EXHIBIT 3.1


                                BYLAW AMENDMENTS

1.   The title of Article 6 shall be amended to be as follows:

                                   "ARTICLE 6.
                       CHAIRMAN OF THE BOARD AND OFFICERS"


2.   Section  6.2  shall  be  deleted  in its  entirety  and  replaced  with the
     following:

          "6.2  Chairman of the Board.  If a Chairman of the Board is elected by
     the  directors,  the Chairman will preside at all meetings of  shareholders
     and  directors and shall have and perform such other duties as from time to
     time may be assigned by the Board of  Directors.  The Chairman of the Board
     shall not be deemed an officer of the Corporation unless designated as such
     by a resolution of the Board of Directors."