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                                                               Exhibit 3.2

                              HMI INDUSTRIES INC.

                                    BY-LAWS



                                   ARTICLE I

                                    Offices
                                    -------

         Section 1. REGISTERED OFFICE.  The registered office of the
corporation shall be in the City of Wilmington, County of New Castle, State of
Delaware.

         Section 2. OTHER OFFICES.  The corporation may also have offices at
such other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the corporation
may require.


                                   ARTICLE II

                     Stockholders and Stockholder Meetings
                     -------------------------------------

         Section 1. ANNUAL MEETING.  An Annual Meeting of the Stockholders
shall be held each year, beginning with the year 1989, for the purpose of
electing directors by written ballot and a plurality vote, and for the
transaction of such other business as may properly come before the meeting.
Such Annual Meeting shall be held each year at such time and on such business
day as the Board of Directors may determine each year.  If the Annual Meeting
for the election of directors is not held on the day designated herein or
pursuant hereto, the Board of Directors shall cause the meeting to be held as
soon thereafter as convenient.


         Section 2. SPECIAL MEETINGS.  Special meetings of the stockholders,
for any purpose or purposes, unless otherwise prescribed by statute, may be
called by the Chairman of the Board or the President or the Board of Directors,
and shall be called by the Secretary at the written request of stockholders
owning not less than ten (10) percent of the outstanding shares of the capital
stock of the corporation entitled to vote.  Such written request of
stockholders must be made at least seventy-five (75) days prior to the first
day upon which an annual meeting of stockholders may be held pursuant to these
by-laws, and state the purpose or purposes of the proposed meeting.

         Section 3. PLACE OF MEETING.  The Board of Directors may from time to  
time designate any place, either within or without the State of Delaware, as
the place of meeting for any annual or special meeting of stockholders.  If no 
such designation is made by the Board of Directors with respect to a special
meeting called other than by the Board itself, the officer calling such meeting
shall designate a place in the City of Chicago, State of Illinois, where such
meeting shall be held.




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         Section 4. NOTICE OF MEETING.  Written notice stating the place, day
and hour of a meeting and the purpose or purposes for which the meeting is to
be held, shall be given, unless a statute specifies a different time period,
not less than ten nor more than fifty days before the date of the meeting,
either personally or by mail, to each stockholder of record entitled to vote at
such meeting.  If mailed, notice is given when deposited in the United States
mail, postage prepaid, directed to the stockholder at his address as it appears
on the records of the corporation.  Business transacted at any meeting of
stockholders shall be limited to the purposes stated in the notice of such
meeting.

         Section 5. VOTING LISTS.  The officer who has charge of the stock
ledger of the corporation shall prepare and make, at least ten days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder.  Such list 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.  Upon the willful neglect or refusal of the
directors to produce such a list at any meeting for the election of directors,
they shall be ineligible for election to any office at such meeting.

         Section 6. QUORUM.  A majority of the outstanding shares of the
capital stock of the corporation entitled to vote, and represented in person or
by proxy, shall constitute a quorum at a meeting of stockholders.  If less than
a majority of such outstanding shares are represented at a meeting, a majority
of the shares so represented may adjourn the meeting from time to time without
further notice of the adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken.  At the adjourned
meeting the corporation may transact any business which might have been
transacted at the original meeting.  If the adjournment is for more than thirty
days, of 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 7. VOTING OF SHARES.  Unless otherwise provided by or pursuant
to Article Fourth of the Certificate of Incorporation, and subject to the
provisions of Section 1, Article VIII of these by-laws and Section 213 of the
General Corporation Law of the State of Delaware, such stockholder shall be
entitled at every meeting of stockholders to one vote in person or by proxy for
each share of the capital stock having voting power held by such stockholder.
Any such proxy shall be in writing and shall be filed with the Secretary of the
corporation before  or at the time of the meeting.  No such proxy shall be
voted or acted upon after three years from its date, unless the proxy provides
for a longer period.

         Section 8. DECISION BY MAJORITY.  When a quorum is present at any
meeting, the vote of the holders of a majority of the stock having voting power
present in person or represented by 



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proxy shall decide any questions brought before such meeting, unless the
question is one upon which by express provision of statute or of the
Certificate of Incorporation, a different vote is required in which case such
express provision shall govern and control the decision of such question.

         Section 9. INFORMAL ACTION BY STOCKHOLDERS.  Subject to Section 271 of
the General Corporation Law of Delaware, whenever the vote of stockholders at a
meeting is required or permitted to be taken for or in connection with any
corporate action by any provision of statute, the meeting and vote of
stockholders may be dispensed with if all of the stockholders who would have
been entitled to vote upon the action if such meeting were held shall consent
in writing to such corporate action being taken.


                                  ARTICLE III

                               Board of Directors
                               ------------------

         Section 1. GENERAL POWERS.  The business and affairs of the
corporation shall be managed by its Board of Directors except as may be
otherwise provided by statute, the Certificate of Incorporation or these
by-laws.

         Section 2. NUMBER, TENURE AND QUALIFICATIONS.
         
                 (a)  The number of directors of the corporation shall be fixed
by resolution of the Board of Directors from time to time but shall not be less
than three nor more than eleven; provided, however, that the number of
directors shall not be reduced so as to shorten the term of any director at the
time in office.  Except as provided in Section 3 of Article III, directors
shall be elected at a meeting of stockholders held in accordance with Section
1, Article II.  Directors need not be stockholders of the corporation.

                 (b)  The Board of Directors shall be divided into three
classes, as nearly equal in numbers as the then total number of directors
constituting the entire Board permits with the term of office of one class
expiring each year.  At the annual meeting of stockholders in January, 1995
directors of the first class shall be elected to hold office for a term
expiring at the next succeeding annual meeting, directors of the second class
shall be elected to hold office for a term expiring at the second succeeding
annual meeting and directors of the third class shall be elected to hold office
for a term expiring at the third succeeding annual meeting.  At each subsequent
annual meeting of stockholders 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.

         Section 3. VACANCIES.  Subject to Section 223 of the General
Corporation Law of the State of Delaware, newly created directorships resulting
from any increase in the authorized number of directors and vacancies on the
Board of directors occurring for any other reason may be filled by a majority
of the directors then in office, though less than a quorum, or by a sole
remaining director and any directors so chosen shall hold office until the next
election of the class for which such directors have been chosen and until their
successors shall be elected and qualified.


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       Section 4. REGULAR MEETINGS.  A regular meeting of a newly elected Board
of Directors shall be held without other notice than this By-Law, immediately
after, and at the same place as, the annual meeting of stockholders. The Board
of Directors may provide, by resolution, the time and place, either within or
without the State of Delaware, for the holding of additional regular meeetings
without other notice than such resolution.

       Section 5. SPECIAL MEETINGS.  Special meetings of the Board of Directors
may be called by the Chairman of the Board of the President, and shall be
called by the Secretary at the written request of any two directors. The 
officer calling special meetings as aforesaid may fix the time and designate
any place, either within or without the State of Delaware, for holding any
special meeting of the Board of Directors called by him.   

       Section 6. NOTICE.  Notice of any special meeting shall be given at
least two days prior thereto by written notice personally or mailed to each
director at his business address, or by telegram. If mailed, such notice shall
be deemed to be delivered when deposited in the United States mail, so
addressed, with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is delivered to the
telegraph company. Any director may waive notice of any meeting. The attendance
of a director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called
or convened. Except as otherwise provided by statute, neither the business to
be transacted at, nor the purpose of, a special meeeting of the Board of
Directors need be specified in the notice of such meeting.   

       Section 7. QUORUM -- MANNER OF ACTION.  A majority of the number of
directors then in office shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, but if less than such
majority if present at a meeting, the directors present may adjourn the meeting
from time to time without notice other than an announcement at the meeting,
until a quorum is present. The vote of the majority of the directors present
at a meeting at which there is a quorum shall be the act of the Board
of Directors.

       Section 8. EXONERATION FROM LIABILITY IN CERTAIN CASES.  If there is
any violation of the provisions of Sections 160, 173 or 243 of the General
Corporation Law of the State of Delaware (involving payment of an unlawful
dividend or an unlawful purchase or redemption of the capital stock of the
corporation) for which members of the Board of Directors under whose
administration the same shall have been done may be jointly and severally
liable to the corporation under Section 174 of said General Corporation Law,
any director who may have been absent when the same was done, or who may have
dissented from the act or resolution by which the same was done, may exonerate
himself from such liability by causing his dissent to be entered on the books
containing the minutes of the proceedings of the directors at the time the
same was done, or immediately after he has notice of the same.


       
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        Section 9. RELIANCE ON BOOKS OF ACCOUNT, ET CETERA. Each member of the
Board of Directors and of any committee designated by the Board of Directors,
shall in the performance of his duties, be fully protected in relying in good
faith upon the books of account or other records of the corporation or upon
reports made to, or statements prepared for, the corporation by any of its
officers, or by independent certified public accountants, or by an appraiser
selected with reasonable care by the Board of Directors or by any such
committee.

        Section 10.  ACTION WITHOUT A MEETING.  Any action required or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if all members of the Board of Directors consent thereto in
writing, and the writing or writings are filed with minutes of its proceedings.

        Section 11.  COMPENSATION.  The directors may be paid their expenses,
if any, of attending any meeting of the Board of Directors, and may also be
paid either a fixed sum for attendance at each meeting of the Board of
Directors or a stated amount as monthly, quarterly or annual compensation.
Members of special or standing committees of the Board of Directors may be
allowed like compensation for performing their duties on such committees.  No
such payment shall preclude any director from serving the corporation in any
other capacity and receiving compensation therefor.


                                   ARTICLE IV

                        Committees of Board of Directors
                        --------------------------------

        Section 1. FORMATION OF COMMITTEES.  The Board of Directors may by
resolution adopted by a majority of the whole board designate one or more
committees, each committee to consist of two or more directors of the
corporation.  Any such committee, to the extent provided in such a resolution,
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 authorize the
seal of the corporation to be affixed to all papers that require it.  Each such
committee shall have such name as may be determined from time to time by the
Board of Directors.

        Section 2. APPOINTMENT OF MEMBERSHIP. The Board of Directors by
resolution adopted by a majority of the whole board shall appoint the directors
who shall be members of any such committee, each such member to hold office
until the next regular annual meeting of the Board of Directors following his
appointment and until his successor is appointed and qualified.  Any member of
such a committee may be removed at any time with or without cause, and any
vacancy (whether created by removal, resignation or otherwise) may be filled,
by a resolution adopted in like manner by the Board of Directors.  The Board of
Directors may also designate in any such resolution one or more directors as
alternative members of any such committee, who may replace any absent or
disqualified member at any meeting of the committee; but if there be no such
designation, the member or members of any such committee present at any meeting
and not disqualified from voting, whether or not he 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.


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        Section 3. MEETINGS.  Regular meetings of any such committee may be
held without notice at such times and places as the committee may fix from time
to time by resolution.  Special meetings of a committee may be called by the
presiding officer thereof upon not less than one day's notice stating the
place, date and hour of the meeting, which notice may be written or oral or by
telegram.  If such notice is mailed, it shall be deemed to be delivered when
deposited in the mail addressed to a member at his business address, and if
sent by telegram, when delivered to the telegraph company.  Any member of a
committee may waive notice of a meeting; and no such notice need be given to a
member of a committee who attends a meeting in person.  The notice of a meeting
of a committee need not state the business proposed to be transacted at the
meeting.

        Section 4. QUORUM.  A majority of the members of a committee appointed
or designated as provided in Section 2 of this Article IV, shall constitute a
quorum for the transaction of business at any meeting thereof. Any action by a
committee must be authorized by the affirmative vote of a majority of the
members present at a meeting at which a quorum exists.

        Section 5. ACTION WITHOUT A MEETINGS.  Any action required or permitted
to be taken at any meeting of a committee may be taken without a meeting if all
regular members of the committee consent thereto in writing, and the writing or
writings are filed with the minutes of its proceedings.

        Section 6. PROCEDURE.  Unless its presiding officer shall have been
designated by a majority of the whole Board of Directors, a committee shall
elect a presiding officer from among its members.  It shall keep regular
minutes of its proceedings and report any action taken by it to the next
meeting of the Board of Directors or when otherwise required.

                                   ARTICLE V

                                    Officers
                                    --------

        Section 1. NUMBER OF OFFICERS.  The officers of the corporation shall
be a Chairman of the Board, a Vice Chairman of the Board, a President, one or
more Executive or other Vice Presidents (the number thereof to be determined by
the Board of Directors from time to time), a Secretary and a Treasurer.  Each
of such officers shall be elected and his compensation fixed by the Board of
Directors, but none of them, other than the Chairman of the Board, Vice
Chairman of the Board, and the President, need be members of the Board of
Directors.  Any two or more of such offices may be held by the same person,
except that the Office of Secretary shall not be held by either the Chairman of
the Board or the President.  The Board of Directors shall designate the
Chairman of the Board or the President to be the Chief Executive Officer of the
Corporation.

        Section 2. ELECTION AND TERM OF SUCH OFFICERS.  The officers of the
corporation to be elected by the Board of Directors shall be elected annually
at the regular meeting of the Board of Directors held after each annual meeting
of the stockholders.  Each such officer shall hold office


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until his successor shall have been duly elected and qualified or until he
shall earlier resign or have been removed in the manner hereinafter provided.

        Section 3. DESIGNATION OF ASSISTANT OFFICERS AND AGENTS.  The Board
of Directors may designate such other assistant officers and agents as it
shall deem necessary, 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.

        Section 4. REMOVAL.  Any officer, assistant officer or agent may be
removed by the Board of Directors whenever in its judgment the best interest
of the corporation will be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed.  Election
of an officer or designation of an assistant officer or agent shall not of
itself create contract rights.

        Section 5. VACANCIES.  A vacancy in any office because of death,
resignation, removal or otherwise, may be filled by the Board of Directors.

        Section 6. THE CHIEF EXECUTIVE OFFICER.  The Chief Executive Officer
of the Corporation shall in general supervise and direct all of the business
and affairs of the corporation.  He shall have the power to sign, with the
Secretary or any other proper officer of the corporation thereunto duly
authorized by the Board of Directors, certificates for shares of the capital
stock of the corporation and any deeds, mortgages, bonds, debentures,
contracts or other instruments which the Board of Directors has authorized to
be executed, except in cases where the authority to sign and execute the same
shall be expressly vested by the Board of Directors or these by-laws in some
other officer, assistant officer, employee or agent of the corporation, or
shall be required to be otherwise signed or executed.

        Section 7. THE CHAIRMAN OF THE BOARD.  The Board of Directors may
elect one of its members to serve as Chairman of the Board.  He shall preside
at all meetings of the Board of Directors and of the stockholders but shall
have the power, in his discretion, at any time, to delegate these duties to
the Vice Chairman of the Board, the President or to some other officer or
director of the corporation.  He shall have all such other duties as may be
prescribed from time to time by the Board of Directors.  He shall be
ex-officio a member of all standing committees to which he is not appointed
by the Board of Directors.

        Section 8. THE VICE CHAIRMAN OF THE BOARD.  The Board of Directors
may elect one of its members to serve as Vice Chairman of the Board.  The
Vice Chairman shall have such duties as may be delegated to him by the Chief
Executive Officer or the Board of Directors.  In the absence of the Chairman
of the Board and in the absence of any delegation of authority by the
Chairman of the Board to another officer or director of the corporation, he
shall preside at any meetings of the Board of Directors and of the
Stockholders.

        Section 9. THE PRESIDENT.  In the absence of the designation by the
Board of Directors of a Chief Executive Officer, the President shall act as
the chief executive officer of the corporation.  In the absence of the
Chairman of the Board and the Vice Chairman of the Board and in the


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absence of any delegation of authority by the Chairman of the Board to another
officer or director of the corporation, he shall preside at any meetings of
the Board of Directors and of the Stockholders.  He shall be ex-officio a
member of all standing committees to which he is not appointed by the Board of
Directors.  He shall have all such other duties as may be prescribed by the
Board of Directors or the Chief Executive Officer from time to time.

       Section 10.  THE VICE PRESIDENT.  In the absence of the Chairman of the
Board, Vice Chairman of the Board and the President, or in the event of their
death, inability or refusal to act, the Vice President (or in the event there
be more than one Vice President, the Executive Vice President, or if there be
no Executive Vice President, then the Vice Presidents in the order designated
at the time of their election, or in the absence of any such designation, then
in the order of their election) shall perform the duties of the President, and
when so acting, shall have all the powers of and be subject to all the
restrictions upon the President.  Apart therefrom, the Vice Presidents shall
perform such other duties as may be prescribed from time to time by the Board
of Directors or the Chief Executive Officer.

       Section 11.  THE SECRETARY.  The Secretary shall: (a) attend all
meetings of the stockholders, Board of Directors and any committees of the
Board of Directors and record the proceedings of those meetings in one or more
minute books provided for that purpose; (b) see that all notices are duly
given in accordance with the provisions of these by-laws or as required by
law; (c) be custodian of the corporate records and of the seal of the
corporation and see that the seal of the corporation is affixed to all
documents the execution of which on behalf of the corporation under its seal
is duly authorized; (d) keep a register of the post office address of each
stockholder; (e) sign with the Chief Executive Officer or other duly
authorized officer, certificates for shares of the corporation, the issuance
of which shall have been authorized by resolution of the Board of Directors;
(f) have general corporate responsibility for the stock transfer books of the
corporation and for the performance of the stock transfer agent and registrar;
and (g) in general perform all duties incident to the office of Secretary and
such other duties as from time to time may be assigned to him by the Board of
Directors or the Chief Executive Officer.

       Section 12.  THE TREASURER.  The Treasurer shall: (a) have charge and
custody of and be responsible for all funds and securities of the corporation;
(b) receive money due and payable to the corporation from any source whatever
and deposit all such money in the name of the corporation in such banks, trust
companies or other depositories as may be designated by the Board of
Directors; (c) disburse the funds of the corporation as may be ordered by the
Board of Directors, taking proper vouchers for such disbursements; (d) render
to the Chief Executive Officer, and when requested by it, to the Board of
Directors, an account of all his transactions as Treasurer and of the
financial condition of the corporation; and (e) in general perform all the
duties incident to the office of Treasurer and such duties as from time to
time may be assigned to him by the Board of Directors or Chief Executive
Officer.  If required by the Board of Directors, the Treasurer shall give a
bond, in such sum and with such surety or sureties as shall be satisfactory to
the Board of Directors, for the faithful discharge of his duties and for the
restoration to the corporation, in case of his death, resignation, retirement
or removal from office, of all books, papers, vouchers, money, securities, and
other property belonging to the corporation in his possession or control.



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        Section 13.  THE CONTROLLER.  The Board of Directors may elect a
Controller who shall have charge of and be responsible for the books of account
of the corporation and keep or cause to be kept therein a full and accurate
record of the receipts and disbursements of the corporation and who shall
perform such other duties as may be assigned to him by the Board of Directors
or the Chief Executive Officer.

        Section 14.  GENERAL DUTIES OF OFFICERS.  In the absence of the
Chairman of the Board, Vice Chairman of the Board, President or a Vice
President, the Treasurer or Secretary of the corporation is empowered to sign
any document required to be signed by the Chairman of the Board, Vice Chairman
of the Board, President or any Vice President.


                                   ARTICLE VI

                               Stock Certificates
                               ------------------

        Section 1. CERTIFICATES FOR SHARES.  The certificates representing
shares of the capital stock of the corporation shall be in such form as shall
be determined by the Board of Directors.  Each holder of shares of stock in the
corporation shall be entitled to have such a certificate signed by or in the
name of the corporation by the Chairman of the Board, the President or a Vice
President, and by the Secretary or an Assistant Secretary of the corporation,
certifying the number of shares owned by him.  If such certificate is
countersigned by a transfer agent or registrar other than the corporation
itself or one of its employees, the signatures of the officers upon the
certificate may be facsimiles.  In the event that any officer, transfer agent
or registrar who has signed or whose facsimile signature has been placed upon a
certificate shall cease 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 on the date of
issue.

        Section 2. CERTIFICATES FOR DIFFERENT CLASSES OF STOCK.  If the
corporation shall be authorized to issue more than one class of stock or more
than one series of any class, the corporation shall set forth on the face or
back of the certificates which it will issue to represent each class or series
of stock, a statement that the corporation will fumish without charge to each
stockholder who so requests, the designations, preferences and relative,
participating, optional or other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.

        Section 3. LOST CERTIFICATES.  The corporation may issue a new
certificate of stock in place of any certificate theretofore issued by it,
alleged to have been lost, stolen or destroyed.  When issuing such new
certificate the corporation may require as a condition precedent to the
issuance thereof, that the owner of any certificate or certificates alleged to
have been lost, stolen or destroyed, or his legal representative, (a) file with
the corporation an affidavit attesting to the fact that the certificate
theretofore issued is lost, stolen or destroyed and (b) give the corporation a
bond in such sum as it may direct to indemnify it against any claim that may be
made against it on


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account of the alleged loss, theft or destruction of such certificate or the
issuance of such new certificate.

        Section 4. TRANSFERS OF STOCK.  Upon surrender to the corporation or
its transfer agent of a certificate for shares of stock duly endorsed or
accompanied by the proper evidence of succession, assignment or authority to
transfer, the corporation shall issue a new certificate to the person entitled
thereto, cancel the old certificate and properly record the transaction upon
its books.

        Section 5. REGISTERED STOCKHOLDERS.  The corporation may treat the
registered owner of shares on the books of the corporation as the person
exclusively entitled to vote the shares, and to receive notices and dividends
with respect thereto, and shall not be bound to recognize any equitable or
other claim to, or interest in, such shares in any other person even though the
corporation has notice thereof, except as otherwise provided by Delaware law.

                                  ARTICLE VII

                                Indemnification
                                ---------------

        Section 1. LIMITED INDEMNIFICATION OF DIRECTORS AND OFFICERS.  Subject
to the limitations of subsection (c) of this Section 1, the corporation shall
indemnify each of its directors and officers to the extent set forth in
subsections (a) and (b) hereof:

        (a) ACTION OR SUIT BY OR IN THE RIGHT OF THE CORPORATION.  Each
director and officer of the corporation who was or is a party, or is threatened
to be made a party,

        -- to any threatened, pending or completed action or suit, by or in the
        fight of the corporation, to procure a judgment in its favor,

        -- by reason of the fact that he is or was a director or officer 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,

shall be and is indemnified against expenses (including attorneys' fees)
actually and reasonable incurred by him in connection with the defense or
settlement of such action or suit, if he acted in good faith and in a manner he
reasonably believed to be in, and not opposed to, the best interests of the
corporation; PROVIDED THAT no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless, and only to the extent that, the Court of
Chancery of Delaware, or the court in which such action or suit was brought,
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 the Court of Chancery
or such other court shall deem proper.



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         (b) ACTION OR SUIT OTHER THAN BY OR IN THE RIGHT OF THE CORPORATION.
Each director or officer of the corporation who was or is a party, or is
threatened to be made a party,

        -- to any threatened, pending or completed action, suit or proceeding,
        whether civil, criminal, administrative or investigative (other than
        an action or suit by or in the right of the corporation),

        -- by reason of the fact that he is or was a director or officer 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,

shall be and is indemnified against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement, actually and reasonably
incurred by him in connection with such action, suit or proceeding, if he
acted in good faith and in a manner he 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 conduct
was unlawful.  Provided that the termination of any action, suit or 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
director or officer

        -- did not act in good faith and in a manner which he 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 reasonable
        cause to believe that his conduct was unlawful.

        (c) LIMITATIONS ON INDEMNIFICATION.  No indemnification shall be made
by the corporation under subsections (a) and (b) of this Section 1 unless
ordered by a court or it is determined in the specific case that
indemnification of such director or officer is proper in the circumstances
because he has met the applicable standard of conduct set forth in subsections
(a) or (b) hereof 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 the action, suit or proceeding refeffed to, or (2) if such a quorum
is not obtainable, or even if obtainable, when a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion, or
(3) by the stockholders.

        Section 2. GENERAL INDEMNIFICATION OF DIRECTORS AND OFFICERS.  Any
other provision of this Article VII to the contrary notwithstanding, to the
extent that a director or officer of the corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred
to in subsections (a) and (b) of said Section 1, or in defense of any claim,
issue or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.

        Section 3. ADVANCE PAYMENT IN INDEMNIFICATION CASES.  Expenses
incurred by any director or officer of the corporation in defending a civil or
criminal action, suit or proceeding refeffed to in subsections (a) or (b) of
said Section 1 may be paid by the corporation in advance of final



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disposition of such action, suit or proceeding upon receipt of an undertaking
by or on behalf of such director or officer to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
corporation as authorized in this Article VII.

        Section 4. CONTINUITY AND NONEXCLUSIVITY OF INDEMNIFICATION.  The
indemnification and advancement of expenses provided by or granted pursuant to
this Article VII shall, unless otherwise provided when so authorized, continue
with respect to any director or officer of the corporation after he has ceased
to hold his office and shall inure to the benefit of his heirs, executors and
administrators.  Any such indemnification (whether as expressly provided
herein or as extended pursuant to Section 5 of this Article VII) shall not be
deemed exclusive of any other rights to which the person seeking
indemnification may be entitled under any other By-Law, agreement, vote of
stockholders or disinterested directors or otherwise.

        Section 5. EXTENSION OF BENEFITS OF INDEMNIFICATION.  The rights of
indemnification to which directors and officers of the corporation are
entitled pursuant to this Article VII may, in similar circumstances, be
extended by resolution of the Board of Directors to any other person who is or
was an employee or agent of the corporation, or while not a director or
officer of the corporation, 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.  Any such action by the
Board of Directors shall be consistent with the requirements of Section 145 of
the General Corporation Law of the State of Delaware, and may be either
general or confined to specific cases.

        Section 6. INDEMNIFICATION 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 enterprises,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
indemnifies him against such liability under, or pursuant to, the provisions
of this Article VII.

                                 ARTICLE VIII

                              General Provision
                              -----------------

        Section 1. FIXING 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 to express consent to corporate
action in writing without a meeting, or to receive payment of any dividend or
other distribution or allotment of any rights, or 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 ten 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



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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.

        Section 2. DIVIDENDS.  Subject to the statutes and any provision with
respect to dividends made by or pursuant to the Certificate of Incorporation,
dividends may be declared on the capital stock of the corporation at any
meeting of the Board of Directors held in accordance with these by-laws and may
be paid in cash, in property, or in shares of the corporation.  Before
declaration or payment of any dividend the Board of Directors may set aside out
of any funds of the corporation available for dividends, such reserve or
reserves as the Directors in their absolute discretion feel to be proper or
conducive to the interest of the corporation, and may modify or abolish any
such reserve or reserves.

        Section 3. WAIVER OF NOTICE.  Whenever any notice is required to be
given under the provisions of the statutes or of the Certificate of
Incorporation or of these by-laws, a 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 to notice.  Neither the business to
be transacted at, nor the purpose of, any meeting need be specified in any
written waiver of notice.

        Section 4. ANNUAL REPORT.  The Board of Directors shall present at each
annual meeting of stockholders and, when called for by a vote of the
stockholders, at any special meeting, a full and complete report of the
business and condition of the corporation.

        Section 5. LOANS.  No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by the Board of Directors.  Such authority as the Board of Directors
may grant with respect thereto may be either general or confined to specific
instances.

        Section 6. CHECKS, DRAFTS, ET CETERA.  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 or such other person or persons as the Board of Directors may from
time to time designate.

        Section 7. STOCK OF OTHER CORPORATIONS. In the absence of specific
action by the Board of Directors, the Chairman of the Board shall have
authority to vote and to empower others to vote, on behalf of the corporation,
the securities of other corporations, both domestic and foreign, held by the
corporation.

        Section 8. FISCAL YEAR.  The fiscal year of the corporation shall be
fixed by resolution of the Board of Directors.

        Section 9. CORPORATE SEAL.  The Board of Directors shall provide a
corporate seal, which shall be circular in form and shall have inscribed
thereon the name of the corporation, the state of incorporation and the words
"Corporate Seal".  The seal may be used by causing it or a facsimile thereof to
be impressed or affixed, or in any other manner reproduced.



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        Section 10.  SEVERABILITY -- AMENDMENTS.  If any provision of these
by-laws, or its application to any person or circumstances, is held invalid,
the remainder of these by-laws, and the application of such provision to other
persons or circumstances, shall not be affected.  These by-laws and any
provision thereof may be altered, amended or repealed at any meeting of the
Board of Directors.






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