SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



Form 8-K

CURRENT REPORT


Pursuant to Section 13 or 15(d) of the Securities Exchange Act 
of 1934

Date of Report (Date of earliest event reported) May 13, 1999


Lone Star Industries, Inc.
(Exact name of registrant as specified in its charter)


        Delaware                 1-2333            13-0982660
 (State or other jurisdiction   (Commission        (IRS Employer
       of incorporation)       File Number)      Identification No.)




300 First Stamford Place, P. O. Box 120014, Stamford, CT 06912-0014
         (Address of principal executive offices)    (Zip Code)


Registrant's telephone number, including area code  (203) 969-8600





ITEM 5.  OTHER EVENTS.

	At the Company's annual meeting held on May 13, 1999, its 
stockholders approved an amendment to the Company's certificate 
of incorporation increasing the authorized shares of Common 
Stock from 50,000,000 to 75,000,000.  A copy of the amendment is 
attached hereto as Exhibit A.

	Also on May 13, 1999, the Company's Board of Directors 
amended and restated the Company's By-laws to, among other 
things, change the procedures for stockholder nominations and 
proposals of business at annual and special meetings, establish 
procedures for fixing record dates for stockholder action by 
written consent and provide for a 66 2/3% vote for certain 
amendments to the By-laws by stockholders.  Under the Amended 
and Restated By-laws, stockholder proposals for the Company's 
Annual Meeting to be held in the year 2000 will be considered 
untimely unless provided to the Company, in the manner provided 
in the By-laws, not later than the close of business on February 
11, 2000 and not earlier than the close of business on January 
14, 2000.  In order for stockholder proposals to be timely for 
inclusion in the Company's proxy statement pursuant to Rule 14a-
8 under the Securities Exchange Act of 1934, as amended, such 
proposals must also be received by the Company not later than 
the close of business on November 30, 1999.  A copy of the 
Amended and Restated By-laws is attached hereto as Exhibit B.


SIGNATURES


	Pursuant to the requirements of the Securities Exchange Act 
of 1934, Lone Star Industries, Inc. has duly caused this report 
to be signed on its behalf by the undersigned hereunto duly 
authorized.


						LONE STAR INDUSTRIES, INC.


						By: /s/ James W. Langham
							   James W. Langham
						         Vice President












Date:  May 13, 1999

							EXHIBIT A


CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION


Lone Star Industries, Inc., a corporation organized and existing 
under and by virtue of the General Corporation Law of the State 
of Delaware (the "Corporation"), DOES HEREBY CERTIFY:

	FIRST:  That at a meeting of the Board of Directors of the 
Corporation resolutions were duly adopted setting forth a 
proposed amendment to Article FOURTH of the Restated Certificate 
of Incorporation of the Corporation, declaring said amendment to 
be advisable and directing that the amendment proposed be 
considered at the next annual meeting of the stockholders.  The 
resolution setting forth the proposed amendment is as follows:

		RESOLVED, that the Board of Directors 
declares it advisable and recommends to the 
stockholders that at the 1999 Annual Meeting 
of Stockholders Article FOURTH of the 
Restated Certificate of Incorporation of the 
Company be amended to be and to read as 
follows:

		"FOURTH:  The corporation shall have 
authority to issue Seventy-Five Million 
(75,000,000) shares of common stock, par 
value one dollar ($1.00) per share."


	SECOND:  That thereafter, pursuant to resolutions of its 
Board of Directors, an annual meeting of the stockholders of the 
Corporation was duly called and held, upon notice in accordance 
with Section 222 of the General Corporation Law of the State of 
Delaware, at which meeting the necessary number of shares as 
required by statute were voted in favor of the proposed amendment.

	THIRD:  That the proposed amendment was duly adopted in 
accordance with the provisions of Section 242 of the General 
Corporation Law of the State of Delaware.

	IN WITNESS WHEREOF, the Corporation has caused this 
Certificate of Amendment of the Restated Certificate of 
Incorporation to be signed by James W. Langham, its Vice 
President, General Counsel and Secretary this 13th day of May, 
1999.


						By:	/s/James W. Langham
							      James W. Langham
             Vice President, General 
             Counsel and Secretary


							EXHIBIT B

AMENDED AND RESTATED

BY-LAWS

OF

LONE STAR INDUSTRIES, INC.




ARTICLE I

Offices.

	Section 1.  Principal Office.  The principal office of the 
Corporation in the State of Delaware shall be in the City of 
Wilmington, County of New Castle, and its resident agent shall 
be The Corporation Trust Company.
	
         Section 2.  Other Offices.  The Corporation may have 
offices at any other place or places, as from time to time the 
Board of Directors may determine or the business of the 
Corporation may require.


ARTICLE II.

Meetings of Stockholders.

	Section 1.  Annual Meetings.  The annual meeting of the 
stockholders for the election of directors and for the 
transaction of such other business as may come before the 
meeting shall be held on such date as may be fixed by the Board 
of Directors and specified in the notice thereof.

	Section 2.  Special Meetings.  Special meetings of the 
stockholders for any purpose or purposes, unless otherwise 
prescribed by statute, may be called at any time by the Chairman 
of the Board or by the Board of Directors.  At any such special 
meeting of the stockholders, only such business shall be 
conducted as shall have been specified in the notice of meeting 
(or any supplement thereto).

	Section 3.  Place of Meeting.  Each meeting of stockholders 
of the Corporation shall be held at the place, within or without 
the State of Delaware, and at the hour specified in the notice 
or waiver of notice of the meeting.

	Section 4.  Notice of Meetings.  Except as otherwise 
provided by law, notice of each meeting of the stockholders 
shall be given to each stockholder of record entitled to vote at 
such meeting, not less than ten nor more than sixty days before 
the day on which the meeting is to be held.  Notice may be given 
by delivering a written or printed notice thereof to a 
stockholder personally, or by mailing such notice in a postage 
prepaid envelope addressed to a stockholder at his or address 
appearing in the records of the Corporation or by transmitting 
notice thereof to a stockholder at such address by telegraph, 
cable, wireless or other legally permitted form of 
communication.  Except where expressly required by law, no 
publication of any notice of a meeting of stockholders shall be 
required.  Notice of any meeting of stockholders shall not be 
required to be given to any stockholder who attends such meeting 
in person or by proxy without protesting at the beginning of the 
meeting that the meeting is not lawfully called or convened or 
who in person or by attorney duly authorized to do so waives 
such notice in writing or by telegraph, cable, wireless or other 
legally permitted form of communication, either before or after 
such meeting.  Notice of any adjourned meeting of the 
stockholders shall not be required to be given, except where 
expressly required by law.

	Section 5.  Quorum.  At each meeting of the stockholders, 
except where other provision is made by law, presence in person 
or by proxy of the holders of a majority of the issued and 
outstanding stock of the Corporation entitled to vote at the 
meeting constitutes a quorum for the transaction of business.  
In the absence of a quorum, a majority in voting interest of the 
stockholders of the Corporation present in person or by proxy 
and entitled to vote, or, in the absence of all the stockholders 
entitled to vote, any officer entitled to preside at, or act as 
secretary of, such meeting shall have the power to adjourn the 
meeting from time to time, until stockholders holding the 
requisite amount of stock shall be present or represented.  At 
any such adjourned meeting at which a quorum is present, any 
business may be transacted which might have been transacted at 
the meeting as originally called.  No notice of an adjourned 
meeting need be given if the time and place are announced at the 
meeting at which the adjournment is taken unless the adjournment 
is for more than 30 days or a new record date is fixed for the 
meeting.

	Section 6.  Organization.  At each meeting of the 
stockholders, the Chairman of the Board, or if he or she is 
absent, such person as may be designated by the Board of 
Directors, or if such person is absent, another officer of the 
Corporation chosen as chairman of such meeting by a majority in 
voting interest of the stockholders present in person or by 
proxy and entitled to vote at the meeting, or if all the 
officers of the Corporation are absent, a stockholder holding of 
record shares of stock of the Corporation so chosen, shall act 
as chairman of the meeting and preside at it.  The Secretary, or 
if he or she is absent from such meeting or is required pursuant 
to the provisions of this Section 6 to act as chairman of such 
meeting, the person (who shall be an Assistant Secretary, if an 
Assistant Secretary is present at the meeting) whom the chairman 
of the meeting shall appoint, shall act as secretary of the 
meeting and keep the minutes of it.

	Section 7.  Conduct of Meeting.  The date and time of the 
opening and the closing of the polls for each matter upon which 
the stockholders will vote at a meeting shall be announced at 
the meeting by the person presiding over the meeting.  The Board 
of Directors may adopt by resolution such rules, regulations and 
procedures for the conduct of the meeting of stockholders as it 
shall deem appropriate.  Except to the extent inconsistent with 
such rules and regulations as adopted by the Board of Directors, 
the chairman of any meeting of stockholders shall have the right 
and authority to convene and to adjourn the meeting, to 
prescribe such rules, regulations and procedures and to do all 
such acts as, in the judgment of such chairman, are appropriate 
for the proper conduct of the meeting.  Such rules, regulations 
or procedures, whether adopted by the Board of Directors or 
prescribed by the chairman of the meeting, may include, without 
limitation, the following (i) the establishment of an agenda or 
order of business for the meeting; (ii) rules, regulations and 
procedures for maintaining order at the meeting and the safety 
of those present; (iii) limitations on attendance at or 
participation in the meeting to stockholders of record of the 
Corporation, their duly authorized and constituted proxies or 
such other persons as the chairman of the meeting shall 
determine; (iv) restrictions on entry to the meeting after the 
time fixed for the commencement thereof; and (v) limitations on 
the time allotted to questions or comments by participants.  
Unless and to the extent determined by the Board of Directors or 
the chairman of the meeting, meetings of stockholders shall not 
be required to be held in accordance with the rules of 
parliamentary procedure.

	Section 8.  Voting.  Except as otherwise provided by 
applicable law or in the Certificate of Incorporation, each 
stockholder shall, at each meeting of the stockholders, be 
entitled to one vote in person or by proxy for each share of 
stock of the Corporation held by him or her and registered in 
his or her name on the books of the Corporation on the date 
fixed pursuant to the provisions of Section 7 of Article VII of 
these By-laws as the record date for the determination of 
stockholders who shall be entitled to notice of and to vote at 
such meeting.  Each stockholder entitled to vote shall be 
entitled to vote in person or by proxy; however, no proxy shall 
be voted or acted upon after three (3) years from its date, 
unless the proxy shall provide for a longer period.  At all 
meetings of the stockholders all matters, except where other 
provision is made by law, by the Certificate of Incorporation of 
the Corporation, by these By-laws or by the rules or regulations 
of any stock exchange applicable to the Corporation, shall be 
decided by the vote of a majority in voting interest of the 
stockholders present in person or by proxy and entitled to vote, 
as long as a quorum is present.  Unless demanded by a 
stockholder of the Corporation present in person or by proxy at 
any meeting of the stockholders and entitled to vote thereat or 
so directed by the chairman of the meeting, the vote on any 
questions need not be by ballot.  Upon a demand of any 
stockholder for a vote by ballot on any question or at the 
direction of the chairman that a vote by ballot be taken on any 
question, such vote shall be taken.  On a vote by ballot each 
ballot shall be signed by the stockholder voting, or by his or 
her proxy, if there be such proxy, and shall state the number of 
shares voted.

	Section 9.  List of Stockholders.  It shall be the duty of 
the Secretary or other officer of the Corporation who shall have 
charge of its stock ledger, either directly or through another 
officer of the Corporation designated by him or her or through a 
transfer agent appointed by the Board of Directors, to prepare 
and make, at least ten (10) days before every meeting of the 
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 said meeting, either 
at a place within the city where said meeting is to be held, 
which place shall be specified in the notice of said meeting, 
or, if not so specified, at the place where said meeting is to 
be held.  The list shall also be produced and kept at the time 
and place of said meeting during the whole meeting, and may be 
inspected by any stockholder who is present.  The stock ledger 
shall be the only evidence as to who are the stockholders 
entitled to examine the stock ledger, such list or the books of 
the Corporation, or to vote in person or by proxy at any meeting 
of stockholders.

	Section 10.  Inspectors of Votes.  At each meeting of the 
stockholders the chairman of such meeting may appoint two 
Inspectors of Votes to act at it.  Each appointed Inspector of 
Votes shall first subscribe to an oath or affirmation faithfully 
to execute the duties of an Inspector of Votes at the meeting 
with strict impartiality and according to the best of his or her 
ability.  The Inspector of Votes, if any, shall take charge of 
the ballots at the meeting and after the balloting on any 
question shall count the ballots cast and shall make a report in 
writing to the secretary of the meeting of the results of the 
vote.  An Inspector of Votes need not be a stockholder of the 
Corporation, and any officer of the Corporation may be an 
Inspector of Votes on any question other than a vote for or 
against his or her election to any position within the 
Corporation or any other question in which he or she may be 
directly interested.

	Section 11.  Notice of Stockholder Business and Nominations.
    	(A)	Annual Meetings of Stockholders.  (1) Nominations of 
persons for election to the Board of Directors of the Corporation 
and the proposal of business to be considered by the stockholders 
may be made at an annual meeting of the stockholders only (a) 
pursuant to the Corporation's notice of meeting (or any 
supplement thereto), (b) by or at the direction of the Board of 
Directors or (c) by any stockholder of the Corporation who was a 
stockholder of record of the Corporation at the time the notice 
provided for in this Section 11 is delivered to the Secretary of 
the Corporation, who is entitled to vote at the meeting and who 
complies with the notice procedures set forth in this Section 11.
	(2)	For nominations or other business to be properly 
brought before an annual meeting by a stockholder pursuant to 
clause (c) of paragraph (A)(1) of this Section 11, the 
stockholder must have given timely notice thereof in writing to 
the Secretary of the Corporation and any such proposed business 
other than the nominations of persons for election to the Board 
of Directors must constitute a proper matter for stockholder 
action.  To be timely, a stockholder's notice shall be delivered 
to the Secretary at the principal executive offices of the 
Corporation not later than the close of business on the ninetieth 
day nor earlier than the close of business on the one hundred 
twentieth day prior to the first anniversary of the preceding 
year's annual meeting (provided, however, that in the event that 
the date of the annual meeting is more than thirty days before or 
more than seventy days after such anniversary date, notice by the 
stockholder must be so delivered not earlier than the close of 
business on the one hundred twentieth day prior to such annual 
meeting and not later than the close of business on the later of 
the ninetieth day prior to such annual meeting or the tenth day 
following the day on which public announcement of the date of 
such meeting is first made by the Corporation).  In no event 
shall the public announcement of an adjournment or postponement 
of an annual meeting commence a new time period (or extend any 
time period) for the giving of a stockholder's notice as 
described above.  Such stockholder's notice shall set forth:  (a) 
as to each person whom the stockholder proposes to nominate for 
election as a director all information relating to such person 
that is required to be disclosed in solicitations of proxies for 
election of directors in an election contest, or is otherwise 
required, in each case pursuant to Regulation 14A under the 
Securities Exchange Act of 1934, as amended (the "Exchange Act") 
and Rule 14a-11 thereunder (and such person's written consent to 
being named in the proxy statement as a nominee and to serving as 
director if elected); (b) as to any other business that the 
stockholder proposes to bring before the meeting, a brief 
description of the business desired to be brought before the 
meeting, the text of the proposal or business (including the text 
of any resolutions proposed for consideration and in the event 
that such business includes a proposal to amend the By-laws of 
the Corporation, the language of the proposed amendment), the 
reasons for conducting such business at the meeting and any 
material interest in such business of such stockholder and the 
beneficial owner, if any, on whose behalf the proposal is made; 
and (c) as to the stockholder giving the notice and the 
beneficial owner, if any, on whose behalf the nomination or 
proposal is made (i) the name and address of such stockholder, as 
they appear on the Corporation's books, and of such beneficial 
owner, (ii) the class and number of shares of capital stock of 
the Corporation which are owned beneficially and of record by 
such stockholder and such beneficial owner, (iii) a 
representation that the stockholder is a holder of record of 
stock of the Corporation entitled to vote at such meeting and 
intends to appear in person or by proxy at the meeting to propose 
such business and nomination, and (iv) a representation whether 
the stockholder or the beneficial owner, if any, intends or is 
part of a group which intends (a) to deliver a proxy statement 
and/or form of proxy to holders of at least the percentage of the 
Corporation's outstanding capital stock required to approve or 
adopt the proposal or elect the nominee and/or (b) otherwise to 
solicit proxies from stockholders in support of such proposal or 
nomination.  The Corporation may require any proposed nominee to 
furnish such other information as it may reasonably require to 
determine the eligibility of such proposed nominee to serve as a 
director of the Corporation.
	(3)	Notwithstanding anything in the second sentence of 
paragraph (A)(2) of this Section 11 to the contrary, in the event 
that the number of directors to be elected to the Board of 
Directors of the Corporation at an annual meeting is increased 
and there is no public announcement by the Corporation naming the 
nominees for the additional directorships at least one hundred 
days prior to the first anniversary of the preceding year's 
annual meeting, a stockholder's notice required by this Section 
11 shall also be considered timely, but only with respect to 
nominees for the additional directorships, if it shall be 
delivered to the Secretary at the principal executive offices of 
the Corporation not later than the close of business on the tenth 
day following the day on which such public announcement is first 
made by the Corporation.
    	(B)  Special Meeting of Stockholders.  Only such business 
shall be conducted at a special meeting of stockholders as shall 
have been brought before the meeting pursuant to the 
Corporation's notice of meeting.  Nominations of persons for 
election to the Board of Directors may be made at a special 
meeting of stockholders at which directors are to be elected 
pursuant to the Corporation's notice of meeting (1) by or at the 
direction of the Board of Directors or (2) provided that the 
Board of Directors has determined that directors shall be elected 
at such meeting, by any stockholder of the Corporation who is a 
stockholder of record at the time the notice provided for in this 
Section 11 is delivered to the Secretary of the Corporation, who 
is entitled to vote at the meeting and upon such election and who 
complies with the notice procedures set forth in this Section 11.  
In the event the Corporation calls a special meeting of 
stockholders for the purpose of electing one or more directors to 
the Board of Directors, any such stockholder entitled to vote in 
such election of directors may nominate a person or persons (as 
the case may be) for election to such position(s) as specified in 
the Corporation's notice of meeting, if the stockholder's notice 
required by paragraph (A)(2) of this Section 11 shall be 
delivered to the Secretary at the principal executive offices of 
the Corporation not earlier than the close of business on the one 
hundred twentieth day prior to such special meeting and not later 
than the close of business on the later of the ninetieth day 
prior to such special meeting or the tenth day following the day 
on which public announcement is first made of the date of the 
special meeting and of the nominees proposed by the Board of 
Directors to be elected at such meeting.  In no event shall the 
public announcement of an adjournment or postponement of a 
special meeting commence a new time period (or extend any time 
period) for the giving of a stockholder's notice as described 
above.
    	(C)	General.  (1) Only such persons who are nominated in 
accordance with the procedures set forth in this Section 11 shall 
be eligible to be elected at an annual or special meeting of 
stockholders of the Corporation to serve as directors and only 
such business shall be conducted at a meeting of stockholders as 
shall have been brought before the meeting in accordance with the 
procedures set forth in this Section 11.  Except as otherwise 
provided by law, the chairman of the meeting shall have the power 
and duty (a) to determine whether a nomination or any business 
proposed to be brought before the meeting was made or proposed, 
as the case may be, in accordance with the procedures set forth 
in this Section 11 (including whether the stockholder or 
beneficial owner, if any, on whose behalf the nomination or 
proposal is made solicited (or is part of a group which is 
solicited) or did not so solicit, as the case may be, proxies in 
support of such stockholder's nominee or proposal in compliance 
with such stockholder's representation as required by clause 
(A)(2)(c)(iv) of this Section 11) and (b) if any proposed 
nomination or business was not made or proposed in compliance 
with this Section 11, to declare that such nomination shall be 
disregarded or that such proposed business shall not be 
transacted.
	(2)	For purposes of this Section 11, "public announcement" 
shall mean disclosure in a press release reported by the Dow 
Jones News Service, Associated Press or comparable national news 
service or in a document publicly filed by the Corporation with 
the Securities and Exchange Commission pursuant to Section 13, 14 
or 15(d) of the Exchange Act.
	(3)	Notwithstanding the foregoing provisions of this 
Section 11, a stockholder shall also comply with all applicable 
requirements of the Exchange Act and the rules and regulations 
thereunder with respect to the matters set forth in this Section 
11.  Nothing in this Section 11 shall be deemed to affect any 
rights (a) of stockholders to request inclusion of proposals in 
the Corporation's proxy statement pursuant to Rule 14a-8 under 
the Exchange Act or (b) the holders of any series of Preferred 
Stock to elect directors pursuant to any applicable provisions of 
the Certificate of Incorporation.


ARTICLE III.

Board of Directors.

	Section 1.  General Powers.  The property, business and 
affairs of the Corporation shall be managed by or under the 
direction of the Board of Directors.

	Section 2.  Number, Qualification and Term of Office.  
Subject to the requirements of the laws of the State of Delaware 
and of the Certificate of Incorporation of the Corporation, the 
number of directors, which shall be not less than three nor more 
than nine directors, shall be determined from time to time by 
the Board of Directors of the Corporation.  Directors need not 
be stockholders.  Directors shall be divided into three classes, 
designated Class I, Class II and Class III.  Each class shall 
consist, as nearly as may be possible, of one third of the total 
number of directors constituting the entire Board of Directors.  
At each Annual Meeting of Stockholders, successors to the class 
of directors whose terms expire at that Annual Meeting shall be 
elected for a three year term.  If the number of directors is 
changed, an increase or decrease shall be apportioned among the 
classes so as to maintain the number of directors in each class 
as nearly equal as possible, but in no case shall a decrease in 
the number of directors shorten the term of any incumbent 
director.  A director shall hold office until the Annual Meeting 
of Stockholders for the year in which his or her term expires 
and until his or her successor is elected and qualified, 
subject, however, to prior death, resignation, retirement, 
disqualification or removal from office.

	Section 3.  Election of Directors.  At each meeting of the 
stockholders for the election of directors, the persons 
receiving the greatest number of votes, up to the number of 
directors to be elected, shall be the directors.

	Section 4.  Resignations.  Any director may resign at any 
time by giving written notice of resignation to the Corporation.  
The resignation shall take effect at the time specified, or, if 
the time when it becomes effective is not specified, then it 
shall take effect immediately upon its receipt by the Secretary.  
Unless otherwise specified in the resignation, acceptance is not 
necessary to make it effective.

	Section 5.  Removal of Directors.  Any vacancy in the Board 
of Directors caused by the removal of a director shall only be 
filled by the Board of Directors as provided in Section 6 of 
this Article III.  The term of a director elected to fill a 
vacancy caused by the removal of a director shall expire at the 
same time as the term of the other directors of the class in 
which the vacancy occurred.

	Section 6.  Vacancies, etc.  If there is a vacancy in the 
Board of Directors caused by the death, resignation, 
disqualification or removal of a director, or by an increase in 
the number of directors, the vacancy shall only be filled by a 
majority of the directors then in office, although less than a 
quorum, or by a sole remaining director.  The term of any 
director so elected by the Board of Directors shall expire at 
the same time as the term of the other directors of the class 
for which the new directorship is created or in which the 
vacancy occurred.

	Section 7.  Place of Meeting, etc.  The Board of Directors 
may hold its meeting at any place within or without the State of 
Delaware as it may determine.

	Section 8.  Organization Meeting.  After each annual 
meeting of stockholders at which directors are elected, and on 
the same day, the Board of Directors shall meet for the purpose 
of organization and the transaction of other business at the 
place where the annual meeting of the stockholders is held.  
Notice of the meeting need not be given.  The meeting may be 
held at any other time or place designated in a notice given as 
hereinafter provided for special meetings of the Board of 
Directors or in a consent and waiver of notice of meeting signed 
by all the directors.

	Section 9.  Regular Meetings.  Regular meetings of the 
Board of Directors shall be held at such times as the Board of 
Directors shall determine.  If the day fixed for the regular 
meeting is a legal holiday where the meeting is to be held, then 
the meeting shall be held at the same hour on the next 
succeeding business day.  Except as otherwise provided by law, 
notices of regular meetings need not be given.

	Section 10.  Special Meetings; Notice.  Special meetings of 
the Board of Directors shall be held whenever called by the 
Chairman of the Board, the Secretary, or a majority of the 
directors in office.  Notice of each such meeting shall be 
mailed, addressed to each director at the director's residence 
or usual place of business, at least two (2) days before the day 
on which such meeting is to be held or shall be sent to the 
director at the director's residence or usual place of business 
by telegraph, cable, wireless or other legally permitted form of 
communication (including, without limitation, by personal 
delivery or by telephone) not later than the day before the day 
on which the special meeting is to be held.  Each notice shall 
state the time and place of the meeting but need not state the 
purpose thereof, except as otherwise herein expressly provided.  
Notice of any meeting of the Board of Directors need not, 
however, be given to any director, if the director waives notice 
before or after the meeting in writing or by telegraph, cable, 
wireless or other legally permitted form of communication 
(including, without limitation, by personal delivery or 
telephone), or if the director is present at such meeting except 
if the director attends the 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.

	Section 11.  Quorum and Manner of Acting.  Except as 
otherwise provided by statute or by these By-laws, one-third of 
the total number of directors constituting the whole Board (but 
not less than two) shall be required to constitute a quorum for 
the transaction of business at any meeting, and the act of a 
majority of the directors present at any meeting at which a 
quorum is present shall be the act of the Board of Directors.  
Members of the Board of Directors, or any committee designated 
by the Board may participate in a meeting of the Board or such 
committee by means of conference telephone or other similar 
communications equipment by means of which all persons 
participating can hear each other and participation in a meeting 
pursuant to this provision shall constitute presence in person 
at such meeting.  In the absence of a quorum, a majority of the 
directors present may adjourn any meeting until a quorum is 
present.  Notice of any adjourned meeting need not be given.

	Section 12.  Action by Consent.  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 may be taken without a meeting if all 
members of the Board of Directors consent thereto in writing, 
and the writing or writings are filed with the minutes of 
proceedings of the Board of Directors.

	Section 13.  Remuneration.  Unless otherwise expressly 
provided by resolution adopted by the Board of Directors, none 
of the directors shall, as such, receive any stated remuneration 
for his or her service; but the Board of Directors may at any 
time or from time to time by resolution provide that 
consideration shall be paid to any director of the Corporation, 
either as his or her annual remuneration as such director or 
member of any committee of the Board of Directors and may, in 
addition, provide for remuneration for his or her attendance at 
each meeting of the Board of Directors or any such committee.  
The Board of Directors may also provide that the Corporation 
shall reimburse each director for any expenses paid by him or 
her on account of his or her attendance at any meeting.  Nothing 
in this Section shall be construed to preclude any director from 
serving the Corporation or its affiliates in any other capacity 
and receiving remuneration therefor.


ARTICLE IV.

Committees.

	Section 1.  Standing Committees; How Constituted and 
Powers.  The Board of Directors, in its discretion, may 
designate an Executive Committee, an Audit Committee and a 
Compensation Committee, consisting of two or more of the 
Directors.  The members of all Committees shall serve at the 
pleasure of the Board and may be removed at any time, with or 
without cause.

	Section 2.
	(a)	The Executive Committee.  Except as provided in this 
Section 2(a) below or pursuant to applicable law, the Executive 
Committee shall have and may exercise, when the Board is not in 
session, all the powers of the Board of Directors in the 
management of the business and affairs of the Corporation, and 
shall have the power to authorize the seal of the Corporation to 
be affixed to all papers which may require it.  The Executive 
Committee shall have the power and authority to declare a 
dividend and authorize the issuance of stock.  The Executive 
Committee shall not have the power (1) to fill vacancies on the 
Board of Directors or the Executive Committee; or (2) to make or 
amend or repeal By-laws of the Corporation; or (3) to change the 
dividend policy of the Corporation to increase, decrease, or 
omit any dividend; or (4) to remove or appoint any officer or 
director of the Corporation; or (5) to approve, adopt or 
recommend to the stockholders, any action or matter expressly 
required by law to be submitted to the stockholders for approval 
including, without limitation, any amendment to the Certificate 
of Incorporation; or (6) to recommend to the stockholders the 
sale, lease or exchange of all, or substantially all, of the 
Corporation's property and assets; or (7) to approve any 
acquisition involving more than $10,000,000 in assets or sales 
or purchase price; or (8) to recommend to the stockholders a 
dissolution of the Corporation or a revocation of a dissolution, 
or (9) to adopt a certificate of ownership and merger pursuant 
to Section 253 of the Delaware General Corporation Law.
	(b)	The Audit Committee.  The Audit Committee shall (i) 
recommend the principal auditors of the Corporation; (2) consult 
with the principal auditors with regard to the plan of audit; 
(3) review the report of the audit and the accompanying 
management letter; (4) consult with the principal auditors with 
regard to the adequacy of internal controls; (5) consult with 
the Corporation's internal auditors on the above matters, and 
(6) have such other duties and responsibilities as may be 
delegated to it from time to time.
	(c)  The Compensation Committee.  The Compensation 
Committee shall approve and recommend to the Board of Directors 
(1) compensation agreements for officers and directors; (2) the 
adoption of any compensation plans in which officers and 
directors are eligible to participate; and (3) the granting of 
stock options or any benefits to officers and directors under 
any such plans; and shall have such other duties and 
responsibilities as may be delegated to it from time to time.  
In connection with the Corporation's stock option plans, the 
Compensation Committee shall have the power to determine the 
terms and provisions of the respective stock option agreements 
(which need not be identical) and to make all other 
determinations necessary or advisable for the administration of 
such plans.  The Compensation Committee shall have the authority 
to determine the persons to whom, and the time or times at 
which, options may be granted, the number of shares to be 
subject to each, the price at which the shares subject thereto 
may be purchased, the period of each option and other terms and 
conditions thereof.

	Section 3.  Organization, etc.  The Chairman of a Standing 
Committee, selected by the members of the Board of Directors, 
shall act as chairman at all the meetings of the Standing 
Committee and the Secretary shall act as secretary thereof.  In 
case the Chairman of a Standing Committee or the Secretary is 
absent from any meeting of a committee, the Committee may 
appoint a chairman or secretary, as the case may be, of the 
meeting.

	Section 4.  Meetings.  Regular meetings of the Standing 
Committees (of which no notice shall be necessary) may be held 
on any day and at any place, fixed by a resolution adopted by a 
majority of the Committee or of the Board and communicated to 
all the Committee's members.  Special meetings of a Committee 
shall be held whenever called by the Chairman of a Standing 
Committee, the Chairman of the Board, the Secretary, or a 
majority of the members of a Standing Committee then in office.  
Notice of each special meeting of a Committee shall be given by 
mail, telegraph, cable, wireless or other legally permitted 
form of communication (including, without limitation, by 
personal delivery or by telephone) to each member of the 
Committee no later than the day before the day on which such 
meeting is to be held.  Notice of any such meeting need not be 
given to any member of the Committee, however, if waived by the 
member in writing or by telegraph, cable, wireless or other 
legally permitted form of communication (including, without 
limitation, by personal delivery or by telephone) or if he or 
she shall be present at such meeting except if the director 
attends the 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.  Subject 
to the provisions of this Article IV, a Committee, by resolution 
adopted by a majority of the whole Committee, may fix its own 
rules or procedures, and it shall keep a record of its 
procedures and report them to the Board of Directors at its next 
regular meeting after such procedures shall have been fixed.  
All such proceedings shall be subject to revision or alteration 
by the Board of Directors; provided, however, that third parties 
shall not be prejudiced by any such revisions or alterations.

	Section 5.  Quorum and Manner of Acting.  A majority of a 
Standing Committee shall constitute a quorum for the transaction 
of business, and, except as otherwise provided in these By-laws, 
the act of the majority of those present at a meeting thereof at 
which a quorum is present shall be the act of a Committee.

	Section 6.  Other Committees.  The Board of Directors may 
designate other Committees, each Committee to consist of two or 
more members.  Except as otherwise provided by law, the 
Committees shall have and may exercise, to the extent provided 
by the resolution, the powers of the Board in the management of 
the business and affairs of the Corporation, and have the power 
to authorize the seal of the Corporation to be affixed to all 
papers which require it.  The Committees shall have the names 
determined by the Board.  Members of the Committees may 
participate in meetings by conference call, or similar means as 
set forth in Section 11 of Article III.

	Section 7.  Action by Consent.  Unless otherwise restricted 
by the Certificate of Incorporation or these By-laws, any action 
required or permitted to be taken at any meeting of a Standing 
or other Committee may be taken without a meeting if all members 
of the Committee consent in writing.  The writing must then be 
filed with the minutes of the proceedings of the Committee.

	Section 8.  Reports.  Each Committee shall report all 
action taken by such Committee to the Board at its next meeting.

	Section 9.  Other.  The Board of Directors 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 the 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 place of any 
such absent or disqualified member.


ARTICLE V.

Officers.

	Section 1.  Number.  The officers of the corporation shall 
be a Chairman of the Board; a President; one or more Vice 
Presidents, any of whom may be designated as Senior Vice 
Presidents or Executive Vice Presidents; a Secretary; a 
Treasurer; a Controller and any other officers appointed 
pursuant to Section 3 of this Article V.  Any two or more 
offices, except those of President and Secretary, may be held by 
the same person.

	Section 2.  Election, Term of Office and Qualifications.  
The officers shall be elected annually by the Board of 
Directors, and, except in the case of officers appointed in 
accordance with the provisions of Section 3 of this Article V, 
each shall hold office until the next annual election of 
officers and until his or her successor has been duly elected 
and qualified, or until his or her death, or until he or she 
shall resign or be removed.

	Section 3.  Other Officers.  The Corporation may have any 
other officers and agents deemed necessary by the Board of 
Directors.  The other officers and agents shall be appointed in 
the manner, have the duties and hold their offices for the terms 
determined by the Board of Directors.  The Board of Directors 
may delegate to any principal officer the power to appoint or 
remove any other officers or agents.

	Section 4.  Resignations.  Any officer may resign at any 
time by giving written notice of resignation to the Corporation.  
The resignation shall take effect at the time specified or, if 
the time when it becomes effective is not specified, then it 
shall take effect immediately upon its receipt by the Secretary.  
Unless otherwise specified in the notice of resignation, the 
acceptance of such is not necessary to make it effective.
	
	Section 5.  Removal.  Any officer may be removed, with or 
without cause, by a vote of a majority of the whole Board of 
Directors at a regular meeting or a special meeting called for 
the purpose.

	Section 6.  Vacancies.  A vacancy in any office because of 
death, resignation, removal or any other cause shall be filled 
for the unexpired portion of the term in the manner prescribed 
in these By-laws for election or appointment to such office.

	Section 7.  The Chairman of the Board.  The Chairman of the 
Board (who shall be a Director) shall preside at all meetings of 
the Board of Directors and the stockholders.  The Chairman of 
the Board shall perform such other duties and may exercise such 
other powers as from time to time may be assigned to him or her 
by these By-laws or by the Board of Directors.  In the absence 
of the President, the Chairman shall perform all of the duties 
and exercise all powers of the President and Chief Executive 
Officer.

	Section 8.  The President.  The President, subject to the 
general control of the Board, shall be the Chief Executive 
Officer of the Corporation.  The President shall supervise 
generally the affairs of the Corporation and shall have all 
powers and perform all duties incident to the officer of a 
president and chief executive officer of a corporation and as 
provided in these By-laws.  The President shall exercise such 
other powers and perform such other duties as may be assigned to 
him or her by the Board of Directors.

	Section 9.  Executive Vice Presidents, Senior Vice 
Presidents and Vice Presidents.  The Executive Vice Presidents, 
Senior Vice Presidents and Vice Presidents shall perform such 
duties and exercise such powers as from time to time may be 
assigned to them by the Board of Directors, the Chairman of the 
Board and the President and Chief Executive Officer.

	Section 10.  The Secretary and the Assistant Secretaries.  
The Secretary shall (1) record or cause to be recorded in books 
kept for the purpose, the minutes of the meetings of the 
stockholders, the Board of Directors, the Standing Committees, 
and all other committees of the Board of Directors, if any; (2) 
see that all notices are duly given in accordance with the 
provisions of these By-laws and as required by law; (3) be 
custodian of all corporate records (other than financial) and of 
the seal of the Corporation and shall have the power to cause 
the seal to be affixed to all documents which are duly 
authorized to be executed on behalf of the Corporation; (4) keep 
the list of stockholders including the address of each 
stockholder, and make all proper changes in the list; (5) see 
that the books, reports, statements, certificates and all other 
documents and records required by law are properly kept and 
filed; and (6) in general, perform all duties incident to the 
office of Secretary and such other duties as may, from time to 
time, be assigned to him or her by the Board of Directors, the 
Chairman of the Board or the President.
	At the request of the Secretary, or in his or her absence 
or disability, any Assistant Secretary shall perform any of the 
duties of the Secretary and, when so acting, shall have all the 
powers of, and be subject to all the restrictions upon, the 
Secretary.  Except where by law the signature of the Secretary 
is required, each of the Assistant Secretaries shall possess the 
same power as the Secretary to sign certificates, contracts, 
obligations and other instruments of the Corporation, and to 
affix the seal of the Corporation to such instruments, and 
attest to them.

	Section 11.  The Treasurer and the Assistant Treasurers.  
The Treasurer shall (1) have charge and custody of, and be 
responsible for, all funds and securities of the Corporation, 
and shall deposit all such funds in the name of the Corporation 
in the banks, trust companies or other depositaries selected in 
accordance with the provisions of these By-laws, (2) render to 
the Board of Directors, whenever the Board may require him or 
her so to do, and shall present at the annual meeting of the 
stockholders, if called upon so to do by the Board of Directors, 
a report of all his or her transactions as Treasurer and (3) in 
general, perform all duties incident to the office of Treasurer 
and such other duties as may, from time to time, be assigned to 
him or her by the Board of Directors, the Chairman of the Board 
or the President.
	If required by the Board of Directors, the Treasurer shall 
give a bond for the faithful discharge of his or her duties in 
such sum and with such surety or sureties as the Board of 
Directors shall determine.
	At the request of the Treasurer, or in his or her absence 
or disability, any Assistant Treasurer may perform any of the 
duties of the Treasurer and, when so acting, shall have all the 
power of, and be subject to all the restrictions upon, the 
Treasurer.  Except where by law the signature of the Treasurer 
is required, each of the Assistant Treasurers shall possess the 
same power as the Treasurer to sign all certificates, contracts, 
obligations and other instruments of the Corporation.

	Section 12.  The Controller.  The Controller shall be the 
chief accounting officer of the Corporation, and as such shall 
be in charge of all internal audits and accounting procedures 
and records.  The Controller shall render to the Board of 
Directors, whenever he or she deems it appropriate or whenever 
the Board may require him or her so to do, appropriate financial 
or other reports as to the Corporation.

	Section 13.  Salaries.  The salaries of the Chairman of the 
Board, the Chief Executive Officer and the President shall be 
fixed from time to time by the Board of Directors.  The salaries 
of the other officers shall be fixed from time to time by the 
Chief Executive Officer after consultation with the Compensation 
Committee.  The salaries of any officers appointed by a 
principal officer pursuant to Section 3 of this Article V shall 
be fixed from time to time by the principal officer appointing 
such officers.  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.


ARTICLE VI.

Contracts, Checks, Loans and Deposits.

	Section 1.  Contracts, Checks, etc.  All contracts and 
agreements authorized by the Board of Directors, and all checks, 
drafts, bills of exchange or other orders for the payment of 
money, notes or other evidences of indebtedness issued in the 
name of the Corporation, shall be signed by the officer(s) or 
agent(s) designated by the Board of Directors.  The designation 
may be general or confined to specific instances.

	Section 2.  Proxies in Respect of Securities of Other 
Corporations.  Unless otherwise provided by resolution adopted 
by the Board of Directors, the Chairman of the Board, the 
President or a Vice President may appoint an attorney(s) or 
agent(s) to exercise in the name and on behalf of the 
Corporation the powers and rights of the Corporation as the 
holder of stock or other securities in any other corporation, to 
vote or to consent in respect of such stock or other securities.  
The Chairman of the Board, the President or a Vice President may 
instruct the person(s) so appointed as to the manner of 
exercising such powers and rights and the Chairman or the Board, 
the President or a Vice President may execute all such written proxies, 
powers of attorney or other written instruments as he or she may deem 
necessary for the Corporation to exercise such powers and 
rights.


ARTICLE VII.

Certificates of Stock, Books and Records.

	Section 1.  Form, Signature.  The certificates of stock of 
the Corporation shall be numbered and shall be entered in the 
books of the Corporation as they are issued.  They shall exhibit 
the holder's name and number of shares and shall be signed by 
the Chairman of the Board, the President, a Vice President and the 
Treasurer or an Assistant Treasurer or the Secretary or an 
Assistant Secretary; provided, however, that any signature on 
the certificate may be a facsimile.  If any officer of the 
Corporation who has signed, or whose facsimile signature has 
been placed upon such certificate, ceases to be such before such 
certificate has been issued, the certificate may nevertheless be 
issued by the Corporation with the same effect as though such 
person were such officer at the date of issuance.

	Section 2.  Transfer.  Transfers of stock shall be made on 
the books of the Corporation only by the person named in the 
certificate or by attorney lawfully constituted in writing, and 
upon surrender of the certificate therefor.

	Section 3.  Record Owner.  The Corporation shall be 
entitled to treat the holder of record of any share or shares of 
stock as the holder in fact and accordingly shall not be bound 
to recognize any equitable or other claim to or interest in the 
share on the part of any other person, whether or not the 
Corporation has express or other notice of it, except as 
expressly provided by the laws of Delaware.

	Section 4.  Lost Certificates.  Any person claiming a 
certificate of stock to be lost, stolen or destroyed shall make 
an affidavit or affirmation of that fact in form satisfactory to 
the Corporation and shall if the officers so require give the 
Corporation a bond of indemnity, in form and with one or more 
sureties satisfactory to the officers, in an amount which in the 
sole discretion of the officers is sufficient to indemnify the 
Corporation against any claim that may be made against it on 
account of the alleged loss, theft or destruction, or the 
issuance of a new certificate, whereupon a new certificate may 
be issued of the same tenor and for the same number of shares as 
the one alleged to be lost, stolen or destroyed.

	Section 5.  Books and Records.  The books and records of 
the Corporation may be kept at such places within or without the 
State of Delaware as the Board of Directors may determine.

	Section 6.  Fixing Date for Determination of Stockholders 
of Record.  In order that the Corporation may determine the 
identity of the stockholders entitled to notice of or to vote at 
any meeting of stockholders or any adjournment, or entitled to 
receive payment of any dividend or other distribution or 
allotment of any rights, or entitled to exercise any rights in 
respect of any other change, conversion or exchange of stock or 
for any other purpose, the Board of Directors may fix, in 
advance, a record date, which shall not be more than sixty (60) 
days not less than ten (10) days before the date of such 
meeting, nor more than (60) days prior to any other action.  If, 
in any case involving the determination of stockholders for any 
purpose other than notice of or voting at a meeting of 
stockholders, a record date is not fixed, the record date for 
determining stockholders for such purpose shall be the close of 
business on the day on which the Board of Directors shall adopt 
the resolution.  Notwithstanding anything herein to the 
contrary, the record date for determining stockholders of the 
Corporation entitled to express consent to corporate action 
without a meeting shall be fixed as described in Article XIII of 
the By-laws.  A determination of stockholders 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. 


ARTICLE VIII.

Dividends.

	Subject to the provisions of law and of the Certificate of 
Incorporation, the Board of Directors, at any regular or special 
meeting, may declare and pay dividends upon a share of stock 
either (a) out of its surplus as defined in and computed in 
accordance with the provisions of law or (b) in case it shall 
not have any such surplus, out of its net profits for the fiscal 
year in which the dividend is declared and/or the preceding 
fiscal year.
	Before payment of any dividend or making any distribution 
of profits, the Board of Directors in its sole discretion may 
set aside out of the surplus or net profits of the Corporation a 
sum as a reserve fund to meet contingencies or to equalize 
dividends, or to repair or maintain any property of the 
Corporation, or for any other purpose the directors think 
conducive to the interests of the Corporation.


ARTICLE IX.

Seal.

	The corporate seal shall bear the name of the Corporation, 
the year in which the Corporation was incorporated (1968) and 
the words "CORPORATE SEAL - DELAWARE."


ARTICLE X.

Fiscal Year.

	The fiscal year of the Corporation shall end on the thirty-
first day of December in each year.


ARTICLE XI.

Indemnification.

	Section 1.  Action, etc. Other than by or in the Right of 
the Corporation.  The Corporation shall indemnify and hold 
harmless, to the fullest extent permitted by applicable law as 
it presently exists or may hereafter be amended, any 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 (other 
than an action by or in the right of the Corporation) by reason 
of the fact that he or she, or a person of whom he or she was or 
is the legal representative, is or was a director, officer, 
employee, agent or member of a management committee of the 
Corporation, or is or was serving at the request of the 
Corporation as a director, officer, employee, agent or member of 
a management committee of another corporation, partnership, 
joint venture, trust or other enterprise, including service with 
respect to employee benefit plans, against all charges, expenses 
(including attorneys' fees), judgments, liabilities, ERISA 
excise taxes, fines, penalties and amounts paid in settlement 
actually and reasonably incurred by him or her in connection 
with such action, suit or proceeding if he or she acted in good 
faith and in a manner which he or she 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 or her 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 or she reasonably believed to be in or not opposed to the 
best interests of the Corporation, and, with respect to any 
criminal action or proceeding, that he or she had reasonable 
cause to believe that his or her conduct was unlawful.

	Section 2.  Actions, etc. by or in the Right of the 
Corporation.  The Corporation shall indemnify and hold harmless, 
to the fullest extent permitted by applicable law as it 
presently exists or may hereafter be amended, any person who was 
or is a party or is threatened to be made a party to any right 
of the Corporation to procure a judgment in its favor by reason 
of the fact that he or she 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 all expenses (including 
attorneys' fees) actually and reasonably incurred by him or her 
in connection with the defense or settlement of such action or 
suit if he or she acted in good faith and in a manner which he 
or she reasonably believed to be in or not opposed to the best 
interests of the Corporation.  However, 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 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.

	Section 3.  Determination of Right to Indemnification.  Any 
indemnification under Section 1 or 2 of this Article (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 of conduct set forth in Section 1 or 2 of 
this Article.  This determination shall be made, with respect to 
a person who is a director or officer at the time of such 
determination, (i) by a majority vote of the directors who were 
not parties to such action, suit or proceeding even though less 
than a quorum, or (ii) by a committee of such directors 
designated by majority vote of such directors, even though less 
than a quorum, or (iii) if there are no such directors, or if 
such directors so direct, by independent legal counsel in a 
written opinion, or (iv) by the stockholders.

	Section 4.  Right to Indemnification.  Notwithstanding the 
other provisions of this Article, to the extent that a present 
or former director, officer, employee or agent of the 
Corporation has been successful on the merits or otherwise in 
defense of any action, suit or proceeding referred to in Section 
1 or 2 of this Article, or in defense of any claim, issue or 
matter therein, he or she shall be indemnified against expenses 
(including attorneys' fees) actually and reasonably incurred by 
him or her in connection therewith.

	Section 5.  Prepaid Expenses.  Expenses (including 
attorneys' fees) incurred by a present or former officer or director in 
defending a civil, criminal, administrative or investigative action, suit 
or proceeding shall be paid by the Corporation in advance of the 
final disposition of such action, suit or proceeding upon 
receipt of an undertaking, to the extent required by applicable law,
by or on behalf of the director or officer to repay such amount if it shall
ultimately be determined that he or she is not entitled to be indemnified by 
the Corporation as authorized in this Article.

	Section 6.  Other Rights and Remedies.  The indemnification 
and advancement of expenses provided by, or granted pursuant to, 
the other subsections of this Article shall not be deemed 
exclusive of any other rights to which any person seeking 
indemnification or advancement of expenses may be entitled under 
any By-laws, agreement, vote of stockholders or disinterested 
directors or otherwise, both as to action in his or her official 
capacity and as to action in another capacity while holding such 
office.

	Section 7.  Continuation of Rights.  The indemnification 
and advancement of expenses provided by, or granted pursuant to, 
this Article 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 8.  Insurance.  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 or her and incurred in any such capacity, 
or arising out of his or her status as such, whether or not the 
Corporation would have the power to indemnify him or her against 
the liability under the provisions of this Article.

	Section 9.  Expenses as a Witness.  To the extent any 
director, officer, employee, member of a management committee or 
agent of the Corporation is by reason of such position, or a 
position with another entity at the request of the Corporation, 
a witness in any action, suit or proceeding, he or she shall be 
indemnified against all costs and expenses actually and 
reasonably incurred by him or her on his or her behalf in 
connection therewith.

	Section 10.	Other.  (a) Notwithstanding anything in this 
Article to the contrary, except as otherwise provided in Section 
10(b), the Corporation shall be required to indemnify a person 
pursuant to the terms of this Article in connection with an 
action, suit or proceeding (or part thereof) commenced by such 
person only if the commencement of such action, suit or 
proceeding (or part thereof) by the person was authorized by the 
Board of Directors.
	(b)  If a claim for indemnification or advancement of 
expenses under this Article is not paid in full within thirty 
days after a written claim therefor by a person described in 
Sections 1, 2, 5 or 9, as the case may be, of this Article has 
been received by the Corporation, such person may file suit to 
recover the unpaid amount of such claim and, if successful in 
whole or in part, shall be entitled to be paid the expense of 
prosecuting such claim.  In any such action the Corporation 
shall have the burden of proving that the person is not entitled 
to the requested indemnification or advancement of expenses 
under applicable law.


ARTICLE XIII.

Consent to Corporation Action.

	Section 1.	Record Date for Action by Written Consent.  
In order that the Corporation may determine the stockholders 
entitled to consent to corporate action in writing without a 
meeting, the Board of Directors may fix a record date, which 
record date shall not precede the date upon which the resolution 
fixing the record date is adopted by the Board of Directors, and 
which date shall not be more than ten (10) days after the date 
upon which the resolution fixing the record date is adopted by 
the Board of Directors.  Any stockholder of record seeking to 
have the stockholders authorize or take corporate action by 
written consent shall, by written notice to the Secretary, 
request the Board of Directors to fix a record date.  The Board 
of Directors shall promptly, but in all events within ten (10) 
days after the date on which such a request is received, adopt a 
resolution fixing the record date (unless a record date has 
previously been fixed by the Board of Directors pursuant to the 
first sentence of this Section 1).  If no record date has been 
fixed by the Board of Directors pursuant to the first sentence 
of this Section 1 or otherwise within ten (10) days of the date 
on which such a request is received, the record date for 
determining stockholders entitled to consent to corporate action 
in writing without a meeting, when no prior action by the Board 
of Directors is required by applicable law, shall be the first 
date on which a signed written consent setting forth the action 
taken or proposed to be taken is delivered to the Corporation by 
delivery to its registered office in Delaware, its principal 
place of business or to any officer or agent of the Corporation 
having custody of the books in which proceedings of meetings of 
stockholders are recorded.  Delivery shall be by hand or by 
certified or registered mail, return receipt requested.  If no 
record date has been fixed by the Board of Directors and prior 
action by the Board of Directors is required by applicable law, 
the record date for determining stockholders entitled to consent 
to corporate action in writing without a meeting shall be at the 
close of business on the date on which the Board of Directors 
adopts the resolution taking such prior action.

	Section 2.	Inspectors of Written Consent.  In the event 
of the delivery, in the manner provided by Section 1 of this 
Article XIII, to the Corporation of written consent or consents 
to take corporate action and/or any related revocation or 
revocations, the Corporation shall engage independent inspectors 
of elections for the purpose of performing promptly a 
ministerial review of the validity of the consents and 
revocations.  For the purpose of permitting the inspectors to 
perform such review, no action by written consent without a 
meeting shall be effective until such date as the independent 
inspectors certify to the Corporation that the consents 
delivered to the Corporation in accordance with Section 1 of 
this Article XIII represent at least the minimum number of votes 
that would be necessary to take the corporate action.  Nothing 
contained in this Section 2 shall in any way be construed to 
suggest or imply that the Board of Directors or any stockholder 
shall not be entitled to contest the validity of any consent or 
revocation thereof, whether before or after such certification 
by the independent inspectors, or to take any other action 
(including, without limitation, the commencement, prosecution, 
or defense of any litigation with respect thereto, and the 
seeking of injunctive relief in such litigation).

	Section 3.	Effectiveness of Written Consent.  Every 
written consent shall bear the date of signature of each 
stockholder who signs the consent and no written consent shall 
be effective to take the corporate action referred to therein 
unless, within sixty (60) days of the earliest dated written 
consent received in accordance with Section 1 of this Article 
XIII, a written consent or consents signed by a sufficient 
number of holders to take such action are delivered to the 
Corporation in the manner prescribed in Section 1 of this 
Article XIII.


ARTICLE XIV.

Amendments.

	All By-laws of the Corporation shall be subject to 
alteration or repeal, and new By-laws may be made, by the 
stockholders at any annual or special meeting, or, except as 
otherwise provided by the Certificate of Incorporation, these 
By-laws or by law, by the affirmative vote of a majority of the 
directors then in office given at any regular or special meeting 
of the Board of Directors; provided, however, that any 
alteration or repeal of any provision of Section 2, 5 or 11 of 
Article II; Section 2, 5, 6 or 11 of Article III; Article XI; or 
Article XII of these By-laws or of this Article XIV, and any new 
By-law that has the effect of altering, repealing or modifying 
any such provision, made by the stockholders shall require the 
affirmative vote of at least 66 2/3% of the voting power of the 
outstanding capital stock of the Corporation entitled to vote 
for the election of directors generally.
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SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act 
of 1934

Date of Report (Date of earliest event reported) May 13, 1999

Lone Star Industries, Inc.
(Exact name of registrant as specified in its charter)

        Delaware                 1-2333            13-0982660
 (State or other jurisdiction   (Commission        (IRS Employer
       of incorporation)       File Number)      Identification No.)

300 First Stamford Place, P. O. Box 120014, Stamford, CT 06912-0014
         (Address of principal executive offices)    (Zip Code)

Registrant's telephone number, including area code  (203) 969-8600

ITEM 5.  OTHER EVENTS.

	At the Company's annual meeting held on May 13, 1999, its 
stockholders approved an amendment to the Company's certificate 
of incorporation increasing the authorized shares of Common 
Stock from 50,000,000 to 75,000,000.  A copy of the amendment is 
attached hereto as Exhibit A.

	Also on May 13, 1999, the Company's Board of Directors 
amended and restated the Company's By-laws to, among other 
things, change the procedures for stockholder nominations and 
proposals of business at annual and special meetings, establish 
procedures for fixing record dates for stockholder action by 
written consent and provide for a 66 2/3% vote for certain 
amendments to the By-laws by stockholders.  Under the Amended 
and Restated By-laws, stockholder proposals for the Company's 
Annual Meeting to be held in the year 2000 will be considered 
untimely unless provided to the Company, in the manner provided 
in the By-laws, not later than the close of business on February 
11, 2000 and not earlier than the close of business on January 
14, 2000.  In order for stockholder proposals to be timely for 
inclusion in the Company's proxy statement pursuant to Rule 14a-
8 under the Securities Exchange Act of 1934, as amended, such 
proposals must also be received by the Company not later than 
the close of business on November 30, 1999.  A copy of the 
Amended and Restated By-laws is attached hereto as Exhibit B.

SIGNATURES

	Pursuant to the requirements of the Securities Exchange Act 
of 1934, Lone Star Industries, Inc. has duly caused this report 
to be signed on its behalf by the undersigned hereunto duly 
authorized.

						LONE STAR INDUSTRIES, INC.

						By: /s/ James W. Langham
							   James W. Langham
						         Vice President

Date:  May 13, 1999

							EXHIBIT A

CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

Lone Star Industries, Inc., a corporation organized and existing 
under and by virtue of the General Corporation Law of the State 
of Delaware (the "Corporation"), DOES HEREBY CERTIFY:

	FIRST:  That at a meeting of the Board of Directors of the 
Corporation resolutions were duly adopted setting forth a 
proposed amendment to Article FOURTH of the Restated Certificate 
of Incorporation of the Corporation, declaring said amendment to 
be advisable and directing that the amendment proposed be 
considered at the next annual meeting of the stockholders.  The 
resolution setting forth the proposed amendment is as follows:

		RESOLVED, that the Board of Directors 
declares it advisable and recommends to the 
stockholders that at the 1999 Annual Meeting 
of Stockholders Article FOURTH of the 
Restated Certificate of Incorporation of the 
Company be amended to be and to read as 
follows:

		"FOURTH:  The corporation shall have 
authority to issue Seventy-Five Million 
(75,000,000) shares of common stock, par 
value one dollar ($1.00) per share."

	SECOND:  That thereafter, pursuant to resolutions of its 
Board of Directors, an annual meeting of the stockholders of the 
Corporation was duly called and held, upon notice in accordance 
with Section 222 of the General Corporation Law of the State of 
Delaware, at which meeting the necessary number of shares as 
required by statute were voted in favor of the proposed amendment.

	THIRD:  That the proposed amendment was duly adopted in 
accordance with the provisions of Section 242 of the General 
Corporation Law of the State of Delaware.

	IN WITNESS WHEREOF, the Corporation has caused this 
Certificate of Amendment of the Restated Certificate of 
Incorporation to be signed by James W. Langham, its Vice 
President, General Counsel and Secretary this 13th day of May, 
1999.

						By:	/s/James W. Langham
							      James W. Langham
             Vice President, General 
             Counsel and Secretary

							EXHIBIT B

AMENDED AND RESTATED

BY-LAWS

OF

LONE STAR INDUSTRIES, INC.

ARTICLE I

Offices.

	Section 1.  Principal Office.  The principal office of the 
Corporation in the State of Delaware shall be in the City of 
Wilmington, County of New Castle, and its resident agent shall 
be The Corporation Trust Company.
	
         Section 2.  Other Offices.  The Corporation may have 
offices at any other place or places, as from time to time the 
Board of Directors may determine or the business of the 
Corporation may require.

ARTICLE II.

Meetings of Stockholders.

	Section 1.  Annual Meetings.  The annual meeting of the 
stockholders for the election of directors and for the 
transaction of such other business as may come before the 
meeting shall be held on such date as may be fixed by the Board 
of Directors and specified in the notice thereof.

	Section 2.  Special Meetings.  Special meetings of the 
stockholders for any purpose or purposes, unless otherwise 
prescribed by statute, may be called at any time by the Chairman 
of the Board or by the Board of Directors.  At any such special 
meeting of the stockholders, only such business shall be 
conducted as shall have been specified in the notice of meeting 
(or any supplement thereto).

	Section 3.  Place of Meeting.  Each meeting of stockholders 
of the Corporation shall be held at the place, within or without 
the State of Delaware, and at the hour specified in the notice 
or waiver of notice of the meeting.

	Section 4.  Notice of Meetings.  Except as otherwise 
provided by law, notice of each meeting of the stockholders 
shall be given to each stockholder of record entitled to vote at 
such meeting, not less than ten nor more than sixty days before 
the day on which the meeting is to be held.  Notice may be given 
by delivering a written or printed notice thereof to a 
stockholder personally, or by mailing such notice in a postage 
prepaid envelope addressed to a stockholder at his or address 
appearing in the records of the Corporation or by transmitting 
notice thereof to a stockholder at such address by telegraph, 
cable, wireless or other legally permitted form of 
communication.  Except where expressly required by law, no 
publication of any notice of a meeting of stockholders shall be 
required.  Notice of any meeting of stockholders shall not be 
required to be given to any stockholder who attends such meeting 
in person or by proxy without protesting at the beginning of the 
meeting that the meeting is not lawfully called or convened or 
who in person or by attorney duly authorized to do so waives 
such notice in writing or by telegraph, cable, wireless or other 
legally permitted form of communication, either before or after 
such meeting.  Notice of any adjourned meeting of the 
stockholders shall not be required to be given, except where 
expressly required by law.

	Section 5.  Quorum.  At each meeting of the stockholders, 
except where other provision is made by law, presence in person 
or by proxy of the holders of a majority of the issued and 
outstanding stock of the Corporation entitled to vote at the 
meeting constitutes a quorum for the transaction of business.  
In the absence of a quorum, a majority in voting interest of the 
stockholders of the Corporation present in person or by proxy 
and entitled to vote, or, in the absence of all the stockholders 
entitled to vote, any officer entitled to preside at, or act as 
secretary of, such meeting shall have the power to adjourn the 
meeting from time to time, until stockholders holding the 
requisite amount of stock shall be present or represented.  At 
any such adjourned meeting at which a quorum is present, any 
business may be transacted which might have been transacted at 
the meeting as originally called.  No notice of an adjourned 
meeting need be given if the time and place are announced at the 
meeting at which the adjournment is taken unless the adjournment 
is for more than 30 days or a new record date is fixed for the 
meeting.

	Section 6.  Organization.  At each meeting of the 
stockholders, the Chairman of the Board, or if he or she is 
absent, such person as may be designated by the Board of 
Directors, or if such person is absent, another officer of the 
Corporation chosen as chairman of such meeting by a majority in 
voting interest of the stockholders present in person or by 
proxy and entitled to vote at the meeting, or if all the 
officers of the Corporation are absent, a stockholder holding of 
record shares of stock of the Corporation so chosen, shall act 
as chairman of the meeting and preside at it.  The Secretary, or 
if he or she is absent from such meeting or is required pursuant 
to the provisions of this Section 6 to act as chairman of such 
meeting, the person (who shall be an Assistant Secretary, if an 
Assistant Secretary is present at the meeting) whom the chairman 
of the meeting shall appoint, shall act as secretary of the 
meeting and keep the minutes of it.

	Section 7.  Conduct of Meeting.  The date and time of the 
opening and the closing of the polls for each matter upon which 
the stockholders will vote at a meeting shall be announced at 
the meeting by the person presiding over the meeting.  The Board 
of Directors may adopt by resolution such rules, regulations and 
procedures for the conduct of the meeting of stockholders as it 
shall deem appropriate.  Except to the extent inconsistent with 
such rules and regulations as adopted by the Board of Directors, 
the chairman of any meeting of stockholders shall have the right 
and authority to convene and to adjourn the meeting, to 
prescribe such rules, regulations and procedures and to do all 
such acts as, in the judgment of such chairman, are appropriate 
for the proper conduct of the meeting.  Such rules, regulations 
or procedures, whether adopted by the Board of Directors or 
prescribed by the chairman of the meeting, may include, without 
limitation, the following (i) the establishment of an agenda or 
order of business for the meeting; (ii) rules, regulations and 
procedures for maintaining order at the meeting and the safety 
of those present; (iii) limitations on attendance at or 
participation in the meeting to stockholders of record of the 
Corporation, their duly authorized and constituted proxies or 
such other persons as the chairman of the meeting shall 
determine; (iv) restrictions on entry to the meeting after the 
time fixed for the commencement thereof; and (v) limitations on 
the time allotted to questions or comments by participants.  
Unless and to the extent determined by the Board of Directors or 
the chairman of the meeting, meetings of stockholders shall not 
be required to be held in accordance with the rules of 
parliamentary procedure.

	Section 8.  Voting.  Except as otherwise provided by 
applicable law or in the Certificate of Incorporation, each 
stockholder shall, at each meeting of the stockholders, be 
entitled to one vote in person or by proxy for each share of 
stock of the Corporation held by him or her and registered in 
his or her name on the books of the Corporation on the date 
fixed pursuant to the provisions of Section 7 of Article VII of 
these By-laws as the record date for the determination of 
stockholders who shall be entitled to notice of and to vote at 
such meeting.  Each stockholder entitled to vote shall be 
entitled to vote in person or by proxy; however, no proxy shall 
be voted or acted upon after three (3) years from its date, 
unless the proxy shall provide for a longer period.  At all 
meetings of the stockholders all matters, except where other 
provision is made by law, by the Certificate of Incorporation of 
the Corporation, by these By-laws or by the rules or regulations 
of any stock exchange applicable to the Corporation, shall be 
decided by the vote of a majority in voting interest of the 
stockholders present in person or by proxy and entitled to vote, 
as long as a quorum is present.  Unless demanded by a 
stockholder of the Corporation present in person or by proxy at 
any meeting of the stockholders and entitled to vote thereat or 
so directed by the chairman of the meeting, the vote on any 
questions need not be by ballot.  Upon a demand of any 
stockholder for a vote by ballot on any question or at the 
direction of the chairman that a vote by ballot be taken on any 
question, such vote shall be taken.  On a vote by ballot each 
ballot shall be signed by the stockholder voting, or by his or 
her proxy, if there be such proxy, and shall state the number of 
shares voted.

	Section 9.  List of Stockholders.  It shall be the duty of 
the Secretary or other officer of the Corporation who shall have 
charge of its stock ledger, either directly or through another 
officer of the Corporation designated by him or her or through a 
transfer agent appointed by the Board of Directors, to prepare 
and make, at least ten (10) days before every meeting of the 
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 said meeting, either 
at a place within the city where said meeting is to be held, 
which place shall be specified in the notice of said meeting, 
or, if not so specified, at the place where said meeting is to 
be held.  The list shall also be produced and kept at the time 
and place of said meeting during the whole meeting, and may be 
inspected by any stockholder who is present.  The stock ledger 
shall be the only evidence as to who are the stockholders 
entitled to examine the stock ledger, such list or the books of 
the Corporation, or to vote in person or by proxy at any meeting 
of stockholders.

	Section 10.  Inspectors of Votes.  At each meeting of the 
stockholders the chairman of such meeting may appoint two 
Inspectors of Votes to act at it.  Each appointed Inspector of 
Votes shall first subscribe to an oath or affirmation faithfully 
to execute the duties of an Inspector of Votes at the meeting 
with strict impartiality and according to the best of his or her 
ability.  The Inspector of Votes, if any, shall take charge of 
the ballots at the meeting and after the balloting on any 
question shall count the ballots cast and shall make a report in 
writing to the secretary of the meeting of the results of the 
vote.  An Inspector of Votes need not be a stockholder of the 
Corporation, and any officer of the Corporation may be an 
Inspector of Votes on any question other than a vote for or 
against his or her election to any position within the 
Corporation or any other question in which he or she may be 
directly interested.

	Section 11.  Notice of Stockholder Business and Nominations.
    	(A)	Annual Meetings of Stockholders.  (1) Nominations of 
persons for election to the Board of Directors of the Corporation 
and the proposal of business to be considered by the stockholders 
may be made at an annual meeting of the stockholders only (a) 
pursuant to the Corporation's notice of meeting (or any 
supplement thereto), (b) by or at the direction of the Board of 
Directors or (c) by any stockholder of the Corporation who was a 
stockholder of record of the Corporation at the time the notice 
provided for in this Section 11 is delivered to the Secretary of 
the Corporation, who is entitled to vote at the meeting and who 
complies with the notice procedures set forth in this Section 11.
	(2)	For nominations or other business to be properly 
brought before an annual meeting by a stockholder pursuant to 
clause (c) of paragraph (A)(1) of this Section 11, the 
stockholder must have given timely notice thereof in writing to 
the Secretary of the Corporation and any such proposed business 
other than the nominations of persons for election to the Board 
of Directors must constitute a proper matter for stockholder 
action.  To be timely, a stockholder's notice shall be delivered 
to the Secretary at the principal executive offices of the 
Corporation not later than the close of business on the ninetieth 
day nor earlier than the close of business on the one hundred 
twentieth day prior to the first anniversary of the preceding 
year's annual meeting (provided, however, that in the event that 
the date of the annual meeting is more than thirty days before or 
more than seventy days after such anniversary date, notice by the 
stockholder must be so delivered not earlier than the close of 
business on the one hundred twentieth day prior to such annual 
meeting and not later than the close of business on the later of 
the ninetieth day prior to such annual meeting or the tenth day 
following the day on which public announcement of the date of 
such meeting is first made by the Corporation).  In no event 
shall the public announcement of an adjournment or postponement 
of an annual meeting commence a new time period (or extend any 
time period) for the giving of a stockholder's notice as 
described above.  Such stockholder's notice shall set forth:  (a) 
as to each person whom the stockholder proposes to nominate for 
election as a director all information relating to such person 
that is required to be disclosed in solicitations of proxies for 
election of directors in an election contest, or is otherwise 
required, in each case pursuant to Regulation 14A under the 
Securities Exchange Act of 1934, as amended (the "Exchange Act") 
and Rule 14a-11 thereunder (and such person's written consent to 
being named in the proxy statement as a nominee and to serving as 
director if elected); (b) as to any other business that the 
stockholder proposes to bring before the meeting, a brief 
description of the business desired to be brought before the 
meeting, the text of the proposal or business (including the text 
of any resolutions proposed for consideration and in the event 
that such business includes a proposal to amend the By-laws of 
the Corporation, the language of the proposed amendment), the 
reasons for conducting such business at the meeting and any 
material interest in such business of such stockholder and the 
beneficial owner, if any, on whose behalf the proposal is made; 
and (c) as to the stockholder giving the notice and the 
beneficial owner, if any, on whose behalf the nomination or 
proposal is made (i) the name and address of such stockholder, as 
they appear on the Corporation's books, and of such beneficial 
owner, (ii) the class and number of shares of capital stock of 
the Corporation which are owned beneficially and of record by 
such stockholder and such beneficial owner, (iii) a 
representation that the stockholder is a holder of record of 
stock of the Corporation entitled to vote at such meeting and 
intends to appear in person or by proxy at the meeting to propose 
such business and nomination, and (iv) a representation whether 
the stockholder or the beneficial owner, if any, intends or is 
part of a group which intends (a) to deliver a proxy statement 
and/or form of proxy to holders of at least the percentage of the 
Corporation's outstanding capital stock required to approve or 
adopt the proposal or elect the nominee and/or (b) otherwise to 
solicit proxies from stockholders in support of such proposal or 
nomination.  The Corporation may require any proposed nominee to 
furnish such other information as it may reasonably require to 
determine the eligibility of such proposed nominee to serve as a 
director of the Corporation.
	(3)	Notwithstanding anything in the second sentence of 
paragraph (A)(2) of this Section 11 to the contrary, in the event 
that the number of directors to be elected to the Board of 
Directors of the Corporation at an annual meeting is increased 
and there is no public announcement by the Corporation naming the 
nominees for the additional directorships at least one hundred 
days prior to the first anniversary of the preceding year's 
annual meeting, a stockholder's notice required by this Section 
11 shall also be considered timely, but only with respect to 
nominees for the additional directorships, if it shall be 
delivered to the Secretary at the principal executive offices of 
the Corporation not later than the close of business on the tenth 
day following the day on which such public announcement is first 
made by the Corporation.
    	(B)  Special Meeting of Stockholders.  Only such business 
shall be conducted at a special meeting of stockholders as shall 
have been brought before the meeting pursuant to the 
Corporation's notice of meeting.  Nominations of persons for 
election to the Board of Directors may be made at a special 
meeting of stockholders at which directors are to be elected 
pursuant to the Corporation's notice of meeting (1) by or at the 
direction of the Board of Directors or (2) provided that the 
Board of Directors has determined that directors shall be elected 
at such meeting, by any stockholder of the Corporation who is a 
stockholder of record at the time the notice provided for in this 
Section 11 is delivered to the Secretary of the Corporation, who 
is entitled to vote at the meeting and upon such election and who 
complies with the notice procedures set forth in this Section 11.  
In the event the Corporation calls a special meeting of 
stockholders for the purpose of electing one or more directors to 
the Board of Directors, any such stockholder entitled to vote in 
such election of directors may nominate a person or persons (as 
the case may be) for election to such position(s) as specified in 
the Corporation's notice of meeting, if the stockholder's notice 
required by paragraph (A)(2) of this Section 11 shall be 
delivered to the Secretary at the principal executive offices of 
the Corporation not earlier than the close of business on the one 
hundred twentieth day prior to such special meeting and not later 
than the close of business on the later of the ninetieth day 
prior to such special meeting or the tenth day following the day 
on which public announcement is first made of the date of the 
special meeting and of the nominees proposed by the Board of 
Directors to be elected at such meeting.  In no event shall the 
public announcement of an adjournment or postponement of a 
special meeting commence a new time period (or extend any time 
period) for the giving of a stockholder's notice as described 
above.
    	(C)	General.  (1) Only such persons who are nominated in 
accordance with the procedures set forth in this Section 11 shall 
be eligible to be elected at an annual or special meeting of 
stockholders of the Corporation to serve as directors and only 
such business shall be conducted at a meeting of stockholders as 
shall have been brought before the meeting in accordance with the 
procedures set forth in this Section 11.  Except as otherwise 
provided by law, the chairman of the meeting shall have the power 
and duty (a) to determine whether a nomination or any business 
proposed to be brought before the meeting was made or proposed, 
as the case may be, in accordance with the procedures set forth 
in this Section 11 (including whether the stockholder or 
beneficial owner, if any, on whose behalf the nomination or 
proposal is made solicited (or is part of a group which is 
solicited) or did not so solicit, as the case may be, proxies in 
support of such stockholder's nominee or proposal in compliance 
with such stockholder's representation as required by clause 
(A)(2)(c)(iv) of this Section 11) and (b) if any proposed 
nomination or business was not made or proposed in compliance 
with this Section 11, to declare that such nomination shall be 
disregarded or that such proposed business shall not be 
transacted.
	(2)	For purposes of this Section 11, "public announcement" 
shall mean disclosure in a press release reported by the Dow 
Jones News Service, Associated Press or comparable national news 
service or in a document publicly filed by the Corporation with 
the Securities and Exchange Commission pursuant to Section 13, 14 
or 15(d) of the Exchange Act.
	(3)	Notwithstanding the foregoing provisions of this 
Section 11, a stockholder shall also comply with all applicable 
requirements of the Exchange Act and the rules and regulations 
thereunder with respect to the matters set forth in this Section 
11.  Nothing in this Section 11 shall be deemed to affect any 
rights (a) of stockholders to request inclusion of proposals in 
the Corporation's proxy statement pursuant to Rule 14a-8 under 
the Exchange Act or (b) the holders of any series of Preferred 
Stock to elect directors pursuant to any applicable provisions of 
the Certificate of Incorporation.

ARTICLE III.

Board of Directors.

	Section 1.  General Powers.  The property, business and 
affairs of the Corporation shall be managed by or under the 
direction of the Board of Directors.

	Section 2.  Number, Qualification and Term of Office.  
Subject to the requirements of the laws of the State of Delaware 
and of the Certificate of Incorporation of the Corporation, the 
number of directors, which shall be not less than three nor more 
than nine directors, shall be determined from time to time by 
the Board of Directors of the Corporation.  Directors need not 
be stockholders.  Directors shall be divided into three classes, 
designated Class I, Class II and Class III.  Each class shall 
consist, as nearly as may be possible, of one third of the total 
number of directors constituting the entire Board of Directors.  
At each Annual Meeting of Stockholders, successors to the class 
of directors whose terms expire at that Annual Meeting shall be 
elected for a three year term.  If the number of directors is 
changed, an increase or decrease shall be apportioned among the 
classes so as to maintain the number of directors in each class 
as nearly equal as possible, but in no case shall a decrease in 
the number of directors shorten the term of any incumbent 
director.  A director shall hold office until the Annual Meeting 
of Stockholders for the year in which his or her term expires 
and until his or her successor is elected and qualified, 
subject, however, to prior death, resignation, retirement, 
disqualification or removal from office.

	Section 3.  Election of Directors.  At each meeting of the 
stockholders for the election of directors, the persons 
receiving the greatest number of votes, up to the number of 
directors to be elected, shall be the directors.

	Section 4.  Resignations.  Any director may resign at any 
time by giving written notice of resignation to the Corporation.  
The resignation shall take effect at the time specified, or, if 
the time when it becomes effective is not specified, then it 
shall take effect immediately upon its receipt by the Secretary.  
Unless otherwise specified in the resignation, acceptance is not 
necessary to make it effective.

	Section 5.  Removal of Directors.  Any vacancy in the Board 
of Directors caused by the removal of a director shall only be 
filled by the Board of Directors as provided in Section 6 of 
this Article III.  The term of a director elected to fill a 
vacancy caused by the removal of a director shall expire at the 
same time as the term of the other directors of the class in 
which the vacancy occurred.

	Section 6.  Vacancies, etc.  If there is a vacancy in the 
Board of Directors caused by the death, resignation, 
disqualification or removal of a director, or by an increase in 
the number of directors, the vacancy shall only be filled by a 
majority of the directors then in office, although less than a 
quorum, or by a sole remaining director.  The term of any 
director so elected by the Board of Directors shall expire at 
the same time as the term of the other directors of the class 
for which the new directorship is created or in which the 
vacancy occurred.

	Section 7.  Place of Meeting, etc.  The Board of Directors 
may hold its meeting at any place within or without the State of 
Delaware as it may determine.

	Section 8.  Organization Meeting.  After each annual 
meeting of stockholders at which directors are elected, and on 
the same day, the Board of Directors shall meet for the purpose 
of organization and the transaction of other business at the 
place where the annual meeting of the stockholders is held.  
Notice of the meeting need not be given.  The meeting may be 
held at any other time or place designated in a notice given as 
hereinafter provided for special meetings of the Board of 
Directors or in a consent and waiver of notice of meeting signed 
by all the directors.

	Section 9.  Regular Meetings.  Regular meetings of the 
Board of Directors shall be held at such times as the Board of 
Directors shall determine.  If the day fixed for the regular 
meeting is a legal holiday where the meeting is to be held, then 
the meeting shall be held at the same hour on the next 
succeeding business day.  Except as otherwise provided by law, 
notices of regular meetings need not be given.

	Section 10.  Special Meetings; Notice.  Special meetings of 
the Board of Directors shall be held whenever called by the 
Chairman of the Board, the Secretary, or a majority of the 
directors in office.  Notice of each such meeting shall be 
mailed, addressed to each director at the director's residence 
or usual place of business, at least two (2) days before the day 
on which such meeting is to be held or shall be sent to the 
director at the director's residence or usual place of business 
by telegraph, cable, wireless or other legally permitted form of 
communication (including, without limitation, by personal 
delivery or by telephone) not later than the day before the day 
on which the special meeting is to be held.  Each notice shall 
state the time and place of the meeting but need not state the 
purpose thereof, except as otherwise herein expressly provided.  
Notice of any meeting of the Board of Directors need not, 
however, be given to any director, if the director waives notice 
before or after the meeting in writing or by telegraph, cable, 
wireless or other legally permitted form of communication 
(including, without limitation, by personal delivery or 
telephone), or if the director is present at such meeting except 
if the director attends the 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.

	Section 11.  Quorum and Manner of Acting.  Except as 
otherwise provided by statute or by these By-laws, one-third of 
the total number of directors constituting the whole Board (but 
not less than two) shall be required to constitute a quorum for 
the transaction of business at any meeting, and the act of a 
majority of the directors present at any meeting at which a 
quorum is present shall be the act of the Board of Directors.  
Members of the Board of Directors, or any committee designated 
by the Board may participate in a meeting of the Board or such 
committee by means of conference telephone or other similar 
communications equipment by means of which all persons 
participating can hear each other and participation in a meeting 
pursuant to this provision shall constitute presence in person 
at such meeting.  In the absence of a quorum, a majority of the 
directors present may adjourn any meeting until a quorum is 
present.  Notice of any adjourned meeting need not be given.

	Section 12.  Action by Consent.  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 may be taken without a meeting if all 
members of the Board of Directors consent thereto in writing, 
and the writing or writings are filed with the minutes of 
proceedings of the Board of Directors.

	Section 13.  Remuneration.  Unless otherwise expressly 
provided by resolution adopted by the Board of Directors, none 
of the directors shall, as such, receive any stated remuneration 
for his or her service; but the Board of Directors may at any 
time or from time to time by resolution provide that 
consideration shall be paid to any director of the Corporation, 
either as his or her annual remuneration as such director or 
member of any committee of the Board of Directors and may, in 
addition, provide for remuneration for his or her attendance at 
each meeting of the Board of Directors or any such committee.  
The Board of Directors may also provide that the Corporation 
shall reimburse each director for any expenses paid by him or 
her on account of his or her attendance at any meeting.  Nothing 
in this Section shall be construed to preclude any director from 
serving the Corporation or its affiliates in any other capacity 
and receiving remuneration therefor.

ARTICLE IV.

Committees.

	Section 1.  Standing Committees; How Constituted and 
Powers.  The Board of Directors, in its discretion, may 
designate an Executive Committee, an Audit Committee and a 
Compensation Committee, consisting of two or more of the 
Directors.  The members of all Committees shall serve at the 
pleasure of the Board and may be removed at any time, with or 
without cause.

	Section 2.
	(a)	The Executive Committee.  Except as provided in this 
Section 2(a) below or pursuant to applicable law, the Executive 
Committee shall have and may exercise, when the Board is not in 
session, all the powers of the Board of Directors in the 
management of the business and affairs of the Corporation, and 
shall have the power to authorize the seal of the Corporation to 
be affixed to all papers which may require it.  The Executive 
Committee shall have the power and authority to declare a 
dividend and authorize the issuance of stock.  The Executive 
Committee shall not have the power (1) to fill vacancies on the 
Board of Directors or the Executive Committee; or (2) to make or 
amend or repeal By-laws of the Corporation; or (3) to change the 
dividend policy of the Corporation to increase, decrease, or 
omit any dividend; or (4) to remove or appoint any officer or 
director of the Corporation; or (5) to approve, adopt or 
recommend to the stockholders, any action or matter expressly 
required by law to be submitted to the stockholders for approval 
including, without limitation, any amendment to the Certificate 
of Incorporation; or (6) to recommend to the stockholders the 
sale, lease or exchange of all, or substantially all, of the 
Corporation's property and assets; or (7) to approve any 
acquisition involving more than $10,000,000 in assets or sales 
or purchase price; or (8) to recommend to the stockholders a 
dissolution of the Corporation or a revocation of a dissolution, 
or (9) to adopt a certificate of ownership and merger pursuant 
to Section 253 of the Delaware General Corporation Law.
	(b)	The Audit Committee.  The Audit Committee shall (i) 
recommend the principal auditors of the Corporation; (2) consult 
with the principal auditors with regard to the plan of audit; 
(3) review the report of the audit and the accompanying 
management letter; (4) consult with the principal auditors with 
regard to the adequacy of internal controls; (5) consult with 
the Corporation's internal auditors on the above matters, and 
(6) have such other duties and responsibilities as may be 
delegated to it from time to time.
	(c)  The Compensation Committee.  The Compensation 
Committee shall approve and recommend to the Board of Directors 
(1) compensation agreements for officers and directors; (2) the 
adoption of any compensation plans in which officers and 
directors are eligible to participate; and (3) the granting of 
stock options or any benefits to officers and directors under 
any such plans; and shall have such other duties and 
responsibilities as may be delegated to it from time to time.  
In connection with the Corporation's stock option plans, the 
Compensation Committee shall have the power to determine the 
terms and provisions of the respective stock option agreements 
(which need not be identical) and to make all other 
determinations necessary or advisable for the administration of 
such plans.  The Compensation Committee shall have the authority 
to determine the persons to whom, and the time or times at 
which, options may be granted, the number of shares to be 
subject to each, the price at which the shares subject thereto 
may be purchased, the period of each option and other terms and 
conditions thereof.

	Section 3.  Organization, etc.  The Chairman of a Standing 
Committee, selected by the members of the Board of Directors, 
shall act as chairman at all the meetings of the Standing 
Committee and the Secretary shall act as secretary thereof.  In 
case the Chairman of a Standing Committee or the Secretary is 
absent from any meeting of a committee, the Committee may 
appoint a chairman or secretary, as the case may be, of the 
meeting.

	Section 4.  Meetings.  Regular meetings of the Standing 
Committees (of which no notice shall be necessary) may be held 
on any day and at any place, fixed by a resolution adopted by a 
majority of the Committee or of the Board and communicated to 
all the Committee's members.  Special meetings of a Committee 
shall be held whenever called by the Chairman of a Standing 
Committee, the Chairman of the Board, the Secretary, or a 
majority of the members of a Standing Committee then in office.  
Notice of each special meeting of a Committee shall be given by 
mail, telegraph, cable, wireless or other legally permitted 
form of communication (including, without limitation, by 
personal delivery or by telephone) to each member of the 
Committee no later than the day before the day on which such 
meeting is to be held.  Notice of any such meeting need not be 
given to any member of the Committee, however, if waived by the 
member in writing or by telegraph, cable, wireless or other 
legally permitted form of communication (including, without 
limitation, by personal delivery or by telephone) or if he or 
she shall be present at such meeting except if the director 
attends the 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.  Subject 
to the provisions of this Article IV, a Committee, by resolution 
adopted by a majority of the whole Committee, may fix its own 
rules or procedures, and it shall keep a record of its 
procedures and report them to the Board of Directors at its next 
regular meeting after such procedures shall have been fixed.  
All such proceedings shall be subject to revision or alteration 
by the Board of Directors; provided, however, that third parties 
shall not be prejudiced by any such revisions or alterations.

	Section 5.  Quorum and Manner of Acting.  A majority of a 
Standing Committee shall constitute a quorum for the transaction 
of business, and, except as otherwise provided in these By-laws, 
the act of the majority of those present at a meeting thereof at 
which a quorum is present shall be the act of a Committee.

	Section 6.  Other Committees.  The Board of Directors may 
designate other Committees, each Committee to consist of two or 
more members.  Except as otherwise provided by law, the 
Committees shall have and may exercise, to the extent provided 
by the resolution, the powers of the Board in the management of 
the business and affairs of the Corporation, and have the power 
to authorize the seal of the Corporation to be affixed to all 
papers which require it.  The Committees shall have the names 
determined by the Board.  Members of the Committees may 
participate in meetings by conference call, or similar means as 
set forth in Section 11 of Article III.

	Section 7.  Action by Consent.  Unless otherwise restricted 
by the Certificate of Incorporation or these By-laws, any action 
required or permitted to be taken at any meeting of a Standing 
or other Committee may be taken without a meeting if all members 
of the Committee consent in writing.  The writing must then be 
filed with the minutes of the proceedings of the Committee.

	Section 8.  Reports.  Each Committee shall report all 
action taken by such Committee to the Board at its next meeting.

	Section 9.  Other.  The Board of Directors 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 the 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 place of any 
such absent or disqualified member.

ARTICLE V.

Officers.

	Section 1.  Number.  The officers of the corporation shall 
be a Chairman of the Board; a President; one or more Vice 
Presidents, any of whom may be designated as Senior Vice 
Presidents or Executive Vice Presidents; a Secretary; a 
Treasurer; a Controller and any other officers appointed 
pursuant to Section 3 of this Article V.  Any two or more 
offices, except those of President and Secretary, may be held by 
the same person.

	Section 2.  Election, Term of Office and Qualifications.  
The officers shall be elected annually by the Board of 
Directors, and, except in the case of officers appointed in 
accordance with the provisions of Section 3 of this Article V, 
each shall hold office until the next annual election of 
officers and until his or her successor has been duly elected 
and qualified, or until his or her death, or until he or she 
shall resign or be removed.

	Section 3.  Other Officers.  The Corporation may have any 
other officers and agents deemed necessary by the Board of 
Directors.  The other officers and agents shall be appointed in 
the manner, have the duties and hold their offices for the terms 
determined by the Board of Directors.  The Board of Directors 
may delegate to any principal officer the power to appoint or 
remove any other officers or agents.

	Section 4.  Resignations.  Any officer may resign at any 
time by giving written notice of resignation to the Corporation.  
The resignation shall take effect at the time specified or, if 
the time when it becomes effective is not specified, then it 
shall take effect immediately upon its receipt by the Secretary.  
Unless otherwise specified in the notice of resignation, the 
acceptance of such is not necessary to make it effective.
	
	Section 5.  Removal.  Any officer may be removed, with or 
without cause, by a vote of a majority of the whole Board of 
Directors at a regular meeting or a special meeting called for 
the purpose.

	Section 6.  Vacancies.  A vacancy in any office because of 
death, resignation, removal or any other cause shall be filled 
for the unexpired portion of the term in the manner prescribed 
in these By-laws for election or appointment to such office.

	Section 7.  The Chairman of the Board.  The Chairman of the 
Board (who shall be a Director) shall preside at all meetings of 
the Board of Directors and the stockholders.  The Chairman of 
the Board shall perform such other duties and may exercise such 
other powers as from time to time may be assigned to him or her 
by these By-laws or by the Board of Directors.  In the absence 
of the President, the Chairman shall perform all of the duties 
and exercise all powers of the President and Chief Executive 
Officer.

	Section 8.  The President.  The President, subject to the 
general control of the Board, shall be the Chief Executive 
Officer of the Corporation.  The President shall supervise 
generally the affairs of the Corporation and shall have all 
powers and perform all duties incident to the officer of a 
president and chief executive officer of a corporation and as 
provided in these By-laws.  The President shall exercise such 
other powers and perform such other duties as may be assigned to 
him or her by the Board of Directors.

	Section 9.  Executive Vice Presidents, Senior Vice 
Presidents and Vice Presidents.  The Executive Vice Presidents, 
Senior Vice Presidents and Vice Presidents shall perform such 
duties and exercise such powers as from time to time may be 
assigned to them by the Board of Directors, the Chairman of the 
Board and the President and Chief Executive Officer.

	Section 10.  The Secretary and the Assistant Secretaries.  
The Secretary shall (1) record or cause to be recorded in books 
kept for the purpose, the minutes of the meetings of the 
stockholders, the Board of Directors, the Standing Committees, 
and all other committees of the Board of Directors, if any; (2) 
see that all notices are duly given in accordance with the 
provisions of these By-laws and as required by law; (3) be 
custodian of all corporate records (other than financial) and of 
the seal of the Corporation and shall have the power to cause 
the seal to be affixed to all documents which are duly 
authorized to be executed on behalf of the Corporation; (4) keep 
the list of stockholders including the address of each 
stockholder, and make all proper changes in the list; (5) see 
that the books, reports, statements, certificates and all other 
documents and records required by law are properly kept and 
filed; and (6) in general, perform all duties incident to the 
office of Secretary and such other duties as may, from time to 
time, be assigned to him or her by the Board of Directors, the 
Chairman of the Board or the President.
	At the request of the Secretary, or in his or her absence 
or disability, any Assistant Secretary shall perform any of the 
duties of the Secretary and, when so acting, shall have all the 
powers of, and be subject to all the restrictions upon, the 
Secretary.  Except where by law the signature of the Secretary 
is required, each of the Assistant Secretaries shall possess the 
same power as the Secretary to sign certificates, contracts, 
obligations and other instruments of the Corporation, and to 
affix the seal of the Corporation to such instruments, and 
attest to them.

	Section 11.  The Treasurer and the Assistant Treasurers.  
The Treasurer shall (1) have charge and custody of, and be 
responsible for, all funds and securities of the Corporation, 
and shall deposit all such funds in the name of the Corporation 
in the banks, trust companies or other depositaries selected in 
accordance with the provisions of these By-laws, (2) render to 
the Board of Directors, whenever the Board may require him or 
her so to do, and shall present at the annual meeting of the 
stockholders, if called upon so to do by the Board of Directors, 
a report of all his or her transactions as Treasurer and (3) in 
general, perform all duties incident to the office of Treasurer 
and such other duties as may, from time to time, be assigned to 
him or her by the Board of Directors, the Chairman of the Board 
or the President.
	If required by the Board of Directors, the Treasurer shall 
give a bond for the faithful discharge of his or her duties in 
such sum and with such surety or sureties as the Board of 
Directors shall determine.
	At the request of the Treasurer, or in his or her absence 
or disability, any Assistant Treasurer may perform any of the 
duties of the Treasurer and, when so acting, shall have all the 
power of, and be subject to all the restrictions upon, the 
Treasurer.  Except where by law the signature of the Treasurer 
is required, each of the Assistant Treasurers shall possess the 
same power as the Treasurer to sign all certificates, contracts, 
obligations and other instruments of the Corporation.

	Section 12.  The Controller.  The Controller shall be the 
chief accounting officer of the Corporation, and as such shall 
be in charge of all internal audits and accounting procedures 
and records.  The Controller shall render to the Board of 
Directors, whenever he or she deems it appropriate or whenever 
the Board may require him or her so to do, appropriate financial 
or other reports as to the Corporation.

	Section 13.  Salaries.  The salaries of the Chairman of the 
Board, the Chief Executive Officer and the President shall be 
fixed from time to time by the Board of Directors.  The salaries 
of the other officers shall be fixed from time to time by the 
Chief Executive Officer after consultation with the Compensation 
Committee.  The salaries of any officers appointed by a 
principal officer pursuant to Section 3 of this Article V shall 
be fixed from time to time by the principal officer appointing 
such officers.  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.

ARTICLE VI.

Contracts, Checks, Loans and Deposits.

	Section 1.  Contracts, Checks, etc.  All contracts and 
agreements authorized by the Board of Directors, and all checks, 
drafts, bills of exchange or other orders for the payment of 
money, notes or other evidences of indebtedness issued in the 
name of the Corporation, shall be signed by the officer(s) or 
agent(s) designated by the Board of Directors.  The designation 
may be general or confined to specific instances.

	Section 2.  Proxies in Respect of Securities of Other 
Corporations.  Unless otherwise provided by resolution adopted 
by the Board of Directors, the Chairman of the Board, the 
President or a Vice President may appoint an attorney(s) or 
agent(s) to exercise in the name and on behalf of the 
Corporation the powers and rights of the Corporation as the 
holder of stock or other securities in any other corporation, to 
vote or to consent in respect of such stock or other securities.  
The Chairman of the Board, the President or a Vice President may 
instruct the person(s) so appointed as to the manner of 
exercising such powers and rights and the Chairman or the Board, 
the President or a Vice President may execute all such written proxies, 
powers of attorney or other written instruments as he or she may deem 
necessary for the Corporation to exercise such powers and 
rights.

ARTICLE VII.

Certificates of Stock, Books and Records.

	Section 1.  Form, Signature.  The certificates of stock of 
the Corporation shall be numbered and shall be entered in the 
books of the Corporation as they are issued.  They shall exhibit 
the holder's name and number of shares and shall be signed by 
the Chairman of the Board, the President, a Vice President and the 
Treasurer or an Assistant Treasurer or the Secretary or an 
Assistant Secretary; provided, however, that any signature on 
the certificate may be a facsimile.  If any officer of the 
Corporation who has signed, or whose facsimile signature has 
been placed upon such certificate, ceases to be such before such 
certificate has been issued, the certificate may nevertheless be 
issued by the Corporation with the same effect as though such 
person were such officer at the date of issuance.

	Section 2.  Transfer.  Transfers of stock shall be made on 
the books of the Corporation only by the person named in the 
certificate or by attorney lawfully constituted in writing, and 
upon surrender of the certificate therefor.

	Section 3.  Record Owner.  The Corporation shall be 
entitled to treat the holder of record of any share or shares of 
stock as the holder in fact and accordingly shall not be bound 
to recognize any equitable or other claim to or interest in the 
share on the part of any other person, whether or not the 
Corporation has express or other notice of it, except as 
expressly provided by the laws of Delaware.

	Section 4.  Lost Certificates.  Any person claiming a 
certificate of stock to be lost, stolen or destroyed shall make 
an affidavit or affirmation of that fact in form satisfactory to 
the Corporation and shall if the officers so require give the 
Corporation a bond of indemnity, in form and with one or more 
sureties satisfactory to the officers, in an amount which in the 
sole discretion of the officers is sufficient to indemnify the 
Corporation against any claim that may be made against it on 
account of the alleged loss, theft or destruction, or the 
issuance of a new certificate, whereupon a new certificate may 
be issued of the same tenor and for the same number of shares as 
the one alleged to be lost, stolen or destroyed.

	Section 5.  Books and Records.  The books and records of 
the Corporation may be kept at such places within or without the 
State of Delaware as the Board of Directors may determine.

	Section 6.  Fixing Date for Determination of Stockholders 
of Record.  In order that the Corporation may determine the 
identity of the stockholders entitled to notice of or to vote at 
any meeting of stockholders or any adjournment, or entitled to 
receive payment of any dividend or other distribution or 
allotment of any rights, or entitled to exercise any rights in 
respect of any other change, conversion or exchange of stock or 
for any other purpose, the Board of Directors may fix, in 
advance, a record date, which shall not be more than sixty (60) 
days not less than ten (10) days before the date of such 
meeting, nor more than (60) days prior to any other action.  If, 
in any case involving the determination of stockholders for any 
purpose other than notice of or voting at a meeting of 
stockholders, a record date is not fixed, the record date for 
determining stockholders for such purpose shall be the close of 
business on the day on which the Board of Directors shall adopt 
the resolution.  Notwithstanding anything herein to the 
contrary, the record date for determining stockholders of the 
Corporation entitled to express consent to corporate action 
without a meeting shall be fixed as described in Article XIII of 
the By-laws.  A determination of stockholders 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. 

ARTICLE VIII.

Dividends.

	Subject to the provisions of law and of the Certificate of 
Incorporation, the Board of Directors, at any regular or special 
meeting, may declare and pay dividends upon a share of stock 
either (a) out of its surplus as defined in and computed in 
accordance with the provisions of law or (b) in case it shall 
not have any such surplus, out of its net profits for the fiscal 
year in which the dividend is declared and/or the preceding 
fiscal year.
	Before payment of any dividend or making any distribution 
of profits, the Board of Directors in its sole discretion may 
set aside out of the surplus or net profits of the Corporation a 
sum as a reserve fund to meet contingencies or to equalize 
dividends, or to repair or maintain any property of the 
Corporation, or for any other purpose the directors think 
conducive to the interests of the Corporation.

ARTICLE IX.

Seal.

	The corporate seal shall bear the name of the Corporation, 
the year in which the Corporation was incorporated (1968) and 
the words "CORPORATE SEAL - DELAWARE."

ARTICLE X.

Fiscal Year.

	The fiscal year of the Corporation shall end on the thirty-
first day of December in each year.

ARTICLE XI.

Indemnification.

	Section 1.  Action, etc. Other than by or in the Right of 
the Corporation.  The Corporation shall indemnify and hold 
harmless, to the fullest extent permitted by applicable law as 
it presently exists or may hereafter be amended, any 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 (other 
than an action by or in the right of the Corporation) by reason 
of the fact that he or she, or a person of whom he or she was or 
is the legal representative, is or was a director, officer, 
employee, agent or member of a management committee of the 
Corporation, or is or was serving at the request of the 
Corporation as a director, officer, employee, agent or member of 
a management committee of another corporation, partnership, 
joint venture, trust or other enterprise, including service with 
respect to employee benefit plans, against all charges, expenses 
(including attorneys' fees), judgments, liabilities, ERISA 
excise taxes, fines, penalties and amounts paid in settlement 
actually and reasonably incurred by him or her in connection 
with such action, suit or proceeding if he or she acted in good 
faith and in a manner which he or she 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 or her 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 or she reasonably believed to be in or not opposed to the 
best interests of the Corporation, and, with respect to any 
criminal action or proceeding, that he or she had reasonable 
cause to believe that his or her conduct was unlawful.

	Section 2.  Actions, etc. by or in the Right of the 
Corporation.  The Corporation shall indemnify and hold harmless, 
to the fullest extent permitted by applicable law as it 
presently exists or may hereafter be amended, any person who was 
or is a party or is threatened to be made a party to any right 
of the Corporation to procure a judgment in its favor by reason 
of the fact that he or she 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 all expenses (including 
attorneys' fees) actually and reasonably incurred by him or her 
in connection with the defense or settlement of such action or 
suit if he or she acted in good faith and in a manner which he 
or she reasonably believed to be in or not opposed to the best 
interests of the Corporation.  However, 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 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.

	Section 3.  Determination of Right to Indemnification.  Any 
indemnification under Section 1 or 2 of this Article (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 of conduct set forth in Section 1 or 2 of 
this Article.  This determination shall be made, with respect to 
a person who is a director or officer at the time of such 
determination, (i) by a majority vote of the directors who were 
not parties to such action, suit or proceeding even though less 
than a quorum, or (ii) by a committee of such directors 
designated by majority vote of such directors, even though less 
than a quorum, or (iii) if there are no such directors, or if 
such directors so direct, by independent legal counsel in a 
written opinion, or (iv) by the stockholders.

	Section 4.  Right to Indemnification.  Notwithstanding the 
other provisions of this Article, to the extent that a present 
or former director, officer, employee or agent of the 
Corporation has been successful on the merits or otherwise in 
defense of any action, suit or proceeding referred to in Section 
1 or 2 of this Article, or in defense of any claim, issue or 
matter therein, he or she shall be indemnified against expenses 
(including attorneys' fees) actually and reasonably incurred by 
him or her in connection therewith.

	Section 5.  Prepaid Expenses.  Expenses (including 
attorneys' fees) incurred by a present or former officer or director in 
defending a civil, criminal, administrative or investigative action, suit 
or proceeding shall be paid by the Corporation in advance of the 
final disposition of such action, suit or proceeding upon 
receipt of an undertaking, to the extent required by applicable law,
by or on behalf of the director or officer to repay such amount if it shall
ultimately be determined that he or she is not entitled to be indemnified by 
the Corporation as authorized in this Article.

	Section 6.  Other Rights and Remedies.  The indemnification 
and advancement of expenses provided by, or granted pursuant to, 
the other subsections of this Article shall not be deemed 
exclusive of any other rights to which any person seeking 
indemnification or advancement of expenses may be entitled under 
any By-laws, agreement, vote of stockholders or disinterested 
directors or otherwise, both as to action in his or her official 
capacity and as to action in another capacity while holding such 
office.

	Section 7.  Continuation of Rights.  The indemnification 
and advancement of expenses provided by, or granted pursuant to, 
this Article 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 8.  Insurance.  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 or her and incurred in any such capacity, 
or arising out of his or her status as such, whether or not the 
Corporation would have the power to indemnify him or her against 
the liability under the provisions of this Article.

	Section 9.  Expenses as a Witness.  To the extent any 
director, officer, employee, member of a management committee or 
agent of the Corporation is by reason of such position, or a 
position with another entity at the request of the Corporation, 
a witness in any action, suit or proceeding, he or she shall be 
indemnified against all costs and expenses actually and 
reasonably incurred by him or her on his or her behalf in 
connection therewith.

	Section 10.	Other.  (a) Notwithstanding anything in this 
Article to the contrary, except as otherwise provided in Section 
10(b), the Corporation shall be required to indemnify a person 
pursuant to the terms of this Article in connection with an 
action, suit or proceeding (or part thereof) commenced by such 
person only if the commencement of such action, suit or 
proceeding (or part thereof) by the person was authorized by the 
Board of Directors.
	(b)  If a claim for indemnification or advancement of 
expenses under this Article is not paid in full within thirty 
days after a written claim therefor by a person described in 
Sections 1, 2, 5 or 9, as the case may be, of this Article has 
been received by the Corporation, such person may file suit to 
recover the unpaid amount of such claim and, if successful in 
whole or in part, shall be entitled to be paid the expense of 
prosecuting such claim.  In any such action the Corporation 
shall have the burden of proving that the person is not entitled 
to the requested indemnification or advancement of expenses 
under applicable law.

ARTICLE XIII.

Consent to Corporation Action.

	Section 1.	Record Date for Action by Written Consent.  
In order that the Corporation may determine the stockholders 
entitled to consent to corporate action in writing without a 
meeting, the Board of Directors may fix a record date, which 
record date shall not precede the date upon which the resolution 
fixing the record date is adopted by the Board of Directors, and 
which date shall not be more than ten (10) days after the date 
upon which the resolution fixing the record date is adopted by 
the Board of Directors.  Any stockholder of record seeking to 
have the stockholders authorize or take corporate action by 
written consent shall, by written notice to the Secretary, 
request the Board of Directors to fix a record date.  The Board 
of Directors shall promptly, but in all events within ten (10) 
days after the date on which such a request is received, adopt a 
resolution fixing the record date (unless a record date has 
previously been fixed by the Board of Directors pursuant to the 
first sentence of this Section 1).  If no record date has been 
fixed by the Board of Directors pursuant to the first sentence 
of this Section 1 or otherwise within ten (10) days of the date 
on which such a request is received, the record date for 
determining stockholders entitled to consent to corporate action 
in writing without a meeting, when no prior action by the Board 
of Directors is required by applicable law, shall be the first 
date on which a signed written consent setting forth the action 
taken or proposed to be taken is delivered to the Corporation by 
delivery to its registered office in Delaware, its principal 
place of business or to any officer or agent of the Corporation 
having custody of the books in which proceedings of meetings of 
stockholders are recorded.  Delivery shall be by hand or by 
certified or registered mail, return receipt requested.  If no 
record date has been fixed by the Board of Directors and prior 
action by the Board of Directors is required by applicable law, 
the record date for determining stockholders entitled to consent 
to corporate action in writing without a meeting shall be at the 
close of business on the date on which the Board of Directors 
adopts the resolution taking such prior action.

	Section 2.	Inspectors of Written Consent.  In the event 
of the delivery, in the manner provided by Section 1 of this 
Article XIII, to the Corporation of written consent or consents 
to take corporate action and/or any related revocation or 
revocations, the Corporation shall engage independent inspectors 
of elections for the purpose of performing promptly a 
ministerial review of the validity of the consents and 
revocations.  For the purpose of permitting the inspectors to 
perform such review, no action by written consent without a 
meeting shall be effective until such date as the independent 
inspectors certify to the Corporation that the consents 
delivered to the Corporation in accordance with Section 1 of 
this Article XIII represent at least the minimum number of votes 
that would be necessary to take the corporate action.  Nothing 
contained in this Section 2 shall in any way be construed to 
suggest or imply that the Board of Directors or any stockholder 
shall not be entitled to contest the validity of any consent or 
revocation thereof, whether before or after such certification 
by the independent inspectors, or to take any other action 
(including, without limitation, the commencement, prosecution, 
or defense of any litigation with respect thereto, and the 
seeking of injunctive relief in such litigation).

	Section 3.	Effectiveness of Written Consent.  Every 
written consent shall bear the date of signature of each 
stockholder who signs the consent and no written consent shall 
be effective to take the corporate action referred to therein 
unless, within sixty (60) days of the earliest dated written 
consent received in accordance with Section 1 of this Article 
XIII, a written consent or consents signed by a sufficient 
number of holders to take such action are delivered to the 
Corporation in the manner prescribed in Section 1 of this 
Article XIII.

ARTICLE XIV.

Amendments.

	All By-laws of the Corporation shall be subject to 
alteration or repeal, and new By-laws may be made, by the 
stockholders at any annual or special meeting, or, except as 
otherwise provided by the Certificate of Incorporation, these 
By-laws or by law, by the affirmative vote of a majority of the 
directors then in office given at any regular or special meeting 
of the Board of Directors; provided, however, that any 
alteration or repeal of any provision of Section 2, 5 or 11 of 
Article II; Section 2, 5, 6 or 11 of Article III; Article XI; or 
Article XII of these By-laws or of this Article XIV, and any new 
By-law that has the effect of altering, repealing or modifying 
any such provision, made by the stockholders shall require the 
affirmative vote of at least 66 2/3% of the voting power of the 
outstanding capital stock of the Corporation entitled to vote 
for the election of directors generally.