BYLAWS
                                  OF
                       NORTHERN EMPIRE BANCSHARES 
 
 
     ARTICLE I
 
     Offices
 
     Section 1.  Principal Office.  The Board of Directors shall fix the
location of the principal executive office of the corporation at any
place within or outside the State of California.  If the principal
executive office is located outside this State, and the corporation has
one or more business offices in this State, the Board of Directors shall
fix and designate a principal business office in the State of
California.
 
     Section 2. Other Offices.  Branch or other subordinate offices may
at any time be established by the Board at such other places as it deems
appropriate.
 
     ARTICLE II
 
     Meetings of Shareholders
 
     Section 1.  Place of Meetings.  Meetings of share-holders shall be
held at any place within or outside the State of California designated
by the Board of Directors.  In the absence of any such designation,
shareholders' meetings shall be held at the principal executive office
of the corporation.
 
     Section 2.  Annual Meeting.  The annual meeting of shareholders
shall be held on the third Tuesday of April of each year at 6:00 p.m.,
or such other date or such other time as may be fixed by the Board of
Directors.  However, if this day falls on a legal holiday, then the
meeting shall be held at the same time and place on the next succeeding
full business day.  At this meeting, directors shall be elected, and any
other proper business within the power of the shareholders may be
transacted.
 
     Section 3.  Special Meetings.  Special meetings of the shareholders
may be called at any time by the Board, the Chairman of the Board, the
President, or by the holders of shares entitled to cast not less than
ten percent (10%) of the votes at such meeting.  If a special meeting is
called by any person or persons other than the Board of Directors, the
request shall be in writing, specifying the time of such meeting and the
general nature of the business proposed to be transacted, and shall be
delivered personally or by registered mail to the Chairman of the Board,
the President, any vice president or the Secretary of the corporation. 
The officer receiving the request shall cause notice to be promptly
given to the shareholders entitled to vote that a meeting will be held
at a time requested by the person or persons calling the meeting, not
less than 35 nor more than 60 days after the receipt of the request.  If
the notice is not given within 20 days after receipt of the request, the
person or persons requesting the meeting may give the notice.  Nothing
in this paragraph shall be construed as limiting, fixing or affecting
the time when a meeting of shareholders called by action of the Board of
Directors may be held.
 
     Section 4.  Notice of Meetings.  Written notice, in accordance with
Section 5 of this Article II, of each annual or special meeting of
shareholders shall be given not less than 10 nor more than 60 days
before the date of the meeting to each shareholder entitled to vote
thereat.  Such notice shall state the place, date, and hour of the
meeting and (a) in the case of a special meeting, the general nature of
the business to be trans-acted, and no other business may be transacted,
or (b) in the case of the annual meeting, those matters which the Board,
at the time of the mailing of the notice, intends to present for action
by the shareholders, but, subject to the provisions of applicable law,
any proper matter may be presented at the meeting for such action.  The
notice of any meeting at which directors are to be elected shall include
the names of nominees intended at the time of the notice to be presented
by management for election.
 
     If action is proposed to be taken at any meeting for approval of
(a) a contract or transaction in which a director has a direct or
indirect financial interest, pursuant to Section 310 of the Corporations
Code of California, (b) an amendment of the Articles of Incorporation,
pursuant to Section 902 of that Code, (c) a reorganization of the
corporation, pursuant to Section 1201 of that Code, (d) a voluntary
dissolution of the corporation, pursuant to Section 1900 of that Code,
or (e) a distribution in dissolution other than in accordance with the
rights of out-standing preferred shares, pursuant to Section 2007 of
that Code, the notice shall also state the general nature of that
proposal.
 
     Section 5.  Manner of Giving Notice.  Notice of a shareholders'
meeting shall be given either personally or by first- class mail or
telegraphic or other written communication, charges prepaid, addressed
to the shareholder at the address of that shareholder appearing on the
books of the corporation or given by the shareholder to the corporation
for the purpose of notice.  If no such address appears on the
corporation's books or is given, notice shall be deemed to have been
given if sent to that shareholder by first- class mail or telegraphic or
other written communication to the corporation's principal office or if
published at least once in a newspaper of general circulation in the
county of which that office is located.  Notice shall be deemed to have
been given at the time when delivered personally or deposited in the
mail or sent by telegram or other means of written communication.  An
affidavit of mailing or other means of giving any notice in accordance
with the above provisions, executed by the Secretary, Assistant
Secretary or other transfer agent shall be prima facie evidence of the
giving of the notice or report.
 
     Section 6.  Quorum.  The presence in person or by proxy of the
holders of a majority of the shares entitled to vote at any meeting
shall constitute a quorum for the transaction of business.  The
shareholders present at a duly called or held meeting at which a quorum
is present may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than
a quorum, if any action taken (other than adjournment) is approved by at
least a majority of the shares required to constitute a quorum.
 
     Section 7.  Adjourned Meeting and Notice Thereof.  Any
shareholders' meeting, whether or not a quorum is present, may be
adjourned from time to time by the vote of a majority of the shares, the
holders of which are either present in person or represented by proxy
thereat, but in the absence of a quorum (except as provided in Section 6
of this Article) no other business may be transacted at such meeting.
 
     When any meeting of shareholders, either annual or special, is
adjourned to another time or place, notice need not be given of the
adjourned meeting if the time and place are announced at the meeting at
which the adjournment is taken.  However, when any shareholders' meeting
is adjourned for more than 45 days from the date set for the original
meeting, or, if after adjournment a new record date is fixed for the
adjourned meeting, notice of the adjourned meeting shall be given as in
the case of an original meeting.  At any adjourned meeting the
corporation may transact any business which may have been trans-acted at
the original meeting.
 
     Section 8.  Voting.  The shareholders entitled to notice of any
meeting or to vote at any such meeting shall be only persons in whose
name shares stand on the stock records of the corporation on the record
date determined in accordance with Section 9 of this Article.
 
     Voting shall in all cases be subject to the provisions of Section
702 through 704, inclusive, of the California General Corporation Law
(relating to voting shares held by a fiduciary, in the name of a
corporation, or in joint ownership).
 
     The shareholders' vote may be by voice or ballot; provided,
however, that any election for directors must be by ballot if demanded
by any shareholder before the voting has begun.  On any matter other
than elections of directors, any shareholder may vote part of the shares
in favor of the proposal and refrain from voting the remaining shares or
vote them against the proposal (other than the election of directors),
but, if the shareholder fails to specify the number of shares which the
shareholder is voting affirmatively, it will be conclusively presumed
that the shareholder's approving vote is with respect to all shares that
the shareholder is entitled to vote.  If a quorum is present, the
affirmative vote of the majority of the shares represented at the
meeting and entitled to vote on any matter (other than the election of
directors) shall be the act of the shareholders, unless the vote of a
greater number or voting by classes is required by the California
Corporation Law or by the Articles of Incorporation.
 
     Subject to the following sentence and to the provisions of Section
708 of the California General Corporation Law, every shareholder
entitled to vote at any election of directors may cumulate such
shareholder's votes and give one candidate a number of votes equal to
the number of directors to be elected multiplied by the number of votes
to which the shareholder's shares are entitled, or distribute the
share-holder's votes on the same principle among as many candidates as
the shareholder thinks fit.  No shareholder shall be entitled to
cumulate votes for any candidate or candidates pursuant to the preceding
sentence unless such candidate or candidates' names have been placed in
nomination prior to the voting and the shareholder has given notice, at
the meeting and before the voting begins, of the shareholder's intention
to cumulate the shareholder's votes.  If any one shareholder has given
such notice, all shareholders may cumulate their votes for candidates in
nomination.
 
     In any election of directors, the candidates receiving the highest
number of votes of the shares entitled to be voted for them up to the
number of directors to be elected, shall be elected.
 
     Section 9.  Nominations for Directors.  Nominations for election to
the Board of Directors may be made by the Board or by any shareholder
entitled to vote in the election of directors.  Nominations, other than
those made by or on behalf of the existing management of the
corporation, shall be made in writing and shall be mailed or delivered
to the President of the corporation not less than 14 days nor more than
50 days prior to any meeting of shareholders called for the election of
directors; provided, however, that if less than 21 days' notice of the
meeting is given to shareholders, such nomination shall be mailed or
delivered to the President of the corporation not later than the close
of business on the seventh day following the date on which the notice of
meeting was mailed.  Such written nomination shall include the following
information to the extent known to the nominating shareholder:  (a) the
name and address of each proposed nominee; (b) the principal occupation
of each proposed nominee; (c) the total number of voting shares that
will be voted for each proposed nominee; (d) the name and residence
address of the nominating shareholder; and (e) the number of shares of
voting stock of the corporation owned by the nominating shareholder. 
Nominations not made in accordance herewith may, in his discretion, be
disregarded by the Chairman of the meeting, and upon his instructions,
the inspectors of election may disregard all votes cast for each such
nominee.
 
     Section 10.  Record Date.  The Board may fix, in advance, a record
date for the determination of the shareholders entitled to notice of any
meeting or to vote or entitled to receive payment of any dividend or
other distribution, or any allotment of rights, or to exercise rights in
respect to any other lawful action.  The record date so fixed shall be
not more than 60 days nor less than 10 days prior to the date of the
meeting nor more than 60 days prior to any other action.  When a record
date is so fixed, only shareholders of record on that date are entitled
to notice of and to vote at the meeting or to receive the dividend,
distribution, or allotment of rights, or to exercise the rights, as the
case may be, notwithstanding any transfer of shares on the books of the
corporation after the record date.  A determination of shareholders of
record entitled to notice of or to vote at a meeting of shareholders
shall apply to any adjournment of the meeting unless the Board fixes a
new record date for the adjourned meeting.  The Board shall fix a new
record date if the meeting is adjourned for more than 45 days.
 
     If no record date is fixed by the Board, the record date for
determining shareholders entitled to notice of or to vote at a meeting
of shareholders shall be at the close of business on the business day
next preceding the date on which the meeting is held.  The record date
for determining shareholders for any purpose other than set forth in
this Section 10 or Section 12 of this Article shall be at the close of
business on the day on which the Board adopts the resolution relating
thereto, or the sixtieth day prior to the date of such other action,
whichever is later.
 
     Section 11.  Consent of Absentees.  The transactions of any meeting
of shareholders, however called and noticed, and wherever held, are as
valid as though had at a meeting duly held after regular call and
notice, if a quorum is present either in person or by proxy, and if,
either before or after the meeting, each of the persons entitled to
vote, not present in person or by proxy, signs a waiver of notice, or a
consent to the holding of the meeting or an approval of the minutes
thereof.  All such waivers, consents or approvals shall be filed with
the corporate records or made a part of the minutes of the meeting. 
Neither the business to be transacted at nor the purpose of any regular
or special meeting of shareholders need be specified in any written
waiver of notice, except that if action is taken or proposed to be taken
for approval of any of those matters specified in the second paragraph
of Section 4 of this Article II, the waiver of notice or consent shall
state the general nature of the proposal.
 
     Section 12.  Action by Written Consent Without a Meeting.  Subject
to Section 603 of the California General Corporation Law, any action
which may be taken at any annual or special meeting of shareholders may
be taken without a meeting and without prior notice if a consent in
writing, setting forth the action so taken, is signed by the holders of
the outstanding shares having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted, or
their proxies.  All such consents shall be filed with the Secretary of
the corporation and shall be maintained in the corporate records. 
Provided, however, that (1) unless the consents of all shareholders
entitled to vote have been solicited in writing, notice of any
shareholder approval without a meeting by less than unanimous written
consent shall be given as provided by Section 603(b) of the California
Corporations Code, and (2) in the case of election of directors, such a
consent shall be effective only if signed by the holders of all
outstanding shares entitled to vote for the election of directors;
provided, however, that subject to applicable law, a director may be
elected at any time to fill a vacancy on the Board of Directors that has
not been filled by the directors, by the written consent of the holders
of a majority of the outstanding shares entitled to vote for the
election of directors.  Any written consent may be revoked by a writing
received by the Secretary of the corporation prior to the time that
written consents of the number of shares required to authorize the
proposed action have been filed with the Secretary.
 
     Unless a record date for voting purposes be fixed as provided in
Section 10 of this Article, the record date for determining shareholders
entitled to give consent pursuant to this Section 12, when no prior
action by the Board has been taken, shall be the day on which the first
written consent is given.
 
     Section 13.  Proxies.  Every person entitled to vote shares or
execute written consents has the right to do so either in person or by
one or more persons authorized by a written proxy executed and dated by
such shareholder and filed with the Secretary of the corporation prior
to the convening of any meeting of the shareholders at which such proxy
is to be used or prior to the use of such written consent.  A validly
executed proxy which does not state that it is irrevocable continues in
full force and effect unless (1) revoked by the person executing it,
before the vote pursuant thereto, by a writing delivered to the
corporation stating that the proxy is revoked or by a subsequent proxy
executed by, or by attendance at the meeting and voting in person by,
the person executing the proxy; or (2) written notice of the death or
incapacity of the maker of the proxy is received by the corporation
before the vote pursuant thereto is counted; provided, however, that no
proxy shall be valid after the expiration of 11 months from the date of
its execution unless otherwise provided in the proxy.
 
     Section 14.  Inspectors of Election.  In advance of any meeting of
shareholders, the Board may appoint any persons other than nominees for
office as inspectors of election to act at such meeting and any
adjournment thereof.  If no inspectors of election are so appointed, or
if any persons so appointed fail to appear or fail or refuse to act, the
Chairman of any such meeting may, and on the request of any shareholder
or shareholder's proxy shall, appoint inspectors of election at the
meeting.  The number of inspectors shall be either one (1) or three (3). 
If inspectors are appointed at a meeting on the request of one or more
shareholders or proxies, the holders of a majority of shares or their
proxies present shall determine whether one (1) or three (3) inspectors
are to be appointed.
 
     The duties of such inspectors shall be as prescribed by Section
707(b) of the California General Corporation Law and shall include: 
determining the number of shares outstanding and the voting power of
each; the shares represented at the meeting; the existence of a quorum;
the authenticity, validity and effect of proxies; receiving votes,
ballots or consents; hearing and determining all challenges and
questions in any arising in connection with the right to vote; counting
and tabulating all votes or consents, determining when the polls shall
close; determining the result; and doing such acts as may be proper to
conduct the election or vote with fairness to all shareholders.  If
there are three inspectors of election, the decision, act, or
certificate of a majority is effective in all respects as the decision,
act, or certificate of all.
 
 
     ARTICLE III
 
     Directors
 
     Section 1.  Powers.  Subject to the provisions of the California
General Corporation Law and any limitations in the Articles of
Incorporation and these Bylaws relating to action required to be
approved by the shareholders or by the outstanding shares, the business
and affairs of the corporation shall be managed and all corporate powers
shall be exercised by or under the direction of the Board of Directors. 
The Board may delegate the management of the day- to-day operation of
the business of the corporation to a management company or other person
provided that the business and affairs of the corporation shall be
managed and all corporate powers shall be exercised under the ultimate
direction of the Board.  Without prejudice to such general powers, but
subject to the same limitations, it is hereby expressly declared that
the Board shall have the following powers in addition to the other
powers enumerated in these Bylaws:
 
          (a)  To select and remove all the other officers, agents, and
employees of the corporation, prescribe any powers and duties for them
that are consistent with law, or with the Articles or these Bylaws, fix
their compensation, and require from them security for faithful service.
 
          (b)  To conduct, manage, and control the affairs and business
of the corporation and to make such rules and regulations therefor not
inconsistent with law, or with the Articles or these Bylaws, as they may
deem best.
 
          (c)  To adopt, make, and use a corporate seal, and to
prescribe the forms of certificates of stock, and to alter the form of
such seal and of such certificates from time to time as in their
judgment they may deem best.
 
          (d)  To authorize the issuance of shares of stock of the
corporation from time to time, upon such terms and for such
consideration as may be lawful.
 
          (e)  To borrow money and incur indebtedness for the purposes
of the corporation, and to cause to be executed and delivered therefor,
in the corporate name, promissory and capital notes, bonds, debentures,
deeds of trust, mortgages, pledges, hypothecations, or other evidences
of debt and securities therefor and any agreements pertaining thereto.
 
          (f)  To prescribe the manner in which and the person or
persons by whom any or all of the checks, drafts, notes, contracts and
other corporate instruments shall be executed.
 
          (g)  To appoint and designate, by resolution adopted by a
majority of the authorized number of directors, one or more committees,
each consisting of two or more directors, including the appointment of
alternate members of any committee who may replace any absent member at
any meeting of the committee.
 
     Section 2.  Number and Qualification of Directors.  The authorized
number of directors shall not be less than five (5) nor more than nine
(9) until changed 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.  The exact number of directors shall be seven (7),
until changed, within the limits specified above, by a bylaw amending
this Section 2, duly adopted by the Board of Directors or by the
shareholders.  
 
     Section 3.  Election and Term of Office.  The directors shall be
elected at each annual meeting of shareholders but if any such annual
meeting is not held or the directors are not elected thereat, the
directors may be elected at any special meeting of shareholders held for
that purpose.  Each director shall hold office until the next annual
meeting and until a successor has been elected and qualified.
 
     Section 4.  Vacancies.  Any director may resign effective upon
giving written notice to the Chairman of the Board, the President,
Secretary, or the Board, unless the notice specifies a later time for
the effectiveness of such resignation.  If the resignation is effective
at a future time, a successor may be elected to take office when the
resignation becomes effective.
 
     Vacancies in the Board may be filled by a majority of the remaining
directors, though less than a quorum, or by a sole remaining director,
and each director so elected shall hold office until the next annual
meeting and until such director's successor has been elected and
qualified; provided, however, that a vacancy in the Board existing as a
result of a removal of a director may not be filled by the directors,
unless the Articles or a bylaw adopted by the shareholders so provides.
 
     The Board may declare vacant the office of a director who has been
declared of unsound mind by an order of court or convicted of a felony.
 
     The shareholders may elect a director or directors at any time to
fill any vacancy or vacancies not filled by the directors.  Any such
election by written consent, other than to fill a vacancy created by
removal, requires the consent of a majority of the outstanding shares
entitled to vote.  Any such election by written consent to fill a
vacancy created by removal requires the unanimous consent of the
outstanding shares entitled to vote.  If the Board accepts the
resignation of a director tendered to take effect at a future time, the
Board or the shareholders shall have power to elect a successor to take
office when the resignation is to become effective.
 
     Section 5.  Place of Meeting.  Regular meetings of the Board shall
be held at any place within the State of California which has been
designated in the notice of meeting or if there is no notice, at the
principal office of the corporation, or at a place designated by
resolution of the Board or by the written consent of the Board.  Any
regular or special meeting is valid wherever held if held upon written
consent of all members of the Board given either before or after the
meeting and filed with the Secretary of the corporation.
 
     Section 6.  Regular Meeting.  Immediately following each annual
meeting of shareholders and at the same place, the Board shall hold a
regular meeting for the purpose of organization, any desired election of
officers, and the transaction of other business.  Notice of this meeting
shall not be required.
 
     Other regular meetings of the Board shall be held without notice
either on the third Tuesday of January, April, July and October at the
hour of 9:30 a.m., or at such different date and time as the Board may
from time to time fix by resolution; provided, however, should said day
fall upon a legal holiday observed by the corporation at its principal
office, the said meeting shall be held at the same time and place on the
next succeeding full business day.  Call and notice of all regular
meetings of the Board are hereby dispensed with.
 
     Section 7.  Special Meetings.  Special meetings of the Board for
any purpose or purposes may be called at any time by the Chairman of the
Board, the President, or the Secretary or by any two directors.
 
     Special meetings of the Board shall be held upon four days' written
notice by mail or 24 hours' notice delivered personally or by telephone
or telegraph.  Any such notice shall be addressed or delivered to each
director at such director's address as it is shown upon the records of
the corporation or as may have been given to the corporation by the
director for purposes of notice or, if such address is not shown on such
records or is not readily ascertainable, at the place in which the
meetings of the directors are regularly held.  Such notice may, but need
not, specify the purpose of the meeting, nor the place if the meeting is
to be held at the principal office of the corporation.  Notice of any
meeting of the Board need not be given to any director who attends the
meeting without protesting either prior thereto or at its commencement,
the lack of notice to such director.
 
     Notice by mail shall be deemed to have been given at the time a
written notice is deposited in the United States mails, postage prepaid. 
Any other written notice shall be deemed to have been given at the time
it is personally delivered to the recipient or is delivered to a common
carrier for transmission, or actually transmitted by the person giving
the notice by electronic means, to the recipient.  Oral notice shall be
deemed to have been given at the time it is communicated, in person or
by telephone or wireless, to the recipient or to a person at the office
of the recipient who the person giving the notice has reason to believe
will promptly communicate it to the recipient.
 
     Section 8.  Quorum.  A majority of the authorized number of
directors constitutes a quorum of the Board for the transaction of
business, except to adjourn as hereinafter provided.  Every act or
decision done or made by a majority of the directors present at a
meeting duly held at which a quorum is present shall be regarded as the
act of the Board, unless a greater number is required by the Articles
and subject to the provisions of Section 310 of the California General
Corporation Law (as to approval of contracts or transactions in which a
director has a direct or indirect material financial interest), Section
311 (as to appointment of committees), and Section 317(e) (as to
indemnification of directors).  A meeting at which a quorum is initially
present may continue to transact business notwithstanding the withdrawal
of directors, if any action taken is approved by at least a majority of
the required quorum for such meeting.
 
     Section 9.  Participation in Meetings by Conference Telephone. 
Members of the Board may participate in a meeting through use of a
conference telephone or similar communications equipment, so long as all
members participating in such meeting can hear one another. 
Participation in a meeting pursuant to Section 9 constitutes "presence"
in person at such meeting.
 
     Section 10.  Waiver of Notice.  The transactions of any meeting of
the Board, however called and noticed or wherever held, are as valid as
though had at a meeting duly held after regular call and notice if a
quorum is present and if, either before or after the meeting, each of
the directors not present signs a written waiver of notice, a consent to
holding such meeting or an approval of the minutes thereof.  All such
waivers, consents, or approvals shall be filed with the corporate
records or made a part of the minutes of the meeting.
 
     Section 11.  Adjournment.  A majority of the directors present,
whether or not a quorum is present, may adjourn any directors' meeting
to another time and place.  Notice of the time and place of holding an
adjourned meeting need not be given, unless the meeting is adjourned for
more than twenty-four hours, in which case notice of the time and place
shall be given before the time of the adjourned meeting, in the manner
specified in Section 7 of this Article III, to the directors who were
not present at the time of the adjournment.
 
     Section 12.  Action Without Meeting.  Any action required or
permitted to be taken by the Board may be taken without a meeting if all
members of the Board shall individually or collectively consent in
writing to such action.  Such action by written consent shall have the
same effect as a unanimous vote of the Board.  Such consent or consents
shall be filed with the minutes of the proceedings of the Board.
 
     Section 13.  Fees and Compensation.  Directors and members of
committees may receive such compensation, if any, for their services,
and such reimbursement for expenses, as may be fixed or determined by
resolution of the Board.  This Section shall not be construed to
preclude any director from serving the corporation in any other capacity
as an officer, agent, employee, or otherwise, and receiving compensation
for those services.
 
     Section 14.  Rights of Inspection.  Every director of the
corporation shall have the absolute right at any reasonable time to
inspect and copy all books, records and documents of every kind and to
inspect the physical properties of the corporation and also of its
subsidiary corporations, domestic or foreign.  Such inspection by a
director may be made in person or by agent or attorney and includes the
right to copy and obtain extracts.
 
 
     ARTICLE IV
 
     Officers
 
     Section 1.  Officers.  The officers of the corporation shall be a
president, a  vice president, a secretary, and a chief financial
officer.  The corporation may also have, at the discretion of the Board,
a chairman of the board, a vice chairman of the board, one or more
assistant vice presidents, one or more assistant treasurers, one or more
assistant secretaries and such other officers as may be elected or
appointed in accordance with the provisions of Section 3 of this
Article.  One person may hold two or more offices, except those of
president and chief financial officer.
 
     Section 2.  Election.  The officers of the corporation, except such
officers as may be elected or appointed in accordance with the
provisions of Section 3 or Section 5 of this Article, shall be chosen
by, and shall serve at the pleasure of, the Board, and shall hold their
respective offices until their resignation, removal, or other
disqualification from service, or until their respective successors
shall be elected, subject to the rights, if any, of an officer under any
contract of employment.
 
 
     Section 3.  Subordinate Officers.  The Board may elect, and may
empower the President to appoint, such other officers as the business of
the corporation may require, each of whom shall hold office for such
period, have such authority, and perform such duties as are provided in
these Bylaws or as the Board may from time to time determine.
 
     Section 4.  Removal and Resignation.  Subject to the rights, if
any, of an officer under any contract of employment, any officer may be
removed, either with or without cause, by the Board at any time, or,
except in the case of an officer chosen by the Board, by any officer
upon whom such power of removal may be conferred by the Board. 
 
     Any officer may resign at any time by giving written notice to the
corporation, but without prejudice to the rights, if any, of the
corporation under any contract to which the officer is a party.  Any
such resignation shall take effect at the date of the receipt of such
notice or at any later time specified therein; and, unless otherwise
specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
 
     Section 5.  Vacancies.  A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be
filled in the manner prescribed in these Bylaws for regular election or
appointment to such office.
 
     Section 6.  Chairman of the Board.  The Chairman of the Board, if
there shall be such an officer, shall, if present, preside at all
meetings of the Board and of the shareholders, and exercise and perform
such other powers and duties as may be from time to time assigned by the
Board.
 
     Section 7.  Vice Chairman.  The Vice Chairman of the Board, if
there shall be such an officer, shall, in the absence of the Chairman of
the Board of Directors, preside at all meetings of the Board and of the
shareholders, and exercise and perform such other powers and duties as
may be from time to time assigned by the Board.
 
     Section 8.  President.  Subject to such powers, if any, as may be
given by the Board to the Chairman of the Board, if there be such an
officer, the President is the General Manager and Chief Executive
Officer of the corporation and has, subject to the control of the Board,
general supervision, direction, and control of the business and officers
of the corporation.  In the absence of both the Chairman of the Board
and the Vice Chairman, or if there be none, the President shall preside
at all meetings of the shareholders and at all meetings of the Board. 
The President has the general powers and duties of management usually
vested in the office of President and General Manager of a corporation
and such other powers and duties as may be prescribed by the Board.
 
     Section 9.  Vice Presidents.  In the absence or disability of the
President, the Vice Presidents in order of their rank as fixed by the
Board or, if not ranked, the Vice President designated by the Board,
shall perform all the duties of the President, and when so acting shall
have all the powers of, and be subject to all the restrictions upon, the
President.  The Vice Presidents shall have such other powers and perform
such other duties as from time to time may be prescribed for them
respectively by the Board or the Bylaws, and the President, or the
Chairman of the Board.
 
     Section 10.  Secretary.  The Secretary shall keep or cause to be
kept, at the principal office and such other place as the Board may
order, a book of minutes of all the meetings of shareholders, the Board,
and its committees, with the time and place of holding, whether regular
or special, and, if special, how authorized, the notice thereof given,
the names of those present or represented at shareholders' meetings, and
the proceedings thereof.
 
     The Secretary shall keep, or cause to be kept, a copy of the Bylaws
of the corporation at the principal office or business office in
accordance with Section 213 of the California General Corporation Law. 
The Secretary shall keep, or cause to be kept, at the principal office
or at the office of the corporation's transfer agent or registrar, if
one be appointed, a share register, or a duplicate share register,
showing the names of the shareholders and their addresses, the number
and classes of shares held by each, the number and date of certificates
issued for the same, and the number and date of cancellation of every
certificate surrendered for cancellation.
 
     The Secretary shall give, or cause to be given, notice of all the
meetings of the shareholders, of the Board and of any committees thereof
required by these Bylaws or by law to be given, shall keep the seal of
the corporation in safe custody, and shall have such other powers and
perform such other duties as may be prescribed by the Board. 
 
     Section 11.  Assistant Secretary.  The Assistant Secretary or the
Assistant Secretaries, in the order of their seniority, shall, in the
absence or disability of the Secretary, or in the event of such
officer's refusal to act, perform the duties and exercise the powers of
the Secretary, and shall have such additional powers and discharge such
duties as may be assigned from time to time by the President or by the
Board of Directors.
 
     Section 12.  Chief Financial Officer.  The Chief Financial Officer
shall keep and maintain, or cause to be kept and maintained, adequate
and correct books and records of the properties and business
transactions of the corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, retained
earnings, and shares, and shall send or cause to be sent to the
shareholders of the corporation such financial statements and reports as
are by law or these Bylaws required to be sent to them.  The books of
account shall at all times be open to inspection by any director of the
corporation.
 
     The Chief Financial Officer shall deposit all monies and other
valuables in the name and to the credit of the corporation with such
depositaries as may be designated by the Board.  The Chief Financial
Officer shall disburse the funds of the corporation as may be ordered by
the Board, shall render to the President and directors, whenever they
request it, an account of all transactions as Chief Financial Officer
and of the financial condition of the corporation, and shall have such
other powers and perform such other duties as may be prescribed by the
Board.
 
     Section 13.  Assistant Treasurer.  The Assistant Treasurer or the
Assistant Treasurers, in the order of their seniority, shall, in the
absence or disability of the Chief Financial Officer, or in the event of
such officer's refusal to act, perform the duties and exercise the
powers of the Chief Financial Officer, and shall have such additional
powers and discharge such duties as may be assigned from time to time by
the President or by the Board of Directors.
 
     Section 14.  Salaries.  The salaries of the officers shall be fixed
from time to time by the Board of Directors and no officer shall be
prevented from receiving such salary by reason of the fact that such
officer is also a director of the corporation.
 
     Section 15.  Officers Holding More Than One Office.  Any two or
more offices, except those of President and Chief Financial Officer, may
be held by the same person, but no officer shall execute, acknowledge or
verify any instrument in more than one capacity. 
 
     Section 16.  Inability to Act.  In the case of absence or inability
to act of any officer of the corporation and of any person herein
authorized to act in his place, the Board may from time to time delegate
the powers or duties of such officer to any other officer, or any
director or other person whom it may select. 
 
 
     ARTICLE V
 
     Other Provisions
 
     Section 1.  Inspection of Corporate Records.  The corporation shall
keep at its principal executive office a record of its shareholders,
giving the names and addresses of all shareholders and the number and
class of shares held by each shareholder.  A shareholder or shareholders
of the corporation holding at least five percent (5%) in the aggregate
of the outstanding voting shares of the corporation may:
 
          (a)  Inspect and copy the record of shareholders' names and
addresses and shareholdings during usual business hours upon five
business days' prior notice demand upon the corporation; or 
 
          (b)  Obtain from the transfer agent, if any, for the
corporation, upon five business days' prior written demand and upon the
tender of its usual charges for such a list (the amount of which charges
shall be stated to the shareholder by the transfer agent upon request),
a list of the shareholders' names and addresses who are entitled to vote
for the election of directors and their shareholdings, as of the most
recent record date for which it has been compiled or as of the date
specified by the shareholder subsequent to the date of demand.
 
     Section 2.  Inspection of Bylaws.  The corporation shall keep at
its principal office the original or a copy of these Bylaws as amended
to date which shall be open to inspection by shareholders at all
reasonable times during business hours. 
 
     Section 3.  Endorsement of Documents, Contracts.  Subject to the
provisions of applicable law, any note, mortgage, evidence of
indebtedness, contract, share certificate, conveyance, or other
instrument in writing and any assignment or endorsements thereof
executed or entered into between this corporation and any other person,
when signed by the President or any Vice President and the Treasurer or
any Assistant Treasurer of this corporation shall be valid and binding
upon this corporation in the absence of actual knowledge on the part of
the other person that the signing officers did not have the authority to
execute the same.  Any such instruments may be signed by any other
person or persons and in such manner as from time to time shall be
determined by the Board, and, unless so authorized by the Board, no
officer, agent, or employee shall have any power or authority to bind
the corporation by any contract or arrangement or to pledge its credit
or to render it liable for any purpose or amount.
 
     Section 4.  Certificates of Stock.  Every holder of shares of the
corporation shall be entitled to have a certificate signed in the name
of the corporation by the President or Vice President and by the Chief
Financial Officer or Assistant Financial Officer or by the Secretary or
Assistant Secretary, certifying the number of shares and the class or
series of shares owned by the shareholder.  Any or all of the signatures
on the certificates may be facsimile.  If any officer, transfer agent,
or registrar who has signed a certificate shall have ceased to be such
officer, transfer agent, or registrar before such certificate is issued,
it may be issued by the corporation with the same effect as if such
person were an officer, transfer agent, or registrar at the date of
issue.
 
     Except as provided in this Section, no new certificate for shares
shall be issued in lieu of an old one unless the latter is surrendered
and cancelled at the same time.  The Board may, however, in case any
certificate for shares is alleged to have been lost, stolen, or
destroyed, authorize the issuance of a new certificate in lieu thereof,
and the corporation may require that the corporation be given a bond or
other adequate security sufficient to indemnify it against any claim
that may be made against it (including expense or liability) on account
of the alleged loss, theft, or destruction of such certificate or the
issuance of such new certificate.
 
     Prior to the due presentment for registration of transfer in the
stock transfer book of the corporation, the registered owner shall be
treated as the person exclusively entitled to vote, to receive
notifications and otherwise to exercise all the rights and powers of an
owner, except as expressly provided otherwise by the laws of the State
of California.
 
     Section 5.  Representation of Shares of Other Corporations.  The
President or any other officer or officers authorized by the Board or
the President are each authorized to vote, represent, and exercise on
behalf of the corporation all rights incident to any and all shares of
any other corporation or corporations standing in the name of the
corporation.  The authority herein granted may be exercised by any such
officer in person or by any other person authorized to do so by proxy or
power of attorney duly executed by said officer.
 
     Section 6.  Annual Report to Shareholders.  Except when this
corporation has 100 or more holders of record of its shares (determined
as provided in Section 605 of the Corporations Code), the annual report
to shareholders referred to in Section 1501 of the California General
Corporation Law is expressly waived, but nothing herein shall be
interpreted as prohibiting the Board from issuing annual or other
periodic reports to shareholders.
 
     Section 7.  Seal.  The corporate seal of the corporation shall
consist of two concentric circles, between which shall be the name of
the corporation, and in the center shall be inscribed the word
"Incorporated" and the date of its incorporation.
 
     Section 8.  Fiscal Year.  The fiscal year of the corporation shall
begin on the first day of January and end on the 31st day of December of
each year.
 
     Section 9.  Construction and Definitions.  Unless the context
otherwise requires, the general provisions, rules of construction, and
definitions contained in the California General Corporation Law shall
govern the construction of these Bylaws.  Without limiting the
generality of this provision, the singular number includes the plural,
the plural number includes the singular, and the term "person" includes
both a corporation and a natural person.
 
     Section 10.  Bylaw Provision Contrary to or Inconsistent with
Provisions of Law.  Any article, section, subsection, subdivision,
sentence, clause or phrase of these Bylaws which, upon being construed
in the manner provided in Section 9 of this Article, shall be contrary
to or inconsistent with any applicable provision of the California
General Corporation Law or other applicable law of the State of
California or of the United States shall not apply so long as said
provisions of law shall remain in effect, but such result shall not
affect the validity or applicability of any other portions of these
Bylaws, it being hereby declared that these Bylaws would have been
adopted and each article, section, subsection, subdivision, sentence,
clause or phrase thereof, irrespective of the fact that any one or more
articles, sections, subsections, subdivisions, sentences, clauses or
phrases is or are illegal.
 
 
ARTICLE VI
 
     Indemnification
 
     Section 1. Extent of Indemnification.  The Corporation shall have
the power to indemnify agents (as defined in Section 317 of the
California Corporations Code), including directors, officers and
employees, in accordance with the provisions of Section 317 or as
otherwise permitted under the Corporation's Articles of Incorporation. 
 
     Section 2.  Expense Advancement.  Expenses incurred in defending
any proceeding may be advanced by the Corporation prior to the final
disposition of such proceeding upon receipt of an undertaking by or on
behalf of the agent to repay such amount unless it shall be determined
ultimately that the agent is entitled to be indemnified.
 
     Section 3.  Insurance.  The Corporation may purchase and maintain
insurance on behalf of any agent of the Corporation against any
liability asserted against or incurred by the agent in such capacity or
arising out of the agent's status as such whether or not the Corporation
would have the power to indemnify the agent against such liability under
the provisions of Section 317 of the California Corporations Code.
 
 
     ARTICLE VII
 
     Amendments
 
     Section 1.  Amendment By Shareholders.  New Bylaws may be adopted
or these Bylaws may be amended or repealed by the vote or written
consent of holders of a majority of the outstanding shares entitled to
vote; provided, however, that if the Articles of the corporation set
forth the number of authorized directors of the corporation, the
authorized number of directors may be changed only by an amendment of
the Articles.
 
     Section 2.  Amendment By Directors.  Subject to the rights of the
shareholders as provided in Section 1 of this Article VII, Bylaws, other
than a bylaw or an amendment of a bylaw changing the authorized number
of directors, may be adopted, amended, or repealed by the Board of
Directors.