EXHIBIT 3

                           TEXT OF AMENDMENT TO BYLAWS


Section 1.        Certificates of Stock.

     Each  stockholder  shall be entitled to a certificate  signed by, or in the
name of the  Corporation  by, the  Chairman of the Board or the Chief  Executive
Officer,  and by the  Secretary or an Assistant  Secretary,  or any Treasurer or
Assistant Treasurer, certifying the number of shares owned by him or her. Any or
all of the  signatures  on the  certificate  may be by  facsimile.  The Board of
Directors may provide by resolution  or  resolutions  that some or all of any or
all  classes or series of its stock  shall be  uncertificated  shares.  Any such
resolution  shall not apply to shares  represented  by a certificate  until such
certificate is surrendered to the Corporation.