FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C.  20549


(Mark One)

[ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
       THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended November 26, 1994

                                       OR

[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
       THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from [            ] to [            ]


Commission File Number 1-7832


                              PIER 1 IMPORTS, INC.
             (Exact name of registrant as specified in its charter)


       Delaware                                             75-1729843
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                        Identification Number)


             301 Commerce Street, Suite 600, Fort Worth, Texas 76102
           (Address of principal executive offices including zip code)


                                 (817) 878-8000
              (Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes [ X ].  No [   ].

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.


          Class                      Shares outstanding as of December 30, 1994
Common Stock, $1.00 par value                        37,729,944


                                     PART I
                                     ------

Item 1.  Financial Statements.
         --------------------
                              PIER 1 IMPORTS, INC.

                      CONSOLIDATED STATEMENT OF OPERATIONS
                     (In thousands except per share amounts)
                                   (Unaudited)


                                      Three Months Ended    Nine Months Ended 
                                      Nov. 26,  Nov. 27,    Nov. 26,  Nov. 27,
                                        1994      1993        1994      1993  
                                      --------  --------    --------  --------
Net sales                             $165,761  $163,457    $512,650  $503,491

Operating costs and expenses:
  Cost of sales (including
    buying and store occupancy)         99,664   100,435     310,969   312,945
  Selling, general and
    administrative expenses             51,146    49,115     151,770   143,448
  Depreciation and amortization          4,008     3,980      11,788    11,606
                                      --------  --------    --------  --------
                                       154,818   153,530     474,527   467,999
                                      --------  --------    --------  --------
      Operating income                  10,943     9,927      38,123    35,492

Interest income                            701       392       1,425     1,732
Interest expense                        (3,453)   (4,634)    (10,792)  (14,562)

Write-down of General Host
   securities                            7,543      --         7,543      --  
                                      --------  --------    --------  --------
Income before income taxes                 648     5,685      21,213    22,662

Provision for income taxes                 425     1,643       6,799     6,575
                                      --------  --------    --------  --------
Net income                            $    223  $  4,042    $ 14,414  $ 16,087
                                      ========  ========    ========  ========

Earnings per share                        $.01      $.11        $.38      $.43
                                          ====      ====        ====      ====
Average shares outstanding
  during period, including
  common stock equivalents              37,794    37,676      37,754    37,624
                                        ======    ======      ======    ======

The accompanying notes are an integral part of these financial statements.


                              PIER 1 IMPORTS, INC.

                           CONSOLIDATED BALANCE SHEET
                        (In thousands except share data)
                                   (Unaudited)

                                                November 26,   February 26,
                                                    1994           1994    
                                                ------------   ------------
ASSETS
Current assets:
   Cash, including temporary investments of
     $20,632 and $7,466, respectively             $ 35,023       $ 17,123
   Accounts receivable, net                         64,360         51,722
   Inventories                                     211,201        219,646
   Other current assets                             34,178         32,901
                                                  --------       --------
      Total current assets                         344,762        321,392
Properties, net                                    108,263        111,510
Other assets                                        29,419         30,400
                                                  --------       --------
                                                  $482,444       $463,302
                                                  ========       ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Notes payable and current portion of long-term
      debt                                        $ 15,892       $  2,639
   Accounts payable and accrued liabilities         77,943         89,772
                                                  --------       --------
      Total current liabilities                     93,835         92,411
Long-term debt                                     142,602        145,231
Deferred income taxes                                4,399          3,407
Other non-current liabilities                       25,157         21,160

Stockholders' equity:
   Common stock, $1.00 par, 100,000,000 shares 
      authorized, 37,709,000 and 37,617,000
      outstanding, respectively                     37,709         37,617
   Paid-in capital                                  93,013         92,670
   Retained earnings                                87,999         76,597
   Cumulative translation adjustments               (1,063)          (964)
   Less - 6,000 and 98,000 common shares in
      treasury, at cost, respectively                  (53)          (884)
   Less - subscriptions receivable and unearned 
      compensation                                  (1,154)        (1,369)
   Less - unrealized loss on marketable equity
      securities                                      --           (2,574)
                                                  --------       --------
                                                   216,451        201,093
                                                  --------       --------
                                                  $482,444       $463,302
                                                  ========       ========

The accompanying notes are an integral part of these financial statements.


                              PIER 1 IMPORTS, INC.

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)

                                                         Nine Months Ended     
                                                     November 26,  November 27,
                                                         1994          1993    
                                                     ------------  ------------
Cash flow from operating activities:
  Net income                                             $14,414       $16,087
  Adjustments to reconcile to net cash provided
    by/(used in) operating activities:
    Depreciation and amortization                         11,788        11,605
    Deferred taxes and other                               5,187         2,198
    Write-down of General Host securities                  7,543            --
    Changes in cash from:
      Inventories                                          7,453       (19,045)
      Accounts receivable and other current assets       (14,513)      (17,310)
      Accounts payable and accrued expenses               (5,652)        1,711
      Store-closing reserve                               (2,144)           --
      Other assets, liabilities and other, net              (923)        1,171
                                                         -------       -------
        Net cash provided by/(used in) operating
          activities                                      23,153        (3,583)
                                                         -------       -------
Cash flow from investing activities:
  Capital expenditures                                   (12,756)      (17,388)
  Payments for purchases of properties                    (1,010)       (2,342)
  Loan to Sunbelt Nursery Group, Inc.                     (9,600)       (1,000)
  Proceeds from Sunbelt Nursery Group, Inc.               11,600         2,105
  Other investing activities                              (1,593)       (4,259)
                                                         -------       -------
        Net cash used in investing activities            (13,359)      (22,884)
                                                         -------       -------
Cash flow from financing activities:
  Proceeds from sales of capital stock, treasury
    stock, and other                                         615           440
  Cash dividends                                          (3,009)       (2,624)
  Repayment of long-term debt                             (2,500)           --
  Net borrowings/(payments) under line of credit
    agreements                                            13,000        (5,500)
                                                         -------       -------
        Net cash provided by/(used in) financing
          activities                                       8,106        (7,684)
                                                         -------       -------
Change in cash                                            17,900       (34,151)
Cash at beginning of period                               17,123        73,585
                                                         -------       -------
Cash at end of period                                    $35,023       $39,434
                                                         =======       =======
The accompanying notes are an integral part of these financial statements.




                                                          PIER 1 IMPORTS, INC.

                                             CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                               FOR THE NINE MONTHS ENDED NOVEMBER 26, 1994
                                                             (In thousands)
                                                               (Unaudited)
Subscriptions Unrealized Loss Cumulative Receivable and on Marketable Total Common Paid-in Retained Translation Treasury Unearned Equity Stockholders' Stock Capital Earnings Adjustments Stock Compensation Securities Equity ------ ------- -------- ----------- -------- -------------- --------------- ------------- Balance February 26, 1994 $37,617 $92,670 $76,597 $ (964) $ (884) $(1,369) $(2,574) $201,093 Purchase of treasury stock (743) (743) Restricted stock grant and amortization (2) (61) 215 152 Stock purchase plan, exercise of stock options and other 92 345 (3) 1,635 2,069 Currency translation adjustments (99) (99) Unrealized loss on marketable equity securities 2,574 2,574 Cash dividends, declared or paid (3,009) (3,009) Net income 14,414 14,414 ------- ------- ------- ------- ------ ------- ------- -------- Balance November 26, 1994 $37,709 $93,013 $87,999 $(1,063) $ (53) $(1,154) $ -- $216,451 ======= ======= ======= ======= ====== ======= ======= ======== The accompanying notes are an integral part of these financial statements. PIER 1 IMPORTS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The accompanying unaudited financial statements should be read in conjunction with the Annual Report on Form 10-K for the year ended February 26, 1994. All adjustments that are, in the opinion of management, necessary for a fair statement of the financial position as of November 26, 1994, and the results of operations and cash flows for the interim periods ended November 26, 1994 and November 27, 1993 have been made and consist only of normal recurring adjustments. The results of operations for the three and nine months ended November 26, 1994 and November 27, 1993 are not indicative of results to be expected for the fiscal year because of, among other things, seasonality factors in the retail business. Note 1 - Investment in General Host Corporation common stock At the beginning of fiscal 1995, the Company adopted Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities" (SFAS 115). The adoption of this standard by the Company had no effect on the Company's financial position or results of operations for the first nine months of fiscal 1995. In November 1994, the Company concluded that the decline in the market value of its investment in General Host Corporation ("General Host") common stock was other than temporary. Accordingly, the Company recorded a special non-cash pre-tax charge of $7.5 million to reflect a write-down to the then current market value of the General Host stock. At November 26, 1994, the market value of the General Host common stock was substantially the same as the Company's new adjusted cost of $8.4 million. PART I ------ Item 2. Management's Discussion and Analysis of Financial ------------------------------------------------- Condition and Results of Operations. ----------------------------------- RESULTS OF OPERATIONS Pier 1 Imports, Inc. ("the Company") recorded net sales of $165.8 million and $512.7 million for the third quarter and nine-month periods of fiscal year 1995, increases of 1.4% and 1.8%, respectively, compared to the same periods of fiscal 1994. Reported sales for the current fiscal year do not include sales from 49 stores that are scheduled to close under the store- closing program, which was established at the end of fiscal 1994. Same-store sales for the third quarter and first nine months of fiscal 1995 both increased 3.3% compared to the same periods of fiscal 1994. The increase in same-store sales during the first nine months of fiscal 1995 resulted from a 10.8% sales increase in hard goods merchandise, such as furniture and decorative accessories, coupled with a 23.2% sales decrease in soft goods merchandise which includes clothing, jewelry, and accessories. Hard goods and soft goods sales contributed approximately 90% and 10%, respectively, of total sales for the first nine months of fiscal 1995. The Company closed 21 of the 49 stores included in the store-closing program and opened 38 through the third quarter of fiscal 1995. Store count aggregated 624 at the end of the third quarter of fiscal 1995 compared to 637 at the end of the third quarter of fiscal 1994. Gross profit, after related buying and store occupancy costs, expressed as a percentage of net sales, increased 130 basis points to 39.9% for the third quarter of fiscal 1995 and increased 150 basis points to 39.3% for the first nine months of fiscal 1995 compared to the same periods in fiscal 1994. These increases are primarily the result of a continued improvement in margins on furniture this fiscal year in addition to fewer clearance markdowns taken on clothing this fiscal year compared to last fiscal year. Store occupancy costs, as a percentage of net sales, improved 80 basis points to 15.5% for the third quarter and to 14.8% for the first nine months of fiscal 1995 versus last fiscal year's comparable periods. This improvement was achieved through the elimination of the results of underperforming stores in the store-closing program. Selling, general, and administrative expenses, expressed as a percentage of net sales, increased 90 basis points to 30.9% in the third quarter of fiscal 1995 and 110 basis points to 29.6% in the first nine months of fiscal 1995 compared to the same periods in fiscal 1994. In total dollars, expenses increased $2.0 million during the third quarter of fiscal 1995 over the same period in fiscal 1994 and increased $8.3 million during the first nine months of the current fiscal year compared to the same period last fiscal year. Fiscal 1995 third quarter expenses increased due to higher management bonus accruals and increased marketing costs. Expenses in the fiscal 1995 nine- month period increased as a result of these costs offset partially by lower net credit card expenses and the elimination of the expenses of stores in the store-closing program. Interest expense declined $1.2 million and $3.8 million for the third quarter and the first nine months of fiscal 1995, respectively, compared to the same periods of fiscal 1994. These decreases are primarily attributable to lower effective rates. At the beginning of fiscal 1995, the Company adopted Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities" (SFAS 115). The adoption of this standard by the Company had no effect on the Company's financial position or results of operations for the first nine months of fiscal 1995. In November 1994, the Company concluded that the decline in the market value of its investment in General Host Corporation ("General Host") common stock was other than temporary. Accordingly, the Company recorded a special non-cash pre-tax charge of $7.5 million to reflect a write-down to the then current market value of the General Host stock. The Company concluded that it would be unable to recover all of its initial investment in General Host after several favorable developments relating to General Host failed to have a positive impact on the market price of General Host common stock after passage of a reasonable period of time. The favorable developments relating to General Host included a store closing and cost reduction program, a change in the senior management of a major subsidiary of General Host, the sale in October 1994 by General Host of its 49.5% interest in Sunbelt Nursery Group, Inc. ("Sunbelt") to a third party for $4.2 million in cash and substantial improvement in current year first and second quarter results. The Company's effective tax rate for the nine-month period of fiscal 1995 was 32.1% compared to 29.0% for the same period of fiscal 1994. The increase is primarily due to the benefit of tax-favored investment income last fiscal year compared to this fiscal year. The Company expects that its effective tax rate for the 1996 fiscal year will approximate 36%. Operating income improved $1.0 million to $10.9 million during the fiscal 1995 third quarter and improved $2.6 million to $38.1 million for the nine-month period of fiscal 1995 compared to the same periods in fiscal 1994 due to slightly higher sales and improved margins. Before the special charge, net income aggregated $5.7 million or $0.15 per share for the third quarter of fiscal 1995 compared to $4.0 million or $0.11 per share for the fiscal 1994 third quarter. After the special charge in the third quarter of fiscal 1995, net income aggregated $223,000 or $0.01 per share. For the nine-month period of fiscal 1995, net income after the special charge aggregated $14.4 million or $0.38 per share compared to $16.1 million or $0.43 per share for the same period of fiscal 1994. On December 31, 1994, the U.S. Trade Representative (USTR) announced his intention to take retaliatory trade action against the People's Republic of China (P.R.C.) if it does not agree to address U.S. concerns about the P.R.C.'s lack of intellectual property rights and remedies by the P.R.C. The USTR issued a list of P.R.C. products whose tariff could be significantly raised if the U.S. and the P.R.C. cannot resolve their differences by February 4, 1995, the announced deadline of the current unfair trade practice investigation initiated pursuant to Section 301 of the 1988 Omnibus Trade and Competitiveness Act. The proposed list of goods scheduled for duty increases includes a number of goods imported by the Company from the P.R.C. At this time, it is not known which items would be included on such a list if it were to be implemented, as the USTR will receive comments to the list during the month of January with the announced date to finalize the list being February 4, 1995. Presently, the only action contemplated by the Company will be to file its objections to the list of goods imported by the Company from the P.R.C. that are not available in the U.S. in commercially reasonable quantities. Representatives of the U.S. and P.R.C. are expected to meet before February 4, 1995, to attempt to resolve the intellectual property issues. While the outcome of these discussions cannot be predicted, previously in 1992 the countries resolved trade barrier disagreements by a Memorandum of Understanding which precluded the implementation of a list of similarly sanctioned goods. LIQUIDITY AND CAPITAL RESOURCES Cash provided by operating activities was $23.2 million during the first nine months of fiscal 1995 compared to a $3.6 million use of cash from operations during the comparable period in fiscal 1994. This increase was largely due to reduced inventory levels in fiscal 1995 coupled with a slower growth of the Pier 1 credit card receivable during the first nine months of fiscal 1995 versus the same period of fiscal 1994. Cash used in investing activities was $13.4 million during the first nine months of fiscal 1995 compared to $22.9 million for the same period of fiscal 1994. The decline in the use of cash during fiscal 1995 is primarily due to a decrease in capital expenditures and a reduction in other investing activities. Cash provided by financing activities of $8.1 million for the current fiscal year included $13 million of short-term borrowings offset partially by $3.0 million of cash dividends paid this fiscal year and a $2.5 million sinking fund payment on long-term debt in the second quarter of fiscal 1995. Cash used in financing activities for the first nine months of fiscal 1994 included a $5.5 million net pay-down of short-term debt. During the first nine months of fiscal 1995, the Company paid cash dividends aggregating $0.08 per share, and has declared a cash dividend of $0.03 per share payable on February 22, 1995 to shareholders of record on February 8, 1995. The Company currently expects to continue paying modest cash dividends in fiscal 1996 and intends to retain most of its future earnings for expansion of the Company's business. Cash requirements of the store-closing program are estimated to aggregate $16 million in fiscal 1995 and will be funded through working capital and operations. Forty-nine (49) stores and the Canadian distribution center and administrative office are planned to close through the store- closing program during fiscal 1995, of which 21 stores have been closed and charged to the store-closing reserve. The remaining balance of the $21.3 million reserve was $15.9 million at November 26, 1994 which consisted of $14.5 million of lease termination costs, $1.0 million of interim operating losses and $0.4 million of severance and relocation costs. The components of the $5.4 million usage of the store-closing provision during the first nine months of fiscal 1995 consist of lease termination costs of $1.4 million, fixed asset write-downs of $2.1 million, interim operating losses of $0.7 million and inventory liquidation costs of $1.2 million. All of the remaining stores will either be closed or have substantially completed negotiations with landlords regarding lease settlements by the end of fiscal 1995. A total of 50 new stores are planned for the 1995 fiscal year, of which 38 stores were opened during the first nine months of fiscal 1995. Financing for new store land and building costs will be provided by operating leases. Related inventory and fixtures for the remaining stores are estimated to cost approximately $3.4 million, which will be funded by operations, working capital and bank lines of credit. The minimum operating lease commitments for fiscal 1995 are $23 million, and the present value of all existing minimum operating lease commitments is $349 million. Working capital requirements will continue to be provided by cash and $168.5 million in short-term revolving lines of credit at November 26, 1994. Under these lines of credit, $13 million was outstanding in the form of short-term borrowings and an additional $53 million was committed under letters of credit. The Company's current ratio at the end of the third quarter of fiscal 1995 was 3.7 to 1 compared to 3.5 to 1 at fiscal year end 1994 and 3.7 to 1 at the end of the third quarter of fiscal 1994. In April 1993, the Company sold its 49.5% interest in Sunbelt to General Host in exchange for 1,940,000 shares of General Host common stock. Subsequently, General Host paid a 5% stock dividend, resulting in the Company's holding 2,037,000 shares of General Host common stock. In connection with the sale, the Company had committed to provide Sunbelt up to $25 million of non-revolving store development financing and to provide Sunbelt a credit facility aggregating $12 million. In October 1994, in connection with the sale by General Host of its 49.5% interest in Sunbelt to a third party, the Company agreed to extend $22.8 million of the non- revolving store development financing to Sunbelt until June 30, 1998, at market rental rates, and the Company received payment of the amounts owed under the credit facility. Additionally, the Company guarantees approximately $3.5 million of other Sunbelt store lease obligations. In December 1994, the Company completed a private placement of $12.5 million principal amount of 8 1/2% exchangeable debentures due December 1, 2000, providing for mandatory exchange of the debentures into an aggregate of 2,037,000 shares of General Host common stock held by the Company. The net proceeds received by the Company from the sale of the exchangeable debentures was approximately $11 million. The Company intends to utilize the net proceeds, together with existing financial resources, for working capital and other general corporate purposes. PART II ------- Item 2. Change in Securities. -------------------- The Board of Directors amended the Company's bylaws to eliminate shareholder capability to call a special meeting of shareholders and to provide authority of the Board of Directors to set, and require notice to be given to the Board to request, the record date for any action proposed to be taken by the written consent of shareholders. On December 9, 1994, the Board of Directors announced a dividend of one common share purchase right payable on each share of the Company's common stock outstanding on December 21, 1994, pursuant to a Rights Agreement between the Company and First Interstate Bank of Texas, N.A., as rights agent. For a summary of the rights, see the Company's form 8-A registering the rights, as filed with the Securities and Exchange Commission on December 20, 1994. Item 6. Exhibits and Reports on Form 8-K. -------------------------------- (a) Exhibits See Exhibit Index. (b) Reports on Form 8-K On December 1, 1994, the Company filed a Current Report on Form 8-K, reporting a one-time non-cash pre-tax charge of approximately $7.5 million to write down the Company's carrying costs of its holdings of General Host common stock, and reporting the offering of a private placement of 8 1/2% exchangeable debentures; exchangeable at maturity into 2,037,000 shares of the common stock of General Host Corporation held by the Company. On January 5, 1995, the Company filed a Current Report on Form 8-K, reporting the issuance of common share purchase rights, payable on shares of common stock outstanding on December 21, 1994. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PIER 1 IMPORTS, INC. (Registrant) Date: January 10, 1995 By: /s/ Clark A. Johnson ---------------- ---------------------------------------- Clark A. Johnson, Chairman of the Board and Chief Executive Officer (Principal Executive Officer) Date: January 10, 1995 /s/ Robert G. Herndon ---------------- ---------------------------------------- Robert G. Herndon, Executive Vice President and Chief Financial Officer (Principal Financial Officer) Date: January 10, 1995 /s/ Susan E. Barley ---------------- ---------------------------------------- Susan E. Barley, Vice President and Controller (Principal Accounting Officer) EXHIBIT INDEX Exhibit No. Description - ------- ----------- 3(ii) Bylaws of the Company, Restated as of December 7, 1994 4 Rights Agreement, dated as of December 9, 1994, between the Company and First Interstate Bank, N.A., as rights agent, incorporated by reference to Exhibit 4 to the Company's Registration Statement on Form 8-A, Reg. No. 1-7832, filed December 20, 1994. 27 Financial Data Schedule for Nine-month Period
                                            (Restated as of December 7, 1994)




                                   BYLAWS
                                     OF
                            PIER 1 IMPORTS, INC.

                                      

                                 ARTICLE I.

                                   OFFICES

            Section 1.      The principal office shall be located in the
City of Fort Worth, County of Tarrant, State of Texas.

            Section 2.      The corporation may also have offices at such
other places within or without the State of Delaware as the Board of
Directors may from time to time determine, or as the business of the
corporation may require.


                                 ARTICLE II.

                          MEETINGS OF SHAREHOLDERS

            Section 1.      Meetings of the shareholders shall be held at
such place within or without the State of Delaware as shall be specified in
the notice of the meeting or in a waiver thereof.  If no place is specified
in such notice or waiver, then meetings may be held at the principal office
of the corporation in the State of Texas.

            Section 2.      An annual meeting of the shareholders,
commencing in the year 1987, shall be held on the date designated by the
Board of Directors in each year.  At such meeting the shareholders entitled
to vote thereat shall elect a Board of Directors by a majority vote present
in person or represented by proxy, and may transact such other business as
may properly be brought before the meeting.

            Section 3.      Special meetings of the shareholders may be
called by the Board of Directors, the Chairman of the Board or the President.

            Section 4.      Whenever shareholders are required or permitted
to take any action at a meeting, a written or printed notice stating the
place, date and hour of the meeting and, in the case of a special meeting,
the purpose or purposes for which the meeting is called, shall be delivered
not less than ten (10) nor more than sixty (60) days before the date of the
meeting, either personally or by mail, by or at the direction of the
President, the Secretary, or the officer or person calling the meeting, to
each shareholder of record entitled to vote at such meeting.  If mailed, such
notice shall be deemed to be delivered when deposited in the United States
mail, postage prepaid, and directed to the shareholder at his address as it
appears on the stock transfer books of the corporation.

            Section 5.      Business transacted at any special meeting shall
be confined to the purposes stated in the notice thereof.

            Section 6.      The holders of a majority of the shares entitled
to vote, represented in person or by proxy, shall constitute a quorum at
meetings of shareholders except as otherwise provided by statute, by the
Certificate of Incorporation or these Bylaws.  If, however, a quorum shall
not be present or represented at any meeting of the shareholders, the
shareholders present in person, or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement
at the meeting, until a quorum shall be present and represented.  At such
adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which may have been transacted at the meeting as
originally notified.  If the adjournment is for more than thirty (30) days,
or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each shareholder
of record entitled to vote at the meeting.

            Section 7.      The affirmative vote of the holders of a
majority of the shares entitled to vote and represented at a meeting at which
a quorum is present shall be the act of the shareholders, unless the vote of
a greater number is required by statute, by the Certificate of Incorporation
or these Bylaws.

            Section 8.      Each shareholder shall be entitled to one (1)
vote of each share of stock held by such shareholder, unless otherwise
provided by the Certificate of Incorporation or statute.

            Section 9.      Each shareholder entitled to vote at a meeting
of shareholders or to express consent or dissent to corporate action in
writing without a meeting may authorize another person or persons to act for
him by proxy, but no such proxy shall be voted or acted upon after eleven
(11) months from its date, unless the proxy provides for a longer period.  A
duly executed proxy shall be irrevocable if it states that it is irrevocable
and if, and only as long as, it is coupled with an interest sufficient in law
to support an irrevocable power.  A proxy may be made irrevocable regardless
of whether the interest with which it is coupled is an interest in the stock
itself or an interest in the corporation generally.

            Section 10.     The officer who has charge of the stock transfer
books of the corporation shall make, at least ten (10) days before each
meeting of shareholders, a complete list of the shareholders entitled to vote
at such meeting or any adjournment thereof, arranged in alphabetical order,
with the address of and number of shares held by each, which list, for a
period of not less than ten (10) days prior to such meeting, shall be open
for examination at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held, and shall be subject
to inspection by any shareholder at any time during ordinary business hours
for any purpose germane to the meeting.  Such list shall also be produced and
kept open at the time and place of the meeting, and shall be subject to the
inspection of any shareholder during the whole time of the meeting. The
original stock transfer books shall be the only evidence as to who are the
shareholders entitled to examine such list or transfer book or to vote in
person or by proxy at any meeting of shareholders.

            Section 11.     Nominations of persons for election to the Board
of Directors of the corporation and the proposal of other business to be
considered by the shareholders may be made at an annual meeting of
shareholders pursuant to the corporation's notice of meeting (a) by or at the
direction of the Board of Directors or (b) by any shareholder of the
corporation who is a shareholder of record at the time of giving of notice
provided for in this Section, who shall be entitled to vote for the election
of directors at the meeting and who complies with the notice procedures set
forth in this Section.

            For nominations or other business to be properly brought by a
shareholder before an annual meeting, the shareholder must have given timely
notice thereof in writing to the Secretary of the corporation, and such
business must be a proper subject for shareholder action under the Delaware
General Corporation Law.  To be timely, a shareholder's notice shall be
delivered to the Secretary at the principal executive offices of the
corporation not less than 60 days nor more than 90 days prior to the first
anniversary of the preceding year's annual meeting; provided, however, that
in the event that the date of the annual meeting is advanced by more than 30
days or delayed by more than 60 days from such anniversary date, notice by
the shareholder to be timely must be so delivered not earlier than the 90th
day prior to such annual meeting and not later than the close of business on
the later of 60th day prior to such annual meeting or the 10th day following
the day on which public announcement of the date of such meeting is first
made; and provided further, however, that in the event that the number of
directors to be elected to the Board of Directors of the corporation shall be
increased from the number elected at the preceding annual or special meeting
and there shall have been no public announcement specifying the size of the
increased Board of Directors made by the corporation at least 70 days prior
to the first anniversary of the preceding year's annual meeting, a
shareholder's notice shall also be considered timely, but only with respect
to nominees for any new positions created by such increase, if such notice
shall be delivered to the Secretary at the principal executive offices of the
corporation not later than the close of business on the 10th day following
the day on which such public announcement is first made by the corporation. 
"Public announcement" as used herein shall mean disclosure in a press release
reported by the Dow Jones News Service or comparable national news service or
in a document publicly filed by the corporation with the Securities and
Exchange Commission pursuant to Section 13, 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").  A shareholder's
notice shall set forth (i) as to each person whom the shareholder proposes to
nominate for election or reelection as a director, all information relating
to such person that is required to be disclosed in solicitations of proxies
for election of directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Exchange Act, including such person's written
consent to being named in the proxy statement as a nominee and to serving as
a director if elected; (ii) as to any other business that the shareholder
proposes to bring before the meeting, a brief description of the business
desired to be brought before the meeting, the reasons for conducting such
business at the meeting and any interest in such business of such shareholder
and the beneficial owner, if any, on whose behalf the proposal is made; and
(iii) as to the shareholder giving the notice and the beneficial owner, if
any, on whose behalf the nomination or proposal is made (A) the name and
address of such shareholder, as they appear on the corporation's books, and
of such beneficial owner, and (B) the class and number of shares of the
corporation that are owned beneficially and of record by such shareholder and
such beneficial owner.

            Only such persons who are nominated in accordance with the
procedures set forth in this Section shall be eligible for election as
directors at any meeting of shareholders.  Only such business shall be
conducted at a meeting of shareholders as shall have been brought before the
meeting in accordance with the procedures set forth in this Section.  The
chairman of the meeting shall have the power and duty to determine whether a
nomination or any business proposed to be brought before the meeting shall
have been made in accordance with the procedures set forth in this Section
and, if any proposed nomination or business shall not be in compliance with
this Section, to declare that such defective nomination or proposal shall be
disregarded.

            Notwithstanding the foregoing provisions of this Section, a
shareholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this Section.  Nothing in this Section shall affect any
rights or requirements of shareholders regarding the inclusion of proposals
in the corporation's proxy statement pursuant to Rule 14a-8 under the
Exchange Act.

            Section 12.     Any action required by statute to be taken at
any annual or special meeting of the shareholders, or any action which may be
taken at any annual or special meeting of the shareholders, may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the
shareholders 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.  In order that the
corporation may determine the shareholders entitled to consent to corporate
action in writing without a meeting, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which date
shall not be more than 10 days after the date the resolution fixing the
record date is adopted by the Board of Directors.  Any shareholder of record
seeking to have the shareholders authorize or take corporate action by
written consent shall, by written notice to the Secretary delivered to the
corporation's principal office, request the Board of Directors to fix a
record date.  The Board of Directors shall promptly, but in all events within
10 days after the date on which such a request is received, adopt a
resolution fixing the record date.  If the Board of Directors shall not have
acted within 10 days after the date on which such a request was received, the
record date for determining shareholders entitled to consent to corporate
action in writing without a meeting, when no prior action by the Board of
Directors is required by applicable law, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken
is delivered to the corporation by delivery to its principal office or the
registered office in the State of Delaware.  Delivery made to the
corporation's principal or registered office shall be by hand or by certified
or registered mail, return receipt requested.  If no record date has been
fixed by the Board of Directors and prior action by the Board of Directors is
required by applicable law, the record date for determining shareholders
entitled to consent to corporate action in writing without a meeting shall be
at the close of business on the date on which the Board of Directors adopts
the resolution taking such prior action.


                                ARTICLE III.

                                  DIRECTORS

            Section 1.      The number of directors of the corporation shall
be not less than three (3) nor more than nine (9), as fixed from time to time
by the Board of Directors or the shareholders of this corporation.  Directors
may be elected by a voice vote or by a show of hands unless a shareholder
entitled to vote objects, in which case written ballots shall be used.  The
directors shall be elected at the annual meeting of the shareholders, except
as otherwise provided in these Bylaws, and each director elected shall hold
office until his successor is elected and qualified.  Directors need not be
residents of the State of Delaware or shareholders of the corporation.

            Section 2.      Any director or the entire Board of Directors
may be removed with or without cause by the affirmative vote of the holders
of a majority of the shares entitled to vote at an election of directors.

            Section 3.      Any vacancy occurring in the Board of Directors
and newly created directorships resulting from any increase in the authorized
number of directors elected by all of the shareholders having the right to
vote as a single class may be filled by the affirmative vote of a majority of
the directors then in office, although less than a quorum of the Board of
Directors, or by a sole remaining director.  A director elected to fill a
vacancy shall be elected for the unexpired term of his predecessor in office.

            Section 4.      If at any time, by reason of death or
resignation or other cause, a corporation shall have no directors in office,
then any officer or any shareholder or an executor, administrator, trustee or
guardian of a shareholder, or other fiduciary entrusted with like
responsibility for the person or estate of a shareholder, may call a special
meeting of shareholders in accordance with the provisions of the Certificate
of Incorporation or these Bylaws, or may apply to the Court of Chancery for a
decree summarily ordering an election as provided in the Delaware General
Corporation Law.

            Section 5.      If, at the time of filling any vacancy or any
newly created directorship, the directors then in office shall constitute
less than a majority of the whole Board of Directors (as constituted
immediately prior to any such increase), the Court of Chancery may, upon
application of any shareholder or shareholders holding at least ten percent
(10%) of the total number of the shares at the time outstanding having the
right to vote for such directors, summarily order an election to be held to
fill any such vacancies or newly created directorships, or to replace the
directors chosen by the directors then in office as aforesaid, which election
shall be governed by the Delaware General Corporation Law.

            Section 6.      Unless otherwise provided in the Certificate of
Incorporation by these Bylaws, when one (1) 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 for the unexpired term of his predecessor in office.

            Section 7.      The business and affairs of the corporation
shall be managed by or under the direction of its Board of Directors which
may exercise all such powers of the corporation and do all such lawful acts
and things as are not by statute or by the Certificate of Incorporation or by
these Bylaws directed or required to be exercised or done by the
shareholders.

            Section 8.      The Board of Directors may hold its meetings and
have an office or offices within or without the State of Delaware.

            Section 9.      The annual meeting of the Board of Directors for
the purpose of electing officers and transacting such other business as may
be brought before the meeting shall be held each year immediately following
the annual meeting of shareholders.  No notice of such meeting shall be
necessary in order legally to constitute the meeting, providing a quorum
shall be present.

            Section 10.     Regular meetings of the Board of Directors may
be held without notice at such time and at such place as shall from time to
time be determined by the Board.

            Section 11.     Special meetings of the Board of Directors may
be called by the Chairman of the Board of Directors or the President, and
shall be called by the Secretary on the written request of two (2) directors. 
Written notice of special meetings of the Board of Directors shall be given
to each director at least three (3) days before the date of the meeting. 
Notice by mail shall be deemed to be given at the time when same shall be
mailed, postage prepaid. Notice to directors may also be given by telegram. 
Neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the Board of Directors need be specified in the notice or
waiver of notice of such meeting.

            Section 12.     A majority of the total number of directors
shall constitute a quorum for the transaction of business, and the act of the
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors, unless a greater number is
required by statute, the Certificate of Incorporation or elsewhere in these
Bylaws.  If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

            Section 13.     No contract or transaction between the
corporation and one (1) or more of its directors or officers, or between the
corporation and any other corporation, partnership, association or other
organization in which one (1) or more of its directors or officers are
directors or officers, or have a financial interest, shall be void or
voidable solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the Board of Directors or
committee which authorizes the contract or transaction, or solely because his
or their votes are counted for such purpose if such interested director or
officer complies with the statutory disclosure requirements.  Common or
interested directors may be counted in determining the presence of a quorum
at a meeting of the Board of Directors or of a committee which authorizes the
contract or transaction.

            Section 14.     The Board of Directors may, by resolution passed
by a majority of the Board of Directors, designate one (1) or more
committees, each committee to consist of one (1) or more directors. The Board
of Directors may designate one (1) or more directors as alternate members of
any committee, who may replace any absent or disqualified member at any
meeting of the committee.  In the absence or disqualification of a member of
a committee, the member or members present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.  Any such
committee, to the extent provided by the resolution of the Board of
Directors, or in these Bylaws, shall have and may exercise all the powers and
authority of the Board of Directors in the management of the business and
affairs of the corporation, except as otherwise provided by statute.

            Section 15.     Any action required or permitted to be taken at
a meeting of the Board of Directors or any committee may be taken without a
meeting if a consent in writing, setting forth the action so taken, is signed
by all the members of the Board of Directors or committee, as the case may
be, and the writing or writings are filed with the minutes of proceedings of
the Board of Directors, or committee.

            Section 16.     Members of the Board of Directors or any
committee may participate in a meeting by means of conference telephone or
similar communications equipment by means of which all persons participating
in the meeting can hear each other and participation in such a meeting shall
constitute presence in person at the meeting.

            Section 17.     The Board of Directors shall have the authority
to fix the compensation of directors.


                                 ARTICLE IV.

                                   NOTICES

            Section 1.      Whenever any notice is required to be given to
any person under the provisions of the statutes or of the Certificate of
Incorporation or of these Bylaws, a waiver thereof in writing, signed by the
person or persons entitled to such notice, whether before or after the time
stated therein shall be equivalent to the giving of such notice.

            Section 2.      Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when a person attends a
meeting for the express purpose of objecting at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called
or convened.


                                 ARTICLE V.

                                  OFFICERS

            Section 1.      The officers of the corporation shall consist of
a President and a Secretary and may include a Chairman of the Board, one or
more Vice Presidents and a Treasurer, each of whom shall be elected by the
Board of Directors.  Any number of offices may be held by the same person
unless the Certificate of Incorporation otherwise provides.

            Section 2.      The officers of the corporation shall be elected
by the Board of Directors in such manner and shall hold their offices for
such terms as are prescribed herein or determined by the Board of Directors.

            Section 3.      Such other officers and assistant officers and
agents as may be deemed necessary may be elected or appointed by the Board of
Directors.

            Section 4.      Any officer of the corporation may be removed at
any time, with or without cause, by the Board of Directors.

            Section 5.      The salaries of all officers and agents of the
corporation shall be fixed by the Board of Directors.

            Section 6.      Each officer of the corporation shall hold
office until his successor is elected and qualified or until his earlier
resignation or removal.  Any vacancy occurring in any office of the
corporation by death, resignation, removal or otherwise shall be filled by
the Board of Directors or other governing body.

                            Chairman of the Board
                            ---------------------

            Section 7.      The Chairman of the Board, if one has been
appointed, shall perform such duties as may be delegated by the Board of
Directors.  The Board of Directors may designate whether the Chairman of the
Board, if such an officer shall have been appointed, or the President, shall
be the chief executive officer of the corporation.  In the absence of a
contrary designation, the President shall be the chief executive officer. 
The Chairman of the Board, if one has been appointed, or the President shall
preside at all meetings of the shareholders and the Board of Directors.

                                  President
                                  ---------

            Section 8.      Unless the Board of Directors shall otherwise
delegate such duties, the President shall have general and active management
of the business of the corporation, and shall see that all orders and
resolutions of the Board of Directors are carried into effect.  The President
shall execute bonds, mortgages and other contracts requiring a seal, under
the seal of the corporation, except where required or permitted by law to be
otherwise signed and executed, and except where the signing and execution
thereof shall be expressly delegated by the Board of Directors to some other
officer or agent of the corporation.  The President shall have such powers
and duties as usually pertain to such office, except as the same may be
modified by the Board of Directors.

                               Vice President
                               --------------

            Section 9.      The Vice Presidents, in the order of their
seniority, unless otherwise determined by the Board of Directors, shall, in
the absence or disability of the President, perform the duties and exercise
the powers of the President.  They shall perform such other duties and have
such other powers as the Board of Directors may from time to time prescribe
or as the President may from time to time delegate.

                                  Secretary
                                  ---------

            Section 10.     The Secretary or other officer appointed by the
Board of Directors shall attend meetings of the Board of Directors and
shareholders, and record all the proceedings of the meetings of the
corporation and of the Board of Directors in a book to be kept for that
purpose.  The Secretary shall give, or cause to be given, notice of all
meetings of the shareholders and special meetings of the Board of Directors,
and shall perform such other duties as may be prescribed by the Board of
Directors or President, under whose supervision he shall be.  He shall keep
in safe custody the seal of the corporation, and, when authorized by the
Board of Directors, affix the same to any instrument requiring it, and, when
so affixed, it shall be attested by his signature or by the signature of the
Treasurer, an Assistant Secretary, or an Assistant Treasurer.

            Section 11.     The Assistant Secretaries, in the order of their
seniority, unless otherwise determined by the Board of Directors, shall, in
the absence or disability of the Secretary, perform the duties and exercise
the power of the Secretary.  They shall perform such other duties and have
such other powers as the Board of Directors may from time to time prescribe
or as the President may from time to time delegate.

                                  Treasurer
                                  ---------

            Section 12.     The Treasurer shall have the custody of the
corporate funds and securities, and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation, and shall
deposit all moneys and other valuable effects in the name and to the credit
of the corporation in such depositories as may be designated by the Board of
Directors.

            Section 13.     The Treasurer shall disburse the funds of the
corporation as may be ordered by the Board of Directors, taking proper
vouchers for such disbursements, and shall render to the President and the
Board of Directors at its regular meetings, or when the Board of Directors so
requires, an account of all his transactions as Treasurer, and of the
financial condition of the corporation.  The Treasurer shall perform such
other duties and have such other authority and powers as the Board of
Directors may from time to time prescribe or as the President may from time
to time delegate.

            Section 14.     If required by the Board of Directors, the
Treasurer shall give the corporation a bond in such sum and with such surety
or sureties as shall be satisfactory to the Board of Directors for the
faithful performance of the duties of his office and for the restoration to
the corporation, in case of his death, resignation, retirement or removal
from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
corporation.

            Section 15.     The Assistant Treasurers, in the order of their
seniority, unless otherwise determined by the Board of Directors, shall, in
the absence or disability of the Treasurer, perform the duties and exercise
the powers of the Treasurer.  They shall perform such other duties and have
such other powers as the Board of Directors may from time to time prescribe
or the President may from time to time delegate.


                                 ARTICLE VI.

                           CERTIFICATE FOR SHARES

            Section 1.      The shares of the corporation shall be
represented by certificates, provided that the Board of Directors of the
corporation may provide by resolution or resolutions that some or all of any
or all classes or series of its stock shall be uncertificated shares.  Any
such resolution shall not apply to shares represented by a certificate until
such certificate is surrendered to the corporation.  Notwithstanding the
adoption of such a resolution by the Board of Directors, every holder of
stock represented by certificates and upon request every holder of
uncertificated shares shall be entitled to have a certificate signed by, or
in the name of the corporation by the Chairman or Vice Chairman of the Board
of Directors, or the President or Vice President, and by the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary of the
corporation representing the number of shares registered in certificate form.


            Section 2.      Any or all the signatures on the certificate may
be a facsimile.  In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon 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 he were such officer, transfer agent or registrar at the date of
issue.

            Section 3.      The corporation may issue a new certificate of
stock or uncertificated shares in place of any certificate therefore issued
by it, alleged to have been stolen or destroyed, and the corporation may
require the owner of the lost, stolen, or destroyed certificate, or his legal
representative to give the corporation a bond sufficient to indemnify it
against any claim that may be made against it on account of the alleged loss,
theft or destruction of any such certificate or the issuance of such new
certificate or uncertificated shares.

            Section 4.      Shares of stock of the corporation shall be
transferred only on the books of the corporation upon surrender to the
corporation of the certificate or certificates representing the shares to be
transferred accompanied by an assignment in writing of such shares properly
executed by the shareholder of record of his duly authorized attorney-in-fact
and with all taxes on the transfer having been paid.  The corporation may
refuse any requested transfer until furnished evidence satisfactory to it
that such transfer is proper.  Upon the surrender of a certificate for
transfer of stock, such certificate shall at once be conspicuously marked on
its face "Cancelled" and filed with the permanent stock records of the
corporation.  The Board of Directors may make such additional rules
concerning the issuance, transfer and registration of stock and requirements
regarding the establishment of lost, destroyed or wrongfully taken stock
certificates as it deems appropriate.

            Section 5.      For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or to express consent in writing to corporate action
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights
in respect of any change, conversion or exchange of stock, or for the purpose
of any other lawful action, the Board of Directors may fix, in advance a
record date, which shall not be more than sixty (60) nor less then ten (10)
days before the date of such meeting, nor more than sixty (60) days prior to
any other action.  If no record date is fixed:

            (a)  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 day next preceding the day on which notice is
given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held.

            (b)  The record date for determining shareholders entitled
to express consent to corporate action in writing without a meeting,
when no prior action by the Board of Directors is necessary, shall be
the day on which the first written consent is expressed.

            (c)  The record date for determining shareholders for any
other purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto.


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;
provided, however, that the Board of Directors may fix a new record date for
the adjourned meeting.

             Section 6.      The corporation shall be entitled to recognize the
exclusive rights of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and 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 provided by the laws of the State of
Delaware. 

             Section 7.      No shareholder shall have any preemptive right to
subscribe to an additional issue of stock or to any security convertible into
such stock unless, and except to the extent that, such right is expressly
granted in the Certificate of Incorporation.


                                  ARTICLE VII.

                               GENERAL PROVISIONS

             Section 1.      The Board of Directors may declare and the
corporation may pay dividends upon the shares of its capital stock in cash,
property, or shares of the corporation's capital stock pursuant to statute and
subject to any restrictions contained in its Certificate of Incorporation.  If
the dividend is to be paid in shares of the corporation's theretofore unissued
capital stock, the Board of Directors shall, by resolution, direct that there
be designated as capital in respect of such shares an amount which is not less
than the aggregate par value of par value shares being declared as a dividend
and, in the case of shares without par value being declared as a dividend, such
amount as shall be determined by the Board of Directors.  No such designation
as capital shall be necessary if shares are being distributed by the
corporation pursuant to split-up or division of its stock rather than as
payment of a dividend declared payable in stock of the corporation.

             Section 2.      All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

             Section 3.      The fiscal year of the corporation shall be fixed
by resolution by the Board of Directors.

             Section 4.      The corporate seal shall have inscribed thereon
the name of the corporation and may be in such form as the Board of Directors
may determine, and may be used by causing it or a facsimile thereof to be
impressed or affixed or in any other manner reproduced.

             Section 5.      The corporation shall indemnify to the full extent
authorized by law any person made or threatened to be made a party to an action
or proceeding, whether criminal, civil, administrative or investigative, by
reason of the fact that he, his testator or intestate is or was a director,
officer or employee of the corporation or any predecessor of the corporation or
serves or served any other enterprise as a director, officer or employee at the
request of the corporation or any predecessor of the corporation.


                                  ARTICLE VIII.

                                   AMENDMENTS

             The power to alter, amend or repeal the Bylaws of the corporation
or adopt new Bylaws shall be vested in the Board of Directors of the
corporation.
 

5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE COMPANY'S CONSOLIDATED STATEMENT OF OPERATIONS AND BALANCE SHEET AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. THE DATA INCLUDED FOR THE INTERIM YEAR TO DATE PERIOD IS PROVIDED ON A BASIS IN A MANNER SIMILAR TO THE INTERIM INFORMATION IN THE FORM 10-Q. 1,000 9-MOS FEB-25-1995 NOV-26-1994 35,023 20,632 64,360 0 211,201 344,762 108,263 0 482,444 93,835 142,602 37,709 0 0 178,742 482,444 512,650 512,650 310,969 474,527 0 0 10,792 21,213 6,799 14,414 0 0 0 14,414 .38 0