Exhibit 3(ii)



               FORM OF AMENDMENT TO THE BY-LAWS

                     DATED MARCH 15, 1999


          1.  The Corporation's By-Laws are hereby amended by
amending and restating the third paragraph of Section 9 of
Article II thereof in its entirety as follows: 
 
               To be timely, a stockholder's notice to the
     Secretary must be delivered to or mailed and received at
     the principal executive offices of the Corporation not
     less than ninety (90) days nor more than one hundred
     twenty (120) 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 in order to be timely must be so received
     not later than the close of business on the tenth (10th)
     day following the day on which notice of the date of the
     annual meeting was mailed or public disclosure of the date
     of the annual meeting was made, whichever first occurs.

          2.  The Corporation's By-Laws are hereby amended by
amending and restating the third paragraph of Section 10 of
Article II thereof in its entirety as follows: 
 
               To be timely, a stockholder's notice to the
     Secretary must be delivered to or mailed and received at
     the principal executive offices of the Corporation not
     less than ninety (90) days nor more than one hundred
     twenty (120) days prior to the anniversary date of the
     immediately preceding annual meeting of stockholders; pro-
     vided, 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 in order to be timely must be so received not
     later than the close of business on the tenth (10th) day
     following the day on which notice of the date of the
     annual meeting was mailed or public disclosure of the date
     of the annual meeting was made, whichever first occurs.








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