BY-LAWS

                                       OF

                                Lane Co #3, Inc.

                            (a Delaware corporation)



                                    ARTICLE I

                                  STOCKHOLDERS



         Section 1. Certificates Representing Stock. (a) Certificates

representing stock in the corporation shall be signed by, or in the name of, the

corporation by the Chairman or Vice-Chairman of the Board of Directors, if any,

or by the President or a Vice-President and by the Treasurer or an Assistant

Treasurer or the Secretary or an Assistant Secretary of the corporation. Any or

all the signatures on any such 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.



          (b) Whenever the corporation shall be authorized to issue more than

one class of stock or more than one series of any class of stock, and whenever

the corporation shall issue any shares of its stock as partly paid stock, the

certificates representing shares of any such class or series or of any such

partly paid stock shall set forth thereon the statements prescribed by the

General Corporation Law. Any restrictions on the transfer or registration of

transfer of any shares of stock of any class or series shall be noted

conspicuously on the certificate representing such shares.



          (c) The corporation may issue a new certificate of stock or

uncertificated shares in place of any certificate theretofore issued by it,

alleged to have been lost, stolen or destroyed, and the Board of Directors may

require the owner of the lost, stolen or destroyed certificate, or his legal

representative, to give the Corporation a bond sufficient to indemnify the

corporation 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

any such new certificate or uncertificated shares.



         Section 2. Uncertificated Shares. Subject to any conditions imposed by

the General Corporation Law, 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 the stock of the corporation shall be uncertificated shares. Within a

reasonable time after the issuance or transfer of any uncertificated shares, the

corporation shall send to the registered owner thereof any written notice

prescribed by the General Corporation Law.



         Section 3. Fractional Share Interests. The corporation may, but shall

not be required to, issue fractions of a share. If the Corporation does not

issue fractions of a share, it shall (1) arrange for the disposition of

fractional interests by those entitled thereto, (2) pay in cash the fair value

of fractions of a share as of the time when those entitled to receive such

fractions are determined, or (3) issue scrip or warrants in registered form

(either represented by a certificate or uncertificated) or bearer form

(represented by a certificate) which shall entitle the holder to receive a full

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