EXHIBIT 3(ii)


         The By-Laws of the  Corporation are amended by adding the following new
provision immediately following Section 8 of Article IV thereof:

                  "Section  8A:  (Chief  Restructuring  Officer).  The  Board of
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         Directors may elect a Chief Restructuring  Officer, who shall have such
         powers and shall  perform such duties as are set forth by resolution of
         the Board of Directors and/or in such agreement authorized by the Board
         of Directors with respect to the engagement of such officer."