EXHIBIT 3.4

AMENDMENTS TO BYLAWS

    "Section 3.A.  NOMINATION OF DIRECTORS.  Only persons who are nominated 
in accordance with the procedures set forth in this Section 3A shall be 
eligible for election as, and to serve as, directors.  Nominations of persons 
for election to the Board of Directors may be made at a meeting of the 
stockholders at which directors are to be elected (i) by or at the direction 
of the Board of Directors or (ii) by any stockholder of the Corporation who 
is a stockholder of record at the time of the giving of such stockholder's 
notice provided for in this Section 3A, who shall be entitled to vote at such 
meeting in the election of directors and who complies with the requirements 
of this Section 3A.  Such nominations, other than those made by or at the 
direction of the Board of Directors, shall be preceded by timely advance 
notice in writing to the Secretary of the Corporation.  To be timely, a 
stockholders' notice shall be delivered to, or mailed and received at, the 
principal executive offices of the Corporation (i) with respect to an 
election to be held at the annual meeting of the stockholders of the 
Corporation, not later than the close of business on the 90th day prior to 
the first anniversary of the preceding year's annual meeting; PROVIDED 
HOWEVER, that with respect to the annual meeting of stockholders to be held 
in 1997 or in the event that the date of the annual meeting of stockholders 
to be held in 1997 or in the event that the date of the annual meeting is 
more than 30 days before or more than 60 days after such anniversary date, 
notice by the stockholder to be timely must be so delivered not later than 
the close of business on the later

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of the 90th day prior to such annual meeting or the 10th day following the day
on which public announcement of the date of such meeting is first made by the
Corporation; and (ii) with respect to an election to be held at a special
meeting of stockholders of the Corporation for the election of directors, not
later than the close of business on the tenth day following the day on which
notice of the date of the special meeting was mailed to stockholders of the
Corporation or public disclosure of the date of the special meeting was made,
whichever first occurs.

    Any such stockholder's notice to the Secretary of the Corporation shall 
set forth (x) 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 such person, (ii) the principal occupation or employment 
of such person, (iii) the number of shares of each class of capital stock of 
the Corporation beneficially owned by such person, (iv) the written consent 
of such person to having such person's name placed in nomination at the 
meeting and to serve as a director if elected and (v) any other information 
relating to such person that is required to be disclosed in solicitations of 
proxies for election of directors, or is otherwise required, pursuant to 
Regulation 14A under the Securities Exchange Act of 1934, as amended (the 
"Exchange Act"), and (y) as to the stockholder giving the notice, (i) the 
name and address, as they appear on the Corporation's books, of such 
stockholder and (ii) the number of shares of each class of voting stock of 
the Corporation which is then beneficially owned by such stockholder. The 
presiding officer of the meeting of stockholders shall determine whether the 
requirements of this Section 3A have been met with respect to any nomination 
or intended nomination.  If the presiding officer determines that any 
nomination was not made in accordance with the requirements of this Section 
3A, he shall so declare at the meeting and the defective nomination shall be 
disregarded.  Notwithstanding the foregoing provisions of this Section 3A, a 
stockholder shall also comply with all applicable requirements of the 
Exchange Act and the rules and regulations thereunder with respect to the 
matters set forth in this Section 3A."


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