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                                                                  EXHIBIT 3.2(b)

BYLAW AMENDMENTS

           RESOLVED, that Section 1 of Article III of the Bylaws of the Company
      (the "Bylaws") be, and hereby is, amended to read in its entirety as
      follows:

           "Section 1. The Board shall elect from the directors an Executive
           Committee, an Audit Committee and any other Committee which the Board
           may by resolution prescribe. Any such other Committee shall be
           comprised of such persons and shall possess such authority as shall
           be set forth in such resolution."

      ; and it is further

           RESOLVED, that Section 3 of Article III of the Bylaws be, and hereby
      is, amended to read in its entirety as follows:

           "Section 3. All completed actions by the Audit Committee shall be
           reported to the Board at the next succeeding Board meeting and shall
           be subject to revision or alteration by the Board, provided, that no
           acts or rights of third parties shall be affected by any such
           revision or alteration."

      ; and it is further

           RESOLVED, that Section 5 of Article III of the Bylaws, including the
      heading thereto, be, and hereby is, deleted in its entirety; and it is
      further

           RESOLVED, that Section 6 of Article III of the Bylaws, regarding the
      Audit Committee, be, and hereby is, renumbered as Section 5 of Article III
      of the
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      Bylaws; and it is further

           RESOLVED, that Section 7 of Article III of the Bylaws, including the
      heading thereto, be, and hereby is, deleted in its entirety; and it is
      further

           RESOLVED, that, notwithstanding anything herein to the contrary, the
      foregoing amendments to the Bylaws shall be effective as of the spin off.

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