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): May 29, 1998


                                  MASTEC, INC.
             (Exact name of registrant as specified in its charter)





        Florida                           0-3797                   65-0829355
State or other jurisdiction        (Commission File Number)    (I.R.S. Employer)
    of incorporation


             3155 N.W. 77th Avenue
                 Miami, Florida                            33122-1205
    (Address of principal executive offices)               (Zip code)


        Registrant's telephone number, including area code: 305/599-1800


                                 Not Applicable
          (Former name or former address, if changed since last report)




Item 5.  Other Events

         On May 29, 1998, MasTec,  Inc., a Delaware corporation (the "Company"),
consummated  its  reincorporation  of the  Company  from  Delaware to Florida in
accordance  with the terms of a Plan of Merger,  dated as of March 19, 1998 (the
"Plan"),  among  the  Company  and  MasTec  Reincorporation,   Inc.,  a  Florida
corporation  and  wholly-owned  subsidiary  of the Company  (the  "Subsidiary").
Pursuant to the Plan, the Company  merged with and into the Subsidiary  with the
Subsidiary being the surviving  corporation (the "Surviving  Corporation").  The
Surviving  Corporation assumed all of the assets and liabilities of the Company,
including contractual obligations under the Company's outstanding  indebtedness.
The existing  Board of Directors and officers of the Company became the Board of
Directors  and officers of the  Surviving  Corporation  for  identical  terms of
office. The Surviving Corporation also assumed the name of "MasTec, Inc." in the
merger so that the Surviving Corporation will operate under the same name as the
Company.  Pursuant to the merger each share of the Company's Common Stock issued
and   outstanding   was   automatically   converted   into  one  fully-paid  and
nonassessable  share of the  Common  Stock,  $0.10 par value per  share,  of the
Surviving Corporation.  In addition,  each currently outstanding stock option of
the  Company was  automatically  converted  into an option to purchase  the same
number of shares of Common Stock of the Surviving Corporation at the same option
exercise  price  per  share  and upon the same  terms  and  subject  to the same
conditions as set forth in the option.  The Company does not intend to issue new
stock  certificates  to  stockholders  of record in connection  with the merger.
Instead,  each certificate  representing issued and outstanding shares of Common
Stock of the Company  immediately prior to the effective date of the merger will
continue to evidence  ownership of the shares of Common  Stock of the  Surviving
Corporation after the effective date of the merger.

         The Surviving  Corporation's Common  Stock was deemed to be  registered
under  Section  12(b) of the  Securities  Exchange Act of 1934,  as amended (the
"Exchange  Act"),  pursuant to Rule  12g-3(a)  thereunder  upon its  issuance in
exchange for  the  Common Stock  of the Company.  This  Form  8-K is being filed
for the purpose of accomplishing such registration  pursuant to Section 12(b) of
the Act.  The  Surviving  Corporation's  Common  Stock  has been substituted for
Company  Common  Stock on the New York Stock Exchange and will continue to trade
under the symbol "MTZ" without interruption.

Item 7.  Financial Statements and Exhibits

                  (a)    Not applicable.

                  (b)    Not applicable.

                  (c)    Exhibits   (Exhibit   numbers  conform to  Item  601 of
                         Regulation S-K):

                                                   (2.1) Plan and  Agreement  of
                                    Merger   (incorporated   by   reference   to
                                    Appendix A to the Company's definitive Proxy
                                    Statement  for its 1998  Annual  Meeting  of
                                    Stockholders,  dated April 14,  1998,  filed
                                    with the  Commission  on April 14, 1998 (the
                                    "Proxy Statement")).

                                                   (3.1) Articles of
                                    Incorporation  of the Surviving  Corporation
                                    (incorporated  by reference to Appendix B to
                                    the Proxy Statement).

                                                   (3.2) Bylaws of the Surviving
                                    Corporation.




                                   SIGNATURES


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


Dated: June 29, 1998                            MASTEC, INC.




                                                 By:  /s/ Jose M. Sariego
                                                          Senior Vice President
                                                          and General Counsel




















                                 AMENDED BYLAWS
                                       OF
                                  MASTEC, INC.

                           Amended as of May 14, 1998


                                    ARTICLE I

                                  Shareholders


                  Section  1.  Annual   Meeting.   The  annual  meeting  of  the
shareholders  of the  Corporation  shall be held,  either  within or without the
State of Florida on the third Monday in May of each year,  or on such other date
as the Board of Directors may  determine,  and at such place and at such time as
the Board of Directors  may determine and designate in the notice of the meeting
 . The annual meeting of shareholders shall be held for the election of directors
of the Corporation and for any other proper business as may properly come before
the meeting.

                  Section  2.   Special   Meeting.   Special   meetings  of  the
shareholders  may be called by the Board of Directors or by the  President,  and
shall be called by the President or by the Secretary upon the written request of
the  holders of record of at least  twenty-five  per cent (25%) of the shares of
stock of the  Corporation,  issued and outstanding and entitled to vote, at such
times and at such place either  within or without the State of Florida as may be
designated in the notice of the meeting. Such request shall state the purpose or
purposes of the proposed meeting.

                  Section 3.  Notice of  Meetings.  Except as may be provided by
statute,  written notice of an annual or special meeting of shareholders stating
the time,  place,  date and purpose of every  meeting of  shareholders  shall be
delivered personally or by first-class mail not less than ten days nor more than
sixty days previous  thereto to each  shareholder of record  entitled to vote at
such  meeting.  If mailed,  such  notice  shall be deemed to be  delivered  when
deposited  in the United  States mail  addressed to the  shareholder  at his/her
address  as it  appears  on the stock  transfer  books of the  Corporation  with
postage  thereon  prepaid or at such  other  address  as shall be  furnished  in
writing by him/her to the  Corporation  for such  purpose.  Such further  notice
shall be given as may be required  by law or by these  Bylaws.  Attendance  of a
person at a meeting of shareholders  in person or by proxy  constitutes a waiver
of notice of the meeting except where the  shareholder,  at the beginning of the
meeting, objects to holding the meeting or transacting business at the meeting.

                  Section  4.  Quorum.  The  holders  of  record  of at  least a
majority of the shares of the stock of the  Corporation,  issued and outstanding
and entitled to vote thereat,  present in person or by proxy,  shall,  except as
otherwise  provided by law or by the  Articles of  Incorporation,  constitute  a
quorum at all meetings of the shareholders.  All shareholders  present in person
or  represented  by proxy at such  meeting may  continue  to do  business  until
adjournment, notwithstanding the withdrawal of enough shareholders to leave less
than a quorum.  If, however,  such quorum shall not be initially  present at any
meeting of shareholders, a majority of the shareholders entitled to vote thereat
shall  nevertheless  have power to adjourn the meeting  from time to time and to
another place,  without notice other than  announcement at the meeting,  until a
quorum shall be present or represented.  At such adjourned  meeting,  at which a
quorum shall be present or  represented,  any business may be  transacted  which
might have been  transacted  at the meeting as originally  called.  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  shareholder of record entitled to
vote at the meeting.  Once a share is represented  for any purpose at a meeting,
it is deemed  presented for quorum purposes for the remainder of the meeting and
for any  adjournment  of that meeting unless a new record date is or must be set
for that adjourned meeting.

                  Section  5.   Organization   of  Meetings.   Meetings  of  the
shareholders  shall be presided  over by the Chairman of the Board,  if there be
one, or if he/she is not present, by the President, or if he/she is not present,
by a chairman to be chosen at the meeting. The Secretary of the Corporation,  or
in  his/her  absence  an  Assistant  Secretary,  shall act as  Secretary  of the
meeting, if present.

                  Section 6. Voting. At each meeting of shareholders,  except as
otherwise  provided by law or the Articles of  Incorporation,  every shareholder
shall be  entitled  to one vote in person  or by proxy  for each  share of stock
having  voting power held by such  shareholder.  Except as  otherwise  expressly
required by the  Articles of  Incorporation,  elections  of  directors  shall be
determined  by a plurality of the votes cast  thereat  and,  except as otherwise
provided by statute or the Articles of Incorporation,  all other action shall be
authorized  if the votes cast  favoring the action exceed the votes cast against
the action. Each proxy to vote shall be in writing and signed by the shareholder
or by his/her  duly  authorized  agent or  representative.  A proxy is not valid
after the expiration of 11 months after its date unless the person  executing it
specifies  therein  the  length  of time for which it is to  continue  in force.
Unless prohibited by law, a proxy otherwise validly granted by telegram shall be
deemed to have been signed by the granting shareholder.  All questions regarding
the  qualification  of voters,  the  validity of proxies and the  acceptance  or
rejection of votes shall be decided by the presiding officer of the meeting.

                  At all elections of  directors,  the voting shall be by ballot
or in such other  manner as may be  determined  by the  shareholders  present in
person or by proxy entitled to vote at such election.  With respect to any other
matter presented to the shareholders for their  consideration at a meeting,  any
shareholder entitled to vote may, on any question, demand a vote by ballot.

                  A complete list of the  shareholders  entitled to vote at each
such meeting or any  adjournment  thereof,  arranged in  alphabetical  order and
voting  group,  with the address of each,  and the  number,  class and series of
shares  registered  in the name of each  shareholder,  shall be  prepared by the
Secretary  and  shall be open to the  examination  of any  shareholder,  for any
purpose germane to the meeting,  during ordinary business hours, for a period of
at least ten days prior to the meeting or such  shorter  time as exists  between
the record date and the meeting and continuing through 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 at the office of the  Corporation's
transfer  agent or  registrar.  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 shareholder who is present.

                  Section 7.  Inspectors of Election.  The Board of Directors in
advance of any meeting of  shareholders  may appoint one or more  Inspectors  of
Election to act at the meeting or any  adjournment  thereof.  If  Inspectors  of
Election  are not so  appointed,  the  Chairman of the meeting  may,  and on the
request  of any  shareholder  entitled  to  vote  shall,  appoint  one  or  more
Inspectors of Election.  Each  Inspector of Election,  before  entering upon the
discharge of his/her  duties,  shall take and sign an oath faithfully to execute
the duties of Inspector of Election at such meeting with strict impartiality and
according to the best of his/her ability.  If appointed,  Inspectors of Election
shall take  charge of the polls and,  when the vote is  completed,  shall make a
certificate  of the result of the vote  taken and of such other  facts as may be
required by law.

                  Section 8. Action by Consent. Unless otherwise provided by the
Articles  of  Incorporation,  any action  required  to be taken at any annual or
special meeting of the  shareholders,  or any other action which may be taken at
any  annual  or  special  meeting  of the  shareholders  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  holders of  outstanding
stock  having not less than the minimum  number of votes that would be necessary
to  authorize  such  action at a meeting  at which all shares  entitled  to vote
thereon  were  present  and  voted.   Within  10  days  after   obtaining   such
authorization  by written consent,  notice shall be given to those  shareholders
who have not  consented  in  writing.  The notice  shall  fairly  summarize  the
material  features of the authorized  action and, if the action is of a type for
which dissenters' rights are provided for by statute, the notice shall contain a
clear statement of the right of shareholders dissenting therefrom to be paid the
fair value of their  shares upon  compliance  with  further  provisions  of such
statute regarding the rights of dissenting shareholders.
 
                                   ARTICLE II
                                    DIRECTORS

                  Section 1.  Number,  Quorum,  Term,  Vacancies,  Removal.  The
business  and  affairs  of the  Corporation  shall be  managed  by or under  the
direction  of its Board of  Directors  which may exercise all such powers of the
Corporation  and do all such  lawful acts and things as are not by statute or by
the  Articles of  Incorporation  or by these  Bylaws  directed or required to be
exercised or done by the shareholders. The Board of Directors of the Corporation
shall  consist  of five  persons.  The number of  directors  may be changed by a
resolution  passed by a majority  of the whole Board or by a vote of the holders
of  record of at least a  majority  of the  shares of stock of the  Corporation,
issued and  outstanding  and entitled to vote. The directors shall be elected at
the annual  meeting of the  shareholders,  except as provided in this Section of
this  Article,  and each  director  elected  shall  hold  office  until  his/her
successor is duly elected and qualified or until his/her  death,  resignation or
removal. Directors need not be shareholders or officers of the Corporation.

                  A  majority  of the  members  of the Board of  Directors  then
holding office (but not less than one-third of the total number of directors nor
less than two  directors)  shall  constitute  a quorum  for the  transaction  of
business.  At all  meetings  of a  committee  of the  Board  a  majority  of the
directors then members of the committee in office shall  constitute a quorum for
the transaction of business. The act of a majority of the members present at any
meeting at which there is a quorum shall be the act of the Board of Directors or
the committee,  unless the vote of a larger number is  specifically  required by
statute, by the Articles of Incorporation, or by these Bylaws. If at any meeting
of the  Board or a  committee,  there  shall be less  than a quorum  present,  a
majority of those  present  may  adjourn  the  meeting  from time to time and to
another place without  notice other than  announcement  at the meeting,  until a
quorum shall be present.

                  The Board of  Directors  shall be divided  into three  classes
which shall be denominated  Class I, Class II and Class III,  respectively,  and
whose  members  shall be as nearly equal in number as may be possible,  to serve
for the following terms and until their  successors  shall have been elected and
shall have been  qualified  and unless  sooner  displaced  or removed:  Class I,
comprised  of two  directors  and to  serve  until  the  Annual  Meeting  of the
Corporation's Shareholders in 1999; Class II to be comprised of one director and
to serve until the Annual Meeting of the Corporation's Shareholders in 2000; and
Class III,  comprised of two directors to serve until the Annual  Meeting of the
Corporation's  Shareholders  in  2001.  Thereafter,  at each  subsequent  Annual
Meeting of  Shareholders  the  successors  to the Class of directors  whose term
shall then  expire  shall be elected to hold  office for a term  expiring at the
third succeeding Annual Meeting.

                  Notwithstanding  the  foregoing,  whenever  the holders of any
series of Preferred  Stock shall be entitled,  voting  separately as a Class, to
elect directors, the terms of all directors elected by such holders shall expire
at the next succeeding Annual Meeting of Shareholders.

                  Whenever  any  vacancy  shall  have  occurred  in the Board of
Directors  by  reason  of  death,  resignation,  an  increase  in the  number of
directors or otherwise, it shall be filled by the affirmative vote of a majority
of the remaining  directors,  though less than a quorum of the Board,  or by the
shareholders   (except  as  otherwise   provided  by  law  or  the  Articles  of
Incorporation), and the person so chosen shall hold office until the next annual
election and until his/her  successor is duly elected and has qualified or until
his/her death, resignation or removal.

                  At a meeting of shareholders, any director or the entire Board
of  Directors  may be removed,  solely with cause and provided the notice of the
meeting  states  that one of the  purposes  of the meeting is the removal of the
director.  A director  may be removed only if the number of votes cast to remove
him/her constitutes at least a majority of the voting power of all of the shares
of capital stock then  entitled to vote  generally in the election of directors,
voting together as a single class.  "Cause" shall mean the failure of a director
to substantially  perform such director's duties to the Corporation  (other than
any such failure resulting from incapacity due to physical or mental illness) or
the  willful  engaging  by a  director  in  gross  misconduct  injurious  to the
Corporation.

                  Section 2. Meetings,  Notice.  Regular or special  meetings of
the Board of Directors  shall be held at such place either within or without the
State of Florida,  as may from time to time be fixed by resolution of the Board,
or as may be specified in the notice of meeting.  Regular  meetings of the Board
of  Directors  shall be held at such  times as may from time to time be fixed by
resolution  of the Board  and,  unless the  Articles  of  Incorporation  provide
otherwise, regular meetings of the Board may be held without notice of the date,
time, place or purpose of the meeting.  Special meetings may be held at any time
upon the call of two directors, the Chairman of the Board, if one be elected, or
the President, by oral, telegraphic or written notice, duly served on or sent or
mailed to each director not less than two days before such  meeting.  The notice
need not specify the  business  to be  transacted  or the purpose of the special
meetings. Unless otherwise restricted by the Articles of Incorporation,  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 a meeting
pursuant to this Section  shall  constitute  presence in person at such meeting.
Notice of a meeting of the Board of Directors  need not be given to any director
who signs a waiver of notice either before or after the meeting. Attendance of a
director at a meeting constitutes a waiver of notice of the meeting except where
a director  states,  at the beginning of the meeting or promptly upon arrival at
the meeting, any objection to the transaction of business because the meeting is
not lawfully called or convened.

                  Section 3.  Committees.  The Board of  Directors  may,  in its
discretion,  by resolution  adopted by a majority of the whole Board,  designate
from among its members one or more committees which shall consist of two or more
directors. The Board may designate one or more directors as alternate members of
any such  committee,  who may replace any absent or  disqualified  member at any
meeting of the  committee.  Such  committees  shall have and may  exercise  such
powers as shall be conferred or authorized by the  resolution  appointing  them;
provided, however, such a committee shall not have the power or authority to:

         (A)  approve or recommend to shareholders actions or proposals required
              by statute to be approved by the shareholders,
         (B)  fill vacancies on the Board of Directors or any committee thereof,
         (C)  adopt, amend or repeal the Bylaws of the Corporation,
         (D)  authorize  or approve  the  reacquisition  of shares  unless  
              pursuant to a general formula or method specified by the Board of 
              Directors,  or 
         (E)  authorize or approve the issuance or sale or contract for the sale
              of shares, or determine the  designation and relative  rights,  
              preferences and limitations of a voting group, except that the 
              Board of Directors may authorize a committee (or a senior 
              executive officer of the Corporation) to do so within limits 
              specifically prescribed by the Board of Directors.

                  A majority of any such  committee  may  determine  its action,
keep regular minutes of its meetings and fix the time and place of its meetings,
unless the Board of  Directors  shall  otherwise  provide.  The Board shall have
power at any time to  change  the  membership  of any  such  committee,  to fill
vacancies in it, or to dissolve it.

                  Section 4. Action by Consent. Unless otherwise provided by the
Articles of  Incorporation,  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 or after  such  action,  a written  consent  or
consents  thereto is signed by all members of the Board, or of such committee as
the case may be, and such written  consent or consents is filed with the minutes
of  proceedings  of the board or committee.  Such  consents  shall have the same
effect as a vote of the Board or committee for all purposes.

                  Section 5. Compensation. The Board of Directors may determine,
from  time to  time,  the  amount  of  compensation  which  shall be paid to its
members.  The Board of Directors shall also have power,  in its  discretion,  to
allow a fixed sum and expenses for attendance at each regular or special meeting
of the Board,  or of any  committee  of the  Board;  in  addition,  the Board of
Directors shall also have power,  in its  discretion,  to provide for and pay to
directors  rendering  services to the  Corporation  not  ordinarily  rendered by
directors,  as  such,  special  compensation  appropriate  to the  value of such
services, as determined by the Board from time to time.

                  Section  6.  Resignation.  A  director  may  resign by written
notice to the Corporation. The resignation is effective upon its delivery to the
Corporation or a subsequent time as set forth in the notice of resignation.
                                  
                                   ARTICLE III
                                    OFFICERS

                  Section  1.  Title  and   Election.   The   officers   of  the
Corporation,  who shall be chosen by the Board of Directors at its first meeting
after each annual meeting of shareholders, shall be a President, a Treasurer and
a Secretary.  The Board of  Directors  from time to time may elect a Chairman of
the  Board,  one or  more  Vice  Presidents,  Assistant  Secretaries,  Assistant
Treasurers  and such other officers and agents as it shall deem  necessary,  and
may define  their  powers and  duties.  Any number of offices may be held by the
same person.

                  Section 2. Terms of Office.  The officers shall hold office 
until their successors are chosen and qualify.

                  Section 3. Removal.  Any officer may be removed, either with 
or without cause,  at any  time,  by the affirmative vote of  a majority of the 
Board of Directors.

                  Section 4. Resignations. Any officer may resign at any time by
giving written notice to the  Corporation.  Such  resignation  shall take effect
upon its delivery to the  Corporation  or at the time  specified  therein,  and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.

                  Section 5.  Vacancies.  If the office of any  officer or agent
becomes vacant by reason of death,  resignation,  retirement,  disqualification,
removal from office or  otherwise,  the  directors  may choose a successor,  who
shall hold  office  for the  unexpired  term in  respect  of which such  vacancy
occurred.

                  Section 6. Chairman of the Board. The Chairman of the Board of
Directors,  if one be  elected,  shall  preside at all  meetings of the Board of
Directors and of the shareholders,  and he/she shall have and perform such other
duties  as from  time  to time  may be  assigned  to  him/her  by the  Board  of
Directors.

                  Section  7.  President.  The  President  shall  be  the  chief
executive officer of the Corporation and, in the absence of the Chairman,  shall
preside at all  meetings  of the Board of  Directors,  and of the  shareholders.
He/She  shall  exercise  the powers and  perform  the duties  usual to the chief
executive  officer and, subject to the control of the Board of Directors,  shall
have  general  management  and  control  of  the  affairs  and  business  of the
Corporation;  he/she shall  appoint and  discharge  employees  and agents of the
Corporation  (other than  officers  elected by the Board of  Directors)  and fix
their compensation;  and he/she shall see that all orders and resolutions of the
Board of  Directors  are carried  into  effect.  He/She  shall have the power to
execute bonds, mortgages and other contracts,  agreements and instruments of the
Corporation, and shall do and perform such other duties as from time to time may
be assigned to him/her by the Board of Directors.

                  Section 8. Vice Presidents. If chosen, the Vice Presidents, in
the  order of their  seniority,  shall,  in the  absence  or  disability  of the
President,  exercise  all of the powers and duties of the  President.  Such Vice
Presidents  shall have the power to execute  bonds,  notes,  mortgages and other
contracts,  agreements  and  instruments  of the  Corporation,  and shall do and
perform such other duties  incident to the office of Vice  President  and as the
Board of Directors, or the President shall direct.

                  Section 9. Secretary.  The Secretary shall attend all sessions
of the Board and all meetings of the  shareholders  and record all votes and the
minutes of proceedings in a book to be kept for that purpose. He/She shall give,
or cause to be given,  notice of all  meetings  of the  shareholders  and of the
Board of Directors,  and shall perform such other duties as may be prescribed by
the Board of  Directors.  The Secretary  shall affix the  corporate  seal to any
instrument  requiring  it,  and when so  affixed,  it shall be  attested  by the
signature  of the  Secretary or an  Assistant  Secretary or the  Treasurer or an
Assistant  Treasurer who may affix the seal to any such  instrument in the event
of the absence or disability of the Secretary.  The Secretary  shall have and be
the  custodian of the stock  records and all other books,  records and papers of
the Corporation  (other than  financial) and shall see that all books,  reports,
statements,  certificates  and other  documents and records  required by law are
properly kept and filed.

                  Section 10. Treasurer. The Treasurer shall have the custody of
the corporate funds and securities and shall keep full and accurate  accounts of
receipts  and  disbursements  in books  belonging to the  Corporation  and shall
deposit all monies,  and other valuable effects in the name and to the credit of
the  Corporation,  in such  depositories  as may be  designated  by the Board of
Directors.  He/She shall disburse the funds of the Corporation as may be ordered
by the Board, taking proper vouchers for such disbursements, and shall render to
the  directors  whenever  they  may  require  it,  an  account  of  all  his/her
transactions as Treasurer and of the financial condition of the Corporation.

                  Section 11 . Duties of Officers  May be  Delegated;  Customary
Duties.  In case of the absence or disability of any officer of the Corporation,
or for any  other  reason  that the  Board  may deem  sufficient,  the Board may
delegate  for the time  being,  the  powers or duties,  or any of them,  of such
officer to any other officer,  or to any director.  To the extent the powers and
duties of the several  officers are not provided from time to time by resolution
or other  directive of the Board of Directors or by the President  (with respect
to other  officers),  the officers shall have all powers and shall discharge the
duties  customarily  and  usually  held and  performed  by like  officers of the
corporations similar in organization and business purposes to this Corporation.
                                 
                                   ARTICLE IV
                                INDEMNIFICATION

                  Section  1.  Actions  by  Others.  The  Corporation  (1) shall
indemnify  any person  who was or is a party to any  proceeding  (other  than an
action  by or in the  right of the  (Corpor-ation),  by  reason of the fact that
he/she is or was a director, officer, employee or agent of the Corporation or is
or was  serving  at the  request  of the  Corporation  as a  director,  officer,
employee, or agent of another corporation,  partnership, joint venture, trust or
other enterprise,  against liability incurred by him/her in connection with such
proceeding, including any appeal thereof, if he/she acted in good faith and in a
manner he/she reasonably  believed to be in or not opposed to the best interests
of the Corporation  and, with respect to any criminal action or proceeding,  had
no reasonable cause to believe his/her conduct was unlawful.  The termination of
any proceeding by judgment,  order,  settlement,  conviction,  or upon a plea of
nolo  contendere or its equivalent,  shall not, of itself,  create a presumption
that  the  person  did  not act in  good  faith  and in a  manner  which  he/she
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Corporation,  or, with  respect to any  criminal  action or  proceeding,  had no
reasonable cause to believe that his/her conduct was unlawful.

                  Section 2. Actions by or in the Right of the Corporation.  The
Corporation  shall  indemnify any person who was or is a party to any proceeding
by or in the right of the  Corporation  to  procure a  judgment  in its favor by
reason of the fact that he/she is or was a director,  officer, employee or agent
of the Corporation,  or is or was serving at the request of the Corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture,  trust  or  other  enterprise  against  expenses  and  amounts  paid in
settlement  not  exceeding,  in the  judgment  of the  Board of  Directors,  the
estimated  expense of  litigating  the  proceeding to  conclusion,  actually and
reasonably  incurred by him/her in connection  with the defense or settlement of
such proceeding,  including any appeal thereof.  Such  indemnification  shall be
authorized if such person acted in good faith and in a manner he/she  reasonably
believed  to be in or not  opposed  to the best  interests  of the  Corporation,
except that no  indemnification  shall be made under this  Section in respect of
any claim,  issue or matter as to which such person shall have been  adjudged to
be  liable  unless,  and only to the  extent  that,  the  court  in  which  such
proceeding  was  brought,  or any other court of competent  jurisdiction,  shall
determine upon  application  that,  despite the adjudication of liability but in
view of all the  circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.

                  Section 3. Successful Defense. To the extent that a person who
is or was a director,  officer,  employee or agent of the  Corporation  has been
successful on the merits or otherwise in defense of any  proceeding  referred to
in Section 1 or Section 2 of this Article,  or in defense of any claim, issue or
matter  therein,  he/she  shall be  indemnified  against  expenses  actually and
reasonably incurred by him/her in connection therewith.

                  Section 4. Specific  Authorization.  Any indemnification under
Section 1 or Section 2 of this Article (unless  pursuant to a determination by a
court) shall be made by the Corporation  only as authorized in the specific case
upon a determination that indemnification of the director,  officer, employee or
agent is proper  in the  circumstances  because  he/she  has met the  applicable
standard of conduct set forth in said Sections 1 and 2. Such determination shall
be made (1) by the Board of Directors by a majority vote of a quorum  consisting
of directors  who were not parties to such  proceeding;  (2) if such a quorum is
not  obtainable  or, even if  obtainable,  by majority vote of a committee  duly
designated  by the Board of Directors  (in which  directors  who are parties may
participate)  consisting solely of two or more directors not at the time parties
to the proceeding;  or (3) by independent legal counsel selected by the Board of
Directors  prescribed  in  paragraph  (1)  of  this  Section  or  the  committee
prescribed  in paragraph  (2) of this  Section or, if a quorum of the  directors
cannot be obtained for paragraph 1 and the committee  cannot be designated under
paragraph 2,  selected by majority vote of the full Board of Directors (in which
directors  who are parties may  participate);  or (4) by the  shareholders  by a
majority  vote of a quorum  consisting of  shareholders  who were not parties to
such  proceeding  or, if no such  quorum is  obtainable,  by a majority  vote of
shareholders who were not parties to such proceeding.

                  Section  5.  Advance of  Expenses.  Expenses  incurred  by any
person who may have a right of indemnification under this Article in defending a
civil or criminal  proceeding  may be paid by the  Corporation in advance of the
final  disposition of such  proceedings  upon receipt of an undertaking by or on
behalf of the  director or officer to repay such amount if he/she is  ultimately
found not to be entitled to indemnification by the Corporation  pursuant to this
Article.  Expenses incurred by other employees and agents may be paid in advance
upon such terms or conditions that the Board of Directors deems appropriate.

                  Section   6.   Right   of   Indemnity   Not   Exclusive.   The
indemnification  and advancement or expenses  provided by this Article shall not
be  deemed  exclusive,  and the  Corporation  may  make  any  other  or  further
indemnification  or advancement  of expenses of any of its directors,  officers,
employees,  or agents,  under any bylaws,  agreement,  vote of  shareholders  or
disinterested  directors  or  otherwise,  both as to action in his/her  official
capacity and as to action in another  capacity  while  holding such office,  and
shall continue as to a person who has ceased to be a director, officer, employee
or  agent  and  shall  inure  to  the  benefit  of  the  heirs,   executors  and
administrators  of such a person,  unless otherwise  provided when authorized or
ratified.

                  Section  7.  Insurance.   The  Corporation  may  purchase  and
maintain  insurance  on behalf of any person who is or was a director,  officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint  venture,  trust or other  enterprise  against any liability
asserted  against  him/her  and  incurred  by him/her in any such  capacity,  or
arising out of his/her status as such, whether or not the Corporation would have
the power to indemnify  him/her  against such liability  under the provisions of
this Article, or Section 607.0850 of the Florida Business Corporation Act.

                  Section 8.  Invalidity of Any Provisions of this Article.  The
invalidity or unenforceability of any provision of this Article shall not affect
the validity or enforceability of the remaining provisions of this Article.
                                   
                                    ARTICLE V
                                  CAPITAL STOCK

                  Section 1.  Certificates.  The interest of each shareholder of
the Corporation  shall be evidenced by certificates  for shares of stock in such
form as the Board of Directors may from time to time prescribe. The certificates
of  stock  shall be  signed  by the  President  or a Vice  President  and by the
Secretary,  or  the  Treasurer,  or an  Assistant  Secretary,  or  an  Assistant
Treasurer,  sealed with the seal of the Corporation or a facsimile thereof,  and
countersigned  and registered in such manner,  if any, as the Board of Directors
may by resolution  prescribe.  Where any such  certificate is countersigned by a
transfer agent other than the  Corporation  or its employee,  or registered by a
registrar other than the Corporation or its employee,  the signature of any such
officer may be a facsimile signature.  In case any officer or officers who shall
have signed, or whose facsimile signature or signatures shall have been used on,
any such certificate or certificates  shall cease to be such officer or officers
of the Corporation,  whether because of death, resignation or otherwise,  before
such  certificate or certificates  shall have been delivered by the Corporation,
such  certificate or certificates may nevertheless be adopted by the Corporation
and be issued and  delivered  as though the  person or persons  who signed  such
certificate or certificates or whose  facsimile  signature or signatures'  shall
have been used thereon had not ceased to be such officer or officers.

                  Section 2.  Transfer.  The shares of stock of the  Corporation
shall be  transferred  only  upon the  books of the  Corporation  by the  holder
thereof in person or by his/her  attorney,  upon surrender for  cancellation  of
certificates  for the same  number of shares,  with an  assignment  and power of
transfer endorsed thereon or attached thereto, duly executed, with such proof of
the  authenticity  of  the  signature  as the  Corporation  or  its  agents  may
reasonably require.

                  Section 3. Record  Dates.  The Board of  Directors  may fix in
advance a date,  not less than ten nor more than seventy days preceding the date
of any meeting of shareholders,  or the date for the payment of any dividend, or
the date for the distribution or allotment of any rights,  or for the purpose of
any other action,  as a record date for the  determination  of the  shareholders
entitled  to notice  of, and to vote at,  any such  meeting  or any  adjournment
thereof,  or entitled to receive  payment of any such dividend or to receive any
distribution  or allotment of such rights,  or otherwise,  and in such case only
such  shareholders as shall be shareholders of record on the date so fixed shall
be  entitled  to such  notice of, and to vote at,  such  meeting,  or to receive
payment of such dividend or to receive such distribution or allotment or rights,
as the case may be,  notwithstanding  any  transfer of any stock on the books of
the Corporation after any such record date is fixed as aforesaid.

                  Section   4.  Lost   Certificates.   In  the  event  that  any
certificates  of stock are lost,  stolen,  destroyed or mutilated,  the Board of
Directors may authorize the issuance of a new  certificate of the same tenor and
for the same number of shares in lieu thereof.  The Board may in its discretion,
before the  issuance  of such new  certificate,  require  the owner of the lost,
stolen,  destroyed or mutilated certificate,  or the legal representative of the
owner,  to make an affidavit or  affirmation  setting forth such facts as to the
loss,  destruction  or  mutilation  as it  deems  necessary,  and  to  give  the
Corporation  a bond  in such  reasonable  sum as it  directs  to  indemnify  the
Corporation.

                                   ARTICLE VI
                               CHECKS, NOTES, ETC.

                  Section 1.  Checks,  Notes,  Etc. All checks and drafts on the
Corporation's  bank accounts and all bills of exchange and promissory notes, and
all acceptances, obligations and other instruments for the payment of money, may
be signed by the President or any Vice  President and may also be signed by such
other  officer or officers,  agent or agents,  as shall be thereunto  authorized
from time to time by the Board of Directors,
                                 
                                   ARTICLE VII
                            MISCELLANEOUS PROVISIONS

                  Section 1. Offices.  The registered  office of the Corporation
shall be located at the office of Corporation  Services Company,  in the City of
Tallahassee,  in  the  State  of  Florida  and  said  corporation  shall  be the
registered agent of this Corporation in charge thereof. The Corporation may have
other  offices  either  within or without the State of Florida at such places as
shall be determined  from time to time by the Board of Directors or the business
of the Corporation may require.

                  Section 2. Fiscal  Year.  The fiscal and operating year of the
Corporation  shall  commence on January 1 and end on December 31 in each year.

                  Section 3. Corporate Seal. The seal of the  Corporation  shall
be circular in form and  contain the name of the  Corporation,  and state of its
incorporation.  Such seal may be altered from time to time at the  discretion of
the Board of  Directors.  Except as  otherwise  provided by law,  the failure to
affix the seal of the  Corporation to the document shall not affect the validity
thereof.

                  Section 4.  Books.  There  shall be kept at such office of the
Corporation  as the Board of Directors  shall  determine,  within or without the
State of Florida,  correct  books and records of account of all its business and
transactions, minutes of the proceedings of its shareholders, Board of Directors
and  committees,  and the stock book,  containing the names and addresses of the
shareholders, the number, class and series of shares held by them, respectively,
and the dates when they respectively became the owners of record thereof, and in
which the  transfer  of stock  shall be  registered,  and such  other  books and
records as the Board of Directors may from time to time determine.

                  Section 5 . Governing Documents. These Bylaws shall govern the
internal affairs of the Corporation,  but only to the extent they are consistent
with law and the  Articles of  Incorporation.  Nothing  contained  in the Bylaws
shall, however,  prevent the imposition by contract of greater voting, notice or
other requirements than those set forth in these Bylaws.

                                  ARTICLE VIII
                                   AMENDMENTS

                  Section 1.  Amendments.  The Bylaws of the  Corporation may be
altered, amended or repealed, and new Bylaws adopted, by the affirmative vote of
at least a majority of the members of the Board of  Directors  then in office or
by the  affirmative  vote of the  holders of at least a  majority  of the voting
power of all shares of stock of the Corporation  then entitled to vote generally
in the election of directors,  voting as a single class; provided, however, that
any proposal to amend,  alter,  change or repeal the  provisions of Section 1 of
Article II of the Bylaws of the Corporation  shall require the affirmative  vote
of the holders of at least 80% of the voting power of all the shares of stock of
the Corporation entitled to vote generally in the election of directors,  voting
together as a single class.