Bylaws - E*Trade Group Inc.

                                RESTATED BYLAWS
                                       OF
                              E*TRADE GROUP, INC.
                            (A DELAWARE CORPORATION)


                           ARTICLE 1 - STOCKHOLDERS
                           ------------------------

          1.1  Place of Meetings.  All meetings of stockholders shall be held at
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such place within or without the State of Delaware as may be designated from
time to time by the Board of Directors or the President or, if not so
designated, at the registered office of the corporation.

          1.2  Annual Meeting.  The annual meeting of stockholders for the
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election of directors and for the transaction of such other business as may
properly be brought before the meeting shall be held each year beginning in the
calendar year 1997 on such date and at such time as the Board of Directors
determines.  If this date shall fall upon a legal holiday at the place of the
meeting, then such meeting shall be held on the next succeeding business day at
the same hour.  If no annual meeting is held in accordance with the foregoing
provisions, the Board of Directors shall cause the meeting to be held as soon
thereafter as convenient.

          1.3  Special Meetings.  Special meetings of stockholders may be called
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only in accordance with Article SIXTH of the Certificate of Incorporation as it
may be amended from time to time (the ``Certificate of Incorporation'').

          1.4  Notice of Meetings.  Except as otherwise provided by law, written
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notice of each meeting of stockholders, whether annual or special, shall be
given not less than 10 nor more than 60 days before the date of the meeting to
each stockholder entitled to vote at such meeting.  The notices of all meetings
shall state the place, date and hour of the meeting.  The notice of a special
meeting shall state, in addition, the purpose or purposes for which the meeting
is called.  If mailed, notice is given when deposited in the United States mail,
postage prepaid, directed to the stockholder at his address as it appears on the
records of the corporation.

          1.5  Voting List.  The officer who has charge of the stock ledger of
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the corporation shall prepare, at least 10 days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
10 days prior to the meeting, at a place within the city where the meeting is to
be held.  The list shall also be produced and kept at the time and place of the
meeting during the whole time of the meeting, and may be inspected by any
stockholder who is present.

                                      1.

 
          1.6  Quorum.  Except as otherwise provided by law, the Certificate of
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Incorporation or these Bylaws, the holders of a majority of the shares of the
capital stock of the corporation issued and outstanding and entitled to vote at
the meeting, present in person or represented by proxy, shall constitute a
quorum for the transaction of business.

          1.7  Adjournments.  Any meeting of stockholders may be adjourned to
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another time and to any other place at which a meeting of stockholders may be
held under these Bylaws by the stockholders present or represented at the
meeting and entitled to vote, although less than a quorum, or, if no stockholder
is present, by any officer entitled to preside at or to act as Secretary of such
meeting.  It shall not be necessary to notify any stockholder of any adjournment
of less than 30 days if the time and place of the adjourned meeting are
announced at the meeting at which adjournment is taken, unless after the
adjournment a new record date is fixed for the adjourned meeting.  At the
adjourned meeting, the corporation may transact any business which might have
been transacted at the original meeting.

          1.8  Voting and Proxies.  Each stockholder shall have one vote for
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each share of stock entitled to vote held of record by such stockholder and a
proportionate vote for each fractional share so held, unless otherwise provided
in the Certificate of Incorporation.  Each stockholder of record entitled to
vote at a meeting of stockholders may vote in person or may authorize another
person or persons to vote or act for him by written proxy executed by the
stockholder or his authorized agent and delivered to the Secretary of the
corporation.  No such proxy shall be voted or acted upon after three years from
the date of its execution, unless the proxy expressly provides for a longer
period.

          1.9  Action at Meeting.  In all matters other than the election of
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directors, when a quorum is present at any meeting, the holders of a majority of
the stock present or represented and entitled to vote on the subject matter (or
if there are two or more classes of stock entitled to vote as separate classes,
then in the case of each such class, the holders of a majority of the stock of
that class present or represented and entitled to vote on the subject matter)
shall decide any matter to be voted upon by the stockholders at such meeting,
except when a different vote is required by express provision of law, the
Certificate of Incorporation or these Bylaws.  Any election of directors by
stockholders shall be determined by a plurality of the votes cast by the
stockholders entitled to vote at the election.

          1.10  Advance Notice of Stockholder Nominees and Stockholder Business.
                ---------------------------------------------------------------
(a)  At an annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting.  To be
properly brought before an annual meeting, business must be:  (A) specified in
the notice of meeting (or any supplement thereto) given by or at the direction
of the Board of Directors, (B) otherwise properly brought before the meeting by
or at the direction of the Board of Directors, or (C) otherwise properly brought
before the meeting by a stockholder.  For business to be properly brought before
an annual meeting by a stockholder, the stockholder must have

                                      2.

 
given timely notice thereof in writing to the Secretary of the corporation.  To
be timely, a stockholder's notice must be delivered to or mailed and received at
the principal executive offices of the corporation not later than the close of
business on the sixtieth (60th) day nor earlier than the close of business on
the ninetieth (90th) day prior to the first anniversary of the preceding year's
annual meeting; provided, however, that in the event that no annual meeting was
held in the previous year or the date of the annual meeting has been changed by
more than thirty (30) days from the date contemplated at the time of the
previous year's proxy statement, notice by the stockholder to be timely must be
so received not earlier than the close of business on the ninetieth (90th) day
prior to such annual meeting and not later than the close of business on the
later of the sixtieth (60th) day prior to such annual meeting or, in the event
public announcement of the date of such annual meeting is first made by the
corporation fewer than seventy (70) days prior to the date of such annual
meeting, the close of business on the tenth (10th) day following the day on
which public announcement of the date of such meeting is first made by the
corporation.  A stockholder's notice to the Secretary shall set forth as to each
matter the stockholder proposes to bring before the annual meeting:  (i) a brief
description of the business desired to be 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
which are beneficially owned by the stockholder, (iv) any material interest of
the stockholder in such business and (v) any other information that is required
to be provided by the stockholder pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (the ``1934 Act''), in his or her
capacity as a proponent to a stockholder proposal.  Notwithstanding the
foregoing, in order to include information with respect to a stockholder
proposal in the proxy statement and form of proxy for a stockholder's meeting,
stockholders must provide notice as required by the regulations promulgated
under the 1934 Act.  Notwithstanding anything in these Bylaws to the contrary,
no business shall be conducted at any annual meeting except in accordance with
the procedures set forth in this paragraph (a).  The chairman of the annual
meeting shall, if the facts warrant, determine and declare at the meeting that
business was not properly brought before the meeting and in accordance with the
provisions of this paragraph (a), and, if he or she should so determine, such
chairman shall so declare at the meeting that any such business not properly
brought before the meeting shall not be transacted.

     (b) Only persons who are nominated in accordance with the procedures set
forth in this paragraph (b) 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 by or at the direction of the Board of
Directors or by any stockholder of the corporation entitled to vote in the
election of directors at the meeting who complies with the notice procedures set
forth in this paragraph (b).  Such nominations, other than those made by or at
the direction of the Board of Directors, shall be made pursuant to timely notice
(as set forth in paragraph (a) of this Section 1.10) in writing to the Secretary
of the corporation in accordance with the provisions of paragraph (b) of this
Section 1.10.  Such stockholder's notice shall set forth (i) as to each person,
if any, whom the stockholder

                                      3.

 
proposes to nominate for election or re-election as a director:  (A) the name,
age, business address and residence address of such person, (B) the principal
occupation or employment of such person, (C) the class and number of shares of
the corporation which are beneficially owned by such person, (D) a description
of all arrangements or understandings between the stockholder and each nominee
and any other person or persons (naming such person or persons) pursuant to
which the nominations are to be made by the stockholder, and (E) any other
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 1934 Act (including without
limitation such person's written consent to being named in the proxy statement,
if any, as a nominee and to serving as a director if elected), and (ii) as to
such stockholder giving notice, the information required to be provided pursuant
to paragraph (a) of this Section 1.10.  At the request of the Board of
Directors, any person nominated by a stockholder for election as a director
shall furnish to the Secretary of the corporation that information required to
be set forth in the 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 procedures set forth in this
paragraph (b).  The chairman of the meeting shall, if the facts warrant,
determine and declare at the meeting that a nomination was not made in
accordance with the procedures prescribed by these Bylaws, and if he or she
should so determine, such chairman shall so declare at the meeting, and the
defective nomination shall be disregarded.

     (c) For purposes of this Section 1.10, ``public announcement'' shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the 1934 Act.


                             ARTICLE 2 - DIRECTORS
                             ---------------------

          2.1  General Powers.  The business and affairs of the corporation
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shall be managed by or under the direction of a Board of Directors, who may
exercise all of the powers of the corporation except as otherwise provided by
law, the Certificate of Incorporation or these Bylaws.  In the event of a
vacancy in the Board of Directors, the remaining directors, except as otherwise
provided by law, may exercise the powers of the full Board of Directors until
the vacancy is filled.

          2.2  Number; Election; Tenure and Qualification.  The number of
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Directors of the Corporation shall be eight (8), subject to amendment in
accordance with Article FIFTH of the Certificate of Incorporation.  The
Directors shall be classified and their successors elected in accordance with
Article SEVENTH of the Certificate of Incorporation.  Subject to the requirement
of the Certificate of Incorporation that the classes be as nearly equal in
number as possible, the size of each class of Directors shall be as determined
from

                                      4.

 
time to time by resolution adopted by a majority of the Board of Directors.  Any
reduction in the size of any class of Directors shall not shorten the term of
office of any incumbent Director.  Directors need not be stockholders of the
corporation.

          2.3  Enlargement of the Board of Directors.  The authorized number of
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directors on the Board of Directors may be increased in accordance with Article
FIFTH of the Certificate of Incorporation.

          2.4  Vacancies.  Unless and until filled by the stockholders, any
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vacancy in the Board of Directors, however occurring, including a vacancy
resulting from an enlargement of the Board of Directors, may be filled by vote
of a majority of the directors then in office, although less than a quorum, or
by a sole remaining director; provided, however, a vacancy created by the
removal of a director by the vote of the stockholders or by court order may be
filled only by the affirmative vote of a majority of the shares represented and
voting at a duly held meeting at which a quorum is present (which shares voting
affirmatively also constitute a majority of the required quorum).  Any director
elected in accordance with the preceding sentence shall hold office for the
remainder of the full term of the class of directors in which the new
directorship was created or the vacancy occurred and until such director's
successor shall have been elected and qualified, or until such director's
earlier death, resignation or removal.

          2.5  Resignation.  Any director may resign by delivering his written
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resignation to the corporation at its principal office or to the President or
Secretary.  Such resignation shall be effective upon receipt unless it is
specified to be effective at some other time or upon the happening of some other
event.

          2.6  Removal.  Any director or the entire Board of Directors may be
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removed, only as permitted by applicable law and Article SEVENTH of the
Certificate of Incorporation.

          2.7  Regular Meetings.  Regular meetings of the Board of Directors may
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be held without notice at such time and place, within or without the State of
Delaware, as shall be determined from time to time by the Board of Directors;
provided that any director who is absent when such a determination is made shall
be given notice of the determination.  A regular meeting of the Board of
Directors may be held without notice immediately after and at the same place as
the annual meeting of stockholders.

          2.8  Special Meetings.  Special meetings of the Board of Directors may
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be held at any time and place, within or without the State of Delaware,
designated in a call by the Chairman of the Board, Vice Chairman of the Board,
two or more directors, President or the Secretary.

          2.9  Notice of Special Meetings.  Notice of any special meeting of
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directors shall be given to each director by the Secretary or by the officer or
one of the directors

                                      5.

 
calling the meeting.  Notice shall be given to each director in person, by
telephone, by facsimile transmission or by telegram sent to his business or home
address at least 48 hours in advance of the meeting, or by written notice mailed
to his business or home address at least 72 hours in advance of the meeting.  A
notice or waiver of notice of a meeting of the Board of Directors need not
specify the purposes of the meeting.

          2.10  Meetings by Telephone Conference Calls.  Directors or any
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members of any committee designated by the directors may participate in a
meeting of the Board of Directors or such committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation by such
means shall constitute presence in person at such meeting.

          2.11  Quorum.  A majority of the number of directors fixed pursuant to
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Section 2.2 shall constitute a quorum at all meetings of the Board of Directors.
In the event one or more of the directors shall be disqualified to vote at any
meeting, then the required quorum shall be reduced by one for each such director
so disqualified; provided, however, that in no case shall less than one-third
(1/3) of the number so fixed constitute a quorum.  In the absence of a quorum at
any such meeting, a majority of the directors present may adjourn the meeting
from time to time without further notice other than announcement at the meeting,
until a quorum shall be present.

          2.12  Action at Meeting.  At any meeting of the Board of Directors at
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which a quorum is present, the vote of a majority of those present shall be
sufficient to take any action, unless a different vote is specified by law, the
Certificate of Incorporation or these Bylaws.

          2.13  Action by Consent.  Any action required or permitted to be taken
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at any meeting of the Board of Directors or of any committee of the Board of
Directors may be taken without a meeting, if all members of the Board of
Directors or committee, as the case may be, consent to the action in writing,
and the written consents are filed with the minutes of proceedings of the Board
of Directors or committee.

          2.14  Committees.  The Board of Directors may, by resolution passed by
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a majority of the whole Board of Directors, designate one or more committees,
each committee to consist of one or more of the directors of the corporation.
The Board of Directors may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee.  In the absence or disqualification of a member of a
committee, the member or members of the committee present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.  Any such
committee, to the extent provided in the resolution of the Board of Directors
and subject to the provisions of the General Corporation Law of Delaware, shall
have and may exercise all the powers and authority of the Board of Directors in
the management of the

                                      6.

 
business and affairs of the corporation and may authorize the seal of the
corporation to be affixed to all papers which may require it.  Each such
committee shall keep minutes and make such reports as the Board of Directors may
from time to time request.  Except as the Board of Directors may otherwise
determine, any committee may make rules for the conduct of its business, but
unless otherwise provided by the directors or in such rules, its business shall
be conducted as nearly as possible in the same manner as is provided in these
Bylaws for the Board of Directors.

          2.15  Compensation for Directors.  Directors may be paid such
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compensation for their services and such reimbursement for expenses of
attendance at meetings as the Board of Directors may from time to time
determine.  No such payment shall preclude any director from serving the
corporation or any of its parent or subsidiary corporations in any other
capacity and receiving compensation for such service.


                             ARTICLE 3 - OFFICERS
                             --------------------

          3.1  Enumeration.  The officers of the corporation shall consist of a
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President, a Secretary, a Treasurer and such other officers with such other
titles as the Board of Directors shall determine, including a Chairman of the
Board, a Vice Chairman of the Board, and one or more Vice Presidents, Assistant
Treasurers, and Assistant Secretaries.  The Board of Directors may appoint such
other officers as it may deem appropriate.

          3.2  Election.  The President, Treasurer and Secretary shall be
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elected by the Board of Directors at its first meeting following the annual
meeting of stockholders.  Other officers may be appointed by the Board of
Directors at such meeting or at any other meeting.

          3.3  Qualification.  The Chairman must be an officer of the
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corporation.  The President need not be a director.  No officer need be a
stockholder.  Any two or more offices may be held by the same person.

          3.4  Tenure.  Except as otherwise provided by law, by the Certificate
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of Incorporation or by these Bylaws, each officer shall hold office until his
successor is elected and qualified, unless a different term is specified in the
vote choosing or appointing him, or until his earlier death, resignation or
removal.

          3.5  Resignation and Removal.  Any officer may resign by delivering
               -----------------------                                       
his written resignation to the corporation at its principal office or to the
President or Secretary.  Such resignation shall be effective upon receipt unless
it is specified to be effective at some other time or upon the happening of some
other event.

                                      7.

 
               The Board of Directors, or a committee duly authorized to do so, 
may remove any officer with or without cause. Except as the Board of Directors
may otherwise determine, no officer who resigns or is removed shall have any
right to any compensation as an officer for any period following his resignation
or removal, or any right to damages on account of such removal, whether his
compensation be by the month or by the year or otherwise, unless such
compensation is expressly provided in a duly authorized written agreement with
the corporation.

          3.6  Vacancies.  The Board of Directors may fill any vacancy occurring
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in any office for any reason and may, in its discretion, leave unfilled for such
period as it may determine any offices other than those of President, Treasurer
and Secretary.  Each such successor shall hold office for the unexpired term of
his predecessor and until his successor is elected and qualified, or until his
earlier death, resignation or removal.

          3.7  Chairman of the Board and Vice Chairman of the Board.  If the
               ----------------------------------------------------         
Board of Directors appoints a Chairman of the Board, he shall, when present,
preside at all meetings of the Board of Directors.  He shall perform such duties
and possess such powers as are usually vested in the office of the Chairman of
the Board or as may be vested in him by the Board of Directors.  If the Board of
Directors appoints a Vice Chairman of the Board, he shall, in the absence or
disability of the Chairman of the Board, perform the duties and exercise the
powers of the Chairman of the Board and shall perform such other duties and
possess such other powers as may from time to time be vested in him by the Board
of Directors.

          3.8  President.  The President shall be the chief operating officer of
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the corporation.  He shall also be the chief executive officer of the
corporation unless such title is assigned to a Chairman of the Board.  The
President shall, subject to the direction of the Board of Directors, have
general supervision and control of the business of the corporation.  Unless
otherwise provided by the directors, he shall preside at all meetings of the
stockholders and of the Board of Directors (except as provided in Section 3.7
above).  The President shall perform such other duties and shall have such other
powers as the Board of Directors may from time to time prescribe.

          3.9  Vice Presidents.  Any Vice President shall perform such duties
               ---------------                                               
and possess such powers as the Board of Directors or the President may from time
to time prescribe.  In the event of the absence, inability or refusal to act of
the President, the Vice President (or if there shall be more than one, the Vice
Presidents in the order determined by the Board of Directors) shall perform the
duties of the President and when so performing shall have all the powers of and
be subject to all the restrictions upon the President.  The Board of Directors
may assign to any Vice President the title of Executive Vice President, Senior
Vice President or any other title selected by the Board of Directors.

          3.10  Secretary and Assistant Secretary.  The Secretary shall perform
                ---------------------------------                              
such duties and shall have such powers as the Board of Directors or the
President may from time

                                      8.

 
to time prescribe.  In addition, the Secretary shall perform such duties and
have such powers as are incident to the office of the secretary, including
without limitation the duty and power to give notices of all meetings of
stockholders and special meetings of the Board of Directors, to attend all
meetings of stockholders and the Board of Directors and keep a record of the
proceedings, to maintain a stock ledger and prepare lists of stockholders and
their addresses as required, to be custodian of corporate records and the
corporate seal and to affix and attest to the same on documents.

                Any Assistant Secretary shall perform such duties and possess
such powers as the Board of Directors, the President or the Secretary may from
time to time prescribe. In the event of the absence, inability or refusal to act
of the Secretary, the Assistant Secretary (or if there shall be more than one,
the Assistant Secretaries in the order determined by the Board of Directors)
shall perform the duties and exercise the powers of the Secretary.

                In the absence of the Secretary or any Assistant Secretary at
any meeting of stockholders or directors, the person presiding at the meeting
shall designate a temporary secretary to keep a record of the meeting.

          3.11  Treasurer and Assistant Treasurer.  The Treasurer shall be the
                ---------------------------------                             
chief financial officer and the chief accounting officer of the corporation.
The Treasurer shall perform such duties and shall have such powers as may from
time to time be assigned to him by the Board of Directors or the President.  In
addition, the Treasurer shall perform such duties and have such powers as are
incident to the office of treasurer, including without limitation the duty and
power to keep and be responsible for all funds and securities of the
corporation, to deposit funds of the corporation in depositories selected in
accordance with these Bylaws, to disburse such funds as ordered by the Board of
Directors, to make proper accounts of such funds, and to render as required by
the Board of Directors statements of all such transactions and of the financial
condition of the corporation.

                Any Assistant Treasurers shall perform such duties and possess
such powers as the Board of Directors, the President or the Treasurer may from
time to time prescribe. In the event of the absence, inability or refusal to act
of the Treasurer, the Assistant Treasurer (or if there shall be more than one,
the Assistant Treasurers in the order determined by the Board of Directors)
shall perform the duties and exercise the powers of the Treasurer.

          3.12  Bonded Officers.  The Board of Directors may require any officer
                ---------------                                                 
to give the corporation a bond in such sum and with such surety or sureties as
shall be satisfactory to the Board of Directors upon such terms and conditions
as the Board of Directors may specify, including without limitation a bond for
the faithful performance of his duties and for the restoration to the
corporation of all property in his possession or under his control belonging to
the corporation.

                                      9.

 
          3.13  Salaries.  Officers of the corporation shall be entitled to such
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salaries, compensation or reimbursement as shall be fixed or allowed from time
to time by the Board of Directors.


                                 ARTICLE 4 - CAPITAL STOCK
                                 -------------------------

          4.1  Issuance of Stock.  Unless otherwise voted by the stockholders
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and subject to the provisions of the Certificate of Incorporation, the whole or
any part of any unissued balance of the authorized capital stock of the
corporation held in its treasury may be issued, sold, transferred or otherwise
disposed of by vote of the Board of Directors in such manner, for such
consideration and on such terms as the Board of Directors may determine.

          4.2  Certificates of Stock.  Every holder of stock of the corporation
               ---------------------                                           
shall be entitled to have a certificate, in such form as may be prescribed by
law and by the Board of Directors, certifying the number and class of shares
owned by him in the corporation.  Each such certificate shall be signed by, or
in the name of the corporation by, the Chairman or Vice Chairman, if any, of the
Board of Directors, or the President or a Vice President, and by the Treasurer
or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the
corporation.  Any or all of the signatures on the certificate may be a
facsimile.

          Each certificate for shares of stock which are subject to any
restriction on transfer pursuant to the Certificate of Incorporation, the
Bylaws, applicable securities laws or any agreement among any number of
stockholders or among such holders and the corporation shall have conspicuously
noted on the face or back of the certificate either the full text of the
restriction or a statement of the existence of such restriction.

          4.3  Transfers.  Subject to the restrictions, if any, stated or noted
               ---------                                                       
on the stock certificates, shares of stock may be transferred on the books of
the corporation by the surrender to the corporation or its transfer agent of the
certificate representing such shares properly endorsed or accompanied by a
written assignment or power of attorney properly executed, and with such proof
of authority or the authenticity of signature as the corporation or its transfer
agent may reasonably require.  Except as may be otherwise required by law, by
the Certificate of Incorporation or by these Bylaws, the corporation shall be
entitled to treat the record holder of stock as shown on its books as the owner
of such stock for all purposes, including the payment of dividends and the right
to vote with respect to such stock, regardless of any transfer, pledge or other
disposition of such stock until the shares have been transferred on the books of
the corporation in accordance with the requirements of these Bylaws.

          4.4  Lost, Stolen or Destroyed Certificates.  The corporation may
               --------------------------------------                      
issue a new certificate of stock in place of any previously issued certificate
alleged to have been lost, stolen, or destroyed, upon such terms and conditions
as the Board of Directors may

                                      10.

 
prescribe, including the presentation of reasonable evidence of such loss, theft
or destruction and the giving of such indemnity as the Board of Directors may
require for the protection of the corporation or any transfer agent or
registrar.

          4.5  Record Date.  The Board of Directors may fix in advance a date as
               -----------                                                      
a record date for the determination of the stockholders entitled to notice of or
to vote at any meeting of stockholders or to express consent (or dissent) to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other distribution or allotment of any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other lawful
action.  Such record date shall not be more than 60 nor less than 10 days before
the date of such meeting, nor more than 60 days prior to any other action to
which such record date relates.

               If no record date is fixed, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be the close of business on the day before the day on which notice is given, or,
if notice is waived, at the close of business on the day before the day on which
the meeting is held.  The record date for determining stockholders entitled to
express consent to corporate action in writing without a meeting, when no prior
action by the Board of Directors is necessary, shall be the day on which the
first written consent is expressed.  The record date for determining
stockholders for any other purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating to such purpose.

               A determination of stockholders of record entitled to notice of 
or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.


                          ARTICLE 5 - INDEMNIFICATION
                          ---------------------------

          The corporation shall, to the fullest extent permitted by Section 145
of the General Corporation Law of Delaware, as that Section may be amended and
supplemented from time to time, indemnify any director or officer which it shall
have power to indemnify under the Section against any expenses, liabilities or
other matters referred to in or covered by that Section.  The indemnification
provided for in this Article: (i) shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any bylaw, agreement or
vote of stockholders or disinterested directors or otherwise, both as to action
in their official capacities and as to action in another capacity while holding
such office; (ii) shall continue as to a person who has ceased to be a director
or officer; and (iii) shall inure to the benefit of the heirs, executors and
administrators of such a person.  The corporation's obligation to provide
indemnification under this Article shall be offset to the extent of any other
source of indemnification or any otherwise applicable insurance coverage under a
policy maintained by the corporation or any other person.

                                      11.

 
          Expenses incurred by a director of the corporation in defending a
civil or criminal action, suit or proceeding by reason of the fact that he is or
was a director of the corporation (or was serving at the corporation's request
as a director or officer of another corporation) shall be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director to
repay such amount if it shall ultimately be determined that he is not entitled
to be indemnified by the corporation as authorized by relevant sections of the
General Corpora tion Law of Delaware.

          To assure indemnification under this Article of all such persons who
are determined by the corporation or otherwise to be or to have been
``fiduciaries'' of any employee benefit plan of the corporation which may exist
from time to time, such Sec tion 145 shall, for the purposes of this Article, be
interpreted as follows:  an ``other enterprise'' shall be deemed to include such
an employee benefit plan, including, without limitation, any plan of the
corporation which is governed by the Act of Congress entitled ``Employee
Retirement Income Security Act of 1974,'' as amended from time to time; the
corporation shall be deemed to have requested a person to serve an employee
benefit plan where the performance by such person of his duties to the
corporation also imposes duties on, or otherwise involves services by, such
person to the plan or participants or beneficiaries of the plan; excise taxes
assessed on a person with respect to an employee benefit plan pursuant to such
Act of Congress shall be deemed ``fines''; and action taken or omitted by a
person with respect to an employee benefit plan in the performance of such
person's duties for a purpose reasonably believed by such person to be in the
interest of the participants and beneficiaries of the plan shall be deemed to be
for a purpose which is not opposed to the best interests of the corporation.


                         ARTICLE 6 - GENERAL PROVISIONS
                         ------------------------------

          6.1  Fiscal Year.  Except as from time to time otherwise designated by
               -----------                                                      
the Board of Directors, the fiscal year of the corporation shall end on
September 30.

          6.2  Corporate Seal.  The corporate seal shall be in such form as
               --------------                                              
shall be approved by the Board of Directors.

          6.3  Execution of Instruments.  The President, the Chief Executive
               ------------------------                                     
Officer, any Vice President, the Secretary or the Treasurer shall have power to
execute and deliver on behalf and in the name of the corporation any instrument
requiring the signature of an officer of the corporation, except as otherwise
provided in these Bylaws, or where the execution and delivery of such an
instrument shall be expressly delegated by the Board of Directors to some other
officer or agent of the corporation.

          6.4  Waiver of Notice.  Whenever any notice whatsoever is required to
               ----------------                                                
be given by law, by the Certificate of Incorporation or by these Bylaws, a
waiver of such notice

                                      12.

 
either in writing signed by the person entitled to such notice or such person's
duly authorized attorney, or by telegraph, cable or any other available method,
whether before, at or after the time stated in such waiver, or the appearance of
such person or persons at such meeting in person or by proxy, shall be deemed
equivalent to such notice.

          6.5  Voting of Securities.  Except as the directors may otherwise
               --------------------                                        
designate, the President, the Chief Executive Officer, any Vice President, the
Secretary or Treasurer may waive notice of, and act as, or appoint any person or
persons to act as, proxy or attorney-in-fact for this corporation (with or
without power of substitution) at, any meeting of stockholders or shareholders
of any other corporation or organization, the securities of which may be held by
this corporation.

          6.6  Evidence of Authority.  A certificate by the Secretary, or an
               ---------------------                                        
Assistant Secretary, or a temporary Secretary, as to any action taken by the
stockholders, directors, a committee or any officer or representative of the
corporation shall as to all persons who rely on the certificate in good faith be
conclusive evidence of such action.

          6.7  Certificate of Incorporation.  All references in these Bylaws to
               ----------------------------                                    
the Certificate of Incorporation shall be deemed to refer to the Certificate of
Incorporation of the corporation, as amended and in effect from time to time.
These Bylaws are subject to the provisions of the Certificate of Incorporation
and applicable law.

          6.8  Transactions with Interested Parties.  No contract or transaction
               ------------------------------------                             
between the corporation and one or more of the directors or officers, or between
the corporation and any other corporation, partnership, association, or other
organization in which one or more of the directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or a committee of the
Board of Directors which authorizes the contract or transaction or solely
because his or their votes are counted for such purpose, if:

               (a)  The material facts as to his relationship or interest and 
as to the contract or transaction are disclosed or are known to the Board of
Directors or the committee, and the Board of Directors or committee in good
faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum;

               (b)  The material facts as to his relationship or interest and 
as to the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or

                                      13.

 
               (c) The contract or transaction is fair as to the corporation as
of the time it is authorized, approved or ratified, by the Board of Directors, a
committee of the Board of Directors, or the stockholders.

               Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.

          6.9  Severability.  Any determination that any provision of these
               ------------                                                
Bylaws is for any reason inapplicable, illegal or ineffective shall not affect
or invalidate any other provision of these Bylaws.

          6.10  Pronouns.  All pronouns used in these Bylaws shall be deemed to
                --------                                                       
refer to the masculine, feminine or neuter, singular or plural, as the identity
of the person or persons may require.


                            ARTICLE 7 - AMENDMENTS
                            ----------------------

          7.1  By the Board of Directors.  Subject to the provisions of the
               -------------------------                                   
Certificate of Incorporation, these Bylaws may be altered, amended or repealed
or new Bylaws may be adopted by the affirmative vote of a majority of the
directors present at any regular or special meeting of the Board of Directors at
which a quorum is present.

          7.2  By the Stockholders.  Subject to the provisions of the
               -------------------                                   
Certificate of Incorporation, these Bylaws may be altered, amended or repealed
or new Bylaws may be adopted by the affirmative vote of the holders of at least
66-2/3% of the shares of the capital stock of the corporation issued and
outstanding and entitled to vote at any regular meeting of stockholders, or at
any special meeting of stockholders, provided notice of such alteration,
amendment, repeal or adoption of new bylaws shall have been stated in the notice
of such special meeting.

                                      14.