8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


       Date of report (date of earliest event reported): November 19, 2007
                                                         -----------------

                                  BENIHANA INC.
 -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


             Delaware                  0-26396                65-0538630
      ----------------------   ----------------------   ----------------------
  (State or other jurisdiction       (Commission           (I.R.S. Employer
        of incorporation)            File Number)          Identification No.)


                8685 Northwest 53rd Terrace, Miami, Florida 33166
- --------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (305) 593-0770
                                                           --------------

                                      None
- --------------------------------------------------------------------------------
           Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     [ ]  Written communications pursuant to Rule 425 under the Securities Act
          (17CFR230.425)

     [ ]  Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act
          (17 CFR240.14a-12)

     [ ]  Pre-commencement  communications pursuant to Rule 14d-2(b) under the
          Exchange Act (17CFR240.14d-2(b))

     [ ]  Pre-commencement  communications pursuant to Rule 13e-4(c) under the
          Exchange Act (17CFR240.13e-4(c))






Item 5.03 Amendments to Bylaws

     On November 19, 2007, the Board of Directors (the "Board") of Benihana Inc.
(the "Company") approved the amendment of the Company's Bylaws. The Bylaws have
been amended to revise four sections.

     The first Bylaw amendment amends Section 2 of Article II to specify that
the Company will make available its stockholder list at the Company's principal
place of business in connection with a stockholder meeting.

     The second Bylaw amendment revises Section 3 of Article II in order to
simplify the Company's quorum requirements to reflect the applicable standards
under the Delaware General Corporation Law and to empower the chairman at a
meeting of stockholders to adjourn the meeting if a quorum is not present. As
revised, the bylaw provides that with respect to any proposal, a quorum is
present at a meeting of the Company's stockholders if one-third of the voting
power entitled to vote on such proposal is present in person or by proxy.

     The third and fourth Bylaw amendments revise Sections 1 and 3 of Article V
of the Bylaws to permit the Company to issue uncertificated shares which enables
the Company to participate in the Depository Trust Company's Direct Registration
System ("DRS"). DRS is a method of recording registered share ownership in "book
entry" form without the need for physical paper certificates. NASDAQ requires
that all of its listed issuers be eligible to participate in the DRS by January
1, 2008. By permitting the Company to issue uncertificated securities, the
Company is now eligible to participate in DRS.

     The description of the amendments to the Company's Bylaws provided above is
qualified in its entirety by reference to the amended sections of the Bylaws of
the Company, a copy of which are filed as Exhibit 3.2 to this Report on Form 8-K
and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

The following exhibits are filed with this current report on Form 8-K.

Exhibit No.     Description
- -----------     -----------

3.2             Bylaws of Benihana, Inc. (amended as of November 19, 2007)



                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.

                                    BENIHANA INC.


Dated:  November 21, 2007           By:  /s/ Joel A. Schwartz
                                         ---------------------------------------
                                         Joel A. Schwartz
                                         Chief Executive Officer

EX-3.2

                                                                     Exhibit 3.2

                                     BY-LAWS

                                       OF

                                  BENIHANA INC.
                                  -------------
                        (amended as of November 19, 2007)


                                    ARTICLE I

                                     OFFICES

     SECTION 1. REGISTERED OFFICE. The registered office shall be established
and maintained at the office of National Corporate Research, Ltd., in the City
of CityDover, in the PlaceTypeCounty of PlaceNameKent, in the State of
placeStateDelaware, and said corporation shall be the registered agent of this
corporation in charge thereof unless and until a successor registered agent is
appointed by the Board of Directors.

     SECTION 2. OTHER OFFICES. The corporation may have other offices, either
within or without the State of StateplaceDelaware, 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. ANNUAL MEETINGS. Annual meetings of stockholders for the
election of Directors and for such other business as may be stated in the notice
of the meeting, shall be held on such date as the Board of Directors, by
resolution, may designate, at such place, either within or without the State of
Delaware, as the Board of Directors, by resolution, shall determine and as set
forth in the notice of the meeting.

     At each annual meeting, the stockholders entitled to vote shall elect a
Board of Directors and they may transact such other corporate business as shall
be stated in the notice of the meeting or as may properly come before the
meeting in accordance with these By-laws.

     SECTION 2. VOTING. Each stockholder entitled to vote in accordance with the
terms of the Certificate of Incorporation and in accordance with the provisions
of these By-Laws shall be entitled to one vote in person or by proxy, for each
share of stock held by such stockholder which has voting power upon the matter
in question, but no proxy shall be voted after three years from its date unless
such proxy provides for a longer period. A duly executed proxy shall be
irrevocable if it states that it is irrevocable and only as long as it is
coupled with an interest



sufficient in law to support an irrevocable power. The vote for Directors and
the vote upon any question before the meeting, shall be by ballot. With respect
to the election of Directors, a plurality of the votes cast at a meeting shall
be sufficient to elect. All other matters or questions shall, unless otherwise
provided by law, by the Certificate of Incorporation or by these By-laws, be
decided by the affirmative vote of the holders of a majority of the outstanding
shares of stock present in person or by proxy at the meeting and entitled to
vote on such matter or question.

     A complete list of stockholders entitled to vote at any meeting of
stockholders, arranged in alphabetical order for each class of stock and showing
the address of each such stockholder and the number of shares registered in his
or her name, shall be open to the examination of any stockholder for any purpose
germane to the meeting: (i) on a reasonably accessible electronic network,
provided that the information required to gain access to such list is provided
with the notice of the meeting, or (ii) during ordinary business hours, at the
principal place of business of the corporation. In the event that the
corporation determines to make the list available on an electronic network, the
corporation may take reasonable steps to ensure that such information is
available only to stockholders of the corporation. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof and may be inspected by any stockholder who is present.

     SECTION 3. QUORUM. Except as otherwise required by law, by the Certificate
of Incorporation or by these By-Laws, with respect to any proposal submitted for
stockholder action at a meeting of stockholders, the presence in person or by
proxy at such meeting of the holders of one-third of the voting power of the
capital stock entitled to vote on such proposal shall constitute a quorum
therefor. In case a quorum shall not be present at any meeting, either the
chairman of the meeting or the holders of a majority of the voting power of the
capital stock entitled to vote thereat, present in person or by proxy, shall
have power to adjourn the meeting from time to time, without notice, other than
an announcement at the meeting at which adjournment is taken of the date, time
and place of the adjourned meeting, until the requisite number of shares shall
be present to constitute a quorum. At any such adjourned meeting at which the
requisite number of shares entitled to vote shall be represented, any business
may be transacted which might have been transacted at the meeting as originally
noticed; but only those stockholders entitled to vote at the meeting as
originally noticed shall be entitled to vote at any adjournment or adjournments
thereof.

     SECTION 4. SPECIAL MEETINGS. Special meetings of the shareholders of the
corporation shall be called by the Secretary of the corporation (A) at the
request of the Chairman of the Board of Directors or the President of the
corporation or (B) at the request of a majority of the entire Board of
Directors. Special meetings may be held at such place within or without the
State of StateplaceDelaware, as designated in the notice of meeting.

     SECTION 5. NOTICE OF MEETINGS. Written notice, stating the place, date and
time of any meeting of stockholders, and the general purpose or purposes of the
business to be considered, shall be given to each stockholder entitled to vote
thereat at his address as it appears on the records of the corporation, not less
than 10 nor more than 60 days before the date of the meeting. No business other
than that stated in the notice shall be transacted at any special meeting
without the unanimous consent of all the stockholders entitled to vote thereat.

                                       2



     SECTION 6. ADVANCE NOTICE OF STOCKHOLDER BUSINESS. Notwithstanding any
other provision of these By-Laws, for business to be properly brought before an
annual or special meeting by a stockholder, the stockholder must have given
timely notice thereof in writing to the Secretary of the corporation. To be
timely, a stockholder's notice must be delivered to or mailed and received at
the principal executive offices of the corporation, not less than 60 days nor
more than 90 days prior to the meeting; provided, however, that in the event
that less than 70 days' notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the stockholder to be timely
must be so received not later than the close of business on the 10th day
following the day on which such notice of the date of the annual meeting was
mailed or such public disclosure was made. A stockholder's notice to the
Secretary shall set forth as to each matter the stockholder proposes to bring
before the meeting (a) a brief description of the business desired to be brought
before the meeting and the reasons for conducting such business at the meeting,
(b) the name and address, as they appear on the corporation's books, of the
stockholder proposing such business, (c) the class and number of shares of the
corporation which are beneficially owned by the stockholder, and (d) any
material interest of the stockholder in such business. Notwithstanding anything
in these By-Laws to the contrary, no business shall be conducted at any meeting
except in accordance with the procedures set forth in this Article II, SECTION
6. The Chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that business was not properly brought before the meeting
in accordance with the provisions of this Section and if he should so determine,
he shall so declare to the meeting and any such business not properly brought
before the meeting shall not be transacted.

     SECTION 7. ORGANIZATION OF MEETINGS. Meetings of stockholders shall be
presided over by the Chairman of the Board, if any, or in his absence by the
President, or in his absence by a Vice President, or in the absence of the
foregoing persons by a chairman designated by the Board of Directors. The
Secretary shall act as secretary of the meeting, but in his absence the chairman
of the meeting may appoint any person to act as secretary of the meeting.

     SECTION 8. ACTION WITHOUT MEETING. Unless otherwise provided by the
Certificate of Incorporation, any action required to be taken at any annual or
special meeting of stockholders, or any action which may be taken at any annual
or special meeting, 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 holders of outstanding stock 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. Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who
have not consented in writing.


                                  ARTICLE III

                                   DIRECTORS

     SECTION 1. NUMBER AND TERM; ADVANCE NOTIFICATION OF STOCKHOLDERNOMINATIONS.
The Board of Directors shall consist of one or more

                                       3



members. Subject to any provision set forth in the corporation's Certificate of
Incorporation, the number of Directors shall be as designated by resolution
adopted by the Directors. The Directors shall be elected at the annual meeting
of the stockholders and each Director shall be elected to serve until his
successor shall be elected and shall qualify or until his earlier resignation or
removal. Directors need not be stockholders.

     Only persons who are nominated in accordance with the procedures set forth
in this ARTICLE III, SECTION 1 shall be eligible for election as Directors.
Nominations of persons for election to the Board of Directors of the corporation
may be made at a meeting of stockholders by or at the direction of the Board of
Directors or by any stockholder of the corporation entitled to vote for the
election of Directors at the meeting who complies with the notice procedures set
forth in this Section. Such nominations, other than those made by or at the
direction of the Board of Directors, shall be made pursuant to timely notice in
writing to the Secretary of the corporation. To be timely, a stockholder's
notice shall be delivered to or mailed and received at the principal executive
offices of the corporation not less than 60 days nor more than 90 days prior to
the meeting; provided, however, that in the event that less than 70 days' notice
or prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be so received not
later than the close of business on the 10th day following the day on which such
notice of the date of the meeting was mailed or such public disclosure was made.
Such stockholder's notice shall set forth (a) as to each person whom the
stockholder proposes to nominate for election or re-election as a Director, (i)
the name, age, business address and residence address of such person, (ii) the
principal occupation or employment of such person, (iii) the class and number of
shares of the Corporation which are beneficially owned by such person, and (iv)
any other 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 Securities Exchange Act of
1934, as amended (including without limitation such persons' written consent to
being named in the proxy statement as a nominee and to serving as a Director if
elected); and (b) as to the stockholder giving the notice (i) the name and
address, as they appear on the corporation's books, of such stockholder and (ii)
the class and number of shares of the corporation which are beneficially owned
by such stockholder. At the request of the Board of Directors any person
nominated by the Board of Directors for election as a Director shall furnish to
the Secretary of the corporation that information required to be set forth in a
stockholder's notice of nomination which pertains to the nominee. No person
shall be eligible for election as a Director of the corporation unless nominated
in accordance with the procedures set forth in this Section. The Chairman of the
meeting shall, if the facts warrant, determine and declare to the meeting that a
nomination was not made in accordance with the procedures prescribed by the
By-Laws, and if he should so determine, he shall so declare to the meeting and
the defective nomination shall be disregarded.

     SECTION 2. RESIGNATIONS. Any director, member of a committee or other
officer may resign at any time. Such resignation shall be made in writing, and
shall take effect at the time specified therein, and if no time be specified, at
the time of its receipt by the President or Secretary. The acceptance of a
resignation shall not be necessary to make it effective.

     SECTION 3. REMOVAL. Notwithstanding any other provision hereof or of the
Certificate of Incorporation, and notwithstanding the fact that some lesser
percentage may be

                                       4


specified by law, any director or all the directors of the Corporation may be
removed at any time, but only for cause and only by (1) a vote of the holders of
66-2/3% of the shares represented at a meeting of the stockholders at which a
quorum is present or (2) a vote of 66-2/3% of the members of the Board of
Directors. With respect to the removal of any director by action of the Board of
Directors, the Board shall have the power, by a similar vote, to suspend any
director pending a final determination that cause exists for removal.

     SECTION 4. VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Vacancies and newly
created directorships occurring on the Board of Directors may be filled by a
vote of the remaining directors (although less than a quorum) and the Directors
thus chosen shall hold office until the next annual election and until their
successors are elected and qualify, or, if the Directors are divided into
classes, until the next election of the class for which such Directors shall
have been chosen and until their successors are elected and qualify.

     SECTION 5. POWERS. The Board of Directors shall exercise all of the powers
of the corporation except such as are by law, or by the Certificate of
Incorporation of the corporation or by these By-Laws conferred upon or reserved
to the stockholders. If a quorum is present at any meeting, all action permitted
or required to be taken shall be taken by a vote of a majority of those present,
unless a different vote is specified by law, the Certificate of Incorporation or
these By-Laws.

     SECTION 6. COMMITTEES. The Board of Directors may, by resolution or
resolutions passed by a majority of the whole board, designate one or more
committees, each committee to consist of one or more of the Directors of the
corporation. The board may designate one 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 any member of
such committee or committees, the member or members thereof 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 in the resolution of the Board
of Directors, or in these By-Laws, 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, and may authorize the seal of the corporation to be
affixed to all papers which may require it; but no such committee shall have the
power or authority in reference to amending the Certificate of Incorporation,
adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets, recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution, or amending the
By-Laws of the corporation; and, unless the resolution, these By-Laws, or the
Certificate of Incorporation expressly so provide, no such committee shall have
the power or authority to declare a dividend or to authorize the issuance of
stock.

     SECTION 7. MEETINGS. The newly elected Directors may hold their first
meeting for the purpose of organization and the transaction of business, if a
quorum be present, after their appointment by the incorporator(s) of the
corporation or after the annual meeting of the

                                       5



stockholders; or the time and place of such meeting may be fixed by consent in
writing of all the Directors.

     Regular meetings of the Directors may be held without notice at such places
and times as shall be determined from time to time by resolution of the
Directors.

     Special meetings of the board may be called by the President or by the
Secretary on the written request of any two Directors on at least two day's
written notice or one days' notice by telephone, telecopy, telex or telegram to
each Director and shall be held at such place or places as may be determined by
the Directors, or as shall be stated in the call of the meeting. All notices
shall be given to the Directors at their business or home addresses.

     Any waiver or notice of meeting need not specify the purposes of the
meeting.

     Unless otherwise restricted by the Certificate of Incorporation or these
By-Laws, members of the Board of Directors, or any committee designated by the
Board of Directors, may participate in a meeting of the Board of Directors, or
any committee, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation in a meeting shall constitute presence in
person at the meeting.

     SECTION 8. QUORUM. A majority of the Directors shall constitute a quorum
for the transaction of business. If at any meeting of the board there shall be
less than a quorum present, a majority of those present may adjourn the meeting
from time to time until a quorum is obtained, and no further notice thereof need
be given other than by announcement at the meeting which shall be so adjourned.

     SECTION 9. COMPENSATION. Directors shall not receive any stated salary for
their services as Directors or as members of committees, except as otherwise
provided by a resolution adopted by the Board of Directors. Nothing herein
contained shall be construed to preclude any Director from serving the
corporation in any other capacity as an officer, agent or otherwise, and
receiving compensation therefor.

     SECTION 10. ACTION WITHOUT MEETING. Any action required or permitted to be
taken at any meeting of the Board of Directors, or of any committee thereof, may
be taken without a meeting, if prior to such action a written consent thereto is
signed by all members of the board, or of such committee as the case may be, and
such written consent is filed with the minutes of proceedings of the board or
committee.

                                   ARTICLE IV

                                    OFFICERS

     SECTION 1. OFFICERS. The officers of the corporation shall be a President,
a Secretary, and a Treasurer, all of whom shall

                                       6



be elected by the Board of Directors and who shall hold office until their
successors are elected and qualified or until their earlier resignation, death
or removal. In addition, the Board of Directors may elect a Chairman, one or
more Vice-Presidents and such Assistant Secretaries and Assistant Treasurers as
they may deem proper. None of the officers of the corporation need be Directors.
The officers shall be elected at the first meeting of the Board of Directors
after each annual meeting. More than two offices may be held by the same person.

     SECTION 2. OTHER OFFICERS AND AGENTS. The Board of Directors may appoint
such other officers and agents as it may deem advisable, who shall hold their
offices for such term and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board of Directors.

     SECTION 3. ELECTION. The President, Treasurer and Secretary shall be
elected annually by the Board of Directors at its first meeting following the
annual meeting of stockholders. Other officers may be appointed by the Board of
Directors at such meeting or at any other meeting.

     SECTION 4. RESIGNATION AND REMOVAL. Any officer may resign by delivering
his written resignation to the corporation at its principal office or to the
President or Secretary. Such resignation shall be effective upon receipt unless
it is specified to be effective at some other time or upon the happening of some
other event.

     The Board of Directors, or a committee duly authorized to do so, may remove
any officer with or without cause. Except as the Board of Directors may
otherwise determine, no officer who resigns or is removed shall have any right
to any compensation as an officer for any period following his resignation or
removal, or any right to damages on account of such removal, whether his
compensation be by the month or by the year or otherwise, unless such
compensation is expressly provided in a duly authorized written agreement with
the corporation.

     SECTION 5. VACANCIES. The Board of Directors may fill any vacancy occurring
in any office for any reason and may, in its discretion, leave unfilled for such
period as it may determine any offices other than those of President, Treasurer
and Secretary. Each such successor shall hold office for the unexpired term of
his predecessor and until his successor is elected and qualified, or until his
earlier death, resignation or removal.

     SECTION 6. CHAIRMAN. The Chairman of the Board of Directors, if one be
elected, shall be the chief executive officer of the corporation and preside at
all meetings of the Board of Directors and the shareholders and he shall have
and perform such other duties as from time to time may be assigned to him by the
Board of Directors.

     SECTION 7. PRESIDENT. The President shall be the chief operating officer of
the corporation and shall have the general powers and duties of supervision and
management usually vested in the office of President of a corporation. In the
absence or non-election of the Chairman of the Board of Directors, and if the
President is a member of the Board of Directors, he shall preside at all
meetings of the Board of Directors, and shall have general supervision,
direction and control of the business of the corporation. Except as the Board of
Directors shall authorize

                                       7



the execution thereof in some other manner, he shall execute bonds, mortgages
and other contracts on behalf of the corporation, and shall cause the seal to be
affixed to any instrument requiring it and when so affixed the seal shall be
attested by the signature of the Secretary or the Treasurer or an Assistant
Secretary or an Assistant Treasurer.

     SECTION 8. VICE-PRESIDENT. Each Vice-President shall have such powers and
shall perform such duties as shall be assigned to him by the Directors.

     SECTION 9. TREASURER. The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate account of receipts and
disbursements in books belonging to the corporation. He shall deposit all moneys
and other valuables in the name and to the credit of the corporation in such
depositaries as may be designated by the Board of Directors.

     The Treasurer shall disburse the funds of the corporation as may be ordered
by the Board of Directors, or the President, taking proper vouchers for such
disbursements. He shall render to the President and Board of Directors at the
regular meetings of the Board of Directors, or whenever they may request it, an
account of all his transactions as Treasurer and of the financial condition of
the corporation. If required by the Board of Directors, he shall give the
corporation a bond for the faithful discharge of his duties in such amount and
with such surety as the board shall prescribe.

     SECTION 10. SECRETARY. The Secretary shall give, or cause to be given,
notice of all meetings of stockholders and Directors, and all other notices
required by law or by these By-Laws, and in case of his absence or refusal or
neglect so to do, any such notice may be given by any person thereunto directed
by the President, or by the Directors, or stockholders, upon whose requisition
the meeting is called as provided in these By-Laws. He shall record all the
proceedings of the meetings of the corporation and of the Directors in a book to
be kept for that purpose, and shall perform such other duties as may be assigned
to him by the Directors or the President. He shall have the custody of the seal
of the corporation and shall affix the same to all instruments requiring it,
when authorized by the Directors or the President, and attest the same.

     SECTION 11. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. Assistant
Treasurers and Assistant Secretaries, if any, shall be elected and shall have
such powers and shall perform such duties as shall be assigned to them,
respectively, by the Directors.


                                   ARTICLE V

                                     STOCK

     SECTION 1. CERTIFICATES OF STOCK. Certificates of stock, signed by the
Chairman or Vice Chairman of the Board of Directors, if they be elected,
President or Vice-President, and the Treasurer or an Assistant Treasurer, or
Secretary or an Assistant Secretary, shall be issued to each stockholder whose
shares are to be represented by a certificate and such

                                       8



certificate shall certify the number of shares owned by such stockholder in the
corporation. Any or all of the signatures may be facsimiles.

     SECTION 2. LOST CERTIFICATES. A new certificate of stock may be issued in
the place of any certificate theretofore issued by the corporation, alleged to
have been lost or destroyed, and the Directors may, in their discretion, require
the owner of the lost or destroyed certificate, or his legal representatives, to
give the corporation a bond, in such sum as they may direct, not exceeding
double the value of the stock, to indemnify the corporation against any claim
that may be made against it on account of the alleged loss or destruction of any
such certificate, or the issuance of any such new certificate.

     SECTION 3. TRANSFER OF SHARES. The shares of stock of the corporation shall
be transferable only upon its books by the holders thereof in person or by their
duly authorized attorneys or legal representatives, and upon such transfer the
old certificates, if such shares are represented by a certificate or
certificates, shall be surrendered to the corporation by the delivery thereof to
the person in charge of the stock and transfer books and ledgers, or to such
other person as the Directors may designate, by whom they shall be cancelled,
and if such shares are to be represented by a certificate or certificates
following such transfer, a new certificate or certificates shall thereupon be
issued. A record shall be made of each transfer and whenever a transfer shall be
made for collateral security, and not absolutely, it shall be so expressed in
the entry of the transfer.

     SECTION 4. STOCKHOLDERS RECORD DATE. In order that the corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing 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 nor less than ten
days before the date of such meeting, nor more than sixty days prior to any
other action. A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders 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 5. DIVIDENDS. Subject to the provisions of the Certificate of
Incorporation, the Board of Directors may, out of funds legally available
therefor, at any regular or special meeting, declare dividends upon the capital
stock of the corporation as and when they deem expedient. Before declaring any
dividend there may be set apart out of any funds of the corporation available
for dividends, such sum or sums as the Directors from time to time in their
discretion deem proper for working capital or as a reserve fund to need
contingencies or for equalizing dividends or for such other purposes as the
Directors shall deem conducive to the interests of the corporation.


                                   ARTICLE VI

                                 MISCELLANEOUS

                                       9



     SECTION 1. SEAL. The corporate seal shall be circular in form and shall
contain the name of the corporation, the year of its creation and the words
"CORPORATE SEAL DELAWARE". An alternate corporate seal shall contain the words
"CORPORATE SEAL". Said seal may be used by causing it or a facsimile thereof to
be impressed or affixed or reproduced or otherwise.

     SECTION 2. FISCAL YEAR. The fiscal year of the corporation shall be
determined by resolution of the Board of Directors.

     SECTION 3. CHECKS. All checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued in the name of the
corporation shall be signed by such officer of officers, agent or agents of the
corporation, and in such manner as shall be determined from time to time by
resolution of the Board of Directors.

     SECTION 4. NOTICE AND WAIVER OF NOTICE. Whenever any notice is required by
these By-Laws to be given, personal notice is not meant unless expressly so
stated, and any notice so required shall be deemed to be sufficient if given by
depositing the same in the United States mail, postage prepaid, addressed to the
person entitled thereto at his address as it appears on the records of the
corporation, and such notice shall be deemed to have been given on the day of
such mailing. Stockholders not entitled to vote shall not be entitled to receive
notice of any meeting except as otherwise provided by Statute.

     Whenever any notice whatever is required to be given under the provisions
of any law, or under the provisions of the Certificate of Incorporation of the
corporation or these By-Laws, a waiver thereof in writing, signed by the person
or persons entitled to said notice or such person's duly authorized attorney or
by telegraph, cable or other available method, whether before or after the time
stated therein, shall be deemed equivalent thereto.


                                  ARTICLE VII

                                   AMENDMENTS

     Except as otherwise provided by these By-laws, these By-Laws may be altered
or repealed and By-Laws may be made at any annual meeting of the stockholders or
at any special meeting thereof if notice of the proposed alteration or repeal or
By-Law or By-Laws to be made be contained in the notice of such special meeting
in accordance with the provisions of these By-laws, by the affirmative vote of a
majority of the stock issued and outstanding and entitled to vote thereat, or by
the affirmative vote of a majority of the Board of Directors, at any regular
meeting of the Board of Directors, or at any special meeting of the Board of
Directors, if notice of the proposed alteration or repeal, or By-Law or By-Laws
to be made, be contained in the notice of such special meeting.


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