, shall have the power to adjourn the meeting.

                  3.6 Vote Required. Except as otherwise provided by law or by
the Certificate of Incorporation:

                           (a)  Directors shall be elected by a plurality of the
votes present in person or represented by proxy at a meeting of stockholders and
entitled to vote in the election of directors, and

                           (b)  whenever any corporate action other than the
election of Directors is to be taken, it shall be authorized by a majority in
voting power of the shares present in person or by proxy at a meeting of
stockholders and entitled to vote on the subject matter.

                  3.7 Manner of Voting. At each meeting of stockholders, each
stockholder having the right to vote shall be entitled to vote in person or by
proxy. Proxies need not be filed with the Secretary of the Corporation until the
meeting is called to order, but shall be filed before being voted. Each
stockholder shall be entitled to vote each share of stock having voting power
registered in his or her name on the books of the Corporation on the record date
fixed for determination of stockholders entitled to vote at such meeting.

                  3.8 Stockholder Action Without a Meeting. Except as otherwise
provided by law or by the Certificate of Incorporation, any action required to
be taken at any meeting of stockholders of the corporation, or any action that
may be taken at any annual or special meeting of such stockholders, may be taken
without a meeting, without prior notice, and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a

   4

meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing and who, if the action had been
taken at a meeting, would have been entitled to notice of the meeting if the
record date for such meeting had been the date that written consents signed by a
sufficient number of the holders to take the action were delivered to the
Corporation.

                  3.9 Proxies. (a) At any meeting of stockholders, any
stockholder may be represented and vote by proxy or proxies appointed by a
written form of proxy. In the event that any form of proxy shall designate two
or more persons to act as proxies, a majority of such persons present at the
meeting or, if only one shall be present, then that one shall have and may
exercise all of the powers conferred by the form of proxy upon all of the
persons so designated unless the form of proxy shall otherwise provide.

                           (b)  The Board of Directors may, in advance of any
annual or special meeting of the stockholders, prescribe additional regulations
concerning the manner of execution and filing of proxies and the validation of
the same, which are intended to be voted at any such meeting.

                  3.10 Presiding Officer and Secretary. The Chairman of the
Board shall act as chairman of all meetings of the stockholders. In the absence
of the Chairman of the Board, the Vice Chairman of the Board or, in his or her
absence, the Chief Executive Officer or, in his or her absence, the President
or, in his or her absence, any Vice President designated by the Board of
Directors shall act as chairman of the meeting.

                  The Secretary of the Corporation shall act as secretary of all
meetings of the stockholders, but, in the absence of the Secretary, the
Assistant Secretary designated in accordance with Section 5.11(b) of these
Bylaws shall act as secretary of all meetings of the stockholders, but in the
absence of a designated Assistant Secretary, the chairman of the meeting may
appoint any person to act as secretary of the meeting.

                  3.11 Procedure. At each meeting of stockholders, the chairman
of the meeting shall fix and announce the date and time of the opening and the
closing of the polls for each matter upon which the stockholders will vote at
the meeting and shall determine the order of business and all other matters of
procedure. Except to the extent inconsistent with any such rules and regulations
as adopted by the Board of Directors, the chairman of the meeting may establish
rules, which need not be in writing, to maintain order and safety and for the
conduct of the meeting. Without limiting the foregoing, he or she may:

                           (a)  restrict attendance at any time to bona fide
stockholders of record and their proxies and other persons in attendance at the
invitation of the chairman;

                           (b)  restrict dissemination of solicitation materials
and use of audio or visual recording devices at the meeting;

                           (c)  adjourn the meeting without a vote of the
stockholders, whether or not there is a quorum present; and

   5
                           (d)  make rules governing speeches and debate,
including time limits and access to microphones.

The chairman of the meeting shall be entitled to act in his or her absolute
discretion and his or her rulings shall not be subject to appeal.

4.                DIRECTORS.

                  4.1 Powers. The Board of Directors shall exercise all of the
powers of the Corporation except such as are by law, or by the Certificate of
Incorporation of this Corporation or by these Bylaws conferred upon or reserved
to the stockholders of any class or classes.

                  4.2 Resignations. Any Director may resign at any time by
giving written notice to the Board of Directors or the Secretary. Such
resignation shall take effect at the date of receipt of such notice or at any
later time specified therein. Acceptance of such resignation shall not be
necessary to make it effective.

                  4.3 Presiding Officer and Secretary. The Chairman of the Board
shall act as chairman of all meetings of the Board of Directors. In the absence
of the Chairman of the Board, the Vice Chairman of the Board, or in his absence,
the Chief Executive Officer or other person designated by the Board of Directors
shall act as chairman of the meeting.

                           The Secretary of the Corporation shall act as
secretary of all meetings of the Board of Directors, but, in the absence of the
Secretary, the Assistant Secretary designated in accordance with Section 5.11
(b) of these Bylaws shall act as secretary of all meetings of the Board of
Directors, but in the absence of a designated Assistant Secretary, the chairman
of the meeting may appoint any person to act as secretary of the meeting.

                  4.4 Annual Meetings. The Board of Directors shall meet each
year immediately following the annual meeting of stockholders, at the place
where such meeting of stockholders has been held, or at such other place as
shall be fixed by the person presiding over the meeting of the stockholders, for
the purpose of election of officers and consideration of such other business as
the Board of Directors considers relevant to the management of the Corporation.
In the event that in any year Directors are elected by written consent in lieu
of an annual meeting of stockholders, the Board of Directors shall meet in such
year as soon as practicable after receipt of such written consent by the
Corporation at such time and place as shall be fixed by the Chairman of the
Board, for the purpose of election of officers and consideration of such other
business as the Board of Directors considers relevant to the management of the
Corporation.

                  4.5 Regular Meetings. Regular meetings of the Board of
Directors shall be held on such dates and at such times and places, within or
without the state of Delaware, as shall from time to time be determined by the
Board of Directors. In the absence of any such determination, such meetings
shall be held at such times and places, within or without the

   6

State of Delaware, as shall be designated by the Chairman of the Board on not
less than twelve hours notice to each Director, given verbally or in writing,
whether personally, by telephone (including by message or recording device), by
facsimile transmission, by telegram, or by telex, or on not less than three (3)
calendar days' notice to each Director given by mail.

                  4.6 Special Meetings. Special meetings of the Board of
Directors shall be held at the call of the Chairman of the Board at such times
and places, within or without the State of Delaware, as he or she shall
designate, on not less than twelve hours notice to each Director, given verbally
or in writing, whether personally, by telephone (including by message or
recording device), by facsimile transmission, by telegram, or by telex, or on
not less than three (3) calendar days' notice to each Director given by mail.
Special meetings shall be called by the Secretary on like notice at the written
request of a majority of the Directors then in office.

                  4.7 Quorum and Powers of a Majority. At all meetings of the
Board of Directors and of each committee thereof, a majority of the members
shall be necessary and sufficient to constitute a quorum for the transaction of
business, and the act of a majority of the members present at any meeting at
which a quorum is present shall be the act of the Board of Directors or such
committee, unless by express provision of law, of the Certificate of
Incorporation, or of these Bylaws, a different vote is required, in which case
such express provision shall govern and control. In the absence of a quorum, a
majority of the members present at any meeting may, without notice other than
announcement at the meeting, adjourn such meeting from time to time until a
quorum is present.

                  4.8 Waiver of Notice. Notice of any meeting of the Board of
Directors, or any committee thereof, need not be given to any member if waived
by him or her in writing, whether before or after such meeting is held, or if
he or she shall sign the minutes or attend the meeting, except that if such
Director 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, then such Director shall not be deemed to have
waived notice of such meeting.

                  4.9 Manner of Acting. (a) Members of the Board of Directors,
or any committee thereof, may participate in any meeting of the Board of
Directors or such committee by means of conference telephone or similar
communications equipment by means of which all persons participating therein can
hear each other, and participation in a meeting by such means shall constitute
presence in person at such meeting.

                           (b)  Any action required or permitted to be taken at
any meeting of the Board of Directors or any committee thereof may be taken
without a meeting if all members of the Board of Directors or such committee, as
the case may be, consent thereto in writing, and the writings are filed with the
minutes of proceedings of the Board of Directors or such committee.

                  4.10  Compensation. (a) The Board of Directors, by a
resolution or resolutions, may fix, and from time to time change, the
compensation of Directors.

   7

                           (b)  Each Director shall be entitled to reimbursement
from the Corporation for his or her reasonable expenses incurred with respect to
duties as a member of the Board of Directors or any committee thereof.

                           (c)  Nothing contained in these Bylaws shall be
construed to preclude any Director from serving the Corporation in any other
capacity and from receiving compensation from the Corporation for service
rendered to it in such other capacity.

                  4.11 Committees. The Board of Directors (or any committee
thereof having the power and authority to do so) may designate one or more
committees, each committee to consist of one or more Directors, which to the
extent provided in said resolution or resolutions shall have and may exercise
the powers and authority of the Board of Directors in the management of the
business and affairs of the corporation; provided, however, that no such
committee shall have the power or authority in reference to the following
matters: (i) approving or adopting, or recommending to the stockholders, any
action or matter expressly required by the General Corporation Law of Delaware
(the "GCLD") to be submitted to stockholders for approval or (ii) adopting,
amending, or repealing any bylaw of the Corporation. The Board of Directors may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member of the committee. In the absence or
disqualification of a member of a committee, the member or members present at
any meeting of such committee and not disqualified from voting, whether or not
such member of members constitute a quorum, may unanimously appoint another
member of the board of directors to act at the meeting in place of such absent
or disqualified director.

                  4.12 Committee Procedure, Limitations of Committee Powers. (a)
Except as otherwise provided by these Bylaws, each committee shall adopt its own
rules governing the time, place and method of holding its meetings and the
conduct of its proceedings and shall meet as provided by such rules or by
resolution of the Board of Directors. Unless otherwise provided by these Bylaws
or any such rules or resolutions, notice of the time and place of each meeting
of a committee shall be given to each member of such committee as provided in
Section 4.6 of these Bylaws with respect to notices of special meetings of the
Board of Directors.

                           (b)  Each committee shall keep regular minutes of its
proceedings and report the same to the Board of Directors when required.

                           (c)  Any member of any committee may be removed from
such committee either with or without cause, at any time, by the Board of
Directors at any meeting thereof. Any vacancy in any committee shall be filled
by the Board of Directors in the manner prescribed by the Certificate of
Incorporation or these Bylaws for the original appointment of the members of
such committee.

   8

5.                         OFFICERS.

                  5.1 Number. (a) The officers of the Corporation shall include
a Chief Executive Officer, a President, one or more Vice Presidents (including
one or more Executive Vice Presidents and one or more Senior Vice Presidents if
deemed appropriate by the Board of Directors), a Secretary, a Treasurer, and a
Controller. The Board of Directors shall also elect a Chairman of the Board and
may elect a Vice Chairman of the Board. The Board of Directors may also elect
such other officers as the Board of Directors may from time to time deem
appropriate or necessary. Except for the Chairman of the Board, the Vice
Chairman of the Board, and the Chief Executive Officer, none of the officers of
the Corporation needs to be a director of the Corporation. Any two or more
offices may be held by the same person to the extent permitted by the GCLD.

                           (b)  The Board of Directors may delegate to the Chief
Executive Officer or President the power to appoint one or more employees of the
Corporation as divisional or departmental vice presidents and fix the duties of
such appointees. However, no such divisional or departmental vice president
shall be considered as an officer of the Corporation, the officers of the
Corporation being limited to those officers elected by the Board of Directors.

                  5.2 Election of Officers, Qualification and Term. The officers
of the Corporation shall be elected from time to time by the Board of Directors
and, except as may otherwise be expressly provided in a contract of employment
duly authorized by the Board of Directors, shall hold office at the pleasure of
the Board of Directors.

                  5.3 Removal. Any officer elected by the Board of Directors may
be removed, either with or without cause, by the Board of Directors at any
meeting thereof, or to the extent delegated to the Chairman of the Board or the
Chief Executive Officer, by the Chairman of the Board or the Chief Executive
Officer.

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

                  5.5 Salaries. The salaries of all officers of the Corporation
shall be fixed by the Board of Directors from time to time, and no officer shall
be prevented from receiving such salary by reason of the fact that he or she is
also a Director of the Corporation.

                  5.6 The Chairman of the Board. The Chairman of the Board shall
have the powers and duties customarily and usually associated with the office of
the Chairman of the Board. The Chairman of the Board shall preside at meetings
of the stockholders and of the Board of Directors.

                  5.7 Vice Chairman of the Board. The Vice Chairman of the Board
shall

   9

have the powers and duties customarily and usually associated with the office of
the Vice Chairman of the Board.

                  5.8 Chief Executive Officer. The Chief Executive Officer shall
have, subject to the supervision, direction and control of the Board of
Directors, the general powers and duties of supervision, direction and
management of the affairs and business of the Corporation usually vested in the
chief executive officer of a corporation, including, without limitation, all
powers necessary to direct and control the organizational and reporting
relationships within the Corporation. If at any time the office of the Chairman
of the Board and the Vice Chairman of the Board shall not be filled, or in the
event of the temporary absence or disability of the Chairman of the Board and
the Vice Chairman of the Board, the Chief Executive Officer shall have the
powers and duties of the Chairman of the Board.

                  5.9 The President. The President shall serve as chief
operating officer and shall have such other powers and perform such other duties
as may be delegated to him or her from time to time by the Board of Directors or
the Chief Executive Officer.

                  5.10 The Vice Presidents. Each Vice President shall have such
powers and perform such duties as may from time to time be assigned to him or
her by the Board of Directors, the Chief Executive Officer, or the President.

                  5.11 The Secretary and the Assistant Secretary. (a) The
Secretary shall attend meetings of the Board of Directors and meetings of the
stockholders and record all votes and minutes of all such proceedings in a book
kept for such purpose. He or she shall have all such further powers and duties
as generally are incident to the position of Secretary or as may from time to
time be assigned to him or her by the Board of Directors, the Chief Executive
Officer, or the President.

                           (b)  Each Assistant Secretary shall have such powers
and perform such duties as may from time to time be assigned to him or her by
the Board of Directors, the Chief Executive Officer, the President, or the
Secretary. In case of the absence or disability of the Secretary, the Assistant
Secretary designated by the Chief Executive Officer (or, in the absence of such
designation, by the Secretary) shall perform the duties and exercise the powers
of the Secretary.

                  5.12 The Treasurer and the Assistant Treasurer. (a) The
Treasurer shall have custody of the Corporation's funds and securities and shall
keep full and accurate accounts of receipts and disbursements in books belonging
to the Corporation and shall deposit or cause to be deposited moneys or other
valuable effects in the name and to the credit of the Corporation in such
depositories as may be designated by the Board of Directors. The Treasurer shall
also maintain adequate records of all assets, liabilities, and transactions of
the Corporation and shall see that adequate audits thereof are currently and
regularly made. The Treasurer shall have such other powers and perform such
other duties that generally are incident to the position of Treasurer or as may
from time to time be assigned to him or her by the Board of Directors, the Chief
Executive Officer, or the President.

   10

                           (b)  Each Assistant Treasurer shall have such powers
and perform such duties as may from time to time be assigned to him or her by
the Board of Directors, the Chief Executive Officer, the President, or the
Treasurer. In case of the absence or disability of the Treasurer, the Assistant
Treasurer designated by the Chief Executive Officer (or, in the absence of such
designation, by the Treasurer) shall perform the duties and exercise the powers
of the Treasurer.

                  5.13 Controller. The Controller shall be responsible for
maintaining the accounting records and statements, and shall properly account
for all monies and obligations due the Corporation and all properties, assets,
and liabilities of the Corporation. The Controller shall render to the Chairman
of the Board or the President such periodic reports covering the results of
operations of the Corporation as may be required by either of them or by law.

6.                STOCK

                  6.1 Certificates. Certificates for shares of stock of the
Corporation shall be issued under the seal of the Corporation, or a facsimile
thereof, and shall be numbered and shall be entered in the books of the
Corporation as they are issued. Each certificate shall bear a serial number,
shall exhibit the holder's name and the number of shares evidenced thereby, and
shall be signed by the Chairman of the Board or a Vice Chairman, if any, or the
Chief Executive Officer or the President or any Vice President, and by the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer.
Any or all of the signatures on the certificate may be a facsimile. In case any
officer, transfer agent, or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent, or registrar before such certificate is issued, it may
be issued by the corporation with the same effect as if such person or entity
were such officer, transfer agent, or registrar at the date of issue.

                  6.2 Transfers. Transfers of stock of the Corporation shall be
made on the books of the Corporation only upon surrender to the Corporation of a
certificate (if any) for the shares duly endorsed or accompanied by proper
evidence of succession, assignment, or authority to transfer, provided such
succession, assignment, or transfer is not prohibited by the Certificate of
Incorporation, these Bylaws, applicable law or contract. Thereupon, the
Corporation shall issue a new certificate (if requested) to the person entitled
thereto, cancel the old certificate (if any), and record the transaction upon
its books.

                  6.3 Lost, Stolen, or Destroyed Certificates. Any person
claiming a certificate of stock to be lost, stolen, or destroyed shall make an
affidavit or an affirmation of that fact, and shall give the Corporation a bond
of indemnity in satisfactory form and with one or more satisfactory sureties,
whereupon a new certificate (if requested) may be issued of the same tenor and
for the same number of shares as the one alleged to be lost, stolen, or
destroyed.

                  6.4 Registered Stockholders.  The Corporation shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares as the person

   11

entitled to exercise the rights of a stockholder and shall not be bound to
recognize any equitable or other claim to or interest in any such shares on the
part of any other person, whether or not it shall have express or other notice
thereof, except as otherwise expressly provided by the GCLD.

                  6.5 Additional Powers of the Board. (a) In addition to those
powers set forth in Section 4. 1, the Board of Directors shall have power and
authority to make all such rules and regulations as it shall deem expedient
concerning the issue, transfer, and registration of certificates for shares of
stock of the Corporation, including the use of uncertificated shares of stock
subject to the provisions of the GCLD.

                           (b)  The Board of Directors may appoint and remove
transfer agents and registrars of transfers, and may require all stock
certificates to bear the signature of any such transfer agent and/or any such
registrar of transfers.

7.                INDEMNIFICATION

                  7.1 Each person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, or investigative (hereinafter a
"proceeding"), by reason of the fact that he or she, or the person of whom he or
she is the legal representative, 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, employee, or agent of another corporation or of a
partnership, joint venture, trust, or other enterprise, including service with
respect to employee benefit plans, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the GCLD, 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 said law permitted the Corporation to provide prior
to such amendment), against all expenses, liability, and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties, and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such person
in connection therewith and such indemnification shall continue as to a person
who has ceased to be a director, officer, employee, or agent and shall inure to
the benefit of his or her heirs, executors, and administrators; provided,
however, that, except as provided in this Article 7, the Corporation shall
indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if authorized by the
Board of Directors of the Corporation. Any indemnification under this Article 7
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee, or agent is proper in the circumstances because he or she has
met the applicable standard set forth in the GCLD. Such a determination shall be
made (a) by a majority vote of the directors who are not parties to such action,
suit or proceeding, even though less than a quorum; (b) by a committee of such
directors designated by majority vote of such directors, even though less than a
quorum; (c) by independent legal counsel (compensated by the Corporation) in a
written opinion; (d) by the stockholders; or (e) in any other manner permitted
by the GCLD. In addition to the right to indemnification conferred in this
Article 7, each of the above persons shall have the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in advance of

   12

its final disposition- provided, however, that, if the GCLD requires, the
payment of such expenses incurred by a present director or officer in his or her
capacity as a director or officer of the corporation (and not in any other
capacity in which service was or is rendered by such person while a director or
officer, including, without limitation, service to an employee benefit plan) in
advance of the final disposition of a proceeding, shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of such present
director or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Article 7 or otherwise. The Corporation may, by any manner permitted by the
GCLD, provide indemnification and advancement of expenses to employees and
agents of the Corporation with the same scope and effect as the foregoing
indemnification of directors and officers. The right to indemnification and to
an advancement of expenses conferred in this Article 7 shall be a contract
right.

                  7.2 If a claim under Section 7.1 of this Article 7 is not paid
in full by the Corporation within 30 days after a written claim has been
received by the Corporation, the claimant may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to be paid also
the expense of prosecuting such claim (including attorneys' fees). It shall be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Corporation) that the claimant has not met the standard of
conduct which makes it permissible under the GCLD for the Corporation to
indemnify the claimant for the amount claimed, but the burden of proving such
defense shall be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors, a committee thereof, independent legal
counsel, or its stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he or she has met the applicable standard of conduct
set forth in the GCLD, nor an actual determination by the Corporation (including
its Board of Directors, a committee thereof, independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct. In any suit brought by the claimant
to enforce a right to indemnification or to an advancement of expenses
hereunder, or brought by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the burden of proving that the claimant
is not entitled to be indemnified, or to such advancement of expenses, under
this Article 7 or otherwise shall be on the Corporation.

                  7.3 The rights to indemnification and the payment of expenses
incurred in defending a proceeding in advance of its final disposition conferred
in this Article 7, shall not be exclusive of any other right that any person may
have or hereafter acquire under any statute, provision of the certificate of
incorporation of the Corporation, this bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.

                  7.4 The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee, or agent of the Corporation
or another corporation,

   13

partnership, joint venture, trust, or other enterprise against any such 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 GCLD.

                  7.5 The Corporation may enter into an indemnity agreement
with any director, officer, employee, or agent of the Corporation, or of another
corporation, partnership, joint venture, trust, or other enterprise, upon terms
and conditions that the Board of Directors deems appropriate, as long as the
provisions of the agreement are not impermissible under applicable law.

                  7.6 Any amendment or repeal of this Article 7 shall not be
retroactive in effect.

                  7.7 In case any provision in this Article 7 shall be
determined at any time to be unenforceable in any respect, the other provisions
shall not in any way be affected or impaired thereby, and the affected provision
shall be given the fullest possible enforcement in the circumstances, it being
the intention of the Corporation to afford indemnification and advancement of
expenses to the persons indemnified hereby to the fullest extent permitted by
law.

                  7.8 The Corporation may, by action of the Board of Directors,
authorize one or more officers to grant rights to indemnification and
advancement of expenses to former directors and officers or to other employees
or agents of the Corporation on such terms and conditions as such officer or
officers deem appropriate under the circumstances.


8.                MISCELLANEOUS

                  8.1 Place and Inspection of Books. (a) The books of the
Corporation other than such books as are required by law to be kept within the
State of Delaware shall be kept in such place or places either within or without
the State of Delaware as the Board of Directors may from time to time
determine.

                           (b)  At least ten days before each meeting of
stockholders, the officer in charge of the stock ledger of the Corporation shall
prepare a complete list of the stockholders entitled to vote at the meeting,
arranged in alphabetical order and showing the address of each stockholder and
the number 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 ten 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
specified, at the place where the meeting is to be held. The 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.

                           (c)  The Board of Directors shall determine from time
to time

   14

whether and, if allowed, when and under what conditions and regulations the
accounts and books of the Corporation (except such as may be by law specifically
open to inspection or as otherwise provided by these Bylaws) or any of them
shall be open to the inspection of the stockholders and the stockholders' rights
in respect thereof.

                  8.2 Voting Shares in Other Corporations. The Chief Executive
Officer, the President, or any other officer of the Corporation designated by
the Board of Directors may vote any and all shares held by the Corporation in
any other corporation.

                  8.3 Fiscal Year. The fiscal year of the Corporation shall be
such fiscal year as the Board of Directors from time to time by resolution shall
determine.

                  8.4 Gender/Number. As used in these Bylaws, the masculine,
feminine, or neuter gender, and the singular or plural number, shall each
include the others whenever the context so indicates.

                  8.5 Paragraph Titles. The titles of the paragraphs have been
inserted as a matter of reference only and shall not control or affect the
meaning or construction of any of the terms and provisions hereof.

                  8.6 Amendment. These Bylaws may be altered, amended, or
repealed by (a) the affirmative vote of 80% or more of the aggregate number of
votes that the holders of the then outstanding shares of common stock and
preferred stock are entitled to cast on the amendment, or (b) by resolution
adopted by the affirmative vote of not less than a majority of the Directors in
office, at any annual or regular meeting of the Board of Directors or at any
special meeting of the Board of Directors if notice of the proposed alteration,
amendment, or repeal be contained in written notice of such special meeting.
Notwithstanding the foregoing, the amendment of any provision of these Bylaws
that requires an affirmative vote in excess of a majority of the Directors in
office shall require the affirmative vote of at least the number of directors
the affirmative vote of whom is required by such provision.

                  8.7 Certificate of Incorporation. Notwithstanding anything to
the contrary contained herein, if any provision contained in these Bylaws is
inconsistent with or conflicts with a provision of the Certificate of
Incorporation, such provision of these Bylaws shall be superseded by the
inconsistent provision in the Certificate of Incorporation to the extent
necessary to give effect to such provision in the Certificate of Incorporation.

EX-13.1

   1

                                  DCI II, Inc.

                                      13.1

                      Articles of Incorporation of DCI II,
                                      Inc.
                             Filed November 15, 1985

   2

                            ARTICLES OF INCORPORATION
                                       OF
                                  DCI II, Inc.

                           A Foreign Sales Corporation


         The three undersigned persons of the age of eighteen years or more, for
the purpose of forming a corporation in accordance with Chapter 12 of Title 13
of the laws of the United States Virgin Islands, do hereby certify to the
following Articles of Incorporation:

                                   ARTICLE ONE

         The name of the corporation is:  DCI II, Inc.

                                   ARTICLE TWO

         The address of the corporation's principal office is: 49A and 50A
Kongens Gade, Charlotte Amalie, St. Thomas, USVI.

                                  ARTICLE THREE

         The name and address of the resident agent upon whom process may be
served is:

                  ABN Trustcompany (Virgin Islands), Inc.
                  49A & 50A Kongens Gade, (P.O. Box 12150)
                  Charlotte Amalie, St. Thomas, USVI

                                  ARTICLE FOUR

         The aggregate number, class and par value of shares which the
corporation shall have authority to issue shall be 1,000 shares of common stock,
all of one class, each share having a ($1.00) par value. There shall be no
preferred stock. No holder of any shares nor of any security convertible into,
nor of any warrant, option or right to purchase, subscribe for or otherwise
acquire, shares of any class of the corporation whether now or hereafter
authorized, shall, as such holder, have any preemptive right to purchase,
subscribe for or otherwise acquire shares of any class of the corporation or any
security convertible into or any warrant, option or right to purchase, subscribe
for, or otherwise acquire shares of any class of the corporation, whether now or
hereafter authorized. HOWEVER, there shall be no more than 25 shareholders at
any one time.

   3

                                  ARTICLE FIVE

         The minimum capital with which the corporation will commence business
shall not be less than ONE THOUSAND DOLLARS (U.S. $1,000.00).

                                   ARTICLE SIX

         The names and places of residence of the incorporation are as follows:

                  Thomas C.A.E. van Rijckevorsel
                  49A & 50A Kongens Gade, P.O. Box 12150
                  St. Thomas, USVI 00801

                  Bonnie J. Hood
                  2-21 A Bonne Esperance
                  Post Office Box 6231
                  St. Thomas, USVI 00801

                  Cynthia F. Smith
                  55 Estate Bordeaux
                  Post Office Box 4081
                  St. Thomas, USVI 00801

                                  ARTICLE SEVEN

         The number of directors to constitute the Board of Directors shall be
determined by the bylaws of the corporation, but in no case shall be less than
three, of which at least one shall not be a resident of the United States of
America.

                                  ARTICLE EIGHT

         The curation of the corporation is perpetual.

                                  ARTICLE NINE

         The corporation is formed for the following purposes:

         1) To act as and receive the benefits available to Foreign Sales
Corporation as defined in Section 922 of the U.S. Internal Revenue Code of 1954.

         2) To buy, sell, procure, franchise, produce, manufacture and dispose
of all kinds of goods, wares, foods, potables, drugs, merchandise, manufactures,
commodities,

   4

furniture, machinery, tools, supplies and products, and generally to engage in
and conduct any form of manufacturing, repairing, or mercantile enterprise not
contrary to law.

         3) To engage in, carry on and conduct research, experiments,
investigations, analyses, studies and laboratory work, for the purpose of
discovering new products or to improve products, articles and things, and to
buy, construct or otherwise acquire, own operate, maintain, lease, sell,
mortgage or otherwise dispose of laboratories, and similar facilities, plants
and any and all other establishments, and to procure, construct, own, use, hold
and dispose of all necessary equipment in respect thereof, for the purpose
aforesaid.

         4) To engage in, conduct and carry on in all its various branches and
details, the business of importing, exporting, trading, exchanging, handling,
negotiating, bartering, bargaining, buying, selling, marketing, distributing,
and generally without limit to deal and traffic in all kinds of goods, wares,
and merchandise and to exercise in respect thereto all the rights, powers and
privileges of owner, broker, agent, subagent, or consignee and to do all lawful
things necessary, expedient, or convenient to be done in connection therewith or
in aid thereof.

         5) To buy, sell, deal in, lease, operate, hold or improve and own real
estate, and the fixtures and personal property incidental thereto or connected
therewith and with that end in view, to acquire by purchase, lease or hire, or
otherwise, lands, tenements, hereditarily, or interests therein, and to improve
the same, and generally to hold, manage, deal with and improve the property of
the corporation, and to sell, lease, mortgage, pledge, or otherwise dispose of
the lands, tenements and hereditaments and other property of the corporation.

         6) To own, operate, maintain, manage, equip, improve, repair, alter and
otherwise deal with, use, and enjoy, to invent, design, develop, assemble,
build, construct, fabricate, manufacture, buy, import, lease as lessee and to
otherwise acquire, to mortgage, deal in trust, pledge and otherwise dispose of
goods, commodities, wares and merchandise, and personal property of every sort,
nature and description.

         7) To borrow and loan money with or without security and to issue,
sell, or pledge bonds, promissory notes, bills of exchange, debentures and other
obligations and evidence of indebtedness secured or unsecured.

         8) To guarantee the performance of any contract or the obligation of
any person, firm, corporation, association or entity.

         9) To purchase, take, receive or otherwise acquire, hold or pledge,
transfer or otherwise dispose of its own shares; provided that the corporation
shall not purchase either directly or indirectly its own shares when its not
assets are less than its stated

   5

capital or when by so doing its assets would be reduced below its stated
capital; notwithstanding the foregoing the corporation may purchase its own
shares for the purpose of (a) eliminating fractional shares, (b) collecting or
compromising claims of the corporation or securing any indebtedness to the
corporation previously incurred, (c) paying dissenting shareholders entitled to
payment for their shares in the event of a merger or consolidations or a sale or
exchange of assets or (d) effecting, subject to the law of the United States
Virgin Islands, the retirement of the redeemable shares of the corporation by
redemption or by purchase at not to exceed the redemption price; and provided
further that the shares of its own capital stock belonging to the corporation
shall not be voted upon by the corporation.

         10) To purchase, hold sell, assign, transfer, mortgage, pledge, or
otherwise hold and possess or otherwise dispose of, shares of capital stock of,
or any bonds, securities, or evidence of indebtedness created by any other
corporation or corporations of this territory or any other possession,
territory, state, country, nation or government, and while owner of said stock
to exercise all the rights, powers and privileges of ownership including the
right to vote thereon.

         11) To purchase, acquire, use, lend, lease or hold, improve, operate,
hypothecate, mortgage, sell or convey, and otherwise deal in and dispose of
property of all kinds, both real and personal, including right of patent from
the United States and/or foreign countries, patents, patent rights, license
privileges, inventions, franchises, improvement processes, copyrights,
trademarks and trade names relating to or useful in connection with the business
of this corporation.

         12) To participate as a general partner or a limited partner or both in
any limited partnership, to enter into general partnerships, associations and
joint ventures with others and to hold title and deal in all types of property
as a nominee; to act as trustee of any trust and to exercise all powers of a
trustee authorized by any trust to by law; HOWEVER, it shall not be a member of
any controlled group of corporations of which a Domestic intonation Sales
Corporation (DISC) as defined in the U.S. Internal Revenue Code of 1954 as
amended, is a member, after December 31, 1984.

         13) To have and exercise all powers necessary to convenient to effect
any or all of the purposes and powers permitted of corporations under the laws
of the United States Virgin Islands.

                                   ARTICLE TEN

         Except as otherwise specifically provided by statute, all powers of
management and direct control of the corporations shall be vested in the Board
of Directors.

   6

         The Board of Directors shall have the power to make, and from time to
time repeal, amend and alter the By-Laws of the corporation; provided, however
that the paramount power to repeal, amend and alter the By-Laws or to adopt new
By-Laws, shall always be vested in the shareholders, which power may be
exercised by a vote of the majority thereof present at any annual or special
meeting of the shareholders, and the directors thereafter have no power to
suspend, repeal, amend or otherwise alter any By-Laws or portion there of so
enacted by the shareholders unless the shareholders in enacting such By-Laws or
portion thereof shall otherwise provide.

                                 ARTICLE ELEVEN

         No contract or other transaction between this corporation and any other
firm or corporation shall be affected or invalidated by reason of the fact that
any of the members, shareholders, directors or officers of this corporation are
interested in or are members, shareholders, directors or officers of such other
firm or corporation; and any member, shareholder, director or officer of this
corporation may be a party to or may be interested in any contract or
transaction of this corporation or in which this corporation may be a party to
or may be interested in any contract or transaction of this corporation or in
which this corporation is interested and no such contract shall be affected or
invalidated thereby; and each and every person who may become a member,
shareholder, director or officer of this corporation is hereby relieved from any
liability that might otherwise exist from his contracting with this corporation
for the benefit of himself or any person, firm, association or corporation in
which he may be in any wise interested.

                                 ARTICLE TWELVE

         Any person who was or is a party or was or is threatened to be made a
party to any threatened, pending or completed action, suit writ or proceeding,
whether civil, criminal, administrative, investigative or otherwise, by reason
of the fact that he is or was a director or officer of the corporation, or of
another organization or enterprise at the request of the corporation, shall be
indemnified by the corporation to the fullest extent now or hereafter permitted
by law.

   7

         IN WITNESS WHEREOF, these Articles of Incorporation have been executed
on November 15, 1985.



                                          ______________________________
                                          THOMAS C.A.M. VAN RIJCKEVORSEL

                                          ______________________________
                                          BONNIE J. HOOD

                                          ______________________________
                                          CYNTHIA F. SMITH


                           AFFIDAVIT OF INCORPORATORS

TERRITORY OF THE VIRGIN ISLANDS      )
DIVISION OF ST. THOMAS/ST. JOHN      )   ss:

         I hereby certify that on November 15, 1985, THOMAS C.A.M. VAN
RIJCKEVORSEL, BONNIE J. HOOD, and CYNTHIA F. SMITH each personally appeared
before me, who, each, being by me first duly sworn, declared that each was the
person who signed the foregoing document as an incorporator, and that the
statements therein contained are true.

         IN WITNESS WHEREOF, I have hereunto set my hand and seal.


                                          ______________________________
                                          NOTARY PUBLIC

EX-13.2

   1

                                  DCI II, Inc.

                                      13.2

                                     Bylaws

   2

                             BYLAWS OF DCI II, INC.

                        ARTICLE I. SHAREHOLDERS' MEETINGS

SECTION 1  -  ANNUAL MEETING

         The annual meeting of the shareholders shall be held within ninety days
of the end of the fiscal year at a date and time chosen by the Directors, at the
principal office of the Corporation, or such other place as the Board of
Directors shall authorize. The meeting shall be for the purpose of electing
directors and for the transaction of such business as may be brought before it.
Notice of such meeting shall be given by the Secretary as required by law; by
serving personally or mailing not less than ten days and not more than fifty
days prior to such meeting, postage prepaid, a copy of such notice, addressed to
each shareholder entitled to vote at such meeting. Any and all notices of such
meeting may be waived by any shareholder by written waiver or by attendance
thereat, whether in person or by proxy.

SECTION 2  -  SPECIAL MEETINGS

         Special meetings of shareholders may be called by the Board of
Directors or by the President, and must be called by the President at the
request in writing by shareholders owning a majority of the shares issued and
outstanding. Notice of such special meetings shall be given by the President or
the Secretary, and shall be served personally or by mail addressed to each
shareholder of record at his last known address no less than ten days prior to
the date of such meeting.

         The notice of such meeting shall contain a statement of the business to
be transacted thereat. No business other than that specified in the notice of
the meeting shall be transacted at any such special meeting. Notice of special
meeting may be waived by any shareholder by written waiver or by attendance
thereat, in person or by proxy.

   3

SECTION 3  -  VOTING

         Shareholders entitled to vote at meetings may do so in person or by
proxy appointed by an instrument in writing subscribed by the shareholder or by
his duly authorized attorney. Each shareholder shall be entitled to one vote for
each share registered in its name on the books of the Corporation, unless
otherwise provided in the Articles of Incorporation.

SECTION 4  -  QUORUM

         At any meeting of the shareholders, except as otherwise provided by
statute, or by the Articles of Incorporation, or by these Bylaws, the holders of
a majority of the shares entitled to vote thereat shall constitute a quorum.
However, a lesser number when not constituting a quorum may adjourn the meeting
from time to time until a quorum shall be present or represented.

SECTION 5  -  VOTING AT SHAREHOLDERS' MEETINGS

         At any meeting of the shareholders, except as otherwise provided by
statute, or by the Articles of Incorporation, or by these Bylaws, the vote of
the holders of a majority of the shares present in person or by proxy shall
decided any question brought before such meeting.

                              ARTICLE II. DIRECTORS

SECTION 1  -  NUMBER

         The affairs and the business of the Corporation, except as otherwise
provided in the Articles of Incorporation, shall be managed by a Board of six
Directors.

SECTION 2  -  HOW ELECTED

         At the annual meeting of the shareholders, the persons duly elected by
the votes cast at the election held thereat shall become the directors for the
ensuing year.

   4

SECTION 3  -  TERM OF OFFICE

         The term of office of each of the directors shall be until the next
annual meeting of shareholders and thereafter until a successor has been elected
and qualified.

SECTION 4  -  DUTIES OF DIRECTORS

         The Board of Directors shall have control and general management of the
affairs and business of the corporation unless otherwise provided in the
Articles of Incorporation. Such directors shall in all cases act as a Board
regularly convened by a majority, and they may adopt such rules and regulations
for the conduct of their meetings, and the management and business of the
Corporation as they may deem proper, not inconsistent with these Bylaws and the
Laws of the Territory of the United States Virgin Islands.

SECTION 5  -  DIRECTORS' MEETINGS

         Regular meetings of the Board of Directors shall be held immediately
following the annual meetings of the shareholders, and at such other times as
the Board of Directors may determine. Special meetings of the Board of Directors
may be called by the President at any time and must be called by the President
or the Secretary upon the written request of two Directors.

SECTION 6  -  NOTICE OF SPECIAL MEETINGS

         Notice of special meetings of the Board of Directors shall be served
personally or by mail addressed to each Director at its last known address no
less than ten days prior to the date of such meeting. The notice of such meeting
shall contain a statement of the business transacted thereat. No business other
than that specified in the call for the meeting shall be transacted at any such
special meeting. Notice of special meeting may be waived by any Director by
written waiver or by personal attendance thereat without protest of lack of
notice to him.

   5

SECTION 7  -  QUORUM

         At any meeting of the Board of Directors, except as otherwise provided
by the Articles of Incorporation, or by these Bylaws, one-third, but not less
than two, or the Board of Directors shall constitute a quorum. However, a lesser
number when not constituting a quorum may adjourn the meeting from time to time
until a quorum shall be present or represented.

SECTION 8  -  VOTING

         Except as otherwise provided by statute, or by the Articles of
Incorporation, or by these Bylaws, the affirmative vote of a majority of the
Directors present at any meeting of the Board of Directors at which a quorum is
present shall be necessary for the transaction of any item of business thereat.

SECTION 9  -  VACANCIES

         Unless otherwise provided in the Articles of Incorporation, vacancies
in the Board of Directors occurring between annual meetings of the shareholders
shall be filled for the unexpired portion of the term by a majority vote of the
remaining Directors, even though less than a quorum exists.

SECTION 10  -  REMOVAL OF DIRECTORS

         Any of all of the Directors may be removed, either with or without
cause, at any time by a vote of the shareholders at any meeting called for such
purpose.

                              ARTICLE III. OFFICERS

SECTION 1  -  NUMBER OF OFFICERS

         The officers of the Corporation shall be a President, a Vice-President,
a Treasurer, a Secretary, and any other officers or assistant officers the
Directors deem advisable, and any officer may hold more than one office, except
the same person may not hold the offices of President or Vice-President and
Secretary or Assistant Secretary. The Board of Directors

   6

may appoint such other agents and employees as in their sole discretion they
shall deem advisable, who shall be subject to recall at all times by a majority
vote of the Board of Directors

SECTION 2  - ELECTION OF OFFICERS

         Officers of the Corporation shall be elected at the first meeting of
the Board of Directors. Thereafter, and unless otherwise provided in the
Articles of Incorporation, the officers of the Corporation shall be elected
annually by the Board of Directors at its meeting held immediately after the
annual meeting of shareholders and shall hold office for one year and until
their successors have been duly elected and qualified.

SECTION 3  -  REMOVAL OF OFFICERS

         Any officer elected by the Board of Directors may be removed, with or
without cause, and a successor elected, by vote of the Board of Directors,
regularly convened at a regular or special meeting. Any officer elected by the
shareholders may be removed, with or without cause, and a successor elected, by
vote of the shareholders, regularly convened at an annual or special meeting.

SECTION 4  -  PRESIDENT

         The President shall be the chief executive officer of the Corporation
and shall have general charge of the business, affairs and property thereof,
subject to direction of the Board of Directors, and shall have general
supervision over its offices and agents. He shall, if present, preside at all
meetings of the Board of Directors in the absence of a Chairman of the Board and
at all meetings of shareholders. He may do and perform all acts incident to the
office of President

SECTION 5  -  VICE-PRESIDENT

         In the absence of or inability of the President to act, the
Vice-President shall perform the duties and exercise the powers of the President
and shall perform such other functions as the Board of Directors may from time
to time prescribe.

   7

SECTION  6 - SECRETARY

         The Secretary shall:

                  a) Keep the minutes of the meetings of the Board of Directors
and of the shareholders in appropriate books.

                  b) Give and serve all notice of all meetings of the
Corporation.

                  c) Be custodian of the records and of the seal of the
Corporation and affix the latter to such instruments or documents as may be
authorized by the Board of Directors.

                  d) Keep the shareholder records in such a manner as to show at
any time the amount of shares, the manner and the time the same was paid for,
the names of the owners thereof alphabetically arranged and their respective
places of residence, or their Post Office addresses, the number of shares owned
by each of them and the time at which each person became owner, and keep such
shareholder records available daily during the usual business hours at the
office of the Corporation subject to the inspection of any person duly
authorized, as prescribed by law.

                  e) Do and perform all other duties incident to the office of
Secretary.

SECTION 7  -  ASSISTANT SECRETARY

         If the Directors elect an Assistant Secretary, in the absence or
inability of the Secretary to act, the Assistant Secretary shall perform the
duties and exercise the powers of the Secretary.

SECTION  8 - TREASURER

         The Treasurer shall:

                  (a) Have the care and custody of and be responsible for all of
the funds and securities of the Corporation and deposit of such funds in the
name and to the credit of the Corporation in such a bank and safe deposit vaults
as the Directors may designate.

   8

                  (b) Exhibit at all reasonable times his books and accounts to
any Director or shareholder of the Corporation upon application at the office of
the Corporation during business hours.

                  (c) Render a statement of the condition of the finances of the
Corporation at each stated meeting of the Board of Directors if called upon to
do so, and a full financial report at the annual meeting of shareholders. He
shall keep at the office of the Corporation correct books of account of all of
its business and transactions and such books of account as the Board of
Directors may require. He shall do and perform all other duties incident to the
office of Treasurer.

SECTION 9  -  ASSISTANT TREASURER

         If the Directors elect and Assistant Treasurer, in the absence or
inability of the Treasurer to act, the Assistant Treasurer shall perform the
duties and exercise the powers of the Treasurer.

SECTION 10  -  DUTIES OF OFFICERS MAY BE DELEGATED

         In the case of the absence of any officer of the Corporation, or for
any reason the Board may deem sufficient, the Board may, except as otherwise
provided in these Bylaws, delegate the powers or duties of such officers to any
other officer or any Director for the time being, provided a majority of the
entire Board concurs therein.

SECTION 11  -  VACANCIES  -  HOW FILLED

         Should any vacancy in any office occur by death, resignation or
otherwise, the same shall be filled, without undue delay, by the Board of
Directors at its next regular meeting or at a special meeting called for that
purpose, except as otherwise provided in the Articles of Incorporation.

   9

SECTION 12  -  COMPENSATION OF OFFICERS

         The officers shall receive such salary or compensation as may be fixed
and determined by the Board of Directors, except as otherwise provided in the
Articles of Incorporation.

                 ARTICLE IV. LIABILITY OF DIRECTORS AND OFFICERS

         Neither the Directors not the officers of the Corporation shall be
liable to the Corporation or the shareholders for any mistake of judgment or for
any other acts or omissions of any nature whatsoever as such Directors and
officers except for any acts or omissions found by a court to constitute gross
negligence or fraud. The Corporation shall indemnify and hold harmless each of
the Directors and each of the officers against all contractual and other
liabilities to others arising out of contracts may by or other acts of the
Directors and officers of the Corporation on behalf of the Corporation or
arising out of their status as Directors or officers unless any such contract or
act shall have been made fraudulently or with gross negligence or contrary to
provisions of the Articles of Incorporation. It is intended that the foregoing
indemnification against all costs and expenses (including, but not limited to,
counsel fees, amounts of judgments paid and amounts paid or received in
settlement) reasonably incurred in connection with the defense of any claim,
action suit or proceeding, whether civil, criminal, administrative or other, in
which any Director or officer of the Corporation may be involved by virtue of
such persons being or having been such Director or officer; provided, however,
that such indemnity shall not be operative with respect to (a) any matter to
which such person shall have been finally adjudged in such action, suit or
proceeding to be liable for gross negligence or fraud in the performance of his
or her duties as such Director or officer, or (b) any matter settled or
compromised, unless, in the opinion of independent counsel selected by or in a
manner determined by the Board, there is not reasonable ground for such persons
being adjudged liable for gross negligence or fraud in the performance of his
duties as such Director or officer. Every agreement made by Directors or
officers on behalf of the Corporation shall

   10

be deemed to provide that the Directors or officers, as the case may be, are
acting only as agents for the Corporation and shall have no personal liability
thereunder.

                   ARTICLE V. CERTIFICATES REPRESENTING SHARES

SECTION 1  -  ISSUE OF CERTIFICATES REPRESENTING SHARES

         The President shall cause to be issued to each shareholder one or more
certificates, under the seal of the Corporation, signed by the President (or
Vice-President) and the Treasurer (or Secretary) certifying the number of shares
owned by it in the Corporation.

SECTION 2  -  TRANSFER OF SHARES

         The shares of the Corporation shall be transferable only upon its books
by the registered holders thereof in person by their duly authorized attorneys
or legal representatives. The former certificates must be surrendered to the
Secretary, or to such other person as the Directors may designate, by whom they
shall be cancelled, and new certificates shall thereupon be issued. No transfer
of shares shall be made within ten days next preceding the annual meeting of
shareholders.

SECTION 3  -  LOST CERTIFICATES

         If the holder of any shares shall lose the certificate thereof, he
shall immediately notify the Corporation of such fact and the Board of Directors
may then cause a new certificate to be issued to it subject to the deposit of a
bond or other indemnity in such form and with such sureties if any as the Board
may require.

                                ARTICLE VI. SEAL

         The seal of the Corporation shall be as follows:

                                     [ Seal]

   11

                  ARTICLE VII. DIVIDENDS OR OTHER DISTRIBUTIONS

        The Corporation, by vote of the Board of Directors, may declare and pay
dividends or make other distributions in cash or its bonds or its property or
its outstanding shares to the extent as provided and permitted by law, unless
contrary to any restriction contained in the Articles of Incorporation.

                      ARTICLE VIII. NEGOTIABLE INSTRUMENTS

         All checks, notes or other negotiable instruments shall be signed on
behalf of this Corporation by such of the officers, agents and employees as the
Board of Directors may from time to time designate, except as otherwise provided
in the Articles of Incorporation.

                             ARTICLE IX. FISCAL YEAR

         The fiscal year of the Corporation shall be determined by resolution of
the Board of Directors.

                               ARTICLE X. OFFICES

         The principal office of the Corporation shall be located in St. Thomas,
Territory of the Unites States Virgin Islands. The Board of Directors may from
time to time designate such other offices within or without the Territory of the
United States Virgin Islands as the business of the Corporation may require, so
long as said office is not in the United States of America.

                             ARTICLE XI. AMENDMENTS

         Bylaws may be amended, repealed or adopted by vote of the holders of
the shares at the time entitled to vote in the election of any Directors, and
may be amended, repealed or adopted as otherwise provided by law or the Articles
of Incorporation.

   12

MINUTES OF ANNUAL MEETING
of the Stockholders
of DCI II, Inc.

The annual meeting of the stockholders of the above captioned Corporation was
held on September 27, 1993 at 11:00 a.m. at Guardian Building, 2nd Floor, St.
Thomas, Virgin Islands.

The President and Secretary not being present at the meeting, it was moved,
seconded and unanimously carried that Susan S. Seipel, Director of the
Corporation, be designated Chairman and Leslie G. Thomas, Director of the
Corporation, be designated Secretary for purposes of this meeting only.

A written waiver of notice of this meeting, signed by the stockholder, was then
presented and read by the Secretary and was ordered appended to these Minutes.

The Chairman then asked if there were any stockholders present in person or
represented by proxy. The following stockholder then appeared:

Delmarva Capital Investments, Inc.

The Chairman then stated that all of the outstanding shares of the Corporation
were represented.

The Chairman then stated that management of the Corporation has recommended that
the By-Laws of the Corporation be amended to clarify that there can be more than
one Vice President and to create the office of General Manager. Upon motion duly
made, seconded and unanimously carried, the following resolutions were adopted:

                           RESOLVED, That Article III of the By-Laws of the
                  Corporation be, and the same are, hereby amended to create the
                  office of General Manager as follows:

                  1. Article III Section 1 shall now read as follows:

                  "SECTION 1 - NUMBER OF OFFICERS

                           The officers of the Corporation shall be a President,
                  one or more Vice Presidents or General Managers, a Treasurer,
                  a Secretary, and any other officers or assistant officers the
                  Directors deem advisable, and any officer may hold more than
                  one office, except the same person may not hold the offices of
                  President or Vice President and Secretary or Assistant

   13

                  Secretary. The Board of Directors may appoint such agents and
                  employees as in their sole discretion they shall deem
                  advisable, who shall be subject to recall at all times by a
                  majority vote of the Board of Directors."

                  2. Article II Section 5 - Vice President, shall now read as
                  follows:

                  "SECTION 5 - VICE PRESIDENT

                           In the absence of the President or in the event of
                  his inability or refusal to act, the Vice President (or in the
                  event there be more than one Vice President, the Vice
                  Presidents in the order designated, or in the absence of any
                  designation, then in the order of their election) shall
                  perform the duties of the President, and when so acting, shall
                  have all the powers of and be subject to all the restrictions
                  upon the President. The Vice Presidents shall perform such
                  other duties and have such other powers as the Board of
                  Directors may from time to time prescribe.

                  3. Existing Sections 6, 7, 8, 9, 10, 11, and 12 of Article III
                  shall be renumbered as Sections 7, 8, 9, 10, 11, 12 and 13,
                  respectively, and a new Section 6 shall be inserted therein as
                  follows:

                  "SECTION 6 - GENERAL MANAGER

                                    The General Manager or General Managers
                  shall assist the President and the Vice President(s) in
                  managing the general affairs of the Corporation. In the
                  absence of the Vice President (or in the event there be more
                  than one Vice President, any of the Vice Presidents) or in the
                  event of his (or in the event there be more than one Vice
                  President, any of their respective) inability or refusal to
                  act, the General Manager (or Senior General Manager as
                  designated by the Board of Directors if there is more than 6ne
                  General Manager) shall perform the duties of such Vice
                  President, and when so acting, shall have all the powers of
                  and be subject to all the restrictions upon such Vice
                  President. The General Manager or General Managers shall
                  perform such other duties and have such other powers as the
                  President or the Board of Directors may from time to time
                  prescribe."

   14

The Chairman noted that it was in order to consider electing a Board of
Directors for the ensuing year. upon nominations duly made, seconded and
unanimously carried, the following persons were elected as Directors of the
Corporation, to serve for the ensuing year and until such time their successors
are elected and qualify:

Susan S. Seipel
Leslie G. Thomas
Barbara S. Graham
Mark H. Schneider
Thomas S. Shaw
Richard J. Squadron

No other business coming before the meeting, upon motion duly made, seconded and
unanimously carried, the meeting was adjourned.



__________________________________
Chairman



__________________________________
Secretary

EX-14.1

   1

                                DCTC-Burney, Inc.

                                      14.1

                          Certificate of Incorporation
                               Filed June 26, 1987

   2

                          CERTIFICATE OF INCORPORATION
                                       OF
                               DCTC-REDDING, INC.

                  FIRST:  The name of the Corporation is DCTC-Redding, Inc.

                  SECOND: The address of DCTC-Redding, Inc.'s registered agent
in the State of Delaware is 800 King Street, City of Wilmington, and County of
New Castle, 19899. The registered agent is the Corporation itself.

                  THIRD: The nature of the business or purposes to be conducted
or promoted is:

                           To engage in any lawful act or activity for which
                           corporations may be organized under the General
                           Corporation Law of the State of Delaware.

                  FOURTH: The total number of shares which this Corporation is
authorized to issue is One Thousand (1,000) shares of Common Stock having a par
value of One Dollar ($1.00) per share.

                  FIFTH: The name and mailing address of the Incorporator is:

                  Name                          Address

                  Barry J. Sheingold            800 King Street
                                                Wilmington, Delaware 19899

                  SIXTH: The names and mailing addresses of the directors who
shall serve until the first annual meeting of stockholders or until their
successors are elected and qualify are:

                  Name                          Address

                  Nevius M. Curtis              800 King Street
                                                Wilmington, Delaware 19899

                  Roger D. Campbell             800 King Street
                                                Wilmington, Delaware 19899

   3

                  H. Ray Landon                 800 King Street
                                                Wilmington, Delaware 19899

                  Donald E. Cain                P. O. Box 9239
                                                Newark, Delaware 19714

                  Thomas S. Shaw, Jr.           800 King Street
                                                Wilmington, Delaware 19899

                  SEVENTH: The Board of Directors may make, alter and repeal any
by-law of the Corporation.

                  EIGHTH: No director of the Corporation shall be personally
liable to the Corporation for monetary damages for breach of fiduciary duty by
such director; provided, however, that this Article EIGHTH shall not eliminate
or limit the liability of a director to the extent provided by law (i) for any
breach of the director's duty of loyalty to the Corporation or its stockholders;
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the General
Corporation Law of the State of Delaware, or (iv) for any transaction from which
the director derived an improper personal benefit. The Corporation shall
indemnify its directors, officers and employees against expenses, judgment,
fines and amounts paid in settlement actually and reasonably incurred by them by
reason of their serving in such capacity to the fullest extent permitted by the
Delaware General Corporation Law.

                I, the undersigned, being the Incorporator hereinbefore named,
for the purpose of forming a corporation pursuant to the General corporation Law
of the State of Delaware, do make this Certificate, hereby declaring and
certifying that this is my act and deed and that the facts herein stated are
true and accordingly have hereunto set my hand and seal this 16th day of June,
1987.


                                          _______________________________
                                          Barry J. Sheingold

EX-14.2

   1

                                DCTC-Burney, Inc.

                                      14.2

                                     Bylaws

   2

                                     BYLAWS
                                       OF
                                DCTC-BURNEY, INC.

1.                OFFICES.

                  1.1 Offices. In addition to its registered office in the State
of Delaware, the Corporation shall have a corporate office in Wilmington,
Delaware, and such other offices, either within or without the State of
Delaware, at such locations as the Board of Directors may from time to time
determine or the business of the Corporation may require.

2.                SEAL.

                  2.1 Seal. The Corporation shall have a seal, which shall have
inscribed thereon its name and year of incorporation and the words, "Corporate
Seal Delaware.

3.                MEETINGS OF STOCKHOLDERS.

                  3.1 Annual Meetings. The annual meeting of stockholders of the
Corporation shall be held on such date, at such time and at such place within or
without the State of Delaware as shall be determined by the Board of Directors
from time to time.

                  3.2 Special Meetings. Special meetings of the stockholders of
the Corporation shall be held on such date, at such time and at such place
within or without the State of Delaware as may be designated by the Chairman of
the Board or by the Board of Directors.

                  3.3 Notice of Meetings. (a) Notices of meetings of
stockholders shall be in writing and shall state the place, date, and hour of
the meeting, and, in the case of a special meeting, the purpose or purposes for
which a meeting is called. No business other than that specified in the notice
thereof shall be transacted at any special meeting.

                           (b)  Such notice shall either be delivered personally
or mailed, postage prepaid, to each stockholder entitled to vote at such meeting
not less than 10 nor more than 60 days before the date of the meeting. If
mailed, the notice shall be directed to the stockholder at his or her address as
it appears on the records of the Corporation. Personal delivery of any such
notice to any officer of a corporation or association or to any member of a
partnership shall constitute delivery of such notice to such corporation,
association, or partnership.

                           (c)  Notice of any meeting of stockholders need not
be given to any stockholder if waived by such stockholder in writing, whether
before or after such meeting is held, or if such stockholder shall sign the
minutes or attend the meeting, except that if such stockholder attends a meeting
for the express purpose of objecting at the beginning of the

   3

meeting to the transaction of any business because the meeting is not lawfully
called or convened, such stockholder shall not be deemed to have waived notice
of such meeting.

                  3.4 Adjourned Meetings. When a meeting is adjourned to another
time or place, unless otherwise provided by these Bylaws, notice need not be
given of the adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken. At the adjourned meeting the
stockholders may transact any business that might have been transacted at the
original meeting. If an adjournment is for more than 30 days, or if after an
adjournment, a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder entitled to vote at the
meeting.

                  3.5 Quorum and Adjournment. Except as otherwise provided by
law, by the Certificate of Incorporation of the Corporation, or by these Bylaws,
the presence, in person or by proxy, of the holders of a majority of the
aggregate voting power of the stock issued and outstanding, entitled to vote
thereat, shall constitute a quorum for the transaction of business at all
meetings of stockholders. If such majority shall not be present or represented
at any meeting of stockholders, the stockholders present, although less than a
quorum, shall have the power to adjourn the meeting.

                  3.6 Vote Required. Except as otherwise provided by law or by
the Certificate of Incorporation:

                           (a)  Directors shall be elected by a plurality of the
votes present in person or represented by proxy at a meeting of stockholders and
entitled to vote in the election of directors, and

                           (b)  whenever any corporate action other than the
election of Directors is to be taken, it shall be authorized by a majority in
voting power of the shares present in person or by proxy at a meeting of
stockholders and entitled to vote on the subject matter.

                  3.7 Manner of Voting. At each meeting of stockholders, each
stockholder having the right to vote shall be entitled to vote in person or by
proxy. Proxies need not be filed with the Secretary of the Corporation until the
meeting is called to order, but shall be filed before being voted. Each
stockholder shall be entitled to vote each share of stock having voting power
registered in his or her name on the books of the Corporation on the record date
fixed for determination of stockholders entitled to vote at such meeting.

                  3.8 Stockholder Action Without a Meeting. Except as otherwise
provided by law or by the Certificate of Incorporation, any action required to
be taken at any meeting of stockholders of the corporation, or any action that
may be taken at any annual or special meeting of such stockholders, may be taken
without a meeting, without prior notice, and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a

   4

meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing and who, if the action had been
taken at a meeting, would have been entitled to notice of the meeting if the
record date for such meeting had been the date that written consents signed by a
sufficient number of the holders to take the action were delivered to the
Corporation.

                  3.9 Proxies. (a) At any meeting of stockholders, any
stockholder may be represented and vote by proxy or proxies appointed by a
written form of proxy. In the event that any form of proxy shall designate two
or more persons to act as proxies, a majority of such persons present at the
meeting or, if only one shall be present, then that one shall have and may
exercise all of the powers conferred by the form of proxy upon all of the
persons so designated unless the form of proxy shall otherwise provide.

                           (b)  The Board of Directors may, in advance of any
annual or special meeting of the stockholders, prescribe additional regulations
concerning the manner of execution and filing of proxies and the validation of
the same, which are intended to be voted at any such meeting.

                  3.10 Presiding Officer and Secretary. The Chairman of the
Board shall act as chairman of all meetings of the stockholders. In the absence
of the Chairman of the Board, the Vice Chairman of the Board or, in his or her
absence, the Chief Executive Officer or, in his or her absence, the President
or, in his or her absence, any Vice President designated by the Board of
Directors shall act as chairman of the meeting.

                  The Secretary of the Corporation shall act as secretary of all
meetings of the stockholders, but, in the absence of the Secretary, the
Assistant Secretary designated in accordance with Section 5.11 (b) of these
Bylaws shall act as secretary of all meetings of the stockholders, but in the
absence of a designated Assistant Secretary, the chairman of the meeting may
appoint any person to act as secretary of the meeting.

                  3.11 Procedure. At each meeting of stockholders, the chairman
of the meeting shall fix and announce the date and time of the opening and the
closing of the polls for each matter upon which the stockholders will vote at
the meeting and shall determine the order of business and all other matters of
procedure. Except to the extent inconsistent with any such rules and regulations
as adopted by the Board of Directors, the chairman of the meeting may establish
rules, which need not be in writing, to maintain order and safety and for the
conduct of the meeting. Without limiting the foregoing, he or she may:

                           (a)  restrict attendance at any time to bona fide
stockholders of record and their proxies and other persons in attendance at the
invitation of the chairman;

                           (b)  restrict dissemination of solicitation materials
and use of audio or visual recording devices at the meeting;

                           (c)  adjourn the meeting without a vote of the
stockholders, whether or not there is a quorum present; and

   5

                           (d) make rules governing speeches and debate,
including time limits and access
to microphones.

The chairman of the meeting shall be entitled to act in his or her absolute
discretion and his or her rulings shall not be subject to appeal.

4.                DIRECTORS.

                  4.1 Powers. The Board of Directors shall exercise all of the
powers of the Corporation except such as are by law, or by the Certificate of
Incorporation of this Corporation or by these Bylaws conferred upon or reserved
to the stockholders of any class or classes.

                  4.2 Resignations. Any Director may resign at any time by
giving written notice to the Board of Directors or the Secretary. Such
resignation shall take effect at the date of receipt of such notice or at any
later time specified therein. Acceptance of such resignation shall not be
necessary to make it effective.

                  4.3 Presiding Officer and Secretary. The Chairman of the Board
shall act as chairman of all meetings of the Board of Directors. In the absence
of the Chairman of the Board, the Vice Chairman of the Board, or in his absence,
the Chief Executive Officer or other person designated by the Board of Directors
shall act as chairman of the meeting.

                           The Secretary of the Corporation shall act as
secretary of all meetings of the Board of Directors, but, in the absence of the
Secretary, the Assistant Secretary designated in accordance with Section 5.11
(b) of these Bylaws shall act as secretary of all meetings of the Board of
Directors, but in the absence of a designated Assistant Secretary, the chairman
of the meeting may appoint any person to act as secretary of the meeting.

                  4.4 Annual Meetings. The Board of Directors shall meet each
year immediately following the annual meeting of stockholders, at the place
where such meeting of stockholders has been held, or at such other place as
shall be fixed by the person presiding over the meeting of the stockholders, for
the purpose of election of officers and consideration of such other business as
the Board of Directors considers relevant to the management of the Corporation.
In the event that in any year Directors are elected by written consent in lieu
of an annual meeting of stockholders, the Board of Directors shall meet in such
year as soon as practicable after receipt of such written consent by the
Corporation at such time and place as shall be fixed by the Chairman of the
Board, for the purpose of election of officers and consideration of such other
business as the Board of Directors considers relevant to the management of the
Corporation.

                  4.5 Regular Meetings. Regular meetings of the Board of
Directors shall be held on such dates and at such times and places, within or
without the state of Delaware, as shall from time to time be determined by the
Board of Directors. In the absence of any such determination, such meetings
shall be held at such times and places, within or without the

   6

State of Delaware, as shall be designated by the Chairman of the Board on not
less than twelve hours notice to each Director, given verbally or in writing,
whether personally, by telephone (including by message or recording device), by
facsimile transmission, by telegram, or by telex, or on not less than three (3)
calendar days' notice to each Director given by mail.

                  4.6 Special Meetings. Special meetings of the Board of
Directors shall be held at the call of the Chairman of the Board at such times
and places, within or without the State of Delaware, as he or she shall
designate, on not less than twelve hours notice to each Director, given verbally
or in writing, whether personally, by telephone (including by message or
recording device), by facsimile transmission, by telegram, or by telex, or on
not less than three (3) calendar days' notice to each Director given by mail.
Special meetings shall be called by the Secretary on like notice at the written
request of a majority of the Directors then in office.

                  4.7 Quorum and Powers of a Majority. At all meetings of the
Board of Directors and of each committee thereof, a majority of the members
shall be necessary and sufficient to constitute a quorum for the transaction of
business, and the act of a majority of the members present at any meeting at
which a quorum is present shall be the act of the Board of Directors or such
committee, unless by express provision of law, of the Certificate of
Incorporation, or of these Bylaws, a different vote is required, in which case
such express provision shall govern and control. In the absence of a quorum, a
majority of the members present at any meeting may, without notice other than
announcement at the meeting, adjourn such meeting from time to time until a
quorum is present.

                  4.8 Waiver of Notice. Notice of any meeting of the Board of
Directors, or any committee thereof, need not be given to any member if waived
by him or her in writing, whether before or after such meeting is held, or if he
or she shall sign the minutes or attend the meeting, except that if such
Director 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, then such Director shall not be deemed to have
waived notice of such meeting.

                  4.9 Manner of Acting. (a) Members of the Board of Directors,
or any committee thereof, may participate in any meeting of the Board of
Directors or such committee by means of conference telephone or similar
communications equipment by means of which all persons participating therein can
hear each other, and participation in a meeting by such means shall constitute
presence in person at such meeting.

                  (b) Any action required or permitted to be taken at any
meeting of the Board of Directors or any committee thereof may be taken without
a meeting if all members of the Board of Directors or such committee, as the
case may be, consent thereto in writing, and the writings are filed with the
minutes of proceedings of the Board of Directors or such committee.

                  4.10  Compensation. (a) The Board of Directors, by a
resolution or resolutions, may fix, and from time to time change, the
compensation of Directors.

   7

                           (b)  Each Director shall be entitled to reimbursement
from the Corporation for his or her reasonable expenses incurred with respect to
duties as a member of the Board of Directors or any committee thereof.

                           (c)  Nothing contained in these Bylaws shall be
construed to preclude any Director from serving the Corporation in any other
capacity and from receiving compensation from the Corporation for service
rendered to it in such other capacity.

                  4.11 Committees. The Board of Directors (or any committee
thereof having the power and authority to do so) may designate one or more
committees, each committee to consist of one or more Directors, which to the
extent provided in said resolution or resolutions shall have and may exercise
the powers and authority of the Board of Directors in the management of the
business and affairs of the corporation; provided, however, that no such
committee shall have the power or authority in reference to the following
matters: (i) approving or adopting, or recommending to the stockholders, any
action or matter expressly required by the General Corporation Law of Delaware
(the "GCLD") to be submitted to stockholders for approval or (ii) adopting,
amending, or repealing any bylaw of the Corporation. The Board of Directors may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member of the committee. In the absence or
disqualification of a member of a committee, the member or members present at
any meeting of such committee and not disqualified from voting, whether or not
such member of members constitute a quorum, may unanimously appoint another
member of the board of directors to act at the meeting in place of such absent
or disqualified director.

                  4.12 Committee Procedure, Limitations of Committee Powers. (a)
Except as otherwise provided by these Bylaws, each committee shall adopt its own
rules governing the time, place and method of holding its meetings and the
conduct of its proceedings and shall meet as provided by such rules or by
resolution of the Board of Directors. Unless otherwise provided by these Bylaws
or any such rules or resolutions, notice of the time and place of each meeting
of a committee shall be given to each member of such committee as provided in
Section 4.6 of these Bylaws with respect to notices of special meetings of the
Board of Directors.

                           (b)  Each committee shall keep regular minutes of its
proceedings and report the same to the Board of Directors when required.

                           (c) Any member of any committee may be removed from
such committee either with or without cause, at any time, by the Board of
Directors at any meeting thereof. Any vacancy in any committee shall be filled
by the Board of Directors in the manner prescribed by the Certificate of
Incorporation or these Bylaws for the original appointment of the members of
such committee.

   8

5.                         OFFICERS.

                  5.1 Number. (a) The officers of the Corporation shall include
a Chief Executive Officer, a President, one or more Vice Presidents (including
one or more Executive Vice Presidents and one or more Senior Vice Presidents if
deemed appropriate by the Board of Directors), a Secretary, a Treasurer, and a
Controller. The Board of Directors shall also elect a Chairman of the Board and
may elect a Vice Chairman of the Board. The Board of Directors may also elect
such other officers as the Board of Directors may from time to time deem
appropriate or necessary. Except for the Chairman of the Board, the Vice
Chairman of the Board, and the Chief Executive Officer, none of the officers of
the Corporation needs to be a director of the Corporation. Any two or more
offices may be held by the same person to the extent permitted by the GCLD.

                           (b)  The Board of Directors may delegate to the Chief
Executive Officer or President the power to appoint one or more employees of the
Corporation as divisional or departmental vice presidents and fix the duties of
such appointees. However, no such divisional or departmental vice president
shall be considered as an officer of the Corporation, the officers of the
Corporation being limited to those officers elected by the Board of Directors.

                  5.2 Election of Officers, Qualification and Term. The officers
of the Corporation shall be elected from time to time by the Board of Directors
and, except as may otherwise be expressly provided in a contract of employment
duly authorized by the Board of Directors, shall hold office at the pleasure of
the Board of Directors.

                  5.3 Removal. Any officer elected by the Board of Directors may
be removed, either with or without cause, by the Board of Directors at any
meeting thereof, or to the extent delegated to the Chairman of the Board or the
Chief Executive Officer, by the Chairman of the Board or the Chief Executive
Officer.

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

                  5.5 Salaries. The salaries of all officers of the Corporation
shall be fixed by the Board of Directors from time to time, and no officer shall
be prevented from receiving such salary by reason of the fact that he or she is
also a Director of the Corporation.

                  5.6 The Chairman of the Board. The Chairman of the Board shall
have the powers and duties customarily and usually associated with the office of
the Chairman of the Board. The Chairman of the Board shall preside at meetings
of the stockholders and of the Board of Directors.

                  5.7 Vice Chairman of the Board. The Vice Chairman of the Board
shall

   9

have the powers and duties customarily and usually associated with the office of
the Vice Chairman of the Board.

                  5.8 Chief Executive Officer. The Chief Executive Officer shall
have, subject to the supervision, direction and control of the Board of
Directors, the general powers and duties of supervision, direction and
management of the affairs and business of the Corporation usually vested in the
chief executive officer of a corporation, including, without limitation, all
powers necessary to direct and control the organizational and reporting
relationships within the Corporation. If at any time the office of the Chairman
of the Board and the Vice Chairman of the Board shall not be filled, or in the
event of the temporary absence or disability of the Chairman of the Board and
the Vice Chairman of the Board, the Chief Executive Officer shall have the
powers and duties of the Chairman of the Board.

                  5.9 The President. The President shall serve as chief
operating officer and shall have such other powers and perform such other duties
as may be delegated to him or her from time to time by the Board of Directors or
the Chief Executive Officer.

                  5.10 The Vice Presidents. Each Vice President shall have such
powers and perform such duties as may from time to time be assigned to him or
her by the Board of Directors, the Chief Executive Officer, or the President.

                  5.11 The Secretary and the Assistant Secretary. (a) The
Secretary shall attend meetings of the Board of Directors and meetings of the
stockholders and record all votes and minutes of all such proceedings in a book
kept for such purpose. He or she shall have all such further powers and duties
as generally are incident to the position of Secretary or as may from time to
time be assigned to him or her by the Board of Directors, the Chief Executive
Officer, or the President.

                           (b)  Each Assistant Secretary shall have such powers
and perform such duties as may from time to time be assigned to him or her by
the Board of Directors, the Chief Executive Officer, the President, or the
Secretary. In case of the absence or disability of the Secretary, the Assistant
Secretary designated by the Chief Executive Officer (or, in the absence of such
designation, by the Secretary) shall perform the duties and exercise the powers
of the Secretary.

                  5.12 The Treasurer and the Assistant Treasurer. (a) The
Treasurer shall have custody of the Corporation's funds and securities and shall
keep full and accurate accounts of receipts and disbursements in books belonging
to the Corporation and shall deposit or cause to be deposited moneys or other
valuable effects in the name and to the credit of the Corporation in such
depositories as may be designated by the Board of Directors. The Treasurer shall
also maintain adequate records of all assets, liabilities, and transactions of
the Corporation and shall see that adequate audits thereof are currently and
regularly made. The Treasurer shall have such other powers and perform such
other duties that generally are incident to the position of Treasurer or as may
from time to time be assigned to him or her by the Board of Directors, the Chief
Executive Officer, or the President.

   10

                           (b)  Each Assistant Treasurer shall have such powers
and perform such duties as may from time to time be assigned to him or her by
the Board of Directors, the Chief Executive Officer, the President, or the
Treasurer. In case of the absence or disability of the Treasurer, the Assistant
Treasurer designated by the Chief Executive Officer (or, in the absence of such
designation, by the Treasurer) shall perform the duties and exercise the powers
of the Treasurer.

                  5.13 Controller. The Controller shall be responsible for
maintaining the accounting records and statements, and shall properly account
for all monies and obligations due the Corporation and all properties, assets,
and liabilities of the Corporation. The Controller shall render to the Chairman
of the Board or the President such periodic reports covering the results of
operations of the Corporation as may be required by either of them or by law.

6.                STOCK

                  6.1 Certificates. Certificates for shares of stock of the
Corporation shall be issued under the seal of the Corporation, or a facsimile
thereof, and shall be numbered and shall be entered in the books of the
Corporation as they are issued. Each certificate shall bear a serial number,
shall exhibit the holder's name and the number of shares evidenced thereby, and
shall be signed by the Chairman of the Board or a Vice Chairman, if any, or the
Chief Executive Officer or the President or any Vice President, and by the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer.
Any or all of the signatures on the certificate may be a facsimile. In case any
officer, transfer agent, or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent, or registrar before such certificate is issued, it may
be issued by the corporation with the same effect as if such person or entity
were such officer, transfer agent, or registrar at the date of issue.

                  6.2 Transfers. Transfers of stock of the Corporation shall be
made on the books of the Corporation only upon surrender to the Corporation of a
certificate (if any) for the shares duly endorsed or accompanied by proper
evidence of succession, assignment, or authority to transfer, provided such
succession, assignment, or transfer is not prohibited by the Certificate of
Incorporation, these Bylaws, applicable law or contract. Thereupon, the
Corporation shall issue a new certificate (if requested) to the person entitled
thereto, cancel the old certificate (if any), and record the transaction upon
its books.

                  6.3 Lost, Stolen, or Destroyed Certificates. Any person
claiming a certificate of stock to be lost, stolen, or destroyed shall make an
affidavit or an affirmation of that fact, and shall give the Corporation a bond
of indemnity in satisfactory form and with one or more satisfactory sureties,
whereupon a new certificate (if requested) may be issued of the same tenor and
for the same number of shares as the one alleged to be lost, stolen, or
destroyed.

                  6.4 Registered Stockholders.  The Corporation shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares as the person

   11

entitled to exercise the rights of a stockholder and shall not be bound to
recognize any equitable or other claim to or interest in any such shares on the
part of any other person, whether or not it shall have express or other notice
thereof, except as otherwise expressly provided by the GCLD.

                  6.5 Additional Powers of the Board. (a) In addition to those
powers set forth in Section 4.1, the Board of Directors shall have power and
authority to make all such rules and regulations as it shall deem expedient
concerning the issue, transfer, and registration of certificates for shares of
stock of the Corporation, including the use of uncertificated shares of stock
subject to the provisions of the GCLD.

                           (b)  The Board of Directors may appoint and remove
transfer agents and registrars of transfers, and may require all stock
certificates to bear the signature of any such transfer agent and/or any such
registrar of transfers.

7.                INDEMNIFICATION

                  7.1 Each person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, or investigative (hereinafter a
"proceeding"), by reason of the fact that he or she, or the person of whom he or
she is the legal representative, 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, employee, or agent of another corporation or of a
partnership, joint venture, trust, or other enterprise, including service with
respect to employee benefit plans, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the GCLD, 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 said law permitted the Corporation to provide prior
to such amendment), against all expenses, liability, and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties, and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such person
in connection therewith and such indemnification shall continue as to a person
who has ceased to be a director, officer, employee, or agent and shall inure to
the benefit of his or her heirs, executors, and administrators; provided,
however, that, except as provided in this Article 7, the Corporation shall
indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if authorized by the
Board of Directors of the Corporation. Any indemnification under this Article 7
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee, or agent is proper in the circumstances because he or she has
met the applicable standard set forth in the GCLD. Such a determination shall be
made (a) by a majority vote of the directors who are not parties to such action,
suit or proceeding, even though less than a quorum; (b) by a committee of such
directors designated by majority vote of such directors, even though less than a
quorum; (c) by independent legal counsel (compensated by the Corporation) in a
written opinion; (d) by the stockholders; or (e) in any other manner permitted
by the GCLD. In addition to the right to indemnification conferred in this
Article 7, each of the above persons shall have the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in advance of

   12

its final disposition; provided, however, that, if the GCLD requires, the
payment of such expenses incurred by a present director or officer in his or her
capacity as a director or officer of the corporation (and not in any other
capacity in which service was or is rendered by such person while a director or
officer, including, without limitation, service to an employee benefit plan) in
advance of the final disposition of a proceeding, shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of such present
director or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Article 7 or otherwise. The Corporation may, by any manner permitted by the
GCLD, provide indemnification and advancement of expenses to employees and
agents of the Corporation with the same scope and effect as the foregoing
indemnification of directors and officers. The right to indemnification and to
an advancement of expenses conferred in this Article 7 shall be a contract
right.

                  7.2 If a claim under Section 7.1 of this Article 7 is not paid
in full by the Corporation within 30 days after a written claim has been
received by the Corporation, the claimant may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to be paid also
the expense of prosecuting such claim (including attorneys' fees). It shall be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Corporation) that the claimant has not met the standard of
conduct which makes it permissible under the GCLD for the Corporation to
indemnify the claimant for the amount claimed, but the burden of proving such
defense shall be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors, a committee thereof, independent legal
counsel, or its stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he or she has met the applicable standard of conduct
set forth in the GCLD, nor an actual determination by the Corporation (including
its Board of Directors, a committee thereof, independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct. In any suit brought by the claimant
to enforce a right to indemnification or to an advancement of expenses
hereunder, or brought by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the burden of proving that the claimant
is not entitled to be indemnified, or to such advancement of expenses, under
this Article 7 or otherwise shall be on the Corporation.

                  7.3 The rights to indemnification and the payment of expenses
incurred in defending a proceeding in advance of its final disposition conferred
in this Article 7, shall not be exclusive of any other right that any person may
have or hereafter acquire under any statute, provision of the certificate of
incorporation of the Corporation, this bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.

                  7.4 The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee, or agent of the Corporation
or another corporation,

   13

partnership, joint venture, trust, or other enterprise against any such 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 GCLD.

                  7.5 The Corporation may enter into an indemnity agreement with
any director, officer, employee, or agent of the Corporation, or of another
corporation, partnership, joint venture, trust, or other enterprise, upon terms
and conditions that the Board of Directors deems appropriate, as long as the
provisions of the agreement are not impermissible under applicable law.

                  7.6 Any amendment or repeal of this Article 7 shall not be
retroactive in effect.

                  7.7 In case any provision in this Article 7 shall be
determined at any time to be unenforceable in any respect, the other provisions
shall not in any way be affected or impaired thereby, and the affected provision
shall be given the fullest possible enforcement in the circumstances, it being
the intention of the Corporation to afford indemnification and advancement of
expenses to the persons indemnified hereby to the fullest extent permitted by
law.

                  7.8 The Corporation may, by action of the Board of Directors,
authorize one or more officers to grant rights to indemnification and
advancement of expenses to former directors and officers or to other employees
or agents of the Corporation on such terms and conditions as such officer or
officers deem appropriate under the circumstances.


8.                MISCELLANEOUS

                  8.1 Place and Inspection of Books. (a) The books of the
Corporation other than such books as are required by law to be kept within the
State of Delaware shall be kept in such place or places either within or without
the State of Delaware as the Board of Directors may from time to time determine.

                           (b)  At least ten days before each meeting of
stockholders, the officer in charge of the stock ledger of the Corporation shall
prepare a complete list of the stockholders entitled to vote at the meeting,
arranged in alphabetical order and showing the address of each stockholder and
the number 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 ten 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
specified, at the place where the meeting is to be held. The 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.

                           (c)  The Board of Directors shall determine from time
to time

   14

whether and, if allowed, when and under what conditions and regulations the
accounts and books of the Corporation (except such as may be by law specifically
open to inspection or as otherwise provided by these Bylaws) or any of them
shall be open to the inspection of the stockholders and the stockholders' rights
in respect thereof.

                  8.2 Voting Shares in Other Corporations. The Chief Executive
Officer, the President, or any other officer of the Corporation designated by
the Board of Directors may vote any and all shares held by the Corporation in
any other corporation.

                  8.3 Fiscal Year. The fiscal year of the Corporation shall be
such fiscal year as the Board of Directors from time to time by resolution shall
determine.

                  8.4 Gender/Number. As used in these Bylaws, the masculine,
feminine, or neuter gender, and the singular or plural number, shall each
include the others whenever the context so indicates.

                  8.5 Paragraph Titles. The titles of the paragraphs have been
inserted as a matter of reference only and shall not control or affect the
meaning or construction of any of the terms and provisions hereof.

                  8.6 Amendment. These Bylaws may be altered, amended, or
repealed by (a) the affirmative vote of 80% or more of the aggregate number of
votes that the holders of the then outstanding shares of common stock and
preferred stock are entitled to cast on the amendment, or (b) by resolution
adopted by the affirmative vote of not less than a majority of the Directors in
office, at any annual or regular meeting of the Board of Directors or at any
special meeting of the Board of Directors if notice of the proposed alteration,
amendment, or repeal be contained in written notice of such special meeting.
Notwithstanding the foregoing, the amendment of any provision of these Bylaws
that requires an affirmative vote in excess of a majority of the Directors in
office shall require the affirmative vote of at least the number of directors
the affirmative vote of whom is required by such provision.

                  8.7 Certificate of Incorporation. Notwithstanding anything to
the contrary contained herein, if any provision contained in these Bylaws is
inconsistent with or conflicts with a provision of the Certificate of
Incorporation, such provision of these Bylaws shall be superseded by the
inconsistent provision in the Certificate of Incorporation to the extent
necessary to give effect to such provision in the Certificate of Incorporation.

EX-15.1

   1

                           Conectiv Operating Services
                                     Company

                                      15.1

                          Certificate of Incorporation
                                Filed May 8, 1987

   2

                          CERTIFICATE OF INCORPORATION
                                       OF
                       DELMARVA OPERATING SERVICES COMPANY

               FIRST: The name of the Corporation is Delmarva Operating
Services Company.

               SECOND:  The address of the Corporation's registered agent in the
State of Delaware is 800 King Street, City of Wilmington, and County of New
Castle, 19899. The registered agent is the corporation itself.

               THIRD:  The nature of the business or purposes to be conducted or
promoted is:

                           To engage in any lawful act or activity for which
                           corporations may be organized under the General
                           Corporation Law of the State of Delaware.

               FOURTH: The total number of shares which this Corporation is
authorized to issue is One Thousand (1000) shares of common stock having a par
value of One Dollar ($1.00) per share.

               FIFTH:  The name and mailing address of the Incorporator is as
follows:

                         Name                            Address

                     Dale G. Stoodley                800 King Street
                                                     Wilmington, Delaware 19899

               SIXTH:  The names and mailing addresses of the directors who
shall serve until the first annual meeting of stockholders or until their
successors are elected and qualify are as follows:

                         Name                            Address

                     Nevius M. Curtis                800 King Street
                                                     Wilmington, Delaware 19899

                     Roger D. Campbell               800 King Street
                                                     Wilmington, Delaware 19899

   3

                     Howard E. Cosgrove              800 King Street
                                                     Wilmington, Delaware 19899

                     Harland M. Wakefield, Jr.       800 King Street
                                                     Wilmington, Delaware 19899

                     Donald E. Cain                  P. O. Box 9239
                                                     Newark, Delaware 19714

                     Thomas S. Shaw, Jr.             800 King Street
                                                     Wilmington, Delaware 19899

               SEVENTH: The Board of Directors may make, alter and repeal any
by-law of the Corporation.

               EIGHTH: No director of the Corporation shall be personally liable
to the Corporation for monetary damages for breach of fiduciary duty by such
director; provided, however, that this Article EIGHTH shall not eliminate or
limit the liability of a director to the extent provided by law (i) for any
breach of the director's duty of loyalty to the Corporation of its stockholders;
(ii) for acts or omissions not in good faith of which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the General
Corporation Law of the State of Delaware, or (iv) for any transaction from which
the director derived an improper personal benefit. The Corporation shall
indemnify its directors, officers and employees against expenses, judgment,
fines and amounts paid in settlement actually and reasonably incurred by them by
reason of their serving in such capacity to the fullest extent permitted by the
Delaware General Corporation Law.

   4

                I, the undersigned, being the Incorporator hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, do make this Certificate, hereby declaring and
certifying that this is my act and deed and that the facts herein stated are
true and accordingly have hereunto set my hand and seal this 6th day of May,
1987.


                                         ___________________________________
                                                 Dale G. Stoodley

EX-15.2

   1

                           Conectiv Operating Services
                                     Company

                                      15.2

                       Certificate of Ownership and Merger
                           of DelCal Operating Company
                              Filed January 9, 1998

   2

                       CERTIFICATE OF OWNERSHIP AND MERGER
                                       OF
                            DELCAL OPERATING COMPANY
                            (a Delaware Corporation)
                                  WITH AND INTO

                       DELMARVA OPERATING SERVICES COMPANY
                            (a Delaware Corporation)


                         Pursuant to Section 253 of the
                       General Corporation Law of Delaware


                  Delmarva Operating Services Company, organized and existing
         under and by virtue of the General Corporation Law of the State of
         Delaware (the "Company"),

                  DOES HEREBY CERTIFY AS FOLLOWS:

                  FIRST:  That it owns 100% of the stock of DelCal Operating
         Company, a corporation incorporated on the 12th day of January, 1996,
         pursuant to the provisions of the General Corporation Law of the State
         of Delaware;

                  SECOND: That the following resolutions have been adopted by
         the Board of Directors of the Company by unanimous written consent on
         January 8, 1998:

                             "NOW, THEREFORE, BE IT RESOLVED, That the Board of
                    Directors deems it advisable and in the best interest of the
                    Company that DelCal Operating Company, a Delaware
                    corporation, which i's a wholly owned subsidiary of the
                    Company, be merged with and into the Company; and

                             FURTHER RESOLVED, That the proper officers of the
                    Company be, and they hereby are, authorized on behalf of the
                    Company, to execute and file with the appropriate
                    government agencies a Certificate of Ownership and Merger;
                    and

                             FURTHER RESOLVED, That any one or more of the
                    President, Vice President, General Manager or other proper
                    officers of the Company be, and each of them is authorized
                    and directed on behalf of the Company to take all such other
                    action, including the preparation, execution,
                    acknowledgment, delivery and filing of applications,
                    certificates, undertakings, notices and other agreements and
                    documents, with appropriate persons, including governmental
                    authorities, as they may deem necessary or advisable in
                    order to carry out and effectuate the intent and purposes of
                    the foregoing resolutions; and

   3

                           FURTHER RESOLVED, That all actions heretofore taken
                  by any officer, director or other representative of the
                  Company in connection with the actions contemplated by the
                  foregoing resolutions be, and they hereby are, approved,
                  ratified and confirmed in all respects."

         THIRD:  That the merger evidenced by this certificate shall become
effective as of January 9, 1998.

         FOURTH:  That the Certificate of Incorporation of the Company shall be
the Certificate of Incorporation of the surviving corporation.

         FIFTH: That this merger has been adopted and approved in accordance
with Section 253 of the General Corporation Law of the State of Delaware.

         IN WITNESS WHEREOF, Delmarva Operating Services, a Delaware corporation
has caused this certificate to be signed by its President this 9th day of
January 1998.


                                            DELMARVA OPERATING SERVICES COMPANY


                                            By: _____________________________
                                                Thomas S. Shawl
                                                President

ATTEST:


By: __________________________
    Donald P. Connelly
    Secretary

EX-15.3

   1
                           Conectiv Operating Services
                                     Company

                                      15.3

                           Certificate of Amendment of
                         Certificate of Incorporation of
                           Delmarva Operating Services
                                     Company
                             Filed December 9, 1998
   2
                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                       DELMARVA OPERATING SERVICES COMPANY

                         Pursuant to Section 242 of the
                           General Corporation Law of
                              the State of Delaware


           The undersigned, the President and Assistant Secretary of Delmarva
Operating Services Company (the "Company"), a corporation duly organized and
validly existing under the General Corporation Law of the State of Delaware do
hereby certify that the following resolution was submitted to, approved and
adopted by unanimous written consent of the Board of Directors of the Company
pursuant to Section 141 of the General Corporation Law of the State of Delaware,
all in accordance with Section 242 of the General Corporation Law of the State
of Delaware:

             RESOLVED, That the Certificate of Incorporation of the
     Company be, and hereby is, amended by deleting the title and the first
       paragraph thereof and substituting in lieu there of the following:

                          "CERTIFICATE OF INCORPORATION

                                       OF

                       CONECTIV OPERATING SERVICES COMPANY

                      FIRST: The name of the Corporation is
                      Conectiv Operating Services Company."

         IN WITNESS WHEREOF, the Company has caused this certificate to be
executed by its President and attested to by its Assistant Secretary this 9th
day of December, 1998.

Attest:

By:___________________________              By:___________________________
     Carol C. Conrad                              Thomas S. Shaw
     Assistant Secretary                          President

EX-15.4

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                           Conectiv Operating Services
                                     Company

                                      15.4

                                     Bylaws
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                                     BYLAWS
                                       OF
                       CONECTIV OPERATING SERVICES COMPANY

1.       OFFICES.

         1.1 Offices. In addition to its registered office in the State of
Delaware, the Corporation shall have a corporate office in Wilmington, Delaware,
and such other offices, either within or without the State of Delaware, at such
locations as the Board of Directors may from time to time determine or the
business of the Corporation may require.

2.       SEAL.

         2.1 Seal. The Corporation shall have a seal, which shall have inscribed
thereon its name and year of incorporation and the words, "Corporate Seal
Delaware."

3.       MEETINGS OF STOCKHOLDERS.

         3.1 Annual Meetings. The annual meeting of stockholders of the
Corporation shall be held on such date, at such time and at such place within or
without the State of Delaware as shall be determined by the Board of Directors
from time to time.

         3.2 Special Meetings. Special meetings of the stockholders of the
Corporation shall be held on such date, at such time and at such place within or
without the State of Delaware as may be designated by the Chairman of the Board
or by the Board of Directors.

         3.3 Notice of Meetings. (a) Notices of meetings of stockholders shall
be in writing and shall state the place, date, and hour of the meeting, and, in
the case of a special meeting, the purpose or purposes for which a meeting is
called. No business other than that specified in the notice thereof shall be
transacted at any special meeting.

                  (b) Such notice shall either be delivered personally or
mailed, postage prepaid, to each stockholder entitled to vote at such meeting
not less than 10 nor more than 60 days before the date of the meeting. If
mailed, the notice shall be directed to the stockholder at his or her address as
it appears on the records of the Corporation. Personal delivery of any such
notice to any officer of a corporation or association or to any member of a
partnership shall constitute delivery of such notice to such corporation,
association, or partnership.

                  (c) Notice of any meeting of stockholders need not be given to
any stockholder if waived by such stockholder in writing, whether before or
after such meeting is held, or if such stockholder shall sign the minutes or
attend the meeting, except that if such stockholder attends a meeting for the
express purpose of objecting at the beginning of the
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meeting to the transaction of any business because the meeting is not lawfully
called or convened, such stockholder shall not be deemed to have waived notice
of such meeting.

         3.4 Adjourned Meetings. When a meeting is adjourned to another time or
place, unless otherwise provided by these Bylaws, notice need not be given of
the adjourned meeting if the time and place thereof are announced at the meeting
at which the adjournment is taken. At the adjourned meeting the stockholders may
transact any business that might have been transacted at the original meeting.
If an adjournment is for more than 30 days, or if after an adjournment, a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder entitled to vote at the meeting.

         3.5 Quorum and Adjournment. Except as otherwise provided by law, by
the Certificate of Incorporation of the Corporation, or by these Bylaws, the
presence, in person or by proxy, of the holders of a majority of the aggregate
voting power of the stock issued and outstanding, entitled to vote thereat,
shall constitute a quorum for the transaction of business at all meetings of
stockholders. If such majority shall not be present or represented at any
meeting of stockholders, the stockholders present, although less than a quorum,
shall have the power to adjourn the meeting.

         3.6 Vote Required. Except as otherwise provided by law or by the
Certificate of Incorporation:

                  (a) Directors shall be elected by a plurality of the votes
present in person or represented by proxy at a meeting of stockholders and
entitled to vote in the election of directors, and

                  (b) whenever any corporate action other than the election of
Directors is to be taken, it shall be authorized by a majority in voting power
of the shares present in person or by proxy at a meeting of stockholders and
entitled to vote on the subject matter.

         3.7 Manner of Voting. At each meeting of stockholders, each stockholder
having the right to vote shall be entitled to vote in person or by proxy.
Proxies need not be filed with the Secretary of the Corporation until the
meeting is called to order, but shall be filed before being voted. Each
stockholder shall be entitled to vote each share of stock having voting power
registered in his or her name on the books of the Corporation on the record date
fixed for determination of stockholders entitled to vote at such meeting.

         3.8 Stockholder Action Without a Meeting. Except as otherwise provided
by law or by the Certificate of Incorporation, any action required to be taken
at any meeting of stockholders of the corporation, or any action that may be
taken at any annual or special meeting of such stockholders, may be taken
without a
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meeting, without prior notice, and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing and who, if the
action had been taken at a meeting, would have been entitled to notice of the
meeting if the record date for such meeting had been the date that written
consents signed by a sufficient number of the holders to take the action were
delivered to the Corporation.

         3.9 Proxies. (a) At any meeting of stockholders, any stockholder may be
represented and vote by proxy or proxies appointed by a written form of proxy.
In the event that any form of proxy shall designate two or more persons to act
as proxies, a majority of such persons present at the meeting or, if only one
shall be present, then that one shall have and may exercise all of the powers
conferred by the form of proxy upon all of the persons so designated unless the
form of proxy shall otherwise provide.

                  (b) The Board of Directors may, in advance of any annual or
special meeting of the stockholders, prescribe additional regulations concerning
the manner of execution and filing of proxies and the validation of the same,
which are intended to be voted at any such meeting.

         3.10 Presiding Officer and Secretary. The Chairman of the Board shall
act as chairman of all meetings of the stockholders. In the absence of the
Chairman of the Board, the Vice Chairman of the Board or, in his or her absence,
the Chief Executive Officer or, in his or her absence, the President or, in his
or her absence, any Vice President designated by the Board of Directors shall
act as chairman of the meeting.

         The Secretary of the Corporation shall act as secretary of all meetings
of the stockholders, but, in the absence of the Secretary, the Assistant
Secretary designated in accordance with Section 5.11 (b) of these Bylaws shall
act as secretary of all meetings of the stockholders, but in the absence of a
designated Assistant Secretary, the chairman of the meeting may appoint any
person to act as secretary of the meeting.

         3.11 Procedure. At each meeting of stockholders, the chairman of the
meeting shall fix and announce the date and time of the opening and the closing
of the polls for each matter upon which the stockholders will vote at the
meeting and shall determine the order of business and all other matters of
procedure. Except to the extent inconsistent with any such rules and regulations
as adopted by the Board of Directors, the chairman of the meeting may establish
rules, which need not be in writing, to maintain order and safety and for the
conduct of the meeting. Without limiting the foregoing, he or she may:

                  (a) restrict attendance at any time to bona fide stockholders
of record and their proxies and other persons in attendance at the invitation of
the chairman;

                  (b) restrict dissemination of solicitation materials and use
of audio or visual recording devices at the meeting;

                  (c) adjourn the meeting without a vote of the stockholders,
whether or not there is a quorum present; and
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                  (d) make rules governing speeches and debate, including time
limits and access to microphones.

The chairman of the meeting shall be entitled to act in his or her absolute
discretion and his or her rulings shall not be subject to appeal.

4.       DIRECTORS.

         4.1 Powers. The Board of Directors shall exercise all of the powers of
the Corporation except such as are by law, or by the Certificate of
Incorporation of this Corporation or by these Bylaws conferred upon or reserved
to the stockholders of any class or classes.

         4.2 Resignations. Any Director may resign at any time by giving written
notice to the Board of Directors or the Secretary. Such resignation shall take
effect at the date of receipt of such notice or at any later time specified
therein. Acceptance of such resignation shall not be necessary to make it
effective.

         4.3 Presiding Officer and Secretary. The Chairman of the Board shall
act as chairman of all meetings of the Board of Directors. In the absence of the
Chairman of the Board, the Vice Chairman of the Board, or in his absence, the
Chief Executive Officer or other person designated by the Board of Directors
shall act as chairman of the meeting.

                  The Secretary of the Corporation shall act as secretary of all
meetings of the Board of Directors, but, in the absence of the Secretary, the
Assistant Secretary designated in accordance with Section 5.11 (b) of these
Bylaws shall act as secretary of all meetings of the Board of Directors, but in
the absence of a designated Assistant Secretary, the chairman of the meeting may
appoint any person to act as secretary of the meeting.

         4.4 Annual Meetings. The Board of Directors shall meet each year
immediately following the annual meeting of stockholders, at the place where
such meeting of stockholders has been held, or at such other place as shall be
fixed by the person presiding over the meeting of the stockholders, for the
purpose of election of officers and consideration of such other business as the
Board of Directors considers relevant to the management of the Corporation. In
the event that in any year Directors are elected by written consent in lieu of
an annual meeting of stockholders, the Board of Directors shall meet in such
year as soon as practicable after receipt of such written consent by the
Corporation at such time and place as shall be fixed by the Chairman of the
Board, for the purpose of election of officers and consideration of such other
business as the Board of Directors considers relevant to the management of the
Corporation.

         4.5 Regular Meetings. Regular meetings of the Board of Directors shall
be held on such dates and at such times and places, within or without the state
of Delaware, as shall from time to time be determined by the Board of Directors.
In the absence of any such determination, such meetings shall be held at such
times and places, within or without the
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State of Delaware, as shall be designated by the Chairman of the Board on not
less than twelve hours notice to each Director, given verbally or in writing,
whether personally, by telephone (including by message or recording device), by
facsimile transmission, by telegram, or by telex, or on not less than three (3)
calendar days' notice to each Director given by mail.

         4.6 Special Meetings. Special meetings of the Board of Directors shall
be held at the call of the Chairman of the Board at such times and places,
within or without the State of Delaware, as he or she shall designate, on not
less than twelve hours notice to each Director, given verbally or in writing,
whether personally, by telephone (including by message or recording device), by
facsimile transmission, by telegram, or by telex, or on not less than three (3)
calendar days' notice to each Director given by mail. Special meetings shall be
called by the Secretary on like notice at the written request of a majority of
the Directors then in office.

         4.7 Quorum and Powers of a Majority. At all meetings of the Board of
Directors and of each committee thereof, a majority of the members shall be
necessary and sufficient to constitute a quorum for the transaction of business,
and the act of a majority of the members present at any meeting at which a
quorum is present shall be the act of the Board of Directors or such committee,
unless by express provision of law, of the Certificate of Incorporation, or of
these Bylaws, a different vote is required, in which case such express provision
shall govern and control. In the absence of a quorum, a majority of the members
present at any meeting may, without notice other than announcement at the
meeting, adjourn such meeting from time to time until a quorum is present.

         4.8 Waiver of Notice. Notice of any meeting of the Board of Directors,
or any committee thereof, need not be given to any member if waived by him or
her in writing, whether before or after such meeting is held, or if he or she
shall sign the minutes or attend the meeting, except that if such Director
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, then such Director shall not be deemed to have waived notice
of such meeting.

         4.9 Manner of Acting. (a) Members of the Board of Directors, or any
committee thereof, may participate in any meeting of the Board of Directors or
such committee by means of conference telephone or similar communications
equipment by means of which all persons participating therein can hear each
other, and participation in a meeting by such means shall constitute presence in
person at such meeting.

                  (b) Any action required or permitted to be taken at any
meeting of the Board of Directors or any committee thereof may be taken without
a meeting if all members of the Board of Directors or such committee, as the
case may be, consent thereto in writing, and the writings are filed with the
minutes of proceedings of the Board of Directors or such committee.

         4.10 Compensation. (a) The Board of Directors, by a resolution or
resolutions, may fix, and from time to time change, the compensation of
Directors.
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                  (b) Each Director shall be entitled to reimbursement from the
Corporation for his or her reasonable expenses incurred with respect to duties
as a member of the Board of Directors or any committee thereof.

                  (c) Nothing contained in these Bylaws shall be construed to
preclude any Director from serving the Corporation in any other capacity and
from receiving compensation from the Corporation for service rendered to it in
such other capacity.

         4.11 Committees. The Board of Directors (or any committee thereof
having the power and authority to do so) may designate one or more committees,
each committee to consist of one or more Directors, which to the extent provided
in said resolution or resolutions shall have and may exercise the powers and
authority of the Board of Directors in the management of the business and
affairs of the corporation; provided, however, that no such committee shall have
the power or authority in reference to the following matters: (i) approving or
adopting, or recommending to the stockholders, any action or matter expressly
required by the General Corporation Law of Delaware (the "GCLD") to be submitted
to stockholders for approval or (ii) adopting, amending, or repealing any bylaw
of the Corporation. The Board of Directors may designate one or more directors
as alternate members of any committee, who may replace any absent or
disqualified member of the committee. In the absence or disqualification of a
member of a committee, the member or members present at any meeting of such
committee and not disqualified from voting, whether or not such member of
members constitute a quorum, may unanimously appoint another member of the board
of directors to act at the meeting in place of such absent or disqualified
director.

         4.12 Committee Procedure, Limitations of Committee Powers. (a) Except
as otherwise provided by these Bylaws, each committee shall adopt its own rules
governing the time, place and method of holding its meetings and the conduct of
its proceedings and shall meet as provided by such rules or by resolution of the
Board of Directors. Unless otherwise provided by these Bylaws or any such rules
or resolutions, notice of the time and place of each meeting of a committee
shall be given to each member of such committee as provided in Section 4.6 of
these Bylaws with respect to notices of special meetings of the Board of
Directors.

                  (b) Each committee shall keep regular minutes of its
proceedings and report the same to the Board of Directors when required.


                  (c) Any member of any committee may be removed from such
committee either with or without cause, at any time, by the Board of Directors
at any meeting thereof. Any vacancy in any committee shall be filled by the
Board of Directors in the manner prescribed by the Certificate of Incorporation
or these Bylaws for the original appointment of the members of such committee.
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5.       OFFICERS.

         5.1 Number. (a) The officers of the Corporation shall include a Chief
Executive Officer, a President, one or more Vice Presidents (including one or
more Executive Vice Presidents and one or more Senior Vice Presidents if deemed
appropriate by the Board of Directors), a Secretary, a Treasurer, and a
Controller. The Board of Directors shall also elect a Chairman of the Board and
may elect a Vice Chairman of the Board. The Board of Directors may also elect
such other officers as the Board of Directors may from time to time deem
appropriate or necessary. Except for the Chairman of the Board, the Vice
Chairman of the Board, and the Chief Executive Officer, none of the officers of
the Corporation needs to be a director of the Corporation. Any two or more
offices may be held by the same person to the extent permitted by the GCLD.

                  (b) The Board of Directors may delegate to the Chief Executive
Officer or President the power to appoint one or more employees of the
Corporation as divisional or departmental vice presidents and fix the duties of
such appointees. However, no such divisional or departmental vice president
shall be considered as an officer of the Corporation, the officers of the
Corporation being limited to those officers elected by the Board of Directors.

         5.2 Election of Officers, Qualification and Term. The officers of the
Corporation shall be elected from time to time by the Board of Directors and,
except as may otherwise be expressly provided in a contract of employment duly
authorized by the Board of Directors, shall hold office at the pleasure of the
Board of Directors.

         5.3 Removal. Any officer elected by the Board of Directors may be
removed, either with or without cause, by the Board of Directors at any meeting
thereof, or to the extent delegated to the Chairman of the Board or the Chief
Executive Officer, by the Chairman of the Board or the Chief Executive Officer.

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

         5.5 Salaries. The salaries of all officers of the Corporation shall be
fixed by the Board of Directors from time to time, and no officer shall be
prevented from receiving such salary by reason of the fact that he or she is
also a Director of the Corporation.

         5.6 The Chairman of the Board. The Chairman of the Board shall have the
powers and duties customarily and usually associated with the office of the
Chairman of the Board. The Chairman of the Board shall preside at meetings of
the stockholders and of the Board of Directors.

         5.7 Vice Chairman of the Board. The Vice Chairman of the Board shall
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have the powers and duties customarily and usually associated with the office of
the Vice Chairman of the Board.

         5.8 Chief Executive Officer. The Chief Executive Officer shall have,
subject to the supervision, direction and control of the Board of Directors, the
general powers and duties of supervision, direction and management of the
affairs and business of the Corporation usually vested in the chief executive
officer of a corporation, including, without limitation, all powers necessary to
direct and control the organizational and reporting relationships within the
Corporation. If at any time the office of the Chairman of the Board and the Vice
Chairman of the Board shall not be filled, or in the event of the temporary
absence or disability of the Chairman of the Board and the Vice Chairman of the
Board, the Chief Executive Officer shall have the powers and duties of the
Chairman of the Board.

         5.9 The President. The President shall serve as chief operating officer
and shall have such other powers and perform such other duties as may be
delegated to him or her from time to time by the Board of Directors or the Chief
Executive Officer.

         5.10 The Vice Presidents. Each Vice President shall have such powers
and perform such duties as may from time to time be assigned to him or her by
the Board of Directors, the Chief Executive Officer, or the President.

         5.11 The Secretary and the Assistant Secretary. (a) The Secretary shall
attend meetings of the Board of Directors and meetings of the stockholders and
record all votes and minutes of all such proceedings in a book kept for such
purpose. He or she shall have all such further powers and duties as generally
are incident to the position of Secretary or as may from time to time be
assigned to him or her by the Board of Directors, the Chief Executive Officer,
or the President.

                  (b) Each Assistant Secretary shall have such powers and
perform such duties as may from time to time be assigned to him or her by the
Board of Directors, the Chief Executive Officer, the President, or the
Secretary. In case of the absence or disability of the Secretary, the Assistant
Secretary designated by the Chief Executive Officer (or, in the absence of such
designation, by the Secretary) shall perform the duties and exercise the powers
of the Secretary.

         5.12 The Treasurer and the Assistant Treasurer. (a) The Treasurer shall
have custody of the Corporation's funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit or cause to be deposited moneys or other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board of Directors. The Treasurer shall also maintain
adequate records of all assets, liabilities, and transactions of the Corporation
and shall see that adequate audits thereof are currently and regularly made. The
Treasurer shall have such other powers and perform such other duties that
generally are incident to the position of Treasurer or as may from time to time
be assigned to him or her by the Board of Directors, the Chief Executive
Officer, or the President.
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                  (b) Each Assistant Treasurer shall have such powers and
perform such duties as may from time to time be assigned to him or her by the
Board of Directors, the Chief Executive Officer, the President, or the
Treasurer. In case of the absence or disability of the Treasurer, the Assistant
Treasurer designated by the Chief Executive Officer (or, in the absence of such
designation, by the Treasurer) shall perform the duties and exercise the powers
of the Treasurer.

         5.13 Controller. The Controller shall be responsible for maintaining
the accounting records and statements, and shall properly account for all monies
and obligations due the Corporation and all properties, assets, and liabilities
of the Corporation. The Controller shall render to the Chairman of the Board or
the President such periodic reports covering the results of operations of the
Corporation as may be required by either of them or by law.

6.       STOCK

         6.1 Certificates. Certificates for shares of stock of the Corporation
shall be issued under the seal of the Corporation, or a facsimile thereof, and
shall be numbered and shall be entered in the books of the Corporation as they
are issued. Each certificate shall bear a serial number, shall exhibit the
holder's name and the number of shares evidenced thereby, and shall be signed by
the Chairman of the Board or a Vice Chairman, if any, or the Chief Executive
Officer or the President or any Vice President, and by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer. Any or all of
the signatures on the certificate may be a facsimile. In case any officer,
transfer agent, or registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer, transfer
agent, or registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if such person or entity were such officer,
transfer agent, or registrar at the date of issue.

         6.2 Transfers. Transfers of stock of the Corporation shall be made on
the books of the Corporation only upon surrender to the Corporation of a
certificate (if any) for the shares duly endorsed or accompanied by proper
evidence of succession, assignment, or authority to transfer, provided such
succession, assignment, or transfer is not prohibited by the Certificate of
Incorporation, these Bylaws, applicable law or contract. Thereupon, the
Corporation shall issue a new certificate (if requested) to the person entitled
thereto, cancel the old certificate (if any), and record the transaction upon
its books.

         6.3 Lost, Stolen, or Destroyed Certificates. Any person claiming a
certificate of stock to be lost, stolen, or destroyed shall make an affidavit or
an affirmation of that fact, and shall give the Corporation a bond of indemnity
in satisfactory form and with one or more satisfactory sureties, whereupon a new
certificate (if requested) may be issued of the same tenor and for the same
number of shares as the one alleged to be lost, stolen, or destroyed.

         6.4 Registered Stockholders. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares as the person
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entitled to exercise the rights of a stockholder and shall not be bound to
recognize any equitable or other claim to or interest in any such shares on the
part of any other person, whether or not it shall have express or other notice
thereof, except as otherwise expressly provided by the GCLD.

                  6.5 Additional Powers of the Board. (a) In addition to those
powers set forth in Section 4. 1, the Board of Directors shall have power and
authority to make all such rules and regulations as it shall deem expedient
concerning the issue, transfer, and registration of certificates for shares of
stock of the Corporation, including the use of uncertificated shares of stock
subject to the provisions of the GCLD.

                  (b) The Board of Directors may appoint and remove transfer
agents and registrars of transfers, and may require all stock certificates to
bear the signature of any such transfer agent and/or any such registrar of
transfers.

7.       INDEMNIFICATION

         7.1 Each person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, or investigative (hereinafter a
"proceeding"), by reason of the fact that he or she, or the person of whom he or
she is the legal representative, 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, employee, or agent of another corporation or of a
partnership, joint venture, trust, or other enterprise, including service with
respect to employee benefit plans, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the GCLD, 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 said law permitted the Corporation to provide prior
to such amendment), against all expenses, liability, and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties, and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such person
in connection therewith and such indemnification shall continue as to a person
who has ceased to be a director, officer, employee, or agent and shall inure to
the benefit of his or her heirs, executors, and administrators; provided,
however, that, except as provided in this Article 7, the Corporation shall
indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if authorized by the
Board of Directors of the Corporation. Any indemnification under this Article 7
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee, or agent is proper in the circumstances because he or she has
met the applicable standard set forth in the GCLD. Such a determination shall be
made (a) by a majority vote of the directors who are not parties to such action,
suit or proceeding, even though less than a quorum; (b) by a committee of such
directors designated by majority vote of such directors, even though less than a
quorum; (c) by independent legal counsel (compensated by the Corporation) in a
written opinion; (d) by the stockholders; or (e) in any other manner permitted
by the GCLD. In addition to the right to indemnification conferred in this
Article 7, each of the above persons shall have the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in advance of
   12
its final disposition; provided, however, that, if the GCLD requires, the
payment of such expenses incurred by a present director or officer in his or her
capacity as a director or officer of the corporation (and not in any other
capacity in which service was or is rendered by such person while a director or
officer, including, without limitation, service to an employee benefit plan) in
advance of the final disposition of a proceeding, shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of such present
director or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Article 7 or otherwise. The Corporation may, by any manner permitted by the
GCLD, provide indemnification and advancement of expenses to employees and
agents of the Corporation with the same scope and effect as the foregoing
indemnification of directors and officers. The right to indemnification and to
an advancement of expenses conferred in this Article 7 shall be a contract
right.

         7.2 If a claim under Section 7.1 of this Article 7 is not paid in full
by the Corporation within 30 days after a written claim has been received by the
Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim (including attorneys' fees). It shall be a defense to any
such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the standard of conduct which makes
it permissible under the GCLD for the Corporation to indemnify the claimant for
the amount claimed, but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors, a committee thereof, independent legal counsel, or its stockholders)
to have made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because he or she
has met the applicable standard of conduct set forth in the GCLD, nor an actual
determination by the Corporation (including its Board of Directors, a committee
thereof, independent legal counsel, or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct. In any suit brought by the claimant to enforce a right to
indemnification or to an advancement of expenses hereunder, or brought by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the burden of proving that the claimant is not entitled to be
indemnified, or to such advancement of expenses, under this Article 7 or
otherwise shall be on the Corporation.

         7.3 The rights to indemnification and the payment of expenses incurred
in defending a proceeding in advance of its final disposition conferred in this
Article 7, shall not be exclusive of any other right that any person may have or
hereafter acquire under any statute, provision of the certificate of
incorporation of the Corporation, this bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.


         7.4 The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee, or agent of the Corporation or
another corporation,
   13
partnership, joint venture, trust, or other enterprise against any such 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 GCLD.

         7.5 The Corporation may enter into an indemnity agreement with any
director, officer, employee, or agent of the Corporation, or of another
corporation, partnership, joint venture, trust, or other enterprise, upon terms
and conditions that the Board of Directors deems appropriate, as long as the
provisions of the agreement are not impermissible under applicable law.

         7.6 Any amendment or repeal of this Article 7 shall not be retroactive
in effect.

         7.7 In case any provision in this Article 7 shall be determined at any
time to be unenforceable in any respect, the other provisions shall not in any
way be affected or impaired thereby, and the affected provision shall be given
the fullest possible enforcement in the circumstances, it being the intention of
the Corporation to afford indemnification and advancement of expenses to the
persons indemnified hereby to the fullest extent permitted by law.

         7.8 The Corporation may, by action of the Board of Directors, authorize
one or more officers to grant rights to indemnification and advancement of
expenses to former directors and officers or to other employees or agents of the
Corporation on such terms and conditions as such officer or officers deem
appropriate under the circumstances.


8.       MISCELLANEOUS

         8.1 Place and Inspection of Books. (a) The books of the Corporation
other than such books as are required by law to be kept within the State of
Delaware shall be kept in such place or places either within or without the
State of Delaware as the Board of Directors may from time to time determine.

                  (b) At least ten days before each meeting of stockholders, the
officer in charge of the stock ledger of the Corporation shall prepare a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order and showing the address of each stockholder and the number 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 ten 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
specified, at the place where the meeting is to be held. The 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.

                  (c) The Board of Directors shall determine from time to time
   14
whether and, if allowed, when and under what conditions and regulations the
accounts and books of the Corporation (except such as may be by law specifically
open to inspection or as otherwise provided by these Bylaws) or any of them
shall be open to the inspection of the stockholders and the stockholders' rights
in respect thereof.

         8.2 Voting Shares in Other Corporations. The Chief Executive Officer,
the President, or any other officer of the Corporation designated by the Board
of Directors may vote any and all shares held by the Corporation in any other
corporation.

         8.3 Fiscal Year. The fiscal year of the Corporation shall be such
fiscal year as the Board of Directors from time to time by resolution shall
determine.

         8.4 Gender/Number. As used in these Bylaws, the masculine, feminine, or
neuter gender, and the singular or plural number, shall each include the others
whenever the context so indicates.

         8.5 Paragraph Titles. The titles of the paragraphs have been inserted
as a matter of reference only and shall not control or affect the meaning or
construction of any of the terms and provisions hereof.

         8.6 Amendment. These Bylaws may be altered, amended, or repealed by (a)
the affirmative vote of 80% or more of the aggregate number of votes that the
holders of the then outstanding shares of common stock and preferred stock are
entitled to cast on the amendment, or (b) by resolution adopted by the
affirmative vote of not less than a majority of the Directors in office, at any
annual or regular meeting of the Board of Directors or at any special meeting of
the Board of Directors if notice of the proposed alteration, amendment, or
repeal be contained in written notice of such special meeting. Notwithstanding
the foregoing, the amendment of any provision of these Bylaws that requires an
affirmative vote in excess of a majority of the Directors in office shall
require the affirmative vote of at least the number of directors the affirmative
vote of whom is required by such provision.

         8.7 Certificate of Incorporation. Notwithstanding anything to the
contrary contained herein, if any provision contained in these Bylaws is
inconsistent with or conflicts with a provision of the Certificate of
Incorporation, such provision of these Bylaws shall be superseded by the
inconsistent provision in the Certificate of Incorporation to the extent
necessary to give effect to such provision in the Certificate of Incorporation.

EX-16.1

   1
                             Conectiv Solutions LLC

                                      16.1

                      Certificate of Formation of Conectiv
                                  Solutions LLC
                             Filed October 20, 1997
   2
                            CERTIFICATE OF FORMATION
                                       OF
                             CONECTIV SOLUTIONS LLC

         The undersigned, in order to form a limited liability company under the
Delaware Limited Liability Company Act, hereby certifies as follows:

         SECTION 1. NAME. The name of the limited liability company is Conective
Solutions LLC (the "Company")

         SECTION 2. REGISTERED OFFICE AND REGISTERED AGENT. The address of the
Company's registered office in the State of Delaware is 252 Chapman Road, in the
City of Newark, in the County of New Castle; and its registered agent at such
office is the limited liability company itself, Conectiv Solutions LLC.

         SECTION 3. LIMITATION ON PERSONAL LIABILITY OF MEMBERS AND MANAGERS.
The debts, obligations and liabilities of the Company whether arising in
contract, tort or otherwise, shall be solely the debts, obligations and
liabilities of the Company, and no member or manager of the Company shall be
obligated personally for any such debt, obligation or liability of the Company
solely by reason of being a member or acting as a manager of the Company.

         IN WITNESS WHEREOF, the undersigned certifies that the facts stated
herein are true as of October 17, 1997.


                                             ----------------------------------
                                             David T. Blake
                                             Authorized Representative

EX-16.2

   1
                             Conectiv Solutions LLC

                                      16.2

                            Limited Liability Company
                        Agreement for Conectiv Solutions
                                       LLC
                             Dated October 17, 1997











                        CONFIDENTIAL TREATMENT REQUESTED

EX-17.1

   1
                                 Enerval, L.L.C.

                                      17.1

                      Certificate of Formation of Atlantic
                              CNRG Services L.L.C.
                              Filed March 17, 1995
   2
                            CERTIFICATE OF FORMATION
                                       OF
                          ATLANTIC CNRG SERVICES, LLC.

         The undersigned, being duly authorized to execute this Certificate of
Formation, hereby execute this Certificate of Formation in order to form a
limited liability company pursuant to the laws of the State of Delaware.

         1. NAME. The name of this limited liability company shall be Atlantic
CNRG Services LLC

         2. REGISTERED OFFICE AND AGENT. The registered office and registered
agent of this limited liability company is:

                            The Corporation Trust Company
                            1209 Orange Street
                            Wilmington, DE 19801
                            New Castle County

         3. LATEST DATE OF DISSOLUTION. This limited liability company shall
dissolve not later than the date which is seven years after the date this
Certificate is filed with the Delaware Secretary of State.

                                            ATLANTIC ENERGY ENTERPRISES, INC.,
                                            A NEW JERSEY CORPORATION

Date Signed:    3/27/95                     By_________________________________
                                            Its _____________________________

                                            CENERGY, INC.
                                            A MINNESOTA CORPORATION

Date Signed: March 23, 1995                 By_________________________________
                                            Its______________________________

EX-17.2

   1
                                 Enerval, L.L.C.

                                      17.2

                      Certificate of Amendment of Atlantic
                              CNRG Services, L.L.C.
                              Filed April 15, 1996
   2
                            CERTIFICATE OF AMENDMENT
                                       OF
                          ATLANTIC CNRG SERVICES L.L.C.

1. The name of the limited liability company is Atlantic CNRG Services L.L.C.

2. The Certificate of Formation of the limited liability company is hereby
amended as follows:

                                 ENERVAL, L.L.C

                  IN WITNESS WHEREOF, The undersigned has executed this
Certificate of Amendment of Atlantic CNRG Services L.L.C., now known as Enerval,
L.L.C. dated this 12TH day of APRIL, 1996.


                                                   ----------------------------
                                                   Peter M. Glass
                                                   Operating Committee Member

EX-17.3

   1
                                 Enerval, L.L.C.

                                      17.3

                         Operating Agreement of Atlantic
                              CNRG Services, L.L.C.
                              Dated March 17, 1995





                        CONFIDENTIAL TREATMENT REQUESTED

EX-17.4

   1
                                 Enerval, L.L.C.

                                      17.4

                          First Amendment to Operating
                        Agreement of Operating Agreement
                        of Atlantic CNRG Services, L.L.C.
                                Dated April, 1996





                        CONFIDENTIAL TREATMENT REQUESTED

EX-17.5

   1
                                 Enerval, L.L.C.

                                      17.5

                          Second Amendment to Operating
                        Agreement of Operating Agreement
                        of Atlantic CNRG Services, L.L.C.
                               Dated June 17, 1998





                        CONFIDENTIAL TREATMENT REQUESTED

EX-18.1

   1
                          Atlantic Southern Properties,
                                      Inc.

                                      18.1

                          Certificate of Incorporation
                               Filed June 24, 1970
   2
                          CERTIFICATE OF INCORPORATION
                                       OF
                             ATLANTIC HOUSING, INC.




         This is to certify that we, James P. Hayward, John Lloyd, Jr., William
S. Cowart, Jr., Robert W. Hogg and Richard M. Wilson, do hereby associate
ourselves into a corporation under and by virtue of the New Jersey Business
Corporation Act (Title 14A of New Jersey Statutes).

         1. The name of the corporation is Atlantic Housing, Inc.

        2. The purpose for which this corporation is organized is to engage in
any activity within the purposes for which corporations may be organized under
the New Jersey Business Corporation Act.

         3. The corporation shall have the authority to issue 100 shares of
common stock having a par value of $1.00 per share.

        4. There shall be but one class of common stock issued.

        5. The address of the corporation's initial registered office shall be
1600 Pacific Avenue, Atlantic City, New Jersey 08404, and the name of the
corporation's initial registered agent at such address is Charles F. Morgan.

         6. There shall be five directors constituting the First Board of
Directors and their names and addresses are:

James P. Hayward                                  1600 Pacific Avenue, Atlantic
                                                  City, N. J. 08404

John Lloyd, Jr.                                   1421 Atlantic Avenue, Atlantic
                                                  City, N. J. 08404

William S. Cowart, Jr.                            1600 Pacific Avenue, Atlantic
                                                  City, N. J. 08404

Robert W. Hogg                                    1600 Pacific Avenue, Atlantic
                                                  City, N. J. 08404

Richard M. Wilson                                 1600 Pacific Avenue, Atlantic
                                                  City, N. J. 08404
   3
         7. The names and addresses of the Incorporators are:

James P. Hayward                                  1600 Pacific Avenue, Atlantic
                                                  City, N. J. 08404

John Lloyd, Jr.                                   1421 Atlantic Avenue, Atlantic
                                                  City, N.J. 08404

William S. Cowart, Jr.                            1600 Pacific Avenue, Atlantic
                                                  City, N. J. 08404

Robert W. Hogg                                    1600 Pacific Avenue, Atlantic
                                                  City, N. J. 08404

Richard M. Wilson                                 1600 Pacific Avenue, Atlantic
                                                  City, N. J. 08404

        8. The duration of the corporation's existence shall be perpetual.

        9. The effective date of this Certificate Of Incorporation shall be the
date of filing.

                  IN WITNESS WHEREOF, we have hereunto set our hands and seals
in this 17th day of June, One Thousand Nine Hundred and Seventy.

                                       ___________________________________(SEAL)
                                       James P. Hayward

                                       ___________________________________(SEAL)
                                       John Lloyd, Jr.

                                       ___________________________________(SEAL)
                                       William S. Cowart, Jr.

                                       ___________________________________(SEAL)
                                       Robert W. Hogg

                                       ___________________________________(SEAL)
                                       Richard M. Wilson

STATE OF NEW JERSEY
                      SS
COUNTY OF ATLANTIC

                  BE IT REMEMBERED, that on the 17th day of June, 1970, before
me, the subscriber, a notary public of the State of New Jersey, personally
appeared James P. Hayward, John Lloyd, Jr., William S. Cowart, Jr., Robert W.
Hogg, and Richard M. Wilson, whom I am satisfied are the persons named in the
above Certificate of Incorporation, and thereupon acknowledged that they signed,
sealed and delivered the same as their act and deed, for the uses and purposes
therein expressed.


                                              __________________________________
                                              Notary Public of New Jersey

EX-18.2

   1
                          Atlantic Southern Properties,
                                      Inc.

                                      18.2

                           Certificate of Amendment to
                         Certificate of Incorporation of
                             Atlantic Housing, Inc.
                              Filed January 4, 1989
   2
                            CERTIFICATE OF AMENDMENT
                                       TO
                        THE CERTIFICATE OF INCORPORATION
                                       OF
                             ATLANTIC HOUSING, INC.

      Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-4(3),
Corporations, General, of the New Jersey Statutes, the undersigned corporation
executes the following Certificate of Amendment to its Certificate of
Incorporation:

        1.  The name of the corporation is ATLANTIC HOUSING, INC.

        2.  The following amendment to the Certificate of Incorporation was
approved by the Directors and thereafter duly adopted by the shareholders of the
corporation on the 24th day of December, 1987:

            RESOLVED, that Article 1 of the Certificate of Incorporation be
            amended to read as follows:

            The name of the corporation is ATLANTIC SOUTHERN PROPERTIES, INC.

        3.  The number of shares entitled to vote upon the amendment was one
hundred (100).
        4.  The number of shares voting for and against such amendment is as
follows:



          Number of Shares                            Number of Shares
          Voting For Amendment                        Voting Against Amendment
          --------------------                        ------------------------

                                                   
                  100


        5.  That in lieu of a meeting and vote of the shareholders and in
accordance with the provisions of Section 14A:506, the amendment was adopted by
the shareholders without a meeting pursuant to the written consents of the
shareholders and the number of shares represented by such consents is one
hundred (100) shares.
   3
        6.  The stated capital of the corporation is reduced in the following
amount: N/A

            The manner in which the reduction is effected is as follows: N/A.

            The amount of stated capital of the corporation after giving effect
to the reduction is $ N/A

        7.  If the amendment provides for an exchange, reclassification or
cancellation of issued shares, set forth a statement of the manner in which the
same shall be effected.

            N/A

        8. The effective date of this Amendment to the Certificate of
Incorporation shall be upon filing.



Dated this 24th day of December, 1987.



                                         ATLANTIC HOUSING, INC.



ATTEST:________________________          BY:______________________________
        J. D. McCann, Secretary                 M. A. JARRETT, President

EX-18.3

   1
                          Atlantic Southern Properties,
                                      Inc.

                                      18.3

                                     Bylaws
   2
                       ATLANTIC SOUTHERN PROPERTIES, INC.
                        (FORMERLY ATLANTIC HOUSING, INC.)
                                     BY-LAWS

                           (As amended March 30, 1989)

                                    ARTICLE I

                                     OFFICES

    SECTION 1. The principal office shall be at 1199 Black Horse Pike,
Pleasantville, New Jersey 08232. The Agent in charge of said office, upon whom
process against the corporation may be served, is E. Douglas Huggard. (As
amended April 22, 1985)

    SECTION 2. The corporation may also have offices at such other places as the
Board of Directors may from time to time determine or the business of the
corporation may require.

                                   ARTICLE II

                              SHAREHOLDERS' MEETING

    SECTION 1. All meetings of the shareholders shall be held at 1199 Black
Horse Pike, Pleasantville, New Jersey, or such other place as may be determined
by the Board of Directors. (As amended August 30, 1982)

    SECTION 2. The Annual Meeting of the Shareholders to elect a Board of
Directors and to transact such other business as may properly come before the
meeting shall be held at such place, within or without the State of New Jersey,
as may be fixed by the Board of Directors and stated in the notice of meeting,
on the Thursday following the fourth Wednesday in April in each year, at 10:30
a.m. or at such other hour or on such other day stated in the notice of meeting
as the directors shall determine. (As amended March 30, 1989)

    SECTION 3. Written notice of the Annual Meeting shall be served upon or
mailed to each shareholder entitled to vote thereat, at such address as appears
on the stock books of the corporation, at least ten days prior to the meeting.
Acceptance or Waiver of Notice of any shareholder shall be equivalent to due and
timely notice to him.

    SECTION 4. At least ten days before every election of Directors, the
Secretary shall make a complete list of the shareholders entitled to vote at the
ensuing election, arranged in alphabetical order, with the post office address,
and the number of shares held by each, which list shall at all times, during the
usual hours for business, be kept at the principal office, open to the
examination of any shareholder. The Board of Directors shall produce at the time
and place of each election the transfer books and stock books of the corporation
and said list of shareholders which shall remain there during the election.
   3
    SECTION 5. Special meetings of the shareholders, for any purpose or
purposes, other than those prescribed by statute or by the Certificate of
Incorporation, may be called by the President and shall be called by the
President or Secretary at the request in writing of a majority of the Board of
Directors, or at the request in writing by shareholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

    SECTION 6. Written notice of a Special Meeting of Shareholders, stating the
time and place and object thereof, shall be served upon or mailed to each
shareholder entitled to vote thereat, at such address as appears on the stock
books of the corporation, at least ten days before such meeting. Acceptance or
Waiver of Notice of any shareholder shall be equivalent to due and timely notice
to him.

    SECTION 7. Business transacted at all Special Meetings shall be confined to
the objects stated in the call.

    SECTION 8. The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall be
requisite and shall constitute a quorum at all meetings of shareholders for the
transaction of business except as otherwise provided by statute, by the
Certificate of Incorporation or by these By-Laws. If, however, a quorum shall
not be present or represented at any meeting of shareholders, the shareholders
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. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified.

    SECTION 9. When a quorum is present or represented at any meeting, the vote
of the holders of a majority of the stock having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the Certificate of Incorporation or of these By-Laws, a different vote is
required in which case such express provision shall govern and control the
decision of such question.

    SECTION 10. At any meeting of shareholders every shareholder having the
right to vote shall be entitled to vote in person or by proxy appointed by an
instrument in writing subscribed by such shareholder or by his duly authorized
attorney and bearing a date not more than three years prior to said meeting.
Each proxy shall be delivered to the Secretary of the corporation prior to the
holding of the meeting. The attendance at any meeting of a shareholder who
theretofore may have given a proxy shall not have the effect of revoking the
proxy unless the shareholder so attending shall, in writing, so notify the
Secretary at any time prior to the voting of the proxy. Each shareholder
   4
shall have one vote for each share of stock having voting power registered in
his name at the time of the closing of the transfer books or on the date fixed
as a record date for said meeting. In case the transfer books of the corporation
shall not have been closed and no date shall have been fixed as a record date
for the determination of the shareholders entitled to vote, no share of stock
shall be voted at any election of Directors after the first election of
Directors which has been transferred on the books of the corporation within
twenty days next preceding such election.

      SECTION 11. Any action required to be taken at a meeting of the
shareholders may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the shareholders entitled
to vote with respect to the subject matter thereof.

                                   ARTICLE III

                                    DIRECTORS

    SECTION 1. The Board of Directors shall consist of such number of directors,
not less than three nor more than twelve, as shall be fixed from time to time by
the Board of Directors. Each director shall be elected to serve until his
successor shall have been elected and qualified. Vacancies on the Board of
Directors, including vacancies caused by reason of an increase in the number of
directors, may be filled until the next election by shareholders only by a vote
of a majority of all the directors in office. However, if only two directors
remain and are able to meet at a meeting duly called for the purpose, then by
the action of those two at such a meeting, or if only one director remains, by
the act of that director, additional duly qualified directors shall be elected
so that there are at least three directors holding office until the next annual
meeting of shareholders and until their successors shall be duly elected and
shall qualify. (Amended 2/17/88)

    SECTION 2. The Directors may hold their meetings and keep the books of the
corporation, except the stock book and the transfer book, outside of New Jersey,
at such places as they may from time to time determine.

    SECTION 3. If the office of any Director or Directors becomes vacant for any
reason, the Directors in office, although less than a quorum, may by majority
vote, choose a successor or successors who shall hold office for the unexpired
term in respect to which such vacancy occurred or until the next election of
Directors, or any such vacancies in the Board of Directors may be filled by the
shareholders at any duly convened meeting.

    SECTION 4. The property and business of the corporation shall be managed by
its Board of Directors who 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 shareholders.
   5
                              MEETINGS OF THE BOARD

    SECTION 5. The first meeting of each newly elected Board shall be held
immediately after the Annual Meeting of Shareholders, either within or without
the State of New Jersey, and no notice of such meeting shall be necessary to the
newly elected Directors in order legally to constitute the meeting, provided a
majority of the whole Board shall be present, or they may meet at such place and
time as shall be fixed by the consent in writing of all such Directors.

    SECTION 6. Regular meetings of the Board may be held without notice at such
time and place, either within or without the State of New Jersey, as shall from
time to time be determined by the Board.

    SECTION 7. Special meetings of the Board may be called by the President on
five days' notice to each Director, either personally or by mail or by telegram;
special meetings shall be called by the President or Secretary in like manner
and on like notice on the written request of two Directors.

    SECTION 8. At all meetings of the Board the presence of a majority of
Directors shall be necessary and sufficient to 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, except as may be otherwise specifically provided by statute or by the
Certificate of Incorporation or by these By-Laws. If a quorum shall not be
present at any meeting of Directors, the Directors present thereat may adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

                               EXECUTIVE COMMITTEE

    SECTION 9. The Board of Directors may appoint an Executive Committee, to
consist of two or more of the Directors, which to the extent provided in said
resolution shall have and may exercise the powers of the Board of Directors in
the management of the business, affairs and property of the corporation during
the intervals between the meetings of the Directors, and may have power to
authorize the seal of the corporation to be affixed to all papers which may
require it. Vacancies in the membership of the Committee shall be filled by the
Board of Directors at a regular meeting thereof or at a special meeting called
for that purpose. The Executive Committee shall keep regular minutes of its
proceedings and report the same to the Board when required.

                            COMPENSATION OF DIRECTORS

    SECTION 10. Directors, as such, shall not receive any stated salary for
their services, but, by resolution of the Board ' a fixed sum and expenses of
attendance, if any, may be allowed for attendance at each regular or special
meeting of the Board; provided, that nothing herein contained shall be construed
to preclude any Director from serving the corporation in any other capacity and
receiving compensation therefor. Members of the Executive Committee may be
allowed like compensation for attending committee meetings.
   6
                                   ARTICLE IV

                                     NOTICES

    SECTION 1. Whenever under the provisions of the statutes or of the
Certificate of Incorporation or of these By-Laws, notice is required to be given
to any Director or shareholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
Director or shareholder at such address as appears on the stock books of the
corporation, and such notice shall be deemed to be given at the time when the
same shall be thus mailed.

    SECTION 2. When any action is authorized to be taken after notice to the
shareholder, or after the lapse of a prescribed period of time, such action may
be taken without notice and without the lapse of any period of time, if such
action is authorized or approved and such requirements are waived, in writing,
by every shareholder entitled to such notice or by his attorney thereunto
authorized. Any notice required to be given under these By-Laws to any Director
may be waived by attendance of all Directors at the meeting or by written waiver
                    or waivers signed by all the Directors.

                                    ARTICLE V

                                    OFFICERS

    SECTION 1. The Officers of the corporation shall be a President, Vice
Presidents, a Secretary, a Treasurer, and such other Officers as may be deemed
necessary. Any two of the aforesaid offices except those of President and Vice
President may be held by the same person.

    SECTION 2. The Board of Directors at its first meeting after each Annual
Meeting of Shareholders shall elect a President from its members, and the Board
shall also elect one or more Vice Presidents, a Secretary, a Treasurer, and such
other Officers as may be deemed necessary, none of whom need be members of the
Board. (Amended June 27, 1986)

    SECTION 3. The salaries of all Officers and Agents of the corporation shall
be fixed by the Board of Directors.

    SECTION 4. The Officers of the corporation shall hold office until their
successors are elected and qualify in their stead. 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 whole Board of Directors. If the office of
any Officer becomes vacant for any reason, the vacancy shall be filled by the
Board of Directors.
   7
                                  THE PRESIDENT

      SECTION 5. The President shall be the Chief Executive Officer of the
corporation; he shall preside at all meetings of the shareholders and Directors,
shall be ex-officio a member of the Executive Committee, shall have general and
active management of the business of the corporation, and shall see that all
orders and resolutions of the Board are carried into effect. He shall execute
bonds, mortgages and other contracts requiring a seal, under the seal of the
corporation, except where required or permitted by law to be otherwise signed
and executed and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some other Officer or Agent of
the corporation.

                               THE VICE PRESIDENT

      SECTION 6. The Vice President shall, in the absence or disability of the
President, perform the duties and exercise the powers of the President, and
shall perform such other duties as the Board of Directors shall prescribe.

                                  THE SECRETARY

      SECTION 7. The Secretary shall attend all sessions of the Board and all
meetings of the shareholders, and record all votes and the minutes of all
proceedings in a book to be kept for that purpose, and shall perform like duties
for the Executive Committee when required. He shall give, or cause to be given,
notice of all meetings of the shareholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors or President, under whose supervision he shall be. He shall keep in
safe custody the seal of the corporation and, when authorized by the Board,
affix the seal to any instrument requiring it and, when so affixed, it shall be
attested by his signature or by the signature of the Treasurer or an Assistant
Secretary.

                                  THE TREASURER

      SECTION 8. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books 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 Board of
Directors.

      SECTION 9. He shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the President and Directors., at the regular meetings of the Board, or
whenever they may require it, an account of all his transactions as Treasurer
and of the financial condition of the corporation.
   8
                                   ARTICLE VI

                              CERTIFICATES OF STOCK

    SECTION 1. The certificates of stock of the corporation shall be numbered
and entered in the books of the corporation as they are issued. They shall
exhibit the holder's name and the number of shares owned by him in the
corporation, and shall be signed by the President or a Vice President and
Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary. If any
certificate is signed by a transfer agent or an assistant transfer agent or by a
transfer clerk on behalf of the corporation and a registrar, the signature of
any such Officer may be facsimile.

                                LOST CERTIFICATES

    SECTION 2. The Board of Directors 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 or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or give the
corporation a bond in such sum and with such surety or sureties as it may direct
as indemnity against any claim that may be made against the corporation with
respect to the certificate alleged to have been lost or destroyed.

                               TRANSFERS OF STOCK

    SECTION 3. Upon surrender to the corporation or transfer agent of the
corporation of a certificate of stock duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                            CLOSING OF TRANSFER BOOKS

    SECTION 4. The Board of Directors may close the stock transfer books of the
corporation in its discretion for a period not exceeding fifty days preceding
the date of any meeting, annual or special, of the shareholders, or the date for
payment of any dividend, or the date for the allotment of rights or the date
when any change or conversion or exchange of capital stock shall go into effect.
In lieu of closing the stock transfer books, the Board of Directors may fix, in
advance, a date not exceeding fifty days preceding the date of any meeting,
annual or special, of shareholders or the date for the payment of any dividend,
or the date for the allotment of rights, or the date when any change or
conversion or exchange of capital stock shall go into effect, as a record date
for the determination of the shareholders entitled to
   9
notice of and to vote at any such meeting, or entitled to receive payment of any
such dividend, or any such allotment of rights, or to exercise the rights in
respect to any such change, conversion or exchange of capital stock, and in such
case only shareholders of record on the date so fixed shall be entitled to such
notice of, and to vote at, such meeting or to receive payment of such dividend
or allotment of rights, or exercise such rights, as the case may be,
notwithstanding any transfer of any stock on the books of the corporation after
such record date fixed as aforesaid.

                             REGISTERED SHAREHOLDERS

    SECTION 5. The corporation shall be entitled to treat the holder of record
of any share or shares of stock as the holder in fact thereof and accordingly
shall not be bound to recognize any equitable or other claim to or interest in
such share on the part of any other person whether or not it shall have express
or other notice thereof, except as provided by the laws of New Jersey.

                                  ARTICLE VII
                               GENERAL PROVISIONS
                                   DIVIDENDS

    SECTION 1. Dividends upon the capital stock of the corporation subject to
the provisions of the Certificate of Incorporation, if any, may be declared by
the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be declared in cash, in property or in capital stock.

      SECTION 2. Before 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
Directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the Directors shall think conducive to the interests of the
corporation, and the Directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS

    SECTION 3. All checks or demands for money and notes of the corporation
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.

                                   FISCAL YEAR

    SECTION 4. The fiscal year shall begin the first day of January in each
year.
   10
                                      SEAL

      SECTION 5. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "Corporate Seal, New
Jersey."

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

      SECTION 6. The corporation shall indemnify its directors, officers and
employees and may indemnify each other "corporate agent", as defined in R.S.
14A:3-5(a) of the New Jersey Business Corporation Act, and each other person
whom the corporation may indemnify under the indemnification provisions of the
New Jersey Business Corporation Act, as in effect on January 1, 1986 or as
thereafter amended, to the full extent permissible under and consistent with
such provisions. The right of indemnification provided in these By-Laws shall
not be deemed exclusive of any other right to which said directors, officers or
other persons may be entitled apart from these By-Laws. (Amended 7/11/86)

                                  ARTICLE VIII

                                   AMENDMENTS

    SECTION 1. These By-Laws may be altered or amended at any regular meeting of
the shareholders or at any special meeting of the shareholders at which a quorum
is present or represented if notice of the proposed alteration or amendment be
contained in the notice of such special meeting, by the affirmative vote of a
majority of the stock entitled to vote at such meeting and present or
represented thereat, or by the affirmative vote of a majority of the Board of
Directors at any regular meeting of the Board or at any special meeting of the
Board if notice of the proposed alteration or amendment be contained in the
notice of such special meeting.

EX-19.1

   1
                              ATE Investment, Inc.


                                      19.1


                       Certificate of Incorporation of ATE

                                Investment, Inc.

                              Filed October 9, 1986
   2
                          CERTIFICATE OF INCORPORATION


                                       OF

                              ATE INVESTMENT, INC.

      The undersigned, in order to form a corporation for the purpose
hereinafter stated, under and pursuant to the provisions of the New Jersey
Business Corporation Act, hereby certifies that:

      I.  The name of the corporation is ATE INVESTMENT, INC.

      II. The purpose for which this corporation is organized is to engage in
any activity for which corporations may be organized under the New Jersey
Business Corporation Act, as same may from time to time be amended or
supplemented.

      III. The total number of shares of stock that the Corporation is
authorized to issue is two thousand five hundred (2,500) shares of Common Stock,
with no par value.

      IV.   The initial registered office of the Corporation shall be
located at 1199 Black Horse Pike, Pleasantville, New Jersey 08232, and the
name of the initial registered agent of the Corporation at such location is
E. D. Huggard.

      V. There shall be five (5) Directors constituting the first Board of
Directors. The name and address of each person who is to serve as an initial
Director of the Corporation is as follows:




            Name                          Address
            ----                          -------


                                       
            E. D. Huggard                 1199 Black Horse Pike
                                          Pleasantville, New Jersey 08232

            J. L. Jacobs                  1199 Black Horse Pike
                                          Pleasantville, New Jersey 08232

            M. A. Jarrett                 1199 Black Horse Pike
                                          Pleasantville, New Jersey 08232

            J. G. Salomone                1199 Black Horse Pike
                                          Pleasantville, New Jersey 08232

            B. A. Parent                  1199 Black Horse Pike
                                          Pleasantville, New Jersey 08232

   3
            The above-named persons shall serve on the Board of Directors of the
Corporation until the first annual meeting of the shareholders of the
Corporation and until their successors are duly elected and qualified.

      VI. The name and address of the incorporator is Atlantic City Electric
Company, 1199 Black Horse Pike, Pleasantville, New Jersey 08232.

      IN WITNESS WHEREOF, the undersigned, the incorporator of the above-named
corporation, has duly executed this Certificate of Incorporation on October 6,
1986.


ATTEST:                             ATLANTIC CITY ELECTRIC COMPANY



_____________________________       BY _____________________________________
                                       E. D. Huggard
                                       President and Chief Executive Officer

EX-19.2

   1
                              ATE Investment, Inc.

                                      19.2

                                     Bylaws
   2
                              ATE INVESTMENT, INC.
                                     BY-LAWS


                                    ARTICLE I

                             MEETING OF SHAREHOLDERS

     SECTION 1. Annual Meetings. The annual meeting of the shareholders to elect
a Board of Directors and to transact such other business as may properly come
before the meeting shall be held at such place, within or without the State of
New Jersey, as may be fixed by the Board of Directors and stated in the notice
of meeting, on the fourth Thursday of April in each year, at three o'clock in
the afternoon or at such other hour or on such other day stated in the notice of
meeting as the directors shall determine.

    SECTION 2. Special Meetings. Special meetings of the shareholders of the
Corporation shall be held at such place, within or without the State of New
Jersey, as may be fixed by the Board of Directors and stated in the notice of
meeting, and shall be called by the Chairman of the Board, the President or
Secretary upon direction of the Board of Directors.

    SECTION 3. Notice. The Secretary or officer performing his duties shall give
notice of every shareholders' meeting to each shareholder of record on the books
of the Corporation entitled to vote at such meeting, by mailing written notice
to such shareholders' address appearing on the stock books of the Corporation at
least ten and not more than sixty days before the date of such meeting.

    SECTION 4. Officer to Preside. Meetings of the shareholders shall be
presided over by the Chairman of the Board, or in his absence, by the President,
or if neither of these officers is present, by a Chairman to be elected at the
meeting. The Secretary of the Corporation shall act as Secretary of such
meetings, when present; otherwise a Secretary shall be chosen at the meeting.

    SECTION 5. Inspectors. As soon as may be practicable after their election in
each year, the Board of Directors may appoint two inspectors of shareholders'
votes and elections, to serve until the final adjournment of the next annual
shareholders' meeting. If they fail to make such appointment, or if their
appointees or either of them fails to appear at any meeting of shareholders, the
Chairman or other person presiding at the meeting may appoint inspectors or an
inspector to serve with the one appearing for that meeting.

   3
                                   ARTICLE II

                                    DIRECTORS

    SECTION 1. Number of Directors. The Board of Directors shall consist of such
number of directors, not less than three nor more than twelve, as shall be fixed
from time to time by the Board of Directors.

   SECTION 2. Vacancies. Vacancies on the Board of Directors, including
vacancies caused by reason of an increase in the number of directors, may be
filled until the next shareholders' election only by a vote of a majority of all
the directors in office. However, if only two directors remain and are able to
meet at a meeting duly called for the purpose, then by the action of those two
at such a meeting, or if only one director remains, by the act of that director,
additional duly qualified directors shall be elected so that there are at least
three directors holding office until the next annual meeting of shareholders and
until their successors shall be duly elected and shall qualify.

    SECTION 3. Quorum.  A majority of directors holding office at the time
of any meeting shall constitute a quorum.

    SECTION 4. Chairman and Committees. The Board of Directors shall elect a
Chairman of the Board from among their own number and the Board may also elect
an Assistant Chairman of the Board from among their own number. Meetings of the
Board shall be presided over by the Chairman of the Board, or if he be absent,
by the Assistant Chairman, if there be one, or if the Chairman and Assistant
Chairman, if there be one, are absent, by the President, or if none of these
persons are present, by a Chairman to be elected at the meeting. The person
serving as Chairman of the meeting shall determine the agenda and decide all
rules of order and practice at all meetings over which he presides. The
Chairman, and the Assistant Chairman, if there be one, may be replaced at any
time by a vote of a majority of all the directors in office. The Board of
Directors, by a majority vote, may appoint from time to time from among their
own number an executive committee and such other committees having such powers
as shall be designated in the respective resolutions applicable thereto.

    SECTION 5. Meetings. Meetings of the Board of Directors shall be held upon
the order of the Board, the Chairman of the Board, the Assistant Chairman of the
Board, if there be one, the President, or two directors. The Secretary or
officer performing his duties shall give reasonable notice of all meetings to
each director, but no notice need be given of the meeting, immediately after the
annual meeting of shareholders, at the same place, or of any other regular
meetings held at times fixed by resolution of the Board. Meetings of the Board
of Directors may be held within or without the State of New Jersey.

   4
                                   ARTICLE III

                                    OFFICERS

    The Board of Directors shall elect, as officers of the Corporation, a
President, who shall at the time of such election be a director of the
Corporation, a Secretary, and a Treasurer, and may elect one or more Vice
Presidents and such other officers as may be deemed useful. The chief executive
officer of the Corporation shall be the officer designated from time to time by
the Board as the chief executive officer. Any two or more offices may be filled
by the same person. All officers shall be chosen by the Board of Directors and
any officer may be removed from office at any time by a vote of majority of all
the directors in office. The several officers of the Corporation shall exercise
the usual powers and duties pertaining to their respective offices, subject to
such limitations as may be adopted by resolutions of the Board, and shall
exercise such other powers and duties as the Board of Directors may from time to
time determine.

                                   ARTICLE IV

                            RECORD DATE FOR PAYMENTS

    The Board of Directors of the Corporation shall have power by resolution to
close the stock transfer books of the Corporation for a period not exceeding
fifty days preceding the date of any meeting of shareholders or the date for
payment of any dividend, or the date for the allotment of rights, or the date
when any change or conversion or exchange of capital stock shall go into effect,
provided, however, in lieu of closing the stock transfer books as aforesaid, the
Board of Directors of the Corporation may be resolution fix in advance a date
not exceeding fifty days preceding the date of any meeting of shareholders or
the date for the payment of any dividend, or the date for the allotment of
rights, or the date when any change or conversion or exchange of capital stock
shall go into effect, as a record date for the determination of the shareholders
entitled to notice of and to vote at any such meeting or, entitled to receive
payment of any such dividend, or any such allotment of rights, or to exercise
rights in respect of such change, conversion or exchange of capital stock, and
in such case only shareholders of record on the date so fixed shall be entitled
to such notice of, and to vote at, such meeting, or to receive payment of such
dividend, or allotment of rights, or exercise of such rights, as the case may
be, and notwithstanding any transfer of any stock on the books of the
Corporation after any such record date fixed as aforesaid.

   5
                                    ARTICLE V

                               STOCK CERTIFICATES

    The Board of Directors of the Corporation may authorize the issuance of
duplicate stock certificates to replace stock certificates lost, stolen or
destroyed, upon such terms and conditions as it may by resolution prescribe.

                                   ARTICLE VI

                                 INDEMNIFICATION

    The Corporation shall indemnify its directors, officers and employees and
may indemnify each other "corporate agent", as defined in R.S. 14A:3-5(l)(a) of
the New Jersey Business Corporation Act, and each other person whom the
Corporation may indemnify under the indemnification provisions of the New Jersey
Business Corporation Act, as in effect on January 1, 1986 or as thereafter
amended, to the full extent permissible under and consistent with such
provisions. The right of indemnification provided in these By-Laws shall not be
deemed exclusive of any other right to which said directors, officers or other
persons may be entitled apart from these By-Laws.

                                   ARTICLE VII

                                    AMENDMENT

    These By-Laws may be amended or added to at any meeting of the Board of
Directors by an affirmative vote of a majority of all the directors, if notice
of the proposed change has been sent to all the directors ten days before the
meeting, or if all the directors are present, or if those not present assent in
writing to such a change.

EX-20.1

   1
                            Conectiv Thermal Systems,
                                      Inc.

                                      20.1

                         Certificate of Incorporation of
                         Atlantic Thermal Systems, Inc.
                                Filed May 5, 1994
   2
                          CERTIFICATE OF INCORPORATION
                                       OF
                         ATLANTIC THERMAL SYSTEMS, INC.

      1. The name of the corporation is ATLANTIC THERMAL SYSTEMS, INC.

      2. The address of its register offices in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

      3. The nature of the business or purposes to be conducted or promoted is:
To engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.

      4. The total number of shares of common stock which the corporation shall
have authority to issue is Two Thousand Five Hundred (2,500); all of such shares
shall be without par value.

      5A. The name and mailing address of each incorporator is as follows:





           NAME                      MAILING ADDRESS
           ----                      ---------------

                                 
           M. A. Brzoska            Corporation Trust Center
                                    1209 Orange Street
                                    Wilmington, Delaware 19801

           K. A. Widdoes            Corporation Trust Center
                                    1209 Orange Street
                                    Wilmington, Delaware 19801

           L. J. Vitalo             Corporation Trust Center
                                    1209 Orange Street
                                    Wilmington, Delaware 19801


   3
      5B. The name and mailing address of each person, who is to serve as a
director until the first annual meeting of the stockholders or until a successor
is elected and qualified, is as follows:



      NAME                          MAILING ADDRESS
      ----                          ---------------

                                 
      J.L. Jacobs                   6801 Black Horse Pike
                                    Pleasantville, NJ 08323

      M.J. Chesser                  6801 Black Horse Pike
                                    Pleasantville, NJ 08323

      M.I. Harlacher, Jr.           6801 Black Horse Pike
                                    Pleasantville, NJ 08323

      H.K. Levari, Jr.              6801 Black Horse Pike
                                    Pleasantville, NJ 08323

      J.G. Salomone                 6801 Black Horse Pike
                                    Pleasantville, NJ 08323

      S.B. Ungerer                  6801 Black Horse Pike
                                    Pleasantville, NJ 08323



      6. The corporation is to have perpetual existence.

      7. In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, alter or repeal
the by-laws of the corporation.


      8. Election of directors need not be by written ballot unless the by-laws
of the corporation shall so provide.

      Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation.

      9. The corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by the statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
   4
      10. A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the director's
duty of loyalty to t he corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived any improper
personal benefit.

      WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, do make this Certificate, hereby declaring and
certifying that this is our act and deed and the facts herein stated are true,
and accordingly have hereunto set our hands this 5th day of May, 1994


                                          -------------------------------------
                                          M. A. Brzoska

                                          -------------------------------------
                                          K. A. Widdoes

                                          -------------------------------------
                                          L. J. Vitalo

EX-20.2

   1
                            Conectiv Thermal Systems,
                                      Inc.

                                    20.2

                           Certificate of Amendment of
                      Certificate of Incorporation Changing
                          the Name to Conectiv Thermal
                                  Systems, Inc.
                               Filed March 2. 1998
   2
                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION

    Atlantic Thermal Systems, Inc., a corporation organized and existing under
  and by virtue of the General Corporation Law of the State of Delaware,

     DOES HEREBY CERTIFY:

     FIRST: That the Board of Directors of said corporation, by the unanimous
  written consent of its members, filed with the minutes of the Board, adopted a
  resolution proposing and declaring advisable the following amendment to the
  Certificate of Incorporation of said corporation:

     RESOLVED, that the Certificate of Incorporation of Atlantic Thermal
     Systems, Inc. be amended by changing the First Article thereof so that, as
     amended, said Article shall be and read as follows:

     The name of the corporation is: Conectiv Thermal Systems, Inc.

     SECOND:That in lieu of a meeting and vote of stockholders, the stockholders
  have given unanimous written consent to said amendment in accordance with the
  provisions of Section 228 of the General Corporation Law of the State of
  Delaware.

     THIRD: That the aforesaid amendment was duly adopted in accordance
  with the applicable provisions of Sections 242 and 228 of the General
  Corporation Law of the State of Delaware.
   3
     IN WITNESS WHEREOF, said Atlantic Thermal Systems, Inc. has caused this
  certificate to be signed by Frank E. DiCola, its President this 27 day of
  February, 1998.

                                          Atlantic Thermal Systems,
                                          Inc.

                                       By___________________________________
                                            Title: President

EX-20.3

   1
                            Conectiv Thermal Systems,
                                      Inc.

                                      20.3

                                     Bylaws


   2


                                     BYLAWS

                                       OF

                         CONECTIV THERMAL SYSTEMS, INC.


1.          OFFICES.

            1.1 Offices. In addition to its registered office in the State of
Delaware, the Corporation shall have a corporate office in Wilmington, Delaware,
and such other offices, either within or without the State of Delaware, at such
locations as the Board of Directors may from time to time determine or the
business of the Corporation may require.

2.          SEAL.

            2.1 Seal. The Corporation shall have a seal, which shall have
inscribed thereon its name and year of incorporation and the words, "Corporate
Seal Delaware."

3 .         MEETINGS OF STOCKHOLDERS.

            3.1 Annual Meetings. The annual meeting of stockholders of the
Corporation shall be held on such date, at such time and at such place within or
without the State of Delaware as shall be determined by the Board of Directors
from time to time.

            3.2 Special Meetings. Special meetings of the stockholders of the
Corporation shall be held on such date, at such time and at such place within or
without the State of Delaware as may be designated by the Chairman of the Board
or by the Board of Directors.

            3.3 Notice of Meetings. (a) Notices of meetings of stockholders
shall be in writing and shall state the place, date, and hour of the meeting,
and, in the case of a special meeting, the purpose or purposes for which a
meeting is called. No business other than that specified in the notice thereof
shall be transacted at any special meeting.

                (b) Such notice shall either be delivered personally or
mailed, postage prepaid, to each stockholder entitled to vote at such meeting
not less than 10 nor more than 60 days before the date of the meeting. If
mailed, the notice shall be directed to the stockholder at his or her address as
it appears on the records of the Corporation. Personal delivery of any such
notice to any officer of a corporation or association or to any member of a
partnership shall constitute delivery of such notice to such corporation,
association, or partnership.

                (c) Notice of any meeting of stockholders need not be given to
any stockholder if waived by such stockholder in writing, whether before or
after such meeting is held, or if such stockholder shall sign the minutes or
attend the meeting, except that if such stockholder attends a meeting for the
express purpose of objecting at the beginning of the


   3

meeting to the transaction of any business because the meeting is not lawfully
called or convened, such stockholder shall not be deemed to have waived notice
of such meeting.

             3.4 Adjourned Meetings. When a meeting is adjourned to another time
or place, unless otherwise provided by these Bylaws, notice need not be given of
the adjourned meeting if the time and place thereof are announced at the meeting
at which the adjournment is taken. At the adjourned meeting the stockholders may
transact any business that might have been transacted at the original meeting.
If an adjournment is for more than 30 days, or if after an adjournment, a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder entitled to vote at the meeting.

            3.5 Quorum and Adjournment. Except as otherwise provided by law, by
the Certificate of Incorporation of the Corporation, or by these Bylaws, the
presence, in person or by proxy, of the holders of a majority of the aggregate
voting power of the stock issued and outstanding, entitled to vote thereat,
shall constitute a quorum for the transaction of business at all meetings of
stockholders. If such majority shall not be present or represented at any
meeting of stockholders, the stockholders present, although less than a quorum,
shall have the power to adjourn the meeting.

            3.6   Vote Required.  Except as otherwise provided by law or by
the Certificate of Incorporation:

                  (a) Directors shall be elected by a plurality of the votes
present in person or represented by proxy at a meeting of stockholders and
entitled to vote in the election of directors, and

                  (b) whenever any corporate action other than the election of
Directors is to be taken, it shall be authorized by a majority in voting power
of the shares present in person or by proxy at a meeting of stockholders and
entitled to vote on the subject matter.

            3.7 Manner of Voting. At each meeting of stockholders, each
stockholder having the right to vote shall be entitled to vote in person or by
proxy. Proxies need not be filed with the Secretary of the Corporation until the
meeting is called to order, but shall be filed before being voted. Each
stockholder shall be entitled to vote each share of stock having voting power
registered in his or her name on the books of the Corporation on the record date
fixed for determination of stockholders entitled to vote at such meeting.

            3.8 Stockholder Action Without a Meeting. Except as otherwise
provided by law or by the Certificate of Incorporation, any action required to
be taken at any meeting of stockholders of the corporation, or any action that
may be taken at any annual or special meeting of such stockholders, may be taken
without a meeting, without prior notice, and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a


   4

meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing and who, if the action had been
taken at a meeting, would have been entitled to notice of the meeting if the
record date for such meeting had been the date that written consents signed by a
sufficient number of the holders to take the action were delivered to the
Corporation.

            3.9 Proxies. (a) At any meeting of stockholders, any stockholder may
be represented and vote by proxy or proxies appointed by a written form of
proxy. In the event that any form of proxy shall designate two or more persons
to act as proxies, a majority of such persons present at the meeting or, if only
one shall be present, then that one shall have and may exercise all of the
powers conferred by the form of proxy upon all of the persons so designated
unless the form of proxy shall otherwise provide.

                  (b) The Board of Directors may, in advance of any annual or
special meeting of the stockholders, prescribe additional regulations concerning
the manner of execution and filing of proxies and the validation of the same,
which are intended to be voted at any such meeting.

            3.10 Presiding Officer and Secretary. The Chairman of the Board
shall act as chairman of all meetings of the stockholders. In the absence of the
Chairman of the Board, the Vice Chairman of the Board or, in his or her absence,
the Chief Executive Officer or, in his or her absence, the President or, in his
or her absence, any Vice President designated by the Board of Directors shall
act as chairman of the meeting.

            The Secretary of the Corporation shall act as secretary of all
meetings of the stockholders, but, in the absence of the Secretary, the
Assistant Secretary designated in accordance with Section 5.11 (b) of these
Bylaws shall act as secretary of all meetings of the stockholders, but in the
absence of a designated Assistant Secretary, the chairman of the meeting may
appoint any person to act as secretary of the meeting.

            3.11 Procedure. At each meeting of stockholders, the chairman of the
meeting shall fix and announce the date and time of the opening and the closing
of the polls for each matter upon which the stockholders will vote at the
meeting and shall determine the order of business and all other matters of
procedure. Except to the extent inconsistent with any such rules and regulations
as adopted by the Board of Directors, the chairman of the meeting may establish
rules, which need not be in writing, to maintain order and safety and for the
conduct of the meeting. Without limiting the foregoing, he or she may:

                  (a) restrict attendance at any time to bona fide stockholders
of record and their proxies and other persons in attendance at the invitation of
the chairman;

                  (b) restrict dissemination of solicitation materials and use
of audio or visual recording devices at the meeting;

                  (c) adjourn the meeting without a vote of the stockholders,
whether or not there is a quorum present; and


   5

                  (d) make rules governing speeches and debate, including time
limits and access to microphones.

The chairman of the meeting shall be entitled to act in his or her absolute
discretion and his or her rulings shall not be subject to appeal.

4.                DIRECTORS.

            4.1 Powers. The Board of Directors shall exercise all of the powers
of the Corporation except such as are by law, or by the Certificate of
Incorporation of this Corporation or by these Bylaws conferred upon or reserved
to the stockholders of any class or classes.

            4.2 Resignations. Any Director may resign at any time by giving
written notice to the Board of Directors or the Secretary. Such resignation
shall take effect at the date of receipt of such notice or at any later time
specified therein. Acceptance of such resignation shall not be necessary to make
it effective.

            4.3 Presiding Officer and Secretary. The Chairman of the Board shall
act as chairman of all meetings of the Board of Directors. In the absence of the
Chairman of the Board, the Vice Chairman of the Board, or in his absence, the
Chief Executive Officer or other person designated by the Board of Directors
shall act as chairman of the meeting.

                  The Secretary of the Corporation shall act as secretary of all
meetings of the Board of Directors, but, in the absence of the Secretary, the
Assistant Secretary designated in accordance with Section 5.11 (b) of these
Bylaws shall act as secretary of all meetings of the Board of Directors, but in
the absence of a designated Assistant Secretary, the chairman of the meeting may
appoint any person to act as secretary of the meeting.

            4.4 Annual Meetings. The Board of Directors shall meet each year
immediately following the annual meeting of stockholders, at the place where
such meeting of stockholders has been held, or at such other place as shall be
fixed by the person presiding over the meeting of the stockholders, for the
purpose of election of officers and consideration of such other business as the
Board of Directors considers relevant to the management of the Corporation. In
the event that in any year Directors are elected by written consent in lieu of
an annual meeting of stockholders, the -Board of Directors shall meet in such
year as soon as practicable after receipt of such written consent by the
Corporation at such time and place as shall be fixed by the Chairman of the
Board, for the purpose of election of officers and consideration of such other
business as the Board of Directors considers relevant to the management of the
Corporation.

            4.5 Regular Meetings. Regular meetings of the Board of Directors
shall be held on such dates and at such times and places, within or without the
state of Delaware, as shall from time to time be determined by the Board of
Directors. In the absence of any such determination, such meetings shall be held
at such times and places, within or without the



   6

State of Delaware, as shall be designated by the Chairman of the Board on not
less than twelve hours notice to each Director, given verbally or in writing,
whether personally, by telephone (including by message or recording device), by
facsimile transmission, by telegram, or by telex, or on not less than three (3)
calendar days' notice to each Director given by mail.

            4.6 Special Meetings. Special meetings of the Board of Directors
shall be held at the call of the Chairman of the Board at such times and places,
within or without the State of Delaware, as he or she shall designate, on not
less than twelve hours notice to each Director, given verbally or in writing,
whether personally, by telephone (including by message or recording device), by
facsimile transmission, by telegram, or by telex, or on not less than three (3)
calendar days' notice to each Director given by mail. Special meetings shall be
called by the Secretary on like notice at the written request of a majority of
the Directors then in office.

            4.7 Quorum and Powers of a Majority. At all meetings of the Board of
Directors and of each committee thereof, a majority of the members shall be
necessary and sufficient to constitute a quorum for the transaction of business,
and the act of a majority of the members present at any meeting at which a
quorum is present shall be the act of the Board of Directors or such committee,
unless by express provision of law, of the Certificate of Incorporation, or of
these Bylaws, a different vote is required, in which case such express provision
shall govern and control. In the absence of a quorum, a majority of the members
present at any meeting may, without notice other than announcement at the
meeting, adjourn such meeting from time to time until a quorum is present.

            4.8 Waiver of Notice. Notice of any meeting of the Board of
Directors, or any committee thereof, need not be given to any member if waived
by him or her in writing, whether before or after such meeting is held, or if he
or she shall sign the minutes or attend the meeting, except that if such
Director 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, then such Director shall not be deemed to have
waived notice of such meeting.

            4.9 Manner of Acting. (a) Members of the Board of Directors, or any
committee thereof, may participate in any meeting of the Board of Directors or
such committee by means of conference telephone or similar communications
equipment by means of which all persons participating therein can hear each
other, and participation in a meeting by such means shall constitute presence in
person at such meeting.

                  (b) Any action required or permitted to be taken at any
meeting of the Board of Directors or any committee thereof may be taken without
a meeting if all members of the Board of Directors or such committee, as the
case may be, consent thereto in writing, and the writings are filed with the
minutes of proceedings of the Board of Directors or such committee.

            4.10 Compensation. (a) The Board of Directors, by a resolution or
resolutions, may fix, and from time to time change, the compensation of
Directors.



   7

                  (b) Each Director shall be entitled to reimbursement from the
Corporation for his or her reasonable expenses incurred with respect to duties
as a member of the Board of Directors or any committee thereof.

                  (c) Nothing contained in these Bylaws shall be construed to
preclude any Director from serving the Corporation in any other capacity and
from receiving compensation from the Corporation for service rendered to it in
such other capacity.

            4.11 Committees. The Board of Directors (or any committee thereof
having the power and authority to do so) may designate one or more committees,
each committee to consist of one or more Directors, which to the extent provided
in said resolution or resolutions shall have and may exercise the powers and
authority of the Board of Directors in the management of the business and
affairs of the corporation; provided, however, that no such committee shall have
the power or authority in reference to the following matters: (i) approving or
adopting, or recommending to the stockholders, any action or matter expressly
required by the General Corporation Law of Delaware (the "GCLD") to be submitted
to stockholders for approval or (ii) adopting, amending, or repealing any bylaw
of the Corporation. The Board of Directors may designate one or more directors
as alternate members of any committee, who may replace any absent or
disqualified member of the committee. In the absence or disqualification of a
member of a committee, the member or members present at any meeting of such
committee and not disqualified from voting, whether or not such member of
members constitute a quorum, may unanimously appoint another member of the board
of directors to act at the meeting in place of such absent or disqualified
director.

            4.12 Committee Procedure, Limitations of Committee Powers. (a)
Except as otherwise provided by these Bylaws, each committee shall adopt its own
rules governing the time, place and method of holding its meetings and the
conduct of its proceedings and shall meet as provided by such rules or by
resolution of the Board of Directors. Unless otherwise provided by these Bylaws
or any such rules or resolutions, notice of the time and place of each meeting
of a committee shall be given to each member of such committee as provided in
Section 4.6 of these Bylaws with respect to notices of special meetings of the
Board of Directors.

                  (b) Each committee shall keep regular minutes of its
proceedings and report the same to the Board of Directors when required.

                  (c) Any member of any committee may be removed from such
committee either with or without cause, at any time, by the Board of Directors
at any meeting thereof. Any vacancy in any committee shall be filled by the
Board of Directors in the manner prescribed by the Certificate of Incorporation
or these Bylaws for the original appointment of the members of such committee.


   8


5.                OFFICERS.

            5.1 Number. (a) The officers of the Corporation shall include a
Chief Executive Officer, a President, one or more Vice Presidents (including one
or more Executive Vice Presidents and one or more Senior Vice Presidents if
deemed appropriate by the Board of Directors), a Secretary, a Treasurer, and a
Controller. The Board of Directors shall also elect a Chairman of the Board and
may elect a Vice Chairman of the Board. The Board of Directors may also elect
such other officers as the Board of Directors may from time to time deem
appropriate or necessary. Except for the Chairman of the Board, the Vice
Chairman of the Board, and the Chief Executive Officer, none of the officers of
the Corporation needs to be a director of the Corporation. Any two or more
offices may be held by the same person to the extent permitted by the GCLD.

                  (b) The Board of Directors may delegate to the Chief Executive
Officer or President the power to appoint one or more employees of the
Corporation as divisional or departmental vice presidents and fix the duties of
such appointees. However, no such divisional or departmental vice president
shall be considered as an officer of the Corporation, the officers of the
Corporation being limited to those officers elected by the Board of Directors.

            5.2 Election of Officers, Qualification and Term. The officers of
the Corporation shall be elected from time to time by the Board of Directors
and, except as may otherwise be expressly provided in a contract of employment
duly authorized by the Board of Directors, shall hold office at the pleasure of
the Board of Directors.

            5.3 Removal. Any officer elected by the Board of Directors may be
removed, either with or without cause, by the Board of Directors at any meeting
thereof, or to the extent delegated to the Chairman of the Board or the Chief
Executive Officer, by the Chairman of the Board or the Chief Executive Officer.

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

            5.5 Salaries. The salaries of all officers of the Corporation shall
be fixed by the Board of Directors from time to time, and no officer shall be
prevented from receiving such salary by reason of the fact that he or she is
also a Director of the Corporation.

            5.6 The Chairman of the Board. The Chairman of the Board shall have
the powers and duties customarily and usually associated with the office of the
Chairman of the Board. The Chairman of the Board shall preside at meetings of
the stockholders and of the Board of Directors.

            5.7   Vice Chairman of the Board.  The Vice Chairman of the
                  Board shall


   9

have the powers and duties customarily and usually associated with the office of
the Vice Chairman of the Board.

            5.8 Chief Executive Officer. The Chief Executive Officer shall have,
subject to the supervision, direction and control of the Board of Directors, the
general powers and duties of supervision, direction and management of the
affairs and business of the Corporation usually vested in the chief executive
officer of a corporation, including, without limitation, all powers necessary to
direct and control the organizational and reporting relationships within the
Corporation. If at any time the office of the Chairman of the Board and the Vice
Chairman of the Board shall not be filled, or in the event of the temporary
absence or disability of the Chairman of the Board and the Vice Chairman of the
Board, the Chief Executive Officer shall have the powers and duties of the
Chairman of the Board.

            5.9 The President. The President shall serve as chief operating
officer and shall have such other powers and perform such other duties as may be
delegated to him or her from time to time by the Board of Directors or the Chief
Executive Officer.

            5.10 The Vice Presidents. Each Vice President shall have such powers
and perform such duties as may from time to time be assigned to him or her by
the Board of Directors, the Chief Executive Officer, or the President.

            5.11 The Secretary and the Assistant Secretary. (a) The Secretary
shall attend meetings of the Board of Directors and meetings of the stockholders
and record all votes and minutes of all such proceedings in a book kept for such
purpose. He or she shall have all such further powers and duties as generally
are incident to the position of Secretary or as may from time to time be
assigned to him or her by the Board of Directors, the Chief Executive Officer,
or the President.

                  (b) Each Assistant Secretary shall have such powers and
perform such duties as may from time to time be assigned to him or her by the
Board of Directors, the Chief Executive Officer, the President, or the
Secretary. In case of the absence or disability of the Secretary, the Assistant
Secretary designated by the Chief Executive Officer (or, in the absence of such
designation, by the Secretary) shall perform the duties and exercise the powers
of the Secretary.

            5.12 The Treasurer and the Assistant Treasurer. (a) The Treasurer
shall have custody of the Corporation's funds and securities and shall keep full
and accurate accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit or cause to be deposited moneys or other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board of Directors. The Treasurer shall also maintain
adequate records of all assets, liabilities, and transactions of the Corporation
and shall see that adequate audits thereof are currently and regularly made. The
Treasurer shall have such other powers and perform such other duties that
generally are incident to the position of Treasurer or as may from time to time
be assigned to him or her by the Board of Directors, the Chief Executive
Officer, or the President.



   10

                  (b) Each Assistant Treasurer shall have such powers and
perform such duties as may from time to time be assigned to him or her by the
Board of Directors, the Chief Executive Officer, the President, or the
Treasurer. In case of the absence or disability of the Treasurer, the Assistant
Treasurer designated by the Chief Executive Officer (or, in the absence of such
designation, by the Treasurer) shall perform the duties and exercise the powers
of the Treasurer.

            5.13 Controller. The Controller shall be responsible for maintaining
the accounting records and statements, and shall properly account for all monies
and obligations due the Corporation and all properties, assets, and liabilities
of the Corporation. The Controller shall render to the Chairman of the Board or
the President such periodic reports covering the results of operations of the
Corporation as may be required by either of them or by law.

6.          STOCK

            6.1 Certificates. Certificates for shares of stock of the
Corporation shall be issued under the seal of the Corporation, or a facsimile
thereof, and shall be numbered and shall be entered in the books of the
Corporation as they are issued. Each certificate shall bear a serial number,
shall exhibit the holder's name and the number of shares evidenced thereby, and
shall be signed by the Chairman of the Board or a Vice Chairman, if any, or the
Chief Executive Officer or the President or any Vice President, and by the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer.
Any or all of the signatures on the certificate may be a facsimile. In case any
officer, transfer agent, or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent, or registrar before such certificate is issued, it may
be issued by the corporation with the same effect as if such person or entity
were such officer, transfer agent, or registrar at the date of issue.

            6.2 Transfers. Transfers of stock of the Corporation shall be made
on the books of the Corporation only upon surrender to the Corporation of a
certificate (if any) for the shares duly endorsed or accompanied by proper
evidence of succession, assignment, or authority to transfer, provided such
succession, assignment, or transfer is not prohibited by the Certificate of
Incorporation, these Bylaws, applicable law or contract. Thereupon, the
Corporation shall issue a new certificate (if requested) to the person entitled
thereto, cancel the old certificate (if any), and record the transaction upon
its books.

            6.3 Lost, Stolen, or Destroyed Certificates. Any person claiming a
certificate of stock to be lost, stolen, or destroyed shall make an affidavit or
an affirmation of that fact, and shall give the Corporation a bond of indemnity
in satisfactory form and with one or more satisfactory sureties, whereupon a new
certificate (if requested) may be issued of the same tenor and for the same
number of shares as the one alleged to be lost, stolen, or destroyed.

            6.4   Registered Stockholders.  The Corporation shall be
entitled to recognize the exclusive right of a person registered on its
books as the owner of shares as the person



   11

entitled to exercise the rights of a stockholder and shall not be bound to
recognize any equitable or other claim to or interest in any such shares on the
part of any other person, whether or not it shall have express or other notice
thereof, except as otherwise expressly provided by the GCLD.

            6.5 Additional Powers of the Board. (a) In addition to those powers
set forth in Section 4. 1, the Board of Directors shall have power and authority
to make all such rules and regulations as it shall deem expedient concerning the
issue, transfer, and registration of certificates for shares of stock of the
Corporation, including the use of uncertificated shares of stock subject to the
provisions of the GCLD.

                  (b) The Board of Directors may appoint and remove transfer
agents and registrars of transfers, and may require all stock certificates to
bear the signature of any such transfer agent and/or any such registrar of
transfers.

7.          INDEMNIFICATION

            7.1 Each person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, or investigative (hereinafter a
"proceeding"), by reason of the fact that he or she, or the person of whom he or
she is the legal representative, 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, employee, or agent of another corporation or of a
partnership, joint venture, trust, or other enterprise, including service with
respect to employee benefit plans, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the GCLD, 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 said law permitted the Corporation to provide prior
to such amendment), against all expenses, liability, and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties, and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such person
in connection therewith and such indemnification shall continue as to a person
who has ceased to be a director, officer, employee, or agent and shall inure to
the benefit of his or her heirs, executors, and administrators; provided,
however, that, except as provided in this Article 7, the Corporation shall
indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if authorized by the
Board of Directors of the Corporation. Any indemnification under this Article 7
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee, or agent is proper in the circumstances because he or she has
met the applicable standard set forth in the GCLD. Such a determination shall be
made (a) by a majority vote of the directors who are not parties to such action,
suit or proceeding, even though less than a quorum; (b) by a committee of such
directors designated by majority vote of such directors, even though less than a
quorum; (c) by independent legal counsel (compensated by the Corporation) in a
written opinion; (d) by the stockholders; or (e) in any other manner permitted
by the GCLD. In addition to the right to indemnification conferred in this
Article 7, each of the above persons shall have the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in advance of


   12

its final disposition; provided, however, that, if the GCLD requires, the
payment of such expenses incurred by a present director or officer in his or her
capacity as a director or officer of the corporation (and not in any other
capacity in which service was or is rendered by such person while a director or
officer, including, without limitation, service to an employee benefit plan) in
advance of the final disposition of a proceeding, shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of such present
director or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Article 7 or otherwise. The Corporation may, by any manner permitted by the
GCLD, provide indemnification and advancement of expenses to employees and
agents of the Corporation with the same scope and effect as the foregoing
indemnification of directors and officers. The right to indemnification and to
an advancement of expenses conferred in this Article 7 shall be a contract
right.

            7.2 If a claim under Section 7.1 of this Article 7 is not paid in
full by the Corporation within 30 days after a written claim has been received
by the Corporation, the claimant may at any time thereafter bring suit against
the Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim (including attorneys' fees). It shall be a defense to any
such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the standard of conduct which makes
it permissible under the GCLD for the Corporation to indemnify the claimant for
the amount claimed, but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors, a committee thereof, independent legal counsel, or its stockholders)
to have made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because he or she
has met the applicable standard of conduct set forth in the GCLD, nor an actual
determination by the Corporation (including its Board of Directors, a committee
thereof, independent legal counsel, or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct. In any suit brought by the claimant to enforce a right to
indemnification or to an advancement of expenses hereunder, or brought by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the burden of proving that the claimant is not entitled to be
indemnified, or to such advancement of expenses, under this Article 7 or
otherwise shall be on the Corporation.

            7.3 The rights to indemnification and the payment of expenses
incurred in defending a proceeding in advance of its final disposition conferred
in this Article 7, shall not be exclusive of any other right that any person may
have or hereafter acquire under any statute, provision of the certificate of
incorporation of the Corporation, this bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.


            7.4 The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee, or agent of the Corporation
or another corporation,



   13

partnership, joint venture, trust, or other enterprise against any such 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 GCLD.

            7.5   The Corporation may enter into an indemnity agreement with any
director, officer, employee, or agent of the Corporation, or of another
corporation, partnership, joint venture, trust, or other enterprise, upon terms
and conditions that the Board of Directors deems appropriate, as long as the
provisions of the agreement are not impermissible under applicable law.

            7.6   Any amendment or repeal of this Article 7 shall not be
retroactive in effect.

            7.7 In case any provision in this Article 7 shall be determined at
any time to be unenforceable in any respect, the other provisions shall not in
any way be affected or impaired thereby, and the affected provision shall be
given the fullest possible enforcement in the circumstances, it being the
intention of the Corporation to afford indemnification and advancement of
expenses to the persons indemnified hereby to the fullest extent permitted by
law.

            7.8 The Corporation may, by action of the Board of Directors,
authorize one or more officers to grant rights to indemnification and
advancement of expenses to former directors and officers or to other employees
or agents of the Corporation on such terms and conditions as such officer or
officers deem appropriate under the circumstances.


8.          MISCELLANEOUS

            8.1 Place and Inspection of Books. (a) The books of the Corporation
other than such books as are required by law to be kept within the State of
Delaware shall be kept in such place or places either within or without the
State of Delaware as the Board of Directors may from time to time determine.

                  (b) At least ten days before each meeting of stockholders, the
officer in charge of the stock ledger of the Corporation shall prepare a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order and showing the address of each stockholder and the number 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 ten 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
specified, at the place where the meeting is to be held. The 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.

                  (c)   The Board of Directors shall determine from time to time




   14

whether and, if allowed, when and under what conditions and regulations the
accounts and books of the Corporation (except such as may be by law specifically
open to inspection or as otherwise provided by these Bylaws) or any of them
shall be open to the inspection of the stockholders and the stockholders' rights
in respect thereof.

            8.2 Voting Shares in Other Corporations. The Chief Executive
Officer, the President, or any other officer of the Corporation designated by
the Board of Directors may vote any and all shares held by the Corporation in
any other corporation.

            8.3 Fiscal Year. The fiscal year of the Corporation shall be such
fiscal year as the Board of Directors from time to time by resolution shall
determine.

            8.4 Gender/Number. As used in these Bylaws, the masculine, feminine,
or neuter gender, and the singular or plural number, shall each include the
others whenever the context so indicates.

            8.5 Paragraph Titles. The titles of the paragraphs have been
inserted as a matter of reference only and shall not control or affect the
meaning or construction of any of the terms and provisions hereof.

            8.6 Amendment. These Bylaws may be altered, amended, or repealed by
(a) the affirmative vote of 80% or more of the aggregate number of votes that
the holders of the then outstanding shares of common stock and preferred stock
are entitled to cast on the amendment, or (b) by resolution adopted by the
affirmative vote of not less than a majority of the Directors in office, at any
annual or regular meeting of the Board of Directors or at any special meeting of
the Board of Directors if notice of the proposed alteration, amendment, or
repeal be contained in written notice of such special meeting. Notwithstanding
the foregoing, the amendment of any provision of these Bylaws that requires an
affirmative vote in excess of a majority of the Directors in office shall
require the affirmative vote of at least the number of directors the affirmative
vote of whom is required by such provision.

            8.7 Certificate of Incorporation. Notwithstanding anything to the
contrary contained herein, if any provision contained in these Bylaws is
inconsistent with or conflicts with a provision of the Certificate of
Incorporation, such provision of these Bylaws shall be superseded by the
inconsistent provision in the Certificate of Incorporation to the extent
necessary to give effect to such provision in the Certificate of Incorporation.

EX-21.1

   1
                          ATS Operating Services, Inc.


                                      21.1

                      Certificate of Incorporation of ATS
                            Operating Services, Inc.
                              Filed March 31, 1995
   2
                          CERTIFICATE OF INCORPORATION

                                       OF

                          ATS OPERATING SERVICES, INC.

                                     *****


     1.   The name of the corporation is ATS Operating Services, Inc.

     2.   The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of Now Castle. The name of it registered agent at such address is The
Corporation Trust Company.

     3.   The nature of the business or purposes to be conducted or promoted is
to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.

     4.   The total number of shares of stock which the corporation shall have
authority to issue is One Hundred (100); all of which shares shall be without
par value.

     At all elections of directors of the corporation, each stockholder shall
be entitled to as many votes as shall equal the number of votes which (except
for such provision as to cumulative voting) he would be entitled to cast for
the election of directors with respect to his shares of stock multiplied by the
number of directors to be elected by him, and he may cast all of such votes for
a single director or may distribute them among the number to be voted for, or
for any two or more of them as he may see fit.

     5A.  The name and mailing address of each incorporator is as follows:


               NAME                     MAILING ADDRESS
               ----                     ---------------

           L. J. Vitalo                 Corporation Trust Center
                                        1209 Orange Street
                                        Wilmington, Delaware 19801
   3
     5B.  The name and mailing address of each person who is to serve as a
director until the first annual meeting of the stockholders or until a
successor is elected and qualified, is as follows:

          NAME                     MAILING ADDRESS
          ----                     ---------------

          Frank E. DiCola          5100 Harding Highway
                                   Mays Landing, NJ 08330

          Thomas W. Herzog         5100 Harding Highway
                                   Mays Landing, NJ 08330

          Carl H. Fogler           5100 Harding Highway
                                   Mays Landing, NJ 08330

     6.   The corporation is to have perpetual existence.

     7.   In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, alter or
repeal the by-laws of the corporation.

     8.   Elections of directors need not be by written ballot unless the
by-laws of the corporation shall so provide.

          Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation.

     9.   The corporation reserver, the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon olders herein
are granted subject to this reservation.

     10.  A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholder, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii)
   4
under Section 174 of the Delaware General Corporation Law, or (iv) for any on
from which the director derived any improper personal benefit.

     I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation put to the General Corporation Law of the
State of Delaware, do make certificate, hereby declaring and certifying that
this is my act and deed and the facts herein stated are true, and accordingly
have hereunto set my hand this 31st day of March, 1995.




                                                  ----------------------------
                                                  L.J. Vitalo

EX-21.2

   1
                          ATS Operating Services, Inc.

                                      21.2

                     Certificate of Renewal and Revival of
                          Certificate of Incorporation
                            Filed December 10, 1998
   2
                                  CERTIFICATE
                                      FOR
                              RENEWAL AND REVIVAL
                                       OF
                          CERTIFICATE OF INCORPORATION



     ATS Operating Services, Inc., a corporation organized under the laws of
Delaware, the Certificate of Incorporation of which was filed in the office of
the Secretary of State on the 31st day of March, 1995 and thereafter voided for
non-payment of taxes, now desiring, to procure a revival of its Certificate of
Incorporation, hereby certified as follows:

     1.   The name of the corporation is ATS Operating Services, Inc.

     2.   Its registered agent in the State of Delaware is located at 800 King
Street, City of Wilmington, County of New Castle, Delaware 19801, and the name
of its registered agent at such address is Conectiv Resource Partners, Inc. c/o
Legal Department.

     3.   The date when revival of the Certificate of Incorporation of this
corporation is to commence is the 28th day of February, 1997, same being prior
to the date the Certificate of Incorporation became void. Revival of the
Certificate of Incorporation is to be perpetual.

     4.   This corporation was duly organized under the laws of Delaware and
carried on the business authorized by its Certificate of Incorporation until
the 1st day of March, 1997, at which time its Certificate of Incorporation
became inoperative and void for non-payment of taxes and this Certificate for
Renewal and Revival is filed by authority of the duly elected directors of the
corporation with the laws of Delaware.

     IN WITNESS WHEREOF, said ATS Operating Services, Inc. in compliance with
Section 312 of Title 8 of the Delaware Code has caused this Certificate to be
signed by Barbara S. Graham, its last and acting Senior Vice President & CFO,
this 9th day of December, 1998.



                                             ATS OPERATING SERVICES, INC.

                                             By: ____________________________

                                                 Barbara S. Graham
                                                 Senior Vice President & CFO

EX-21.3

   1
                          ATS Operating Services, Inc.

                                      21.3

                                     Bylaws
   2
                                     BYLAWS
                                       OF
                          ATS OPERATING SERVICES, INC.

1.       OFFICES.

         1.1 Offices. In addition to its registered office in the State of
Delaware, the Corporation shall have a corporate office in Wilmington, Delaware,
and such other offices, either within or without the State of Delaware, at such
locations as the Board of Directors may from time to time determine or the
business of the Corporation may require.

2.       SEAL.

         2.1 Seal. The Corporation shall have a seal, which shall have inscribed
thereon its name and year of incorporation and the words, "Corporate Seal
Delaware.

3.       MEETINGS OF STOCKHOLDERS.

         3.1 Annual Meetings. The annual meeting of stockholders of the
Corporation shall be held on such date, at such time and at such place within or
without the State of Delaware as shall be determined by the Board of Directors
from time to time.

         3.2 Special Meetings. Special meetings of the stockholders of the
Corporation shall be held on such date, at such time and at such place within or
without the State of Delaware as may be designated by the Chairman of the Board
or by the Board of Directors.

         3.3 Notice of Meetings. (a) Notices of meetings of stockholders shall
be in writing and shall state the place, date, and hour of the meeting, and, in
the case of a special meeting, the purpose or purposes for which a meeting is
called. No business other than that specified in the notice thereof shall be
transacted at any special meeting.

                  (b) Such notice shall either be delivered personally or
mailed, postage prepaid, to each stockholder entitled to vote at such meeting
not less than 10 nor more than 60 days before the date of the meeting. If
mailed, the notice shall be directed to the stockholder at his or her address as
it appears on the records of the Corporation. Personal delivery of any such
notice to any officer of a corporation or association or to any member of a
partnership shall constitute delivery of such notice to such corporation,
association, or partnership.

                  (c) Notice of any meeting of stockholders need not be given to
any stockholder if waived by such stockholder in writing, whether before or
after such meeting is held, or if such stockholder shall sign the minutes or
attend the meeting, except that if such stockholder attends a meeting for the
express purpose of objecting at the beginning of the
   3
meeting to the transaction of any business because the meeting is not lawfully
called or convened, such stockholder shall not be deemed to have waived notice
of such meeting.

         3.4 Adjourned Meetings. When a meeting is adjourned to another time or
place, unless otherwise provided by these Bylaws, notice need not be given of
the adjourned meeting if the time and place thereof are announced at the meeting
at which the adjournment is taken. At the adjourned meeting the stockholders may
transact any business that might have been transacted at the original meeting.
If an adjournment is for more than 30 days, or if after an adjournment, a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder entitled to vote at the meeting.

                  3.5 Quorum and Adjournment. Except as otherwise provided by
law, by the Certificate of Incorporation of the Corporation, or by these Bylaws,
the presence, in person or by proxy, of the holders of a majority of the
aggregate voting power of the stock issued and outstanding, entitled to vote
thereat, shall constitute a quorum for the transaction of business at all
meetings of stockholders. If such majority shall not be present or represented
at any meeting of stockholders, the stockholders present, although less than a
quorum, shall have the power to adjourn the meeting.

         3.6 Vote Required. Except as otherwise provided by law or by the
Certificate of Incorporation:

                  (a) Directors shall be elected by a plurality of the votes
present in person or represented by proxy at a meeting of stockholders and
entitled to vote in the election of directors, and

                  (b) whenever any corporate action other than the election of
Directors is to be taken, it shall be authorized by a majority in voting power
of the shares present in person or by proxy at a meeting of stockholders and
entitled to vote on the subject matter.

         3.7 Manner of Voting. At each meeting of stockholders, each stockholder
having the right to vote shall be entitled to vote in person or by proxy.
Proxies need not be filed with the Secretary of the Corporation until the
meeting is called to order, but shall be filed before being voted. Each
stockholder shall be entitled to vote each share of stock having voting power
registered in his or her name on the books of the Corporation on the record date
fixed for determination of stockholders entitled to vote at such meeting.

         3.8 Stockholder Action Without a Meeting. Except as otherwise provided
by law or by the Certificate of Incorporation, any action required to be taken
at any meeting of stockholders of the corporation, or any action that may be
taken at any annual or special meeting of such stockholders, may be taken
without a meeting, without prior notice, and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a
   4
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing and who, if the action had been
taken at a meeting, would have been entitled to notice of the meeting if the
record date for such meeting had been the date that written consents signed by a
sufficient number of the holders to take the action were delivered to the
Corporation.

         3.9 Proxies. (a) At any meeting of stockholders, any stockholder may be
represented and vote by proxy or proxies appointed by a written form of proxy.
In the event that any form of proxy shall designate two or more persons to act
as proxies, a majority of such persons present at the meeting or, if only one
shall be present, then that one shall have and may exercise all of the powers
conferred by the form of proxy upon all of the persons so designated unless the
form of proxy shall otherwise provide.

                  (b) The Board of Directors may, in advance of any annual or
special meeting of the stockholders, prescribe additional regulations concerning
the manner of execution and filing of proxies and the validation of the same,
which are intended to be voted at any such meeting.

         3.10 Presiding Officer and Secretary. The Chairman of the Board shall
act as chairman of all meetings of the stockholders. In the absence of the
Chairman of the Board, the Vice Chairman of the Board or, in his or her absence,
the Chief Executive Officer or, in his or her absence, the President or, in his
or her absence, any Vice President designated by the Board of Directors shall
act as chairman of the meeting.

         The Secretary of the Corporation shall act as secretary of all meetings
of the stockholders, but, in the absence of the Secretary, the Assistant
Secretary designated in accordance with Section 5.11 (b) of these Bylaws shall
act as secretary of all meetings of the stockholders, but in the absence of a
designated Assistant Secretary, the chairman of the meeting may appoint any
person to act as secretary of the meeting.

         3.11 Procedure. At each meeting of stockholders, the chairman of the
meeting shall fix and announce the date and time of the opening and the closing
of the polls for each matter upon which the stockholders will vote at the
meeting and shall determine the order of business and all other matters of
procedure. Except to the extent inconsistent with any such rules and regulations
as adopted by the Board of Directors, the chairman of the meeting may establish
rules, which need not be in writing, to maintain order and safety and for the
conduct of the meeting. Without limiting the foregoing, he or she may:

                  (a) restrict attendance at any time to bona fide stockholders
of record and their proxies and other persons in attendance at the invitation of
the chairman;

                  (b) restrict dissemination of solicitation materials and use
of audio or visual recording devices at the meeting;

                  (c) adjourn the meeting without a vote of the stockholders,
whether or not there is a quorum present; and
   5
                  (d) make rules governing speeches and debate, including time
limits and access to microphones.

The chairman of the meeting shall be entitled to act in his or her absolute
discretion and his or her rulings shall not be subject to appeal.

4.       DIRECTORS.

         4.1 Powers. The Board of Directors shall exercise all of the powers of
the Corporation except such as are by law, or by the Certificate of
Incorporation of this Corporation or by these Bylaws conferred upon or reserved
to the stockholders of any class or classes.

         4.2 Resignations. Any Director may resign at any time by giving written
notice to the Board of Directors or the Secretary. Such resignation shall take
effect at the date of receipt of such notice or at any later time specified
therein. Acceptance of such resignation shall not be necessary to make it
effective.

         4.3 Presiding Officer and Secretary. The Chairman of the Board shall
act as chairman of all meetings of the Board of Directors. In the absence of the
Chairman of the Board, the Vice Chairman of the Board, or in his absence, the
Chief Executive Officer or other person designated by the Board of Directors
shall act as chairman of the meeting.

                  The Secretary of the Corporation shall act as secretary of all
meetings of the Board of Directors, but, in the absence of the Secretary, the
Assistant Secretary designated in accordance with Section 5.11 (b) of these
Bylaws shall act as secretary of all meetings of the Board of Directors, but in
the absence of a designated Assistant Secretary, the chairman of the meeting may
appoint any person to act as secretary of the meeting.

         4.4 Annual Meetings. The Board of Directors shall meet each year
immediately following the annual meeting of stockholders, at the place where
such meeting of stockholders has been held, or at such other place as shall be
fixed by the person presiding over the meeting of the stockholders, for the
purpose of election of officers and consideration of such other business as the
Board of Directors considers relevant to the management of the Corporation. In
the event that in any year Directors are elected by written consent in lieu of
an annual meeting of stockholders, the Board of Directors shall meet in such
year as soon as practicable after receipt of such written consent by the
Corporation at such time and place as shall be fixed by the Chairman of the
Board, for the purpose of election of officers and consideration of such other
business as the Board of Directors considers relevant to the management of the
Corporation.

         4.5 Regular Meetings. Regular meetings of the Board of Directors shall
be held on such dates and at such times and places, within or without the state
of Delaware, as shall from time to time be determined by the Board of Directors.
In the absence of any such determination, such meetings shall be held at such
times and places, within or without the
   6
State of Delaware, as shall be designated by the Chairman of the Board on not
less than twelve hours notice to each Director, given verbally or in writing,
whether personally, by telephone (including by message or recording device), by
facsimile transmission, by telegram, or by telex, or on not less than three (3)
calendar days' notice to each Director given by mail.

         4.6 Special Meetings. Special meetings of the Board of Directors shall
be held at the call of the Chairman of the Board at such times and places,
within or without the State of Delaware, as he or she shall designate, on not
less than twelve hours notice to each Director, given verbally or in writing,
whether personally, by telephone (including by message or recording device), by
facsimile transmission, by telegram, or by telex, or on not less than three (3)
calendar days' notice to each Director given by mail. Special meetings shall be
called by the Secretary on like notice at the written request of a majority of
the Directors then in office.

         4.7 Quorum and Powers of a Majority. At all meetings of the Board of
Directors and of each committee thereof, a majority of the members shall be
necessary and sufficient to constitute a quorum for the transaction of business,
and the act of a majority of the members present at any meeting at which a
quorum is present shall be the act of the Board of Directors or such committee,
unless by express provision of law, of the Certificate of Incorporation, or of
these Bylaws, a different vote is required, in which case such express provision
shall govern and control. In the absence of a quorum, a majority of the members
present at any meeting may, without notice other than announcement at the
meeting, adjourn such meeting from time to time until a quorum is present.

         4.8 Waiver of Notice. Notice of any meeting of the Board of Directors,
or any committee thereof, need not be given to any member if waived by him or
her in writing, whether before or after such meeting is held, or if he or she
shall sign the minutes or attend the meeting, except that if such Director
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, then such Director shall not be deemed to have waived notice
of such meeting.

         4.9 Manner of Acting. (a) Members of the Board of Directors, or any
committee thereof, may participate in any meeting of the Board of Directors or
such committee by means of conference telephone or similar communications
equipment by means of which all persons participating therein can hear each
other, and participation in a meeting by such means shall constitute presence in
person at such meeting.

                  (b) Any action required or permitted to be taken at any
meeting of the Board of Directors or any committee thereof may be taken without
a meeting if all members of the Board of Directors or such committee, as the
case may be, consent thereto in writing, and the writings are filed with the
minutes of proceedings of the Board of Directors or such committee.

         4.10 Compensation. (a) The Board of Directors, by a resolution or
resolutions, may fix, and from time to time change, the compensation of
Directors.
   7
                  (b) Each Director shall be entitled to reimbursement from the
Corporation for his or her reasonable expenses incurred with respect to duties
as a member of the Board of Directors or any committee thereof.

                  (c) Nothing contained in these Bylaws shall be construed to
preclude any Director from serving the Corporation in any other capacity and
from receiving compensation from the Corporation for service rendered to it in
such other capacity.

         4.11 Committees. The Board of Directors (or any committee thereof
having the power and authority to do so) may designate one or more committees,
each committee to consist of one or more Directors, which to the extent provided
in said resolution or resolutions shall have and may exercise the powers and
authority of the Board of Directors in the management of the business and
affairs of the corporation; provided, however, that no such committee shall have
the power or authority in reference to the following matters: (i) approving or
adopting, or recommending to the stockholders, any action or matter expressly
required by the General Corporation Law of Delaware (the "GCLD") to be submitted
to stockholders for approval or (ii) adopting, amending, or repealing any bylaw
of the Corporation. The Board of Directors may designate one or more directors
as alternate members of any committee, who may replace any absent or
disqualified member of the committee. In the absence or disqualification of a
member of a committee, the member or members present at any meeting of such
committee and not disqualified from voting, whether or not such member of
members constitute a quorum, may unanimously appoint another member of the board
of directors to act at the meeting in place of such absent or disqualified
director.

         4.12 Committee Procedure, Limitations of Committee Powers. (a) Except
as otherwise provided by these Bylaws, each committee shall adopt its own rules
governing the time, place and method of holding its meetings and the conduct of
its proceedings and shall meet as provided by such rules or by resolution of the
Board of Directors. Unless otherwise provided by these Bylaws or any such rules
or resolutions, notice of the time and place of each meeting of a committee
shall be given to each member of such committee as provided in Section 4.6 of
these Bylaws with respect to notices of special meetings of the Board of
Directors.

                  (b) Each committee shall keep regular minutes of its
proceedings and report the same to the Board of Directors when required.

                  (c) Any member of any committee may be removed from such
committee either with or without cause, at any time, by the Board of Directors
at any meeting thereof. Any vacancy in any committee shall be filled by the
Board of Directors in the manner prescribed by the Certificate of Incorporation
or these Bylaws for the original appointment of the members of such committee.
   8
5.       OFFICERS.

         5.1 Number. (a) The officers of the Corporation shall include a Chief
Executive Officer, a President, one or more Vice Presidents (including one or
more Executive Vice Presidents and one or more Senior Vice Presidents if deemed
appropriate by the Board of Directors), a Secretary, a Treasurer, and a
Controller. The Board of Directors shall also elect a Chairman of the Board and
may elect a Vice Chairman of the Board. The Board of Directors may also elect
such other officers as the Board of Directors may from time to time deem
appropriate or necessary. Except for the Chairman of the Board, the Vice
Chairman of the Board, and the Chief Executive Officer, none of the officers of
the Corporation needs to be a director of the Corporation. Any two or more
offices may be held by the same person to the extent permitted by the GCLD.

                  (b) The Board of Directors may delegate to the Chief Executive
Officer or President the power to appoint one or more employees of the
Corporation as divisional or departmental vice presidents and fix the duties of
such appointees. However, no such divisional or departmental vice president
shall be considered as an officer of the Corporation, the officers of the
Corporation being limited to those officers elected by the Board of Directors.

         5.2 Election of Officers, Qualification and Term. The officers of the
Corporation shall be elected from time to time by the Board of Directors and,
except as may otherwise be expressly provided in a contract of employment duly
authorized by the Board of Directors, shall hold office at the pleasure of the
Board of Directors.

         5.3 Removal. Any officer elected by the Board of Directors may be
removed, either with or without cause, by the Board of Directors at any meeting
thereof, or to the extent delegated to the Chairman of the Board or the Chief
Executive Officer, by the Chairman of the Board or the Chief Executive Officer.

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

         5.5 Salaries. The salaries of all officers of the Corporation shall be
fixed by the Board of Directors from time to time, and no officer shall be
prevented from receiving such salary by reason of the fact that he or she is
also a Director of the Corporation.

         5.6 The Chairman of the Board. The Chairman of the Board shall have the
powers and duties customarily and usually associated with the office of the
Chairman of the Board. The Chairman of the Board shall preside at meetings of
the stockholders and of the Board of Directors.

         5.7 Vice Chairman of the Board. The Vice Chairman of the Board shall
   9
have the powers and duties customarily and usually associated with the office of
the Vice Chairman of the Board.

         5.8 Chief Executive Officer. The Chief Executive Officer shall have,
subject to the supervision, direction and control of the Board of Directors, the
general powers and duties of supervision, direction and management of the
affairs and business of the Corporation usually vested in the chief executive
officer of a corporation, including, without limitation, all powers necessary to
direct and control the organizational and reporting relationships within the
Corporation. If at any time the office of the Chairman of the Board and the Vice
Chairman of the Board shall not be filled, or in the event of the temporary
absence or disability of the Chairman of the Board and the Vice Chairman of the
Board, the Chief Executive Officer shall have the powers and duties of the
Chairman of the Board.

         5.9 The President. The President shall serve as chief operating officer
and shall have such other powers and perform such other duties as may be
delegated to him or her from time to time by the Board of Directors or the Chief
Executive Officer.

         5.10 The Vice Presidents. Each Vice President shall have such powers
and perform such duties as may from time to time be assigned to him or her by
the Board of Directors, the Chief Executive Officer, or the President.

         5.11 The Secretary and the Assistant Secretary. (a) The Secretary shall
attend meetings of the Board of Directors and meetings of the stockholders and
record all votes and minutes of all such proceedings in a book kept for such
purpose. He or she shall have all such further powers and duties as generally
are incident to the position of Secretary or as may from time to time be
assigned to him or her by the Board of Directors, the Chief Executive Officer,
or the President.

                  (b) Each Assistant Secretary shall have such powers and
perform such duties as may from time to time be assigned to him or her by the
Board of Directors, the Chief Executive Officer, the President, or the
Secretary. In case of the absence or disability of the Secretary, the Assistant
Secretary designated by the Chief Executive Officer (or, in the absence of such
designation, by the Secretary) shall perform the duties and exercise the powers
of the Secretary.

         5.12 The Treasurer and the Assistant Treasurer. (a) The Treasurer shall
have custody of the Corporation's funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit or cause to be deposited moneys or other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board of Directors. The Treasurer shall also maintain
adequate records of all assets, liabilities, and transactions of the Corporation
and shall see that adequate audits thereof are currently and regularly made. The
Treasurer shall have such other powers and perform such other duties that
generally are incident to the position of Treasurer or as may from time to time
be assigned to him or her by the Board of Directors, the Chief Executive
Officer, or the President.
   10
                  (b) Each Assistant Treasurer shall have such powers and
perform such duties as may from time to time be assigned to him or her by the
Board of Directors, the Chief Executive Officer, the President, or the
Treasurer. In case of the absence or disability of the Treasurer, the Assistant
Treasurer designated by the Chief Executive Officer (or, in the absence of such
designation, by the Treasurer) shall perform the duties and exercise the powers
of the Treasurer.

         5.13 Controller. The Controller shall be responsible for maintaining
the accounting records and statements, and shall properly account for all monies
and obligations due the Corporation and all properties, assets, and liabilities
of the Corporation. The Controller shall render to the Chairman of the Board or
the President such periodic reports covering the results of operations of the
Corporation as may be required by either of them or by law.

6.       STOCK

         6.1 Certificates. Certificates for shares of stock of the Corporation
shall be issued under the seal of the Corporation, or a facsimile thereof, and
shall be numbered and shall be entered in the books of the Corporation as they
are issued. Each certificate shall bear a serial number, shall exhibit the
holder's name and the number of shares evidenced thereby, and shall be signed by
the Chairman of the Board or a Vice Chairman, if any, or the Chief Executive
Officer or the President or any Vice President, and by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer. Any or all of
the signatures on the certificate may be a facsimile. In case any officer,
transfer agent, or registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer, transfer
agent, or registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if such person or entity were such officer,
transfer agent, or registrar at the date of issue.

         6.2 Transfers. Transfers of stock of the Corporation shall be made on
the books of the Corporation only upon surrender to the Corporation of a
certificate (if any) for the shares duly endorsed or accompanied by proper
evidence of succession, assignment, or authority to transfer, provided such
succession, assignment, or transfer is not prohibited by the Certificate of
Incorporation, these Bylaws, applicable law or contract. Thereupon, the
Corporation shall issue a new certificate (if requested) to the person entitled
thereto, cancel the old certificate (if any), and record the transaction upon
its books.

         6.3 Lost, Stolen, or Destroyed Certificates. Any person claiming a
certificate of stock to be lost, stolen, or destroyed shall make an affidavit or
an affirmation of that fact, and shall give the Corporation a bond of indemnity
in satisfactory form and with one or more satisfactory sureties, whereupon a new
certificate (if requested) may be issued of the same tenor and for the same
number of shares as the one alleged to be lost, stolen, or destroyed.

         6.4 Registered Stockholders. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares as the person
   11
entitled to exercise the rights of a stockholder and shall not be bound to
recognize any equitable or other claim to or interest in any such shares on the
part of any other person, whether or not it shall have express or other notice
thereof, except as otherwise expressly provided by the GCLD.

         6.5 Additional Powers of the Board. (a) In addition to those powers set
forth in Section 4. 1, the Board of Directors shall have power and authority to
make all such rules and regulations as it shall deem expedient concerning the
issue, transfer, and registration of certificates for shares of stock of the
Corporation, including the use of uncertificated shares of stock subject to the
provisions of the GCLD.

                  (b) The Board of Directors may appoint and remove transfer
agents and registrars of transfers, and may require all stock certificates to
bear the signature of any such transfer agent and/or any such registrar of
transfers.

7.       INDEMNIFICATION

         7.1 Each person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, or investigative (hereinafter a
"proceeding"), by reason of the fact that he or she, or the person of whom he or
she is the legal representative, 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, employee, or agent of another corporation or of a
partnership, joint venture, trust, or other enterprise, including service with
respect to employee benefit plans, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the GCLD, 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 said law permitted the Corporation to provide prior
to such amendment), against all expenses, liability, and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties, and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such person
in connection therewith and such indemnification shall continue as to a person
who has ceased to be a director, officer, employee, or agent and shall inure to
the benefit of his or her heirs, executors, and administrators; provided,
however, that, except as provided in this Article 7, the Corporation shall
indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if authorized by the
Board of Directors of the Corporation. Any indemnification under this Article 7
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee, or agent is proper in the circumstances because he or she has
met the applicable standard set forth in the GCLD. Such a determination shall be
made (a) by a majority vote of the directors who are not parties to such action,
suit or proceeding, even though less than a quorum; (b) by a committee of such
directors designated by majority vote of such directors, even though less than a
quorum; (c) by independent legal counsel (compensated by the Corporation) in a
written opinion; (d) by the stockholders; or (e) in any other manner permitted
by the GCLD. In addition to the right to indemnification conferred in this
Article 7, each of the above persons shall have the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in advance of
   12
its final disposition; provided, however, that, if the GCLD requires, the
payment of such expenses incurred by a present director or officer in his or her
capacity as a director or officer of the corporation (and not in any other
capacity in which service was or is rendered by such person while a director or
officer, including, without limitation, service to an employee benefit plan) in
advance of the final disposition of a proceeding, shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of such present
director or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Article 7 or otherwise. The Corporation may, by any manner permitted by the
GCLD, provide indemnification and advancement of expenses to employees and
agents of the Corporation with the same scope and effect as the foregoing
indemnification of directors and officers. The right to indemnification and to
an advancement of expenses conferred in this Article 7 shall be a contract
right.

         7.2 If a claim under Section 7.1 of this Article 7 is not paid in FULL
by the Corporation within 30 days after a written claim has been received by the
Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim (including attorneys' fees). It shall be a defense to any
such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the standard of conduct which makes
it permissible under the GCLD for the Corporation to indemnify the claimant for
the amount claimed, but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors, a committee thereof, independent legal counsel, or its stockholders)
to have made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because he or she
has met the applicable standard of conduct set forth in the GCLD, nor an actual
determination by the Corporation (including its Board of Directors, a committee
thereof, independent legal counsel, or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct. In any suit brought by the claimant to enforce a right to
indemnification or to an advancement of expenses hereunder, or brought by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the burden of proving that the claimant is not entitled to be
indemnified, or to such advancement of expenses, under this Article 7 or
otherwise shall be on the Corporation.

         7.3 The rights to indemnification and the payment of expenses incurred
in defending a proceeding in advance of its final disposition conferred in this
Article 7, shall not be exclusive of any other right that any person may have or
hereafter acquire under any statute, provision of the certificate of
incorporation of the Corporation, this bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.


         7.4 The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee, or agent of the Corporation or
another corporation,
   13
partnership, joint venture, trust, or other enterprise against any such 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 GCLD.

         7.5 The Corporation may enter into an indemnity agreement with any
director, officer, employee, or agent of the Corporation, or of another
corporation, partnership, joint venture, trust, or other enterprise, upon terms
and conditions that the Board of Directors deems appropriate, as long as the
provisions of the agreement are not impermissible under applicable law.

         7.6 Any amendment or repeal of this Article 7 shall not be retroactive
in effect.

         7.7 In case any provision in this Article 7 shall be determined at any
time to be unenforceable in any respect, the other provisions shall not in any
way be affected or impaired thereby, and the affected provision shall be given
the fullest possible enforcement in the circumstances, it being the intention of
the Corporation to afford indemnification and advancement of expenses to the
persons indemnified hereby to the fullest extent permitted by law.

         7.8 The Corporation may, by action of the Board of Directors, authorize
one or more officers to grant rights to indemnification and advancement of
expenses to former directors and officers or to other employees or agents of the
Corporation on such terms and conditions as such officer or officers deem
appropriate under the circumstances.


8.       MISCELLANEOUS

         8.1 Place and Inspection of Books. (a) The books of the Corporation
other than such books as are required by law to be kept within the State of
Delaware shall be kept in such place or places either within or without the
State of Delaware as the Board of Directors may from time to time determine.

                  (b) At least ten days before each meeting of stockholders, the
officer in charge of the stock ledger of the Corporation shall prepare a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order and showing the address of each stockholder and the number 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 ten 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
specified, at the place where the meeting is to be held. The 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.

                  (c) The Board of Directors shall determine from time to time
   14
whether and, if allowed, when and under what conditions and regulations the
accounts and books of the Corporation (except such as may be by law specifically
open to inspection or as otherwise provided by these Bylaws) or any of them
shall be open to the inspection of the stockholders and the stockholders' rights
in respect thereof.

         8.2 Voting Shares in Other Corporations. The Chief Executive Officer,
the President, or any other officer of the Corporation designated by the Board
of Directors may vote any and all shares held by the Corporation in any other
corporation.

         8.3 Fiscal Year. The fiscal year of the Corporation shall be such
fiscal year as the Board of Directors from time to time by resolution shall
determine.

         8.4 Gender/Number. As used in these Bylaws, the masculine, feminine, or
neuter gender, and the singular or plural number, shall each include the others
whenever the context so indicates.

         8.5 Paragraph Titles. The titles of the paragraphs have been inserted
as a matter of reference only and shall not control or affect the meaning or
construction of any of the terms and provisions hereof.

         8.6 Amendment. These Bylaws may be altered, amended, or repealed by (a)
the affirmative vote of 80% or more of the aggregate number of votes that the
holders of the then outstanding shares of common stock and preferred stock are
entitled to cast on the amendment, or (b) by resolution adopted by the
affirmative vote of not less than a majority of the Directors in office, at any
annual or regular meeting of the Board of Directors or at any special meeting of
the Board of Directors if notice of the proposed alteration, amendment, or
repeal be contained in written notice of such special meeting. Notwithstanding
the foregoing, the amendment of any provision of these Bylaws that requires an
affirmative vote in excess of a majority of the Directors in office shall
require the affirmative vote of at least the number of directors the affirmative
vote of whom is required by such provision.

         8.7 Certificate of Incorporation. Notwithstanding anything to the
contrary contained herein, if any provision contained in these Bylaws is
inconsistent with or conflicts with a provision of the Certificate of
Incorporation, such provision of these Bylaws shall be superseded by the
inconsistent provision in the Certificate of Incorporation to the extent
necessary to give effect to such provision in the Certificate of Incorporation.

EX-22.1

   1
                             Atlantic Jersey Thermal
                                  Systems, Inc.

                                      22.1

                         Certificate of Incorporation of
                      Atlantic Jersey Thermal Systems, Inc.
                               Filed May 20, 1994
   2
                          CERTIFICATE OF INCORPORATION

                                       OF

                      ATLANTIC JERSEY THERMAL SYSTEMS, INC.

         1. The name of the corporation is

                           ATLANTIC JERSEY THERMAL SYSTEMS, INC.
         2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
         3. The nature of the business or purposes to be conducted or promoted
is:

                  To engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of Delaware.
         4. The total number of shares of common stock which the corporation
shall have authority to issue is Two Thousand Five Hundred (2,500); all of such
shares shall be without par value.
         5A. The name and mailing address of each incorporator is as follows:

         NAME                                    MAILING ADDRESS

                                                 Corporation Trust Center
         M. A. Brzoska                           1209 Orange Street
                                                 Wilmington, Delaware 19801

                                                 Corporation Trust Center
         K. A. Widdoes                           1209 Orange Street
                                                 Wilmington, Delaware 19801

                                                 Corporation Trust Center
         L. J. Vitalo                            1209 Orange Street
                                                  Wilmington, Delaware 19801
   3
         5B. The name and mailing address of each person, who is to serve as a
director until the first annual meeting of the stockholders or until a successor
is elected and qualified, is as follows:

         NAME                                    MAILING ADDRESS

         Scott B. Ungerer                        6801 Black Horse Pike
                                                 Pleasantville, NJ 08323

         Frank E. DiCola                         6801 Black Horse Pike
                                                 Pleasantville, NJ 08323

         James C. Weller                         6801 Black Horse Pike
                                                 Pleasantville, NJ 08323

         Nancy J. Cunningham                     6801 Black Horse Pike
                                                 Pleasantville, NJ 08323

         6. The corporation is to have perpetual existence.

         7. In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, alter or repeal
the by-laws of the corporation.

         8. Election of directors need not be by written ballot unless the
by-laws of the corporation shall so provide.

         Meetings of stockholders may be held within or without the State of
Delaware, as the bylaws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation.

         9. The corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by the statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
   4
         10. A director of die corporation shall not be personally liable to the
corporation of its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the director's
duty of loyalty to the corporation of its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived any improper
personal benefit.

         WE, THE UNDERSIGNED. being each of the incorporators hereinbefore
named, for the purpose of forming a corporation pursuant to the General
Corporation Law of the State of Delaware, do make this Certificate, hereby
declaring and certifying that this is our act and deed and the facts herein
stated are true, and accordingly have hereunto set our hands this 10th day of
May, 1994.

                                            M. A. Brzoska

                                            K. A. Widdoes

                                            L. J. Vitalo

EX-22.2

   1
                             Atlantic Jersey Thermal
                                  Systems, Inc.

                                      22.2

                                     Bylaws
   2
                                     BYLAWS
                                       OF
                      ATLANTIC JERSEY THERMAL SYSTEMS, INC.

1.       OFFICES.

         1.1 Offices. In addition to its registered office in the State of
Delaware, the Corporation shall have a corporate office in Wilmington, Delaware,
and such other offices, either within or without the State of Delaware, at such
locations as the Board of Directors may from time to time determine or the
business of the Corporation may require.

2.       SEAL.

         2.1 Seal. The Corporation shall have a seal, which shall have inscribed
thereon its name and year of incorporation and the words, "Corporate Seal
Delaware."

3.       MEETINGS OF STOCKHOLDERS.

         3.1 Annual Meetings. The annual meeting of stockholders of the
Corporation shall be held on such date, at such time and at such place within or
without the State of Delaware as shall be determined by the Board of Directors
from time to time.

         3.2 Special Meetings. Special meetings of the stockholders of the
Corporation shall be held on such date, at such time and at such place within or
without the State of Delaware as may be designated by the Chairman of the Board
or by the Board of Directors.

         3.3 Notice of Meetings. (a) Notices of meetings of stockholders shall
be in writing and shall state the place, date, and hour of the meeting, and, in
the case of a special meeting, the purpose or purposes for which a meeting is
called. No business other than that specified in the notice thereof shall be
transacted at any special meeting.

                  (b) Such notice shall either be delivered personally or
mailed, postage prepaid, to each stockholder entitled to vote at such meeting
not less than 10 nor more than 60 days before the date of the meeting. If
mailed, the notice shall be directed to the stockholder at his or her address as
it appears on the records of the Corporation. Personal delivery of any such
notice to any officer of a corporation or association or to any member of a
partnership shall constitute delivery of such notice to such corporation,
association, or partnership.

                  (c) Notice of any meeting of stockholders need not be given to
any stockholder if waived by such stockholder in writing, whether before or
after such meeting is held, or if such stockholder shall sign the minutes or
attend the meeting, except that if such stockholder attends a meeting for the
express purpose of objecting at the beginning of the
   3
meeting to the transaction of any business because the meeting is not lawfully
called or convened, such stockholder shall not be deemed to have waived notice
of such meeting.

         3.4 Adjourned Meetings. When a meeting is adjourned to another time or
place, unless otherwise provided by these Bylaws, notice need not be given of
the adjourned meeting if the time and place thereof are announced at the meeting
at which the adjournment is taken. At the adjourned meeting the stockholders may
transact any business that might have been transacted at the original meeting.
If an adjournment is for more than 30 days, or if after an adjournment, a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder entitled to vote at the meeting.

         3.5 Quorum and Adjournment. Except as otherwise provided by law, by the
Certificate of Incorporation of the Corporation, or by these Bylaws, the
presence, in person or by proxy, of the holders of a majority of the aggregate
voting power of the stock issued and outstanding, entitled to vote thereat,
shall constitute a quorum for the transaction of business at all meetings of
stockholders. If such majority shall not be present or represented at any
meeting of stockholders, the stockholders present, although less than a quorum,
shall have the power to adjourn the meeting.

         3.6 Vote Required. Except as otherwise provided by law or by the
Certificate of Incorporation:

                  (a) Directors shall be elected by a plurality of the votes
present in person or represented by proxy at a meeting of stockholders and
entitled to vote in the election of directors, and

                  (b) whenever any corporate action other than the election of
Directors is to be taken, it shall be authorized by a majority in voting power
of the shares present in person or by proxy at a meeting of stockholders and
entitled to vote on the subject matter.

         3.7 Manner of Voting. At each meeting of stockholders, each stockholder
having the right to vote shall be entitled to vote in person or by proxy.
Proxies need not be filed with the Secretary of the Corporation until the
meeting is called to order, but shall be filed before being voted. Each
stockholder shall be entitled to vote each share of stock having voting power
registered in his or her name on the books of the Corporation on the record date
fixed for determination of stockholders entitled to vote at such meeting.

         3.8 Stockholder Action Without a Meeting. Except as otherwise provided
by law or by the Certificate of Incorporation, any action required to be taken
at any meeting of stockholders of the corporation, or any action that may be
taken at any annual or special meeting of such stockholders, may be taken
without a meeting, without prior notice, and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a
   4
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing and who, if the action had been
taken at a meeting, would have been entitled to notice of the meeting if the
record date for such meeting had been the date that written consents signed by a
sufficient number of the holders to take the action were delivered to the
Corporation.

         3.9 Proxies. (a) At any meeting of stockholders, any stockholder may be
represented and vote by proxy or proxies appointed by a written form of proxy.
In the event that any form of proxy shall designate two or more persons to act
as proxies, a majority of such persons present at the meeting or, if only one
shall be present, then that one shall have and may exercise all of the powers
conferred by the form of proxy upon all of the persons so designated unless the
form of proxy shall otherwise provide.

                  (b) The Board of Directors may, in advance of any annual or
special meeting of the stockholders, prescribe additional regulations concerning
the manner of execution and filing of proxies and the validation of the same,
which are intended to be voted at any such meeting.

         3.10 Presiding Officer and Secretary. The Chairman of the Board shall
act as chairman of all meetings of the stockholders. In the absence of the
Chairman of the Board, the Vice Chairman of the Board or, in his or her absence,
the Chief Executive Officer or, in his or her absence, the President or, in his
or her absence, any Vice President designated by the Board of Directors shall
act as chairman of the meeting.

         The Secretary of the Corporation shall act as secretary of all meetings
of the stockholders, but, in the absence of the Secretary, the Assistant
Secretary designated in accordance with Section 5.11 (b) of these Bylaws shall
act as secretary of all meetings of the stockholders, but in the absence of a
designated Assistant Secretary, the chairman of the meeting may appoint any
person to act as secretary of the meeting.

         3.11 Procedure. At each meeting of stockholders, the chairman of the
meeting shall fix and announce the date and time of the opening and the closing
of the polls for each matter upon which the stockholders will vote at the
meeting and shall determine the order of business and all other matters of
procedure. Except to the extent inconsistent with any such rules and regulations
as adopted by the Board of Directors, the chairman of the meeting may establish
rules, which need not be in writing, to maintain order and safety and for the
conduct of the meeting. Without limiting the foregoing, he or she may:

                  (a) restrict attendance at any time to bonafide stockholders
of record and their proxies and other persons in attendance at the invitation of
the chairman;

                  (b) restrict dissemination of solicitation materials and use
of audio or visual recording devices at the meeting;

                  (c) adjourn the meeting without a vote of the stockholders,
whether or not there is a quorum present; and
   5
                  (d) make rules governing speeches and debate, including time
limits and access to microphones.

The chairman of the meeting shall be entitled to act in his or her absolute
discretion and his or her rulings shall not be subject to appeal.

4.       DIRECTORS.

         4.1 Powers. The Board of Directors shall exercise all of the powers of
the Corporation except such as are by law, or by the Certificate of
Incorporation of this Corporation or by these Bylaws conferred upon or reserved
to the stockholders of any class or classes.

         4.2 Resignations. Any Director may resign at any time by giving written
notice to the Board of Directors or the Secretary. Such resignation shall take
effect at the date of receipt of such notice or at any later time specified
therein. Acceptance of such resignation shall not be necessary to make it
effective.

         4.3 Presiding Officer and Secretary. The Chairman of the Board shall
act as chairman of all meetings of the Board of Directors. In the absence of the
Chairman of the Board, the Vice Chairman of the Board, or in his absence, the
Chief Executive Officer or other person designated by the Board of Directors
shall act as chairman of the meeting.

                  The Secretary of the Corporation shall act as secretary of all
meetings of the Board of Directors, but, in the absence of the Secretary, the
Assistant Secretary designated in accordance with Section 5.11 (b) of these
Bylaws shall act as secretary of all meetings of the Board of Directors, but in
the absence of a designated Assistant Secretary, the chairman of the meeting may
appoint any person to act as secretary of the meeting.

         4.4 Annual Meetings. The Board of Directors shall meet each year
immediately following the annual meeting of stockholders, at the place where
such meeting of stockholders has been held, or at such other place as shall be
fixed by the person presiding over the meeting of the stockholders, for the
purpose of election of officers and consideration of such other business as the
Board of Directors considers relevant to the management of the Corporation. In
the event that in any year Directors are elected by written consent in lieu of
an annual meeting of stockholders, the Board of Directors shall meet in such
year as soon as practicable after receipt of such written consent by the
Corporation at such time and place as shall be fixed by the Chairman of the
Board, for the purpose of election of officers and consideration of such other
business as the Board of Directors considers relevant to the management of the
Corporation.

         4.5 Regular Meetings. Regular meetings of the Board of Directors shall
be held on such dates and at such times and places, within or without the state
of Delaware, as shall from time to time be determined by the Board of Directors.
In the absence of any such determination, such meetings shall be held at such
times and places, within or without the
   6
State of Delaware, as shall be designated by the Chairman of the Board on not
less than twelve hours notice to each Director, given verbally or in writing,
whether personally, by telephone (including by message or recording device), by
facsimile transmission, by telegram, or by telex, or on not less than three (3)
calendar days' notice to each Director given by mail.

         4.6 Special Meetings. Special meetings of the Board of Directors shall
be held at the call of the Chairman of the Board at such times and places,
within or without the State of Delaware, as he or she shall designate, on not
less than twelve hours notice to each Director, given verbally or in writing,
whether personally, by telephone (including by message or recording device), by
facsimile transmission, by telegram, or by telex, or on not less than three (3)
calendar days' notice to each Director given by mail. Special meetings shall be
called by the Secretary on like notice at the written request of a majority of
the Directors then in office.

         4.7 Quorum and Powers of a Majority. At all meetings of the Board of
Directors and of each committee thereof, a majority of the members shall be
necessary and sufficient to constitute a quorum for the transaction of business,
and the act of a majority of the members present at any meeting at which a
quorum is present shall be the act of the Board of Directors or such committee,
unless by express provision of law, of the Certificate of Incorporation, or of
these Bylaws, a different vote is required, in which case such express provision
shall govern and control. In the absence of a quorum, a majority of the members
present at any meeting may, without notice other than announcement at the
meeting, adjourn such meeting from time to time until a quorum is present.

         4.8 Waiver of Notice. Notice of any meeting of the Board of Directors,
or any committee thereof, need not be given to any member if waived by him or
her in writing, whether before or after such meeting is held, or if he or she
shall sign the minutes or attend the meeting, except that if such Director
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, then such Director shall not be deemed to have waived notice
of such meeting.

         4.9 Manner of Acting. (a) Members of the Board of Directors, or any
committee thereof, may participate in any meeting of the Board of Directors or
such committee by means of conference telephone or similar communications
equipment by means of which all persons participating therein can hear each
other, and participation in a meeting by such means shall constitute presence in
person at such meeting.

                  (b) Any action required or permitted to be taken at any
meeting of the Board of Directors or any committee thereof may be taken without
a meeting if all members of the Board of Directors or such committee, as the
case may be, consent thereto in writing, and the writings are filed with the
minutes of proceedings of the Board of Directors or such committee.

         4.10 Compensation. (a) The Board of Directors, by a resolution or
resolutions, may fix, and from time to time change, the compensation of
Directors.
   7
                  (b) Each Director shall be entitled to reimbursement from the
Corporation for his or her reasonable expenses incurred with respect to duties
as a member of the Board of Directors or any committee thereof.

                  (c) Nothing contained in these Bylaws shall be construed to
preclude any Director from serving the Corporation in any other capacity and
from receiving compensation from the Corporation for service rendered to it in
such other capacity.

         4.11 Committees. The Board of Directors (or any committee thereof
having the power and authority to do so) may designate one or more committees,
each committee to consist of one or more Directors, which to the extent
provided in said resolution or resolutions shall have and may exercise the
powers and authority of the Board of Directors in the management of the business
and affairs of the corporation; provided, however, that no such committee shall
have the power or authority in reference to the following matters: (i) approving
or adopting, or recommending to the stockholders, any action or matter expressly
required by the General Corporation Law of Delaware (the "GCLD") to be submitted
to stockholders for approval or (ii) adopting, amending, or repealing any bylaw
of the Corporation. The Board of Directors may designate one or more directors
as alternate members of any committee, who may replace any absent or
disqualified member of the committee. In the absence or disqualification of a
member of a committee, the member or members present at any meeting of such
committee and not disqualified from voting, whether or not such member of
members constitute a quorum, may unanimously appoint another member of the board
of directors to act at the meeting in place of such absent or disqualified
director.

         4.12 Committee Procedure, Limitations of Committee Powers. (a) Except
as otherwise provided by these Bylaws, each committee shall adopt its own rules
governing the time, place and method of holding its meetings and the conduct of
its proceedings and shall meet as provided by such rules or by resolution of the
Board of Directors. Unless otherwise provided by these Bylaws or any such rules
or resolutions, notice of the time and place of each meeting of a committee
shall be given to each member of such committee as provided in Section 4.6 of
these Bylaws with respect to notices of special meetings of the Board of
Directors.

                  (b) Each committee shall keep regular minutes of its
proceedings and report the same to the Board of Directors when required.

                  (c) Any member of any committee may be removed from such
committee either with or without cause, at any time, by the Board of Directors
at any meeting thereof. Any vacancy in any committee shall be filled by the
Board of Directors in the manner prescribed by the Certificate of Incorporation
or these Bylaws for the original appointment of the members of such committee.
   8
5.       OFFICERS.

         5.1 Number. (a) The officers of the Corporation shall include a Chief
Executive Officer, a President, one or more Vice Presidents (including one or
more Executive Vice Presidents and one or more Senior Vice Presidents if deemed
appropriate by the Board of Directors), a Secretary, a Treasurer, and a
Controller. The Board of Directors shall also elect a Chairman of the Board and
may elect a Vice Chairman of the Board. The Board of Directors may also elect
such other officers as the Board of Directors may from time to time deem
appropriate or necessary. Except for the Chairman of the Board, the Vice
Chairman of the Board, and the Chief Executive Officer, none of the officers of
the Corporation needs to be a director of the Corporation. Any two or more
offices may be held by the same person to the extent permitted by the GCLD.

                  (b) The Board of Directors may delegate to the Chief Executive
Officer or President the power to appoint one or more employees of the
Corporation as divisional or departmental vice presidents and fix the duties of
such appointees. However, no such divisional or departmental vice president
shall be considered as an officer of the Corporation, the officers of the
Corporation being limited to those officers elected by the Board of Directors.

         5.2 Election of Officers, Qualification and Term. The officers of the
Corporation shall be elected from time to time by the Board of Directors and,
except as may otherwise be expressly provided in a contract of employment duly
authorized by the Board of Directors, shall hold office at the pleasure of the
Board of Directors.

         5.3 Removal. Any officer elected by the Board of Directors may be
removed, either with or without cause, by the Board of Directors at any meeting
thereof, or to the extent delegated to the Chairman of the Board or the Chief
Executive Officer, by the Chairman of the Board or the Chief Executive Officer.

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

         5.5 Salaries. The salaries of all officers of the Corporation shall be
fixed by the Board of Directors from time to time, and no officer shall be
prevented from receiving such salary by reason of the fact that he or she is
also a Director of the Corporation.

         5.6 The Chairman of the Board. The Chairman of the Board shall have the
powers and duties customarily and usually associated with the office of the
Chairman of the Board. The Chairman of the Board shall preside at meetings of
the stockholders and of the Board of Directors.

         5.7 Vice Chairman of the Board. The Vice Chairman of the Board shall
   9
have the powers and duties customarily and usually associated with the office of
the Vice Chairman of the Board.

         5.8 Chief Executive Officer. The Chief Executive Officer shall have,
subject to the supervision, direction and control of the Board of Directors, the
general powers and duties of supervision, direction and management of the
affairs and business of the Corporation usually vested in the chief executive
officer of a corporation, including, without limitation, all powers necessary to
direct and control the organizational and reporting relationships within the
Corporation. If at any time the office of the Chairman of the Board and the Vice
Chairman of the Board shall not be filled, or in the event of the temporary
absence or disability of the Chairman of the Board and the Vice Chairman of the
Board, the Chief Executive Officer shall have the powers and duties of the
Chairman of the Board.

         5.9 The President. The President shall serve as chief operating officer
and shall have such other powers and perform such other duties as may be
delegated to him or her from time to time by the Board of Directors or the Chief
Executive Officer.

         5.10 The Vice Presidents. Each Vice President shall have such powers
and perform such duties as may from time to time be assigned to him or her by
the Board of Directors, the Chief Executive Officer, or the President.

         5.11 The Secretary and the Assistant Secretary. (a) The Secretary shall
attend meetings of the Board of Directors and meetings of the stockholders and
record all votes and minutes of all such proceedings in a book kept for such
purpose. He or she shall have all such further powers and duties as generally
are incident to the position of Secretary or as may from time to time be
assigned to him or her by the Board of Directors, the Chief Executive Officer,
or the President.

                  (b) Each Assistant Secretary shall have such powers and
perform such duties as may from time to time be assigned to him or her by the
Board of Directors, the Chief Executive Officer, the President, or the
Secretary. In case of the absence or disability of the Secretary, the Assistant
Secretary designated by the Chief Executive Officer (or, in the absence of such
designation, by the Secretary) shall perform the duties and exercise the powers
of the Secretary.

         5.12 The Treasurer and the Assistant Treasurer. (a) The Treasurer shall
have custody of the Corporation's funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit or cause to be deposited moneys or other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board of Directors. The Treasurer shall also maintain
adequate records of all assets, liabilities, and transactions of the Corporation
and shall see that adequate audits thereof are currently and regularly made. The
Treasurer shall have such other powers and perform such other duties that
generally are incident to the position of Treasurer or as may from time to time
be assigned to him or her by the Board of Directors, the Chief Executive
Officer, or the President.
   10
                  (b) Each Assistant Treasurer shall have such powers and
perform such duties as may from time to time be assigned to him or her by the
Board of Directors, the Chief Executive Officer, the President, or the
Treasurer. In case of the absence or disability of the Treasurer, the Assistant
Treasurer designated by the Chief Executive Officer (or, in the absence of such
designation, by the Treasurer) shall perform the duties and exercise the powers
of the Treasurer.

         5.13 Controller. The Controller shall be responsible for maintaining
the accounting records and statements, and shall properly account for all monies
and obligations due the Corporation and all properties, assets, and liabilities
of the Corporation. The Controller shall render to the Chairman of the Board or
the President such periodic reports covering the results of operations of the
Corporation as may be required by either of them or by law.

6.       STOCK

         6.1 Certificates. Certificates for shares of stock of the Corporation
shall be issued under the seal of the Corporation, or a facsimile thereof, and
shall be numbered and shall be entered in the books of the Corporation as they
are issued. Each certificate shall bear a serial number, shall exhibit the
holder's name and the number of shares evidenced thereby, and shall be signed by
the Chairman of the Board or a Vice Chairman, if any, or the Chief Executive
Officer or the President or any Vice President, and by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer. Any or all of
the signatures on the certificate may be a facsimile. In case any officer,
transfer agent, or registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer, transfer
agent, or registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if such person or entity were such officer,
transfer agent, or registrar at the date of issue.

         6.2 Transfers. Transfers of stock of the Corporation shall be made on
the books of the Corporation only upon surrender to the Corporation of a
certificate (if any) for the shares duly endorsed or accompanied by proper
evidence of succession, assignment, or authority to transfer, provided such
succession, assignment, or transfer is not prohibited by the Certificate of
Incorporation, these Bylaws, applicable law or contract. Thereupon, the
Corporation shall issue a new certificate (if requested) to the person entitled
thereto, cancel the old certificate (if any), and record the transaction upon
its books.

         6.3 Lost, Stolen, or Destroyed Certificates. Any person claiming a
certificate of stock to be lost, stolen, or destroyed shall make an affidavit or
an affirmation of that fact, and shall give the Corporation a bond of indemnity
in satisfactory form and with one or more satisfactory sureties, whereupon a new
certificate (if requested) may be issued of the same tenor and for the same
number of shares as the one alleged to be lost, stolen, or destroyed.

         6.4 Registered Stockholders. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares as the person
   11
entitled to exercise the rights of a stockholder and shall not be bound to
recognize any equitable or other claim to or interest in any such shares on the
part of any other person, whether or not it shall have express or other notice
thereof, except as otherwise expressly provided by the GCLD.

         6.5 Additional Powers of the Board. (a) In addition to those powers set
forth in Section 4. 1, the Board of Directors shall have power and authority to
make all such rules and regulations as it shall deem expedient concerning the
issue, transfer, and registration of certificates for shares of stock of the
Corporation, including the use of uncertificated shares of stock subject to the
provisions of the GCLD.

                  (b) The Board of Directors may appoint and remove transfer
agents and registrars of transfers, and may require all stock certificates to
bear the signature of any such transfer agent and/or any such registrar of
transfers.

7.       INDEMNIFICATION

         7.1 Each person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, or investigative (hereinafter a
"proceeding"), by reason of the fact that he or she, or the person of whom he or
she is the legal representative, 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, employee, or agent of another corporation or of a
partnership, joint venture, trust, or other enterprise, including service with
respect to employee benefit plans, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the GCLD, 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 said law permitted the Corporation to provide prior
to such amendment), against all expenses, liability, and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties, and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such person
in connection therewith and such indemnification shall continue as to a person
who has ceased to be a director, officer, employee, or agent and shall inure to
the benefit of his or her heirs, executors, and administrators; provided,
however, that, except as provided in this Article 7, the Corporation shall
indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if authorized by the
Board of Directors of the Corporation. Any indemnification under this Article 7
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee, or agent is proper in the circumstances because he or she has
met the applicable standard set forth in the GCLD. Such a determination shall be
made (a) by a majority vote of the directors who are not parties to such action,
suit or proceeding, even though less than a quorum; (b) by a committee of such
directors designated by majority vote of such directors, even though less than a
quorum; (c) by independent legal counsel (compensated by the Corporation) in a
written opinion; (d) by the stockholders; or (e) in any other manner permitted
by the GCLD. In addition to the right to indemnification conferred in this
Article 7, each of the above persons shall have the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in advance of
   12
its final disposition; provided, however, that, if the GCLD requires, the
payment of such expenses incurred by a present director or officer in his or her
capacity as a director or officer of the corporation (and not in any other
capacity in which service was or is rendered by such person while a director or
officer, including, without limitation, service to an employee benefit plan) in
advance of the final disposition of a proceeding, shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of such present
director or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Article 7 or otherwise. The Corporation may, by any manner permitted by the
GCLD, provide indemnification and advancement of expenses to employees and
agents of the Corporation with the same scope and effect as the foregoing
indemnification of directors and officers. The right to indemnification and to
an advancement of expenses conferred in this Article 7 shall be a contract
right.

         7.2 If a claim under Section 7.1 of this Article 7 is not paid in full
by the Corporation within 30 days after a written claim has been received by the
Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim (including attorneys' fees). It shall be a defense to any
such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the standard of conduct which makes
it permissible under the GCLD for the Corporation to indemnify the claimant for
the amount claimed, but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors, a committee thereof, independent legal counsel, or its stockholders)
to have made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because he or she
has met the applicable standard of conduct set forth in the GCLD, nor an actual
determination by the Corporation (including its Board of Directors, a committee
thereof, independent legal counsel, or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct. In any suit brought by the claimant to enforce a right to
indemnification or to an advancement of expenses hereunder, or brought by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the burden of proving that the claimant is not entitled to be
indemnified, or to such advancement of expenses, under this Article 7 or
otherwise shall be on the Corporation.

         7.3 The rights to indemnification and the payment of expenses incurred
in defending a proceeding in advance of its final disposition conferred in this
Article 7, shall not be exclusive of any other right that any person may have or
hereafter acquire under any statute, provision of the certificate of
incorporation of the Corporation, this bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.


         7.4 The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee, or agent of the Corporation or
another corporation,
   13
partnership, joint venture, trust, or other enterprise against any such 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 GCLD.

         7.5 The Corporation may enter into an indemnity agreement with any
director, officer, employee, or agent of the Corporation, or of another
corporation, partnership, joint venture, trust, or other enterprise, upon terms
and conditions that the Board of Directors deems appropriate, as long as the
provisions of the agreement are not impermissible under applicable law.

         7.6 Any amendment or repeal of this Article 7 shall not be retroactive
in effect.

         7.7 In case any provision in this Article 7 shall be determined at
any time to be unenforceable in any respect, the other provisions shall not in
any way be affected or impaired thereby, and the affected provision shall be
given the fullest possible enforcement in the circumstances, it being the
intention of the Corporation to afford indemnification and advancement of
expenses to the persons indemnified hereby to the fullest extent permitted by
law.

         7.8 The Corporation may, by action of the Board of Directors, authorize
one or more officers to grant rights to indemnification and advancement of
expenses to former directors and officers or to other employees or agents of the
Corporation on such terms and conditions as such officer or officers deem
appropriate under the circumstances.


8.       MISCELLANEOUS

         8.1 Place and Inspection of Books. (a) The books of the Corporation
other than such books as are required by law to be kept within the State of
Delaware shall be kept in such place or places either within or without the
State of Delaware as the Board of Directors may from time to time determine.

                  (b) At least ten days before each meeting of stockholders, the
officer in charge of the stock ledger of the Corporation shall prepare a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order and showing the address of each stockholder and the number 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 ten 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
specified, at the place where the meeting is to be held. The 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.

                  (c) The Board of Directors shall determine from time to time
   14
whether and, if allowed, when and under what conditions and regulations the
accounts and books of the Corporation (except such as may be by law specifically
open to inspection or as otherwise provided by these Bylaws) or any of them
shall be open to the inspection of the stockholders and the stockholders' rights
in respect thereof.

         8.2 Voting Shares in Other Corporations. The Chief Executive Officer,
the President, or any other officer of the Corporation designated by the Board
of Directors may vote any and all shares held by the Corporation in any other
corporation.

         8.3 Fiscal Year. The fiscal year of the Corporation shall be such
fiscal year as the Board of Directors from time to time by resolution shall
determine.

         8.4 Gender/Number. As used in these Bylaws, the masculine, feminine, or
neuter gender, and the singular or plural number, shall each include the others
whenever the context so indicates.

         8.5 Paragraph Titles. The titles of the paragraphs have been inserted
as a matter of reference only and shall not control or affect the meaning or
construction of any of the terms and provisions hereof.

         8.6 Amendment. These Bylaws may be altered, amended, or repealed by (a)
the affirmative vote of 80% or more of the aggregate number of votes that the
holders of the then outstanding shares of common stock and preferred stock are
entitled to cast on the amendment, or (b) by resolution adopted by the
affirmative vote of not less than a majority of the Directors in office, at any
annual or regular meeting of the Board of Directors or at any special meeting of
the Board of Directors if notice of the proposed alteration, amendment, or
repeal be contained in written notice of such special meeting. Notwithstanding
the foregoing, the amendment of any provision of these Bylaws that requires an
affirmative vote in excess of a majority of the Directors in office shall
require the affirmative vote of at least the number of directors the affirmative
vote of whom is required by such provision.

         8.7 Certificate of Incorporation. Notwithstanding anything to the
contrary contained herein, if any provision contained in these Bylaws is
inconsistent with or conflicts with a provision of the Certificate of
Incorporation, such provision of these Bylaws shall be superseded by the
inconsistent provision in the Certificate of Incorporation to the extent
necessary to give effect to such provision in the Certificate of Incorporation.

EX-23.1

   1
                           Atlantic-Pacific Glendale,
                                     L.L.C.

                                      23.1

                        Certificate of Limited Liability
                                     Company
                              Filed August 22, 1997
   2
                            CERTIFICATE OF FORMATION

                                       OF

                        ATLANTIC-PACIFIC GLENDALE, L.L.C.


         1. The name of the limited liability company is Atlantic-Pacific
Glendale, L.L.C.

         2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.


         IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Formation of Atlantic-Pacific Glendale, L.L.C. this 22nd day of August, 1997.


                                         --------------------------------------
                                         Stephen J. Skuris,  Authorized Person

EX-23.2

   1
                           Atlantic-Pacific Glendale,
                                     L.L.C.

                                      23.2

                               Operating Agreement





                        CONFIDENTIAL TREATMENT REQUESTED

EX-24.1

   1
                           Atlantic-Pacific Las Vegas,
                                     L.L.C.

                                      24.1

                        Certificate of Limited Liability
                                     Company
                             Filed October 29, 1997
   2
                            CERTIFICATE OF FORMATION

                                       OF

                        ATLANTIC-PACIFIC VENETIAN, L.L.C.


         1. The name of the limited liability company is Atlantic-Pacific
Venetian, L.L.C.

         2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.



         IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Formation of Atlantic- Pacific Venetian, L.L.C. this 29th day of October, 1997.



                                               --------------------------------
                                               Stephen J. Skuris

EX-24.2

   1
                           Atlantic-Pacific Las Vegas,
                                     L.L.C.

                                      24.2

                            Certificate of Amendment
                             Filed November 5, 1997
   2
                            CERTIFICATE OF AMENDMENT
                                       OF
                        ATLANTIC-PACIFIC VENETIAN, L.L.C.

            1. The name of the limited liability company is Atlantic Pacific
Venetian, L.L.C.

            2. The Certificate of Formation of the limited liability company is
hereby amended as follows: "The name of the limited liability company is
Atlantic-Pacific Las Vegas, L.L.C."

            IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment as of this 5th day of November 1997.


                                            ----------------------------------
                                            Stephen J. Skuris, Authorized Person

EX-24.3

   1
                         Atlantic-Pacific Las Vegas,
                                   L.L.C.

                                    24.3

                             Operating Agreement





                      CONFIDENTIAL TREATMENT REQUESTED

EX-25.1

   1
                          Atlantic Generation, Inc.

                                    25.1

                    Certificate of Incorporation Atlantic
                              Generation, Inc.
                            Filed October 9,1986
   2
                        CERTIFICATE OF INCORPORATION

                                     OF
                          ATLANTIC GENERATION, INC.

         The undersigned, in order to form a corporation for the purpose
hereinafter stated, under and pursuant to the provisions of the New Jersey
Business Corporation Act, hereby certifies that:

         I. The name of the corporation is ATLANTIC GENERATION, INC.

         II. The purpose for which this corporation is organized is to engage in
any activity for which corporations may be organized under the New Jersey
Business Corporation Act, as same may from time to time be amended or
supplemented.

         III. The total number of shares of stock that the Corporation is
authorized to issue is two thousand five hundred (2,500) shares of Common Stock,
with no par value.

         IV. The initial registered office of the Corporation shall be located
at 1199 Black Horse Pike, Pleasantville, New Jersey 08232, and the name of the
initial registered agent of the Corporation at such location is F. D. Huggard.

         V. There shall be five (5) Directors constituting the first Board of
Directors. The name and address of each person who is to serve as an initial
Director of the Corporation is as follows:

            Name                          Address
            ----                          -------

            E. D. Huggard                 1199 Black Horse Pike
                                          Pleasantville, New Jersey 08232

            J. L. Jacobs                  1199 Black Horse Pike
                                          Pleasantville, New Jersey 08232

            M. A. Jarrett                 1199 Black Horse Pike
                                          Pleasantville, New Jersey 08232

            J. G. Salomone                1199 Black Horse Pike
                                          Pleasantville, New Jersey 08232

            B. A. Parent                  1199 Black Horse Pike
                                          Pleasantville, New Jersey 08232
   3
         The above-named persons shall serve on the Board of Directors of the
Corporation until the first annual meeting of the shareholders of the
Corporation and until their successors are duly elected and qualified.

         VI. The name and address of the incorporator is Atlantic City Electric
Company, 1199 Black Horse Pike, Pleasantville, New Jersey 08232.

         IN WITNESS WHEREOF, the undersigned, the incorporator of the
above-named corporation, has duly executed this Certificate of Incorporation on
October 6, 1986.

ATTEST                                 ATLANTIC CITY ELECTRIC COMPANY



______________________________         BY_______________________________________
Sabrina M. Dodd, Secretary                E. D. Huggard
                                          President and Chief Executive Officer
   4
                         CONSENT TO USE SIMILAR NAME

      ATLANTIC GENERATION, INC., having simultaneously executed and filed an
amendment to its Certificate of Incorporation, changing its corporate name to
600 FORE ROAD INVESTORS, INC., hereby consents to the adoption of a similar
name; to wit, ATLANTIC GENERATION, INC. by another corporation.

      By this consent, ATLANTIC GENERATION, INC. waives any and all
objection to the use of the similar name, ATLANTIC GENERATION, INC. by
another corporation.

ATTEST                              ATLANTIC GENERATION, INC.

_____________________________       BY_____________________________________
Paula M. James, Secretary             James E. Franklin, II, President

STATE OF NEW JERSEY
                               SS.
COUNTY OF ATLANTIC

      On October 6, 1986, before me, the subscriber, personally appeared PAULA
M. JAMES who being by me duly sworn according to law on her oath saith that she
is Secretary of the above-named corporation that the seal affixed is the
corporate seal of the said corporation; that JAMES E. FRANKLIN, II is the
President of the said corporation, that this deponent saw the said President
sian this instrument as the act and deed of said corporation, he being thereunto
duly authorized; that the deponent signed her name to this instrument as an
attesting witness, and that the facts stated in said instrument are true.


                                          __________________________________
                                          Paula M. James, Secretary

Sworn and subscribed to before
me the day and year aforesaid.

_________________________________
Diane D. Watson
Notary Public of New Jersey

EX-25.2

   1
                            Atlantic Generation, Inc.

                                      25.2

                                     Bylaws
   2
                            ATLANTIC GENERATION, INC.

                                     BY-LAWS

                           (As amended March 30, 1989)

                                    ARTICLE I

                             MEETING OF SHAREHOLDERS

      SECTION 1. Annual Meetings. The annual meeting of the shareholders to
elect a Board of Directors and to transact such other business as may properly
come before the meeting shall be held at such place, within or without the State
of New Jersey, as may be fixed by the Board of Directors and stated in the
notice of meeting, on the Thursday following the fourth Wednesday in April in
each year, at 11:00 a.m. or at such other hour or on such other day stated in
the notice of meeting as the directors shall determine. (As amended March 30,
1989)

      SECTION 2. Special Meetings. Special meetings of the shareholders of the
Corporation shall be held at such place, within or without the State of New
Jersey, as may be fixed by the Board of Directors and stated in the notice of
meeting, and shall be called by the Chairman of the Board, the President or
Secretary upon direction of the Board of Directors.

      SECTION 3. Notice. The Secretary or officer performing his duties shall
give notice of every shareholders' meeting to each shareholder of record on the
books of the Corporation entitled to vote at such meeting, by mailing written
notice to such shareholders' address appearing on the stock books of the
Corporation at least ten and not more than sixty days before the date of such
meeting.

      SECTION 4. Officer to Preside. Meetings of the shareholders shall be
presided over by the Chairman of the Board, or in his absence, by the President,
or if neither of these officers is present, by a Chairman to be elected at the
meeting. The Secretary of the Corporation shall act as Secretary of such
meetings, when present; otherwise a secretary shall be chosen at the meeting.

      SECTION 5. Inspectors. As soon as may be practicable after their election
in each year, the Board of Directors may appoint two inspectors of shareholders'
votes and elections, to serve until the final adjournment of the next annual
shareholders' meeting. If they fail to make such appointment, or if their
appointees or either of them fails to appear at any meeting of shareholders, the
Chairman or other person presiding at the meeting may appoint inspectors or an
inspector to serve with the one appearing for that meeting.
   3
                                   ARTICLE II

                                    DIRECTORS

      SECTION 1. Number of Directors. The Board of Directors shall consist of
such number of directors, not less than three nor more than twelve, as shall be
fixed from time to time by the Board of Directors.

     SECTION 2. Vacancies. Vacancies on the Board of Directors, including
vacancies cause by reason of an increase in the number of directors, may be
filled until the next shareholders' election only by a vote of a majority of all
the directors in office. However, if only two directors remain and are able to
meet at a meeting duly called for the purpose, then by the action of those two
at such a meeting, or if only one director remains, by the act of that director,
additional duly qualified directors shall be elected so that there are at least
three directors holding office until the next annual meeting of shareholders and
until their successors shall be duly elected and shall qualify.

      SECTION 3. Quorum. A majority of directors holding office at the time of
any meeting shall constitute a quorum.

      SECTION 4. Chairman and Committees. The Board of Directors shall elect a
Chairman of the Board from among their own number and the Board may also elect
an Assistant Chairman of the Board from among their own number. Meetings of the
Board shall be presided over by the Chairman of the Board, or if he be absent,
by the Assistant Chairman, if there be one, or if the Chairman and Assistant
Chairman, if there be one, are absent, by the President, or if none of these
persons are present, by a Chairman to be elected at the meeting. The person
serving as Chairman of the meeting shall determine the agenda and decide all
rules of order and practice at all meetings over which he presides. The
Chairman, and the Assistant Chairman, if there be one, may be replaced at any
time by a vote of a majority of all the directors in office. The Board of
Directors, by a majority vote, may appoint from time to time from among their
own number an executive committee and such other committees having such powers
as shall be designated in the respective resolutions applicable thereto.

      SECTION 5. Meetings. Meetings of the Board of Directors shall be held upon
the order of the Board, the Chairman of the Board, the Assistant Chairman of the
Board, if there be one, the President, or two directors. The Secretary or
officer performing his duties shall give reasonable notice of all meetings to
each director, but no notice need be given of the meeting, immediately after the
annual meeting of shareholders, at the same place, or of any other regular
meetings held at times fixed by resolution of the Board. Meetings of the Board
of Directors may be held within or without the State of New Jersey.
   4
                                   ARTICLE III

                                    OFFICERS

      The Board of Directors shall elect, as officers of the Corporation, a
President, who shall at the time of such election be a director of the
Corporation, a Secretary, and a Treasurer, and may elect one or more Vice
Presidents and such other officers as may be deemed useful. The chief executive
officer of the Corporation shall be the officer designated from time to time by
the Board as the chief executive officer. Any two or more offices may be filled
by the same person. All officers shall be chosen by the Board of Directors and
any officer may be removed from office at any time by a vote of majority of all
the directors in office. The several officers of the Corporation shall exercise
the usual powers and duties pertaining to their respective offices, subject to
such limitations as may be adopted by resolutions of the Board, and shall
exercise such other powers and duties as the Board of Directors may from time to
time determine.

                                   ARTICLE IV

                            RECORD DATE FOR PAYMENTS

      The Board of Directors of the Corporation shall have power by resolution
to close the stock transfer books of the Corporation for a period not exceeding
fifty days preceding the date of any meeting of shareholders or the date for
payment of any dividend, or the date for the allotment of rights, or the date
when any change or conversion or exchange of capital stock shall go into effect,
provided, however, in lieu of closing the stock transfer books as aforesaid, the
Board of Directors of the Corporation may by resolution fix in advance a date
not exceeding fifty days preceding the date of any meeting of shareholders or
the date for the payment of any dividend, or the date for the allotment of
rights, or the date when any change or conversion or exchange of capital stock
shall go into effect, as a record date for the determination of the shareholders
entitled to notice of and to vote at any such meeting or entitled to receive
payment of any such dividend, or any such allotment of rights, or to exercise
rights in respect of such change, conversion or exchange of capital stock, and
in such case only shareholders of record on the date so fixed shall be entitled
to such notice of, and to vote at, such meeting, or to receive payment of such
dividend, or allotment of rights, or exercise of such rights, as the case may
be, and notwithstanding any transfer of any stock on the books of the
Corporation after any such record date fixed as aforesaid.
   5
                                    ARTICLE V

                               STOCK CERTIFICATES

      The Board of Directors of the Corporation may authorize the issuance of
duplicate stock certificates to replace stock certificates lost, stolen or
destroyed, upon such terms and conditions as it may by resolution prescribe.

                                   ARTICLE VI

                                 INDEMNIFICATION

      The Corporation shall indemnify its directors, officers and employees and
may indemnify each other "corporate agent", as defined in R.S. 14A:3-5(l)(a) of
the New Jersey Business Corporation Act, and each other person whom the
Corporation may indemnify under the indemnification provisions of the New Jersey
Business Corporation Act, as in effect on January 1, 1986 or as thereafter
amended, to the full extent permissible under and consistent with such
provisions. The right of indemnification provided in these By-Laws shall not be
deemed exclusive of any other right to which said directors, officers or other
persons may be entitled apart from these By-Laws.

                                   ARTICLE VII

                                    AMENDMENT

      These By-Laws may be amended or added to at any meeting of the Board of
Directors by an affirmative vote of a majority of all the directors, if notice
of the proposed change has been sent to all the directors ten days before the
meeting, or if all the directors are present, or if those not present assent in
writing to such a change.
   6
            B.A. Parent stated that the supplemental notice of the meeting,
dated March 30, 1989, indicated that an amendment of the By-Laws for the
establishment of a regular date and time for the annual meeting would be
considered at the meeting. B. A. Parent indicated that pursuant to the procedure
specified in Article VII of the By-Laws, Article 1, Section 1 may be amended if
all Directors are present. Following discussion, on motion made and seconded, it
was unanimously

                  RESOLVED that Article I, Section 1 of the By-Laws is amended,
            effective March 30, 1989 to read as follows:

                  SECTION 1. Annual Meetings. The annual meeting of the
            shareholders to elect a Board of Directors and to transact such
            other business as may properly come before the meeting shall be held
            at such place, within or without the State of New Jersey, as may be
            fixed by the Board of Directors and stated in the notice of meeting,
            on the Thursday following the fourth Wednesday in April in each
            year, at 11:00 a.m. or at such other hour or on such other day
            stated in the notice of meeting as the directors shall determine.
            (As amended March 30, 1989)

EX-26.1

   1
                            Binghamton General, Inc.

                                      26.1

                         Certificate of Incorporation of

                            Binghamton General, Inc.

                                Filed May 3, 1990
   2
                          CERTIFICATE OF INCORPORATION.

                                       OF

                            BINGHAMTON GENERAL, INC.


                  1. The name of the corporation is

                            BINGHAMTON GENERAL, INC.

                  2. The address of its registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of its registered agent at such
address is The Corporation Trust Company.

                  3. The nature of the business or purposes to be conducted or
promoted is:

                     To engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of Delaware.

                  4. The total number of common shares of stock which the
corporation shall have authority to issue is Two Thousand Five Hundred (2,500);
all of such shares shall be without par value.

                  5A. The name and mailing address of each incorporator is as
follows:



                  NAME                     MAILING ADDRESS
                  ----                     ---------------
                                        
           D. A. Hampton                   Corporation Trust Center
                                           1209 Orange Street
                                           Wilmington, Delaware 19801

           M. A. Brzoska                   Corporation Trust Center
                                           1209 Orange Street
                                           Wilmington, Delaware 19801

           L. J. Vitalo                    Corporation Trust Center

   3
                                        
                                           1209 Orange Street
                                           Wilmington, Delaware 19801



                  5B. The name and mailing address of each person, who is to
serve as a director until the first annual meeting of the stockholders or until
a successor is elected and qualified, is as follows:



                  NAME                     MAILING ADDRESS
                  ----                     ---------------
                                        
           John R. Lilly                   1199 Black Horse Pike
                                           Egg Harbor Township, NJ 08215

           Brian A. Parent                 1199 Black  Horse Pike
                                           Egg Harbor Township, NJ 08215

           Joseph G. Salomone              1199 Black  Horse Pike
                                           Egg Harbor  Township, NJ 08215


                  6. The corporation is to have perpetual existence.

                  7. In furtherance and not in limitation of the powers
conferred by statute, the board of directors is expressly authorized:

                  To make, alter or repeal the by-laws of the corporation.

                  8. Elections of directors need not be by written ballot unless
the by-laws of the corporation shall so provide.

                  Meetings of stockholders may be held within or without the
State of Delaware, as the by-laws may provide. The books of the corporation may
be kept (subject to any provision contained in the statutes) outside the State
of Delaware at such place or places as may be designated from time to time by
the board of directors or in the by-laws of the corporation.

                  9. The corporation reserves the right to amend, alter, change
or repeal any provision contained in this certificate of incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
   4
                  10. A director of the corporation shall not be personally
liable to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived any
improper personal benefit.

                  11. This certificate of incorporation shall be effective on
May 7, 1990.



                  WE, THE UNDERSIGNED, being each of the incorporators
hereinbefore named, for the purpose of forming a corporation pursuant to the
General Corporation Law of the State of Delaware, do make this certificate,
hereby declaring and certifying that this is our act and deed and the facts
herein stated are true, and accordingly have hereunto set our hands this lst day
of May, 1990.

                                                         D. A. Hampton
                                                    -----------------------
                                                         D. A. Hampton

                                                         M. A. Brzoska
                                                    -----------------------
                                                         M. A. Brzoska

                                                         L. J. Vitalo
                                                    -----------------------
                                                         L. J. Vitalo

EX-26.2

   1
                            Binghamton General, Inc.

                                      26.2

                                     Bylaws
   2
                                     BYLAWS

                                       OF

                            BINGHAMTON GENERAL, INC.

1.                OFFICES.

                  1.1 Offices. In addition to its registered office in the State
of Delaware, the Corporation shall have a corporate office in Wilmington,
Delaware, and such other offices, either within or without the State of
Delaware, at such locations as the Board of Directors may from time to time
determine or the business of the Corporation may require.

2.                SEAL.

                  2.1 Seal. The Corporation shall have a seal, which shall have
inscribed thereon its name and year of incorporation and the words, "Corporate
Seal Delaware."

3.                MEETINGS OF STOCKHOLDERS.

                  3.1 Annual Meetings. The annual meeting of stockholders of the
Corporation shall be held on such date, at such time and at such place within or
without the State of Delaware as shall be determined by the Board of Directors
from time to time.

                  3.2 Special Meetings. Special meetings of the stockholders of
the Corporation shall be held on such date, at such time and at such place
within or without the State of Delaware as may be designated by the Chairman of
the Board or by the Board of Directors.

                  3.3 Notice of Meetings. (a) Notices of meetings of
stockholders shall be in writing and shall state the place, date, and hour of
the meeting, and, in the case of a special meeting, the purpose or purposes for
which a meeting is called. No business other than that specified in the notice
thereof shall be transacted at any special meeting.

                      (b) Such notice shall either be delivered personally or
mailed, postage prepaid, to each stockholder entitled to vote at such meeting
not less than 10 nor more than 60 days before the date of the meeting. If
mailed, the notice shall be directed to the stockholder at his or her address as
it appears on the records of the Corporation. Personal delivery of any such
notice to any officer of a corporation or association or to any member of a
partnership shall constitute delivery of such notice to such corporation,
association, or partnership.

                      (c) Notice of any meeting of stockholders need not be
given to any stockholder if waived by such stockholder in writing, whether
before or after such meeting is held, or if such stockholder shall sign the
minutes or attend the meeting, except that if such stockholder attends a meeting
for the express purpose of objecting at the beginning of the
   3
meeting to the transaction of any business because the meeting is not lawfully
called or convened, such stockholder shall not be deemed to have waived notice
of such meeting.

                  3.4 Adjourned Meetings. When a meeting is adjourned to another
time or place, unless otherwise provided by these Bylaws, notice need not be
given of the adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken. At the adjourned meeting the
stockholders may transact any business that might have been transacted at the
original meeting. If an adjournment is for more than 30 days, or if after an
adjournment, a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder entitled to vote at the
meeting.

                  3.5 Quorum and Adjournment. Except as otherwise provided by
law, by the Certificate of Incorporation of the Corporation, or by these Bylaws,
the presence, in person or by proxy, of the holders of a majority of the
aggregate voting power of the stock issued and outstanding, entitled to vote
thereat, shall constitute a quorum for the transaction of business at all
meetings of stockholders. If such majority shall not be present or represented
at any meeting of stockholders, the stockholders present, although less than a
quorum, shall have the power to adjourn the meeting.

                  3.6 Vote Required. Except as otherwise provided by law or by
the Certificate of Incorporation:

                      (a) Directors shall be elected by a plurality of the votes
present in person or represented by proxy at a meeting of stockholders and
entitled to vote in the election of directors, and

                      (b) whenever any corporate action other than the election
of Directors is to be taken, it shall be authorized by a majority in voting
power of the shares present in person or by proxy at a meeting of stockholders
and entitled to vote on the subject matter.

                  3.7 Manner of Voting. At each meeting of stockholders, each
stockholder having the right to vote shall be entitled to vote in person or by
proxy. Proxies need not be filed with the Secretary of the Corporation until the
meeting is called to order, but shall be filed before being voted. Each
stockholder shall be entitled to vote each share of stock having voting power
registered in his or her name on the books of the Corporation on the record date
fixed for determination of stockholders entitled to vote at such meeting.

                  3.8 Stockholder Action Without a Meeting. Except as otherwise
provided by law or by the Certificate of Incorporation, any action required to
be taken at any meeting of stockholders of the corporation, or any action that
may be taken at any annual or special meeting of such stockholders, may be taken
without a meeting, without prior notice, and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a
   4
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing and who, if the action had been
taken at a meeting, would have been entitled to notice of the meeting if the
record date for such meeting had been the date that written consents signed by a
sufficient number of the holders to take the action were delivered to the
Corporation.

                  3.9 Proxies. (a) At any meeting of stockholders, any
stockholder may be represented and vote by proxy or proxies appointed by a
written form of proxy. In the event that any form of proxy shall designate two
or more persons to act as proxies, a majority of such persons present at the
meeting or, if only one shall be present, then that one shall have and may
exercise all of the powers conferred by the form of proxy upon all of the
persons so designated unless the form of proxy shall otherwise provide.

                      (b) The Board of Directors may, in advance of any annual
or special meeting of the stockholders, prescribe additional regulations
concerning the manner of execution and filing of proxies and the validation of
the same, which are intended to be voted at any such meeting.

                  3.10 Presiding Officer and Secretary. The Chairman of the
Board shall act as chairman of all meetings of the stockholders. In the absence
of the Chairman of the Board, the Vice Chairman of the Board or, in his or her
absence, the Chief Executive Officer or, in his or her absence, the President
or, in his or her absence, any Vice President designated by the Board of
Directors shall act as chairman of the meeting.

                  The Secretary of the Corporation shall act as secretary of all
meetings of the stockholders, but, in the absence of the Secretary, the
Assistant Secretary designated in accordance with Section 5.11 (b) of these
Bylaws shall act as secretary of all meetings of the stockholders, but in the
absence of a designated Assistant Secretary, the chairman of the meeting may
appoint any person to act as secretary of the meeting.

                  3.11 Procedure. At each meeting of stockholders, the chairman
of the meeting shall fix and announce the date and time of the opening and the
closing of the polls for each matter upon which the stockholders will vote at
the meeting and shall determine the order of business and all other matters of
procedure. Except to the extent inconsistent with any such rules and regulations
as adopted by the Board of Directors, the chairman of the meeting may establish
rules, which need not be in writing, to maintain order and safety and for the
conduct of the meeting. Without limiting the foregoing, he or she may:

                      (a) restrict attendance at any time to bona fide
stockholders of record and their proxies and other persons in attendance at the
invitation of the chairman;

                      (b) restrict dissemination of solicitation materials and
use of audio or visual recording devices at the meeting;

                      (c) adjourn the meeting without a vote of the
stockholders, whether or not there is a quorum present; and
   5
                      (d) make rules governing speeches and debate, including
time limits and access to microphones.

The chairman of the meeting shall be entitled to act in his or her absolute
discretion and his or her rulings shall not be subject to appeal.

4.                DIRECTORS.

                  4.1 Powers. The Board of Directors shall exercise all of the
powers of the Corporation except such as are by law, or by the Certificate of
Incorporation of this Corporation or by these Bylaws conferred upon or reserved
to the stockholders of any class or classes.

                  4.2 Resignations. Any Director may resign at any time by
giving written notice to the Board of Directors or the Secretary. Such
resignation shall take effect at the date of receipt of such notice or at any
later time specified therein. Acceptance of such resignation shall not be
necessary to make it effective.

                  4.3 Presiding Officer and Secretary. The Chairman of the Board
shall act as chairman of all meetings of the Board of Directors. In the absence
of the Chairman of the Board, the Vice Chairman of the Board, or in his absence,
the Chief Executive Officer or other person designated by the Board of Directors
shall act as chairman of the meeting.

                The Secretary of the Corporation shall act as secretary of all
meetings of the Board of Directors, but, in the absence of the Secretary, the
Assistant Secretary designated in accordance with Section 5.11 (b) of these
Bylaws shall act as secretary of all meetings of the Board of Directors, but in
the absence of a designated Assistant Secretary, the chairman of the meeting may
appoint any person to act as secretary of the meeting.

                  4.4 Annual Meetings. The Board of Directors shall meet each
year immediately following the annual meeting of stockholders, at the place
where such meeting of stockholders has been held, or at such other place as
shall be fixed by the person presiding over the meeting of the stockholders, for
the purpose of election of officers and consideration of such other business as
the Board of Directors considers relevant to the management of the Corporation.
In the event that in any year Directors are elected by written consent in lieu
of an annual meeting of stockholders, the Board of Directors shall meet in such
year as soon as practicable after receipt of such written consent by the
Corporation at such time and place as shall be fixed by the Chairman of the
Board, for the purpose of election of officers and consideration of such other
business as the Board of Directors considers relevant to the management of the
Corporation.

                  4.5 Regular Meetings. Regular meetings of the Board of
Directors shall be held on such dates and at such times and places, within or
without the state of Delaware, as shall from time to time be determined by the
Board of Directors. In the absence of any such determination, such meetings
shall be held at such times and places, within or without the
   6
State of Delaware, as shall be designated by the Chairman of the Board on not
less than twelve hours notice to each Director, given verbally or in writing,
whether personally, by telephone (including by message or recording device), by
facsimile transmission, by telegram, or by telex, or on not less than three (3)
calendar days' notice to each Director given by mail.

                  4.6 Special Meetings. Special meetings of the Board of
Directors shall be held at the call of the Chairman of the Board at such times
and places, within or without the State of Delaware, as he or she shall
designate, on not less than twelve hours notice to each Director, given verbally
or in writing, whether personally, by telephone (including by message or
recording device), by facsimile transmission, by telegram, or by telex, or on
not less than three (3) calendar days' notice to each Director given by mail.
Special meetings shall be called by the Secretary on like notice at the written
request of a majority of the Directors then in office.

                  4.7 Quorum and Powers of a Majority. At all meetings of the
Board of Directors and of each committee thereof, a majority of the members
shall be necessary and sufficient to constitute a quorum for the transaction of
business, and the act of a majority of the members present at any meeting at
which a quorum is present shall be the act of the Board of Directors or such
committee, unless by express provision of law, of the Certificate of
Incorporation, or of these Bylaws, a different vote is required, in which case
such express provision shall govern and control. In the absence of a quorum, a
majority of the members present at any meeting may, without notice other than
announcement at the meeting, adjourn such meeting from time to time until a
quorum is present.

                  4.8 Waiver of Notice. Notice of any meeting of the Board of
Directors, or any committee thereof, need not be given to any member if waived
by him or her in writing, whether before or after such meeting is held, or if he
or she shall sign the minutes or attend the meeting, except that if such
Director 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, then such Director shall not be deemed to have
waived notice of such meeting.

                  4.9 Manner of Acting. (a) Members of the Board of Directors,
or any committee thereof, may participate in any meeting of the Board of
Directors or such committee by means of conference telephone or similar
communications equipment by means of which all persons participating therein can
hear each other, and participation in a meeting by such means shall constitute
presence in person at such meeting.

                      (b) Any action required or permitted to be taken at any
meeting of the Board of Directors or any committee thereof may be taken without
a meeting if all members of the Board of Directors or such committee, as the
case may be, consent thereto in writing, and the writings are filed with the
minutes of proceedings of the Board of Directors or such committee.

                  4.10 Compensation. (a) The Board of Directors, by a resolution
or resolutions, may fix, and from time to time change, the compensation of
Directors.
   7
                      (b) Each Director shall be entitled to reimbursement from
the Corporation for his or her reasonable expenses incurred with respect to
duties as a member of the Board of Directors or any committee thereof.

                      (c) Nothing contained in these Bylaws shall be construed
to preclude any Director from serving the Corporation in any other capacity and
from receiving compensation from the Corporation for service rendered to it in
such other capacity.

                  4.11 Committees. The Board of Directors (or any committee
thereof having the power and authority to do so) may designate one or more
committees, each committee to consist of one or more Directors, which to the
extent provided in said resolution or resolutions shall have and may exercise
the powers and authority of the Board of Directors in the management of the
business and affairs of the corporation; provided, however, that no such
committee shall have the power or authority in reference to the following
matters: (i) approving or adopting, or recommending to the stockholders, any
action or matter expressly required by the General Corporation Law of Delaware
(the "GCLD") to be submitted to stockholders for approval or (ii) adopting,
amending, or repealing any bylaw of the Corporation. The Board of Directors may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member of the committee. In the absence or
disqualification of a member of a committee, the member or members present at
any meeting of such committee and not disqualified from voting, whether or not
such member of members constitute a quorum, may unanimously appoint another
member of the board of directors to act at the meeting in place of such absent
or disqualified director.

                  4.12 Committee Procedure, Limitations of Committee Powers. (a)
Except as otherwise provided by these Bylaws, each committee shall adopt its
own rules governing the time, place and method of holding its meetings and the
conduct of its proceedings and shall meet as provided by such rules or by
resolution of the Board of Directors. Unless otherwise provided by these Bylaws
or any such rules or resolutions, notice of the time and place of each meeting
of a committee shall be given to each member of such committee as provided in
Section 4.6 of these Bylaws with respect to notices of special meetings of the
Board of Directors.

                      (b) Each committee shall keep regular minutes of its
proceedings and report the same to the Board of Directors when required.

                      (c) Any member of any committee may be removed from such
committee either with or without cause, at any time, by the Board of Directors
at any meeting thereof. Any vacancy in any committee shall be filled by the
Board of Directors in the manner prescribed by the Certificate of Incorporation
or these Bylaws for the original appointment of the members of such committee.
   8
5.                OFFICERS.

                  5.1 Number. (a) The officers of the Corporation shall include
a Chief Executive Officer, a President, one or more Vice Presidents (including
one or more Executive Vice Presidents and one or more Senior Vice Presidents if
deemed appropriate by the Board of Directors), a Secretary, a Treasurer, and a
Controller. The Board of Directors shall also elect a Chairman of the Board and
may elect a Vice Chairman of the Board. The Board of Directors may also elect
such other officers as the Board of Directors may from time to time deem
appropriate or necessary. Except for the Chairman of the Board, the Vice
Chairman of the Board, and the Chief Executive Officer, none of the officers of
the Corporation needs to be a director of the Corporation. Any two or more
offices may be held by the same person to the extent permitted by the GCLD.

                      (b) The Board of Directors may delegate to the Chief
Executive Officer or President the power to appoint one or more employees of the
Corporation as divisional or departmental vice presidents and fix the duties of
such appointees. However, no such divisional or departmental vice president
shall be considered as an officer of the Corporation, the officers of the
Corporation being limited to those officers elected by the Board of Directors.

                  5.2 Election of Officers, Qualification and Term. The officers
of the Corporation shall be elected from time to time by the Board of Directors
and, except as may otherwise be expressly provided in a contract of employment
duly authorized by the Board of Directors, shall hold office at the pleasure of
the Board of Directors.

                  5.3 Removal. Any officer elected by the Board of Directors may
be removed, either with or without cause, by the Board of Directors at any
meeting thereof, or to the extent delegated to the Chairman of the Board or the
Chief Executive Officer, by the Chairman of the Board or the Chief Executive
Officer.

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

                  5.5 Salaries. The salaries of all officers of the Corporation
shall be fixed by the Board of Directors from time to time, and no officer shall
be prevented from receiving such salary by reason of the fact that he or she is
also a Director of the Corporation.

                  5.6 The Chairman of the Board. The Chairman of the Board shall
have the powers and duties customarily and usually associated with the office of
the Chairman of the Board. The Chairman of the Board shall preside at meetings
of the stockholders and of the Board of Directors.

                  5.7 Vice Chairman of the Board. The Vice Chairman of the Board
shall
   9
have the powers and duties customarily and usually associated with the office of
the Vice Chairman of the Board.

                  5.8 Chief Executive Officer. The Chief Executive Officer shall
have, subject to the supervision, direction and control of the Board of
Directors, the general powers and duties of supervision, direction and
management of the affairs and business of the Corporation usually vested in the
chief executive officer of a corporation, including, without limitation, all
powers necessary to direct and control the organizational and reporting
relationships within the Corporation. If at any time the office of the Chairman
of the Board and the Vice Chairman of the Board shall not be filled, or in the
event of the temporary absence or disability of the Chairman of the Board and
the Vice Chairman of the Board, the Chief Executive Officer shall have the
powers and duties of the Chairman of the Board.

                  5.9 The President. The President shall serve as chief
operating officer and shall have such other powers and perform such other duties
as may be delegated to him or her from time to time by the Board of Directors or
the Chief Executive Officer.

                  5.10 The Vice Presidents. Each Vice President shall have such
powers and perform such duties as may from time to time be assigned to him or
her by the Board of Directors, the Chief Executive Officer, or the President.

                  5.11 The Secretary and the Assistant Secretary. (a) The
Secretary shall attend meetings of the Board of Directors and meetings of the
stockholders and record all votes and minutes of all such proceedings in a book
kept for such purpose. He or she shall have all such further powers and duties
as generally are incident to the position of Secretary or as may from time to
time be assigned to him or her by the Board of Directors, the Chief Executive
Officer, or the President.

                      (b) Each Assistant Secretary shall have such powers and
perform such duties as may from time to time be assigned to him or her by the
Board of Directors, the Chief Executive Officer, the President, or the
Secretary. In case of the absence or disability of the Secretary, the Assistant
Secretary designated by the Chief Executive Officer (or, in the absence of such
designation, by the Secretary) shall perform the duties and exercise the powers
of the Secretary.

                  5.12 The Treasurer and the Assistant Treasurer. (a) The
Treasurer shall have custody of the Corporation's funds and securities and shall
keep full and accurate accounts of receipts and disbursements in books belonging
to the Corporation and shall deposit or cause to be deposited moneys or other
valuable effects in the name and to the credit of the Corporation in such
depositories as may be designated by the Board of Directors. The Treasurer shall
also maintain adequate records of all assets, liabilities, and transactions of
the Corporation and shall see that adequate audits thereof are currently and
regularly made. The Treasurer shall have such other powers and perform such
other duties that generally are incident to the position of Treasurer or as may
from time to time be assigned to him or her by the Board of Directors, the Chief
Executive Officer, or the President.
   10
                      (b) Each Assistant Treasurer shall have such powers and
perform such duties as may from time to time be assigned to him or her by the
Board of Directors, the Chief Executive Officer, the President, or the
Treasurer. In case of the absence or disability of the Treasurer, the Assistant
Treasurer designated by the Chief Executive Officer (or, in the absence of such
designation, by the Treasurer) shall perform the duties and exercise the powers
of the Treasurer.

                  5.13 Controller. The Controller shall be responsible for
maintaining the accounting records and statements, and shall properly account
for all monies and obligations due the Corporation and all properties, assets,
and liabilities of the Corporation. The Controller shall render to the Chairman
of the Board or the President such periodic reports covering the results of
operations of the Corporation as may be required by either of them or by law.

6.                STOCK

                  6.1 Certificates. Certificates for shares of stock of the
Corporation shall be issued under the seal of the Corporation, or a facsimile
thereof, and shall be numbered and shall be entered in the books of the
Corporation as they are issued. Each certificate shall bear a serial number,
shall exhibit the holder's name and the number of shares evidenced thereby, and
shall be signed by the Chairman of the Board or a Vice Chairman, if any, or the
Chief Executive Officer or the President or any Vice President, and by the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer.
Any or all of the signatures on the certificate may be a facsimile. In case any
officer, transfer agent, or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent, or registrar before such certificate is issued, it may
be issued by the corporation with the same effect as if such person or entity
were such officer, transfer agent, or registrar at the date of issue.

                  6.2 Transfers. Transfers of stock of the Corporation shall be
made on the books of the Corporation only upon surrender to the Corporation of a
certificate (if any) for the shares duly endorsed or accompanied by proper
evidence of succession, assignment, or authority to transfer, provided such
succession, assignment, or transfer is not prohibited by the Certificate of
Incorporation, these Bylaws, applicable law or contract. Thereupon, the
Corporation shall issue a new certificate (if requested) to the person entitled
thereto, cancel the old certificate (if any), and record the transaction upon
its books.

                  6.3 Lost, Stolen, or Destroyed Certificates. Any person
claiming a certificate of stock to be lost, stolen, or destroyed shall make an
affidavit or an affirmation of that fact, and shall give the Corporation a bond
of indemnity in satisfactory form and with one or more satisfactory sureties,
whereupon a new certificate (if requested) may be issued of the same tenor and
for the same number of shares as the one alleged to be lost, stolen, or
destroyed.

                  6.4 Registered Stockholders. The Corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares as the person
   11
entitled to exercise the rights of a stockholder and shall not be bound to
recognize any equitable or other claim to or interest in any such shares on the
part of any other person, whether or not it shall have express or other notice
thereof, except as otherwise expressly provided by the GCLD.

                  6.5 Additional Powers of the Board. (a) In addition to those
powers set forth in Section 4.1, the Board of Directors shall have power and
authority to make all such rules and regulations as it shall deem expedient
concerning the issue, transfer, and registration of certificates for shares of
stock of the Corporation, including the use of uncertificated shares of stock
subject to the provisions of the GCLD.

                      (b) The Board of Directors may appoint and remove transfer
agents and registrars of transfers, and may require all stock certificates to
bear the signature of any such transfer agent and/or any such registrar of
transfers.

7.                INDEMNIFICATION

                  7.1 Each person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, or investigative (hereinafter a
"proceeding"), by reason of the fact that he or she, or the person of whom he or
she is the legal representative, 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, employee, or agent of another corporation or of a
partnership, joint venture, trust, or other enterprise, including service with
respect to employee benefit plans, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the GCLD, 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 said law permitted the Corporation to provide prior
to such amendment), against all expenses, liability, and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties, and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such person
in connection therewith and such indemnification shall continue as to a person
who has ceased to be a director, officer, employee, or agent and shall inure to
the benefit of his or her heirs, executors, and administrators; provided,
however, that, except as provided in this Article 7, the Corporation shall
indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if authorized by the
Board of Directors of the Corporation. Any indemnification under this Article 7
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee, or agent is proper in the circumstances because he or she has
met the applicable standard set forth in the GCLD. Such a determination shall be
made (a) by a majority vote of the directors who are not parties to such action,
suit or proceeding, even though less than a quorum; (b) by a committee of such
directors designated by majority vote of such directors, even though less than a
quorum; (c) by independent legal counsel (compensated by the Corporation) in a
written opinion; (d) by the stockholders; or (e) in any other manner permitted
by the GCLD. In addition to the right to indemnification conferred in this
Article 7, each of the above persons shall have the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in advance of
   12
its final disposition; provided, however, that, if the GCLD requires, the
payment of such expenses incurred by a present director or officer in his or her
capacity as a director or officer of the corporation (and not in any other
capacity in which service was or is rendered by such person while a director or
officer, including, without limitation, service to an employee benefit plan) in
advance of the final disposition of a proceeding, shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of such present
director or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Article 7 or otherwise. The Corporation may, by any manner permitted by the
GCLD, provide indemnification and advancement of expenses to employees and
agents of the Corporation with the same scope and effect as the foregoing
indemnification of directors and officers. The right to indemnification and to
an advancement of expenses conferred in this Article 7 shall be a contract
right.

                  7.2 If a claim under Section 7.1 of this Article 7 is not paid
in full by the Corporation within 30 days after a written claim has been
received by the Corporation, the claimant may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to be paid also
the expense of prosecuting such claim (including attorneys' fees). It shall be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Corporation) that the claimant has not met the standard of
conduct which makes it permissible under the GCLD for the Corporation to
indemnify the claimant for the amount claimed, but the burden of proving such
defense shall be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors, a committee thereof, independent legal
counsel, or its stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he or she has met the applicable standard of conduct
set forth in the GCLD, nor an actual determination by the Corporation (including
its Board of Directors, a committee thereof, independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct. In any suit brought by the claimant
to enforce a right to indemnification or to an advancement of expenses
hereunder, or brought by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the burden of proving that the claimant
is not entitled to be indemnified, or to such advancement of expenses, under
this Article 7 or otherwise shall be on the Corporation.

                  7.3 The rights to indemnification and the payment of expenses
incurred in defending a proceeding in advance of its final disposition conferred
in this Article 7, shall not be exclusive of any other right that any person may
have or hereafter acquire under any statute, provision of the certificate of
incorporation of the Corporation, this bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.

                  7.4 The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee, or agent of the Corporation
or another corporation,
   13
partnership, joint venture, trust, or other enterprise against any such 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 GCLD.

                  7.5 The Corporation may enter into an indemnity agreement with
any director, officer, employee, or agent of the Corporation, or of another
corporation, partnership, joint venture, trust, or other enterprise, upon terms
and conditions that the Board of Directors deems appropriate, as long as the
provisions of the agreement are not impermissible under applicable law.

                  7.6 Any amendment or repeal of this Article 7 shall not be
retroactive in effect.

                  7.7 In case any provision in this Article 7 shall be
determined at any time to be unenforceable in any respect, the other provisions
shall not in any way be affected or impaired thereby, and the affected provision
shall be given the fullest possible enforcement in the circumstances, it being
the intention of the Corporation to afford indemnification and advancement of
expenses to the persons indemnified hereby to the fullest extent permitted by
law.

                  7.8 The Corporation may, by action of the Board of Directors,
authorize one or more officers to grant rights to indemnification and
advancement of expenses to former directors and officers or to other employees
or agents of the Corporation on such terms and conditions as such officer or
officers deem appropriate under the circumstances.

8.                MISCELLANEOUS

                  8.1 Place and Inspection of Books. (a) The books of the
Corporation other than such books as are required by law to be kept within the
State of Delaware shall be kept in such place or places either within or without
the State of Delaware as the Board of Directors may from time to time determine.

                      (b) At least ten days before each meeting of stockholders,
the officer in charge of the stock ledger of the Corporation shall prepare a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order and showing the address of each stockholder and the number 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 ten 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
specified, at the place where the meeting is to be held. The 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.

                      (c) The Board of Directors shall determine from time to
time
   14
whether and, if allowed, when and under what conditions and regulations the
accounts and books of the Corporation (except such as may be by law specifically
open to inspection or as otherwise provided by these Bylaws) or any of them
shall be open to the inspection of the stockholders and the stockholders' rights
in respect thereof.

                  8.2 Voting Shares in Other Corporations. The Chief Executive
Officer, the President, or any other officer of the Corporation designated by
the Board of Directors may vote any and all shares held by the Corporation in
any other corporation.

                  8.3 Fiscal Year. The fiscal year of the Corporation shall be
such fiscal year as the Board of Directors from time to time by resolution shall
determine.

                  8.4 Gender/Number. As used in these Bylaws, the masculine,
feminine, or neuter gender, and the singular or plural number, shall each
include the others whenever the context so indicates.

                  8.5 Paragraph Titles. The titles of the paragraphs have been
inserted as a matter of reference only and shall not control or affect the
meaning or construction of any of the terms and provisions hereof.

                  8.6 Amendment. These Bylaws may be altered, amended, or
repealed by (a) the affirmative vote of 80% or more of the aggregate number of
votes that the holders of the then outstanding shares of common stock and
preferred stock are entitled to cast on the amendment, or (b) by resolution
adopted by the affirmative vote of not less than a majority of the Directors in
office, at any annual or regular meeting of the Board of Directors or at any
special meeting of the Board of Directors if notice of the proposed alteration,
amendment, or repeal be contained in written notice of such special meeting.
Notwithstanding the foregoing, the amendment of any provision of these Bylaws
that requires an affirmative vote in excess of a majority of the Directors in
office shall require the affirmative vote of at least the number of directors
the affirmative vote of whom is required by such provision.

                  8.7 Certificate of Incorporation. Notwithstanding anything to
the contrary contained herein, if any provision contained in these Bylaws is
inconsistent with or conflicts with a provision of the Certificate of
Incorporation, such provision of these Bylaws shall be superseded by the
inconsistent provision in the Certificate of Incorporation to the extent
necessary to give effect to such provision in the Certificate of Incorporation.

EX-28.1

   1
                             Vineland General, Inc.

                                      28.1

                         Certificate of Incorporation of
                             Vineland General, Inc.
                              Filed August 28, 1990
   2
                          CERTIFICATE OF INCORPORATION
                                       OF
                             VINELAND GENERAL, INC.


                  1.       The name of the corporation is

                             VINELAND GENERAL, INC.

                  2.       The address of its registered office in the State of
         Delaware is Corporation Trust Center, 1209 Orange Street, in the City
         of Wilmington, County of New Castle. The name of its registered agent
         at such address is The Corporation Trust Company.

                  3.       The nature of the business or purposes to be
         conducted or promoted is: To engage in any lawful act or activity for
         which corporations may be organized under the General Corporation Law
         of Delaware.

                  4.       The total number of common shares of stock which the
         corporation shall have authority to issue is Two Thousand Five Hundred
         (2,500); all of such shares shall be without par value.

                  5A.      The name and mailing address of each incorporator is
         as follows:

                  NAME                        MAILING ADDRESS
                  ----                        ---------------
                  L. J. Vitalo                Corporation Trust Center
                                              1209 Orange Street
                                              Wilmington, Delaware 19801

                  M. A. Brzoska               Corporation Trust Center
                                              1209 Orange Street
                                              Wilmington, Delaware 19801

                  E. A. Jensen                Corporation Trust Center
                                              1209 Orange Street
                                              Wilmington, Delaware 19801
   3
                5B.        The name and mailing address of each person, who is
         to serve as a director until the first annual meeting of the
         stockholders or until a successor is elected and qualified, is as
         follows:

                  NAME                        MAILING ADDRESS
                  ----                        ---------------
                  John R. Lilly               1199 Black Horse Pike
                                              Egg Harbor Township, NJ 08215

                  Brian A. Parent             1199 Black Horse Pike
                                              Egg Harbor Township, NJ 08215

                  Joseph G. Salomone          1199 Black Horse Pike
                                              Egg Harbor Township, NJ 08215

                6.         The corporation is to have perpetual existence.

                7.         In furtherance and not in limitation of the powers
         conferred by statute, the board of directors is expressly authorized:

                To make, alter or repeal the by-laws of the corporation.

                8.         Elections of directors need not be by written ballot
         unless the by-laws of the corporation shall so provide.

                           Meetings of stockholders may be held within or
         without the State of Delaware, as the by-laws may provide. The books of
         the corporation may be kept (subject to any provision contained in the
         statutes) outside the State of Delaware at such place or places as may
         be designated from time to time by the board of directors or in the
         by-laws of the corporation.

                  9.       The corporation reserves the right to amend, alter,
         change or repeal any provision contained in this certificate of
         incorporation, in the manner now or hereafter prescribed by statute,
         and all rights conferred upon stockholders herein are granted subject
         to this reservations

                10.         A director of the corporation shall not be
         personally liable to the corporation or its stockholders for monetary
         damages for breach of fiduciary duty as a director except for liability
         (i) for any breach of the director's duty of loyalty to the corporation
         or its stockholders, (ii) for acts or omissions not in good faith or
         which
   4
         involve intentional misconduct or a knowing violation of law, (iii)
         under Section 174 of the Delaware General Corporation Law, or (iv) for
         any transaction from which the director derived any improper personal
         benefit.

                WE, THE UNDERSIGNED, being each of the incorporators
         hereinbefore named, for the purpose of forming a corporation pursuant
         to the General Corporation Law of the State of Delaware, do make this
         certificate, hereby declaring and certifying that this is our act and
         deed and the facts herein stated are true, and accordingly have
         hereunto set our hands this 24th day of August, 1990.


                                     -------------------------------------------
                                     L. J. Vitalo


                                     -------------------------------------------
                                     M. A. Brzoska


                                     -------------------------------------------
                                     E. A. Jensen

EX-28.2

   1
                             Vineland General, Inc.

                                      28.2

                                     Bylaws
   2
                                     BYLAWS

                                       OF

                             VINELAND GENERAL, INC.

1.                OFFICES.

                  1.1 Offices. In addition to its registered office in the State
of Delaware, the Corporation shall have a corporate office in Wilmington,
Delaware, and such other offices, either within or without the State of
Delaware, at such locations as the Board of Directors may from time to time
determine or the business of the Corporation may require.

2.                SEAL.

                  2.1 Seal. The Corporation shall have a seal, which shall have
inscribed thereon its name and year of incorporation and the words, "Corporate
Seal Delaware."

3.                MEETINGS OF STOCKHOLDERS.

                  3.1 Annual Meetings. The annual meeting of stockholders of the
Corporation shall be held on such date, at such time and at such place within or
without the State of Delaware as shall be determined by the Board of Directors
from time to time.

                  3.2 Special Meetings. Special meetings of the stockholders of
the Corporation shall be held on such date, at such time and at such place
within or without the State of Delaware as may be designated by the Chairman of
the Board or by the Board of Directors.

                  3.3 Notice of Meetings. (a) Notices of meetings of
stockholders shall be in writing and shall state the place, date, and hour of
the meeting, and, in the case of a special meeting, the purpose or purposes for
which a meeting is called. No business other than that specified in the notice
thereof shall be transacted at any special meeting.

                      (b) Such notice shall either be delivered personally or
mailed, postage prepaid, to each stockholder entitled to vote at such meeting
not less than 10 nor more than 60 days before the date of the meeting. If
mailed, the notice shall be directed to the stockholder at his or her address as
it appears on the records of the Corporation. Personal delivery of any such
notice to any officer of a corporation or association or to any member of a
partnership shall constitute delivery of such notice to such corporation,
association, or partnership.

                      (c) Notice of any meeting of stockholders need not be
given to any stockholder if waived by such stockholder in writing, whether
before or after such meeting is held, or if such stockholder shall sign the
minutes or attend the meeting, except that if such stockholder attends a meeting
for the express purpose of objecting at the beginning of the
   3
meeting to the transaction of any business because the meeting is not lawfully
called or convened, such stockholder shall not be deemed to have waived notice
of such meeting.

                  3.4 Adjourned Meetings. When a meeting is adjourned to another
time or place, unless otherwise provided by these Bylaws, notice need not be
given of the adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken. At the adjourned meeting the
stockholders may transact any business that might have been transacted at the
original meeting. If an adjournment is for more than 30 days, or if after an
adjournment, a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder entitled to vote at the
meeting.

                  3.5 Quorum and Adjournment. Except as otherwise provided by
law, by the Certificate of Incorporation of the Corporation, or by these Bylaws,
the presence, in person or by proxy, of the holders of a majority of the
aggregate voting power of the stock issued and outstanding, entitled to vote
thereat, shall constitute a quorum for the transaction of business at all
meetings of stockholders. If such majority shall not be present or represented
at any meeting of stockholders, the stockholders present, although less than a
quorum, shall have the power to adjourn the meeting.

                  3.6 Vote Required. Except as otherwise provided by law or by
the Certificate of Incorporation:

                      (a) Directors shall be elected by a plurality of the votes
present in person or represented by proxy at a meeting of stockholders and
entitled to vote in the election of directors, and

                      (b) whenever any corporate action other than the election
of Directors is to be taken, it shall be authorized by a majority in voting
power of the shares present in person or by proxy at a meeting of stockholders
and entitled to vote on the subject matter.

                  3.7 Manner of Voting. At each meeting of stockholders, each
stockholder having the right to vote shall be entitled to vote in person or by
proxy. Proxies need not be filed with the Secretary of the Corporation until the
meeting is called to order, but shall be filed before being voted. Each
stockholder shall be entitled to vote each share of stock having voting power
registered in his or her name on the books of the Corporation on the record date
fixed for determination of stockholders entitled to vote at such meeting.

                  3.8 Stockholder Action Without a Meeting. Except as otherwise
provided by law or by the Certificate of Incorporation, any action required to
be taken at any meeting of stockholders of the corporation, or any action that
may be taken at any annual or special meeting of such stockholders, may be taken
without a meeting, without prior notice, and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a
   4
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing and who, if the action had been
taken at a meeting, would have been entitled to notice of the meeting if the
record date for such meeting had been the date that written consents signed by a
sufficient number of the holders to take the action were delivered to the
Corporation.

                  3.9 Proxies. (a) At any meeting of stockholders, any
stockholder may be represented and vote by proxy or proxies appointed by a
written form of proxy. In the event that any form of proxy shall designate two
or more persons to act as proxies, a majority of such persons present at the
meeting or, if only one shall be present, then that one shall have and may
exercise all of the powers conferred by the form of proxy upon all of the
persons so designated unless the form of proxy shall otherwise provide.

                      (b) The Board of Directors may, in advance of any annual
or special meeting of the stockholders, prescribe additional regulations
concerning the manner of execution and filing of proxies and the validation of
the same, which are intended to be voted at any such meeting.

                  3.10 Presiding Officer and Secretary. The Chairman of the
Board shall act as chairman of all meetings of the stockholders. In the absence
of the Chairman of the Board, the Vice Chairman of the Board or, in his or her
absence, the Chief Executive Officer or, in his or her absence, the President
or, in his or her absence, any Vice President designated by the Board of
Directors shall act as chairman of the meeting.

                  The Secretary of the Corporation shall act as secretary of all
meetings of the stockholders, but, in the absence of the Secretary, the
Assistant Secretary designated in accordance with Section 5.11(b) of these
Bylaws shall act as secretary of all meetings of the stockholders, but in the
absence of a designated Assistant Secretary, the chairman of the meeting may
appoint any person to act as secretary of the meeting.

                  3.11 Procedure. At each meeting of stockholders, the chairman
of the meeting shall fix and announce the date and time of the opening and the
closing of the polls for each matter upon which the stockholders will vote at
the meeting and shall determine the order of business and all other matters of
procedure. Except to the extent inconsistent with any such rules and regulations
as adopted by the Board of Directors, the chairman of the meeting may establish
rules, which need not be in writing, to maintain order and safety and for the
conduct of the meeting. Without limiting the foregoing, he or she may:

                      (a) restrict attendance at any time to bona fide
stockholders of record and their proxies and other persons in attendance at the
invitation of the chairman;

                      (b) restrict dissemination of solicitation materials and
use of audio or visual recording devices at the meeting;

                      (c) adjourn the meeting without a vote of the
stockholders, whether or not there is a quorum present; and
   5
                      (d) make rules governing speeches and debate, including
time limits and access to microphones.

The chairman of the meeting shall be entitled to act in his or her absolute
discretion and his or her rulings shall not be subject to appeal.

4.                DIRECTORS.

                  4.1 Powers. The Board of Directors shall exercise all of the
powers of the Corporation except such as are by law, or by the Certificate of
Incorporation of this Corporation or by these Bylaws conferred upon or reserved
to the stockholders of any class or classes.

                  4.2 Resignations. Any Director may resign at any time by
giving written notice to the Board of Directors or the Secretary. Such
resignation shall take effect at the date of receipt of such notice or at any
later time specified therein. Acceptance of such resignation shall not be
necessary to make it effective.

                  4.3 Presiding Officer and Secretary. The Chairman of the Board
shall act as chairman of all meetings of the Board of Directors. In the absence
of the Chairman of the Board, the Vice Chairman of the Board, or in his absence,
the Chief Executive Officer or other person designated by the Board of Directors
shall act as chairman of the meeting.

                      The Secretary of the Corporation shall act as secretary of
all meetings of the Board of Directors, but, in the absence of the Secretary,
the Assistant Secretary designated in accordance with Section 5.11 (b) of these
Bylaws shall act as secretary of all meetings of the Board of Directors, but in
the absence of a designated Assistant Secretary, the chairman of the meeting may
appoint any person to act as secretary of the meeting.

                  4.4 Annual Meetings. The Board of Directors shall meet each
year immediately following the annual meeting of stockholders, at the place
where such meeting of stockholders has been held, or at such other place as
shall be fixed by the person presiding over the meeting of the stockholders, for
the purpose of election of officers and consideration of such other business as
the Board of Directors considers relevant to the management of the Corporation.
In the event that in any year Directors are elected by written consent in lieu
of an annual meeting of stockholders, the Board of Directors shall meet in such
year as soon as practicable after receipt of such written consent by the
Corporation at such time and place as shall be fixed by the Chairman of the
Board, for the purpose of election of officers and consideration of such other
business as the Board of Directors considers relevant to the management of the
Corporation.

                  4.5 Regular Meetings. Regular meetings of the Board of
Directors shall be held on such dates and at such times and places, within or
without the state of Delaware, as shall from time to time be determined by the
Board of Directors. In the absence of any such determination, such meetings
shall be held at such times and places, within or without the
   6
state of Delaware, as shall be designated by the Chairman of the Board on not
less than twelve hours notice to each Director, given verbally or in writing,
whether personally, by telephone (including by message or recording device), by
facsimile transmission, by telegram, or by telex, or on not less than three (3)
calendar days' notice to each Director given by mail.

                  4.6 Special Meeting. Special meetings of the Board of
Directors shall be held at the call of the Chairman of the Board at such times
and places, within or without the State of Delaware, as he or she shall
designate, on not less than twelve hours notice to each Director, given verbally
or in writing, whether personally, by telephone (including by message or
recording device), by facsimile transmission, by telegram, or by telex, or on
not less than three (3) calendar days' notice to each Director given by mail.
Special meetings shall be called by the Secretary on like notice at the written
request of a majority of the Directors then in office.

                  4.7 Quorum and Powers of a Majority. At all meetings of the
Board of Directors and of each committee thereof, a majority of the members
shall be necessary and sufficient to constitute a quorum for the transaction of
business, and the act of a majority of the members present at any meeting at
which a quorum is present shall be the act of the Board of Directors or such
committee, unless by express provision of law, of the Certificate of
Incorporation, or of these Bylaws, a different vote is required, in which case
such express provision shall govern and control. In the absence of a quorum, a
majority of the members present at any meeting may, without notice other than
announcement at the meeting, adjourn such meeting from time to time until a
quorum is present.

                  4.8 Waiver of Notice. Notice of any meeting of the Board of
Directors, or any committee thereof, need not be given to any member if waived
by him or her in writing, whether before or after such meeting is held, or if he
or she shall sign the minutes or attend the meeting, except that if such
Director 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, then such Director shall not be deemed to have
waived notice of such meeting.

                  4.9 Manner of Acting. (a) Members of the Board of Directors,
or any committee thereof, may participate in any meeting of the Board of
Directors or such committee by means of conference telephone or similar
communications equipment by means of which all persons participating therein can
hear each other, and participation in a meeting by such means shall constitute
presence in person at such meeting.

                      (b) Any action required or permitted to be taken at any
meeting of the Board of Directors or any committee thereof may be taken without
a meeting if all members of the Board of Directors or such committee, as the
case may be, consent thereto in writing, and the writings are filed with the
minutes of proceedings of the Board of Directors or such committee.

                  4.10 Compensation. (a) The Board of Directors, by a resolution
or resolutions, may fix, and from time to time change, the compensation of
Directors.
   7
                      (b) Each Director shall be entitled to reimbursement from
the Corporation for his or her reasonable expenses incurred with respect to
duties as a member of the Board of Directors or any committee thereof.

                      (c) Nothing contained in these Bylaws shall be construed
to preclude any Director from serving the Corporation in any other capacity and
from receiving compensation from the Corporation for service rendered to it in
such other capacity.

                  4.11 Committees. The Board of Directors (or any committee
thereof having the power and authority to do so) may designate one or more
committees, each committee to consist of one or more Directors, which to the
extent provided in said resolution or resolutions shall have and may exercise
the powers and authority of the Board of Directors in the management of the
business and affairs of the corporation; provided, however, that no such
committee shall have the power or authority in reference to the following
matters: (i) approving or adopting, or recommending to the stockholders, any
action or matter expressly required by the General Corporation Law of Delaware
(the "GCLD") to be submitted to stockholders for approval or (ii) adopting,
amending, or repealing any bylaw of the Corporation. The Board of Directors may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member of the committee. In the absence or
disqualification of a member of a committee, the member or members present at
any meeting of such committee and not disqualified from voting, whether or not
such member of members constitute a quorum, may unanimously appoint another
member of the board of directors to act at the meeting in place of such absent
or disqualified director.

                  4.12 Committee Procedure, Limitations of Committee Powers. (a)
Except as otherwise provided by these Bylaws, each committee shall adopt its own
rules governing the time, place and method of holding its meetings and the
conduct of its proceedings and shall meet as provided by such rules or by
resolution of the Board of Directors. Unless otherwise provided by these Bylaws
or any such rules or resolutions, notice of the time and place of each meeting
of a committee shall be given to each member of such committee as provided in
Section 4.6 of these Bylaws with respect to notices of special meetings of the
Board of Directors.

                      (b) Each committee shall keep regular minutes of its
proceedings and report the same to the Board of Directors when required.

                      (c) Any member of any committee may be removed from such
committee either with or without cause, at any time, by the Board of Directors
at any meeting thereof. Any vacancy in any committee shall be filled by the
Board of Directors in the manner prescribed by the Certificate of Incorporation
or these Bylaws for the original appointment of the members of such committee.
   8
5.                    OFFICERS.

                  5.1 Number. (a) The officers of the Corporation shall include
a Chief Executive Officer, a President, one or more Vice Presidents (including
one or more Executive Vice Presidents and one or more Senior Vice Presidents if
deemed appropriate by the Board of Directors), a Secretary, a Treasurer, and a
Controller. The Board of Directors shall also elect a Chairman of the Board and
may elect a Vice Chairman of the Board. The Board of Directors may also elect
such other officers as the Board of Directors may from time to time deem
appropriate or necessary. Except for the Chairman of the Board, the Vice
Chairman of the Board, and the Chief Executive Officer, none of the officers of
the Corporation needs to be a director of the Corporation. Any two or more
offices may be held by the same person to the extent permitted by the GCLD.

                      (b) The Board of Directors may delegate to the Chief
Executive Officer or President the power to appoint one or more employees of the
Corporation as divisional or departmental vice presidents and fix the duties of
such appointees. However, no such divisional or departmental vice president
shall be considered as an officer of the Corporation, the officers of the
Corporation being limited to those officers elected by the Board of Directors.

                  5.2 Election of Officers, Qualification and Term. The officers
of the Corporation shall be elected from time to time by the Board of Directors
and, except as may otherwise be expressly provided in a contract of employment
duly authorized by the Board of Directors, shall hold office at the pleasure of
the Board of Directors.

                  5.3 Removal. Any officer elected by the Board of Directors may
be removed, either with or without cause, by the Board of Directors at any
meeting thereof, or to the extent delegated to the Chairman of the Board or the
Chief Executive Officer, by the Chairman of the Board or the Chief Executive
Officer.

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

                  5.5 Salaries. The salaries of all officers of the Corporation
shall be fixed by the Board of Directors from time to time, and no officer shall
be prevented from receiving such salary by reason of the fact that he or she is
also a Director of the Corporation.

                  5.6 The Chairman of the Board. The Chairman of the Board shall
have the powers and duties customarily and usually associated with the office of
the Chairman of the Board. The Chairman of the Board shall preside at meetings
of the stockholders and of the Board of Directors.

                  5.7 Vice Chairman of the Board. The Vice Chairman of the Board
shall
   9
have the powers and duties customarily and usually associated with the office of
the Vice Chairman of the Board.

                  5.8 Chief Executive Officer. The Chief Executive Officer shall
have, subject to the supervision, direction and control of the Board of
Directors, the general powers and duties of supervision, direction and
management of the affairs and business of the Corporation usually vested in the
chief executive officer of a corporation, including, without limitation, all
powers necessary to direct and control the organizational and reporting
relationships within the Corporation. If at any time the office of the Chairman
of the Board and the Vice Chairman of the Board shall not be filled, or in the
event of the temporary absence or disability of the Chairman of the Board and
the Vice Chairman of the Board, the Chief Executive Officer shall have the
powers and duties of the Chairman of the Board.

                  5.9 The President. The President shall serve as chief
operating officer and shall have such other powers and perform such other duties
as may be delegated to him or her from time to time by the Board of Directors or
the Chief Executive Officer.

                  5.10 The Vice Presidents. Each Vice President shall have such
powers and perform such duties as may from time to time be assigned to him or
her by the Board of Directors, the Chief Executive Officer, or the President.

                  5.11 The Secretary and the Assistant Secretary. (a) The
Secretary shall attend meetings of the Board of Directors and meetings of the
stockholders and record all votes and minutes of all such proceedings in a book
kept for such purpose. He or she shall have all such further powers and duties
as generally are incident to the position of Secretary or as may from time to
time be assigned to him or her by the Board of Directors, the Chief Executive
Officer, or the President.

                      (b) Each Assistant Secretary shall have such powers and
perform such duties as may from time to time be assigned to him or her by the
Board of Directors, the Chief Executive Officer, the President, or the
Secretary. In case of the absence or disability of the Secretary, the Assistant
Secretary designated by the Chief Executive Officer (or, in the absence of such
designation, by the Secretary) shall perform the duties and exercise the powers
of the Secretary.

                  5.12 The Treasurer and the Assistant Treasurer. (a) The
Treasurer shall have custody of the Corporation's funds and securities and shall
keep full and accurate accounts of receipts and disbursements in books belonging
to the Corporation and shall deposit or cause to be deposited moneys or other
valuable effects in the name and to the credit of the Corporation in such
depositories as may be designated by the Board of Directors. The Treasurer shall
also maintain adequate records of all assets, liabilities, and transactions of
the Corporation and shall see that adequate audits thereof are currently and
regularly made. The Treasurer shall have such other powers and perform such
other duties that generally are incident to the position of Treasurer or as may
from time to time be assigned to him or her by the Board of Directors, the Chief
Executive Officer, or the President.
   10
                      (b) Each Assistant Treasurer shall have such powers and
perform such duties as may from time to time be assigned to him or her by the
Board of Directors, the Chief Executive Officer, the President, or the
Treasurer. In case of the absence or disability of the Treasurer, the Assistant
Treasurer designated by the Chief Executive Officer (or, in the absence of such
designation, by the Treasurer) shall perform the duties and exercise the powers
of the Treasurer.

                  5.13 Controller. The Controller shall be responsible for
maintaining the accounting records and statements, and shall properly account
for all monies and obligations due the Corporation and all properties, assets,
and liabilities of the Corporation. The Controller shall render to the Chairman
of the Board or the President such periodic reports covering the results of
operations of the Corporation as may be required by either of them or by law.

6.                STOCK

                  6.1 Certificates. Certificates for shares of stock of the
Corporation shall be issued under the seal of the Corporation, or a facsimile
thereof, and shall be numbered and shall be entered in the books of the
Corporation as they are issued. Each certificate shall bear a serial number,
shall exhibit the holder's name and the number of shares evidenced thereby, and
shall be signed by the Chairman of the Board or a Vice Chairman, if any, or the
Chief Executive Officer or the President or any Vice President, and by the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer.
Any or all of the signatures on the certificate may be a facsimile. In case any
officer, transfer agent, or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent, or registrar before such certificate is issued, it may
be issued by the corporation with the same effect as if such person or entity
were such officer, transfer agent, or registrar at the date of issue.

                  6.2 Transfers. Transfers of stock of the Corporation shall be
made on the books of the Corporation only upon surrender to the Corporation of a
certificate (if any) for the shares duly endorsed or accompanied by proper
evidence of succession, assignment, or authority to transfer, provided such
succession, assignment, or transfer is not prohibited by the Certificate of
Incorporation, these Bylaws, applicable law or contract. Thereupon, the
Corporation shall issue a new certificate (if requested) to the person entitled
thereto, cancel the old certificate (if any), and record the transaction upon
its books.

                  6.3 Lost, Stolen, or Destroyed Certificates. Any person
claiming a certificate of stock to be lost, stolen, or destroyed shall make an
affidavit or an affirmation of that fact, and shall give the Corporation a bond
of indemnity in satisfactory form and with one or more satisfactory sureties,
whereupon a new certificate (if requested) may be issued of the same tenor and
for the same number of shares as the one alleged to be lost, stolen, or
destroyed.

                  6.4 Registered Stockholders. The Corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares as the person
   11
entitled to exercise the rights of a stockholder and shall not be bound to
recognize any equitable or other claim to or interest in any such shares on the
part of any other person, whether or not it shall have express or other notice
thereof, except as otherwise expressly provided by the GCLD.

                  6.5 Additional Powers of the Board. (a) In addition to those
powers set forth in Section 4. 1, the Board of Directors shall have power and
authority to make all such rules and regulations as it shall deem expedient
concerning the issue, transfer, and registration of certificates for shares of
stock of the Corporation, including the use of uncertificated shares of stock
subject to the provisions of the GCLD.

                      (b) The Board of Directors may appoint and remove transfer
agents and registrars of transfers, and may require all stock certificates to
bear the signature of any such transfer agent and/or any such registrar of
transfers.

7.                INDEMNIFICATION

                  7.1 Each person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, or investigative (hereinafter a
"proceeding"), by reason of the fact that he or she, or the person of whom he or
she is the legal representative, 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, employee, or agent of another corporation or of a
partnership, joint venture, trust, or other enterprise, including service with
respect to employee benefit plans, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the GCLD, 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 said law permitted the Corporation to provide prior
to such amendment), against all expenses, liability, and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties, and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such person
in connection therewith and such indemnification shall continue as to a person
who has ceased to be a director, officer, employee, or agent and shall inure to
the benefit of his or her heirs, executors, and administrators; provided,
however, that, except as provided in this Article 7, the Corporation shall
indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if authorized by the
Board of Directors of the Corporation. Any indemnification under this Article 7
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee, or agent is proper in the circumstances because he or she has
met the applicable standard set forth in the GCLD. Such a determination shall be
made (a) by a majority vote of the directors who are not parties to such action,
suit or proceeding, even though less than a quorum; (b) by a committee of such
directors designated by majority vote of such directors, even though less than a
quorum; (c) by independent legal counsel (compensated by the Corporation) in a
written opinion; (d) by the stockholders; or (e) in any other manner permitted
by the GCLD. In addition to the right to indemnification conferred in this
Article 7, each of the above persons shall have the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in advance of
   12
its final disposition; provided, however, that, if the GCLD requires, the
payment of such expenses incurred by a present director or officer in his or her
capacity as a director or officer of the corporation (and not in any other
capacity in which service was or is rendered by such person while a director or
officer, including, without limitation, service to an employee benefit plan) in
advance of the final disposition of a proceeding, shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of such present
director or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Article 7 or otherwise. The Corporation may, by any manner permitted by the
GCLD, provide indemnification and advancement of expenses to employees and
agents of the Corporation with the same scope and effect as the foregoing
indemnification of directors and officers. The right to indemnification and to
an advancement of expenses conferred in this Article 7 shall be a contract
right.

                  7.2 If a claim under Section 7.1 of this Article 7 is not paid
in full by the Corporation within 30 days after a written claim has been
received by the Corporation, the claimant may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to be paid also
the expense of prosecuting such claim (including attorneys' fees). It shall be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Corporation) that the claimant has not met the standard of
conduct which makes it permissible under the GCLD for the Corporation to
indemnify the claimant for the amount claimed, but the burden of proving such
defense shall be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors, a committee thereof, independent legal
counsel, or its stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he or she has met the applicable standard of conduct
set forth in the GCLD, nor an actual determination by the Corporation (including
its Board of Directors, a committee thereof, independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct. In any suit brought by the claimant
to enforce a right to indemnification or to an advancement of expenses
hereunder, or brought by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the burden of proving that the claimant
is not entitled to be indemnified, or to such advancement of expenses, under
this Article 7 or otherwise shall be on the Corporation.

                  7.3 The rights to indemnification and the payment of expenses
incurred in defending a proceeding in advance of its final disposition conferred
in this Article 7, shall not be exclusive of any other right that any person may
have or hereafter acquire under any statute, provision of the certificate of
incorporation of the Corporation, this bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.

                  7.4 The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee, or agent of the Corporation
or another corporation,
   13
partnership, joint venture, trust, or other enterprise against any such 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 GCLD.

                  7.5 The Corporation may enter into an indemnity agreement
with any director, officer, employee, or agent of the Corporation, or of another
corporation, partnership, joint venture, trust, or other enterprise, upon terms
and conditions that the Board of Directors deems appropriate, as long as the
provisions of the agreement are not impermissible under applicable law.

                  7.6 Any amendment or repeal of this Article 7 shall not be
retroactive in effect.

                  7.7 In case any provision in this Article 7 shall be
determined at any time to be unenforceable in any respect, the other provisions
shall not in any way be affected or impaired thereby, and the affected provision
shall be given the fullest possible enforcement in the circumstances, it being
the intention of the Corporation to afford indemnification and advancement of
expenses to the persons indemnified hereby to the fullest extent permitted by
law.

                  7.8 The Corporation may, by action of the Board of Directors,
authorize one or more officers to grant rights to indemnification and
advancement of expenses to former directors and officers or to other employees
or agents of the Corporation on such terms and conditions as such officer or
officers deem appropriate under the circumstances.

8.                MISCELLANEOUS

                  8.1 Place and Inspection of Books. (a) The books of the
Corporation other than such books as are required by law to be kept within the
State of Delaware shall be kept in such place or places either within or without
the State of Delaware as the Board of Directors may from time to time determine.

                      (b) At least ten days before each meeting of stockholders,
the officer in charge of the stock ledger of the Corporation shall prepare a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order and showing the address of each stockholder and the number 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 ten 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
specified, at the place where the meeting is to be held. The 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.

(c)               The Board of Directors shall determine from time to time
whether and, if allowed, when and under what conditions and regulations the
accounts and books of the Corporation (except such as may be by law specifically
open to inspection or as otherwise
   14
provided by these Bylaws) or any of them shall be open to the inspection of the
stockholders and the stockholders' rights in respect thereof.

                  8.2 Voting Shares in Other Corporations. The Chief Executive
Officer, the President, or any other officer of the Corporation designated by
the Board of Directors may vote any and all shares held by the Corporation in
any other corporation.

                  8.3 Fiscal Year. The fiscal year of the Corporation shall be
such fiscal year as the Board of Directors from time to time by resolution shall
determine.

                  8.4 Gender/Number. As used in these Bylaws, the masculine,
feminine, or neuter gender, and the singular or plural number, shall each
include the others whenever the context so indicates.

                  8.5 Paragraph Titles. The titles of the paragraphs have been
inserted as a matter of reference only and shall not control or affect the
meaning or construction of any of the terms and provisions hereof.

                  8.6 Amendment. These Bylaws may be altered, amended, or
repealed by (a) the affirmative vote of 80% or more of the aggregate number of
votes that the holders of the then outstanding shares of common stock and
preferred stock are entitled to cast on the amendment, or (b) by resolution
adopted by the affirmative vote of not less than a majority of the Directors in
office, at any annual or regular meeting of the Board of Directors or at any
special meeting of the Board of Directors if notice of the proposed alteration,
amendment, or repeal be contained in written notice of such special meeting.
Notwithstanding the foregoing, the amendment of any provision of these Bylaws
that requires an affirmative vote in excess of a majority of the Directors in
office shall require the affirmative vote of at least the number of directors
the affirmative vote of whom is required by such provision.

                  8.7 Certificate of Incorporation. Notwithstanding anything to
the contrary contained herein, if any provision contained in these Bylaws is
inconsistent with or conflicts with a provision of the Certificate of
Incorporation, such provision of these Bylaws shall be superseded by the
inconsistent provision in the Certificate of Incorporation to the extent
necessary to give effect to such provision in the Certificate of Incorporation.

EX-99.1

   1
                               Vineland Ltd., Inc.

                                      29.1

                         Certificate of Incorporation of

                               Vineland Ltd., Inc.

                              Filed August 28, 1990
   2
                          CERTIFICATE OF INCORPORATION

                                       OF

                               VINELAND LTD., INC.

         1. The name of the corporation is

                               VINELAND LTD., INC.

         2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

         3. The nature of the business or purposes to be conducted or promoted
is:

         To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

         4. The total number of common shares of stock which the corporation
shall have authority to issue is Two Thousand Five Hundred (2,500); all of such
shares shall be without par value.

         5A. The name and mailing address of each incorporator is as follows:



         NAME                              MAILING ADDRESS
         ----                              ---------------
                                        
         L. J. Vitalo                      Corporation Trust Center
                                           1209 Orange Street
                                           Wilmington, Delaware 19801

         M. A. Brzoska                     Corporation Trust Center
                                           1209 Orange Street
                                           Wilmington, Delaware 19801

         E. A. Jensen                      Corporation Trust Center
                                           1209 Orange Street
                                           Wilmington, Delaware 19801

   3
         5B. The name and mailing address of each person, who is to serve as a
director until the first annual meeting of the stockholders or until a successor
is elected and qualified, is as follows:



         NAME                              MAILING ADDRESS
         ----                              ---------------
                                        
         John R. Lilly                     1199 Black Horse Pike
                                           Egg Harbor Township, NJ 08215

         Brian A. Parent                   1199 Black Horse Pike
                                           Egg Harbor Township, NJ 08215

         Joseph G. Salomone                1199 Black Horse Pike
                                           Egg Harbor Township, NJ 08215


         6. The corporation is to have perpetual existence.

         7. In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized:

            To make, alter or repeal the by-laws of the corporation.

         8. Elections of directors need not be by written ballot unless the
by-laws of the corporation shall so provide.

         Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation.

         9. The corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation, in the manner now
or hereafter
   4
prescribed by statute, and all rights conferred upon stockholders herein are
granted subject to this reservation.

         10. A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived any improper
personal benefit.

         WE, THE UNDERSIGNED, being each of the incorporators hereinbefore
named, for the purpose of forming a corporation pursuant to the General
Corporation Law of the State of Delaware, do make this certificate, hereby
declaring and certifying that this is our act and deed and the facts herein
stated are true, and accordingly have hereunto set our hands this 24th day of
August, 1990.

                                            -------------------------------
                                            L. J. Vitalo


                                            -------------------------------
                                            M. A. Brzoska


                                            -------------------------------
                                            E. A. Jensen

EX-99.2

   1
                               Vineland Ltd., Inc.

                                      29.2

                                     Bylaws
   2
                                     BYLAWS
                                       OF
                               VINELAND LTD., INC.

1.       OFFICES.

         1.1 Offices. In addition to its registered office in the State of
Delaware, the Corporation shall have a corporate office in Wilmington, Delaware,
and such other offices, either within or without the State of Delaware, at such
locations as the Board of Directors may from time to time determine or the
business of the Corporation may require.

2.       SEAL.

         2.1 Seal. The Corporation shall have a seal, which shall have inscribed
thereon its name and year of incorporation and the words, "Corporate Seal
Delaware."

3.       MEETINGS OF STOCKHOLDERS.

         3.1 Annual Meetings. The annual meeting of stockholders of the
Corporation shall be held on such date, at such time and at such place within or
without the State of Delaware as shall be determined by the Board of Directors
from time to time.

         3.2 Special Meetings. Special meetings of the stockholders of the
Corporation shall be held on such date, at such time and at such place within or
without the State of Delaware as may be designated by the Chairman of the Board
or by the Board of Directors.

         3.3 Notice of Meetings. (a) Notices of meetings of stockholders shall
be in writing and shall state the place, date, and hour of the meeting, and, in
the case of a special meeting, the purpose or purposes for which a meeting is
called. No business other than that specified in the notice thereof shall be
transacted at any special meeting.

                  (b) Such notice shall either be delivered personally or
mailed, postage prepaid, to each stockholder entitled to vote at such meeting
not less than 10 nor more than 60 days before the date of the meeting. If
mailed, the notice shall be directed to the stockholder at his or her address as
it appears on the records of the Corporation. Personal delivery of any such
notice to any officer of a corporation or association or to any member of a
partnership shall constitute delivery of such notice to such corporation,
association, or partnership.

                  (c) Notice of any meeting of stockholders need not be given to
any stockholder if waived by such stockholder in writing, whether before or
after such meeting is held, or if such stockholder shall sign the minutes or
attend the meeting, except that if such stockholder attends a meeting for the
express purpose of objecting at the beginning of the
   3
meeting to the transaction of any business because the meeting is not lawfully
called or convened, such stockholder shall not be deemed to have waived notice
of such meeting.

         3.4 Adjourned Meetings. When a meeting is adjourned to another time or
place, unless otherwise provided by these Bylaws, notice need not be given of
the adjourned meeting if the time and place thereof are announced at the meeting
at which the adjournment is taken. At the adjourned meeting the stockholders may
transact any business that might have been transacted at the original meeting.
If an adjournment is for more than 30 days, or if after an adjournment, a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder entitled to vote at the meeting.

         3.5 Quorum and Adjournment. Except as otherwise provided by law, by the
Certificate of Incorporation of the Corporation, or by these Bylaws, the
presence, in person or by proxy, of the holders of a majority of the aggregate
voting power of the stock issued and outstanding, entitled to vote thereat,
shall constitute a quorum for the transaction of business at all meetings of
stockholders. If such majority shall not be present or represented at any
meeting of stockholders, the stockholders present, although less than a quorum,
shall have the power to adjourn the meeting.

         3.6 Vote Required. Except as otherwise provided by law or by the
Certificate of Incorporation:

                  (a) Directors shall be elected by a plurality of the votes
present in person or represented by proxy at a meeting of stockholders and
entitled to vote in the election of directors, and

                  (b) whenever any corporate action other than the election of
Directors is to be taken, it shall be authorized by a majority in voting power
of the shares present in person or by proxy at a meeting of stockholders and
entitled to vote on the subject matter.

         3.7 Manner of Voting. At each meeting of stockholders, each stockholder
having the right to vote shall be entitled to vote in person or by proxy.
Proxies need not be filed with the Secretary of the Corporation until the
meeting is called to order, but shall be filed before being voted. Each
stockholder shall be entitled to vote each share of stock having voting power
registered in his or her name on the books of the Corporation on the record date
fixed for determination of stockholders entitled to vote at such meeting.

         3.8 Stockholder Action Without a Meeting. Except as otherwise provided
by law or by the Certificate of Incorporation, any action required to be taken
at any meeting of stockholders of the corporation, or any action that may be
taken at any annual or special meeting of such stockholders, may be taken
without a meeting, without prior notice, and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a
   4
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing and who, if the action had been
taken at a meeting, would have been entitled to notice of the meeting if the
record date for such meeting had been the date that written consents signed by a
sufficient number of the holders to take the action were delivered to the
Corporation.

         3.9 Proxies. (a) At any meeting of stockholders, any stockholder may be
represented and vote by proxy or proxies appointed by a written form of proxy.
In the event that any form of proxy shall designate two or more persons to act
as proxies, a majority of such persons present at the meeting or, if only one
shall be present, then that one shall have and may exercise all of the powers
conferred by the form of proxy upon all of the persons so designated unless the
form of proxy shall otherwise provide.

                  (b) The Board of Directors may, in advance of any annual or
special meeting of the stockholders, prescribe additional regulations concerning
the manner of execution and filing of proxies and the validation of the same,
which are intended to be voted at any such meeting.

         3.10 Presiding Officer and Secretary. The Chairman of the Board shall
act as chairman of all meetings of the stockholders. In the absence of the
Chairman of the Board, the Vice Chairman of the Board or, in his or her absence,
the Chief Executive Officer or, in his or her absence, the President or, in his
or her absence, any Vice President designated by the Board of Directors shall
act as chairman of the meeting.

         The Secretary of the Corporation shall act as secretary of all meetings
of the stockholders, but, in the absence of the Secretary, the Assistant
Secretary designated in accordance with Section 5.11(b) of these Bylaws shall
act as secretary of all meetings of the stockholders, but in the absence of a
designated Assistant Secretary, the chairman of the meeting may appoint any
person to act as secretary of the meeting.

         3.11 Procedure. At each meeting of stockholders, the chairman of the
meeting shall fix and announce the date and time of the opening and the closing
of the polls for each matter upon which the stockholders will vote at the
meeting and shall determine the order of business and all other matters of
procedure. Except to the extent inconsistent with any such rules and regulations
as adopted by the Board of Directors, the chairman of the meeting may establish
rules, which need not be in writing, to maintain order and safety and for the
conduct of the meeting. Without limiting the foregoing, he or she may:

                  (a) restrict attendance at any time to bona fide stockholders
of record and their proxies and other persons in attendance at the invitation of
the chairman;

                  (b) restrict dissemination of solicitation materials and use
of audio or visual recording devices at the meeting;

                  (c) adjourn the meeting without a vote of the stockholders,
whether or not there is a quorum present; and
   5
                  (d) make rules governing speeches and debate, including time
limits and access to microphones.

The chairman of the meeting shall be entitled to act in his or her absolute
discretion and his or her rulings shall not be subject to appeal.

4.       DIRECTORS.

         4.1 Powers. The Board of Directors shall exercise all of the powers of
the Corporation except such as are by law, or by the Certificate of
Incorporation of this Corporation or by these Bylaws conferred upon or reserved
to the stockholders of any class or classes.

         4.2 Resignations. Any Director may resign at any time by giving written
notice to the Board of Directors or the Secretary. Such resignation shall take
effect at the date of receipt of such notice or at any later time specified
therein. Acceptance of such resignation shall not be necessary to make it
effective.

         4.3 Presiding Officer and Secretary. The Chairman of the Board shall
act as chairman of all meetings of the Board of Directors. In the absence of the
Chairman of the Board, the Vice Chairman of the Board, or in his absence, the
Chief Executive Officer or other person designated by the Board of Directors
shall act as chairman of the meeting.

                  The Secretary of the Corporation shall act as secretary of all
meetings of the Board of Directors, but, in the absence of the Secretary, the
Assistant Secretary designated in accordance with Section 5.11(b) of these
Bylaws shall act as secretary of all meetings of the Board of Directors, but in
the absence of a designated Assistant Secretary, the chairman of the meeting may
appoint any person to act as secretary of the meeting.

         4.4 Annual Meetings. The Board of Directors shall meet each year
immediately following the annual meeting of stockholders, at the place where
such meeting of stockholders has been held, or at such other place as shall be
fixed by the person presiding over the meeting of the stockholders, for the
purpose of election of officers and consideration of such other business as the
Board of Directors considers relevant to the management of the Corporation. In
the event that in any year Directors are elected by written consent in lieu of
an annual meeting of stockholders, the Board of Directors shall meet in such
year as soon as practicable after receipt of such written consent by the
Corporation at such time and place as shall be fixed by the Chairman of,the
Board, for the purpose of election of officers and consideration of such other
business as the Board of Directors considers relevant to the management of the
Corporation.

         4.5 Regular Meetings. Regular meetings of the Board of Directors shall
be held on such dates and at such times and places, within or without the state
of Delaware, as shall from time to time be determined by the Board of Directors.
In the absence of any such determination, such meetings shall be held at such
times and places, within or without the
   6
State of Delaware, as shall be designated by the Chairman of the Board on not
less than twelve hours notice to each Director, given verbally or in writing,
whether personally, by telephone (including by message or recording device), by
facsimile transmission, by telegram, or by telex, or on not less than three (3)
calendar days' notice to each Director given by mail.

         4.6 Special Meetings. Special meetings of the Board of Directors shall
be held at the call of the Chairman of the Board at such times and places,
within or without the State of Delaware, as he or she shall designate, on not
less than twelve hours notice to each Director, given verbally or in writing,
whether personally, by telephone (including by message or recording device), by
facsimile transmission, by telegram, or by telex, or on not less than three (3)
calendar days' notice to each Director given by mail. Special meetings shall be
called by the Secretary on like notice at the written request of a majority of
the Directors then in office.

         4.7 Quorum and Powers of a Majority. At all meetings of the Board of
Directors and of each committee thereof, a majority of the members shall be
necessary and sufficient to constitute a quorum for the transaction of business,
and the act of a majority of the members present at any meeting at which a
quorum is present shall be the act of the Board of Directors or such committee,
unless by express provision of law, of the Certificate of Incorporation, or of
these Bylaws, a different vote is required, in which case such express provision
shall govern and control. In the absence of a quorum, a majority of the members
present at any meeting may, without notice other than announcement at the
meeting, adjourn such meeting from time to time until a quorum is present.

         4.8 Waiver of Notice. Notice of any meeting of the Board of Directors,
or any committee thereof, need not be given to any member if waived by him or
her in writing, whether before or after such meeting is held, or if he or she
shall sign the minutes or attend the meeting, except that if such Director
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, then such Director shall not be deemed to have waived notice
of such meeting.

         4.9 Manner of Acting. (a) Members of the Board of Directors, or any
committee thereof, may participate in any meeting of the Board of Directors or
such committee by means of conference telephone or similar communications
equipment by means of which all persons participating therein can hear each
other, and participation in a meeting by such means shall constitute presence in
person at such meeting.

                  (b) Any action required or permitted to be taken at any
meeting of the Board of Directors or any committee thereof may be taken without
a meeting if all members of the Board of Directors or such committee, as the
case may be, consent thereto in writing, and the writings are filed with the
minutes of proceedings of the Board of Directors or such committee.

         4.10 Compensation. (a) The Board of Directors, by a resolution or
resolutions, may fix, and from time to time change, the compensation of
Directors.
   7
                  (b) Each Director shall be entitled to reimbursement from the
Corporation for his or her reasonable expenses incurred with respect to duties
as a member of the Board of Directors or any committee thereof.

                  (c) Nothing contained in these Bylaws shall be construed to
preclude any Director from serving the Corporation in any other capacity and
from receiving compensation from the Corporation for service rendered to it in
such other capacity.

         4.11 Committees. The Board of Directors (or any committee thereof
having the power and authority to do so) may designate one or more committees,
each committee to consist of one or more Directors, which to the extent provided
in said resolution or resolutions shall have and may exercise the powers and
authority of the Board of Directors in the management of the business and
affairs of the corporation; provided, however, that no such committee shall have
the power or authority in reference to the following matters: (i) approving or
adopting, or recommending to the stockholders, any action or matter expressly
required by the General Corporation Law of Delaware (the "GCLD") to be submitted
to stockholders for approval or (ii) adopting, amending, or repealing any bylaw
of the Corporation. The Board of Directors may designate one or more directors
as alternate members of any committee, who may replace any absent or
disqualified member of the committee. In the absence or disqualification of a
member of a committee, the member or members present at any meeting of such
committee and not disqualified from voting, whether or not such member of
members constitute a quorum, may unanimously appoint another member of the board
of directors to act at the meeting in place of such absent or disqualified
director.

         4.12 Committee Procedure, Limitations of Committee Powers. (a) Except
as otherwise provided by these Bylaws, each committee shall adopt its own rules
governing the time, place and method of holding its meetings and the conduct of
its proceedings and shall meet as provided by such rules or by resolution of the
Board of Directors. Unless otherwise provided by these Bylaws or any such rules
or resolutions, notice of the time and place of each meeting of a committee
shall be given to each member of such committee as provided in Section 4.6 of
these Bylaws with respect to notices of special meetings of the Board of
Directors.

                  (b) Each committee shall keep regular minutes of its
proceedings and report the same to the Board of Directors when required.

                  (c) Any member of any committee may be removed from such
committee either with or without cause, at any time, by the Board of Directors
at any meeting thereof. Any vacancy in any committee shall be filled by the
Board of Directors in the manner prescribed by the Certificate of Incorporation
or these Bylaws for the original appointment of the members of such committee.
   8
5.       OFFICERS.

         5.1 Number. (a) The officers of the Corporation shall include a Chief
Executive Officer, a President, one or more Vice Presidents (including one or
more Executive Vice Presidents and one or more Senior Vice Presidents if deemed
appropriate by the Board of Directors), a Secretary, a Treasurer, and a
Controller. The Board of Directors shall also elect a Chairman of the Board and
may elect a Vice Chairman of the Board. The Board of Directors may also elect
such other officers as the Board of Directors may from time to time deem
appropriate or necessary. Except for the Chairman of the Board, the Vice
Chairman of the Board, and the Chief Executive Officer, none of the officers of
the Corporation needs to be a director of the Corporation. Any two or more
offices may be held by the same person to the extent permitted by the GCLD.

                  (b) The Board of Directors may delegate to the Chief Executive
Officer or President the power to appoint one or more employees of the
Corporation as divisional or departmental vice presidents and fix the duties of
such appointees. However, no such divisional or departmental vice president
shall be considered as an officer of the Corporation, the officers of the
Corporation being limited to those officers elected by the Board of Directors.

         5.2 Election of Officers, Qualification and Term. The officers of the
Corporation shall be elected from time to time by the Board of Directors and,
except as may otherwise be expressly provided in a contract of employment duly
authorized by the Board of Directors, shall hold office at the pleasure of the
Board of Directors.

         5.3 Removal. Any officer elected by the Board of Directors may be
removed, either with or without cause, by the Board of Directors at any meeting
thereof, or to the extent delegated to the Chairman of the Board or the Chief
Executive Officer, by the Chairman of the Board or the Chief Executive Officer.

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

         5.5 Salaries. The salaries of all officers of the Corporation shall be
fixed by the Board of Directors from time to time, and no officer shall be
prevented from receiving such salary by reason of the fact that he or she is
also a Director of the Corporation.

         5.6 The Chairman of the Board. The Chairman of the Board shall have the
powers and duties customarily and usually associated with the office of the
Chairman of the Board. The Chairman of the Board shall preside at meetings of
the stockholders and of the Board of Directors.

         5.7 Vice Chairman of the Board. The Vice Chairman of the Board shall
   9
have the powers and duties customarily and usually associated with the office of
the Vice Chairman of the Board.

         5.8 Chief Executive Officer. The Chief Executive Officer shall have,
subject to the supervision, direction and control of the Board of Directors, the
general powers and duties of supervision, direction and management of the
affairs and business of the Corporation usually vested in the chief executive
officer of a corporation, including, without limitation, all powers necessary to
direct and control the organizational and reporting relationships within the
Corporation. If at any time the office of the Chairman of the Board and the Vice
Chairman of the Board shall not be filled, or in the event of the temporary
absence or disability of the Chairman of the Board and the Vice Chairman of the
Board, the Chief Executive Officer shall have the powers and duties of the
Chairman of the Board.

         5.9 The President. The President shall serve as chief operating officer
and shall have such other powers and perform such other duties as may be
delegated to him or her from time to time by the Board of Directors or the Chief
Executive Officer.

         5.10 The Vice Presidents. Each Vice President shall have such powers
and perform such duties as may from time to time be assigned to him or her by
the Board of Directors, the Chief Executive Officer, or the President.

         5.11 The Secretary and the Assistant Secretary. (a) The Secretary shall
attend meetings of the Board of Directors and meetings of the stockholders and
record all votes and minutes of all such proceedings in a book kept for such
purpose. He or she shall have all such further powers and duties as generally
are incident to the position of Secretary or as may from time to time be
assigned to him or her by the Board of Directors, the Chief Executive Officer,
or the President.

                  (b) Each Assistant Secretary shall have such powers and
perform such duties as may from time to time be assigned to him or her by the
Board of Directors, the Chief Executive Officer, the President, or the
Secretary. In case of the absence or disability of the Secretary, the Assistant
Secretary designated by the Chief Executive Officer (or, in the absence of such
designation, by the Secretary) shall perform the duties and exercise the powers
of the Secretary.

         5.12 The Treasurer and the Assistant Treasurer. (a) The Treasurer shall
have custody of the Corporation's funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit or cause to be deposited moneys or other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board of Directors. The Treasurer shall also maintain
adequate records of all assets, liabilities, and transactions of the Corporation
and shall see that adequate audits thereof are currently and regularly made. The
Treasurer shall have such other powers and perform such other duties that
generally are incident to the position of Treasurer or as may from time to time
be assigned to him or her by the Board of Directors, the Chief Executive
Officer, or the President.
   10
                   (b) Each Assistant Treasurer shall have such powers and
perform such duties as may from time to time be assigned to him or her by the
Board of Directors, the Chief Executive Officer, the President, or the
Treasurer. In case of the absence or disability of the Treasurer, the Assistant
Treasurer designated by the Chief Executive Officer (or, in the absence of such
designation, by the Treasurer) shall perform the duties and exercise the powers
of the Treasurer.

            5.13 Controller. The Controller shall be responsible for maintaining
the accounting records and statements, and shall properly account for all monies
and obligations due the Corporation and all properties, assets, and liabilities
of the Corporation. The Controller shall render to the Chairman of the Board or
the President such periodic reports covering the results of operations of the
Corporation as may be required by either of them or by law.

6.       STOCK

         6.1 Certificates. Certificates for shares of stock of the Corporation
shall be issued under the seal of the Corporation, or a facsimile thereof, and
shall be numbered and shall be entered in the books of the Corporation as they
are issued. Each certificate shall bear a serial number, shall exhibit the
holder's name and the number of shares evidenced thereby, and shall be signed by
the Chairman of the Board or a Vice Chairman, if any, or the Chief Executive
Officer or the President or any Vice President, and by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer. Any or all of
the signatures on the certificate may be a facsimile. In case any officer,
transfer agent, or registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer, transfer
agent, or registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if such person or entity were such officer,
transfer agent, or registrar at the date of issue.

         6.2 Transfers. Transfers of stock of the Corporation shall be made on
the books of the Corporation only upon surrender to the Corporation of a
certificate (if any) for the shares duly endorsed or accompanied by proper
evidence of succession, assignment, or authority to transfer, provided such
succession, assignment, or transfer is not prohibited by the Certificate of
Incorporation, these Bylaws, applicable law or contract. Thereupon, the
Corporation shall issue a new certificate (if requested) to the person entitled
thereto, cancel the old certificate (if any), and record the transaction upon
its books.

         6.3 Lost, Stolen, or Destroyed Certificates. Any person claiming a
certificate of stock to be lost, stolen, or destroyed shall make an affidavit or
an affirmation of that fact, and shall give the Corporation a bond of indemnity
in satisfactory form and with one or more satisfactory sureties, whereupon a new
certificate (if requested) may be issued of the same tenor and for the same
number of shares as the one alleged to be lost, stolen, or destroyed.

         6.4 Registered Stockholders. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares as the person
   11
entitled to exercise the rights of a stockholder and shall not be bound to
recognize any equitable or other claim to or interest in any such shares on the
part of any other person, whether or not it shall have express or other notice
thereof, except as otherwise expressly provided by the GCLD.

         6.5 Additional Powers of the Board. (a) In addition to those powers set
forth in Section 4. 1, the Board of Directors shall have power and authority to
make all such rules and regulations as it shall deem expedient concerning the
issue, transfer, and registration of certificates for shares of stock of the
Corporation, including the use of uncertificated shares of stock subject to the
provisions of the GCLD.

                  (b) The Board of Directors may appoint and remove transfer
agents and registrars of transfers, and may require all stock certificates to
bear the signature of any such transfer agent and/or any such registrar of
transfers.

7.       INDEMNIFICATION

         7.1 Each person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, or investigative (hereinafter a
"proceeding"), by reason of the fact that he or she, or the person of whom he or
she is the legal representative, 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, employee, or agent of another corporation or of a
partnership, joint venture, trust, or other enterprise, including service with
respect to employee benefit plans, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the GCLD, 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 said law permitted the Corporation to provide prior
to such amendment), against all expenses, liability, and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties, and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such person
in connection therewith and such indemnification shall continue as to a person
who has ceased to be a director, officer, employee, or agent and shall inure to
the benefit of his or her heirs, executors, and administrators; provided,
however, that, except as provided in this Article 7, the Corporation shall
indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if authorized by the
Board of Directors of the Corporation. Any indemnification under this Article 7
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee, or agent is proper in the circumstances because he or she has
met the applicable standard set forth in the GCLD. Such a determination shall be
made (a) by a majority vote of the directors who are not parties to such action,
suit or proceeding, even though less than a quorum; (b) by a committee of such
directors designated by majority vote of such directors, even though less than a
quorum; (c) by independent legal counsel (compensated by the Corporation) in a
written opinion; (d) by the stockholders; or (e) in any other manner permitted
by the GCLD. In addition to the right to indemnification conferred in this
Article 7, each of the above persons shall have the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in advance of
   12
its final disposition; provided, however, that, if the GCLD requires, the
payment of such expenses incurred by a present director or officer in his or her
capacity as a director or officer of the corporation (and not in any other
capacity in which service was or is rendered by such person while a director or
officer, including, without limitation, service to an employee benefit plan) in
advance of the final disposition of a proceeding, shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of such present
director or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Article 7 or otherwise. The Corporation may, by any manner permitted by the
GCLD, provide indemnification and advancement of expenses to employees and
agents of the Corporation with the same scope and effect as the foregoing
indemnification of directors and officers. The right to indemnification and to
an advancement of expenses conferred in this Article 7 shall be a contract
right.

         7.2 If a claim under Section 7.1 of this Article 7 is not paid in full
by the Corporation within 30 days after a written claim has been received by the
Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim (including attorneys' fees). It shall be a defense to any
such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the standard of conduct which makes
it permissible under the GCLD for the Corporation to indemnify the claimant for
the amount claimed, but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors, a committee thereof, independent legal counsel, or its stockholders)
to have made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because he or she
has met the applicable standard of conduct set forth in the GCLD, nor an actual
determination by the Corporation (including its Board of Directors, a committee
thereof, independent legal counsel, or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct. In any suit brought by the claimant to enforce a right to
indemnification or to an advancement of expenses hereunder, or brought by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the burden of proving that the claimant is not entitled to be
indemnified, or to such advancement of expenses, under this Article 7 or
otherwise shall be on the Corporation.

         7.3 The rights to indemnification and the payment of expenses incurred
in defending a proceeding in advance of its final disposition conferred in this
Article 7, shall not be exclusive of any other right that any person may have or
hereafter acquire under any statute, provision of the certificate of
incorporation of the Corporation, this bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.


         7.4 The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee, or agent of the Corporation or
another corporation,
   13
partnership, joint venture, trust, or other enterprise against any such 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 GCLD.

         7.5 The Corporation may enter into an indemnity agreement with any
director, officer, employee, or agent of the Corporation, or of another
corporation, partnership, joint venture, trust, or other enterprise, upon terms
and conditions that the Board of Directors deems appropriate, as long as the
provisions of the agreement are not impermissible under applicable law.

         7.6 Any amendment or repeal of this Article 7 shall not be retroactive
in effect.

         7.7 In case any provision in this Article 7 shall be determined at any
time to be unenforceable in any respect, the other provisions shall not in any
way be affected or impaired thereby, and the affected provision shall be given
the fullest possible enforcement in the circumstances, it being the intention of
the Corporation to afford indemnification and advancement of expenses to the
persons indemnified hereby to the fullest extent permitted by law.

         7.8 The Corporation may, by action of the Board of Directors, authorize
one or more officers to grant rights to indemnification and advancement of
expenses to former directors and officers or to other employees or agents of the
Corporation on such terms and conditions as such officer or officers deem
appropriate under the circumstances.


8.       MISCELLANEOUS

         8.1 Place and Inspection of Books. (a) The books of the Corporation
other than such books as are required by law to be kept within the State of
Delaware shall be kept in such place or places either within or without the
State of Delaware as the Board of Directors may from time to time determine.

                  (b) At least ten days before each meeting of stockholders, the
officer in charge of the stock ledger of the Corporation shall prepare a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order and showing the address of each stockholder and the number 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 ten 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
specified, at the place where the meeting is to be held. The 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.

                  (c)   The Board of Directors shall determine from time to time
   14
whether and, if allowed, when and under what conditions and regulations the
accounts and books of the Corporation (except such as may be by law specifically
open to inspection or as otherwise provided by these Bylaws) or any of them
shall be open to the inspection of the stockholders and the stockholders' rights
in respect thereof.

         8.2 Voting Shares in Other Corporations. The Chief Executive Officer,
the President, or any other officer of the Corporation designated by the Board
of Directors may vote any and all shares held by the Corporation in any other
corporation.

         8.3 Fiscal Year. The fiscal year of the Corporation shall be such
fiscal year as the Board of Directors from time to time by resolution shall
determine.

         8.4 Gender/Number. As used in these Bylaws, the masculine, feminine, or
neuter gender, and the singular or plural number, shall each include the others
whenever the context so indicates.

         8.5 Paragraph Titles. The titles of the paragraphs have been inserted
as a matter of reference only and shall not control or affect the meaning or
construction of any of the terms and provisions hereof.

         8.6 Amendment. These Bylaws may be altered, amended, or repealed by (a)
the affirmative vote of 80% or more of the aggregate number of votes that the
holders of the then outstanding shares of common stock and preferred stock are
entitled to cast on the amendment, or (b) by resolution adopted by the
affirmative vote of not less than a majority of the Directors in office, at any
annual or regular meeting of the Board of Directors or at any special meeting of
the Board of Directors if notice of the proposed alteration, amendment, or
repeal be contained in written notice of such special meeting. Notwithstanding
the foregoing, the amendment of any provision of these Bylaws that requires an
affirmative vote in excess of a majority of the Directors in office shall
require the affirmative vote of at least the number of directors the affirmative
vote of whom is required by such provision.

         8.7 Certificate of Incorporation. Notwithstanding anything to the
contrary contained herein, if any provision contained in these Bylaws is
inconsistent with or conflicts with a provision of the Certificate of
Incorporation, such provision of these Bylaws shall be superseded by the
inconsistent provision in the Certificate of Incorporation to the extent
necessary to give effect to such provision in the Certificate of Incorporation.

EX-99.3

   1
                               Pedrick Gen., Inc.

                                      30.1

                     Certificate of Incorporation of Pedrick
                                   Gen., Inc.
                               Filed July 28, 1989
   2
                          CERTIFICATE OF INCORPORATION
                                       OF
                               PEDRICK GEN., INC.

      The undersigned, in order to form a corporation for the purpose so
hereinafter stated, under and pursuant to the provisions of the New Jersey
Business Corporation Act, hereby certifies that:

      I.    The name of the corporation is PEDRICK GEN., INC.

      II.   The purpose for which this corporation is organized is to
engage in any activity for which corporations may be organized under the New
Jersey Business Corporation Act, as same may from time to time be amended or
supplemented.

      III. The total number of shares of stock that the Corporation is
authorized to issue is two thousand five hundred (2,500) shares of Stock, with
no par value.

      IV. The initial registered office of the Corporation shall be located at
1199 Black Horse Pike in the Township of Egg Harbor, County of Atlantic, State
of New Jersey and the name of the initial registered agent.of the Corporation at
such location is John R. Lilly.

      V. There shall be three (3) Directors constituting the first Board of
Directors. The name and address of each person who is to serve as an initial
Director of the Corporation is an follows:

            Name                          Address
            ----                          -------

            John R. Lilly                 1199 Black Horse Pike
                                          Egg Harbor Township, New Jersey

            Brian A. Parent               1199 Black Horse Pike
                                          Egg Harbor Township, New Jersey
   3
            Joseph G. Salomone            1199 Black Horse Pike
                                          Egg Harbor Township, New Jersey

            The above-named persons shall serve on the Board of Directors of the
Corporation until the first annual meeting of the shareholders of the
Corporation and until their successors are duly elected and qualified.

      VI. A person who is or shall hereafter become a Director or an officer of
the Corporation shall not be personally liable to the Corporation or its
shareholders for damages for breach of any duty owed to the corporation or its
stockholders, except that this Article shall not relieve such person from
liability for any breach of duty based upon an act or omission (a) in breach of
such person's a duty of loyalty to the Corporation or its shareholders, (b) not
in good faith or involving a knowing violation of law or (c) resulting in
receipt by such person of an improper personal benefit. Any modification,
repeal, or suppression of this Article shall not adversely affect any right or
protection of any such person for or with respect to any act or omission
occurring prior to the time of such modification, repeal or suppression.

      VII. The name and address of the incorporator is Atlantic Generation,
Inc., 1199 Black Horse Pike, Egg Harbor Township, New Jersey.

      IN WITNESS WHEREOF, the undersigned, the incorporator of the above-named
corporation, has duly executed this certificate of Incorporation on July 27,
1989.

ATTEST:                                   ATLANTIC GENERATION, INC.


- ----------------------------------        ----------------------------------
                                          JOHN R. LILLY, President
(Seal)

EX-99.4

   1
                               Pedrick Gen., Inc.

                                      30.2

                                     Bylaws
   2
                               PEDRICK GEN., INC.

                                     BY-LAWS


                                    ARTICLE I

                             MEETING OF SHAREHOLDERS

      SECTION 1. Annual Meetings. The annual meeting of the shareholders to
elect a Board of Directors and to transact such other business as may properly
come before the meeting shall be held at such place, within or without the State
of New Jersey, as may be fixed by the Board of Directors and stated in the
notice of meeting, on the Thursday following the fourth Wednesday in April in
each year, at 12:30 p.m. or at such other hour or on such other day stated in
the notice of meeting as the Directors shall determine.

      SECTION 2. Special Meetings. Special meetings of the shareholders of the
Corporation shall be held at such place, within or without the State of New
Jersey, as may be fixed by the Board of Directors and stated in the notice of
meeting, and shall be called by the Chairman of the Board, the President or
Secretary upon direction of the Board of Directors.

      SECTION 3. Notice. The Secretary or officer performing his duties shall
give notice of every shareholders, meeting to each shareholder of record on the
books of the Corporation entitled to vote at such meeting, by mailing written
notice to such shareholders' address appearing on the stock books of the
Corporation at least ten and not more than sixty days before the date of such
meeting.

      SECTION 4. Officer to Preside. Meetings of the shareholders shall be
presided over by the Chairman of the Board, or in his absence, by the President,
or if neither of these officers is present, by a Chairman to be elected at the
meeting. The Secretary of the Corporation shall act as Secretary of such
meetings, when present; otherwise a secretary shall be chosen at the meeting.

      SECTION 5. Inspectors. As soon as may be practicable after their election
in each year, the Board of Directors may appoint two inspectors of shareholders'
votes and elections, to serve until the final adjournment of the next annual
shareholders' meeting. If they fail to make such appointment, or if their
appointees or either of them fails to appear at any meeting of shareholders, the
Chairman or other person presiding at the meeting may appoint inspectors or an
inspector to serve with the one appearing for that meeting.
   3
                                   ARTICLE II
                                    DIRECTORS

      SECTION 1. Number of Directors. The Board of Directors shall consist of
such number of directors, not less than three nor more than twelve, as shall be
fixed from time to time by the Board of Directors.

      SECTION 2. Vacancies. Vacancies on the Board of Directors, including
vacancies caused by reason of an increase in the number of directors, may be
filled until the next shareholders, election only by a vote of a majority of all
the directors in office. However, if only two directors remain and are able to
meet at a meeting duly called for the purpose, then by the action of those two
at such a meeting, or if only one director remains, by the act of that director,
additional duly qualified directors shall be elected so that there are at least
three directors holding office until the next annual meeting of shareholders and
until their successors shall be duly elected and shall qualify.

      SECTION 3. Quorum.  A majority of directors holding office at the time of
any meeting shall constitute a quorum.

      SECTION 4. Chairman and Committees. The Board of Directors shall elect a
Chairman of the Board from among their own number and the Board may also elect
an Assistant Chairman of the Board from among their own number. Meetings of the
Board shall be presided over by the Chairman of the Board, or if he be absent,
by the Assistant Chairman, if there be one, or if the Chairman and Assistant
Chairman, if there be one, are absent, by the President, or if none of these
persons are present, by a Chairman to be elected at the meeting. The person
serving as Chairman of the meeting shall determine the agenda and decide all
rules of order and practice at all meetings over which he presides. The
Chairman, and the Assistant Chairman, if there be one, may be replaced at any
time by a vote of a majority of all the directors in office. The Board of
Directors, by a majority vote, may appoint from time to time from among their
own number an executive committee and such other committees having such powers
as shall be designated in the respective resolutions applicable thereto.

      SECTION 5. Meetings. Meetings of the Board of Directors shall be held upon
the order of the Board, the Chairman of the Board, the Assistant Chairman of the
Board, if there be one, the President, or two directors. The Secretary or
officer performing his duties shall give reasonable notice of all meetings to
each director, but no notice need be given of the meeting, immediately after the
annual meeting of shareholders, at the same place, or of any other regular
meetings held at times fixed by resolution of the Board. Meetings of the Board
of Directors may be held within or without the State of New Jersey.
   4
                                   ARTICLE III
                                    OFFICERS

      The Board of Directors shall elect, as officers of the Corporation, a
President, who shall at the time of such election be a director of the
Corporation, a Secretary, and a Treasurer, and may elect one or more Vice
Presidents and such other officers as may be deemed useful. The chief executive
officer of the Corporation shall be the officer designated from time to time by
the Board as the chief executive officer. Any two or more offices may be filled
by the same person. All officers shall be chosen by the Board of Directors and
any officer may be removed from office at any time by a vote of majority of all
the directors in office. The several officers of the Corporation shall exercise
the usual powers and duties pertaining to their respective offices, subject to
such limitations as may be adopted by resolutions of the Board, and shall
exercise such other powers and duties as the Board of Directors may from time to
time determine.


                                   ARTICLE IV
                            RECORD DATE FOR PAYMENTS

      The Board of Directors of the Corporation shall have power by resolution
to Close the stock transfer books of the Corporation for a period not exceeding
fifty days preceding the date of any meeting of shareholders or the date for
payment of any dividend, or the date for the allotment of rights, or the date
when any change or conversion or exchange of capital stock shall go into effect,
provided, however, in lieu of closing the stock transfer books as aforesaid, the
Board of Directors of the Corporation may by resolution fix in advance a date
not exceeding fifty days preceding the date of any meeting of shareholders or
the date for the payment of any dividend, or the date for the allotment of
rights, or the date when any change or conversion or exchange of capital stock
shall go into effect, as a record date for the determination of the shareholders
entitled to notice of and to vote at any such meeting or entitled to receive
payment of any such dividend, or any such allotment of rights, or to exercise
rights in respect of such change, conversion or exchange of capital stock, and
in such case only shareholders of record on the date so fixed shall be entitled
to such notice of, and to vote at, such meeting, or to receive payment of such
dividend, or allotment of rights, or exercise of such rights, as the case may
be, and notwithstanding any transfer of any stock on the books of the
Corporation after any such record date fixed as aforesaid.
   5
                                    ARTICLE V
                               STOCK CERTIFICATES

        The Board of Directors of the Corporation may authorize the issuance of
  duplicate stock certificates to replace stock certificates lost, stolen or
  destroyed, upon such terms and conditions as it may by resolution prescribe.


                                   ARTICLE VI
                                 INDEMNIFICATION

      The Corporation shall indemnify its directors, officers and employees and
may indemnify each other "corporate agent", as defined in R.S. 14A:3-5(l)(a) of
the New Jersey Business Corporation Act, and each other person whom the
Corporation may indemnify under the indemnification provisions of the New Jersey
Business Corporation Act, as in effect on January 1, 1986 or as thereafter
amended, to the full extent permissible under and consistent with such
provisions. The right of indemnification provided in these By-Laws shall not be
deemed exclusive of any other right to which said directors, officers or other
persons may be entitled apart from these By-Laws.

                                   ARTICLE VII
                                    AMENDMENT

      These By-Laws may be amended or added to at any meeting of the Board of
Directors by an affirmative vote of a majority of all the directors, if notice
of the proposed change has been sent to all the directors ten days before the
meeting, or if all the directors are present, or if those not present assent in
writing to such a change.

EX-99.5

   1
                            Binghamton Limited, Inc.

                                      27.1

                         Certificate of Incorporation of
                            Binghamton Limited, Inc.
                                Filed May 2, 1990
   2
                          CERTIFICATE OF INCORPORATION
                                       OF
                            BINGHAMTON LIMITED, INC.

                  1. The name of the corporation is

                            BINGHAMTON LIMITED, INC.

                  2. The address of its registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of its registered agent at such
address is The Corporation Trust Company.

                  3. The nature of the business or purposes to be conducted or
promoted is: To engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of Delaware.

                  4. The total number of common shares of stock which the
corporation shall have authority to issue is Two Thousand Five Hundred (2,500);
all of such shares shall be without par value.

                  5A. The name and mailing address of each incorporator is as
follows:


                  NAME                         MAILING ADDRESS
                  ----                         ---------------
           D. A. Hampton                       Corporation Trust Center
                                               1209 Orange Street
                                               Wilmington, Delaware 19801

           M. A. Brzoska                       Corporation Trust Center
                                               1209 Orange Street
                                               Wilmington, Delaware 19801

           L. J. Vitalo                        Corporation Trust Center
                                               1209 Orange Street
                                               Wilmington, Delaware 19801
   3
                  5B. The name and mailing address of each person who is to
serve as a director until the first annual meeting of the stockholders or until
a successor is elected and qualified, is as follows:

                  NAME                         MAILING ADDRESS
                  ----                         ---------------
           John P. Lilly                       1199 Black Horse Pike
                                               Egg Harbor Township, NJ 08215

           Brian A. Parent                     1199 Black Horse Pike
                                               Egg Harbor Township, NJ 08215

           Joseph G. Salomone                  1199 Black Horse Pike
                                               Egg Harbor Township, NJ 08215

                  6. The corporation is to have perpetual existence

                  7. In furtherance and not in limitation of the powers
conferred by statute, the board of directors is expressly authorized:

                  To make, alter or repeal the by-laws of the corporation.

                  8. Elections of directors need not be by written ballot unless
the by-laws of the corporation shall so provide.

                  Meetings of stockholders may be held within or without the
State of Delaware, as the by-laws may provide. The books of the corporation may
be kept (subject to any provision contained in the statutes) outside the State
of Delaware at such place or places as may be designated from time to time by
the board of directors or in the by-laws of the corporation.

                  9. The corporation reserves the right to amend, alter, change
or repeal any provision contained in this certificate of incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

                  10. A director of the corporation shall not be personally
liable to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its
   4
stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived any improper personal benefit.

      11. This certificate of incorporation shall be effective on May 7, 1990.

                WE, THE UNDERSIGNED, being each of the incorporators
hereinbefore named, for the purpose of forming a corporation pursuant to the
General Corporation Law of the State of Delaware, do make this certificate,
hereby declaring and certifying that this is our act and deed and the facts
herein stated are true, and accordingly have hereunto set our hands this lst day
of May, 1990.


                                                       D. A. Hampton
                                                 -------------------------------
                                                       D. A. Hampton

                                                       M. A. Brzoska
                                                 -------------------------------
                                                       M. A. Brzoska

                                                       L. J. Vitalo
                                                 -------------------------------
                                                       L. J. Vitalo

EX-99.6

   1
                            Binghamton Limited, Inc.

                                      27.2

                                     Bylaws
   2
                                     BYLAWS
                                       OF
                            BINGHAMTON LIMITED, INC.

1.                OFFICES.

                  1.1 Offices. In addition to its registered office in the State
of Delaware, the Corporation shall have a corporate office in Wilmington,
Delaware, and such other offices, either within or without the State of
Delaware, at such locations as the Board of Directors may from time to time
determine or the business of the Corporation may require.

2.                SEAL.

                  2.1 Seal. The Corporation shall have a seal, which shall have
inscribed thereon its name and year of incorporation and the words, "Corporate
Seal Delaware.

3.                MEETINGS OF STOCKHOLDERS.

                  3.1 Annual Meetings. The annual meeting of stockholders of the
Corporation shall be held on such date, at such time and at such place within or
without the State of Delaware as shall be determined by the Board of Directors
from time to time.

                  3.2 Special Meetings. Special meetings of the stockholders of
the Corporation shall be held on such date, at such time and at such place
within or without the State of Delaware as may be designated by the Chairman of
the Board or by the Board of Directors.

                  3.3 Notice of Meetings. (a) Notices of meetings of
stockholders shall be in writing and shall state the place, date, and hour of
the meeting, and, in the case of a special meeting, the purpose or purposes for
which a meeting is called. No business other than that specified in the notice
thereof shall be transacted at any special meeting.

                           (b)      Such notice shall either be delivered
personally or mailed, postage prepaid, to each stockholder entitled to vote at
such meeting not less than 10 nor more than 60 days before the date of the
meeting. If mailed, the notice shall be directed to the stockholder at his or
her address as it appears on the records of the Corporation. Personal delivery
of any such notice to any officer of a corporation or association or to any
member of a partnership shall constitute delivery of such notice to such
corporation, association, or partnership.

                           (c)      Notice of any meeting of stockholders need
not be given to any stockholder if waived by such stockholder in writing,
whether before or after such meeting is held, or if such stockholder shall sign
the minutes or attend the meeting, except that if such stockholder attends a
meeting for the express purpose of objecting at the beginning of the
   3
meeting to the transaction of any business because the meeting is not lawfully
called or convened, such stockholder shall not be deemed to have waived notice
of such meeting.

                  3.4      Adjourned Meetings. When a meeting is adjourned to
another time or place, unless otherwise provided by these Bylaws, notice need
not be given of the adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken. At the adjourned
meeting the stockholders may transact any business that might have been
transacted at the original meeting. If an adjournment is for more than 30 days,
or if after an adjournment, a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder
entitled to vote at the meeting.

                  3.5      Quorum and Adjournment. Except as otherwise provided
by law, by the Certificate of Incorporation of the Corporation, or by these
Bylaws, the presence, in person or by proxy, of the holders of a majority of the
aggregate voting power of the stock issued and outstanding, entitled to vote
thereat, shall constitute a quorum for the transaction of business at all
meetings of stockholders. If such majority shall not be present or represented
at any meeting of stockholders, the stockholders present, although less than a
quorum, shall have the power to adjourn the meeting.

                  3.6      Vote Required.  Except as otherwise provided by law
or by the Certificate of Incorporation:

                           (a)      Directors shall be elected by a plurality of
the votes present in person or represented by proxy at a meeting of stockholders
and entitled to vote in the election of directors, and

                           (b)      whenever any corporate action other than the
election of Directors is to be taken, it shall be authorized by a majority in
voting power of the shares present in person or by proxy at a meeting of
stockholders and entitled to vote on the subject matter.

                  3.7      Manner of Voting. At each meeting of stockholders,
each stockholder having the right to vote shall be entitled to vote in person or
by proxy. Proxies need not be filed with the Secretary of the Corporation until
the meeting is called to order, but shall be filed before being voted. Each
stockholder shall be entitled to vote each share of stock having voting power
registered in his or her name on the books of the Corporation on the record date
fixed for determination of stockholders entitled to vote at such meeting.

                  3.8      Stockholder Action Without a Mee Except as otherwise
provided by law or by the Certificate of Incorporation, any action required to
be taken at any meeting of stockholders of the corporation, or any action that
may be taken at any annual or special meeting of such stockholders, may be taken
without a meeting, without prior notice, and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a
   4
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing and who, if the action had been
taken at a meeting, would have been entitled to notice of the meeting if the
record date for such meeting had been the date that written consents signed by a
sufficient number of the holders to take the action were delivered to the
Corporation.

                  3.9 Proxies. (a) At any meeting of stockholders, any
stockholder may be represented and vote by proxy or proxies appointed by a
written form of proxy. In the event that any form of proxy shall designate two
or more persons to act as proxies, a majority of such persons present at the
meeting or, if only one shall be present, then that one shall have and may
exercise all of the powers conferred by the form of proxy upon all of the
persons so designated unless the form of proxy shall otherwise provide.

                           (b)      The Board of Directors may, in advance of
any annual or special meeting of the stockholders, prescribe additional
regulations concerning the manner of execution and filing of proxies and the
validation of the same, which are intended to be voted at any such meeting.

                  3.10 Presiding Officer and Secretary. The Chairman of the
Board shall act as chair-man of all meetings of the stockholders. In the absence
of the Chairman of the Board, the Vice Chairman of the Board or, in his or her
absence, the Chief Executive Officer or, in his or her absence, the President
or, in his or her absence, any Vice President designated by the Board of
Directors shall act as chairman of the meeting.

                The Secretary of the Corporation shall act as secretary of all
meetings of the stockholders, but, in the absence of the Secretary, the
Assistant Secretary designated in accordance with Section 5.11 (b) of these
Bylaws shall act as secretary of all meetings of the stockholders, but in the
absence of a designated Assistant Secretary, the chairman of the meeting may
appoint any person to act as secretary of the meeting.

                  3.11 Procedure. At each meeting of stockholders, the chairman
of the meeting shall fix and announce the date and time of the opening and the
closing of the polls for each matter upon which the stockholders will vote at
the meeting and shall determine the order of business and all other matters of
procedure. Except to the extent inconsistent with any such rules and regulations
as adopted by the Board of Directors, the chairman of the meeting may establish
rules, which need not be in writing, to maintain order and safety and for the
conduct of the meeting. Without limiting the foregoing, he or she may:

                           (a)      restrict attendance at any time to bona fide
stockholders of record and their proxies and other persons in attendance at the
invitation of the chairman;

                           (b)      restrict dissemination of solicitation
materials and use of audio or visual recording devices at the meeting;

                           (c)      adjourn the meeting without a vote of the
stockholders, whether or not there is a quorum present; and
   5
                           (d)      make rules governing speeches and debate,
including time limits and access to microphones.

The chairman of the meeting shall be entitled to act in his or her absolute
discretion and his or her rulings shall not be subject to appeal.

4.                DIRECTORS.

                  4.1      Powers. The Board of Directors shall exercise all of
the powers of the Corporation except such as are by law, or by the Certificate
of Incorporation of this Corporation or by these Bylaws conferred upon or
reserved to the stockholders of any class or classes.

                  4.2      Resignations. Any Director may resign at any time by
giving written notice to the Board of Directors or the Secretary. Such
resignation shall take effect at the date of receipt of such notice or at any
later time specified therein. Acceptance of such resignation shall not be
necessary to make it effective.

                  4.3      Presiding Officer and Secretary. The Chairman of the
Board shall act as chairman of all meetings of the Board of Directors. In the
absence of the Chairman of the Board, the Vice Chairman of the Board, or in his
absence, the Chief Executive Officer or other person designated by the Board of
Directors shall act as chairman of the meeting.

                           The Secretary of the Corporation shall act as
secretary of all meetings of the Board of Directors, but, in the absence of the
Secretary, the Assistant Secretary designated in accordance with Section 5.11
(b) of these Bylaws shall act as secretary of all meetings of the Board of
Directors, but in the absence of a designated Assistant Secretary, the chairman
of the meeting may appoint any person to act as secretary of the meeting.

                  4.4      Annual Meetings. The Board of Directors shall meet
each year immediately following the annual meeting of stockholders, at the place
where such meeting of stockholders has been held, or at such other place as
shall be fixed by the person presiding over the meeting of the stockholders, for
the purpose of election of officers and consideration of such other business as
the Board of Directors considers relevant to the management of the Corporation.
In the event that in any year Directors are elected by written consent in lieu
of an annual meeting of stockholders, the Board of Directors shall meet in such
year as soon as practicable after receipt of such written consent by the
Corporation at such time and place as shall be fixed by the Chairman of the
Board, for the purpose of election of officers and consideration of such other
business as the Board of Directors considers relevant to the management of the
Corporation.

                  4.5      Regular Meetings. Regular meetings of the Board of
Directors shall be held on such dates and at such times and places, within or
without the state of Delaware, as shall from time to time be determined by the
Board of Directors. In the absence of any such determination, such meetings
shall be held at such times and places, within or without the
   6
State of Delaware, as shall be designated by the Chairman of the Board on not
less than twelve hours notice to each Director, given verbally or in writing,
whether personally, by telephone (including by message or recording device), by
facsimile transmission, by telegram, or by telex, or on not less than three (3)
calendar days' notice to each Director given by mail.

                  4.6      Special Meetings. Special meetings of the Board of
Directors shall be held at the call of the Chairman of the Board at such times
and places, within or without the State of Delaware, as he or she shall
designate, on not less than twelve hours notice to each Director, given verbally
or in writing, whether personally, by telephone (including by message or
recording device), by facsimile transmission, by telegram, or by telex, or on
not less than three (3) calendar days' notice to each Director given by mail.
Special meetings shall be called by the Secretary on like notice at the written
request of a majority of the Directors then in office.

                  4.7      Quorum and Powers of a Majority. At all meetings of
the Board of Directors and of each committee thereof, a majority of the members
shall be necessary and sufficient to constitute a quorum for the transaction of
business, and the act of a majority of the members present at any meeting at
which a quorum is present shall be the act of the Board of Directors or such
committee, unless by express provision of law, of the Certificate of
Incorporation, or of these Bylaws, a different vote is required, in which case
such express provision shall govern and control. In the absence of a quorum, a
majority of the members present at any meeting may, without notice other than
announcement at the meeting, adjourn such meeting from time to time until a
quorum is present.

                  4.8      Waiver of Notice. Notice of any meeting of the Board
of Directors, or any committee thereof, need not be given to any member if
waived by him or her in writing, whether before or after such meeting is held,
or if he or she shall sign the minutes or attend the meeting, except that if
such Director 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, then such Director shall not be deemed to
have waived notice of such meeting.

                  4.9      Manner of Acting. (a) Members of the Board of
Directors, or any committee thereof, may participate in any meeting of the Board
of Directors or such committee by means of conference telephone or similar
communications equipment by means of which all persons participating therein can
hear each other, and participation in a meeting by such means shall constitute
presence in person at such meeting.

                           (b)      Any action required or permitted to be taken
at any meeting of the Board of Directors or any committee thereof may be taken
without a meeting if all members of the Board of Directors or such committee, as
the case may be, consent thereto in writing, and the writings are filed with the
minutes of proceedings of the Board of Directors or such committee.

                  4.10     Compensation. (a) The Board of Directors, by a
resolution or resolutions, may fix, and from time to time change, the
compensation of Directors.
   7
                           (b)      Each Director shall be entitled to
reimbursement from the Corporation for his or her reasonable expenses incurred
with respect to duties as a member of the Board of Directors or any committee
thereof.

                           (c)      Nothing contained in these Bylaws shall be
construed to preclude any Director from serving the Corporation in any other
capacity and from receiving compensation from the Corporation for service
rendered to it in such other capacity.

                  4.11     Committees. The Board of Directors (or any committee
thereof having the power and authority to do so) may designate one or more
committees, each committee to consist of one or more Directors, which to the
extent provided in said resolution or resolutions shall have and may exercise
the powers and authority of the Board of Directors in the management of the
business and affairs of the corporation; provided, however, that no such
committee shall have the power or authority in reference to the following
matters: (i) approving or adopting, or recommending to the stockholders, any
action or matter expressly required by the General Corporation Law of Delaware
(the "GCLD") to be submitted to stockholders for approval or (ii) adopting,
amending, or repealing any bylaw of the Corporation. The Board of Directors may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member of the committee. In the absence or
disqualification of a member of a committee, the member or members present at
any meeting of such committee and not disqualified from voting, whether or not
such member of members constitute a quorum, may unanimously appoint another
member of the board of directors to act at the meeting in place of such absent
or disqualified director.

                  4.12     Committee Procedure, Limitations of Committee Powers.
(a) Except as otherwise provided by these Bylaws, each committee shall adopt its
own rules governing the time, place and method of holding its meetings and the
conduct of its proceedings and shall meet as provided by such rules or by
resolution of the Board of Directors. Unless otherwise provided by these Bylaws
or any such rules or resolutions, notice of the time and place of each meeting
of a committee shall be given to each member of such committee as provided in
Section 4.6 of these Bylaws with respect to notices of special meetings of the
Board of Directors.

                           (b)      Each committee shall keep regular minutes of
its proceedings and report the same to the Board of Directors when required.

                           (c)      Any member of any committee may be removed
from such committee either with or without cause, at any time, by the Board of
Directors at any meeting thereof. Any vacancy in any committee shall be filled
by the Board of Directors in the manner prescribed by the Certificate of
Incorporation or these Bylaws for the original appointment of the members of
such committee.
   8
5.                         OFFICERS.

                  5.1      Number. (a) The officers of the Corporation shall
include a Chief Executive Officer, a President, one or more Vice Presidents
(including one or more Executive Vice Presidents and one or more Senior Vice
Presidents if deemed appropriate by the Board of Directors), a Secretary, a
Treasurer, and a Controller. The Board of Directors shall also elect a Chairman
of the Board and may elect a Vice Chairman of the Board. The Board of Directors
may also elect such other officers as the Board of Directors may from time to
time deem appropriate or necessary. Except for the Chairman of the Board, the
Vice Chairman of the Board, and the Chief Executive Officer, none of the
officers of the Corporation needs to be a director of the Corporation. Any two
or more offices may be held by the same person to the extent permitted by the
GCLD.

                           (b)      The Board of Directors may delegate to the
Chief Executive Officer or President the power to appoint one or more employees
of the Corporation as divisional or departmental vice presidents and fix the
duties of such appointees. However, no such divisional or departmental vice
president shall be considered as an officer of the Corporation, the officers of
the Corporation being limited to those officers elected by the Board of
Directors.

                  5.2      Election of Officers, Qualification and Term. The
officers of the Corporation shall be elected from time to time by the Board of
Directors and, except as may otherwise be expressly provided in a contract of
employment duly authorized by the Board of Directors, shall hold office at the
pleasure of the Board of Directors.

                  5.3      Removal. Any officer elected by the Board of
Directors may be removed, either with or without cause, by the Board of
Directors at any meeting thereof, or to the extent delegated to the Chairman of
the Board or the Chief Executive Officer, by the Chairman of the Board or the
Chief Executive Officer.

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

                  5.5      Salaries. The salaries of all officers of the
Corporation shall be fixed by the Board of Directors from time to time, and no
officer shall be prevented from receiving such salary by reason of the fact that
he or she is also a Director of the Corporation.

                  5.6      The Chairman of the Board. The Chairman of the Board
shall have the powers and duties customarily and usually associated with the
office of the Chairman of the Board. The Chairman of the Board shall preside at
meetings of the stockholders and of the Board of Directors.

                  5.7      Vice Chairman of the Board. The Vice Chairman of the
Board shall
   9
have the powers and duties customarily and usually associated with the office of
the Vice Chairman of the Board.

                  5.8      Chief Executive Officer. The Chief Executive Officer
shall have, subject to the supervision, direction and control of the Board of
Directors, the general powers and duties of supervision, direction and
management of the affairs and business of the Corporation usually vested in the
chief executive officer of a corporation, including, without limitation, all
powers necessary to direct and control the organizational and reporting
relationships within the Corporation. If at any time the office of the Chairman
of the Board and the Vice Chairman of the Board shall not be filled, or in the
event of the temporary absence or disability of the Chairman of the Board and
the Vice Chairman of the Board, the Chief Executive Officer shall have the
powers and duties of the Chairman of the Board.

                  5.9      The President. The President shall serve as chief
operating officer and shall have such other powers and perform such other duties
as may be delegated to him or her from time to time by the Board of Directors or
the Chief Executive Officer.

                  5.10     The Vice Presidents. Each Vice President shall have
such powers and perform such duties as may from time to time be assigned to him
or her by the Board of Directors, the Chief Executive Officer, or the President.

                  5.11     The Secretary and the Assistant Secretary. (a) The
Secretary shall attend meetings of the Board of Directors and meetings of the
stockholders and record all votes and minutes of all such proceedings in a book
kept for such purpose. He or she shall have all such further powers and duties
as generally are incident to the position of Secretary or as may from time to
time be assigned to him or her by the Board of Directors, the Chief Executive
Officer, or the President.

                           (b)      Each Assistant Secretary shall have such
powers and perform such duties as may from time to time be assigned to him or
her by the Board of Directors, the Chief Executive Officer, the President, or
the Secretary. In case of the absence or disability of the Secretary, the
Assistant Secretary designated by the Chief Executive Officer (or, in the
absence of such designation, by the Secretary) shall perform the duties and
exercise the powers of the Secretary.

                  5.12     The Treasurer and the Assistant Treasurer. (a) The
Treasurer shall have custody of the Corporation's funds and securities and shall
keep full and accurate accounts of receipts and disbursements in books belonging
to the Corporation and shall deposit or cause to be deposited moneys or other
valuable effects in the name and to the credit of the Corporation in such
depositories as may be designated by the Board of Directors. The Treasurer shall
also maintain adequate records of all assets, liabilities, and transactions of
the Corporation and shall see that adequate audits thereof are currently and
regularly made. The Treasurer shall have such other powers and perform such
other duties that generally are incident to the position of Treasurer or as may
from time to time be assigned to him or her by the Board of Directors, the Chief
Executive Officer, or the President.
   10
                            (b)     Each Assistant Treasurer shall have such
powers and perform such duties as may from time to time be assigned to him or
her by the Board of Directors, the Chief Executive Officer, the President, or
the Treasurer. In case of the absence or disability of the Treasurer, the
Assistant Treasurer designated by the Chief Executive Officer (or, in the
absence of such designation, by the Treasurer) shall perform the duties and
exercise the powers of the Treasurer.

                  5.13      Controller. The Controller shall be responsible for
maintaining the accounting records and statements, and shall properly account
for all monies and obligations due the Corporation and all properties, assets,
and liabilities of the Corporation. The Controller shall render to the Chairman
of the Board or the President such periodic reports covering the results of
operations of the Corporation as may be required by either of them or by law.

6.                STOCK

                  6.1       Certificates. Certificates for shares of stock of
the Corporation shall be issued under the seal of the Corporation, or a
facsimile thereof, and shall be numbered and shall be entered in the books of
the Corporation as they are issued. Each certificate shall bear a serial number,
shall exhibit the holder's name and the number of shares evidenced thereby, and
shall be signed by the Chairman of the Board or a Vice Chairman, if any, or the
Chief Executive Officer or the President or any Vice President, and by the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer.
Any or all of the signatures on the certificate may be a facsimile. In case any
officer, transfer agent, or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent, or registrar before such certificate is issued, it may
be issued by the corporation with the same effect as if such person or entity
were such officer, transfer agent, or registrar at the date of issue.

                  6.2       Transfers. Transfers of stock of the Corporation
shall be made on the books of the Corporation only upon surrender to the
Corporation of a certificate (if any) for the shares duly endorsed or
accompanied by proper evidence of succession, assignment, or authority to
transfer, provided such succession, assignment, or transfer is not prohibited by
the Certificate of Incorporation, these Bylaws, applicable law or contract.
Thereupon, the Corporation shall issue a new certificate (if requested) to the
person entitled thereto, cancel the old certificate (if any), and record the
transaction upon its books.

                  6.3       Lost, Stolen, or Destroyed Certificates. Any person
claiming a certificate of stock to be lost, stolen, or destroyed shall make an
affidavit or an affirmation of that fact, and shall give the Corporation a bond
of indemnity in satisfactory form and with one or more satisfactory sureties,
whereupon a new certificate (if requested) may be issued of the same tenor and
for the same number of shares as the one alleged to be lost, stolen, or
destroyed.

                  6.4       Registered Stockholders.  The Corporation shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares as the person
   11
entitled to exercise the rights of a stockholder and shall not be bound to
recognize any equitable or other claim to or interest in any such shares on the
part of any other person, whether or not it shall have express or other notice
thereof, except as otherwise expressly provided by the GCLD.

                  6.5       Additional Powers of the Board. (a) In addition to
those powers set forth in Section 4. 1, the Board of Directors shall have power
and authority to make all such rules and regulations as it shall deem expedient
concerning the issue, transfer, and registration of certificates for shares of
stock of the Corporation, including the use of uncertificated shares of stock
subject to the provisions of the GCLD.

                           (b)      The Board of Directors may appoint and
remove transfer agents and registrars of transfers, and may require all stock
certificates to bear the signature of any such transfer agent and/or any such
registrar of transfers.

7.                INDEMNIFICATION

                  7.1      Each person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative, or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or the
person of whom he or she is the legal representative, 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, employee, or agent of another corporation
or of a partnership, joint venture, trust, or other enterprise, including
service with respect to employee benefit plans, shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by the GCLD, 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 said law permitted the Corporation to
provide prior to such amendment), against all expenses, liability, and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties,
and amounts paid or to be paid in settlement) reasonably incurred or suffered by
such person in connection therewith and such indemnification shall continue as
to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of his or her heirs, executors, and administrators;
provided, however, that, except as provided in this Article 7, the Corporation
shall indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if authorized by the
Board of Directors of the Corporation. Any indemnification under this Article 7
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee, or agent is proper in the circumstances because he or she has
met the applicable standard set forth in the GCLD. Such a determination shall be
made (a) by a majority vote of the directors who are not parties to such action,
suit or proceeding, even though less than a quorum; (b) by a committee of such
directors designated by majority vote of such directors, even though less than a
quorum; (c) by independent legal counsel (compensated by the Corporation) in a
written opinion; (d) by the stockholders; or (e) in any other manner permitted
by the GCLD. In addition to the right to indemnification conferred in this
Article 7, each of the above persons shall have the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in advance of
   12
its final disposition; provided, however, that, if the GCLD requires, the
payment of such expenses incurred by a present director or officer in his or her
capacity as a director or officer of the corporation (and not in any other
capacity in which service was or is rendered by such person while a director or
officer, including, without limitation, service to an employee benefit plan) in
advance of the final disposition of a proceeding, shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of such present
director or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Article 7 or otherwise. The Corporation may, by any manner permitted by the
GCLD, provide indemnification and advancement of expenses to employees and
agents of the Corporation with the same scope and effect as the foregoing
indemnification of directors and officers. The right to indemnification and to
an advancement of expenses conferred in this Article 7 shall be a contract
right.

                  7.2      If a claim under Section 7.1 of this Article 7 is not
paid in full by the Corporation within 30 days after a written claim has been
received by the Corporation, the claimant may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to be paid also
the expense of prosecuting such claim (including attorneys' fees). It shall be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Corporation) that the claimant has not met the standard of
conduct which makes it permissible under the GCLD for the Corporation to
indemnify the claimant for the amount claimed, but the burden of proving such
defense shall be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors, a committee thereof, independent legal
counsel, or its stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he or she has met the applicable standard of conduct
set forth in the GCLD, nor an actual determination by the Corporation (including
its Board of Directors, a committee thereof, independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct. In any suit brought by the claimant
to enforce a right to indemnification or to an advancement of expenses
hereunder, or brought by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the burden of proving that the claimant
is not entitled to be indemnified, or to such advancement of expenses, under
this Article 7 or otherwise shall be on the Corporation.

                  7.3      The rights to indemnification and the payment of
expenses incurred in defending a proceeding in advance of its final disposition
conferred in this Article 7, shall not be exclusive of any other right that any
person may have or hereafter acquire under any statute, provision of the
certificate of incorporation of the Corporation, this bylaw, agreement, vote of
stockholders or disinterested directors, or otherwise.


                  7.4      The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee, or agent of the
Corporation or another corporation,
   13
partnership, joint venture, trust, or other enterprise against any such 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 GCLD.

                  7.5      The Corporation may enter into an indemnity agreement
with any director, officer, employee, or agent of the Corporation, or of another
corporation, partnership, joint venture, trust, or other enterprise, upon terms
and conditions that the Board of Directors deems appropriate, as long as the
provisions of the agreement are not impermissible under applicable law.

                  7.6      Any amendment or repeal of this Article 7 shall not
be retroactive in effect.

                  7.7      In case any provision in this Article 7 shall be
determined at any time to be unenforceable in any respect, the other provisions
shall not in any way be affected or impaired thereby, and the affected provision
shall be given the fullest possible enforcement in the circumstances, it being
the intention of the Corporation to afford indemnification and advancement of
expenses to the persons indemnified hereby to the fullest extent permitted by
law.

                  7.8      The Corporation may, by action of the Board of
Directors, authorize one or more officers to grant rights to indemnification and
advancement of expenses to former directors and officers or to other employees
or agents of the Corporation on such terms and conditions as such officer or
officers deem appropriate under the circumstances.


8.                MISCELLANEOUS

                  8.1      Place and Inspection of Books. (a) The books of the
Corporation other than such books as are required by law to be kept within the
State of Delaware shall be kept in such place or places either within or without
the State of Delaware as the Board of Directors may from time to time determine.

                           (b)      At least ten days before each meeting of
stockholders, the officer in charge of the stock ledger of the Corporation shall
prepare a complete list of the stockholders entitled to vote at the meeting,
arranged in alphabetical order and showing the address of each stockholder and
the number 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 ten 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
specified, at the place where the meeting is to be held. The 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.

                           (c)      The Board of Directors shall determine from
time to time
   14
whether and, if allowed, when and under what conditions and regulations the
accounts and books of the Corporation (except such as may be by law specifically
open to inspection or as otherwise provided by these Bylaws) or any of them
shall be open to the inspection of the stockholders and the stockholders' rights
in respect thereof.

                  8.2      Voting Shares in Other Corporations. The Chief
Executive Officer, the President, or any other officer of the Corporation
designated by the Board of Directors may vote any and all shares held by the
Corporation in any other corporation.

                  8.3      Fiscal Year. The fiscal year of the Corporation shall
be such fiscal year as the Board of Directors from time to time by resolution
shall determine.

                  8.4      Gender/Number. As used in these Bylaws, the
masculine, feminine, or neuter gender, and the singular or plural number, shall
each include the others whenever the context so indicates.

                  8.5      Paragraph Titles. The titles of the paragraphs have
been inserted as a matter of reference only and shall not control or affect the
meaning or construction of any of the terms and provisions hereof.

                  8.6       Amendment. These Bylaws may be altered, amended, or
repealed by (a) the affirmative vote of 80% or more of the aggregate number of
votes that the holders of the then outstanding shares of common stock and
preferred stock are entitled to cast on the amendment, or (b) by resolution
adopted by the affirmative vote of not less than a majority of the Directors in
office, at any annual or regular meeting of the Board of Directors or at any
special meeting of the Board of Directors if notice of the proposed alteration,
amendment, or repeal be contained in written notice of such special meeting.
Notwithstanding the foregoing, the amendment of any provision of these Bylaws
that requires an affirmative vote in excess of a majority of the Directors in
office shall require the affirmative vote of at least the number of directors
the affirmative vote of whom is required by such provision.

                  8.7       Certificate of Incorporation. Notwithstanding
anything to the contrary contained herein, if any provision contained in these
Bylaws is inconsistent with or conflicts with a provision of the Certificate of
Incorporation, such provision of these Bylaws shall be superseded by the
inconsistent provision in the Certificate of Incorporation to the extent
necessary to give effect to such provision in the Certificate of Incorporation.