Exhibit 3.8
                                                                     -----------
            

On December 6, 1996, the Board of Directors of the Company amended Section 4.4
of the Bylaws of the Company to read in its entirety as follows:

     "Section 4.4.  Special Meetings.  Special meetings of the Board of
                    ----------------                                   
     Directors may be called by the President upon 24 hours notice to each
     director, personally or by mail, telegram or facsimile.  Special meetings
     shall be called by the President in like manner and on like notice on the
     written request of two (2) directors.  Except as may be otherwise expressly
     provided by statute, the Articles of Incorporation or these Bylaws, neither
     the business to be transacted at, nor the purpose of, any special meeting
     need be specified in the notice or waiver of notice of such meeting."