By-Laws - Coca-Cola Co.


                                    BY-LAWS
                                       OF
                             THE COCA-COLA COMPANY


                 AS AMENDED AND RESTATED THROUGH JULY 19, 2001


                                   ARTICLE I

SHAREHOLDERS:

Section 1. PLACE, DATE AND TIME OF HOLDING ANNUAL MEETINGS. Annual 
meetings of  shareholders  shall  be  held at such  place,  date  and  
time as  shall  be designated  from time to time by the Board of 
Directors.  In the  absence  of a resolution  adopted by the Board of 
Directors  establishing such place, date and time,  the  annual  
meeting  shall be held at 1209  Orange  Street,  Wilmington,
Delaware,  on the third  Wednesday  in April of each  year at 
9:00  A.M.  (local time).

Section 2. VOTING. Each outstanding share of common stock of the 
Company is entitled  to one vote on each matter  submitted  to a 
vote.  Directors  shall be elected by plurality  votes cast in the 
election for such  directors.  All other action shall be authorized by 
a majority of the votes cast unless a greater vote is  required by the 
laws of  Delaware.  A  shareholder  may vote in person or by proxy  
authorized by an instrument in writing or by a transmission  permitted 
by law filed in accordance  with the procedures  established  for the 
meeting.  Any copy, facsimile  telecommunication or other reliable 
reproduction of the writing or transmission  created  pursuant to this 
section may be substituted or used in lieu of the original  writing or 
the transmission  that could be used,  provided that such copy,  
facsimile  telecommunication  or other  reproduction shall be a
complete reproduction of the entire original writing or transmission.

Section 3. QUORUM.  The holders of a majority of the issued and 
outstanding shares of the common stock of the Company,  present in 
person or  represented by proxy, shall constitute a quorum at all 
meetings of shareholders.

Section 4.  ADJOURNMENT OF MEETINGS.  In the absence of a quorum or 
for any other  reason,  the chairman of the meeting may adjourn the 
meeting from time to time. If the adjournment is not for more than 
thirty days, the adjourned meeting may be held without  notice other 
than an  announcement  at the meeting.  If the adjournment  is for 
more than thirty days,  or if a new record date is fixed for
the adjourned  meeting, a notice of the 

                                 


adjourned  meeting shall be given to each shareholder of record entitled to
vote at such  meeting.  At any such  adjourned  meeting  at  which a  quorum  is
present,  any business may be transacted which might have been transacted at the
meeting originally called.

     Section 5. SPECIAL  MEETINGS.  Special meetings of the shareholders for any
purpose or purposes may be called by the Board of Directors, the Chairman of the
Board of  Directors  or the  President.  Special  meetings  shall be held at the
place, date and time fixed by the Secretary.

     Section 6. NOTICE OF  SHAREHOLDERS  MEETING.  Written  notice,  stating the
place, date, hour and purpose of the annual or special meeting shall be given by
the  Secretary not less than ten nor more than sixty days before the date of the
meeting to each shareholder entitled to vote at such meeting.

     Section 7.  ORGANIZATION.  The  Chairman  of the Board of  Directors  shall
preside at all  meetings  of  shareholders.  In the  absence of, or in case of a
vacancy in the office of, the Chairman of the Board of Directors, the President,
or in his absence or in the event that the Board of Directors has not selected a
President, any Senior Executive Vice President, Executive Vice President, Senior
Vice  President  or Vice  President  in order of  seniority as specified in this
sentence,  and,  within each  classification  of office in order of seniority in
time in that office,  shall  preside.  The Secretary of the Company shall act as
secretary at all meetings of the  shareholders  and in the Secretary's  absence,
the presiding officer may appoint a secretary.

     Section 8.  INSPECTORS  OF ELECTION.  All votes by ballot at any meeting of
shareholders  shall be conducted by such number of inspectors of election as are
appointed  for that  purpose by either the Board of Directors or by the chairman
of the meeting.  The inspectors of election shall decide upon the qualifications
of voters, count the votes and declare the results.

     Section 9. RECORD DATE.  The Board of Directors,  in order to determine the
shareholders  entitled to notice of or to vote at any meeting of shareholders or
any adjournment  thereof,  or entitled to express consent to corporate action in
writing  without a meeting,  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 change,  conversion or exchange of stock or for the purpose of
any other lawful  action,  shall fix in advance a record date which shall not be
more than sixty nor less than ten days before the date of such meeting, nor more
than  sixty  days  prior  to  any  other  action  and in  such  case  only  such
shareholders as shall be  shareholders of record on the date so fixed,  shall be
entitled  to  such  notice  of or to vote at  such  meeting  or any  adjournment
thereof,  or entitled  to express  consent to such  corporate  action in writing
without a meeting,  or be  entitled to receive  payment of any such  dividend or
other  distribution  or  allotment  of any rights or be entitled to exercise any
such rights in respect of stock or to take any such 

                                      -2-


other lawful action,  as the case may be,  notwithstanding  any transfer of
any  stock on the  books of the  Company  after any such  record  date  fixed as
aforesaid. 

     Section 10. NOTICE OF  SHAREHOLDER  PROPOSALS.  A proposal for action to be
presented by any  shareholder  at an annual or special  meeting of  shareholders
shall be out-  of-order and shall not be acted upon at such meeting  unless such
proposal was specifically  described in the Company's notice to all shareholders
of the meeting and the matters to be acted upon thereat or unless such  proposal
shall have been  submitted  in writing to the Chairman of the Board of Directors
of the Company and received at the principal executive offices of the Company at
least  sixty (60) days prior to the date of such annual or special  meeting,  by
the  shareholder  who intends to present such  proposal,  and such  proposal is,
under law, an appropriate subject of shareholder action.

                                   ARTICLE II
DIRECTORS:

     Section 1.  NUMBER AND TERM AND  CLASSES OF  DIRECTORS.  The whole Board of
Directors  shall  consist  of not less than ten (10) nor more than  twenty  (20)
members, the exact number to be set from time to time by the Board of Directors.
No decrease in the number of directors  shall  shorten the term of any incumbent
director.  In absence of the Board of Directors setting the number of directors,
the number  shall be 20.  The Board of  Directors  shall be  divided  into three
classes  of as  nearly  equal  size as  practicable.  The term of  office of the
members of each class shall expire at the third annual  meeting of  shareholders
following  the  election  of  such  members,  and  at  each  annual  meeting  of
shareholders,  directors  shall be chosen  for a term of three  years to succeed
those whose terms  expire;  provided,  whenever  classes are or,  after the next
annual meeting of shareholders,  will be uneven, the shareholders,  for the sole
purpose of making  the number of members in such class as equal as  practicable,
may elect one or more members of such class for less than 3 years.

     Section 2.  REGULAR  MEETINGS.  Regular  meetings of the Board of Directors
shall be held at such times as the Board of Directors may determine from time to
time.

     Section 3. SPECIAL MEETINGS. Special meetings of the Board of Directors may
be called by the  Chairman  of the Board of  Directors,  the  Secretary  or by a
majority of the directors by written request to the Secretary.

     Section 4.  NOTICE OF  MEETINGS.  The  Secretary  shall give  notice of all
meetings  of the Board of  Directors  by mailing  the notice at least three days
before each meeting or by  telegraphing  or telephoning  the directors not later
than one day before the meeting. The notice shall state the time, date and place
of the  meeting,  which  shall be  determined  by the  Chairman  of the Board of
Directors,  or, in absence of the  Chairman,  by the  Secretary  of the Company,
unless otherwise determined by the Board of Directors.

                                      -3-


     Section 5. QUORUM AND VOTING.  A majority of the directors  holding  office
shall  constitute a quorum for the transaction of business.  Except as otherwise
specifically  required by Delaware law or by the Certificate of Incorporation of
the  Company or by these  By-Laws,  any  action  required  to be taken  shall be
authorized  by a majority  of the  directors  present at any  meeting at which a
quorum is present.

     Section 6.  GENERAL  POWERS OF  DIRECTORS.  The business and affairs of the
Company shall be managed under the direction of the Board of Directors.

     Section  7.  CHAIRMAN.  At all  meetings  of the  Board of  Directors,  the
Chairman of the Board of  Directors  shall  preside and in the absence of, or in
the case of a vacancy in the office of, the Chairman of the Board of  Directors,
a chairman selected by the Chairman of the Board of Directors or, if he fails to
do so, by the directors, shall preside.

     Section  8.  COMPENSATION  OF  DIRECTORS.  Directors  and  members  of  any
committee  of the  Board of  Directors  shall  be  entitled  to such  reasonable
compensation  and fees for their services as shall be fixed from time to time by
resolution of the Board of Directors and shall also be entitled to reimbursement
for any  reasonable  expenses  incurred  in  attending  meetings of the Board of
Directors and any committee thereof, except that a Director who is an officer or
employee of the Company shall receive no  compensation  or fees for serving as a
Director or a committee member.

     Section 9. QUALIFICATION OF DIRECTORS. Each person who shall attain the age
of 74 shall not  thereafter  be eligible for  nomination  or  renomination  as a
member of the Board of Directors.

     Any director who was elected or reelected  because he or she was an officer
of the Company at the time of that election or the most recent  reelection shall
resign  as a member  of the  Board of  Directors  simultaneously  when he or she
ceases to be an officer of the Company.

                                  ARTICLE III

COMMITTEES OF THE BOARD OF DIRECTORS:


     Section 1.  COMMITTEES  OF THE BOARD OF  DIRECTORS.  The Board of Directors
shall designate an Executive Committee, a Finance Committee, an Audit Committee,
a  Compensation  Committee,  a Committee  on Directors  and a Public  Issues and
Diversity Review Committee, each of which shall have and may exercise the powers
and authority of the Board of Directors to the extent hereinafter provided.  The
Board of Directors may designate one or more additional  committees of the Board
of Directors  with such powers as shall be specified  in the  resolution  of the
Board of Directors.  Each committee shall consist of such number of directors as
shall be determined from time to time by resolution of the Board of Directors.


                                      -4-


Each committee shall keep regular minutes of its meetings. All action taken
by a committee  shall be reported to the Board of  Directors at its meeting next
succeeding  such  action and shall be subject to  approval  and  revision by the
Board,  provided that no legal rights of third parties shall be affected by such
revisions.

     The Chairman of the Board shall have the power and authority of a committee
of the Board of  Directors  for purposes of taking any action which the Chairman
of the Board is authorized to take under the provisions of this Article.

     Section 2.  ELECTION OF COMMITTEE  MEMBERS.  The members of each  committee
shall be  elected  by the Board of  Directors  and shall  serve  until the first
meeting of the Board of Directors after the annual meeting of  shareholders  and
until their  successors are elected and qualified or until the members'  earlier
resignation  or removal.  The Board of Directors  may designate the Chairman and
Vice  Chairman  of each  committee.  Vacancies  may be  filled  by the  Board of
Directors at any meeting.

     The Chairman of the Board may designate  one or more  directors to serve as
an alternate member or members at any committee meeting to replace any absent or
disqualified  member,  such  alternate or alternates to serve for that committee
meeting only, and the Chairman of the Board may designate a committee  member as
acting  chairman of that  committee,  in the  absence of the  elected  committee
chairman, to serve for that committee meeting only.

     Section 3.  PROCEDURE/QUORUM/NOTICE.  The Committee Chairman, Vice Chairman
or a majority of any committee may call a meeting of that committee. A quorum of
any  committee  shall  consist of a majority  of its  members  unless  otherwise
provided by resolution of the Board of Directors.  The majority vote of a quorum
shall  be  required  for the  transaction  of  business.  The  secretary  of the
committee or the chairman of the committee  shall give notice of all meetings of
the  committee  by mailing the notice to the members of the  committee  at least
three days before each meeting or by telegraphing or telephoning the members not
later than one day before the meeting. The notice shall state the time, date and
place of the meeting. Each committee shall fix its other rules of procedure.

     Section 4. EXECUTIVE COMMITTEE. During the interval between meetings of the
Board of  Directors,  the  Executive  Committee  shall have and may exercise the
powers of the Board of Directors,  to act upon any matters which, in the opinion
of the Chairman of the Board,  should not be postponed until the next previously
scheduled  meeting of the Board of Directors;  but, to the extent  prohibited by
law,  shall  not have the  power  or  authority  of the  Board of  Directors  in
reference to (1) approving or adopting, or recommending to the shareholders, any
action or matter expressly  required by the Delaware General  Corporation Law to
be submitted to shareholders for approval or (2) adopting, amending or repealing
any By-Law of the Company.

                                      -5-


     Section 5. FINANCE  COMMITTEE.  The Finance  Committee  shall  periodically
formulate  and  recommend  for approval to the Board of Directors  the financial
policies of the Company,  including  management of the financial  affairs of the
Company and its accounting  policies.  The Finance Committee shall have prepared
for  approval  by the  Board of  Directors  annual  budgets  and such  financial
estimates as it deems proper;  shall have oversight of the budget and of all the
financial  operations  of the Company and from time to time shall  report to the
Board of  Directors  on the  financial  condition  of the  Company.  All capital
expenditures  of the Company  shall be reviewed  by the  Finance  Committee  and
recommended  for approval to the Board of Directors.  The Finance  Committee may
authorize  another  committee  of the Board of  Directors  or one or more of the
officers of the Company to approve borrowings,  loans,  capital expenditures and
guarantees up to such specified  amounts or upon such  conditions as the Finance
Committee may establish,  subject to the approval of the Board of Directors; and
to open bank accounts and designate those persons  authorized to execute checks,
notes, drafts and other orders for payment of money on behalf of the Company.

     Section 6. AUDIT  COMMITTEE.  The Audit  Committee  shall have the power to
recommend to the Board of Directors the selection and  engagement of independent
accountants  to audit the books and accounts of the Company and the discharge of
the independent  accountants.  The Audit Committee shall review the scope of the
audits as recommended by the independent accountants,  the scope of the internal
auditing  procedures  of the  Company  and the  system  of  internal  accounting
controls and shall review the reports to the Audit  Committee of the independent
accountants and the internal auditors.

     Section 7. COMPENSATION  COMMITTEE.  The Compensation  Committee shall have
the powers  and  authorities  vested in it by the  incentive,  stock  option and
similar plans of the Company. The Compensation Committee shall have the power to
approve, disapprove,  modify or amend all plans designed and intended to provide
compensation  primarily  for officers of the  Company.  There may be one or more
subcommittees  of the  Compensation  Committee which shall have all of the power
and authority of the Compensation  Committee to act on those matters as to which
there is any question  concerning  the  propriety of action by the  Compensation
Committee in the specific case because of any law,  rule or regulation  relating
to the status of its  members.  The members of each such  subcommittee  shall be
designated  by the Board of  Directors,  the  Compensation  Committee  or by the
Chairman  of the Board and may  include  directors  who are not  members  of the
Compensation Committee.

     Section 8.  COMMITTEE ON DIRECTORS.  The Committee on Directors  shall have
the power to recommend  candidates  for  election to the Board of Directors  and
shall  consider  nominees  for  directorships  submitted  by  shareholders.  The
Committee on Directors shall consider issues  involving  potential  conflicts of
interest of directors and committee 

                                      -6-


members and recommend and review all matters relating to fees and retainers
paid to directors, committee members and committee chairmen.


     Section 9. PUBLIC ISSUES AND DIVERSITY REVIEW COMMITTEE.  The Public Issues
and Diversity Review Committee shall have the power to review Company policy and
practice   relating  to  (1)  significant   public  issues  of  concern  to  the
shareholders,  the Company,  the business  community and the general public; and
(2) the Company's  progress  toward its diversity  goals,  compliance  with its
responsibilities as an equal opportunity employer, and compliance with any court
orders arising out of employment  discrimination  class action  litigation.  The
Committee  may  also  review  management's  position  on  shareholder  proposals
involving  issues of  public  interest  to be  presented  at  annual or  special
meetings of shareholders.


                                   ARTICLE IV

NOTICE AND WAIVER OF NOTICE:

     Section 1.  NOTICE.  Any notice  required  to be given to  shareholders  or
directors under these By-Laws, the Certificate of Incorporation or by law may be
given by mailing the same,  addressed to the person  entitled  thereto,  at such
person's  last known post office  address and such notice  shall be deemed to be
given at the time of such mailing.

     Section 2.  WAIVER OF NOTICE.  Whenever  any notice is required to be given
under  these  By-Laws,  the  Certificate  of  Incorporation  or by law, a waiver
thereof,  signed by the person  entitled to notice,  whether before or after the
time stated  therein,  shall be deemed  equivalent  to notice.  Attendance  of a
person at a meeting shall constitute a waiver of notice of such meeting,  except
when the person attends a meeting for the express  purpose of objecting,  at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully  called or convened.  Neither the business to be transacted  at,
nor the purpose of any regular or special meeting of the shareholders, directors
or a committee of directors need be specified in any written waiver of notice.

                                   ARTICLE V

OFFICERS:

     Section 1.  OFFICERS OF THE COMPANY.  The officers of the Company  shall be
selected  by the  Board of  Directors  and shall be a  Chairman  of the Board of
Directors,  one or more Vice Presidents,  a Secretary and a Treasurer. The Board
of Directors may elect a Vice  Chairman,  President and a Controller  and one or
more  of  the  following:  Senior  Executive  Vice  President,   Executive  Vice
President, Senior Vice President, Assistant Vice President, Assistant Secretary,
Associate  Treasurer,  Assistant  Treasurer,  Associate Controller and Assistant
Controller. Two or more offices may be held by the same person.

                                      -7-


     The Company may have a General  Counsel who shall be appointed by the Board
of Directors and shall have general supervision of all matters of a legal nature

concerning  the  Company,  unless the Board of  Directors  has also  appointed a
General Tax Counsel,  in which event the General Tax Counsel  shall have general
supervision of all tax matters of a legal nature concerning the Company.

     The Company may have a Chief  Financial  Officer who shall be  appointed by
the Board of Directors  and shall have general  supervision  over the  financial
affairs of the Company. The Company may also have a Chief of Internal Audits who
shall be appointed by the Board of Directors.

     Section  2.  ELECTION  OF  OFFICERS.  At the first  meeting of the Board of
Directors  after each annual  meeting of  shareholders,  the Board of  Directors
shall elect the  officers.  From time to time the Board of  Directors  may elect
other officers.  Section 3. Tenure of Office;  Removal.  Each officer shall hold
office  until  the first  meeting  of the Board of  Directors  after the  annual
meeting of shareholders following the officer's election and until the officer's
successor is elected and qualified or until the officer's earlier resignation or
removal.  Each officer shall be subject to removal at any time,  with or without
cause, by the affirmative vote of a majority of the entire Board of Directors.

     Section 4. CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the Board of
Directors shall be the Chief Executive Officer of the Company and subject to the
overall  direction  and  supervision  of the Board of Directors  and  Committees
thereof  shall be in general  charge of the  affairs of the  Company;  and shall
consult and advise with the Board of  Directors  and  committees  thereof on the
business and the affairs of the Company.  The Chairman of the Board of Directors
shall have the power to make and execute  contracts on behalf of the Company and
to delegate such power to others.

     Section 5.  PRESIDENT.  The Board of Directors  may select a President  who
shall have such powers and  perform  such duties as may be assigned by the Board
of  Directors or by the  Chairman of the Board of  Directors.  In the absence or
disability  of the  President  his or her duties shall be performed by such Vice
Presidents  as the  Chairman of the Board of Directors or the Board of Directors
may  designate.  The  President  shall  also have the power to make and  execute
contracts on the Company's behalf and to delegate such power to others.

     Section 6. VICE PRESIDENTS. Each Senior Executive Vice President, Executive
Vice President,  Senior Vice President and Vice President shall have such powers
and  perform  such  duties as may be  assigned  to the  Officer  by the Board of
Directors or by the Chairman of the Board of Directors or the President. 

                                      -8-


     Section 7.  SECRETARY.  The Secretary shall keep minutes of all meetings of
the shareholders  and of the Board of Directors,  and shall keep, or cause to be
kept,  minutes of all meetings of Committees  of the Board of Directors,  except
where such  responsibility  is otherwise  fixed by the Board of  Directors.  The
Secretary shall issue all notices for meetings of the  shareholders and Board of
Directors  and shall have  charge of and keep the seal of the  Company and shall
affix the seal attested by the Secretary's  signature to such instruments as may
properly  require  same.  The  Secretary  shall  cause to be kept such books and
records as the Board of Directors, the Chairman of the Board of Directors or the
President may require;  and shall cause to be prepared,  recorded,  transferred,
issued,  sealed  and  cancelled   certificates  of  stock  as  required  by  the
transactions of the Company and its shareholders.  The Secretary shall attend to
such  correspondence  and such other  duties as may be incident to the office of
the Secretary or assigned by the Board of  Directors,  the Chairman of the Board
of Directors,  or the President.  

     In the absence of the  Secretary,  an Assistant  Secretary is authorized to
assume the duties herein imposed upon the Secretary.

     Section 8.  TREASURER.  The  Treasurer  shall  perform  all duties and acts
incident to the position of  Treasurer,  shall have custody of the Company funds
and  securities,  and shall deposit all money and other valuable  effects in the
name and to the credit of the Company in such  depositories as may be designated
by the Board of Directors. The Treasurer shall disburse the funds of the Company
as may be authorized,  taking proper vouchers for such disbursements,  and shall
render to the Board of  Directors,  whenever  required,  an  account  of all the
transactions of the Treasurer and of the financial condition of the Company. The
Treasurer  shall vote all of the stock owned by the  Company in any  corporation
and may delegate this power to others.  The  Treasurer  shall perform such other
duties  as may be  assigned  to the  Treasurer  and  shall  report  to the Chief
Financial  Officer or, in the  absence of the Chief  Financial  Officer,  to the
Chairman of the Board of Directors.

     In the absence of the  Treasurer,  an Assistant  Treasurer is authorized to
assume the duties herein imposed upon the Treasurer.

     Section 9.  CONTROLLER.  The Board of Directors may select a Controller who
shall  keep or cause to be kept in the books of the  Company  provided  for that
purpose a true account of all  transactions and of the assets and liabilities of
the Company.  The  Controller  shall  prepare and submit to the Chief  Financial
Officer or, in the absence of the Chief Financial Officer to the Chairman of the
Board of Directors,  such financial  statements and schedules as may be required
to keep the Chief  Financial  Officer and the Chairman of the Board of Directors
currently informed of the operations and financial condition of the Company, and
perform such other duties as may be assigned by the Chief  Financial  Officer or
the Chairman of the Board.

                                      -9-


     In the absence of the Controller,  an Assistant Controller is authorized to
assume the duties herein imposed upon the Controller.

     Section 10. CHIEF OF INTERNAL  AUDITS.  The Board of Directors may select a
Chief of Internal  Audits,  who shall cause to be  performed,  and have  general
supervision  over,  auditing  activities  of the financial  transactions  of the
Company,  including  the  coordination  of such  auditing  activities  with  the
independent  accountants  of the Company and who shall perform such other duties
as may be assigned to him from time to time. The Chief of Internal  Audits shall
report to the Chief Financial  Officer or, in the absence of the Chief Financial
Officer,  to the  Chairman of the Board of  Directors.  From time to time at the
request of the Audit  Committee,  the Chief of Internal Audits shall inform that
Committee of the auditing activities of the Company.

     Section 11. ASSISTANT VICE PRESIDENTS.  The Company may have assistant vice
presidents who shall be appointed by a committee whose  membership shall include
one or more  executive  officers of the  Company  (the  "Committee").  Each such
assistant vice president shall have such powers and shall perform such duties as
may be assigned from time to time by the Committee, the Chairman of the Board of
Directors,  the President or any Vice President,  and which are not inconsistent
with the powers and duties granted and assigned by these By-Laws or the Board of
Directors. Assistant vice presidents appointed by the Committee shall be subject
to removal at any time,  with or without cause,  by the Committee.  Annually the
Committee  shall report to the Board of Directors  who it has appointed to serve
as assistant vice presidents and their respective responsibilities.

                                   ARTICLE VI

RESIGNATIONS: FILLING OF VACANCIES:

     Section 1. RESIGNATIONS.  Any director,  member of a committee,  or officer
may resign at any time. Such resignation shall be made in writing and shall take
effect at the time specified therein, and, if no time be specified,  at the time
of its receipt by the Chairman of the Board of Directors or the  Secretary.  The
acceptance of a resignation shall not be necessary to make it effective.

     Section 2.  FILLING OF  VACANCIES.  If the office of any  director  becomes
vacant, the directors in office,  although less than a quorum, or, if the number
of directors is  increased,  the  directors in office,  may elect any  qualified
person  to fill  such  vacancy.  In the case of a  vacancy  in the  office  of a
director caused by an increase in the number of directors, the person so elected
shall hold office until the next annual  meeting of  shareholders,  or until his
successor shall be elected and qualified. In the case of a vacancy in the office
of a  director  resulting  otherwise  than  from an  increase  in the  number of
directors,  the person so elected to fill such vacancy shall hold office for the
unexpired 

                                      -10-


term of the director whose office became vacant.  If the office of any officer
becomes  vacant,  the  Chairman  of  the Board  of  Directors  may appoint any
qualified person to fill such vacancy  temporarily  until the Board of Directors
elects any qualified  person for the unexpired  portion of the term. Such person
shall hold office for the unexpired term and until the officer's successor shall
be duly elected and  qualified or until the  officer's  earlier  resignation  or
removal.

                                  ARTICLE VII

INDEMNIFICATION:

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

     The  Company  shall  indemnify  any  person  who  was or is a  party  or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the  Company to  procure a  judgment  in its favor by
reason of the fact that he is or was a director,  officer,  employee or agent of
the Company,  or is or was serving at the request of the Company, as a director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or other enterprise against expenses (including  attorneys' fees) actually
and reasonably  incurred by him in connection  with the defense or settlement of
such  action or suit if he acted in good  faith  and in a manner  he  reasonably
believed to be in or not opposed to the best interests of the Company and except
that no  indemnification  shall be made in respect of any claim, issue or matter
as to which such  person  shall have been  adjudged  to be liable to the Company
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  

                                      -11-


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.

     To the extent  that a director,  officer,  employee or agent of the Company
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in the first two paragraphs of this Section or in defense
of any claim, issue or matter therein,  he shall be indemnified against expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection therewith. 

     Any indemnification  under the first two paragraphs of this Section (unless
ordered  by a court)  shall be made by the  Company  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 the applicable
standard of conduct set forth in the first two  paragraphs  of this  Section has
been met.  Such  determination  shall be made (1) by the Board of Directors by a
majority  vote of a quorum  consisting of directors who were not parties to such
action, suit or proceedings, or (2) if such a quorum is not obtainable, or, even
if obtainable,  a quorum of disinterested  directors so directs,  by independent
legal  counsel  in a  written  opinion,  or (3) by  the  shareholders.  

     Expenses  incurred  in  defending  a  civil  or  criminal  action,  suit or
proceeding  may be paid by the  Company in advance of the final  disposition  of
such action,  suit or proceeding  upon receipt of an undertaking by or on behalf
of the director, officer, employee or agent to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the Company as
authorized by this Section.  

     The  indemnification  and  advancement  of expenses  provided by or granted
pursuant to this  Section  shall not be deemed  exclusive of any other rights to
which those  indemnified or those who receive advances may be entitled under any
By-Law, agreement, vote of shareholders or disinterested directors or otherwise,
both as to action in his official  capacity and as to action in another capacity
while holding such office,  and shall  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.  

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

     The  indemnification  and  advancement of expenses  provided by, or granted
pursuant to, this section shall,  unless  otherwise  provided when authorized or
ratified,

                                      -12-


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. 

                                  ARTICLE VIII

CAPITAL STOCK:

     Section 1. FORM AND EXECUTION OF  CERTIFICATES.  The certificates of shares
of the capital  stock of the Company  shall be in such form as shall be approved
by the Board of Directors.  The certificates  shall be signed by the Chairman of
the  Board  of  Directors  or the  President,  or a Vice  President,  and by the
Secretary or an Assistant Secretary or the Treasurer or an Assistant  Treasurer.
Each  certificate  of stock  shall  certify  the  number of shares  owned by the
shareholder in the Company.

     A facsimile of the seal of the Company may be used in  connection  with the
certificates of stock of the Company,  and facsimile  signatures of the officers
named in this Section may be used in connection with said  certificates.  In the
event any officer whose  facsimile  signature has been placed upon a certificate
shall cease to be such officer before the certificate is issued, the certificate
may be issued  with the same effect as if such person was an officer at the date
of issue.

     Section  2.  RECORD   OWNERSHIPS.   All  certificates   shall  be  numbered
appropriately and the names of the owners,  the number of shares and the date of
issue  shall be  entered  in the  books of the  Company.  The  Company  shall be
entitled  to treat the  holder of record of any share of stock as the  holder in
fact thereof and  accordingly  shall not be bound to recognize  any equitable or
other claim to or interest in any share on the part of any other person, whether
or not it shall have express or other notice thereof,  except as required by the
laws of Delaware.

     Section  3.  TRANSFER  OF SHARES.  Upon  surrender  to the  Company or to a
transfer  agent of the  Company of a  certificate  for shares  duly  endorsed or
accompanied  by proper  evidence of  succession,  assignment,  or  authority  to
transfer,  it shall  be the duty of the  Company,  if it is  satisfied  that all
provisions of law regarding transfers of shares have been duly complied with, to
issue  a new  certificate  to  the  person  entitled  thereto,  cancel  the  old
certificate and record the transaction upon its books.

     Section  4.  LOST,  STOLEN OR  DESTROYED  STOCK  CERTIFICATES.  Any  person
claiming a stock certificate in lieu of one lost, stolen or destroyed shall give
the Company an affidavit as to such person's ownership of the certificate and of
the facts which go to prove that it was lost,  stolen or  destroyed.  The person
shall  also,  if required  by the Board of  Directors,  give the Company a bond,
sufficient to indemnify the Company  against any claims that may be made against
it on account of the alleged loss,  theft or destruction of any such certificate
or the issuance of such new certificate.  Any Vice President or the 

                                      -13-


Secretary or any Assistant  Secretary  of  the  Company  is authorized  to issue
such  duplicate  certificates  or to authorize  any of the  transfer  agents and
registrars to issue and register such duplicate certificates.

     Section 5.  REGULATIONS.  The Board of Directors from time to time may make
such  rules and  regulations  as it may deem  expedient  concerning  the  issue,
transfer and registration of shares.

     Section 6. TRANSFER AGENT AND REGISTRAR. The Board of Directors may appoint
such transfer agents and registrars of transfers as may be deemed necessary, and
may require all stock certificates to bear the signature of either or both.

                                   ARTICLE IX

SEAL:

     Section 1.  SEAL.  The Board of  Directors  shall  provide a suitable  seal
containing  the name of the Company,  the year of its  creation,  and the words,
"CORPORATE SEAL, DELAWARE," or other appropriate words. The Secretary shall have
custody of the seal.

                                   ARTICLE X
FISCAL YEAR:

     Section  1.  FISCAL  YEAR.  The  fiscal  year of the  Company  shall be the
calendar year.

                                   ARTICLE XI
AMENDMENTS:

     Section 1. DIRECTORS MAY AMEND BY-LAWS.  The Board of Directors  shall have
the power to make, amend and repeal the By-Laws of the Company at any regular or
special meeting of the Board of Directors.

     Section 2. BY-LAWS SUBJECT TO AMENDMENT BY SHAREHOLDERS.  All By-Laws shall
be subject to amendment,  alteration,  or repeal by the shareholders entitled to
vote at any annual meeting or at any special meeting. ARTICLE XII

EMERGENCY BY-LAWS:

     Section 1. EMERGENCY  BY-LAWS.  This Article XII shall be operative  during
any emergency  resulting from an attack on the United States or on a locality in
which the Company  conducts its business or  customarily  holds  meetings of its
Board of Directors or 

                                      -14-


its  stockholders,  or during  any  nuclear  or  atomic  disaster or during the
existence of any catastrophe or other similar emergency  condition,  as a result
of which a quorum of the Board of Directors or the Executive  Committee  thereof
cannot be readily convened (an  "emergency"),  notwithstanding  any different or
conflicting  provision  in the  preceding  Articles  of these  By-Laws or in the
Certificate of Incorporation of the Company. To the extent not inconsistent with
the provisions of this Article,  the By-Laws provided in the preceding  Articles
and the  provisions of the  Certificate  of  Incorporation  of the Company shall
remain in effect during such emergency,  and upon termination of such emergency,
the provisions of this Article XII shall cease to be operative.

     Section  2.  MEETINGS.  During  any  emergency,  a meeting  of the Board of
Directors, or any committee thereof, may be called by any officer or director of
the Company.  Notice of the time and place of the meeting  shall be given by any
available  means of  communication  by the person calling the meeting to such of
the directors and/or Designated Officers,  as defined in Section 3 hereof, as it
may be feasible to reach.  Such notice shall be given at such time in advance of
the meeting as, in the judgment of the person calling the meeting, circumstances
permit.

     Section  3.  QUORUM.  At any  meeting  of the  Board of  Directors,  or any
committee thereof,  called in accordance with Section 2 of this Article XII, the
presence or  participation  of two  directors,  one  director  and a  Designated
Officer or two Designated Officers shall constitute a quorum for the transaction
of business.  

     The  Board of  Directors  or the  committees  thereof,  as the case may be,
shall,  from  time to time but in any  event  prior to such  time or times as an
emergency may have occurred, designate the officers of the Company in a numbered
list (the "Designated Officers") who shall be deemed, in the order in which they
appear on such list, directors of the Company for purposes of obtaining a quorum
during an emergency, if a quorum of directors cannot otherwise be obtained.

     Section 4. BY-LAWS.  At any meeting called in accordance  with Section 2 of
this Article XII, the Board of Directors or the committees  thereof, as the case
may be, may modify,  amend or add to the provisions of this Article XII so as to
make any provision that may be practical or necessary for the  circumstances  of
the emergency.

     Section 5.  LIABILITY.  No  officer,  director  or  employee of the Company
acting in  accordance  with the  provisions  of this Article XII shall be liable
except for willful misconduct.

     Section 6. REPEAL OR CHANGE.  The  provisions  of this Article XII shall be
subject to repeal or change by further  action of the Board of  Directors  or by
action  of the  shareholders,  but no such  repeal or change  shall  modify  the
provisions of Section 5 of this Article XII with regard to action taken prior to
the time of such repeal or change.

                                     - 15 -