Exhibit-3(b).1

The By-laws of the Company as approved by the Board of Directors on
February 10, 1994, are amended by adding a new Section 13 to Article III
thereof:

     "Section 13.  Mandatory Board Retirement Policy.  Effective July 1,
1994, no person shall be nominated to a term of office on the Company's
Board of Directors who has attained the age of 70 or more before the first
day of the proposed term of office; provided, however, the foregoing
policy shall be inapplicable to current directors of the Company aged 70
or more whose current term of office, on February 10, 1994, expires
subsequent to the Company's 1994 Annual Meeting of Stockholders."