EXHIBIT 3.4
 RESOLUTION ADOPTED BY THE BOARD OF DIRECTORS AT A MEETING OF THE BOARD HELD ON
             JULY 14, 1998, AMENDING THE BYLAWS OF THE COMPANY

          BE IT RESOLVED:  That the Board of Directors hereby amends
     Section 3.2 of this Corporation's 1994 Bylaws, to read in its
     entirety, as follows:

               "3.2.  NUMBER AND TERM OF OFFICE.  The authorized
          number of Directors shall be not less than six (6) nor more
          than nine (9).  The exact number of Directors shall be eight
          (8) until changed within the limits specified above, by a
          Bylaw amending this Section 3.2, duly adopted by the Board
          of Directors or by the stockholders.  The indefinite number
          of Directors may be changed, or a definite number may be
          fixed without provision for an indefinite number, by a duly
          adopted amendment to the Certificate of Incorporation, or by
          an amendment to this Bylaw adopted by the vote or written
          consent of holders of a majority of the outstanding shares
          entitled to vote or by resolution of a majority of the Board
          of Directors.

               No reduction of the authorized number of Directors
          shall have the effect of removing any Director before that
          Director's term of office expires.  If, for any cause, the
          Directors shall not have been elected at an annual meeting,
          they may be elected as soon thereafter as convenient at a
          special meeting of the stockholders called for that purpose
          in the manner provided by these Bylaws."