Exhibit 99.2 

  
                     BY-LAW AMENDMENTS ADOPTED 12/10/98 
  
      1.   The By-laws hereby are amended by adding a new Section 3.15
 thereto as follows: 
  
           3.15  Inspection of Stockholder Consents.  In the event of the
      delivery to the Corporation of the requisite written stockholder
      consents to take corporate action and/or any related revocation or
      revocations, the Corporation shall engage nationally recognized
      independent inspectors of elections for the purpose of promptly
      performing a ministerial review of the validity of such consents and
      revocations.  For the purpose of permitting the inspectors to perform
      such review, no action by written consent without a meeting shall be
      effective until such date as the independent inspectors certify to the
      Corporation that the consents delivered to the Corporation constitute
      at least the minimum number of votes that would be necessary to take
      the corporate action.  Nothing contained in this paragraph shall in
      any way be construed to suggest or imply that the Board of Directors
      or any stockholder shall not be entitled to contest the validity of
      any consent or revocation thereof, whether before or after such
      certification by the independent inspectors, or to take any other
      action (including, without limitation, the commencement, prosecution
      or defense of any litigation with respect thereto, and the seeking of
      injunctive relief in such litigation).   
  
      2.  Section 4.8 of the By-laws is hereby deleted in its entirety and
 replaced with the following: 

           4.8  Notice.  It shall be reasonable and sufficient notice to a
      director to send notice by mail at least forty-eight hours or by
      telegram at least twenty-four hours before the meeting, addressed to
      him at his usual or last known business or residence address or to
      give notice to him in person or by telephone at least twelve hours
      before the meeting.  Notice of a meeting need not be given to any
      director if a written waiver of notice, executed by him before or
      after the meeting, is filed with the records of the meeting, or to any
      director who attends the meeting without protesting prior thereto or
      at its commencement the lack of notice to him.  Neither notice of a
      meeting nor a waiver of notice need specify the purposes of the
      meeting.