Bylaws - Mattel Inc.


                                MATTEL, INC.

                                    BYLAWS


                           ARTICLE I - STOCKHOLDERS

          Section 1.  Annual Meeting.
          ---------------------------

          An annual meeting of the stockholders, for the election of directors
to succeed those whose terms expire and for the transaction of such other
business as may properly come before the meeting, shall be held at such place,
on such date, and at such time as the Board of Directors shall each year fix,
which date shall be within thirteen months subsequent to the later of the date
of incorporation or the last annual meeting of stockholders.

          Section 2.  Special Meetings.
          -----------------------------

          Special meetings of the stockholders, for any purpose or purposes
prescribed in the notice of the meeting, may be called by the Board of Directors
or the chief executive officer and shall be held at such place, on such date,
and at such time as they or he shall fix.

          Section 3.  Notice of Meetings.
          -------------------------------

          Written notice of the place, date, and time of all meetings of the
stockholders shall be given, not less than ten (10) nor more than sixty (60)
days before the date on which the meeting is to be held to each stockholder
entitled to vote at such meeting, except as otherwise provided herein, in the
Restated Certificate of Incorporation or required by law.

          When a meeting is adjourned to another place, date, or time, written
notice need not be given of the adjourned meeting if the place, date, and time
thereof are announced at the meeting at which the adjournment is taken;
provided, however, that if the date of any adjourned meeting is more than thirty
(30) days after the date for which the meeting was originally noticed, or if a
new record date is fixed for the adjourned meeting, written notice of the place,
date, and time of the adjourned meeting shall be given in conformity herewith.
At any adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.

          Section 4.  Quorum.
          -------------------

          At any meeting of the stockholders, the holders of a majority of all
of the shares of the stock entitled to vote at the meeting, present in person or
by proxy, shall constitute a quorum for all purposes, unless or except to the
extent that the presence of a larger number may be required by law.
 
          If a quorum shall fail to attend any meeting, the chairman of the
meeting or the holders of a majority of the shares of the stock entitled to vote
who are present, in person or by proxy, may adjourn the meeting to another
place, date, or time.

          If a notice of any adjourned special meeting of stockholders is sent
to all stockholders entitled to vote thereat, stating that it will be held with
those present constituting a quorum, then except as otherwise required by law,
those present at such adjourned meeting shall constitute a quorum, and all
matters shall be determined by a majority of the votes cast at such meeting.

          Section 5.  Organization.
          -------------------------

          Such person as the Board of Directors may have designated or, in the
absence of such a person, the highest ranking officer of the corporation who is
present shall call to order any meeting of the stockholders and act as chairman
of the meeting.  In the absence of the Secretary of the corporation, the
secretary of the meeting shall be such person as the chairman appoints.

          Section 6.  Conduct of Business.
          --------------------------------

          The chairman of any meeting of stockholders shall determine the order
of business and the procedure at the meeting, including such regulation of the
manner of voting and the conduct of discussion as seem to him in order.

          Section 7.  Proxies and Voting.
          -------------------------------

          At any meeting of the stockholders, every stockholder entitled to vote
may vote in person or by proxy authorized by an instrument in writing filed in
accordance with the procedure established for the meeting.

          Each stockholder shall have one vote for every share of stock entitled
to vote which is registered in his name on the record date for the meeting,
except as otherwise provided herein or required by law.  As provided by the
Certificate of Incorporation, at all elections of directors each stockholder who
is entitled to vote shall be entitled to as many votes as shall equal the number
of votes which (except for the provisions as to cumulative voting contained in
the Certificate of Incorporation) he would be entitled to cast for the election
of directors with respect to his shares of stock multiplied by the number of
directors to be elected, and he may cast all of such votes for a single director
or may distribute them among the number to be voted for, or for any two or more
of them as he may see fit.

          All voting, except for the election of directors and where otherwise
required by law, may be by a voice vote; provided, however, that upon demand
therefor by a stockholder entitled to vote or his proxy, a stock vote shall be
taken.  Every stock vote shall be taken by ballots, each of which shall state
the name of the stockholder or proxy voting and such other information as may be
required under the procedure established for the meeting.  Every vote 

                                       2
 
taken by ballots shall be counted by an inspector or inspectors appointed by the
chairman of the meeting.

          All elections shall be determined by a plurality of the votes cast,
and except as otherwise required by law, all other matters shall be determined
by a majority of the votes cast.

          Section 8.  Stock List.
          -----------------------

          A complete list of stockholders entitled to vote at any meeting of
stockholders, arranged in alphabetical order for each class of stock and showing
the address of each such stockholder and the number of shares registered in his
name, shall be open to the examination of any such stockholder, for any purpose
germane to the meeting, during ordinary business hours for a period of at least
ten (10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or if not so specified, at the place where the meeting is to be held.

          The stock list shall also be kept at the place of the meeting during
the whole time thereof and shall be open to the examination of any such
stockholder who is present.  This list shall presumptively determine the
identity of the stockholders entitled to vote at the meeting and the number of
shares held by each of them.

          Section 9.  Business Brought Before the Meeting,
          ------------------------------------------------

          At any annual meeting of the stockholders, only such business shall be
conducted as shall have been brought before the meeting or any adjournment
thereof (i) by or at the direction of the Board of Directors or (ii) by any
stockholder of the corporation who is entitled to vote with respect thereto and
who complies with the notice procedures set forth in this Section 9.  For
business to be properly brought before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the Secretary of
the corporation. To be timely, a stockholder's notice must be delivered or
mailed to and received at the principal executive offices of the corporation not
less than thirty (30) days prior to the date of the annual meeting the close of
business on the 90/th/ day nor earlier than the 120/th/ day prior to the
anniversary of the preceding year's annual meeting; provided, however, that in
the event that the date of the annual meeting is more than 30 days before or
more than 60 days after such anniversary date, notice by the stockholder to be
timely must be so delivered not earlier than the close of business on the
120/th/ day prior to such annual meeting and not later than the 90/th/ day prior
to such annual meeting or the 10/th/ 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 of an annual meeting
commence a new time period for the giving of a stockholder's notice as described
above. ('Public announcement' means disclosure in a press release, 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 Securities
Exchange Act of 1934, as amended). A stockholder's notice to the Secretary shall
set forth as to each matter such stockholder proposes to bring before the annual
meeting (i) a brief description of the business desired to be

                                       3
 
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (ii) the name and address, as they appear on the
corporation's books, of the stockholder proposing such business, (iii) the class
and number of shares of the corporation's capital stock that are beneficially
owned by such stockholder, and (iv) any material interest of such stockholder in
such business, and (v) if the stockholder intends to solicit proxies in support
of such stockholder's proposal, a representation to that effect; provided,
                                                                 ---------
however, that compliance by such stockholder with the notice provisions and 
--------
other requirements in this Section 9 shall not create a duty of the corporation
to include such stockholder's business or proposal in the corporation's proxy
statement or proxy, and notwithstanding such compliance the corporation shall
retain such discretion as it has to omit such business or proposal from such
proxy statement or proxy or both. Notwithstanding anything in the Bylaws to the
contrary, no business shall be brought before or conducted at an annual meeting
(i) except in accordance with the provisions of this Section 9 or (ii) if the
stockholder solicits proxies in support of such stockholder's proposal made the
representation required by clause (v) of the preceding sentence. The officer of
the corporation or other person presiding over the annual meeting shall, if the
facts so warrant, determine and declare to the meeting that business was not
properly brought before the meeting or any adjournment thereof in accordance
with the provisions of this Section 9 and, if he or she should so determine, he
or she shall so declare to the meeting and any such business so determined to be
not properly brought before the meeting shall not be transacted.

          At any special meeting of the stockholders, only such business shall
be conducted as shall have been brought before the meeting by or at the
direction of the Board of Directors.

          Section 10.  Nomination for Election to Board.
          ----------------------------------------------

          Only persons who are properly nominated in accordance with the
procedures set forth in these Bylaws shall be eligible for election as
directors.  Nominations of persons for election to the Board of Directors of the
corporation may be made at a meeting of stockholders or any adjournment thereof
at which directors are to be elected only (i) by or at the direction of the
Board of Directors (ii) by any stockholder of the corporation entitled to vote
for the election of directors at the meeting who complies with the notice
procedures set forth in this Section 10.  Such nominations, other than those
made by or at the direction of the Board of Directors, shall be made by timely
pursuant to timely and complete notice in writing to the Secretary of the
corporation.  For elections at an annual meeting, to be timely, a stockholder's
notice must be delivered or mailed to and received at the principal executive
offices of the corporation not later than the close of business on the 90/th/
day nor earlier than the 120/th/ day prior to the anniversary of the preceding
year's annual meeting; provided, however, that in the event that the date of the
annual meeting is more than 30 days before or more than 60 days after such
anniversary date, notice by the stockholder to be timely must be so delivered
not earlier than the close of business on the 120/th/ day prior to such annual
meeting and not later than the 90/th/ day prior to such annual meeting or the
10/th/ day following the day on which public announcement of the date of such
meeting is first made by the corporation.  In the event the corporation calls a
special meeting of the stockholders for the purpose of electing one or more
directors to the Board of Directors, a stockholder may 

                                       4
 
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 shall be delivered or mailed to and received at the principal executive
offices of the corporation not earlier than the close of business on the 120/th/
day prior to such special meeting and not later than the close of business on
the later of the 90/th/ day prior to such meeting or the 10/th/ 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 of an
annual or special meeting commence a new time period for the giving of a
stockholder's notice as described above. ('Public announcement' is defined in
Section 9 herein. Such stockholder's notice shall set forth be complete
provided it sets forth (i) as to each person whom such stockholder proposes to
nominate for election or re-election as a director, all information relating to
such person that is required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (including
such person's written consent to being named in the proxy statement as a nominee
as to serving as a director if elected); and (ii) as to the stockholder giving
the notice (x) the name and address, as they appear on the corporation's books,
of such stockholder and (y) class and number of shares of the corporation's
capital stock that are beneficially owned by such stockholder. (a) the name,
age, business address and residence address of the person, (b) the principal
occupation or employment of the person, (c) the class and number of shares of
capital stock of the corporation which are owned directly or beneficially by the
person, (d) a statement as to the person's citizenship, and (e) such person's
written consent to serve as a director if elected; (ii) as to the stockholder
giving the notice (a) the name and address, as they appear on the corporation's
books, of such stockholder and (b) the class and number of shares of the
corporation's stock which are owned by such stockholder, and (iii) if the
stockholder intends to solicit proxies in support of such stockholder's
nominee(s), a representation to that effect; provided, however, that compliance
                                             ------------------                
by a stockholder with the notice provisions and other requirements in this
Section 10 shall not create a duty of the corporation to include the
stockholder's nominee in the corporation's proxy statement or proxy if the
stockholder's nominee is not nominated by the Board of Directors, and the
corporation shall retain any discretion it has to omit the nominee from the
corporation's proxy statement and proxy.  At the request of the Board of
Directors any person nominated by the Board of Directors for election as a
director shall furnish to the Secretary of the corporation that information
required to be set forth in a stockholder's notice of nomination which pertains
to the nominee.  No person shall be eligible for election as a director of the
corporation unless nominated in accordance with the provisions of this Section
10.  The officer of the corporation or other person presiding at the meeting
shall, if the facts so warrant, determine and declare to the meeting that a
nomination made at the meeting or any adjournment thereof was not made in
accordance with the provisions of this Section 10, with law or rules applicable
to the meeting, or if the stockholder solicits proxies in support of such
stockholder's nominee(s) without such stockholder having made the representation
required by clause (iii) of this Section 10, and if he or she should so
determine, he or she shall so declare to the meeting and the defective
nomination shall be disregarded.

          Section 11.  Inspectors of Written Consent
          ------------------------------------------
 
          In the event of the delivery, in the manner provided by ARTICLE V,
Section 3(b), to the corporation of the requisite written consent or consents to
take corporate action and/or any related revocation or revocations, the
corporation shall engage nationally recognized independent inspectors of
elections for the purpose of promptly performing 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

                                       5
 
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 ARTICLE V, Section 3(b) represent at least the minimum number of votes that
would be necessary to take the corporation action. Nothing contained in this
paragraph 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 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 12. 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 60 days of the date
the earliest dated written consent was received in accordance with ARTICLE V,
Section 3(b), 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 ARTICLE V, Section 3(b).


                        ARTICLE II - BOARD OF DIRECTORS

          Section 1.  Number and Term of Office.
          --------------------------------------

          The Board of Directors shall consist of one or more members, the
number thereof to be determined from time to time by resolution of the Board of
Directors.  Each director shall hold office until the annual meeting of
stockholders next succeeding his election and until his successor is elected and
qualified, except as otherwise provided herein or required by law.

     The Chairman of the Board of Directors, if there be one, shall be a
director and shall serve as Chairman of the Board of Directors at the pleasure
of the Board of Directors.  The Chairman of the Board of Directors shall preside
at all meetings of the stockholders and of the Board of Directors.  The Chairman
of the Board of Directors shall also perform such other duties and may exercise
such other powers as may from time to time be assigned by these Bylaws or by the
Board of Directors.  If there shall be no Chairman of the Board of Directors,
the Board may designate a director to act in place of a Chairman of the Board of
Directors for any purpose.

          Whenever the authorized number of directors is increased between
annual meetings of the stockholders, a majority of the directors then in office
shall have the power to elect such new directors for the balance of a term and
until their successors are elected and qualified.  Any decrease in the
authorized number of directors shall not become effective until the expiration
of the term of the directors then in office unless, at the time of such
decrease, there shall be vacancies on the board which are being eliminated by
the decrease.

          Section 2.  Vacancies.
          ----------------------

          If the office of any director becomes vacant by reason of death,
resignation, disqualification, removal or other cause, a majority of the
directors remaining in office, although less than a quorum, may elect a
successor for the unexpired term and until his successor is elected and
qualified.

          Section 3.  Regular Meetings.
          -----------------------------

                                       6
 
          Regular meetings of the Board of Directors shall be held at such place
or places, on such date or dates, and at such time or times as shall have been
established by the Board of Directors and publicized among all directors.  A
notice of each regular meeting shall not be required.

          Section 4.  Special Meetings.
          -----------------------------

          Special meetings of the Board of Directors may be called by one-third
of the directors then in office or by the chief executive officer and shall be
held at such place, on such date, and at such time as they or he shall fix.
Notice of the place, date and time of each such special meeting shall be given
each director by whom it is not waived by mailing written notice not less than
three days before the meeting or by telegraphing, sending by facsimile
transmission or by electronic mail the same not less than eighteen hours before
the meeting. Unless otherwise indicated in the notice thereof, any and all
business may be transacted at a special meeting.

          Section 5.  Quorum.
          -------------------

          At any meeting of the Board of Directors, one-third of the total
number of the whole board, but not less than two, shall constitute a quorum for
all purposes.  If a quorum shall fail to attend any meeting, a majority of those
present may adjourn the meeting to another place, date, or time, without further
notice or waiver thereof.

          Section 6.  Conduct of Business.
          --------------------------------

          At any meeting of the Board of Directors, business shall be transacted
in such order and manner as the board may from time to time determine, and all
matters shall be determined by the vote of a majority of the directors present,
except as otherwise provided herein or required by law.


          Section 7.  Powers.
          -------------------

          The Board of Directors may, except as otherwise required by law,
exercise all such power and do all such acts and things as may be exercised or
done by the corporation, including, without limiting the generality of the
foregoing, the unqualified power:

               (1)    To declare dividends from time to time in accordance with
          law;

               (2)    To purchase or otherwise acquire any property, rights or
          privileges on such terms as it shall determine;

               (3)    To authorize the creation, making and issuance, in such
          form as it may determine, of written obligations of every kind,
          negotiable or 

                                       7
 
          non-negotiable, secured or unsecured, and to do all things necessary
          in connection therewith;

               (4)    To remove any officer of the corporation with or without
          cause, from time to time to devolve the powers and duties of any
          officer upon any other person for the time being;

               (5)    To confer upon any officer of the corporation the power to
          appoint, remove and suspend subordinate officers and agents;

               (6)    To adopt from time to time such bonus or other
          compensation plans for directors, officers and agents of the
          corporation and its subsidiaries as it may determine;

               (7)    To adopt from time to time such insurance, retirement, and
          other benefit plans for directors, officers and agents of the
          corporation and its subsidiaries as it may determine; and

               (8)    To adopt from time to time regulations, not inconsistent
          with these Bylaws, for the management of the corporation's business
          and affairs.

          Section 8.  Compensation of Directors.
          --------------------------------------

          Directors, as such, may receive, pursuant to resolution of the Board
of Directors, fixed fees and other compensation for their services as directors,
including, without limitation, their services as members of committees of the
directors.

          Section 9.  Action without Meeting.
          -----------------------------------

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


                           ARTICLE III - COMMITTEES

          Section 1.  Committees of the Board of Directors.
          -------------------------------------------------

          The Board of Directors, by a vote of a majority of the whole Board,
may from time to time designate committees of the Board, including an
Executive/Finance Committee, with the powers and duties it thereby confers, to
serve at the pleasure of the Board and shall, for those committees and any
others provided for herein, elect the director or directors to serve as the
member or members, designating, if it desires, other directors as alternate
members 

                                       8
 
who may replace any absent or disqualified member at any meeting of the
committee. Committees other than the Executive/Finance Committee may have only
one member. In the absence or disqualification of any member of any committee
and any alternate member in his place, the member or members of the committee
present at the meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may by unanimous vote appoint another member of the
Board of Directors to act at the meeting in the place of the absent or
disqualified member.

          Section 2.  Executive/Finance Committee.
          ----------------------------------------

          If the Board of Directors shall designate an Executive/Finance
Committee, said Committee shall have the following powers:

          During the intervals between meetings of the Board of Directors, that
Committee shall have all of the powers and duties of the Board of Directors,
except with respect to matters delegated to another committee and except as
shall have been otherwise provided by the Board of Directors. All action taken
by the Executive/Finance Committee since the last meeting of the Board of
Directors shall be reported to the Board at its next meeting.

          During the intervals between meetings of the Executive/Finance
Committee, the chairman thereof shall have such of the powers and duties of such
Committee as shall have been conferred upon him by the Board of Directors or the
Committee.

          Section 3.  Conduct of Business.
          --------------------------------

          Each committee may determine the procedural rules for meeting and
conducting its business and shall act in accordance therewith, except as
otherwise provided herein or required by law.  Adequate provision shall be made
for notice to members of all meetings; one-third of the members, but not less
than two, shall constitute a quorum; and all matters shall be determined by a
majority vote of the members present.

          Section 4.  Emergency Management Committee.
          -------------------------------------------

          If as a result of a catastrophe or other emergency condition a quorum
of any committee of the Board of Directors having power to act in the premises
cannot readily be convened and a quorum of the Board of Directors cannot readily
be convened, then all the powers and duties of the Board of Directors shall
automatically vest and continue, until a quorum of the Board of Directors can be
convened, in the Emergency Management Committee, which shall consist of all
readily available members of the Board of Directors and two of whose members
shall constitute a quorum. The Emergency Management Committee shall call a
meeting of the Board of Directors as soon as circumstances permit for the
purpose of filling any vacancies on the Board of Directors and its committees
and taking such other action as may be appropriate.

                                       9
 
                             ARTICLE IV - OFFICERS

          Section 1.  Generally.
          ----------------------

          The officers shall consist of a Chief Executive Officer, a President,
one or more Vice Presidents (who may at the pleasure of the Board of Directors
be designated as Senior Vice Presidents, Executive Vice Presidents, Vice
Presidents in charge of a particular function such as Vice President-
Administration, or merely Vice President), a Secretary, a Treasurer, a
Controller, and such assistants to such officers as may from time to time be
appointed by the Board of Directors.

          Officers shall be elected by the Board of Directors, which shall
consider that subject at its first meeting after every annual meeting of
stockholders. Each officer shall hold his office at the pleasure of the Board of
Directors and until his successor is elected and qualified or until his earlier
resignation or removal. Any number of offices may be held by the same person.

          The Board of Directors may appoint such other officers as the business
of the corporation may require, each of whom shall have such authority and
perform such duties as are provided in these Bylaws or as the Board of Directors
or the Chief Executive Officer may from time to time specify.

          Section 2.  Chief Executive Officer
          -----------------------------------
                                                                                
          Subject to the provisions of these Bylaws and to the direction of the
Board of Directors, the Chief Executive Officer of the Corporation shall have
the responsibility for the general management and control of the affairs and
business of the corporation and shall perform all duties and have all powers
which are commonly incident to the office of chief executive or which are
delegated to him by the Board of Directors.

          The Chief Executive Officer shall have power to sign all stock
certificates, contracts and other instruments of the corporation which are
authorized. He shall have general supervision and direction of all of the other
officers and agents of the corporation.

          Section 3.  President.
          ----------------------

          The President shall have such duties and powers as may from time to
time be delegated to him by the Board of Directors or by the Chief Executive
Officer. In the absence or disability of the Chief Executive Officer, or during
the period of a vacancy in that office, he shall act as the chief executive
officer of the corporation and shall have the duties and powers of such office.

                                       10
 
          Section 4.  Vice Presidents.
          ----------------------------

          Each of the Vice Presidents shall have such duties and powers as may
from time to time be delegated to him by the Board of Directors, by the Chief 
Executive Officer, or by the President. In the absence or disability of the
President, the Vice President designated by:

     (a)  the Board of Directors, or if no such designation is made, then by

     (b)  the Chief Executive Officer, or if no such designation is made, then
          by

     (c)  the President

shall have the duties and powers of the President.

          Section 5.  The Treasurer.
          --------------------------

          The Treasurer shall have the custody of all monies and securities of
the corporation and shall keep regular books of account.  He shall make such
disbursement of the funds of the corporation as are proper and shall render from
time to time an account of all such transactions and of the financial condition
of the corporation.  He shall have such other duties and powers as are commonly
incident to this office or are delegated to him by the Board of Directors, by
the Chief Executive Officer, or by the President.

          Section 6.  The Secretary.
          --------------------------

          The Board of Directors shall appoint a Secretary or, at its
discretion, more than one Secretary, each of whom shall have such duties and
other powers as are commonly incident to this office or are delegated to him or
her by the Board of Directors, by the Chief Executive Officer, or by the
President. A Secretary shall issue all authorized notices for, and shall keep
minutes of, all meetings of the stockholders and the Board of Directors. A
Secretary shall have charge of the corporate books.

          Section 7.  Delegation of Authority.
          ------------------------------------

          The Board of Directors may from time to time delegate the powers or
duties of any officer to any other officer or agents, notwithstanding any
provision hereof.

          Section 8.  Removal.
          --------------------

          Any officer of the corporation may be removed at any time, with or
without cause, by the Board of Directors.

          Section 9.  Action with Respect to Securities of Corporation.
          -------------------------------------------------------------

                                       11
 
          Unless otherwise directed by the Board of Directors, the Chief
Executive Officer and the President, and each of them, shall have power to vote
and otherwise act on behalf of the corporation, in person or by proxy, at any
meeting of stockholders of or with respect to any action of stockholders of any
other corporation in which this corporation may hold securities and otherwise to
exercise any and all rights and powers which this corporation may possess by
reason of its ownership of securities in such other corporation.


                               ARTICLE V - STOCK

          Section 1.  Certificates of Stock.
          ----------------------------------

          Each stockholder shall be entitled to a certificate signed by, or in
the name of the corporation by, the Chief Executive Officer, or the President or
a Vice President, and by the Secretary or an Assistant Secretary, or the
Treasurer or an Assistant Treasurer, certifying the number of shares owned by
him. Signatures required on such certificates may be manually signed by the
transfer agent, registrar or officer, or such signatures may be facsimile.

          Section 2.  Transfer of Stock.
          ------------------------------

          Transfers of stock shall be made only upon the transfer books of the
corporation kept at an office of the corporation or by transfer agents
designated to transfer shares of the stock of the corporation.  Except where a
certificate is issued in accordance with Section 4 of ARTICLE V of these Bylaws,
an outstanding certificate for the number of shares involved shall be
surrendered for cancellation before a new certificate is issued therefor.

          Section 3.  Record Dates.
          -------------------------

          (a) The Board of Directors may fix a record date, which shall not be
more than sixty (60) nor less than ten (10) days before the date of any meeting
of stockholders, nor more than sixty (60) days prior to the time for the other
action hereinafter described (except as otherwise set forth in paragraph (b) of
this Section), as of which there shall be determined the stockholders who are
entitled:  to notice of or to vote at any meeting of stockholders or any
adjournment thereof; to receive payment of any dividend or other distribution or
allotment of any rights; or to exercise any rights with respect to any change,
conversion or exchange of stock or with respect to any other lawful action.

          (b) 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 

                                       12
 
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.
If no record date has been fixed by the Board of Directors 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 the State of Delaware, its
principal place of business, or any officer or agent of the corporation having
custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to the corporation's registered office 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 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 4.  Lost, Stolen or Destroyed Certificates.
          ---------------------------------------------------

          In the event of the loss, theft or destruction of any certificate of
stock, another may be issued in its place pursuant to such regulations as the
Board of Directors may establish concerning proof of such loss, theft or
destruction and concerning the giving of a satisfactory bond or bonds of
indemnity.

          Section 5.  Regulations.
          ------------------------

          The issue, transfer, conversion and registration of certificates of
stock shall be governed by such other regulations as the Board of Directors may
establish.


                         ARTICLE VI - INDEMNIFICATION

          Section 1.  Right to Indemnification.
          -------------------------------------

          Each person who was or is made a party or is threatened to be made a
party to or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a 'proceeding'), by
reason of the fact that he or she, or person of whom he or she is the legal
representative, is or was a director or officer of the corporation, including
when any such director or officer is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
of a partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director, 

                                       13
 
officer, employee or agent or in any other capacity while serving as a director,
officer, employee or agent, shall be indemnified and held harmless by the
corporation to the fullest extent authorized by the Delaware General Corporation
Law, as the same exists or may hereafter be amended, (but, in the case of any
such amendment, only to the extent that such amendment permits the corporation
to provide broader indemnification rights than said law permitted the
corporation to provide prior to such amendment) against all expense, liability
and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid or to be paid in settlement) reasonably incurred or
suffered by such person in connection therewith and such indemnification shall
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of his or her heirs, executors and
administrators; provided, however, that, except as provided in Section 2 of this
                ----------------- 
ARTICLE VI, the corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
Board of Directors of the corporation. The right to indemnification conferred in
this Section shall be a contract right and shall include the right to be paid by
the corporation the expenses incurred in defending any such proceeding in
advance of its final disposition, such advances to be paid by the corporation
within 20 days after the receipt by the corporation of a statement or statements
from the claimant requesting such advance or advances from time to time;
provided, however, that, if the Delaware General Corporation Law requires, the
-----------------                       
payment of such expenses incurred by a director or officer in his or her
capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding, shall be made only upon delivery to
the corporation of an undertaking, by or on behalf of such director or officer,
to repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under this Section or
otherwise.

          Section 2.  Right of Claimant to Bring Suit.
          --------------------------------------------

          If a claim under Section 1 of this ARTICLE VI, is not paid in full by
the corporation within thirty days after a written claim has been received by
the corporation, the claimant may at any time thereafter bring suit against the
corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim.  It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking,
if any is required, has been tendered to the corporation) that the claimant has
not met the standards of conduct which make it permissible under the Delaware
General Corporation Law for the corporation to indemnify the claimant for the
amount claimed, but the burden of proving such defense shall be on the
corporation.  Neither the failure of the corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the claimant has
not 

                                       14
 
met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.

          Section 3.  Non-Exclusivity of Rights.
          --------------------------------------

          The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in this
ARTICLE VI shall not be exclusive of any other right which any person may have
or hereafter acquire under any statute, provision of the Certificate of
Incorporation, bylaw, agreement, vote of stockholders or otherwise.  No repeal
or modification of this ARTICLE VI shall in any way diminish or adversely affect
the rights of any director, officer, employee or agent of the corporation
hereunder in respect of any occurrence or matter arising prior to any such
repeal or modification.

          Section 4.  Insurance.
          ----------------------

          The corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the corporation
would have the power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.  To the extent that the
corporation maintains any policy or policies providing such insurance, each such
director or officer, and each such agent or employee to which rights to
indemnification have been granted as provided in Section 7 of this ARTICLE VI,
shall be covered by such policy or policies in accordance with its or their
terms to the maximum extent of the coverage thereunder for any such director,
officer, employee or agent.

          Section 5.  Procedures for Indemnification
          ------------------------------------------

          To obtain indemnification under this ARTICLE VI, a claimant shall
submit to the corporation a written request, including therein or therewith such
documentation and information as is reasonably available to the claimant and is
reasonably necessary to determine whether and to what extent the claimant is
entitled to indemnification.  Upon written request by a claimant for
indemnification pursuant to the first sentence of this Section 5, a
determination, if required by applicable law, with respect to the claimant's
entitlement thereto shall be made as follows: (1) if requested by the claimant,
by independent legal counsel ( as hereinafter defined), or (2) if no request is
made by the claimant for a determination by independent legal counsel, (i) by
the Board of Directors by a majority vote of a quorum consisting of
Disinterested Directors (as hereinafter defined), or (ii) if a quorum of the
Board of Directors consisting of Disinterested Directors is not obtainable or,
even if obtainable, such quorum of Disinterested Directors so directs, by
independent legal counsel in a written opinion to the Board of Directors, a copy
of which shall be delivered to the claimant, or (iii) if a quorum of
Disinterested Directors so directs, by the stockholders of the corporation.  In
the event the determination of entitlement to indemnification is to be made by
independent legal counsel at the request of the claimant, the independent legal
counsel shall be selected by the Board of 

                                       15
 
Directors unless there shall have occurred within two years prior to the date of
the commencement of the action, suit or proceeding for which indemnification is
claimed a Change of Control (as hereinafter defined), in which case the
independent legal counsel shall be selected by the claimant unless the claimant
shall request that such selection be made by the Board of Directors. If it is so
determined that the claimant is entitled to indemnification, payment to the
claimant shall be made within 10 days after such determination.

          Section 6.  Effect and Validity
          -------------------------------

          If a determination shall have been made pursuant to ARTICLE VI,
Section 5 that the claimant is entitled to indemnification, the corporation
shall be bound by such determination in any judicial proceeding commenced
pursuant to ARTICLE VI, Section 2. The corporation shall be precluded from
asserting in any judicial proceeding commenced pursuant to ARTICLE VI, Section 2
that the procedures and presumptions of this ARTICLE VI are not valid, binding
and enforceable and shall stipulate in such proceeding that the corporation is
bound by all the provisions of this ARTICLE VI.

          If any provision or provisions of this ARTICLE VI shall be held to be
invalid, illegal or unenforceable for any reason whatsoever: (1) the validity,
legality and enforceability of the remaining provisions of this ARTICLE VI
(including, without limitation, each portion of any paragraph of this ARTICLE VI
containing any such provision held to be invalid, illegal or unenforceable, that
is not itself held to be invalid, illegal or unenforceable) shall not in any way
be affected or impaired thereby; and (2) to the fullest extent possible, the
provisions of this ARTICLE VI (including, without limitation, each such portion
of any paragraph of this ARTICLE VI containing any such provision held to be
invalid, illegal or unenforceable) shall be construed so as to give effect to
the intent manifested by the provision held invalid, illegal or unenforceable.

          Section 7.  Employees and Agents
          --------------------------------

          The corporation may grant rights to indemnification, and rights to be
paid by the corporation the expenses incurred in defending any proceeding in
advance of its final disposition, to any employee or agent of the corporation,
including when any such person is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
of a partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans maintained or sponsored by the
corporation, to the fullest extent of the provision of this ARTICLE VI with
respect to the indemnification and advancement of expenses of directors and
officers of the corporation.

          Section 8.  Definitions
          -----------------------

          For purposes of this ARTICLE VI:

          (a) 'Change of Control' means (i) The acquisition by any individual,
entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 

                                       16
 
1934, as amended (the 'Exchange Act')) (a 'Person') of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or
more of either (i) the then outstanding shares of common stock of the
corporation (the 'Outstanding Common Stock') or (ii) the combined voting power
of the then outstanding voting securities of the corporation entitled to vote
generally in the election of directors (the 'Outstanding voting Securities');
provided, however, that for purposes of this subsection (a), the following
acquisitions shall not constitute a Change of Control: (i) any acquisition
directly from the corporation, (ii) any acquisition by the corporation, (iii)
any acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the corporation or any corporation controlled by the corporation
or (iv) any acquisition pursuant to a transaction which complies with clauses
(A), (B) and (C) of subsection (a) (iii) of this Section 7; or

          (ii)  Individuals who, as of the date hereof, constitute the Board of
Directors (the 'Incumbent Board') cease for any reason to constitute at least a
majority of the Board of Directors; provided, however, that any individual
becoming a director subsequent to the date hereof whose election, or nomination
for election by the corporation's stockholders, was approved by a vote of at
least a majority of the directors then comprising the Incumbent Board shall be
considered as through such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board of Directors; or

          (iii) Consummation by the corporation of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all of the
assets of the corporation or the acquisition of assets of another entity (a
'Business Combination'), in each case, unless, following such Business
Combination, (A) all or substantially all of the individual and entities who
were the beneficial owners, respectively, of the Outstanding Common Stock and
Outstanding Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of, respectively the
then outstanding shares of common stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation which as a result of
such transaction owns the corporation or all or substantially all of the
corporation's assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership immediately prior to such
Business Combination of the Outstanding Common Stock and Outstanding Voting
Securities, as the case may be, (B) no Person (excluding any employee benefit
plan (or related trust) of the corporation or such corporation resulting from
such Business Combination) beneficially owns, directly or indirectly, 20% or
more of, respectively, the then outstanding shares of common stock of the
corporation resulting from such Business Combination or the combined voting
power of the then outstanding voting securities of such corporation except to
the extent that such ownership existed prior to the Business Combination and (C)
at least a majority of the members of the board of directors of the corporation
resulting from such Business Combination 

                                       17
 
were members of the Incumbent Board at the time of the execution of the initial
agreement, or of the action of the Board of Directors, providing for such
Business Combination; or

          (iv) Approval by the stockholders of the corporation of a complete
               liquidation or dissolution of the corporation.

     (b)  'Disinterested Director' means a director of the corporation who is
          not and was not a party to the matter in respect of which
          indemnification is sought by the claimant.

     (c)  'independent legal counsel' means a law firm, a member of a law firm,
          or an independent practitioner, that is experienced in matters of
          corporation law and shall include any person who, under the applicable
          standards of professional conduct then prevailing, would not have a
          conflict of interest in representing either the corporation or the
          claimant in an action to determine the claimant's rights under this
          ARTICLE VI.'



                             ARTICLE VII - NOTICES

          Section 1.  Notices.
          --------------------

          Whenever notice is required to be given to any stockholder, director,
officer, or agent, such requirement shall not be construed to mean personal
notice.  Such notice may in every instance be effectively given by depositing a
writing in a post office or letter box, in a postpaid, sealed wrapper, or by
dispatching a prepaid telegram, addressed to such stockholder, director,
officer, or agent at his or her address as the same appears on the books of the
corporation.  The time when such notice is dispatched shall be the time of the
giving of the notice.

          Section 2.  Waivers.
          --------------------

          A written waiver of any notice, signed by a stockholder, director,
officer or agent, whether before or after the time of the event for which notice
is to be given, shall be deemed equivalent to the notice required to be given to
such stockholder, director, officer, or agent.  Neither the business nor the
purpose of any meeting need be specified in such a waiver.

                                       18
 
                         ARTICLE VIII - MISCELLANEOUS

          Section 1.  Facsimile Signatures.
          ---------------------------------

          In addition to the provisions for the use of facsimile signatures
elsewhere specifically authorized in these bylaws, facsimile signatures of any
officer or officers of the corporation may be used whenever and as authorized by
the Board of Directors or the Executive Committee.

          Section 2.  Corporate Seal.
          ---------------------------

          The Board of Directors shall provide a suitable seal, containing the
name of the corporation, which seal shall be in charge of the Secretary.  If and
when so directed by the Board of Directors or by the Executive Committee,
duplicates of the seal may be kept and used by the Treasurer or by any Assistant
Secretary or Assistant Treasurer.

          Section 3.  Reliance upon Books, Reports and Records.
          -----------------------------------------------------

          Each director, each member of any committee designated by the Board of
Directors, and each officer of the corporation shall, in the performance of his
duties, be fully protected in relying in good faith upon the books of account or
other records of the corporation, including reports made to the corporation by
any of its officers, by an independent certified public accountant, or by an
appraiser selected with reasonable care.

          Section 4.  Fiscal Year.
          ------------------------

          The fiscal year of the corporation shall terminate at the end of
business on December 31 in each year, and the following year shall begin on the
next day thereafter.

          Section 5.  Time Periods.
          -------------------------

          In applying any provision of these Bylaws which require that an act be
done or not done a specified number of days prior to an event or that an act be
done during a period of a specified number of days prior to any event, calendar
days shall be used, the day of the doing of the act shall be excluded, and the
day of the event shall be included.

          Section 6.  Independent Accountants.
          ------------------------------------

          The Board of Directors shall appoint on an annual basis such firm of
independent public accountants as it shall deem appropriate to examine the
Company's financial books and records on at least an annual basis.  The
appointment of said independent accountants shall, at the next succeeding annual
meeting of stockholders be presented to the stockholders of the Company for
ratification.  Should the stockholders fail to ratify the appointment by the
Board of 

                                       19
 
Directors of said independent public accountants, the Board of Directors shall
take the matter under consideration and the vote of the stockholders in that
regard shall be deemed advisory in nature.

          Section 7.  Gender.
          -------------------

          Any reference to the masculine gender in these Bylaws shall be
construed to mean the feminine gender, as the situation may demand.



                            ARTICLE IX - AMENDMENTS

          Section 1.  Amendments.
          -----------------------

          These Bylaws may be amended or repealed by the Board of Directors at
any meeting or by the stockholders at any meeting.

                                       20