BY-LAWS

                                       OF

                                ABF CAPITAL CORP



                                    ARTICLE I

                                     OFFICES



                  SECTION 1. REGISTERED OFFICE. -- The registered office shall

be established and maintained at 32 Loockerman Square, Suite L-100, in the City

of Dover, County of Kent. The name of its registered agent at such address is

The Corporation Trust Company.



                  SECTION 2. OTHER OFFICES. -- The corporation may have other

offices, either within or without the State of Delaware, 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 at such place, either within or without

the State of Delaware, and at such time and date as the Board of Directors, by

resolution, shall determine and as set forth in the notice of the meeting.



                  If the date of the annual meeting shall fall upon a legal

holiday, the meeting shall be held on the next succeeding business day. 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.



                  SECTION 2. OTHER MEETINGS. -- Meetings of stockholders for any

purpose other than the election of directors may be held at such time and place,

within or without the State of Delaware, as shall be stated in the notice of the

meeting.



                  SECTION 3. 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 entitled to vote held by such stockholder, but

no proxy shall be voted after three years from its date unless such proxy

provides for a longer period. Upon the demand of any stockholder, the vote for

directors and the vote upon any question before the meeting, shall be by ballot.

All elections for directors shall be decided by plurality vote; all other

questions shall be elected by majority vote except as otherwise provided by the

Certificate of Incorporation or the laws of the State of Delaware.



                  A complete list of the stockholders entitled to vote at the

ensuing election, arranged in alphabetical order, with the address of each, and

the number of shares held by each, shall be open to the examination of any

stockholder, for any purpose germane to the meeting, during ordinary business

hours for a period of at least ten days prior to the meeting, either 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. 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.



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                  SECTION 4. QUORUM. -- Except as otherwise required by law, by

the Certificate of Incorporation or by these By-Laws, the presence, in person or

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