THE BOMBAY COMPANY, INC.
 
BYLAWS
 
(RESTATED - EFFECTIVE MAY 21, 1997)
 
 
ARTICLE I
 
OFFICES.
 
     SECTION 1.        REGISTERED OFFICE.  The registered office of the
Corporation in the State of Delaware shall be located in the City of Dover,
County of Kent, State of Delaware, and the name of the resident agent in charge
thereof shall be The Prentice-Hall Corporation System, Inc.
 
     SECTION 2.   OTHER OFFICES.  The principal office of the Corporation and
such other offices as may be deemed appropriate shall be at such place or places
as the Board of Directors may from time to time appoint or the business of the
Corporation may require.
 
 
                                  ARTICLE II
 
                          MEETINGS OF STOCKHOLDERS.
 
     SECTION 1.   PLACE OF MEETING.  All meetings of the stockholders for the
election of directors shall be held at such place within or without the State of
Delaware as the Board of Directors may designate, provided that at least ten
(10) days' notice must be given to the stockholders entitled to vote thereat of
the place so fixed.  Meetings of stockholders for any other purpose may be held
at such place and time as shall be stated in the notice of the meeting.
 
     SECTION 2.   ANNUAL MEETING.  The Annual Meeting of Shareholders shall be
held annually on such a date and at such time as shall be designated from time
to time by the Board of Directors and stated in the Notice of Meeting in
accordance with the General Corporation Laws of the State of Delaware, at which
meeting the shareholders shall elect directors by plurality vote and shall
transact such other business as may properly be brought before the meeting.
 
     SECTION 3.   SPECIAL MEETINGS.  Special meetings of the stockholders for
any purpose or purposes, unless otherwise prescribed by statute or the
Certificate of Incorporation, may be called by the directors by resolution
adopted by a vote of the majority.
 
     SECTION 4.   NOTICE.  Written or printed notice of every meeting of
stockholders, annual or special, stating the time and place thereof, and, if a
special meeting, the purpose or purposes in general terms for which the meeting
is called, shall not be less than ten (10) days before such meeting be served
upon or mailed to each stockholder entitled to vote thereat, at his address as
it appears upon the books of the Corporation, or, if such stockholder shall have
filed with the Secretary of the Corporation a written request that notices
intended for him be mailed to some other address, then to the address designated
in such request.
 
     SECTION 5.   QUORUM.  Except as otherwise provided by law or by the
Certificate of Incorporation, the presence in person or by proxy at any meeting
of stockholders of the holders of a majority of the shares of the capital stock
of the Corporation issued and outstanding and entitled to vote thereat shall be
requisite and shall constitute a quorum.  If, however, such majority shall not
be represented at any meeting of the stockholders regularly called, the holders
of a majority of the shares present in person or by proxy and entitled to vote
thereat shall have power to adjourn the meeting to another time, or to another
time and place, without notice other than announcement of adjournment at the
meeting, and there may be successive adjournments for like cause and in like
manner until the requisite amount of shares entitled to vote at such meeting
shall be represented.  At such adjourned meeting at which the requisite amount
of shares entitled to vote thereat shall be represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.
 
     SECTION 6.   VOTES.  At each meeting of stockholders every stockholder
shall have one vote for each share of Common Stock entitled to vote and the
vote, if any, which was fixed pursuant to the Certificate of Incorporation for
each share of Preferred Stock which is registered in the stockholder's name on
the books of the Corporation on the date on which the transfer books were
closed, if closed, or on the date set by the Board of Directors for the
determination of stockholders entitled to vote at such meeting.  At each such
meeting, every stockholder shall be entitled to vote in person, or by proxy
appointed by an instrument in writing subscribed by such stockholder and bearing
a date not more than three (3) years prior to the meeting in question, unless
said instrument provides for a longer period during which it is to remain in
force.
 
     At all meetings of the stockholders, a quorum being present, all matters
shall be decided by a majority vote of the shares of stock entitled to vote held
by stockholders present in person or by proxy, except as otherwise required by
the Certificate of Incorporation or the laws of the State of Delaware.  Unless
so directed by the chairman of the meeting, or required by the laws of the State
of Delaware, the vote thereat on any question need not be by ballot.
 
     On a vote by ballot, each ballot shall be signed by the stockholder voting,
or in his name by his proxy, if there be such proxy, and shall state the number
of shares voted by him and the number of votes to which each share is entitled.
On a vote by ballot, the chairman shall appoint two inspectors of election, who
shall first take and subscribe an oath or affirmation faithfully to execute the
duties of inspector at such meeting with strict impartiality and according to
the best of their ability and who shall take charge of the polls and after the
balloting shall make a certificate of the result of the vote taken; but no
director or candidate for the office of director shall be appointed as such
inspector.
 
     SECTION 7.   STOCK LIST.  At least ten (10) days before every election of
directors, a complete list of stockholders entitled to vote at such election,
arranged in alphabetical order, with the residence of each and the number of
voting shares held by each shall be prepared by the Secretary.  Such list shall
be open at the place where the election is to be held for said ten (10) days, to
the examination of any stockholder entitled to vote at that election and shall
be produced and kept at the time and place of election during the whole time
thereof, and subject to the inspection of any stockholder who may be present.
 
 
                                 ARTICLE III
 
                                  DIRECTORS
 
     SECTION 1.   NUMBER.  The business and property of the Corporation shall be
conducted and managed by a Board consisting of such number of directors, but not
less than three (3) nor more than nine (9), as may be fixed from time to time by
resolution adopted by the Board or as set forth in the Articles of
Incorporation.  Directors need not be stockholders.
 
     SECTION 2.   TERM OF OFFICE.  Except as otherwise provided by law or the
Certificate of Incorporation, each director shall hold office until the annual
meeting of stockholders held in the third year following the year of such
director's election, and until such director's successor is duly elected and
qualified or until such director's earlier death or resignation.  Directors
shall retire from the Board at the Board meeting held in conjunction with the
annual stockholders meeting following such director's 70th birthday.
 
     SECTION 3.   CHAIRMAN OF THE BOARD.  The Chairman of the Board shall
preside at all meetings of the stockholders and of the Board of Directors.
 
     SECTION 4.   VACANCIES.  If any vacancy shall occur among the directors, or
if the number of directors shall at any time be increased, the directors in
office, although less than a quorum, by a majority vote may fill the vacancies
or newly created directorships.  When one or more directors shall resign from
the Board of Directors, effective at a future date, a majority of the directors
then in office, including those who have so resigned, shall have power to fill
such vacancy or vacancies, the vote thereon to take effect when such resignation
or resignations shall become effective, and each director so chosen shall hold
office as herein provided in the filling of other vacancies.
 
     SECTION 5.   MEETING.  Meetings of the Board of Directors shall be held at
such place within or without the State of Delaware as may from time to time be
fixed by resolution of the Board of Directors or by the Chairman of the Board,
or by the President or as may be specified in the notice or waiver of notice of
any meeting.  Meetings may be held at any time upon the call of the Chairman of
the Board, the President or the Secretary or any two (2) of the directors in
office by oral, telegraphic, or written notice, duly served or sent or mailed to
each director not less than one (1) day before such meeting.  Meetings may be
held at any time and place without notice if all the directors are present, or
if those not present shall in writing or by telegram or cable waive notice
thereof.  A regular meeting of the Board of Directors may be held without notice
immediately following the annual meeting of stockholders at the place where such
annual meeting is held.  Regular meetings of the Board may also be held without
notice at such time and place as shall from time to time be determined by
resolution of the Board of Directors.
 
     SECTION 6.   QUORUM.  One-third, but not less than two (2), of the
directors shall constitute a quorum for the transaction of business.  If at any
meeting of the Board of Directors there shall be less than a quorum present, a
majority of those present may adjourn the meeting from time to time without
notice other than announcement of the adjournment at the meeting, and at such
adjourned meeting at which a quorum is present any business may be transacted
which might have been transacted at the meeting as originally notified.
 
     SECTION 7.   COMPENSATION.  The directors may be paid their expenses, if
any, of attendance at each meeting of the Board of Directors, a fixed sum for
attendance at each meeting of the Board of Directors and/or a stated fee as
director.  No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.  Members
of the Executive Committee and/or of other committees may be allowed like
compensation and reimbursement of expenses for attending committee meetings.
 
 
                                  ARTICLE IV
 
                  EXECUTIVE COMMITTEE AND OTHER COMMITTEES.
 
     SECTION 1.   EXECUTIVE COMMITTEE.  The Board of Directors may, by
resolution passed by a majority of the whole Board, appoint an Executive
Committee of two (2) or more members, to serve during the pleasure of the Board
of Directors, to consist of such directors as the Board of Directors may from
time to time designate.  The Chairman of the Executive Committee shall be
designated by the Board of Directors.
 
     SECTION 2.   PROCEDURE.  The Executive Committee, by a vote of a majority
of its members, shall fix its own times and places of meeting, shall determine
the number of its members constituting a quorum for the transaction of business,
and shall prescribe its own rules of procedure, no change in which shall be made
save by a majority vote of its members.
 
     SECTION 3.   POWERS.  The Executive Committee shall have the responsibility
to act for the Board of Directors, within the specified limits of its authority.
The Executive Committee shall formulate an Executive Committee Charter, to be
approved by the Board of Directors, setting forth the Committee's duties and
responsibilities and establishing the limits of its authority.
 
     SECTION 4.   MINUTES.  The Executive Committee shall keep regular minutes
of its proceedings and all action by the Executive Committee shall be reported
to the Board of Directors at its next meeting.  Such action shall be subject to
review by the Board of Directors, provided that no rights of third parties shall
be affected by such review.
 
     SECTION 5.   OTHER COMMITTEES.  From time to time the Board of Directors,
by the affirmative vote of a majority of the whole Board of Directors, may
appoint other committees for any purpose or purposes, and such committees shall
have such powers as shall be conferred by the resolution of appointment, and as
shall be permitted by law.
 
 
                                  ARTICLE V
 
                                  OFFICERS.
 
     SECTION 1.   OFFICERS.  The Board of Directors shall elect, as officers, a
President, one or more Vice Presidents (the number thereof to be determined by
the Board of Directors), a Treasurer and a Secretary, and in their discretion
one or more Assistant Secretaries, and Assistant Treasurers.  Such officers
shall be elected annually by the Board of Directors at its first meeting
following the annual meeting of stockholders, and each shall hold office until
the corresponding meeting of the Board of Directors in the next year and until
his successor shall have been duly elected and qualified, or until he shall have
died or resigned or shall have been removed in the manner provided herein.  The
powers and duties of two or more offices may be exercised and performed by the
same person, except the offices of President and Secretary.
 
     SECTION 2.   VACANCIES.  Any vacancy in any office may be filled for the
unexpired portion of the term by the Board of Directors at any regular or
special meeting.
 
     SECTION 3.   PRESIDENT.  The President shall be either the Chief Executive
Officer or the Chief Operating Officer of the Corporation.  Subject to the
direction of the Board of Directors, he shall have and exercise direct charge of
and general supervision over the business and affairs of the Corporation and
shall perform such other duties as may be assigned to him from time to time by
the Board of Directors.
 
     SECTION 4.   VICE PRESIDENTS.  The Vice Presidents shall, in the order of
their seniority or in such order as may be specified by the Board of Directors,
have and perform all the powers and duties of the President, in his absence or
disability, and shall in addition have and exercise such powers and shall
perform such duties as from time to time may be conferred upon or assigned to
them by the Board of Directors or as may be delegated to them by the Chairman of
the Board or the President.
 
     SECTION 5.   TREASURER.  The Treasurer shall have charge of and be
responsible for all funds, securities, receipts and disbursements of the
Corporation, and shall deposit, or cause to be deposited, in the name of the
Corporation, all monies or other valuable effects in such banks, trust companies
or other depositaries as shall, from time to time, be selected by the Board of
Directors; he may endorse for collection on behalf of the Corporation, checks,
notes and other obligations; he may sign receipts and vouchers for payments made
to the Corporation; singly or jointly with another person as the Board of
Directors may authorize, he may sign checks of the Corporation and pay out and
dispose of the proceeds under the direction of the Board of Directors; he shall
cause to be kept correct books of account of all the business and transactions
of the Corporation, shall see that adequate audits thereof are currently and
regularly made, and shall examine and certify the accounts of the Corporation;
he shall render to the Board of Directors, the Executive Committee, the Chairman
of the Board or to the President, whenever requested, an account of the
financial condition of the Corporation; he may sign with the President or a Vice
President, certificates of stock of the Corporation; and, in general, shall
perform all the duties incident to the office of a treasurer of a corporation,
and such other duties as from time to time may be assigned to him by the Board
of Directors.
 
     SECTION 6.   ASSISTANT TREASURERS.  The Assistant Treasurers in order of
their seniority shall, in the absence or disability of the Treasurer, perform
the duties and exercise the powers of the Treasurer and shall perform such other
duties as the President or the Board of Directors shall prescribe.
 
     SECTION 7.   SECRETARY.  The Secretary shall keep the minutes of all
meetings of the stockholders and of the Board of Directors in books provided for
the purpose; he shall see that all notices are duly given in accordance with the
provisions of law and these Bylaws; he shall be custodian of the records and of
the corporate seal or seals of the Corporation; he shall see that the corporate
seal is affixed to all documents, the execution of which, on behalf of the
Corporation, under its seal, is duly authorized and when the seal is so affixed
he may attest the same; he may sign, with the President or a Vice President,
certificates of stock of the
Corporation; and, in general, he shall perform all duties incident to the office
of a secretary of a corporation, and such other duties as from time to time may
be assigned to him by the Board of Directors.
 
     SECTION 8.   ASSISTANT SECRETARIES.  The Assistant Secretaries in order of
their seniority shall, in the absence or disability of the Secretary, perform
the duties and exercise the powers of the Secretary and shall perform such other
duties as the President or the Board of Directors shall prescribe.
 
     SECTION 9.   SUBORDINATE OFFICERS.  The Board of Directors may appoint such
subordinate officers as it may deem desirable.  Each such officer shall hold
office for such period, have such authority and perform such duties as the Board
of Directors may prescribe.  The Board of Directors may, from time to time,
authorize any officer to appoint and remove subordinate officers and to
prescribe the powers and duties thereof.
 
     SECTION 10.   COMPENSATION.  The Board of Directors shall have power to fix
the compensation of all officers of the Corporation.  It may authorize any
officer, upon whom the power of appointing subordinate officers may have been
conferred, to fix the compensation of such subordinate officers.
 
     SECTION 11.   REMOVAL.  Any officer of the Corporation may be removed, with
or without cause, by a majority vote of the Board of Directors at a meeting
called for that purpose.
 
     SECTION 12.   BONDS.  The Board of Directors may require any officer of the
Corporation to give a bond to the Corporation, conditional upon the faithful
performance of his duties, with one or more sureties and in such amount as may
be satisfactory to the Board of Directors.
 
                                  ARTICLE VI
 
                            CERTIFICATES OF STOCK
 
     SECTION 1.   FORM AND EXECUTION OF CERTIFICATES.  The interest of each
stockholder of the Corporation shall be evidenced by a certificate or
certificates for shares of stock in such form as may be prescribed from time to
time by law and by the Board of Directors.  The certificates of stock of each
class and series now authorized or which may hereafter be authorized by the
Certificate of Incorporation shall be consecutively numbered and signed by
either the President or a Vice President together either with the Secretary or
an Assistant Secretary or the Treasurer or an Assistant Treasurer of the
Corporation, and may be countersigned and registered in such manner as the Board
of Directors may prescribe, and shall bear the corporate seal or a printed or
engraved facsimile thereof.  Where any such certificate is signed by a transfer
agent or transfer clerk and by a registrar, the signatures of any such
President, Vice President, Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary upon such certificate may be facsimiles engraved or printed.
In case any officer or officers who shall have signed, or whose facsimile
signature or signatures shall have been placed upon, such certificate or
certificates shall have ceased to be such, whether because of death, resignation
or otherwise, before such certificate or certificates shall have been issued and
delivered, such certificate or certificates may nevertheless be issued and
delivered with the same effect as if such officer or officers had not ceased to
be such at the date of its issue and delivery.
 
     SECTION 2.   TRANSFER OF SHARES.  The shares of the stock of the
Corporation shall be transferred on the books of the Corporation by the holder
thereof in person or by his attorney lawfully constituted, upon surrender for
cancellation of certificates for the same number of shares, with an assignment
and power of transfer endorsed thereon or attached thereto, duly executed, with
such proof or guaranty of the authenticity of the signature as the Corporation
or its agents may reasonably require.  The Corporation shall be entitled to
treat the holder of record of any share or shares of stock as the holder in fact
thereof and accordingly shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person
whether or not it shall have express or other notice thereof, except as
otherwise  expressly provided by law.
 
     SECTION 3.   CLOSING OF TRANSFER BOOKS AND RECORD DATES.  The Board of
Directors may in its discretion prescribe, in advance, a record date not
exceeding sixty (60) nor less than ten (10) days prior to the date of any
meeting of the stockholders or prior to the last day on which the consent or
dissent of stockholders may be effectively expressed for any purpose without a
meeting, during which no transfer of stock on the books of the Corporation may
be made; or in lieu of prohibiting the transfer of stock, may fix, in advance, a
record date not more than sixty (60) nor less than ten (10) days prior to the
date of any meeting of stockholders or prior to the last day on which the
consent or dissent of stockholders may be effectively expressed for any purpose
without a meeting, as the time as of which stockholders entitled to notice of
and to vote at such a meeting or whose consent or dissent is required or may be
expressed for any purpose, as the case may be, shall be determined; and all
persons who were holders of record of voting stock at such time and no others
shall be entitled to notice of and to vote at such meeting or to express their
consent or dissent, as the case may be, notwithstanding any transfer of any
stock on the books of the Corporation after any record date fixed as aforesaid.
The Board of Directors may also, in its discretion, fix in advance a date not
exceeding sixty (60) days preceding the date fixed for the payment of any
dividend or the making of any distribution, or for the delivery of evidence of
rights, or evidences of interests arising out of any issuance, change,
conversion or exchange of capital stock, as a record date for the determination
of the stockholders entitled to receive or participate in any such dividend,
distribution, rights or interests, notwithstanding any transfer of any stock on
the books of the Corporation after any record date fixed as aforesaid, or, at
its option, in lieu of so fixing a record date, may prescribe in advance a
period not exceeding sixty (60) days prior to the date for such payment,
distribution or delivery during which no transfer of stock on the books of the
Corporation may be made.
 
     SECTION 4.   LOST OR DESTROYED CERTIFICATES.  In case of the loss or
destruction of any outstanding certificate of stock, a new certificate may be
issued upon the following conditions:
 
     The owner of said certificate shall file with the Secretary of the
Corporation an affidavit giving the facts in relation to the ownership, and in
relation to the loss or destruction of said certificate, stating its number and
the number of shares represented thereby; such affidavit to be in such form and
contain such statements as shall satisfy the President and Secretary that said
certificate has been accidentally destroyed or lost, and that a new certificate
ought to be issued in lieu thereof.  Upon being so notified, the President and
Secretary shall require such owner to file with the Secretary a bond in such
penal sum and in such form as they may deem advisable, and with a surety or
sureties approved by them, to indemnify and save harmless the Corporation from
any claim, loss, damage or liability which may be occasioned by the issuance of
a new certificate in lieu thereof.  Upon such bond being so filed, a new
certificate for the same number of shares shall be issued to the owner of the
certificate so lost or destroyed; and the transfer agent and registrar of stock,
if any, shall countersign and register such new certificate upon receipt of a
written order signed by the said President and Secretary, and thereupon the
Corporation will save harmless said transfer agent and registrar in the
premises.  Any Vice President may act hereunder in the stead of the President,
and an Assistant Secretary in the stead of the Secretary.  In case of the
surrender of the original certificate, in lieu of which a new certificate has
been issued, or the surrender of such new certificate, for cancellation, the
bond of indemnity given as a condition of the issue of such new certificate may
be surrendered.  A new certificate may be issued without requiring any bond when
in the judgment of the Board of Directors it is proper to do so.
 
 
                                 ARTICLE VII
 
                             CHECKS, NOTES, ETC.
 
     SECTION 1.   EXECUTION OF CHECKS, NOTES, ETC.  All checks and drafts on the
Corporation's bank accounts and all bills of exchange and promissory notes, and
all acceptances, obligations and other instruments for the payment of  money,
shall be signed by such officer or officers, agent or agents, as shall be
thereunto authorized from time to time by the Board of Directors.
 
     SECTION 2.   EXECUTION OF CONTRACTS, ASSIGNMENTS, ETC.   All contracts,
agreements, endorsements, assignments, transfers, stock powers, or other
instruments (except as provided in Sections 1 and 3 of this Article VII) shall
be signed by the President or any Vice President and by the Secretary or any
Assistant Secretary or the Treasurer or any Assistant Treasurer, or by such
other officer or officers, agent or agents, as shall be thereunto authorized
from time to time.
 
     SECTION 3.   EXECUTION OF PROXIES.  The President or a Vice President of
the Corporation may authorize from time to time the signature and issuance of
proxies to vote upon shares of stock of other companies standing in the name of
the Corporation.  All such proxies shall be signed in the name of the
Corporation by the President or a Vice President and by the Secretary or an
Assistant Secretary.
 
 
                                 ARTICLE VIII
 
                             WAIVERS AND CONSENTS
 
     SECTION 1.   WAIVERS.  Whenever under the provisions of any law or under
the provisions of the Certificate of Incorporation of the Corporation or these
Bylaws, the Corporation, or the Board of Directors or any committee thereof, is
authorized to take any action after notice to stockholders or the directors or
the members of such committee, or after the lapse of a prescribed period of
time, such action may be taken without notice and without the lapse of any
period of time if, at any time before or after such action be completed, such
requirements be waived in writing by the person or persons entitled to said
notice or entitled to participate in this action to be taken, or, in the case of
a stockholder, by his attorney thereunto authorized.
 
     SECTION 2.   CONSENTS.  Any action required or permitted to be taken at any
meeting of the Board of Directors or of any committee of the Board of Directors
may be taken without a meeting, if prior to such action a written consent
thereto is signed by all members of the Board of Directors or of such committee
as the case may be, and such written consent is filed with the minutes of
proceedings of the Board of Directors or of such committee.
 
 
                                  ARTICLE IX
 
                         DIVIDENDS AND RESERVE FUNDS.
 
     SECTION 1.   DIVIDENDS.  Except as otherwise provided by law or by the
Certificate of Incorporation, the Board of Directors may declare dividends out
of the surplus of the Corporation at such times and in such amounts as it may
from time to time designate.
 
     SECTION 2.   RESERVE FUNDS.  Before crediting net profits to the surplus in
any year, there may be set aside out of the net profits of the Corporation for
that year such sum or sums as the Board of Directors from time to time in its
absolute discretion may deem proper as a reserve fund or funds to meet
contingencies or for equalizing dividends or for repairing or maintaining any
property of the Corporation or for such other purpose as the Board of Directors
shall deem conducive to the interests of the Corporation.
 
 
                                  ARTICLE X
 
                             INSPECTION OF BOOKS.
 
     The Board of Directors shall determine from time to time whether, and if
allowed when and under what conditions and regulations, the accounts and books
of the Corporation (except such as may by statute be specifically open to
inspection) or any of them shall be open to the inspection of the stockholders;
and the stockholders' rights in this respect are and shall be restricted and
limited accordingly.
 
 
                                  ARTICLE XI
 
                                 FISCAL YEAR.
 
     The fiscal year of the Corporation shall end on the Saturday closest to the
end of January of each year unless another date shall be fixed by resolution of
the Board of Directors.  After such date is fixed, it may be changed for future
fiscal years at any time or from time to time by further resolution of the Board
of Directors.
 
 
                                 ARTICLE XII
 
                                    SEAL.
 
     The corporate seal shall be circular in form and shall contain the name of
the Corporation, the State of incorporation, and the words "Corporate Seal".
 
 
                                 ARTICLE XIII
 
                  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
     The Corporation agrees to hold harmless and indemnify each director and
officer, whether or not then in office (and his heirs and administrators), to
the full extent permitted by Section 145 of the General Corporation Law of the
State of Delaware or by any amendment thereof or other statutory provision
authorizing or permitting such indemnification adopted hereafter, for all
liability, including reasonable expenses, incurred by, imposed upon him in
connection with, or resulting from any action, suit or proceeding to which he
may be made a party by reason of his being or having been a director or officer
of the Corporation or any of its subsidiaries, or of any other corporation at
the request of the Corporation.  The foregoing right of reimbursement shall not
be exclusive of other rights to which such director or officer may be entitled
as a matter of law or contract.
 
 
                                 ARTICLE XIV
 
                                 AMENDMENTS.
 
     SECTION 1.   BY STOCKHOLDERS.  Except as otherwise provided in the
Certificate of Incorporation, these Bylaws may be amended by the affirmative
vote of the holders of 66 2/3% or more of the combined voting power of the
outstanding voting stock, voting together as a single class and cast at any
annual or special meeting of the stockholders if notice of the proposed
amendment shall have been contained in the notice of the meeting.
 
     SECTION 2.   BY DIRECTORS.  Except as otherwise specifically provided
herein, these Bylaws may be amended by the affirmative vote of a majority of the
Board of Directors, at any regular or special meeting thereof, if notice of the
proposed amendment shall have been contained in the notice of such meeting.  If
any Bylaw regulating an impending election of directors is adopted or amended or
repealed by the Board of Directors, there shall be set forth in the notice of
the next meeting of the stockholders for the election of directors, the Bylaw so
adopted or amended or repealed together with a concise statement of the changes
made.