EXHIBIT 3(b)(ii)



               Article II, Section 2 of the Company's By-Laws was restated
     in its entirety as follows:

     Article II, Section 2.  Annual Meetings.  An annual meeting of the
     stockholders for the election of Directors and for the transaction of
     any other business that may come before the meeting shall be held on
     such day or time as may be set from time to time by the Board of
     Directors.  Such annual meetings shall be general meetings, that is to
     say, open for transaction of any business within the power of the
     Corporation without special notice of such business, except in any
     case in which special notice is required by law, by the Certificate of
     Incorporation, or these By-Laws.


















































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