EXHIBIT 3
                    AMENDMENT NO. 1 TO BY-LAWS
                      (Dated April 30, 1997)

     1.   The third sentence of the second paragraph of Article I, Section 9
(b), of the By-laws is amended to read as follows:
               
               To be timely, a stockholder's notice must be either
               delivered to or mailed and received at the principal
               executive offices of the Corporation not later than
               60 days in advance of the annual meeting of
               stockholders in 1997 and not later than 90 days in
               advance of any annual meeting of stockholders held
               on or after January 1, 1998.

     2.   The third sentence of the first paragraph of Article II, Section 8, 
of the By-laws is amended to read as follows:

               Subject to the foregoing, only a stockholder of
               record entitled to vote in the election of directors
               generally may nominate one or more persons for
               election as directors at a meeting of stockholders
               and only if written notice of such stockholder's
               intent to make such nomination or nominations has
               been given, either by personal delivery or by United
               States mail, postage prepaid, to the Secretary of the
               Corporation and has been received by the Secretary
               not later than the following dates: (i) with respect to
               the election to be held at the annual meeting of
               stockholders in 1997, 60 days in advance of such
               meeting; (ii) with respect to an election to be held
               at an annual meeting of stockholders on or after
               January 1, 1998, 60 days in advance of such
               meeting if such meeting is to be held on a day
               which is within 30 days preceding the anniversary
               of the previous year's annual meeting, or 90 days in
               advance of such meeting if such meeting is to be
               held on or after the anniversary of the previous
               year's annual meeting; and (iii) with respect to an
               election to be held at a special meeting of
               stockholders for the election of directors, the close
               of business on the tenth day following the date on
               which notice of such meeting is first given to
               stockholders.