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                                                                   Exhibit 3(ii)

                                     BYLAWS
                                       OF
                             ALASKA AIR GROUP, INC.

                      As Amended and in Effect June 7, 2005
                 (Date of Previous Amendment: February 12, 2003)

                                    ARTICLE I

                           REGISTERED OFFICE AND AGENT

           The registered office of the corporation is located at Corporate
Trust Center, 1209 Orange Street, 9, County of New Castle, Delaware 19801, and
the name of its registered agent at such address is The Corporation Trust
Company.

                                   ARTICLE II

                             MEETING OF STOCKHOLDERS

            Section 1. Annual Meetings.

           A meeting of the stockholders for the purpose of electing directors
and for the transaction of such other business as may properly be brought before
the meeting shall be held annually at two o'clock in the afternoon on the third
Tuesday of May, or at such other time or such other day as shall be fixed by
resolution of the Board of Directors. If the day fixed for the annual meeting
shall be a legal holiday such meeting shall be held on the next succeeding
business day.

           Section 2. Special Meetings.

           Special meetings of the stockholders for any purpose or purposes may
           be called at any time by a majority of the Board of Directors or by
the Chairman
of the Board.

           Section 3. Place of Meetings.

           All meetings of the stockholders may be held at such places as shall
be stated in the notice of the meeting.

           Section 4. Notice of Meetings.

           Except as otherwise provided by statute, notice of each meeting of
the stockholders shall be given not less than thirty and not more than sixty
days before the date of the meeting to each stockholder entitled to vote at such
meeting (i) in writing or (ii) by United State mail, addressed to the
stockholder at the address of such stockholder appearing on the books of the
corporation or given by the stockholder to the corporation for the purpose of
notice. If mailed, notice will be given when deposited in the United States
mail, postage prepaid, directed to such stockholder at his or her address as it
appears in the stock ledger of the corporation. Any other written notice shall
be deemed to have been given at the time it is personally delivered to the
recipient, delivered to a common carrier for transmission or actually
transmitted by the person giving the notice by electronic means to the
recipient.



                                                Bylaws of Alaska Air Group, Inc.
                                           As Amended and in Effect June 7, 2005
                                                                          Page 2

           When a meeting is adjourned to another time and place, notice of the
adjourned meeting need not be given if the time and place thereof are announced
at the meeting at which the adjournment is given. If the adjournment is for more
than thirty 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
stockholder of record entitled to vote at the meeting.

           Section 5. Quorum.

           At any meeting of the stockholders, the holders of record of a
majority of the total number of shares of outstanding stock of the corporation
entitled to vote, present in person or represented by proxy, shall constitute a
quorum for all purposes.

          If a quorum is present at any meeting of stockholders, the affirmative
vote of the holders of a majority of the stock present in person or represented
by proxy and entitled to vote on the subject matter shall be the act of the
stockholders, except in the election of directors (who shall be elected by
plurality vote) or as otherwise expressly provided in the Certificate of
Incorporation, these Bylaws or applicable law.

           In the absence of a quorum at any meeting, the holders of a majority
of the stock entitled to vote thereat, present in person or represented by proxy
at the meeting, may adjourn the meeting, from time to time, until the holders of
the number of shares requisite to constitute a quorum shall be present in person
or represented at the meeting.

           Section 6. Organization.

           At each meeting of the stockholders, the Chairman of the Board, or in
his absence such person as shall have been designated by the Board of Directors,
or in the absence of such designation a person elected by the holders of the
majority in number of shares of stock present in person or represented by proxy
and entitled to vote, shall act as chairman of the meeting.

           The Secretary, or in his absence, an Assistant Secretary or, in the
absence of the Secretary and all of the Assistant Secretaries, any person
appointed by the chairman of the meeting, shall act as secretary of the meeting.

           Section 7. Voting.

           Unless otherwise provided in the Certificate of Incorporation or a
resolution of the Board of Directors creating a series of stock, at each meeting
of the stockholders, each holder of shares entitled to vote at such meeting
shall be entitled to one vote for each share of stock having voting power in
respect of each matter upon which a vote is to be taken. Shares of its own
capital stock belonging to the corporation, or to another corporation if a
majority of the shares entitled to vote in the election of directors of such
other corporation is held by the corporation, shall neither be entitled to vote
nor counted for quorum purposes.



                                                Bylaws of Alaska Air Group, Inc.
                                           As Amended and in Effect June 7, 2005
                                                                          Page 3


           Section 8. Notification of Nominations.

           Nominations for the election of Directors may be made by or at the
direction of the Board of Directors. A stockholder may also nominate a person or
persons for election as Directors, but only if written notice of such
stockholder's intent to make such nominations is received by the Secretary of
the corporation, not later than (i) with respect to an election to be held at a
regular annual meeting of stockholders, 90 days in advance of the third Tuesday
in May, and (ii) with respect to an election to be held at any other meeting of
the stockholders, the close of business on the 10th day following the date of
the first public disclosure, which may include any public filing by the
corporation with the Securities and Exchange Commission, of the Originally
Scheduled Date of such meeting. Each such notice shall set forth (a) the name
and address of the stockholder who intends to make the nomination and of the
person or persons to be nominated; (b) a representation that the stockholder is
a holder of record entitled to vote at such meeting; (c) a description of all
arrangements or understandings between the stockholder and each nominee and any
other person or persons (naming them) pursuant to which the nomination is to be
made; (d) such other information regarding each nominee as would have been
required to be included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission had each nominee been nominated by the
Board of Directors; and (e) the consent of each nominee to serve as a Director
if elected. The chairman of any meeting of stockholders to elect Directors and
the Board of Directors shall refuse to recognize the nomination of any person
not made in compliance with the foregoing procedure. For purposes of these
Bylaws, the "Originally Scheduled Date" of any meeting of stockholders shall be
the date such meeting is scheduled to occur in the notice first given to
stockholders regardless of whether such meeting is continued or adjourned or
whether any subsequent notice is given for such meeting or the record date of
such meeting is changed.

           Section 9. Proper Business for Stockholders' Meetings.

           At any annual or special meeting of the stockholders of the
corporation, only business properly brought before the meeting may be
transacted. To be properly brought before an annual meeting, business (i) must
be specified in the notice of the meeting (or any supplement thereto) given by
or at the direction of the Board of Directors, (ii) otherwise properly brought
before the meeting by or at the direction of the Board of Directors, or (iii)
otherwise properly brought before the meeting by a stockholder. For business to
be properly brought before a meeting by a stockholder, written notice thereof
must have been received by the Secretary of the corporation, not later than (i)
with respect to a regular annual meeting, 90 days in advance of the third
Tuesday in May, and (ii) with respect to any other meeting, the close of
business on the 10th day following the date of the first public disclosure,
which may include any public filing by the corporation with the Securities and
Exchange Commission, of the Originally Scheduled Date of such meeting. Any such
notice shall set forth as to each matter the stockholder proposes to bring
before the meeting (i) a brief description of the business desired to be brought
before the meeting, and the reasons for conducting such business at the meeting
and the language of the proposal, (ii) the name and address of the stockholder
proposing such business, (iii) a representation that the stockholder is a holder
of record of stock of the corporation entitled to vote at such meeting, and (iv)
any material interest of the stockholder in such business. No business shall be
conducted at any meeting of stockholders except in accordance with this
paragraph, and the chairman of any meeting of


                                                Bylaws of Alaska Air Group, Inc.
                                           As Amended and in Effect June 7, 2005
                                                                          Page 4


stockholders and the Board of Directors shall refuse to permit any business to
be brought before meeting without compliance with the foregoing procedures.

                                   ARTICLE III

                               BOARD OF DIRECTORS

           Section 1. Number, Qualification and Term of Office.

           A majority of the members of the Board of Directors shall not be
employees of the Company. These Bylaws shall not be amended to change the
requirement for a majority of outside directors unless approved by a vote of the
shareholders, or by a vote of a majority of the outside directors, but in no
case prior to September 14, 1995. The number, qualification and term of office
of the Directors shall be as set forth in the Certificate of Incorporation.

           Section 2. Vacancies.

           Vacancies in the Board of Directors and newly created directorships
resulting from any increase in the authorized number of Directors may be filled
by a majority of the Directors then in office, although less than a quorum, or
by a sole remaining Director, at any regular or special meeting of the Board of
Directors.

           Section 3. Resignations.

           Any Director may resign at any time upon written notice to the
Secretary of the corporation. Such resignation shall take effect on the date of
receipt of such notice or at any later date specified therein; and the
acceptance of such resignation shall not be necessary to make it effective.

           Section 4. Meetings.

           Meetings of the Board of Directors may be called by the Chairman of
the Board and shall be called by the Secretary on the written request of a
majority of Directors. The Board of Directors may hold its meetings at such
place as the Chairman of the Board or in his absence a majority of Directors
from time to time may determine. Notice of each meeting shall be sent to each
Director by first class mail or by telephone, telegraph or any other means of
electronic communication in each case directed to his residence or usual place
of business, or delivered to him in person or given to him orally. Notice by
mail shall be sent by the Secretary at least ten (10) days previous, and notice
by telephone, telegraph or other electronic communication at least five (5) days
previous, to the time fixed for the meeting; unless, in case of exigency the
Chairman of the Board shall prescribe a shorter notice. A written waiver of
notice, signed by the Director entitled to notice, whether before or after the
time of the meeting, shall be deemed equivalent to notice. The notice of meeting
shall state the time and place of the meeting.



                                                Bylaws of Alaska Air Group, Inc.
                                           As Amended and in Effect June 7, 2005
                                                                          Page 5


           Section 5. Quorum and Manner of Acting.

           Except as otherwise provided by statute, the Certificate of
Incorporation, or these Bylaws, the presence of a majority of the total number
of Directors shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, and the act of a majority of the Directors
present at any such meeting at which a quorum is present shall be the act of the
Board of Directors. In the absence of a quorum, a majority of the Directors
present may adjourn the meeting, from time to time, until a quorum is present.

           Section 6. Organization.

           At every meeting of the Board of Directors, the Chairman of the Board
or in his absence, a chairman chosen by a majority of the Directors present
shall act as chairman of the meeting. The Secretary, or in his absence, an
Assistant Secretary, or in the absence of the Secretary and all the Assistant
Secretaries, any person appointed by the chairman of the meeting, shall act as
secretary of the meeting.

           Section 7. Consent of Directors in Lieu of Meeting.

           Unless otherwise restricted by the Certificate of Incorporation or by
these Bylaws, any action required or permitted to be taken at any meeting of the
Board of Directors, or any committee designated by the Board, may be taken
without a meeting if all members of the Board or committee consent thereto in
writing, and such written consent is filed with the minutes of the proceedings
of the Board or committee.

           Section 8. Telephonic Meetings.

           Members of the Board of Directors, or any committee designated by the
Board, may participate in a meeting of the Board or 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 participation in
such a meeting shall constitute presence in person at such meeting.

                                   ARTICLE IV

                      COMMITTEES OF THE BOARD OF DIRECTORS

           Section 1. Committees.

           The Board of Directors may, by resolution passed by a majority of the
Directors, designate such other committees, consisting of one or more Directors,
as it may from time to time determine, and each such committee shall serve for
such term and shall have and may exercise such duties, functions and powers as
the Board of Directors may from time to time prescribe. The Chairman of each
such committee shall be designated by the Board of Directors.



                                                Bylaws of Alaska Air Group, Inc.
                                           As Amended and in Effect June 7, 2005
                                                                          Page 6


           Section 2. Committee; Books and Records.

           Notice of committee meetings shall be governed by the provisions of
Article III, Section 4, above. Each committee shall keep a record of its acts
and proceedings, and all action of the committee shall be reported to the Board
of Directors at the next meeting of the Board.

           Section 3. Quorum and Manner of Action.

           At each meeting of any committee the presence of a majority of the
members of such committee shall be necessary to constitute a quorum for the
transaction of business, and if a quorum is present the concurrence of a
majority of those present shall be necessary for the taking of any action.

                                    ARTICLE V

                                    OFFICERS

           Section 1. Number

           The officers of the corporation shall be a Chairman of the Board, a
President, a Secretary, and such other officers as may be elected by the Board
of Directors or appointed by the Chairman of the Board. Any number of offices
may be held by the same person.

           Section 2. Election, Term of Office and Qualifications.

           The officers of the corporation shall be elected annually by the
Board of Directors. Each officer elected by the Board of Directors shall hold
office until his successor shall have been duly elected and qualified, or until
he shall have died, resigned or been removed in the manner hereinafter provided.

           Section 3. Resignations.

           Any officer may resign at any time upon written notice to the
Chairman of the Board. Such resignation shall take effect on the date of its
receipt, or on any later date specified therein; and the acceptance of such
resignation shall not be necessary to make it effective.

           Section 4. Removals.

           Any officer elected by the Board of Directors may be removed, with or
without cause, by the Board of Directors. Any officer appointed by the Chairman
of the Board may be removed, with or without cause, by the Chairman of the
Board.

           Section 5. Vacancies.

           Any vacancy occurring in any office of the corporation shall be
filled for the unexpired portion of the term in the same manner as prescribed in
these Bylaws for regular election or appointment to such office.



                                                Bylaws of Alaska Air Group, Inc.
                                           As Amended and in Effect June 7, 2005
                                                                          Page 7

           Section 6. Compensation of Officers

           The salaries of all officers elected by the Board of Directors shall
be approved or authorized by the Board of Directors or by the Chairman of the
Board when so authorized by the Board of Directors.

           Section 7. Chairman of the Board.

           The Chairman of the Board shall be the Chief Executive Officer of the
corporation and shall have the general and active management of the business of
the corporation and general and active supervision and direction over the other
officers, agents and employees and shall see that their duties are properly
performed. He shall, if present, preside at each meeting of the stockholders and
of the Board. He shall perform all duties incident to the office of Chairman of
the Board and such other duties as may from time to time be assigned to him by
the Board. The Chairman of the Board shall have the power to vote shares stock
of other corporations held by the corporation, except as may be otherwise
determined by the Board.

           Section 8. President.

           The President shall have general and active supervision and direction
over the business and affairs of the corporation and over its several officers,
subject, however, to the direction of the Chairman of the Board. He shall
perform all duties incident to the office of President and such other duties as
may be assigned to him by the Board, the Chairman of the Board or these Bylaws.

           Section 9. Secretary.

           The Secretary or one or more Assistant Secretaries shall attend all
meetings of the Board and all meetings of the stockholders and act as secretary
thereof, and shall record all votes and the minutes of all proceedings in a book
to be kept for that purpose, and shall perform like duties for any committee of
the Board when required. The Secretary shall be given other duties as pertain to
his office. The Secretary shall keep in safe custody the seal of the corporation
and when authorized by the Board of Directors, affix it, when required, to any
instrument. An Assistant Secretary shall perform the duties of the Secretary in
the event of his absence or disability and shall perform such other duties as
may be imposed upon him by the Board of Directors.

           Section 10. Absence or Disability of Officers.

           In the absence or disability of the Chairman of the Board or the
President, the Board of Directors may designate, by resolution, individuals to
perform their duties. The Board of Directors may also delegate this power to a
committee.



                                                Bylaws of Alaska Air Group, Inc.
                                           As Amended and in Effect June 7, 2005
                                                                          Page 8


                                   ARTICLE VI

                     STOCK CERTIFICATES AND TRANSFER THEREOF

           Section 1. Stock Certificates.

           Except as otherwise permitted by statute, the Certificate of
Incorporation or resolution or resolutions of the Board of Directors, every
holder of stock in the corporation shall be entitled to have a certificate,
signed by, or in the name of, the corporation by the Chairman of the Board and
Chief Executive Officer, the President, or a Vice President, and by the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary
of the corporation, certifying the number of shares, and the class and series
thereof, owned by him in the corporation. Any and all of 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 2. Lost, Destroyed or Mutilated Certificates.

           In the case of loss or destruction of a certificate of stock, no new
certificate shall be issued in lieu thereof except upon satisfactory proof to
the Secretary of such loss or destruction; and upon the giving of satisfactory
security, by bond or otherwise, against loss to the corporation, if such is
deemed to be required.

           Section 3. 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 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 thirty 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.

                                   ARTICLE VII

                                    DIVIDENDS

           Except as otherwise provided by statute or the Certificate of
Incorporation, the Board of Directors may declare dividends upon the shares of
its capital stock whenever, and in such amounts as, in its opinion, the
condition of the affairs of the corporation shall render it advisable. Dividends
may be paid in cash, in property, or in shares of capital stock of the
corporation.



                                                Bylaws of Alaska Air Group, Inc.
                                           As Amended and in Effect June 7, 2005
                                                                          Page 9

                                  ARTICLE VIII

                                 INDEMNIFICATION

           Section 1. Right to Indemnification.

           Each person who was or is made a party or is threatened to be made a
party to or is otherwise involved (including, without limitation, as a witness)
in any actual or threatened action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), by reason of the
fact that he or she is or was a Director or officer of the corporation or that,
being or having been such a Director or officer or employee of the corporation,
he or she is or was serving at the request of the corporation as a Director,
officer, employee or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with respect to an
employee benefit plan (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a Director, officer,
employee or agent or in any other capacity while serving as a Director, officer,
employee or agent, shall be indemnified and held harmless by the corporation to
the full extent permitted by the Delaware General Corporation Law, as the same
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the corporation to provide broader
indemnification rights than permitted prior thereto) or by other applicable law
as then in effect, against all expense, liability and loss (including attorneys'
fees, judgments, fines, ERISA excise taxes or penalties and amounts to be paid
in settlement) actually and reasonably incurred or suffered by such indemnitee
in connection therewith and such indemnification shall continue as to an
indemnitee who has ceased to be a Director, officer, employee, or agent and
shall inure to the benefit of his or her heirs, executors and administrators;
provided, however, that except as provided in Section 2 with respect to
proceedings seeking to enforce rights to indemnification, the corporation shall
indemnify any such indemnitee seeking indemnification in connection with a
proceeding (or part thereof) initiated by such indemnitee only if such
proceeding (or part thereof) was authorized by the Board of Directors of the
corporation. The right to indemnification conferred in this Section shall be a
contract right and shall include the right to be paid by the corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition (hereinafter an "advancement of expenses"); provided, however, that
if the Delaware General Corporations Law requires, an advancement of expenses
incurred by an indemnitee in his or her capacity as a Director or officer (and
not in any other capacity in which service was or is rendered by such indemnitee
including, without limitation, service to an employee benefit plan) shall be
made only upon delivery to the corporation of an undertaking (hereinafter an
"undertaking"), by or on behalf of such indemnitee to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal that such indemnitee is not entitled
to be indemnified for such expenses under this Section 1 or otherwise.

           Section 2. Right of Indemnitee to Bring Suit.

           If a claim under Section 1 is not paid in full by the corporation
within sixty days after a written claim has been received by the corporation,
except in the case of a claim for advancement of expenses, in which case the
applicable period shall be twenty days, the indemnitee may at any time
thereafter bring suit against the corporation to recover the unpaid amount of
the claim. If



                                                Bylaws of Alaska Air Group, Inc.
                                           As Amended and in Effect June 7, 2005
                                                                         Page 10


successful in whole or in part in any such suit, the indemnitee shall be
entitled to be paid also the expense of prosecuting such suit. The indemnitee
shall be presumed to be entitled to indemnification under this Article upon
submission of a written claim (and, in an action brought to enforce a claim for
advancement of expenses, where the required undertaking, if any is required, has
been tendered to the corporation), and thereafter the corporation shall have the
burden of proof to overcome the presumption that the indemnitee is not so
entitled. Neither the failure of the corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such suit that indemnification of the
indemnitee is proper in the circumstances nor an actual determination by the
corporation (including its Board of Directors, independent legal counsel, or its
stockholders) that the indemnitee is not entitled to indemnification shall be a
defense to the suit or create a presumption that the indemnitee is not so
entitled.

           Section 3. Nonexclusivity of Rights.

           The right to indemnification and to the advancement of expenses
conferred in this Article shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, provision of the
Certificate of Incorporation, Bylaw, agreement, vote of stockholders or
disinterested directors or otherwise. Notwithstanding any amendment to or repeal
of this Article, any indemnitee shall be entitled to indemnification in
accordance with the provisions hereof and thereof with respect to any acts or
omissions of such indemnitee occurring prior to such amendment or repeal.

           Section 4. Insurance, Contracts and Funding.

           The corporation may maintain insurance, at its expense, to protect
itself and any Director, officer, employee or agent of the corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the corporation would
have the power to indemnify such person against such expense, liability or loss
under the Delaware General Corporation Law. The corporation may without further
stockholder approval, enter into contracts with any indemnitee in furtherance of
the provisions of this Article and may create a trust fund, grant a security
interest or use other means (including, without limitation, a letter of credit)
to ensure the payment of such amounts as may be necessary to effect
indemnification as provided in this Article.

           Section 5. Persons Serving Other Entities.

           Any person who is or was a Director, officer or employee of the
corporation who is or was serving as a Director or officer of another
corporation of which a majority of the shares entitled to vote in the election
of its directors is held by the corporation shall be deemed to be so serving at
the request of the corporation and entitled to indemnification and advancement
of expenses under Section 1.

           Section 6. Indemnification of Employees and Agents of the
                      Corporation.

           The corporation may, by action of its Board of Directors, grant
rights to indemnification and advancement of expenses to any employee or agent,
or any group or groups of employees or



                                                Bylaws of Alaska Air Group, Inc.
                                           As Amended and in Effect June 7, 2005
                                                                         Page 11


agents, of the corporation with the same scope and effect as the provisions of
this Article with respect to the indemnification and advancement of expenses of
directors and officers of the corporation.

                                   ARTICLE IX

                       CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

           Section 1. Checks, Drafts, Etc.; Loans.

           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 or officers, agent or agents of the corporation and in
such manner as shall, from time to time, be determined by resolution of the
Board of Directors. Such authority may be general or confined to specific
circumstances.

           Section 2. Deposits.

           All funds of the corporation shall be deposited, from time to time,
to the credit of the corporation in such banks, trust companies or other
depositories as the Board of Directors may select, or as may be selected by any
officer or officers, agent or agents of the corporation to whom such power may,
from time to time, be delegated by the Board of Directors; and for the purpose
of such deposit, any officer or agent to whom such power may be delegated by the
Board of Directors, may endorse, assign and deliver checks, drafts and other
orders for the payment of money which are payable to the order of the
corporation.

                                    ARTICLE X

                                   AMENDMENTS

           These Bylaws may be altered or repealed and new Bylaws may be made by
the affirmative vote of a majority of the Board of Directors, subject to the
right of the stockholders to amend or repeal Bylaws made or amended by the Board
of Directors or to adopt new Bylaws, by the affirmative vote of a majority of
the outstanding stock of the corporation entitled to vote thereon and the
holders of three-fourths of the stock present in person or represented by proxy
at the meeting, provided that notice of the proposed action be included in the
notice of such meeting.

           Terms of the masculine gender used for convenience in these Bylaws
should be understood in the feminine gender where appropriate.

                                    * * * * *