Exhibit 3(a)
                              
                           BYLAWS
                             OF
                     ENTERGY CORPORATION
                AS AMENDED SEPTEMBER 14, 1998
                              
                              
                         ARTICLE I.
                              
                          OFFICES.
     
     The  principal business office of the Corporation shall
be  in New Orleans, Louisiana. The Corporation may also have
offices  at such other places as the Board of Directors  may
from  time  to  time  designate  or  the  business  of   the
Corporation may require.
                              
                         ARTICLE II.
                              
                  MEETINGS OF STOCKHOLDERS.
     
     SECTION  1.   Place  of  Meetings.   All  meetings   of
stockholders, whether annual or special, shall  be  held  at
the  office  of the Corporation in the City of New  Orleans,
Parish  of  Orleans, State of Louisiana, unless  some  other
place  for said meeting, either within or without the  State
of Delaware, shall have been fixed by the Board of Directors
and set forth in the notice of meeting.
     
     SECTION  2.   Annual  Meeting.  The annual  meeting  of
stockholders   for  the  election  of  Directors   and   the
transaction  of  such other business as  may  properly  come
before  the meeting shall be held on such date and  at  such
time  of day as shall have been fixed by resolution  of  the
Board  of Directors. With respect to any such annual meeting
of  stockholders,  the  Corporation shall  solicit  proxies,
relating  to all matters proposed by the management  of  the
Corporation  at  the  time  of  such  solicitation,  to   be
submitted  for  action  at  said annual  meeting,  from  the
holders  of  all securities of the Corporation  entitled  to
vote at such annual meeting.
     
     SECTION 3.  Special Meetings.  Special meetings of  the
stockholders  may be held at any time upon  the  call  of  a
majority  of the entire Board of Directors, the Chairman  of
the  Board, the person, if any, designated by the  Board  of
Directors as the Chief Executive Officer, a majority of  the
entire  Executive  Committee of the Board of  Directors,  if
there  should be one, or by the holders of not less  than  a
majority  of the outstanding stock entitled to vote  at  the
special  meeting. The notice of each special  meeting  shall
state the place, date, hour, and purpose or purposes of  the
proposed  meeting,  and  the  business  transacted  at  such
meeting shall be confined to such purpose or purposes.  Such
written  notice shall be given not less than  ten  nor  more
than  sixty  days  before the date of the  meeting  to  each
stockholder entitled to vote at such meeting. In  the  event
that  a special meeting is called by the holders of not less
than a majority of the outstanding stock entitled to vote at
the special meeting in accordance with the provisions of the
Articles of Incorporation and this Section 3 of Article  II,
the Board of Directors shall, within ten days of receipt  of
such call (i) 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 record
date  shall  not be more than ten days after the  date  upon
which  the  resolution fixing the record date is adopted  by
the  Board of Directors and (ii) set a special meeting date,
which meeting date shall be not less than ten nor more  than
sixty  days  after the record date established  pursuant  to
clause (i).
     
     SECTION 4. Stockholders' Lists. A complete list of  the
stockholders   entitled   to  vote   at   any   meeting   of
stockholders,  arranged  in  alphabetical  order,  with  the
residence  of each, and the number of shares held  by  each,
shall  be  prepared  by  the  Secretary  and  filed  in  the
principal business office of the Corporation, and  shall  be
open to the examination of any stockholder, during the usual
hours for business at least ten days before any meeting,  at
the  place  where such meeting is to be held, or at  another
location  within the city where such meeting is to  be  held
specified in the notice, and shall be available at the  time
and place of such meeting and open to the examination of any
stockholder.
     
     SECTION 5. Notice. A written or printed notice,  signed
by the Chairman of the Board, a President, a Vice President,
the Secretary or an Assistant Secretary, the Treasurer or an
Assistant  Treasurer,  of the time,  place  and  purpose  or
purposes  of every meeting of stockholders shall  be  served
upon  or mailed or caused to be mailed, postage prepaid,  by
the  Secretary or the officer performing his duties not less
than  ten  nor more than sixty days before such  meeting  to
each  stockholder  of record entitled to vote  at  his  home
address   as  it  appears  upon  the  stock  book   of   the
Corporation.
     
     SECTION  6.  Inspectors Of Election. At any meeting  of
stockholders the Chairman of the meeting shall  appoint  two
persons,  who need not be stockholders, to act as Inspectors
of  Election.  No Director or candidate for  the  office  of
Director  shall  be  appointed  as  such  Inspector.  Before
entering  upon  the discharge of his duties, each  Inspector
shall first take and subscribe an oath faithfully to execute
the   duties  of  Inspector  at  such  meeting  with  strict
impartiality  and according to the best of his ability.  The
Inspectors  shall  take charge of the polls  and  after  the
balloting shall make a certificate of the result of the vote
taken which shall be filed with the minutes of the meeting.
     
     SECTION  7.  Organization. The chief executive  officer
or, in his absence, a person appointed by him or, in default
of  such  appointment,  the officer  next  in  seniority  of
position, shall call meetings of the stockholders  to  order
and  shall  act  as chairman thereof. The Secretary  of  the
Corporation,  if  present, shall act  as  secretary  of  all
meetings  of stockholders, and in his absence, the presiding
officer may appoint a secretary.

     SECTION  8. Order of Business. At all meetings  of  the
stockholders the order of business shall be as follows:
     
     (a)  call to order;
     (b)  appointment of a Secretary, if necessary;
     (c)  presentation of proof of the due calling of the
          meeting;
     (d)  presentation and examination of proxies, and
          determination of the number of shares present in
          person or by proxy and entitled to vote;
     (e)  reading and settlement of the minutes of the
          previous meeting;
     (f)  reports of officers and committees, if any;
     (g)  the election of Directors if the meeting is an
          annual meeting or a meeting called for that
          purpose;
     (h)  unfinished business;
     (i)  new business; and
     (j)  adjournment.
                              
                        ARTICLE III.
                              
                          DIRECTORS
     
     SECTION  1.  General Powers. The property, affairs  and
business of the Corporation shall be managed by the Board of
Directors.
     
     SECTION  2. Term of Office. The term of office of  each
Director   shall  be  until  the  next  annual  meeting   of
stockholders  and  until his successor is duly  elected  and
qualified or until the earlier death, resignation or removal
of such Director.
     
     SECTION 3. Resignations. Any Director may resign at any
time  by  giving notice of such resignation to the Board  of
Directors,  the Chairman of the Board, the Vice Chairman,  a
President,  a Vice President, the Secretary or an  Assistant
Secretary  of  the  Corporation. Unless otherwise  specified
therein,  such  resignation shall take effect  upon  receipt
thereof by the Board of Directors or any such officer.
     
     SECTION 4. Meetings.  Notice. Meetings of the Board  of
Directors shall be held at such place, within or without the
State  of  Delaware, as may from time to time  be  fixed  by
resolution of the Board or by the Chairman of the Board, the
Vice Chairman, a President or a Vice President and as may be
specified in the notice or waiver of notice of any  meeting.
Meetings may be held at any time upon the call of the  Chief
Executive  Officer  of the Corporation or  any  two  of  the
Directors  by  oral,  telegraphic or  written  notice,  duly
given,  or  sent or mailed to each Director  not  less  than
twenty-four  hours before such meeting. Regular meetings  of
the  Board may be held without notice at such time and place
as  shall  from time to time be determined by resolution  of
the  Board, but in any event at intervals of not  more  than
three months.

     SECTION  5.  Nomination of Directors. Only persons  who
are  nominated  in accordance with the following  procedures
shall be eligible for election as Directors. Nominations  of
persons  for  election  to the Board  of  Directors  of  the
Corporation   may   be  made  at  any  annual   meeting   of
stockholders  properly  held for  such  purpose  or  at  any
special  meeting of stockholders called for the  purpose  of
electing directors (a) by or at the direction of the  Board,
(b)  by  any committee or person appointed by the Board  for
such  purpose, or (c) by any stockholder of the  Corporation
who is a stockholder of record on the date of the giving  of
the notice provided for in this Section 5 of Article III and
on  the  record  date for the determination of  stockholders
entitled  to  vote  for the election  of  Directors  at  the
meeting who complies with the notice procedures set forth in
this  Section  5  of  Article III. Such nominations  by  any
stockholder  of  record  shall be made  pursuant  to  timely
notice in writing to the Secretary of the Corporation. To be
timely, a stockholder's notice shall have been delivered  to
or mailed and received at the principal executive offices of
the  Corporation  (a) in the case of an annual  meeting  not
less  than  60  days  nor more than 85  days  prior  to  the
anniversary date of the immediately preceding annual meeting
of  the  stockholders; provided, however, that in the  event
that  the  annual meeting is called for a date that  is  not
within  thirty  (30) days before or after  such  anniversary
date,  notice  by the stockholder to be timely  must  be  so
delivered  or received not later than the close of  business
on  the 10th day following the earlier of the date on  which
such  notice or public disclosure of the date of the meeting
was  given or made and (b) in the case of a special  meeting
of   stockholders  called  for  the  purpose   of   electing
directors, not later than the close of business on the  10th
day  following  the earlier of the date on which  notice  or
public  disclosure  of the date of the special  meeting  was
given  or  made. Such stockholder's notice to the  Secretary
shall  set  forth (a) as to each person whom the stockholder
proposes  to  nominate  for election  or  re-election  as  a
Director,  (i) the name, age, business address and residence
address  of  the  person, (ii) the principal  occupation  or
employment  of  the person, (iii) the class  and  number  of
shares  of capital stock of the Corporation and any  of  its
subsidiaries  which are owned beneficially or of  record  by
the  person and (iv) any other information relating  to  the
person that is required to be disclosed in solicitations  of
proxies for election of Directors pursuant to the Securities
Exchange  Act of 1934, as amended (the "Exchange Act"),  the
Public Utility Holding Company Act of 1935, as amended,  and
any rules or regulations promulgated thereunder, and (b)  as
to the stockholder giving the notice (i) the name and record
address  of  the stockholder, (ii) the class and  number  of
shares  of capital stock of the Corporation which are  owned
beneficially  or  of  record by  the  stockholder,  (iii)  a
description  of  all arrangements or understandings  between
such  stockholder and any other person or persons (including
their  names) pursuant to which the nominations  are  to  be
made  by  the stockholder, (iv) a representation  that  such
stockholder intends to appear in person or by proxy  at  the
meeting to nominate the persons named in its notice and  (v)
any  other  information  relating to such  stockholder  that
would  be  required to be disclosed in a proxy statement  or
other  filings  required  to  be  made  in  connection  with
solicitations of proxies for election of directors  pursuant
to  Section  14  of  the  Exchange Act  and  the  rules  and
regulations  promulgated  thereunder.  The  Corporation  may
require  any proposed nominee to furnish his written consent
to  serve  if  elected  and such other  information  as  may
reasonably  be required by the Corporation to determine  the
eligibility of such proposed nominee to serve as a  Director
of the Corporation. No person shall be eligible for election
as  a  Director  of the Corporation if his election  to  the
Board  of  Directors would cause the Corporation  to  be  in
violation of any applicable statute, rule or regulation, and
unless nominated in accordance with the procedures set forth
herein.
     
     The  Chairman  of  the  meeting  shall,  if  the  facts
warrant,  determine  and  declare  to  the  meeting  that  a
nomination  was  not made in accordance with  the  foregoing
procedures,   and   the   defective  nomination   shall   be
disregarded.
                              
                         ARTICLE IV.
                              
          EXECUTIVE COMMITTEE AND OTHER COMMITTEES.
     
     SECTION   1.   Executive  Committee.   The   Board   of
Directors  may appoint an Executive Committee  of  not  less
than  three  or more than five members, to serve during  the
pleasure  of  the  Board, to consist of the Chief  Executive
Officer and such additional Directors as the Board may  from
time to time designate.  The Chief Executive Officer of  the
Corporation shall be Chairman of the Executive Committee.
     
     SECTION  2.  Procedure.  The Executive Committee  shall
meet  at the call of the Chairman of the Executive Committee
or  of  any two members. A majority of the members shall  be
necessary to constitute a quorum and action shall  be  taken
by a majority vote of those present.
     
     SECTION  3.  Powers and Reports.   During the intervals
between  the  meetings  of  the  Board  of  Directors,   the
Executive Committee shall possess and may exercise  all  the
powers  of the Board in the management and direction of  the
business  and  affairs  of the Corporation.  The  taking  of
action  by  the  Executive  Committee  shall  be  conclusive
evidence that the Board was not in session when such  action
was  taken.  The  Executive  Committee  shall  keep  regular
minutes  of its proceedings and all action by the  Executive
Committee shall be reported to the Board at its meeting next
following  the meeting of the Executive Committee and  shall
be subject to revision or alteration by the Board; provided,
that  no  rights of third parties shall be affected by  such
revision or alteration.
     
     SECTION  4.   Other Committees.  From time to time  the
Board of Directors, by the affirmative vote of a majority of
the  whole  Board,  may  appoint other  committees  for  any
purpose  or purposes, and such committees shall have  powers
as shall be conferred by the resolution of appointment.
                              
                         ARTICLE V.
                              
                          OFFICERS.
     
     SECTION  1. Executive Officers. The Board of  Directors
shall  elect individuals to occupy at least three  executive
offices: Secretary, Treasurer and at least one other office,
being  either  Chairman  of  the Board,  President  or  Vice
President.  In  its discretion, the Board of  Directors  may
elect   individuals  to  occupy  other  executive   offices,
including  (if not so elected above) Chairman of the  Board,
Vice  Chairman of the Board, one or more Presidents or  Vice
Presidents  and whatever other executive offices  which  the
Board  sees  fit to fill. The Board of Directors  shall,  by
resolution,  designate one executive officer  as  the  Chief
Executive  Officer of the Corporation who,  subject  to  the
direction  of  the Board of Directors and of  the  Executive
Committee,   shall  have  direct  charge  of   and   general
supervision   over   the  business  and   affairs   of   the
Corporation. The officers shall be elected annually  by  the
Board of Directors at its first meeting following the annual
meeting  of  stockholders, and each shall hold office  until
his successor shall have been duly elected and qualified, or
until  he  shall  have died or resigned or shall  have  been
removed by majority vote of the whole Board. The powers  and
duties  of  Secretary  and Treasurer may  be  exercised  and
performed  by the same person, and a Vice President  may  at
the same time hold any other office except President.
     
     SECTION 2. Chairman of the Board. If a Chairman of  the
Board  is elected by the Board of Directors, he shall  be  a
member  of  the  Board of Directors, shall  preside  at  all
meetings  of  the  Board of Directors, and shall  have  such
other duties as from time to time may be assigned to him  by
the  Board of Directors, by the Executive Committee  or,  if
the  Chairman  of  the  Board is not  the  designated  Chief
Executive   Officer  of  the  Corporation,  by  such   Chief
Executive Officer.
     
     SECTION  3.  President. If one or more  Presidents  are
elected by the Board of Directors, each such President shall
perform  duties incident to the office of a president  of  a
corporation and such other duties as from time to  time  may
be  assigned  to  him  by the Board  of  Directors,  by  the
Executive  Committee  or,  if  any  such  President  is  not
designated  the Chief Executive Officer of the  Corporation,
by the Chief Executive Officer.
     
     SECTION  4. Vice Presidents. Each Vice President  shall
have  such powers and shall perform such duties as from time
to  time  may be conferred upon or assigned to  him  by  the
Board of Directors or the Executive Committee, or as may  be
delegated to him by the Chief Executive Officer.
     
     SECTION  5.  Secretary. The Secretary  shall  keep  the
minutes of all meetings of the stockholders and of the Board
of Directors in books provided for the purpose, he shall see
that  all  notices  are duly given in  accordance  with  the
provisions  of law and these By-laws; he shall be  custodian
of the records and of the corporate seal of the Corporation;
he  shall  see  that the corporate seal is  affixed  to  all
documents  the  execution of which under the  seal  is  duly
authorized,  and when the seal is so affixed he  may  attest
the  same; he may sign, with the Chairman of the Board,  the
Vice Chairman of the Board, a President or a Vice President,
certificates of stock of the Corporation; and in general, he
shall  perform  all  duties incident  to  the  office  of  a
secretary  of  a  corporation,  and  such  other  duties  as
from  time  to  time may be assigned to  him  by  the  Chief
Executive  Officer,  the Chairman of  the  Board,  the  Vice
Chairman  of the Board, a President, the Board of  Directors
or the Executive Committee.
     
     The  Secretary shall also keep, or cause to be kept,  a
stock book, containing the name, alphabetically arranged, of
all persons who are stockholders of the Corporation, showing
their places of residence, the number of shares held by them
respectively, and the time when they respectively became the
owners thereof.
     
     SECTION 6. Treasurer.  The Treasurer shall have  charge
of  and  be responsible for all funds, securities,  receipts
and disbursements of the Corporation, and shall deposit,  or
cause  to be deposited, in the name of the Corporation,  all
moneys  or  other  valuable effects  in  such  banks,  trust
companies or other depositories as shall, from time to time,
be  selected  by the Board of Directors; he may endorse  for
collection on behalf of the Corporation, checks,  notes  and
other  obligations; he may sign receipts  and  vouchers  for
payments  made  to the Corporation; singly or  jointly  with
another  person as the Board of Directors may authorize,  he
may  sign checks of the Corporation and pay out and  dispose
of  the proceeds under the direction of the Board; he  shall
render or cause to be rendered to the Chairman of the Board,
the   President   and  the  Board  of  Directors,   whenever
requested,  an  account of the financial  condition  of  the
Corporation;  he may sign, with the Chairman of  the  Board,
the  Vice  Chairman  of the Board, a  President  or  a  Vice
President, certificates of stock of the Corporation; and  in
general, shall perform all the duties incident to the office
of  a  treasurer of a corporation, and such other duties  as
from time to time may be assigned to him by the Chairman  of
the  Board, the Vice Chairman of the Board, a President, the
Board of Directors or the Executive Committee.
     
     SECTION 7. Subordinate Officers. The Board of Directors
may appoint such assistant secretaries, assistant treasurers
and  other  subordinate officers as it may  deem  desirable.
Each  such  officer shall hold office for such period,  have
such  authority  and perform such duties  as  the  Board  of
Directors  may prescribe. The Board of Directors  may,  from
time  to  time, authorize any officer to appoint and  remove
subordinate officers and to prescribe the powers and  duties
thereof.
     
     SECTION 8. Vacancies. Absences. Any vacancy in  any  of
the above offices may be filled for the unexpired portion of
the  term  by  the  Board of Directors, at  any  regular  or
special meeting. Except when the law requires the act  of  a
particular officer, the Board of Directors or the  Executive
Committee  whenever  necessary may, in the  absence  of  any
officer,  designate any other officer or properly  qualified
employee,  to perform the duties of the one absent  for  the
time  being,  and such designated officer or employee  shall
have,  when so acting, all the powers herein given  to  such
absent officer.
     
     SECTION 9. Resignations. Any officer may resign at  any
time  by  giving written notice of such resignation  to  the
Board  of  Directors, the Chairman of the  Board,  the  Vice
Chairman of the Board, a President or the Secretary.  Unless
otherwise specified  therein, such  resignation  shall  take 
effect  upon  written   receipt  thereof  by  the  Board  of 
Directors or by such officer.
                              
                         ARTICLE VI.
                              
                       CAPITAL STOCK.
     
     SECTION 1. Stock Certificates. Every stockholder  shall
be  entitled to have a certificate certifying the number  of
shares  owned  by  him in the Corporation.  Certificates  of
stock  shall  be signed by the Chairman of Board,  the  Vice
Chairman  of the Board, a President or a Vice President  and
the Treasurer or an Assistant Treasurer, or the Secretary or
an  Assistant  Secretary, and sealed with the  seal  of  the
Corporation.  Such  seal  may  be  facsimile,  engraved   or
printed.  Where such certificate is signed (1) by a transfer
agent  or  an  assistant  transfer  agent,  other  than  the
Corporation  itself, or (2) by a transfer  clerk  acting  on
behalf of the Corporation and a registrar, the signature  of
the  Chairman of the Board, the Vice Chairman of the  Board,
any  such  President, Vice President, Treasurer,  Secretary,
Assistant Treasurer or Assistant Secretary may be facsimile.
In  case  any officer or officers who shall have signed,  or
whose facsimile signature or signatures shall have been used
on  any such certificate or certificates shall cease  to  be
such officer or officers of the Corporation, whether because
of  death, resignation or otherwise, before such certificate
or   certificates   shall  have  been   delivered   by   the
Corporation,   such   certificate   or   certificates    may
nevertheless be adopted by the Corporation and be issued and
delivered  as though the person or persons who  signed  such
certificate or certificates or whose facsimile signature  or
signatures shall have been used thereon had not ceased to be
such officer or officers of the Corporation.
     
     SECTION  2. Transfer of Shares. The shares of stock  of
the  Corporation shall be transferred on the  books  of  the
Corporation  by  the  holder thereof in  person  or  by  his
attorney   lawfully   constituted,   upon   surrender    for
cancellation of certificates for the same number of  shares,
with an assignment and power of transfer endorsed thereon or
attached thereto, duly executed, with such proof or guaranty
of  the authenticity of the signature as the Corporation  or
its  agents  may reasonably require. The Board of  Directors
may  appoint  one or more transfer agents and registrars  of
the  stock  of  the  Corporation. The Corporation  shall  be
entitled  to  treat the holder of record  of  any  share  or
shares   of  stock  as  the  holder  in  fact  thereof   and
accordingly shall not be bound to recognize any equitable or
other  claim to or interest in such share or shares  on  the
part  of  any  other person, whether or not  it  shall  have
express  or other notice thereof, save as expressly provided
by law.
     
     SECTION 3. Record Dates. The Board of Directors may fix
a  date, not greater than sixty days nor less than ten  days
in  advance  of  the date of any meeting of stockholders  or
adjournment thereof, and may fix a date not exceeding  sixty
days  prior to the date stockholders are entitled to receive
payment of any dividend, or in order to make a determination
of  stockholders for any other purpose, as a record date for
the  purpose of determining stockholders entitled to  notice
of,  or  to  vote  at,  any meeting of stockholders  or  any
adjournment thereof, or entitled to receive payment  of  any
dividend,  or for any other purpose; and in such  case  only
such stockholders as shall be stockholders of record on  the
date so fixed shall be entitled to notice of, or to vote at,
such meeting of stockholders or any adjournment thereof,  or
entitled  to receive payment of such dividend, or  for  such
other purpose, notwithstanding any transfer of stock on  the
books of the Corporation after the record date so fixed.  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  days
after  the date upon which the resolution fixing the  record
date  is  adopted by the Board of Directors. Any stockholder
of record seeking to have the stockholders authorize or take
corporate action by written consent shall, by written notice
to  the Secretary, request the Board of Directors to  fix  a
record  date. The Board of Directors shall promptly, but  in
all  events within ten 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,  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 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 in  accordance
with  this  Section 3 of Article VI. 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 day on which the Board of Directors  adopts
the resolution taking such prior action.
                              
                         ARTICLE VII
                              
                     CHECKS, NOTES, ETC.
     
     SECTION  1.  Execution  of Checks,  Notes,  etc.    All
checks and drafts on the Corporation's bank accounts and all
bills    of   exchange,   promissory   notes,   acceptances,
obligations and other instruments for the payment of  money,
shall  be  signed  by the Chairman of the  Board,  the  Vice
Chairman  of the Board, any President or Vice President  and
by  the  Treasurer or any Assistant Treasurer, or  shall  be
signed by such other officer or officers, person or persons,
as  shall  be thereunto authorized by the Board of Directors
or the Executive Committee.
     
     SECTION  2.  Execution of Contracts, Assignments.  etc.
All   contracts,   agreements,  endorsements,   assignments,
transfers,  stock  powers, and other  instruments  shall  be
signed  by the Chief Executive Officer, the Chairman of  the
Board,  the  Vice Chairman of the Board or any President  or
Vice  President  or  shall  be signed  by  such  officer  or
officers,   person  or  persons,  as  shall   be   thereunto
authorized  by  the  Board  of Directors  or  the  Executive
Committee or by the Chief Executive Officer, Chairman of the
Board  or a President pursuant to authorization by the Board
of Directors.
     
     SECTION  3.  Voting of Stock and Execution of  Proxies.
The  Chairman of the Board, the Vice Chairman of the  Board,
any  President or Vice President or any other officer of the
Corporation  designated  by  the  Board  of  Directors,  the
Executive  Committee,  the  Chairman  of  the  Board,  or  a
President, shall be authorized to attend any meeting of  the
stockholders   of  any  other  corporation  in   which   the
Corporation is an owner of stock and to vote such stock upon
all  matters coming before such meeting. The Chairman of the
Board,  the  Vice Chairman of the Board or any President  or
Vice President may sign and issue proxies to vote shares  of
stock of other corporations owned by the Corporation.
     
                        ARTICLE VIII.
                              
                          WAIVERS.
     
     Whenever  under the provisions of these By-laws  or  of
any law the stockholders or Directors are authorized to hold
any  meeting  or take any action after notice or  after  the
lapse  of  any  prescribed period of time, such  meeting  or
action may be held or taken without notice and without  such
lapse of time, on written waiver of such notice and lapse of
time  signed by every person entitled to such notice  or  by
his  attorney  or  attorneys  thereunto  authorized,  either
before  or after the meeting or action to which such  notice
relates.
                              
                         ARTICLE IX.
                              
                            SEAL.
     
     The  seal of the Corporation shall show the year of its
incorporation  and shall be in such form  as  the  Board  of
Directors   shall  prescribe.  The  seal  on  any  corporate
obligation  for  the payment of money may  be  a  facsimile,
engraved or printed.
     
                         ARTICLE X.
                              
                      INDEMNIFICATION.
     
     SECTION  1.  Power  to Indemnify in Actions,  Suits  or
Proceedings  other  Than Those by or in  the  Right  of  the
Corporation.  Subject to Section 3 of  this  Article  X  the
Corporation shall indemnify any person who was or is a party
or  is  threatened to be made a party to or witness or other
participant in, any threatened, pending or completed action,
suit  or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of
the  Corporation by reason) of the fact that he is or was  a
director  or  officer of the Corporation, or  is  or  was  a
director  or  officer  of  the Corporation  serving  at  the
request  of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture,
trust,  employee  benefit plan or other enterprise,  against
expenses  (including attorneys' fees), judgments, fines  and
amounts  paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if
he  acted  in  good  faith  and in a  manner  he  reasonably
believed  to  be in or not opposed to the best interests  of
the Corporation, and, with respect to any criminal action or
proceeding,  had no reasonable cause to believe his  conduct
was  unlawful.  The  termination  of  any  action,  suit  or
proceeding  by  judgment, order, settlement, conviction,  or
upon a plea of nolo contendere or its equivalent, shall not,
of  itself, create a presumption that the person did not act
in  good  faith and in a manner which he reasonably believed
to  be  in  or  not  opposed to the best  interests  of  the
Corporation,  and,  with respect to any criminal  action  or
proceeding, had reasonable cause to believe that his conduct
was unlawful.
     
     SECTION  2.  Power  to Indemnify in Actions,  Suits  or
Proceedings  by or in the Right of the Corporation.  Subject
to  Section  3  of  this  Article X, the  Corporation  shall
indemnify  any person who was or is a party or is threatened
to  be  made a party to any threatened, pending or completed
action  or  suit  by or in the right of the  Corporation  to
procure  a judgment in its favor by reason of the fact  that
he is or was a director or officer of the Corporation, or is
or  was a director or officer of the Corporation serving  at
the  request  of  the  Corporation as a  director,  officer,
employee or agent of another corporation, partnership, joint
venture,  trust,  employee benefit plan or other  enterprise
against  expenses (including attorneys' fees)  actually  and
reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good  faith
and  in  a  manner he reasonably believed to be  in  or  not
opposed  to  the  best interests of the Corporation;  except
that  no  indemnification shall be made in  respect  of  any
claim,  issue or matter as to which such person  shall  have
been  adjudged  to be liable to the Corporation  unless  and
only  to the extent that the Court of Chancery or the  court
in  which  such  action or suit was brought shall  determine
upon application that, despite the adjudication of liability
but  in  view  of  all the circumstances of the  case,  such
person  is  fairly and reasonably entitled to indemnity  for
such  expenses  which the Court of Chancery  or  such  other
court shall deem proper.
     
     SECTION   3.  Authorization  of  Indemnification.   Any
indemnification under this Article X (unless  ordered  by  a
court)  shall be made by the Corporation only as  authorized
in   the   specific   case   upon   a   determination   that
indemnification of the director or officer is proper in  the
circumstances because he has met the applicable standard  of
conduct  set forth in Section 1 or Section 2 of this Article
X,  as the case may be. Such determination shall be made (i)
by  the  Board of Directors by a majority vote of  a  quorum
consisting of directors who were not parties to such action,
suit  or  proceeding,  or  (ii) if  such  a  quorum  is  not
obtainable  or, even if obtainable, by majority  vote  of  a
committee  duly  designated by the Board  of  Directors  (in
which  directors who are parties may participate) consisting
solely  of two or more directors not at the time parties  to
such  action, suit or proceeding, or (iii) if such a  quorum
is  not  obtainable,  or, even if obtainable,  a  quorum  of
disinterested  directors so directs,  by  independent  legal
counsel  in  a written opinion, or (iv) by the stockholders.
To  the  extent, however, that a director or officer of  the
Corporation  has been successful on the merits or  otherwise
in  defense  of  any  action, suit or  proceeding  described
above,  or in defense of any claim, issue or matter therein,
he   shall   be  indemnified  against  expenses   (including
attorneys' fees) actually and reasonably incurred by him  in
connection therewith, without the necessity of authorization
in the specific case.
     
     Any  indemnification under this Article X shall be made
promptly  and,  in  any  event, to the  extend  practicable,
within  sixty  days  of receipt by the  Corporation  of  the
written request of the person to be indemnified.
     
     SECTION  4.  Good  Faith Defined. For purposes  of  any
determination under Section 3 of this Article  X,  a  person
shall  be deemed to have acted in good faith and in a manner
he  reasonably believed to be in or not opposed to the  best
interests  of  the  Corporation, or,  with  respect  to  any
criminal  action  or proceeding, to have had  no  reasonable
cause to believe his conduct was unlawful, if his action  is
based  on the records or books of account of the Corporation
or  another enterprise, or on information supplied to him by
the officers of the Corporation or another enterprise in the
course  of  their duties, or on the advice of legal  counsel
for  the Corporation or another enterprise or on information
or  records  given  or reports made to  the  Corporation  or
another  enterprise  by  an  independent  certified   public
accountant or by an appraiser or other expert selected  with
reasonable  care  by the Corporation or another  enterprise.
The  term  ''another enterprise'' as used in this Section  4
shall  mean any other corporation or any partnership,  joint
venture, trust, employee benefit plan or other enterprise of
which  such person is or was sending at the request  of  the
Corporation as a director, officer, employee or  agent.  The
provisions  of  this Section 4 shall not  be  deemed  to  be
exclusive or to limit in any way the circumstances in  which
a  person  may be deemed to have met the applicable standard
of  conduct set forth in Sections 1 or 2 of this Article  X,
as the case may be.
     
     SECTION  5. Indemnification by a Court. Notwithstanding
any  contrary  determination  in  the  specific  case  under
Section 3 of this Article and notwithstanding the absence of
any  determination thereunder, any director or  officer  may
apply to any court of competent jurisdiction in the State of
Delaware   for  indemnification  to  the  extent   otherwise
permissible  under Sections 1 and 2 of this Article  X.  The
basis  of  such  indemnification  by  a  court  shall  be  a
determination  by  such  court that indemnification  of  the
director  or officer is proper in the circumstances  because
he  has met the applicable standards of conduct set forth in
Sections  1  or  2 of this Article X, as the  case  may  be.
Neither  a contrary determination in the specify case  under
Section  3  of  this  Article  X  nor  the  absence  of  any
determination  thereunder  shall  be  a  defense   to   such
application  or  create a presumption that the  director  or
officer  seeking indemnification has not met any  applicable
standard   of   conduct.  Notice  of  any  application   for
indemnification pursuant to this Section 5 shall be given to
the Corporation promptly upon the filing of such application
If  successful, in whole or in part, the director or officer
seeking  indemnification shall also be entitled to  be  paid
the expense of prosecuting such application.
     
     SECTION   6.  Expenses  Payable  in  Advance.  Expenses
incurred   by   a  director  or  officer  in  defending   or
investigating  a  threatened  or  pending  action,  suit  or
proceeding  shall be paid by the Corporation in  advance  of
the  final  disposition of such action, suit  or  proceeding
within fourteen days after receipt by the Corporation  of  a
written  statement from such director or officer  requesting
such  an  advancement,  together  with  an  undertaking,  if
required by law at the time of such advance, by or on behalf
of such director or officer to repay such amount if it shall
ultimately  be  determined that he is  not  entitled  to  be
indemnified by the Corporation as authorized in this Article
X.
     
     SECTION   7.  Nonexclusivity  of  Indemnification   and
Advancement of Expenses. The indemnification and advancement
of  expenses provided by or granted pursuant to this Article
X shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may
be  entitled under any By-law, agreement, contract, vote  of
stockholders or disinterested directors or pursuant  to  the
direction  (howsoever embodied) of any  court  of  competent
jurisdiction  or  otherwise, both as  to  action  taken  (or
omitted  to  be taken) in his official capacity  and  as  to
action  taken  (or omitted to be taken) in another  capacity
while  holding  such  office, it being  the  policy  of  the
Corporation that indemnification of the persons specified in
Sections  1  and 2 of this Article X shall be  made  to  the
fullest  extent  permitted by law. The  provisions  of  this
Article X shall not be deemed to prelude the indemnification
of  any  person who is not specified in Sections 1 or  2  of
this  Article  X but whom the Corporation has the  power  or
obligation to indemnify under the provisions of the  General
Corporation Law of the State of Delaware, or otherwise.
     
     SECTION  8.  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,
employee  benefit  plan  or  other  enterprise  against  any
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 General Corporation Law
of  the  State of Delaware or the provisions of this Article
X.  The Corporation may also obtain a letter of credit,  act
as  self-insurer,  create  a reserve,  trust,  escrow,  cash
collateral   or   other   fund  or   account,   enter   into
indemnification  agreements,  pledge  or  grant  a  security
interest in any assets or properties of the Corporation,  or
use  any  other mechanism or arrangement whatsoever in  such
amounts,  at  such  costs, and upon  such  other  terms  and
conditions  as the Board of Directors shall deem appropriate
for the protection of any or all such persons.
     
     SECTION  9. Certain Definitions. For purposes  of  this
Article  X, references to ''the Corporation" shall  include,
in  addition  to the resulting corporation, any  constituent
corporation  (including any constituent  of  a  constituent)
absorbed in a consolidation or merger which, if its separate
existence  had continued, would have had power and authority
to  indemnify its directors and officers, so that any person
who  is  or  as  a  director or officer of such  constituent
corporation,  or  is or was a director or  officer  of  such
constituent  corporation serving  at  the  request  of  such
constituent corporation as a director, officer, employee  or
agent  of  another corporation, partnership, joint  venture,
trust,  employee  benefit  plan or other  enterprise,  shall
stand  in  the  same position under the provisions  of  this
Article  X  with  respect  to  the  resulting  or  surviving
corporation   as  he  would  have  with  respect   to   such
constituent  corporation  if  its  separate  existence   had
continued.  For  purposes of this Article X,  references  to
"fines" shall include any excise taxes assessed on a  person
with respect to an employee benefit plan; and references  to
"serving  at the request of the Corporation'' shall  include
any  service  as  a director or officer of  the  Corporation
which  imposes  duties  on, or involves  services  by,  such
director  or  officer  with respect to an  employee  benefit
plan,  its  participants or beneficiaries; and a person  who
acted  in  good faith and in a manner he reasonably believed
to  be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in
a   manner  "not  opposed  to  the  best  interests  of  the
Corporation" as referred to in this Article X.
     
     SECTION 10. Survival of Indemnification and Advancement
of Expenses. The indemnification and advancement of expenses
provided  by, or granted pursuant to, this Article X  shall,
unless  otherwise  provided  when  authorized  or  ratified,
continue  as to a person who has ceased to be a director  or
officer  and  shall  inure  to the  benefit  of  the  heirs,
executors and administrators of such a person.
     
     SECTION     11.    Limitation    on    Indemnification.
Notwithstanding anything contained in this  Article  to  the
contrary,  except  for  proceedings  to  enforce  rights  to
indemnification  (which  shall  be  governed  by  Section  5
hereof), the Corporation shall not be obligated to indemnify
any  director or officer in connection with a proceeding (or
part   thereof)  initiated  by  such  person   unless   such
proceeding (or part thereof) was authorized by the Board  of
Directors of the Corporation.
     
     SECTION  12.  Indemnification of Employees and  Agents.
The  Corporation may, to the extent authorized from time  to
time   by   the  Board  of  Directors,  provide  rights   to
indemnification  and  to  the  advancement  of  expenses  to
directors, employees and agents of the Corporation or of its
wholly or partially owned, direct or indirect affiliated  or
subsidiary  companies  similar to those  conferred  in  this
Article X to directors and officers of the Corporation.
     
     SECTION  13.  Repeal  or Modification.  All  rights  to
indemnification  and to advancement of expenses  under  this
Article  X  shall  be  deemed to be a contract  between  the
Corporation and each director and officer who serves or  has
served  in  any such capacity, and each other person  as  to
whom  the Corporation has agreed to grant indemnity  at  any
time  while  this  Article  is  in  effect.  Any  repeal  or
modification  of this Article or any repeal or  modification
of relevant provisions of the General Corporation Law of the
State  of Delaware or any other applicable law shall not  in
any  way  diminish  any  right  to  indemnification  or   to
advancement of expenses of such director, officer  or  other
person  as  to  whom  the Corporation has  agreed  to  grant
indemnity,  or  the obligations of the Corporation,  arising
hereunder for claims relating to matters occurring prior  to
such repeal or modification.
     
     SECTION  14.  Separability. If this Article  X  or  any
portion  hereof shall be invalidated on any  ground  by  any
court  of competent jurisdiction, then the Corporation shall
nevertheless indemnify each director and officer,  and  each
employee,  agent and other person as to whom the Corporation
has  agreed to grant indemnity to the full extent  permitted
by  any applicable portion of this Article X that shall  not
have  been  invalidated and to the full extent permitted  by
applicable law.
                              
                         ARTICLE Xl.
                              
                         AMENDMENTS.
     
     SECTION  1.  Amendments.  Subject to the provisions  of
applicable  law  and  of the Certificate  of  Incorporation,
these By-laws may be altered, amended or repealed and new By-
laws adopted either (1) at any annual or special meeting  of
the   stockholders  at  which  a  quorum   is   present   or
represented, provided notice of the proposed amendment shall
have been contained in the notice of meeting, or (2) by  the
Board  of  Directors  at any regular or special  meeting  at
which  a  quorum is present, provided notice of the proposed
amendment  shall  have been given. Any  repeal,  alteration,
amendment or adoption of any new By-law must be approved  by
either  the  holders of a majority of the outstanding  stock
entitled  to  vote thereon or by a majority  of  the  entire
Board  of Directors then in office, except that any  repeal,
alteration, amendment or adoption of any new By-law which is
inconsistent with ARTICLE X of the By-laws must be  approved
by  either  the  holders  of two-thirds  (66  2/3%)  of  the
outstanding capital stock entitled to vote thereon or  by  a
majority of the entire Board of Directors then in office.
     
     SECTION  2. Entire Board of Director. As used  in  this
Article  XI and in these By-laws generally, the term "entire
Board  of  Directors"  means the total number  of  directors
which the Corporation would have if there were no vacancies.
     
                              
                        ARTICLE XII.
                              
      STOCKHOLDER-PROPOSED BUSINESS AT ANNUAL MEETINGS.
     
     To properly bring business before the annual meeting of
stockholders,  a 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  to  or
mailed  and  received at the principal executive offices  of
the  Corporation not less than 60 days nor more than 85 days
prior  to  the anniversary date of the immediately preceding
annual  meeting of stockholders; provided, however, that  in
the  event that the annual meeting is called for a date that
is  not  within  thirty  (30)  days  before  or  after  such
anniversary  date, notice by the stockholder  to  be  timely
must be so delivered or received not later than the close of
business  on the 10th day following the earlier of the  date
on which such notice or public disclosure of the date of the
meeting  was  given or made. A stockholder's notice  to  the
Secretary  shall set forth as to each item of  business  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
record  address of the stockholder proposing such  business,
(iii) the class and number of shares of the capital stock of
the Corporation which are owned beneficially or of record by
the  stockholder, (iv) a description of all arrangements  or
understandings between such stockholder and any other person
or  persons (including their names) in connection  with  the
proposal  of  such  business by  such  stockholder  and  any
material  interest of such stockholder in such business  and
(v) a representation that such stockholder intends to appear
in  person  or by proxy at the annual meeting to bring  such
business before the meeting.
     
     Notwithstanding  anything  in  the   By-laws   to   the
contrary,  no  business shall be brought before  the  annual
meeting by a stockholder or conducted at such annual meeting
except  in accordance with the procedures set forth in  this
Article XII; provided, however, that nothing in this Article
Xll shall be deemed to prelude discussion by any stockholder
of any business properly brought before the annual meeting.
     
     The  Chairman of an annual meeting shall, if the  facts
warrant,  determine and declare to the meeting that business
was  not  properly brought before the meeting in  accordance
with  the  provisions  of this Article  XII,  and  any  such
business shall not be transacted.