EXHIBIT 3.2


                                     BY-LAWS
                                       OF
                            Morgan Group Holding Co.


                                    ARTICLE I

                                     OFFICES

          Section 1. The registered  office shall be at the principal  office of
The Corporation  Trust Company in the City of Wilmington,  County of New Castle,
State of Delaware, or at such other place as shall be determined by the Board.

          Section 2. Morgan Group Holding Co. (the  "Corporation") may also have
officers  at such other  places both within and without the State of Delaware as
the Board of  Directors  may from time to time  determine or the business of the
Corporation may require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

          Section  1. All  meetings  of the  stockholders  for the  election  of
directors  shall bee held at such time and place  either  within or without  the
State of  Delaware  as shall be  designated  from  time to time by the  Board of
Directors and stated in the notice of the meeting.  Meetings of stockholders for
any other  purpose  may be held at such time and place,  within or  without  the
State of Delaware,  as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

          Section 2. Annual meetings of stockholders  shall be held at such date
and time as shall be designated  from time to time by the Board of Directors and
stated in the notice of the  meeting,  at which they shall  elect by a plurality
vote a board of directors,  and transact such other  business as may properly be
brought before the meeting.

          Section 3.  Written  notice of the annual  meeting  stating the place,
date and hour of the meeting shall be given to each stockholder entitled to vote
at such  meeting not less than ten (10) nor more than sixty (60) days before the
date of the meeting.





          Section  4. The  officer  who has  charge of the  stock  ledger of the
Corporation  shall prepare and make, at least ten (10) days before every meeting
of  stockholders,  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 (10) days prior to the meeting,  either at a place within the city where the
meeting  is to be held,  which  place  shall be  specified  in the notice of the
meeting, or, if not so specified,  at the place where the meeting is to be held.
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.

          Section 5. Special  meetings of the  stockholders,  for any purpose or
purposes,  unless  otherwise  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 of  stockholders  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 stating the place, date
and hour of the meeting  and the  purpose or  purposes  for which the meeting is
called,  shall be given  not less than ten (10) nor more  than  sixty  (60) days
before the date of the  meeting,  to each  stockholder  entitled to vote at such
meeting.

                                      -2-




          Section 7. Business  transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

          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  constitute a quorum at all meetings of the  stockholders  for the
transaction  of  business,  except as  otherwise  provided  by statute or by the
Certificate of Incorporation.  If, however,  such quorum shall not be present or
represented at any meeting of the  stockholders,  the  stockholders  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.  If the adjournment is for more than thirty (30) days, or if after the
adjournment  a new record date is fixed for the adjourned  meeting,  a notice of
the adjourned  meeting shall be given to each  stockholder of record entitled to
vote at the meeting.

          Section 9. When a quorum is present  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 a different vote is required in which case such
express provision shall govern and control the decision of such question.

          Section  10.  Unless   otherwise   provided  in  the   Certificate  of
Incorporation the holder of each share of Common Stock shall at every meeting of
the stockholders be entitled to one vote in person or by proxy for each share of
the capital  stock having  voting power held by such  stockholder,  but no proxy
shall be voted on after three years from its date, unless the proxy provides for
a longer period.

          Section  11.  Unless   otherwise   provided  in  the   Certificate  of
Incorporation  any action  required to be taken at any annual or special meeting
of  stockholders  of the  Corporation,  or any action  which 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.

          Section  12.  In  order  that  the   Corporation   may  determine  the
stockholders  entitled to notice of or to vote at any meeting of stockholders or
any adjournment  thereof,  or entitled to express consent to corporate action in
other  distribution  or  allotment  of any rights,  or entitled to exercise  any
rights in respect to any  change,  conversion  or  exchange  of stock or for the
purpose of any other lawful action,  the Board of Directors may fix, in advance,
a record  date,  which  shall not be more than sixty (60) nor less than ten (10)
days before the date of such meeting, nor more than sixty (60) days prior to any
other action. A determination of stockholders of record entitled to notice of or
to vote at a meeting  of  stockholders  shall  apply to any  adjournment  of the
meeting;  provided,  however,  that the Board of Directors  may fix a new record
date for the adjourned meeting.

                                      -3-



                                   ARTICLE III

                                    DIRECTORS

               Section 1. The number of  directors  which shall  constitute  the
whole board shall be three unless  otherwise  determined  by  resolution  of the
Board  of  Directors  or by  the  stockholders  at  the  annual  meeting  of the
stockholders, except as provided in Section 2 of this Article, and each director
elected  shall  hold  office  until his  successor  is  elected  and  qualified.
Directors need not be stockholders.

               Section 2.  Vacancies and newly created  directorships  resulting
from any  increase  in the  authorized  number of  directors  may be filled by a
majority of the  directors  then in office,  though less than a quorum,  or by a
sole remaining director, and the directors so chosen shall hold office until the
next annual  election  and until  their  successors  are duly  elected and shall
qualify,  unless sooner displaced.  If there are no directors in office, then an
election of directors may be held in the manner provided by statute.  If, at the
time of filling any vacancy or any newly  created  directorship,  the  directors
then in office  shall  constitute  less than a majority  of the whole  board (as
constituted immediately prior to any such increase),  the Court of Chancery may,
upon  application of any stockholder or  stockholders  holding at least ten (10)
percent  of the total  number of the shares at the time  outstanding  having the
right to vote for such directors, summarily order an election to be held to fill
any such vacancies or newly created  directorships,  or to replace the directors
chosen by the directors then in office.

               Section 3. The business of the Corporation shall be managed by or
under the direction of its Board of Directors which may exercise all such powers
of the  Corporation  and do all  such  lawful  acts and  things  that are not by
statute or by the Certificate of  Incorporation  or by these By-Laws directed or
required to be exercised or done by the stockholders.

                                      -4-



                       MEETINGS OF THE BOARD OF DIRECTORS

               Section 4. The Board of  Directors  of the  Corporation  may hold
meetings,  both  regular  and  special,  either  within or without  the State of
Delaware.

               Section  5. The first  meeting  of each  newly  elected  Board of
Directors  shall be held at such time and place as shall be fixed by the vote of
the  stockholders  at the annual  meeting and no notice of such meeting shall be
necessary to the newly  elected  directors in order  legally to  constitute  the
meeting,  provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
Board of  Directors,  or in the event  such  meeting is not held at the time and
place so fixed by the  stockholders,  the  meeting  may be held at such time and
place as shall  be  specified  in a notice  given as  hereinafter  provided  for
special  meetings  of the  Board of  Directors,  or as shall be  specified  in a
written waiver signed by all of the directors.

               Section 6. Regular meetings of the Board of Directors may be held
without  notice  at such  time and at such  place 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 two (2) days' notice to each director by mail or  forty-eight  (48)
hours'  notice  to each  director  either  personally  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 unless the board consists of
only one  director,  in which  case  special  meetings  shall be  called  by the
president or secretary in like manner and on like notice on the written  request
of the sole director.

               Section 8. At all  meetings of the board a majority of the voting
power of all directors shall constitute a quorum for the transaction of business
and the act of a majority of the voting  power 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. If a quorum shall not be present at any meeting of
the Board 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.

               Section 9. Unless  otherwise  restricted  by the  Certificate  of
Incorporation or these By-Laws,  any action required or permitted to be taken at
any meeting of the Board of Directors or of any  committee  thereof may be taken
without a meeting, if all members of the Board of Directors or committee, as the
case may be, consent  thereto in writing,  and the writing or writings are filed
with the minutes of proceedings of the Board of Directors or committee.

                                      -5-



               Section 10. Unless  otherwise  restricted by the  Certificate  of
Incorporation  or these  By-Laws,  members  of the  Board of  Directors,  or any
committee designated by the Board of Directors,  may participate in a meeting of
the Board of Directors,  or any committee,  by means of conference  telephone or
similar communications  equipment by means of which all persons participating in
the meeting  can hear each  other,  and such  participation  in a meeting  shall
constitute presence in person at the meeting.

                      COMMITTEES OF THE BOARD OF DIRECTORS

               Section 11. The Board of Directors may, by resolution passed by a
majority  of the Board of  Directors,  designate  one or more  committees,  each
committee  to consist of one 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.

               In the absence or  disqualification  of a member of a  committee,
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.

               Any such  committee,  to the extent provided in the resolution of
the Board of Directors, shall have and may exercise all the powers and authority
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;  but no such  committee  shall have the power or
authority in reference to amending the certificate of incorporation, adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the Corporation's  property and
assets,  recommending to the  stockholders a dissolution of the Corporation or a
revocation of a  dissolution,  or amending the bylaws of the  Corporation;  and,
unless the resolution or the certificate of incorporation  expressly so provide,
no such committee  shall have the power or authority to declare a dividend or to
authorize the issuance of stock.  Such  committee or committees  shall have such
name or names as may be determined  from time to time by  resolution  adopted by
the Board of Directors.

               Section  12. Each  committee  shall keep  regular  minutes of its
meetings and report the same to the Board of Directors when required.

                                      -6-




                            COMPENSATION OF DIRECTORS

               Section 13. Unless  otherwise  restricted by the  certificate  of
incorporation  or these bylaws,  the Board of Directors shall have the authority
to fix the compensation of directors.  The directors may be paid their expenses,
if any, of  attendance at each meeting of the Board of Directors and may be paid
a fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation  therefor.  Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                              REMOVAL OF DIRECTORS

               Section 14. Unless  otherwise  restricted by the  certificate  of
incorporation  or these  bylaws,  any director  may be removed,  with or without
cause,  only by the  holders  of a  majority  of shares  entitled  to vote at an
election of directors of the class of stock which  elected such  director of the
class of stock which elected such director.

                                   ARTICLE IV

                                     NOTICES

               Section 1.  Whenever  under the  provisions of the statutes or of
the certificate of  incorporation  or of these bylaws,  notice is required to be
given to any director or stockholder, it shall not be construed to mean personal
notice,  but such notice may be given in  writing,  by mail,  addressed  to such
director  or  stockholder,  at his  address as it appears on the  records of the
Corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be  deposited  in the United  States mail.
Notice to directors may also be given by telegram.

               Section 2.  Whenever any notice is required to be given under the
provisions of the statutes or of the  certificate of  incorporation  or of these
bylaws, a waiver thereof in writing, signed by the person or persons entitled to
said notice,  whether before or after the time stated  therein,  shall be deemed
equivalent thereto.

                                    ARTICLE V

                                    OFFICERS

               Section 1. The officers of the Corporation shall be chosen by the
Board of  Directors  and shall  include  a  Chairman  of the Board an  assistant
secretary and may include such  additional  officers as may from time to time be
authorized  by these  bylaws.  The Board of  Directors  may elect from among its
members a Chairman of the Board and a Vice  Chairman of the Board.  The Board of
Directors may also choose a president, one or more vice-presidents, a treasurer,
assistant  secretaries  and assistant  treasurers.  Any number of offices may be
held by the same person, unless the certificate of incorporation or these bylaws
otherwise provide.

                                      -7-




               Section 2. The Board of  Directors,  at its first  meeting  after
each annual  meeting of  stockholders,  shall choose a president,  treasurer and
secretary and may include such  additional  officers as may from time to time be
authorized by these bylaws.

               Section 3. The Board of Directors may appoint such other officers
and agents as it shall deem  necessary  who shall  hold their  offices  for such
terms and  shall  exercise  such  powers  and  perform  such  duties as shall be
determined from time to time by the board.

               Section  4.  The  salaries  of all  officers  and  agents  of the
Corporation shall be fixed by the Board of Directors.

               Section 5. The  officers  of the  Corporation  shall hold  office
until their successors are chosen and qualify.  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 Board of Directors. Any vacancy occurring in any office of the
Corporation shall be filled by the Board of Directors.

                       CHAIRMAN OF THE BOARD OF DIRECTORS

               Section 6. The Chairman of the Board,  if any,  shall  preside at
all meetings of the Board of Directors and of the stockholders at which he shall
be present.  He shall have and may  exercise  such  powers as are,  from time to
time, assigned to him by the Board and as may be provided by law. If there is no
President, the Chairman of the Board shall exercise the powers of the President.
If there is a  President,  the  President  shall  report to the  Chairman of the
Board.

               Section 7. In the absence of the Chairman of the Board,  the Vice
Chairman of the Board,  if any,  shall  preside at all  meetings of the Board of
Directors and of the  stockholders  at which he shall be present.  He shall have
and may exercise such powers as are,  from time to time,  assigned to him by the
Board and as may be provided by law.

                        THE PRESIDENT AND VICE-PRESIDENT

               Section 8. The President shall be the chief executive  officer of
the  Corporation;  and in the absence of the Chairman  and Vice  Chairman of the
Board he shall  preside at all  meetings  of the  stockholders  and the Board of
Directors; subject to the Chairman of the Board he shall have general and active
management of the business of the  Corporation and shall see that all orders and
resolutions  of the Board of  Directors  and/or  the  Chairman  of the Board are
carried into effect.

               Section 9. 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.

               Section  10. In the absence of the  president  or in the event of
his  inability  or refusal to act, the  vice-president,  if any, or in the event
there  be  more  than  one  vice-president,  the  vice-presidents  in the  order
designated by the directors,  or in the absence of any designation,  then in the
order of their  election  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.

                                      -8-




                      THE SECRETARY AND ASSISTANT SECRETARY

               Section 11. The Secretary  shall attend all meetings of the Board
of Directors and all meetings of the stockholders and record all the proceedings
of the meetings of the Corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the standing  committees
when  required.  He shall give, or cause to be given,  notice of all meetings of
the  stockholders  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 have  custody of the
corporate seal of the Corporation and he, or an assistant secretary,  shall have
authority to affix the same to any instrument  requiring it and when so affixed,
it may be  attested  by his  signature  or by the  signature  of such  assistant
secretary.  The  Board of  Directors  may give  general  authority  to any other
officer to affix the seal of the  Corporation  and to attest the affixing by his
signature.

               Section  12. The  assistant  secretary,  or if there be more than
one, the assistant secretaries in the order determined by the Board of Directors
(or if  there be no such  determination,  then in the  order of their  election)
shall,  in the  absence of the  secretary  or in the event of his  inability  or
refusal to act,  perform the duties and exercise the powers of the secretary and
shall  perform  such other  duties  and have such  other  powers as the board of
directors may from time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

               Section 13. 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 monies
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 14. He shall disburse the funds of the Corporation as may
be  ordered  by  the  Board  of  Directors,  taking  proper  vouchers  for  such
disbursements,  and shall render to the president and the board of directors, at
its regular meetings,  or when the Board of Directors so requires, an account of
all his transactions as treasurer and of financial condition of the Corporation.

               Section 15. If required by the Board of Directors,  he shall give
the  Corporation a bond (which shall be renewed every six years) in such sum and
with such surety or sureties as shall be  satisfactory to the Board of Directors
for the faithful performance of the duties of his office and for the restoration
to the  Corporation,  in case of his death,  resignation,  retirement or removal
from  office,  of all  books,  papers,  vouchers,  money and other  property  of
whatever  kind  in  his  possession  or  under  his  control  belonging  to  the
Corporation.

               Section 16. The  assistant  treasurer,  or if there shall be more
than  one,  the  assistant  treasurer  in the order  determined  by the Board of
Directors  (or if there  be no such  determination,  then in the  order of their
election)  shall,  in the  absence  of the  Treasurer  or in  the  event  of his
inability  or refusal to act,  perform the duties and exercise the powers of the
Treasurer  and shall perform such other duties and have such other powers as the
Board of  Directors,  Chairman of the Board or  President  may from time to time
prescribe.

                                      -9-




                                   ARTICLE VI

                              CERTIFICATE OF STOCK

               Section  1.  Every  holder of stock in the  Corporation  shall be
entitled to have a certificate,  signed by, or in the name of the Corporation by
the Chairman or Vice-Chairman  of the Board of Directors,  or the president or a
vice-president, and by the treasurer or an assistant treasurer, or the secretary
or an assistant  secretary of the  Corporation,  certifying the number of shares
owned by him in the Corporation.

               Certificates  may be issued  for  partly-paid  shares and in such
case  upon the face or back of the  certificates  issued to  represent  any such
partly paid shares,  the total amount of the consideration to be paid therefore,
and the amount paid thereon shall be specified.

               If the  Corporation  shall be  authorized  to issue more than one
class of stock or more than one series of any class,  the powers,  designations,
preferences  and relative,  participating,  optional or other special  rights of
each class of stock or series  thereof  and the  qualification,  limitations  or
restrictions  of such  preferences  and/or  rights shall be set forth in full or
summarized on the face or back of the certificate  which the  Corporation  shall
issue to  represent  such  class or series of stock;  provided  that,  except as
otherwise provided in section 202 of the General Corporation Law of Delaware, in
lieu of the foregoing  requirements,  there may be set forth on the face or back
of the certificate  which the Corporation shall issue to represent such class or
series of stock, a statement that the Corporation will furnish without charge to
each  stockholder  who so requests  the powers,  designations,  preferences  and
relative, participating, optional or other special rights of each class of stock
or series thereof and the  qualifications,  limitations or  restrictions of such
preferences and/or rights.

               Section 2. Any of or all the signatures on the certificate may be
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 he were
such officer, transfer agent or registrar at the date of issue.

                                LOST CERTIFICATES

               Section 3. 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,  stolen or
destroyed,  upon the making of an affidavit of that fact by the person  claiming
the certificate of stock to be lost, stolen 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,  stolen or destroyed  certificate  or  certificates,  or his
legal  representative,  to advertise the same in such manner as it shall require
and/or to give the  Corporation a bond in such sum 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, stolen or destroyed.

                                      -10-




                                TRANSFER OF STOCK

               Section 4. Unless  otherwise  restricted by the  certificates  of
incorporation or these bylaws, upon surrender to the Corporation or the transfer
agent  of  the  Corporation  of  a  certificate  for  shares  duly  endorsed  or
accompanied  by proper  evidence of  succession,  assignation  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.

                               FIXING RECORD DATE

               Section  5. In  order  that the  Corporation  may  determine  the
stockholders  entitled to notice of or to vote at any meeting of  stockholder or
any adjournment  thereof,  or entitled to express consent to corporate action in
other  distribution  or  allotment  of any rights,  or entitled to exercise  any
rights in respect to any  change,  conversion  or  exchange  of stock or for the
purpose of any other lawful action,  the Board of Directors may fix, in advance,
a record  date,  which  shall not be more than sixty (60) nor less than ten (10)
days before the date of such meeting, nor more than sixty (60) days prior to any
other action. A determination of stockholders of record entitled to notice of or
to vote at a meeting  of  stockholders  shall  apply to any  adjournment  of the
meeting;  provided,  however,  that the Board of Directors  may fix a new record
date for the adjourned meeting.

                             REGISTERED STOCKHOLDERS

               Section 6. The  Corporation  shall be entitled to  recognize  the
exclusive  right of a person  registered  on its books as the owner of shares to
receive  dividends,  and to vote as such owner, and to hold liable for calls and
assessments  a person  registered  on its books as the owner of shares and shall
not be bound to  recognize  any  equitable or other claim to or interest in such
share or shares on the part of any other  person,  whether  or not it shall have
express or other notice thereof, except as otherwise provided by the laws of the
State of Delaware.

                                   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 paid in cash, in property,  or in shares of the capital
stock, subject to the provisions of the certificate of incorporation.

               Section 2. Before payment of any dividend, there may be set aside
out of any funds of the Corporation  available for dividends such sum of sums as
the directors from time to time, in their absolute discretion,  deem proper as a
reserve or reserves to meet contingencies,  or for equalizing dividends,  or for
repairing  or  maintaining  any property of the  Corporation,  or for such other
purposes  as  the  directors  shall  think  conducive  to  the  interest  of the
Corporation,  and the  directors  may modify or abolish any such  reserve in the
manner in which it was created.

                                      -11-



                                     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 of the  Corporation  shall be fixed by
resolution of the Board of Directors.

                                      SEAL

               Section  5. The Board of  Directors  may adopt a  corporate  seal
having  inscribed  thereon  the  name  of  the  Corporation,  the  year  of  its
organization and the words "Corporate Seal,  Delaware".  The seal may be used by
causing it or a facsimile  thereof to be impressed or affixed or  reproduced  or
otherwise.

                                 INDEMNIFICATION

               Section  6.  The   Corporation   shall,  to  the  fullest  extent
authorized under the laws of the State of Delaware, as those laws may be amended
to be  made,  a party to an  action  or  proceeding,  whether  criminal,  civil,
administrative  or  investigative,   by  reason  of  being  a  director  of  the
Corporation or a predecessor  corporation or, at the  Corporation's  request,  a
director  or  officer  of  another  Corporation;  provided,  however,  that  the
Corporation  shall  indemnify  any such agent in  connection  with a  proceeding
initiated by such agent only if such  proceeding  was authorized by the Board of
Directors of the Corporation. The indemnification provided for in this Section 6
shall:  (i)  not be  deemed  exclusive  of  any  other  rights  to  which  those
indemnified  may be entitled under any bylaw,  agreement or vote of stockholders
or  disinterested  directors or otherwise,  both as to action in their  official
capacities and as to action in another capacity while holding such office,  (ii)
continue as to a person who has ceased to be a director,  and (iii) inure to the
benefit  of the  heirs,  executors  and  administrators  of such a  person.  The
Corporation's  obligation to provide  indemnification under this Section 6 shall
be offset to the extent of any other source of  indemnification or any otherwise
applicable  insurance  coverage under a policy  maintained by the Corporation or
any other person.

                                      -12-




               Expenses incurred by a director of the Corporation in defending a
civil or criminal action, suit or proceeding by reason of the fact that he is or
was a director of the Corporation (or was serving at the  Corporation's  request
as a  director  or  officer  of  another  corporation)  shall  be  paid  by  the
Corporation  in  advance  of the  final  disposition  of  such  action,  suit or
proceeding  upon receipt of an  undertaking  by or on behalf of such director to
repay such amount if it shall  ultimately be determined  that he is not entitled
to be indemnified by the  Corporation as authorized by relevant  sections of the
General  Corporation  Law  of  Delaware.   Notwithstanding  the  foregoing,  the
Corporation  shall not be required to advance such expenses to an agent who is a
party to an action,  suit or proceeding  brought by the Corporation and approved
by a majority of the Board of Directors of the Corporation which alleges willful
misappropriation  of corporate assets by such agent,  disclosure of confidential
information in violation of such agent's fiduciary or contractual obligations to
the Corporation or any other willful and deliberate  breach in bad faith of such
agent's duty to the Corporation or its stockholders.

               The foregoing  provisions of this Section 6 shall be deemed to be
a contract between the Corporation and each director who serves in such capacity
at any time  while  this  bylaw is in  effect,  and any  repeal or  modification
thereof shall not affect any rights or obligations then existing with respect to
any  state  of  facts  then  or  theretofore  existing  or any  action,  suit or
proceeding  theretofore or thereafter brought based in whole or in part upon any
such state of facts.

               The Board of  Directors  in its  discretion  shall  have power on
behalf of the Corporation to indemnify any person, other than a director, made a
party to any  action,  suit or  proceeding  by reason  of the fact that he,  his
testator or interstate, is or was an officer or employee of the Corporation.

               To assure  indemnification under this Section 6 of all directors,
officers and employees who are determined by the  Corporation or otherwise to be
or to have been  "fiduciaries"  of any employee  benefit plan of the Corporation
which may exist from time to time, Section 145 of the General Corporation Law of
Delaware  shall,  for the purposes of this Section 6, be interpreted as follows:
an "other  enterprise" shall be deemed to include such an employee benefit plan,
including without  limitation,  any plan of the Corporation which is governed by
the Act of Congress entitled "Employee  Retirement Income Security Act of 1974,"
as amended from time to time; the Corporation  shall be deemed to have requested
a person to serve an employee  benefit plan where the performance by such person
of his duties to the Corporation  also imposes duties on, or otherwise  involves
services by, such person to the plan or  participants  or  beneficiaries  of the
plan; excise taxes assessed on a person with respect to an employee benefit plan
pursuant to such Act of Congress shall be deemed "fines."

                                  ARTICLE VIII

                                   AMENDMENTS

               Section 1. These  bylaws may be  altered,  amended or repealed or
new bylaws may be adopted by the  stockholders as provided in the certificate of
incorporation  or by the Board of Directors,  when such power is conferred  upon
the Board of  Directors  by the  certificate  of  incorporation,  at any regular
meeting  of the  stockholders  or of the Board of  Directors  or at any  special
meeting  of the  stockholders  or of the  Board of  Directors  if notice of such
alteration,  amendment,  repeal or  adoption of new bylaws be  contained  in the
notice of such special meeting. If the power to adopt, amend or repeal bylaws is
conferred  upon the Board of Directors by the  certificate of  incorporation  it
shall  not  divest or limit the  power of the  stockholders  to adopt,  amend or
repeal bylaws as provided in the certificate of incorporation.

                                      -13-