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                                                                     EXHIBIT 3.2




                                    BY-LAWS
                                       OF
                               WESTERN ATLAS INC.

                             ----------------------

                                   ARTICLE 1
                                    OFFICES

         SECTION 1.  PRINCIPAL OFFICE. - The principal office shall be
established and maintained at the office of The Prentice-Hall Corporation
System, Inc., in the City of Dover, in the County of Kent, in the State of
Delaware, and said corporation shall be the resident agent of this Corporation
in charge thereof.

         SECTION 2.  OTHER OFFICES. - The Corporation may have other offices,
either within or outside of the State of Delaware, at such place or places as
the Board of Directors may from time to time designate or the business of the
Corporation may require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

         SECTION 1.  PLACE OF MEETINGS. - The annual meeting and all other
meetings of the stockholders shall be held at such place as shall be fixed by
resolution of the Board of Directors and stated in the notice of the meeting.

         SECTION 2.  ANNUAL ELECTION OF DIRECTORS. - The annual meeting of
stockholders for the election of directors and the transaction of other
business shall be held in each year commencing after December 31, 1994, on such
date and at such time as may be fixed by resolution of the Board of Directors.

         SECTION 3.  VOTING. - All elections for directors shall be decided by
plurality votes.  All other questions submitted to the stockholders shall be
decided by the affirmative vote of a majority of the votes cast with respect
thereto, except as otherwise provided by the Certificate of Incorporation or
the General Corporation Law of the State of Delaware (the "DGCL").

         SECTION 4.  QUORUM. - Except as otherwise required by law, by the
Certificate of Incorporation or by these By- laws, the presence, in person or
by proxy, of stockholders holding a majority of the stock of the Corporation
entitled to vote shall constitute a quorum at all meetings of the stockholders.
In case a quorum shall not be present at any meetings, a majority in interest
of the stockholders 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 announcement at the meeting, until the requisite amount of stock entitled
to vote shall be present.  At any such adjourned meeting at which the requisite
amount of stock 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 5.  SPECIAL MEETINGS. - Special meetings of the stockholders
for any purpose or purposes shall be called only upon a request in writing
therefor, stating the purpose or purposes thereof, delivered to the Chairman of
the Board, the President, or the Secretary, signed by a majority of the
directors, or by resolution of the Board of Directors or the Executive
Committee thereof.  No business other than that stated in the notice shall be
transacted at any special meeting.



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         SECTION 6.  NOTICE OF MEETINGS. - Written or printed notice, stating
the place and time of the meeting and the general nature of the business to be
considered, shall be given by the Secretary to each stockholder entitled to
vote thereat, at such stockholders' address as it appears on the stock transfer
books of the Corporation, at least ten days but not more than 60 days before
the meeting.

         SECTION 7.  NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS.

         (A)  Annual Meeting of Stockholders.  (1) Nominations of persons for
election to the Board of Directors of the Corporation and the proposal of
business to be considered by the stockholders may be made at an annual meeting
of stockholders (a) pursuant to the Corporation's notice of meeting, (b) by or
at the direction of the Board of Directors or (c) by any stockholder of the
Corporation who was a stockholder of record at the time of giving notice
provided for in this By-law, who is entitled to vote at the meeting and who
complies with the notice procedures set forth in this By- law.

         (2)  For nominations or other business to be properly brought before
an annual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1)
of Section 7 of this By-law, the stockholder must have given timely notice
thereof in writing to the Secretary of the Corporation and such other business
must otherwise be a proper matter for stockholder action.  To be timely, a
stockholder's notice shall be delivered to the Secretary at the principal
executive offices of the Corporation not later than the close of business on
the 70th day nor earlier than the close of business on the 90th day prior to
the first anniversary of the preceding year's annual meeting; provided,
however, that in the event that the date of the annual meeting is more than 20
days before or more than 70 days after such anniversary date, notice by the
stockholder to be timely must be so delivered not earlier than the close of
business on the 90th day prior to such annual meeting and not later than the
close of business on the later of the 70th day prior to such annual meeting or
the 10th day following the day on which public announcement of the date of such
meeting is first made by the Corporation.  In no event shall the public
announcement of an adjournment of an annual meeting commence a new time period
for the giving of a stockholder's notice as described above.  Such
stockholder's notice shall set forth (a) as to each person whom the stockholder
proposes to nominate for election or reelection as a director all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors in an election contest, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (the "Exchange Act") and Rule 14a-11 thereunder
(including such person's written consent to being named in the proxy statement
as a nominee and to serving as a director if elected); (b) as to any other
business that the stockholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest
in such business of such stockholder and the beneficial owner, if any, on whose
behalf the proposal is made; and (c) as to the stockholder giving the notice
and the beneficial owner, if any, on whose behalf the nomination or proposal is
made (i) the name and address of such stockholder, as they appear on the
Corporation's books, and of such beneficial owner and (ii) the class and number
of shares of the Corporation which are owned beneficially and of record by such
stockholder and such beneficial owner.

         (3)  Notwithstanding anything in the second sentence of paragraph
(A)(2) of Section 7 of this By-law to the contrary, in the event that the
number of directors to be elected to the Board of Directors of the Corporation
is increased and there is no public announcement by the Corporation naming all
of the nominees for director or specifying the size of the increased Board of
Directors at least 80 days prior to the first anniversary of the preceding
year's annual meeting, a stockholder's notice required by this By-law shall
also be considered timely, but only with respect to nominees for any new
positions created by such increase, if it shall be delivered to the Secretary
at the principal executive offices of the Corporation not later than the close
of business on the 10th day following the day on which such public announcement
is first made by the Corporation.





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         (B)  Special Meetings of Stockholders.  Only such business shall be
conducted at a special meeting of stockholders as shall have been brought
before the meeting pursuant to the Corporation's notice of meeting.
Nominations of persons for election to the Board of Directors may be made at a
special meeting of stockholders at which directors are to be elected pursuant
to the Corporation's notice of meeting (a) by or at the direction of the Board
of Directors or (b) provided that the Board of Directors has determined that
directors shall be elected at such meeting, by any stockholder of the
Corporation who is a stockholder of record at the time of giving notice
provided for in this By-law, who shall be entitled to vote at the meeting and
who complies with the notice procedures set forth in this By-law.  In the event
the Corporation calls a special meeting of stockholders for the purpose of
electing one or more directors to the Board of Directors, any such stockholder
may nominate a person or persons (as the case may be), for election to such
position(s) as specified in the Corporation's notice of meeting, if the
stockholder's notice required by paragraph (A)(2) of this By-law shall be
delivered to the Secretary at the principal executive offices of the
Corporation not earlier than the close of business on the 90th day prior to
such special meeting and not later than the close of business on the later of
the 70th day prior to such special meeting or the 10th day following the day on
which public announcement is first made of the date of the special meeting and
of the nominees proposed by the Board of Directors to be elected at such
meeting.  In no event shall the public announcement of an adjournment of a
special meeting commence a new time period for the giving of a stockholder's
notice as described above.

         (C)  General.  (1)  Only such persons who are nominated in accordance
with the procedures set forth in this By- law shall be eligible to serve as
directors and only such business shall be conducted at a meeting of
shareholders as shall have been brought before the meeting in accordance with
the procedures set forth in this By-law.  Except as otherwise provided by law,
the Certificate of Incorporation or these By-laws, the Chairman of the meeting
shall have the power and duty to determine whether a nomination or any business
proposed to be brought before the meeting was made or proposed, as the case may
be, in accordance with the procedures set forth in this By-law and, if any
proposed nomination or business is not in compliance with this By-law, to
declare that such defective proposal or nomination shall be disregarded.

         (2)  For purposes of this By-law, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant
to Section 13, 14 or 15(d) of the Exchange Act.

         (3)  Notwithstanding the foregoing provisions of this By-law, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this By-law.  Nothing in this By-law shall be deemed to affect any
rights (i) of stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act or
(ii) of the holders of any series of Preferred Stock to elect directors under
specified circumstances.

         SECTION 8.  NO STOCKHOLDER ACTION BY WRITTEN CONSENT. - Subject to the
rights of the holders of any series of Preferred Stock with respect to such
series of Preferred Stock, any action required or permitted to be taken by the
stockholders of the Corporation must be effected at an annual or special
meeting of stockholders of the Corporation and may not be effected by any
consent in writing by such stockholders.

         SECTION 9.  INSPECTORS OF ELECTIONS; OPENING AND CLOSING THE POLLS -
The Board of Directors by resolution shall appoint, or authorize an officer of
the Corporation to appoint, one or more inspectors, which inspector or
inspectors may include individuals who serve the Corporation in other
capacities, including, without limitation, as officers, employees, agents or
representatives of the





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Corporation, to act at the meeting and make a written report thereof.  One or
more persons may be designated as alternate inspector(s) to replace any
inspector who fails to act.  If no inspector or alternate has been appointed to
act, or if all inspectors or alternates who have been appointed are unable to
act, at a meeting of stockholders, the chairman of the meeting shall appoint
one or more inspectors to act at the meeting.  Each inspector, before
discharging his or her duties, shall take and sign an oath faithfully to
execute the duties of inspector with strict impartiality and according to the
best of his or her ability.  The inspector(s) shall have the duties prescribed
by the DGCL.

         The chairman or secretary of the meeting shall fix and announce at the
meeting the date and time of the opening and the closing of the polls for each
matter upon which the stockholders will vote at the meeting.

                                  ARTICLE III
                                   DIRECTORS

         SECTION 1.  NUMBER AND TERM. - The number of directors shall be fixed
from time to time by resolution of the Board of Directors but shall be not less
than seven nor more than fifteen.

         The directors, other than those who may be elected by the holders of
any series of Preferred Stock or any other series or class of stock, shall be
divided into three classes, as nearly equal in number as possible.  One class
of directors shall be initially elected for a term expiring at the annual
meeting of stockholders to be held in 1995, another class shall be initially
elected for a term expiring at the annual meeting of stockholders to be held in
1996, and another class shall be initially elected for a term expiring at the
annual meeting of stockholders to be held in 1997.  Members of each class shall
hold office until their successors are elected and qualified.  At each
succeeding annual meeting of the stockholders of the Corporation, the
successors of the class of directors whose term expires at that meeting shall
be elected by a plurality vote of all votes cast at such meeting to hold office
for a term expiring at the annual meeting of stockholders held in the third
year following the year of their election.

         SECTION 2.  CHAIRMAN OF THE BOARD OF DIRECTORS. - The Chairman of the
Board of Directors shall be elected by the Board of Directors.  He or an acting
chairman shall preside at the meetings of the Board of Directors and he or any
director or officer of the Corporation designated by him shall preside at all
meetings of the stockholders of the Corporation.  He shall perform such other
duties and services as shall be assigned to him by the Board of Directors.

         SECTION 3.  RESIGNATION. - Any member of the Board of Directors or of
any committee thereof 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 Chairman of the Board or the
Secretary.  The acceptance of a resignation shall not be necessary to make it
effective.

         SECTION 4.  VACANCIES. - Subject to the rights of the holders of any
series of Preferred Stock or any other series or class of stock, as set forth
in the Certificate of Incorporation, to elect additional directors under
specific circumstances, and unless the Board of Directors otherwise determines,
vacancies resulting from death, resignation, retirement, disqualification,
removal from office or other cause, and newly created directorships resulting
from any increase in the authorized number of directors, may be filled only by
the affirmative vote of a majority of the remaining directors, though less than
a quorum of the Board of Directors, and directors so chosen shall hold office
for a term expiring at the annual meeting of stockholders at which the term of
office of the class to which they have been elected expires and until such
directors' successors shall have been duly elected and qualified.  No decrease
in the number of authorized directors shall shorten the term of any incumbent
director.





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         SECTION 5.  REMOVAL. - Subject to the rights of the holders of any
series of Preferred Stock or any other series or class of stock to elect
additional directors under specific circumstances, any director may be removed
from office at any time, but only for cause and only by the affirmative vote of
the holders of at least 80 percent of the voting power of the ten outstanding
capital stock of the Corporation entitled to vote generally in the election of
directors (the "Voting Stock"), voting together as a single class.

         SECTION 6.  POWERS. - The Board of Directors shall exercise all of the
powers of 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.

         SECTION 7.  EXECUTIVE COMMITTEE. - The Board of Directors shall elect
from among its membership an Executive Committee to consist of three members.
Between the meetings of the Board of Directors and while such Board is not in
session, the Executive Committee shall have all the powers and exercise all the
duties of the Board of Directors to the fullest extent permitted by the DGCL,
including but not limited to the power to authorize the issuance of the stock
of the Corporation, to declare a dividend on any class of stock of the
Corporation and to adopt a certificate of ownership and merger pursuant to
Section 253 of the DGCL.  The Executive Committee shall report all of its
actions to the Board of Directors, and its powers herein created shall be
subject to such limitation as may be imposed by the Board of Directors, acting
at any regular meeting or at any special meeting for which notice of such
action has been given.  The meetings of the Executive Committee shall be called
by the Secretary of the Corporation, from time to time, at the direction and
upon the request of any member of the Executive Committee.  Notice of such
meeting shall in each instance be given to each member of the Committee at his
or her last known business address, at least one day before the meeting, either
orally or in writing, delivered personally or by mail or telegraph.  The
Chairman of the Executive Committee, unless otherwise provided by resolution or
resolutions of the Board of Directors, shall be elected by a majority of the
members of the Executive Committee, and whenever any change shall be made in
the membership of any such Committee, a new Chairman shall be elected in the
same manner.  The Committee shall keep regular minutes of its proceedings and
report the same to the Board of Directors when required.

         SECTION 8.  OTHER COMMITTEES. - The Board of Directors may by
resolution or resolutions, passed by a majority of the whole Board, designate
one or more additional committees, each committee to consist of two or more of
the directors of the Corporation which, to the extent provided in said
resolution or resolutions or in these By-laws, shall have and may exercise the
powers of the Board of Directors in the management of the business and affairs
of the Corporation and may have power to authorize the seal of the Corporation
to be affixed to all papers which may require it.  In addition to the regular
members of each committee, the Board may designate one or more alternate
members who may replace any absent or disqualified member at any meeting of the
committee.  In the event of the absence or disqualification of any member of
such committee, or committees, at a time when the Board is not in session, the
members of the committee present at any meeting and not disqualified from
voting, whether or not he, she 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.  Such committee or committees
shall have such name or names as may be stated in these By- laws or as may be
determined from time to time by resolution adopted by the Board of Directors.
The Chairman of each such committee, unless otherwise provided by the Board of
Directors in such resolution or resolutions designating such committee, shall
be elected by a majority of the members of each such committee and whenever any
change shall be made in the membership of any such committee, a new Chairman
shall be elected in the same manner.  The committees shall keep regular minutes
of their proceedings and report the same to the Board when required.





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         SECTION 9.  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, immediately after the annual meeting of 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 the Board of
Directors.

         Special meetings of the Board may be called (i) by the Chairman of the
Board, (ii) by the Vice Chairman of the Board, (iii) by the President, or (iv)
by the Secretary on the written request of the Chairman of the Board or
directors constituting a majority of the Board upon notice to each directors
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.

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

         Any action required or permitted to be taken at any meeting of the
Board of Directors or any committee thereof may be taken without a meeting if
all the members of the Board or committee, as the case may be, consent thereto
in writing, and the writings are filed with the minutes of proceedings of the
Board, governing body, or committee.

         SECTION 10.  QUORUM. - One-third of the directors, but not less than
four, 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 11.  COMPENSATION. - Directors shall not receive any stated
salary for their services as directors or as members of committees, but by
resolution of the Board a fixed annual fee and a fixed fee for attendance at
each meeting of the Board or any committee thereof shall be established.  In
addition, a fixed annual or other fee may be paid for specified services to the
Board, including service as chairman of a committee of the Board.  Expenses of
attendance at any such meeting may be reimbursed.  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 12.  ADVISORY DIRECTORS. - The Board of Directors may elect
one or more advisory directors who shall have such powers and shall perform
such duties as the directors shall assign to them.  Advisory directors shall,
upon election, serve until the next annual meeting of stockholders.

         Advisory directors shall receive notices of all meetings of the Board
of Directors in the same manner and at the same time as the directors.  They
shall attend said meetings referred to in said notices in an advisory capacity,
but will not cast a vote or be counted to determine a quorum.  Any advisory
directors may be removed either with or without cause, by a majority of the
directors at the time in office, at any regular or special meeting of the Board
of Directors.





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         Advisory directors shall not receive any stated salary for their
services as advisory directors, but by resolution of the Board of Directors a
fixed annual fee and/or a fixed fee for attendance at each meeting of the Board
or any committee thereof shall be established.  Expenses of attendance at any
such meeting may be reimbursed.  Nothing herein contained shall be construed to
preclude any advisory director from serving the Corporation in any other
capacity as an officer, agent or otherwise and receiving compensation therefor.

                                   ARTICLE IV
                                    OFFICERS

         SECTION 1.  OFFICERS. - The officers of the Corporation shall be a
President, Chief Executive Officer, a Secretary, a Treasurer, and, if deemed
necessary, expedient, or desirable by the Board of Directors, one or more Chief
Operating Officers, one or more Vice Presidents (one or more of whom may be
designated Executive or Senior Vice President), one or more Assistant
Secretaries, and one or more Assistant Treasurers.  The Board of Directors
shall also designate the Chairman of the Board or the President as the Chief
Executive Officer of the Corporation unless prohibited by Section 2 of Article
III.  Except as may otherwise be provided in the resolution of the Board of
Directors choosing him or her, no officer other than the President need be a
director.  Except as may be limited by law, any number of offices may be held
by the same person, as the directors may determine.

         Unless otherwise provided for in the resolution choosing him or her,
each officer shall be chosen for a term that shall continue until the meeting
of the Board of Directors following the next annual meeting of stockholders and
until his or her successor shall have been chosen and qualified.

         All officers of the Corporation shall have such authority and perform
such duties as shall be prescribed in the By-laws or in the resolutions of the
Board of Directors designating and choosing such officers and shall have such
additional authority and duties as are incident to their office except to the
extent that such resolutions may be inconsistent therewith.  Any officer may be
removed, with or without cause, by the Board of Directors.  Any vacancy in any
office may be filled by the Board of Directors.

         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 terms and shall exercise such powers and perform such
duties as shall be determined from time to time by the Board of Directors.  The
Chief Executive Officer may appoint key executives to the position of staff
vice president.  Such staff vice presidents shall not be corporate officers and
shall exercise such powers and perform such duties as are assigned to them by
the Chief Executive Officer or the President, if any, or by any other officer
of the Corporation designated for such purpose by the Chief Executive Officer
or President.

                                   ARTICLE V
                                 MISCELLANEOUS

         SECTION 1.  CERTIFICATES OF STOCK. - Certificates of stock, numbered
and with the seal of the Corporation affixed, signed by the Chairman of the
Board of Directors, the Vice Chairman of the Board, the President or Vice
President, and the Treasurer or an Assistant Treasurer, or Secretary or an
Assistant Secretary, shall be issued to each stockholder certifying the number
of shares owned by such stockholder in the Corporation.  When such certificates
are signed by either (1) a transfer agent other than the Corporation or its
employee or (2) a registrar other than the Corporation or its employee, the
signatures of such officers of the Corporation may be facsimiles.





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         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 such
owner's legal representative, to give the Corporation a bond, in such sum as
they may direct to indemnify the Corporation against any claim that may be made
against it on account of the alleged loss of any such certificate or the
issuance of any such new certificate.

         SECTION 3.  TRANSFER OF SHARES. - Upon surrender to the Corporation of
a certificate for shares, properly endorsed, the Corporation shall issue a new
certificate to the transferee, cancel the old certificate, and record the
transaction on its books.  The person in whose name shares of stock stand on
the books of the Corporation shall be deemed by the Corporation to be the owner
thereof for all purposes, and the Corporation shall not be bound to recognize
any equitable or other claim thereto on the part of any other person.

         SECTION 4.  REGULATIONS. - The Board of Directors may make such rules
and regulations as it may deem expedient concerning the issue, transfer, and
registration of certificates of stock of the Corporation.

         SECTION 5.  RECORD DATE. - The Board of Directors may fix in advance a
date, not more than 60 days nor less than 10 preceding any action, including
the date of the payment of any dividend or the date of the allotment of rights
or the date when any change or conversion or exchange of capital stock shall go
into effect, as a record date for the determination of the stockholders
entitled to notice of, and to vote at, any meeting of stockholders, or entitled
to receive payment of any such dividends or to any such allotment of rights or
to exercise the rights in respect of any such change, conversion or exchange of
capital stock, or for the purpose of any lawful action, and in such case such
stockholders only as shall be stockholders 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 allotment of rights or to exercise such
rights as the case may be, notwithstanding any transfer of any stock on the
books of the Corporation after any such record date fixed as aforesaid.

         SECTION 6.  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 meet
contingencies or for equalizing dividends or for such other purposes as the
directors shall deem conducive to the interests of the Corporation.

         SECTION 7.  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."  Said seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.

         SECTION 8.  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 a post office box in a sealed
post-paid wrapper or by transmittal by telex or facsimile, addressed to the
person entitled thereto at his or her last known post office address or telex
or facsimile number, and such notice shall be deemed to have been given on the
day of such mailing or transmission.  Stockholders not entitled to vote shall
not be entitled to receive notice of any meetings except as otherwise provided
by statute.





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         Whenever any notice 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, waiver thereof in writing, signed by the person
or persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto.  Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting at the beginning
of the meeting to the transaction of any business because the meeting is not
lawfully called or convened.

                                   ARTICLE VI
                                   AMENDMENTS

         These By-laws may be altered or repealed and new By-laws may be
adopted (1) at any annual or special meeting of stockholders if notice of the
proposed alteration, repeal or adoption of the new By-law or By-laws be
contained in the notice of such special meeting by the affirmative vote of a
majority of the stock issued and outstanding and entitled to vote thereat,
provided, however, that any proposed alteration or repeal of or the adoption of
any By-law inconsistent with, Section 1, 3 or 4 of Article III hereof by the
stockholders shall require the affirmative vote of at least 80% of the stock
issued and outstanding and entitled to vote thereat, or (2) by the affirmative
vote of a majority of the members present at any regular meeting of the Board
of Directors, or at any special meeting of the Board of Directors, if notice of
the proposed alternation, repeal or new By-law or By-laws to be made, be
contained in the notice of such special meeting.





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