EXHIBIT 3.4

                                   BY-LAWS OF

            AMERICAN CASINO & ENTERTAINMENT PROPERTIES FINANCE CORP.

                                   ARTICLE I.

                                     OFFICES

            Section 1. Registered Office. The registered office of the
above-named corporation shall be located at 2711 Centerville Road, Suite 400,
City of Wilmington, County of New Castle, Delaware 19808.

            Section 2. Other Offices. The corporation may also have offices 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. Time and Place. All meetings of the stockholders for any
purpose shall be 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 or in a duly executed waiver of notice
thereof. The Board of Directors may, in its sole discretion, determine that the
meeting shall not be held at any place, but may instead be held solely by means
of remote communication in accordance with Section 12 of this Article.

            Section 2. Annual Meeting. 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. At the annual meeting, holders of the corporation's voting stock,
shall elect, by a plurality vote, subject to the certificate of incorporation
and any agreement by and among the stockholders, a Board of Directors and
transact such other business as may properly be brought before the meeting.

            Section 3. Notice of Annual Meeting. Written notice of the annual
meeting, stating the place, date and time 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. List of Stockholders. The officer who has charge of the
stock ledger of the corporation shall prepare and make, at least five (5) 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 five (5) 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. Special meetings of the stockholders
for any purpose or purposes, unless otherwise prescribed by statute, by the
certificate of incorporation or by an agreement by and among the stockholders,
may be called by the President and shall be called by the President or the
Secretary at the request in writing of two (2) members 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. Notice of Special Meetings. Written notice of a special
meeting, stating the place, date and time 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.

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

            Section 8. Quorums. 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 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 of the time and place of such adjourned meeting, until a quorum
shall be present in person or represented by proxy. At any adjourned meeting at
which a quorum shall be present or represented by proxy, any business may be
transacted which might have been transacted at the meeting as originally called.
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. Voting at Meetings. 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 statutory
provision, provision of the certificate of incorporation or provision of an
agreement by and among the stockholders a different vote is required, in which
case such express provision shall govern and control the decision of such
question.

            Section 10. Voting Power. Unless otherwise provided in the
certificate of incorporation or an agreement by and among the stockholders, each
stockholder shall at every

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meeting of the stockholders be entitled to one (1) 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 or after three (3) years from its
date, unless the proxy provides for a longer period.

            Section 11. Written Consent Without Meeting. Unless otherwise
provided in the certificate of incorporation or an agreement by and among the
stockholders, 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 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. Meeting by Remote Communication. The Board of Directors,
in its sole discretion and subject to such guidelines and procedures as the
Board of Directors may adopt, may permit stockholders and proxyholders not
physically present at a meeting of stockholders, by means of remote
communication:

            (a) to participate in a meeting of stockholders; and

            (b) to be deemed present in person and vote at a meeting of
stockholders whether such meeting is to be held at a designated place or solely
by means of remote communication, provided that (i) the corporation shall
implement reasonable measures to verify that each person deemed present and
permitted to vote at the meeting by means of remote communication is a
stockholder or proxyholder, (ii) the corporation shall implement reasonable
measures to provide such stockholders and proxyholders a reasonable opportunity
to participate in the meeting and to vote on matters submitted to the
stockholders, including an opportunity to read or hear the proceedings of the
meeting substantially concurrently with such proceedings, and (iii) if any
stockholder or proxyholder votes or takes other action at the meeting by means
of remote communication, a record of such vote or other action shall be
maintained by the corporation.

                                  ARTICLE III.

                                    DIRECTORS

            Section 1. General Powers. 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 as are
not by statute, the certificate of incorporation, these by-laws or an agreement
by and among the stockholders directed or required to be exercised or done by
the stockholders.

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            Section 2. Election and Tenure. The number of directors which shall
constitute the whole board shall be a minimum of three. The first board shall
consist of five (5) directors. Thereafter the number of directors shall be
determined by the Board of Directors or by the stockholders at any meeting or in
an agreement by and among the stockholders subject to any restrictions set forth
in the certificate of incorporation or any agreement with any shareholder.
Except as provided in Section 3 of this Article III or in an agreement by and
among the stockholders, each director shall hold office until his successor or
successors are elected and shall qualify or until his earlier resignation or
removal.

            Section 3. Vacancies and Newly Created Directorships. Subject to any
restrictions set forth in the certificate of incorporation or any agreement with
any shareholder 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 for the remainder of the
term of the directors whom they replaced and for newly created directors until
the next annual meeting and until their successors are duly elected and
qualified, or until their earlier resignation or removal. If there are no
directors in office, then an election of directors may be held in the manner
provided by statute or by an agreement by and among the stockholders.

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

            Section 5. Annual Meetings. The first meeting of each newly elected
Board of Directors shall be held immediately after 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.

            Section 6. Regular Meetings. Regular meetings of the Board of
Directors may be held with one (1) day's notice to each director, either
personally, by mail, by telegram, by telex or by facsimile transmission at such
time and at such place as shall from time to time be determined by the board.

            Section 7. Special Meetings. Special meetings of the Board of
Directors may be called by the President on two (2) days' notice to each
director, either personally, by mail, by telegram, by telex or by facsimile
transmission; special meetings shall be called by the President in like manner
and on like notice upon the written request of two (2) of the directors then in
office. Any notice may be given by the Secretary and need not state the purpose
or purposes of the meeting unless otherwise required by these by-laws.

            Section 8. Quorum and Adjournments. At all meetings of the board, a
majority of the directors shall 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, by the certificate of
incorporation or by an agreement by and among the stockholders. If a quorum
shall not be present at any meeting of the Board of Directors, the directors
present thereat may adjourn the

                                        4



meeting from time to time without notice other than announcement at the meeting
until a quorum shall be present.

            Section 9. Action by Consent. 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 is
filed with the minutes of the proceedings of the board or committee.

            Section 10. Meetings by Telephone or Similar Communications
Equipment. 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.

            Section 11. Compensation. Unless otherwise restricted by the
certificate of incorporation, these by-laws or by an agreement by and among the
stockholders, 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.

            Section 12. Removal of Directors. Unless otherwise restricted by
statute, by the certificate of incorporation or by an agreement by and among the
stockholders, any director or the entire Board of Directors may be removed, with
or without cause, by the holders of a majority of shares entitled to vote at an
election of directors.

            Section 13. Resignation of Directors. Any director may resign at any
time by giving written notice to the Board of Directors, the President or the
Secretary of the corporation. Unless otherwise specified in such notice, a
resignation shall take effect upon the delivery thereof to the Board of
Directors or the designated officer. It shall not be necessary for a resignation
to be accepted before it becomes effective.

                                   ARTICLE IV.

                                   COMMITTEES

            Section 1. Designation. Except as restricted by the provisions of
the statutes, the certificate of incorporation or any agreement by and among the
stockholders, the Board of Directors may, by resolution passed by a majority of
the whole board, designate one (1) or more committees, each committee to consist
of one (1) or more of the directors of the corporation, and

                                        5



the board may designate one (1) or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee.

            Except as restricted by the provisions of the statutes, the
certificate of incorporation or any agreement by and among the stockholders 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.

            Section 2. Powers. 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
(except that a committee may, to the extent authorized in the resolution or
resolutions providing for the issuance of shares of stock adopted by the Board
of Directors as provided in Section 151(a) of the State of Delaware General
Corporation Law, fix any of the preferences or rights of such shares relating to
dividends, redemption, dissolution, any distribution of assets of the
corporation or the conversion into, or the exchange of such shares for, shares
of any other class or classes or any other series of the same or any other class
or classes of stock of the corporation), 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 these by-laws; and, unless the resolution or the
certificate of incorporation expressly so provides, no such committee shall have
the power or authority to declare a dividend or to authorize the issuance of
stock or to adopt a certificate of ownership and merger. 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 3. Minutes and Reports. Each committee shall keep regular
minutes of its meetings and report the same to the Board of Directors when
required.

                                   ARTICLE V.

                                     NOTICES

            Section 1. Form and Delivery. Whenever, under the provisions of
statutes, the certificate of incorporation or these by-laws, 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 three (3) days after the time of mailing. Notice to directors may also be
given by telegram,

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telex or facsimile transmission at such director's address as it appears in the
corporation's records.

            Section 2. Waiver. Whenever any notice is required to be given under
the provisions of statutes, the certificate of incorporation or these by-laws, 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 to receipt of the notice.

            Section 3. Attendance at Meetings as Waiver of Notice. Any
stockholder who attends a meeting of stockholders in person or is represented at
that meeting by proxy without protesting, at the commencement of the meeting,
the lack of notice to him or any director who attends a meeting of the Board of
Directors without protesting, at the commencement of the meeting, the lack of
notice to him shall, in each case, be conclusively deemed to have waived notice
of that meeting.

                                   ARTICLE VI.

                                    OFFICERS

            Section 1. Designation. Subject to the terms of any agreement by and
among the stockholders, the officers of the corporation shall be chosen by the
Board of Directors and shall be a Chairman, a President, a Treasurer and a
Secretary. The Board of Directors may also choose one or more Vice Presidents
and one or more Assistant Treasurers and Assistant Secretaries. Any number of
offices may be held by the same person, unless the certificate of incorporation
or these by-laws otherwise provide.

            Section 2. Election. Subject to the terms of any agreement by and
among the stockholders, the Board of Directors at its annual meeting shall
choose a President, a Treasurer and a Secretary and may choose such other
officers as it deems appropriate.

            Section 3. Powers and Other Duties. The officers shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board of Directors.

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

            Section 5. Term of, and Removal from, Office. The officers of the
corporation shall hold office until their successors are chosen and qualified.
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.

            Section 6. The Chairman. The Chairman shall be the Chairman of the
Board of Directors. The Chairman shall have such powers and perform such duties
as usually pertain to

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the office of the Chairman as may from time to time be assigned by the Board of
Directors. The Chairman shall preside at all meetings of the stockholders and
the Board of Directors.

            Section 7. The President. The President shall be the chief executive
officer of the corporation and shall have general supervision and control over,
and responsibility for, the day-to-day operations of the corporation, subject to
the general policy directions of the Chairman of the Board and/or the Board of
Directors itself, shall see that all orders and resolutions of the Board of
Directors are carried into effect and shall have such other powers and shall
perform such other duties as may from time to time be assigned to him by the
Chairman and/or the Board of Directors.

            The President shall, under the seal of the corporation, execute
bonds, mortgages and other contracts requiring a seal 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 8. The Treasurer. 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. The Treasurer 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 the Treasurer's transactions and of the financial condition of the
corporation.

            If required by the Board of Directors, the Treasurer shall give the
corporation a bond (which shall be renewed every six (6) 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 the Treasurer's office and for the
restoration to the corporation, in case of the Treasurer's death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under the Treasurer's
control belonging to the corporation.

            Section 9. Vice Presidents. The Vice Presidents, if any, shall
perform such duties and have such powers as the Board of Directors may from time
to time prescribe.

            Section 10. The Secretary. 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 Board of Directors and of the
stockholders in a book to be kept for that purpose and shall perform like duties
for the standing committees when required. The Secretary 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 the President, under whose supervision he shall be.
The Secretary shall have custody of the corporate seal of the corporation and
the Secretary or an Assistant Secretary shall have authority

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to affix the same to any instrument requiring it and when so affixed, it may be
attested by the Secretary's 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 the
Secretary's signature.

            Section 11. The Assistant Treasurers and Secretaries. The Assistant
Treasurer and Assistant Secretary (or, if there is more than one, the Assistant
Treasurers and Assistant Secretaries in the order designated by the Board of
Directors or, if there be no such designation, then in the order of their
election) shall, in the absence of the Treasurer or Secretary, or in the event
of the Treasurer's or Secretary's inability or refusal to act, perform the
duties and exercise the powers of the Treasurer or Secretary and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

                                  ARTICLE VII.

                             CERTIFICATES FOR SHARES

            Section 1. Form and Signatures. The shares of the corporation shall
be represented by a certificate or shall be uncertificated. Certificates shall
be signed by, or in the name of the corporation by, the President and the
Treasurer or Secretary or an Assistant Treasurer or Assistant Secretary of the
corporation.

            Upon the face or back of each stock certificate issued to represent
any partly paid shares, or upon the books and records of the corporation in the
case of uncertificated partly paid shares, shall be set forth the total amount
of the consideration to be paid therefor and the amount paid thereon shall be
stated.

            If the corporation shall be authorized to issue more than one (1)
class of stock or more than one (1) 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 State of Delaware
General Corporation Law, in lieu of the foregoing requirements, there may be set
forth on the face or faces 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.

            Within a reasonable time after the issuance or transfer of
uncertificated stock, the corporation shall send to the registered owner thereof
a written notice containing the information required to be set forth or stated
on certificates pursuant to Sections 151, 156, 202(a) or 218(a) of the State of
Delaware General Corporation Law or a statement that the corporation will
furnish

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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. Signature on Certificates. Any or all of the signatures
on a 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.

            Section 3. Lost Certificates. The Board of Directors may direct a
new certificate or certificates or uncertificated shares to be issued in place
of any certificate or certificates theretofore issued by the corporation alleged
to have been lost, stolen or destroyed. When authorizing such issue of a new
certificate or certificates or uncertificated shares, the Board of Directors may
require the owner or his legal representative to give the corporation a bond in
such sum as it may direct as indemnity against the corporation with respect to
the certificate alleged to have been lost, stolen or destroyed.

            Section 4. Transfers of Stock. 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. Upon receipt of proper transfer instruments from the
registered owner of uncertificated shares, such uncertificated shares shall be
canceled and issuance of new equivalent uncertificated shares or certificated
shares shall be made to the person entitled thereto and the transaction shall be
recorded upon the books of the corporation.

            Section 5. Record Date. 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, to express consent to corporate action in writing
without a meeting, to receive payment of any dividend or other distribution or
allotment of any rights, to exercise any rights in respect of 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.

            Section 6. Registered Stockholders. 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 statute.

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                                  ARTICLE VIII.

                          INDEMNIFICATION AND INSURANCE

            Section 1. Indemnification. (a) The corporation shall indemnify any
director or officer of the corporation and may indemnify any employee or agent
of the corporation 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 (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

            (b) The corporation shall indemnify any director or officer of the
corporation and may indemnify any employee or agent of the corporation who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the Court of Chancery of the State of Delaware or the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
the Court of Chancery or such other court shall deem proper.

            (c) Any indemnification under Section 1(a) and (b) of this Article
VIII (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
has met the applicable standard of conduct set forth in Section 1(a) and (b).
Such determination shall be made (i) by the Board by a majority vote of a quorum
consisting

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of directors who were not parties to such action, suit or proceeding, or (ii) if
such a quorum is not obtainable, or, even if obtainable, a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (iii) by the stockholders of the corporation.

            (d) Expenses (including attorneys' fees) incurred by an officer,
director, employee or agent in defending any civil, criminal, administrative or
investigative action, suit or proceeding may 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 or officer to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation pursuant to this Article VIII. Such expenses
(including attorneys' fees) incurred by other employees and agents may be so
paid upon such terms and conditions, if any, as the Board deems appropriate.

            (e) The indemnification and advancement of expenses provided by, or
granted pursuant to, other Sections of this Article VIII shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any law, by-law, agreement, vote
of stockholders or disinterested directors or otherwise, both as to action in an
official capacity and as to action in another capacity while holding such
office.

            (f) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article VIII shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

            Section 2. Insurance for Indemnification. The corporation may
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability under the
provisions of Section 145 of the General Corporation Law.

                                   ARTICLE IX.

                               GENERAL PROVISIONS

            Section 1. Dividends. Dividends upon the outstanding capital stock
of the corporation, subject to the provisions of the statutes, the certificate
of incorporation or any agreement by and among or with any stockholders, may be
declared by the Board of Directors at any regular or special meeting of
directors and dividends may be paid in cash, property or in shares of the
capital stock.

            Section 2. Reserves. Before payment of any dividend, there may be
set aside out of any funds of the corporation available for dividends such sum
or sums as the directors from

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time to time, in their absolute discretion, think proper as a reserve or
reserves to meet contingencies, for equalizing dividends, for repairing or
maintaining any property of the corporation or for such other purpose 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.

            Section 3. Annual Statement. The Board of Directors shall present at
each annual meeting or special meeting of the stockholders, when called for by
vote of the stockholders, a full and clear statement of the business and
condition of the corporation.

            Section 4. Checks. 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.

            Section 5. Fiscal Year. The fiscal year of the corporation shall be
fixed by resolution of the Board of Directors.

            Section 6. Corporate Seal. The corporate seal shall have 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, affixed, reproduced or otherwise.

                                   ARTICLE X.

                                   AMENDMENTS

            These by-laws may be altered, amended or repealed or new by-laws may
be adopted by the stockholders 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 by-laws is contained in
the notice of such special meeting. If the power to adopt, amend or repeal
by-laws 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 by-laws.

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