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                          AMERON, INC.
                    (a Delaware corporation)


                             BYLAWS
                    (Restated with amendments
                     through January 30, 1996)


                            ARTICLE I

                             Offices

       SECTION 1.01.  Registered Office.  The registered office
of AMERON, INC. (hereinafter called the Corporation) in the State
of Delaware shall be at 1209 Orange Street, City of Wilmington,
County of New Castle, and the name of the registered agent in
charge thereof shall be The Corporation Trust Company.

       SECTION 1.02.  Other Offices.  The Corporation may also
have an office or offices at such other place or places, either
within or without the State of Delaware, as the Board of
Directors (hereinafter called the Board) may from time to time
determine or as the business of the Corporation may require.


                           ARTICLE II

                    Meetings of Stockholders

       SECTION 2.01.  Annual Meetings.  Annual Meetings of the
stockholders of the Corporation for the purpose of electing
directors and for the transaction of such other proper business
as may come before such meetings may be held at such time, date
and place as the Board shall determine by resolution.

       SECTION 2.02.  Special Meetings.  Special meetings of the
stockholders of the Corporation for any purpose may only be
called in accordance with the provisions of the Certificate of
Incorporation.

       SECTION 2.03.  Place of Meetings.  All meetings of the
stockholders shall be held at such places, within or without the
State of Delaware, as may be designated by the Board.

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       SECTION 2.04.  Notice of Meetings.  Except as otherwise
required by law, notice of each meeting of the stockholders,
whether annual or special, shall be given not less than ten (10)
nor more than sixty (60) days before the date of the meeting to
each stockholder of record entitled to vote at such meeting by
delivering a typewritten or printed notice thereof to him
personally, or by depositing such notice in the United States
mail, in a postage prepaid envelope, directed to him at his post
office address furnished by him to the Secretary of the
Corporation for such purpose or, if he shall not have furnished
to the Secretary his address for such purpose, then at his post
office address last known to the Secretary, or by transmitting a
notice thereof to him at such address by telegraph, cable, or
wireless.  Except as otherwise expressly required by law, no
publication of any notice of a meeting of the stockholders shall
be required.  Every notice of a meeting of the stockholders shall
state the place, date and hour of the meeting, and, in the case
of a special meeting, shall also state the purpose or purposes
for which the meeting is called.  Notice of any meeting of
stockholders shall not be required to be given to any stockholder
to whom notice may be omitted pursuant to applicable Delaware law
or who shall have waived such notice and such notice shall be
deemed waived by any stockholder who shall attend such meeting in
person or by proxy, except as a stockholder who shall attend such
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.  Except as otherwise
expressly required by law, notice of any adjourned meeting of the
stockholders need not be given if the time and place thereof are
announced at the meeting at which the adjournment is taken.

       SECTION 2.05.  Quorum.  Except as otherwise required by
law, the holders of record of a majority in voting interest of
the shares of stock of the Corporation entitled to be voted
thereat, present in person or by proxy, shall constitute a quorum
for the transaction of business at any meeting of the
stockholders of the Corporation or any adjournment thereof.  In
the absence of a quorum at any meeting or any adjournment
thereof, a majority in voting interest of the stockholders
present in person or by proxy and entitled to vote thereat or, in
the absence therefrom of all the stockholders, any officer
entitled to preside at, or to act as secretary of, such meeting
may adjourn such meeting from time to time.  At any such
adjourned meeting at which a quorum is present any business may
be transacted which might have been transacted at the meeting as
originally called.

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       SECTION 2.06.  Voting.

       (a)  Each stockholder shall, at each meeting of the
stockholders, be entitled to vote in person or by proxy each
share or fractional share of the stock of the Corporation having
voting rights on the matter in question and which shall have been
held by him and registered in his name on the books of the
Corporation:

            (i)  on the date fixed pursuant to Section 6.05 of
       these Bylaws as the record date for the determination of
       stockholders entitled to notice of and to vote at such
       meeting, or

            (ii)  if no such record date shall have been so
       fixed, then (a) at the close of business on the day next
       preceding the day on which notice of the meeting shall be
       given or (b) if notice of the meeting shall be waived, at
       the close of business on the day next preceding the day on
       which the meeting shall be held.

       (b)  Shares of its own stock belonging to the Corporation
or to another corporation, if a majority of the shares entitled
to vote in the election of directors in such other corporation is
held, directly or indirectly, by the Corporation, shall neither
be entitled to vote nor be counted for quorum purposes.  Persons
holding stock of the Corporation in a fiduciary capacity shall be
entitled to vote such stock.  Persons whose stock is pledged
shall be entitled to vote, unless in the transfer by the pledgor
on the books of the Corporation he shall have expressly empowered
the pledges to vote thereon, in which case only the pledges, or
his proxy, may represent such stock and vote thereon.  Stock
having voting power standing of record in the names of two or
more persons, whether fiduciaries, members of a partnership,
joint tenants in common, tenants by entirety or otherwise, or
with respect to which two or more persons have the same fiduciary
relationship, shall be voted in accordance with the provisions of
the General Corporation Law of the State of Delaware.

       (c)  Any such voting rights may be exercised by the
stockholder entitled thereto in person or by his proxy appointed
by an instrument in writing, subscribed by such stockholder or by
his attorney thereunto authorized and delivered to the secretary
of the meeting; provided, however, that no proxy shall be voted
or acted upon after three years from its date unless said proxy
shall provide for a longer period.  The attendance at any meeting
of a stockholder who may theretofore have given a proxy shall not
have the effect of revoking the same unless he shall in writing
so notify the secretary of the meeting prior to the voting of the
proxy.  At any meeting of the stockholders all matters, except as

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otherwise provided in the Certificate of Incorporation, in these
Bylaws or by law, shall be decided by the vote of a majority in
voting interest of the stockholders present in person or by proxy
and entitled to vote thereat and thereon, a quorum being present.
The vote at any meeting of the stockholders on any question need
not be by ballot, unless so directed by the chairman of the
meeting.  On a vote by ballot each ballot shall be signed by the
stockholder voting, or by his proxy, if there be such proxy, and
it shall state the number of shares voted.

       SECTION 2.07.  List of Stockholders.  The Secretary of the
Corporation shall prepare and make, at least ten (10) 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 (10) 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.

       SECTION 2.08.  Judges.  If at any meeting of the
stockholders a vote by written ballot shall be taken on any
question, the chairman of such meeting may appoint a judge or
judges to act with respect to such vote.  Each judge so appointed
shall first subscribe an oath faithfully to execute the duties of
a judge at such meeting with strict impartiality and according to
the best of his ability.  Such judges shall decide upon the
qualifications of the voters and shall report the number of
shares represented at the meeting and entitled to vote on such
question, shall conduct and accept the votes, and, when the
voting is completed, shall ascertain and report the number of
shares voted respectively for and against the question.  Reports
of judges shall be in writing and subscribed and delivered by
them to the Secretary of the Corporation.  The judges need not be
stockholders of the Corporation, and any officer of the
Corporation may be a judge on any question other than a vote for
or against a proposal in which he shall have a material interest.

       SECTION 2.09.  Action Without Meeting.  No action shall be
taken by the stockholders except at an annual or special meeting
of stockholders.  No action shall be taken by stockholders by
written consent.

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       SECTION 2.10  Notice of Stockholder Business.  At any
annual stockholders' meeting, only such business shall
be conducted as shall have been properly brought before the
meeting.  To be properly brought before an annual stockholders'
meeting, business must be (i) specified in the notice of meeting
(or any supplement thereto) given by or at the direction of the
Board of  Directors; (ii) otherwise properly brought before the
meeting by or at the direction of the Board of Directors; or
(iii) otherwise properly brought before the meeting by a
stockholder.  For business to be properly brought before an
annual meeting by a stockholder, the stockholder must have given
timely notice thereof in writing to the Secretary of the
Corporation.  To be timely, a stockholder's notice must be
received at the principal office of the Corporation not less than
sixty (60) days nor more than one hundred and twenty (120) days
prior to the meeting; provided, however, that in the event that
the first public disclosure (whether by mailing of a notice to
shareholders, press release or otherwise) of the date of the
meeting is made less than sixty-five (65) days prior to the date
of the meeting, notice by the stockholder will be timely if
received not later than the close of business on the tenth day
following the day on which such first public disclosure was made.
A stockholder's notice to the Secretary shall set forth, as to
each matter the stockholder proposes to bring before the annual
meeting, (i) the reasons for conducting such business at the
annual meeting; (ii) the name and address as they appear on the
Corporation's stock register, of the stockholder proposing such
business; (iii) the number of shares of capital stock of the
Corporation which are beneficially owned by the stockholder; and
(iv) any material interest of the stockholder in such business.
Notwithstanding any other provision of these Bylaws, no business
shall be conducted at an annual stockholders' meeting except in
accordance with the procedures set forth in this Section 2.10.
If the presiding officer of an annual stockholders' meeting
determines and declares that business was not properly brought
before the meeting in accordance with this Section 2.10, any such
business shall not be transacted.


                           ARTICLE III

                       Board of Directors

       SECTION 3.01.  General Powers.  The property, business and
affairs of the Corporation shall be managed by the Board.

       SECTION 3.02.  Number and Term of Office.  The number of
directors shall not be less than six (6) nor more than ten (11),
the exact number of which shall be fixed by Bylaw duly adopted by
the Board.  The number of directors of the Corporation shall be

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ten (10).  The Board shall be divided into three classes, Class
I, Class II and Class III.  Such classes shall be as nearly equal
in number of directors as possible.  Each director shall serve
for a term ending on the third annual meeting following the
annual meeting at which such director was elected; provided,
however, that the directors first elected to Class I shall serve
for a term ending at the annual meeting to be held in 1987, the
directors first elected to Class II shall serve for a term ending
at the annual meeting to be held in 1988 and the directors first
elected to Class III shall serve for a term ending at the annual
meeting to be held in 1989.  Directors need not be stockholders.
Each of the directors of the Corporation shall hold office until
his successor shall have been duly elected and shall qualify or
until he shall resign or shall have been removed in the manner
hereinafter provided.

       SECTION 3.03.  Election of Directors.  In any election of
directors of the Corporation, a holder of any class or series of
stock then entitled to vote in such election shall be entitled to
as many votes as shall equal (i) the number of votes which
(except for this Section as to cumulative voting) he would be
entitled to cast for the election of directors with respect to
his shares of stock multiplied by (ii) the number of directors to
be elected in the election in which his class or series of shares
is entitled to vote, and each stockholder may cast all of such
votes for a single director or for any two or more of them as he
may see fit.

       SECTION 3.04.  Resignations.  Any director of the
Corporation may resign at any time by giving written notice to
the Board or to the Secretary of the Corporation.  Any such
resignation shall take effect at the time specified therein, or,
if the time be not specified, it shall take effect immediately
upon its receipt; and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it
effective.

       SECTION 3.05.  Vacancies.  Except as otherwise provided in
the Certificate of Incorporation, any vacancy in the Board,
whether because of death, resignation, disqualification, an
increase in the number of directors, or any other cause, may be
filled by vote of the majority of the remaining directors,
although less than a quorum.  Each director so chosen to fill a
vacancy shall hold office for the unexpired term of his
predecessor or until his successor shall have been elected and
shall qualify or until he shall resign or shall have been removed
in the manner hereinafter provided.

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       SECTION 3.06.  Place of Meeting, Etc.  The Board may hold
any of its meetings at such place or places within or without the
State of Delaware as the Board may from time to time by
resolution designate or as shall be designated by the person or
persons calling the meeting or in the notice or a waiver of
notice of any such meeting.  Directors may participate in any
regular or special meeting of the Board by means of conference
telephone or similar communications equipment pursuant to which
all persons participating in the meeting of the Board can hear
each other, and such participation shall constitute presence in
person at such meeting.

       SECTION 3.07.  First Meeting.  The Board shall meet as
soon as practicable after each annual election of directors and
notice of such first meeting shall not be required.

       SECTION 3.08.  Regular Meetings.  Regular meetings of the
Board may be held at such times as the Board shall from time to
time by resolution determine.  If any day fixed for a regular
meeting shall be a legal holiday at the place where the meeting
is to be held, then the meeting shall be held at the same hour
and place on the next succeeding business day not a legal
holiday.  Except as provided by law, notice of regular meetings
need not be given.

       SECTION 3.09.  Special Meetings.  Special meetings of the
Board shall be held whenever called by the Chairman of the Board,
the President or a majority of the authorized number of
directors.  Except as otherwise provided by law or by these
Bylaws, notice of the time and place of each such special meeting
shall be mailed to each director, addressed to him at his
residence or usual place of business, at least five (5) days
before the day on which the meeting is to be held, or shall be
sent to him at such place by telegraph or cable or be delivered
personally not less than twenty-four (24) hours before the time
at which the meeting is to be held.  Except where otherwise
required by law or by these Bylaws, notice of the purpose of a
special meeting need not be given.  Notice of any meeting of the
Board shall not be required to be given to any director who is
present at such meeting, except a director who shall attend such
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.

       SECTION 3.10.  Quorum and Manner of Acting.  Except as
otherwise provided in these Bylaws or by law, the presence of a
majority of the number of directors then currently specified as
the size of the Board pursuant to
Section 3.02 of these Bylaws shall be required to constitute a
quorum for the transaction of business at any meeting of the

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Board, and all matters shall be decided at any such meeting, a
quorum being present, by the affirmative votes of a majority of
the directors present.  In the absence of a quorum, a majority of
directors present at any meeting may adjourn the same from time
to time until a quorum shall be present.  Notice of any adjourned
meeting need not be given.  The directors shall act only as a
Board, and the individual directors shall have no power as such.

       SECTION 3.11.  Action by Consent.  Any action required or
permitted to be taken at any meeting of the Board or of any
committee thereof may be taken without a meeting if a written
consent thereto is signed by all members of the Board or of such
committee, as the case may be, and such written consent is filed
with the minutes of proceedings of the Board or committee.

       SECTION 3.12.  Removal of Directors.  Subject to the
provisions of the Certificate of Incorporation, a director may be
removed at any time, for cause only.

       SECTION 3.13.  Compensation.  The directors shall receive
only such compensation for their services as directors as may be
allowed by resolution of the Board.  The Board may also provide
that the Corporation shall reimburse each such director for any
expense incurred by him on account of his attendance at any
meetings of the Board or Committees of the Board.  Neither the
payment of such compensation nor the reimbursement of such
expenses shall be construed to preclude any director from serving
the Corporation or its subsidiaries in any other capacity and
receiving compensation therefor.

       SECTION 3.14.  Committees.  The Board may, by resolution
passed by a majority of the whole Board, designate one or more
committees, each committee to consist of one or more of the
directors of the Corporation.  Any such committee, to the extent
provided in the resolution of the Board and except as otherwise
limited by law, shall have and may exercise all the powers and
authority of the Board 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 which may require it.
Any such committee shall keep written minutes of its meetings and
report the same to the Board at the next regular meeting of the
Board.  In the absence or disqualification of a member of a
committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he or they
constitute a quorum, may unanimously appoint another member of
such absent or disqualified member.

       SECTION 3.15.  Notice of Director Nominations.  Only
persons who are nominated in accordance with the procedures set
forth in this Section 3.15 shall be eligible for election as

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Director at annual meeting of the stockholders.  Nominations of
candidates for election to the Board of Directors of the
Corporation at any annual meeting may be made only by or at the
direction of the Board of Directors or by a stockholder entitled
to vote at such annual meeting.  All such nominations, except
those made by or at the direction of the Board of Directors,
shall be made pursuant to timely notice in writing to the
Secretary of the Corporation of the stockholder's intention to
make such nomination.  To be timely, any such notice must be
received at the principal office of the Corporation not less than
sixty (60) no more than one hundred twenty (120) days prior to
the date of such annual meeting; provided, however, that in the
event that the first public disclosure (whether by mailing of a
notice to stockholders, press release or otherwise) of the date
of such annual meeting is made less than sixty-five (65) days
prior to the date of such annual meeting, notice by the
stockholder will be timely if received not later than the close
of business on the tenth day following the day on which such
first public disclosure was made.  Such stockholder's notice with
respect to a proposed nomination shall set forth (i) the name,
age, business and residence address and principal occupation or
employment of each nominee proposed in such notice; (ii) the name
and address of the stockholder giving the notice as the same
appears in the Corporation's stock register; (iii) the number of
shares of capital stock of the Corporation which are beneficially
owned by each such nominee and by such stockholder; and (iv) such
other information concerning each such nominee as would be
required, under the rules of the Securities and Exchange
Commission, in a proxy statement soliciting proxies for the
election of such nominee.  Such notice must also include a signed
consent of each such nominee to serve as a director of the
Corporation, if elected.

       In the event that a person is validly designated as a
nominee in accordance with the procedures specified above and
shall thereafter become unable or unwilling to stand for election
to the Board of Directors, the Board of Directors or the
stockholder who proposed such nominee, as the case may be, may
designate a substitute nominee; provided, however, that in the
case of persons not nominated by the Board of Directors, such a
substitution may only be made if notice as provided above in this
Section 3.15 is received at the principal office of the
Corporation not later than the later of (i) thirty (30) days
prior to the date of the annual meeting or (ii) five (5) days
after the stockholder proposing the original nominee first
learned that such original nominee has become unable or unwilling
to stand for election.

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                           ARTICLE IV

                            Officers

       SECTION 4.01.  Officers, Election and Removal.  The
officers of the Corporation shall be a President, a Vice
President, a Secretary, and a Treasurer.  The Corporation may
also have at the discretion of the Board of Directors an
Executive Vice President, one or more additional Vice Presidents,
one or more Assistant Secretaries, one or more Assistant
Treasurers, and such other officers as may be elected by the
Board of Directors.  Any two or more offices may be held by the
same person except that the office of President and the office of
Secretary may not be held by the same person.

       The officers of the Corporation shall be elected annually
by the Board of Directors at their first meeting after the annual
meeting of the stockholders and, unless they shall sooner resign,
be removed or become disqualified, shall hold office until their
respective successors shall be elected and qualify.

       The Chairman of the Board and the President shall be
elected from among the Directors but the other officers need not
be Directors.

       Any officer 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.

       SECTION 4.02.  Chairman of the Board.  The Chairman of the
Board, if there shall be one, shall preside at all meetings of
the stockholders and of the Board of Directors.  He shall, ex
officio, be a member of all committees appointed or constituted
by the Board of Directors, including the Executive Committee.

       SECTION 4.03.  President, Executive Vice President and
Vice President.  The President shall be responsible to the Board
of Directors for all actions and activities of the Corporation.


       The Executive Vice President, if there shall be one, shall
act for the President in the President's absence.  He shall have
such other powers and be required to perform such other duties as
the President and the Board of Directors shall prescribe.

       The Vice President, or if there shall be more than one
such officer elected, shall have such powers and perform such
duties as may be delegated to him or them by the President or the
Board of Directors.

       SECTION 4.04.  Secretary.  The Secretary shall issue
notices for all meetings, shall keep their minutes, shall have
charge of the seal and the Corporate books, and shall make such
reports and perform such other duties as are incident to his
office, or are properly required of him by the Board of
Directors.  He shall also keep at the principal office of the
corporation or cause to be kept at the office of the
Corporation's transfer agent, a stock transfer book, and he shall
keep or cause to be kept by the Corporation's registrar, a share
registry book.  The Secretary may be required to perform such
duties of the Treasurer as may be assigned to him from time to
time.

       SECTION 4.05.  Treasurer.  The Treasurer shall have the
custody of all moneys and securities of the Corporation and shall
keep regular books of account.  He shall disburse the funds of
the Corporation in payment of the just demands against the
Corporation or as may be ordered by the Board of Directors,
taking proper vouchers for such disbursements, and shall render
to the President and to the Board of Directors from time to time

<PAGE>

as may be required of him, an account of all his transactions as
Treasurer and of the financial condition of the Corporation.  He
shall perform all other duties incident to his office or that are
properly required of him by the Board.  He shall give the
Corporation a bond, if required by the Board of Directors, in a
sum, and with one or more sureties, satisfactory to the Board of
Directors, for the faithful performance of the duties of his
office, and for the restoration to the Corporation, in case of
his death, resignation, retirement, or removal from office, of
all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the
Corporation.

       SECTION 4.06.  Incapacity.  In case of the absence or
inability of any officer of the Corporation to act and of any
person herein authorized to act in his place, the Board of
Directors may from time to time delegate the powers or duties of
such officer to any other officer or any Director or other person
whom they may select.


       SECTION 4.07.  Vacancies.  Vacancies in any office arising
from any cause may be filled by the Directors at any regular or
special meeting.

       SECTION 4.08.  Other officers.  The Board of Directors may
appoint such other officers and agents as it shall deem necessary
or expedient, 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.

<PAGE>

       SECTION 4.09.  Salaries.  The salaries of all officers and
agents of the Corporation shall be fixed by the Board of
Directors.  Nothing contained herein shall preclude any officer
from serving the Corporation, or any subsidiary corporation, in
any other capacity and receiving proper compensation therefor.


                            ARTICLE V

         Contracts, Checks, Drafts, Bank Accounts, Etc.

       SECTION 5.01.  Execution of Contracts.  The Board, except
as in these Bylaws otherwise provided, may authorize any officer
or officers, agent or agents, to enter into any contract or
execute any instrument in the name of and on behalf of the
Corporation, and such authority may be general or confined to
specific instances; and unless so authorized by the Board or by
these Bylaws, no officer, agent or employee shall have any power
or authority to bind the Corporation by any contract or
engagement or to pledge its credit or to render it liable for any
purpose or in any amount.

       SECTION 5.02.  Checks, Drafts, Etc.  All checks, drafts or
other orders for payment of money, notes or other evidence of
indebtedness, issued in the name of or payable to the
Corporation, shall be signed or endorsed by such person or
persons and in such manner as, from time to time, shall be
determined by resolution of the Board.  Each such officer,
assistant, agent or attorney shall give such bond, if any, as the
Board may require.

       SECTION 5.03.  Deposits.  All funds of the Corporation not
otherwise employed shall be deposited from time to time to the
credit of the Corporation in such banks, trust companies or other
depositories as the Board may select, or as may be selected by
any officer or officers, assistant or assistants, agent or
agents, or attorney or attorneys of the Corporation to whom such
power shall have been delegated by the Board and shall be drawn
out only by check signed by persons designated, from time to
time, by resolution of the Board of Directors.

       SECTION 5.04.  General and Special Bank Accounts.  The
Board may from time to time authorize the opening and keeping of
general and special bank accounts with such banks, trust
companies or other depositories as the Board may select or as may
be selected by any officer or officers, assistant or assistants,
agent or agents, or attorney or attorneys of the Corporation to
whom such power shall have been delegated by the Board.  The
Board may make such special rules and regulations with respect to
such bank accounts, not inconsistent with the provisions of these
Bylaws, as it may deem expedient.

                           ARTICLE VI

                    Shares and Their Transfer

       SECTION 6.01.  Certificates for Stock.  Every owner of
stock of the Corporation shall be entitled to have a certificate
or certificates, to be in such form as the Board shall prescribe,
certifying the number and class of shares of the stock of the
Corporation owned by him.  The certificates representing shares
of such stock shall be numbered in the order in which they shall
be issued and shall be signed in the name of the Corporation by
the President or a Vice President, and by the Secretary or an
Assistant Secretary or by the Treasurer or an Assistant
Treasurer.  Any of or all of the signatures on the certificates
may be a facsimile.  In case any officer, transfer agent or
registrar who has signed, or whose facsimile signature has been
placed upon, any such certificate, shall have ceased to be such
officer, transfer agent or registrar before such certificate is
issued, such certificate may nevertheless be issued by the
Corporation with the same effect as though the person who signed

<PAGE>

such certificate, or whose facsimile signature shall have been
placed thereupon, were such officer, transfer agent or registrar
at the date of issue.  A record shall be kept of the respective
names of the persons, firms or corporations owning the stock
represented by such certificates, the number and class of shares
represented by such certificates, respectively, and the
respective dates thereof, and in case of cancellation, the
respective dates of cancellation.  Every certificate surrendered
to the Corporation for exchange or transfer shall be cancelled,
and no new certificate or certificates shall be issued in
exchange for any existing certificate until such existing
certificate shall have been so cancelled, except in cases
provided for in Section 6.04.


       SECTION 6.02.  Transfers of Stock.  Transfers of shares of
stock of the Corporation shall be made only on the books of the
Corporation by the registered holder thereof, or by his attorney
thereunto authorized by power of attorney duly executed and filed
with the Secretary, or with a transfer clerk or a transfer agent
appointed as provided in Section 6.03, and upon surrender of the
certificate or certificates for such shares properly endorsed and
the payment of all taxes thereon.  The person in whose name
shares of stock stand on the books of the Corporation shall be
deemed the owner thereof for all purposes as regards the
Corporation.  Whenever any transfer of shares shall be made for
collateral security, and not absolutely, such fact shall be so
expressed in the entry of transfer if, when the certificate or
certificates shall be presented to the Corporation for transfer,
both the transferor and the transferee request the Corporation to
do so.

       SECTION 6.03.  Regulations.  The Board may make such rules
and regulations as it may deem expedient, not inconsistent with
these Bylaws, concerning the issue, transfer and registration of
certificates for shares of the stock of the Corporation.  It may
appoint, or authorize any officer or officers to appoint, one or
more transfer clerks or one or more transfer agents and one or
more registrars, and may require all certificates for stock to
bear the signature or signatures of any of them.

       SECTION 6.04.  Lost, Stolen, Destroyed, and Mutilated
Certificates.  In any case of loss, theft, destruction, or
mutilation of any certificate of stock, another may be issued in
its place upon proof of such loss, theft, destruction, or
mutilation and upon the giving of a bond of indemnity to the
Corporation in such form and in such sum as the Board may direct;
provided, however, that a new certificate may be issued without
requiring any bond when, in the judgment of the Board, it is
proper so to do.

       SECTION 6.05.  Fixing Date for Determination of
Stockholders of Record.  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
entitled to receive payment of any dividend or other distribution
or allotment of any rights, or entitled to exercise any rights in
respect of any other change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board may fix, in
advance, a record date, which shall not be more than sixty (60)
nor less than ten (10) days before the date of such meeting, nor
more than sixty (60) days prior to any other action.  If in any
case involving the determination of stockholders for any purpose
other than notice of or voting at a meeting of stockholders, the
Board shall not fix such a record date, the record date for
determining stockholders for such purpose shall be the close of
business on the day on which the Board shall adopt the resolution
relating thereto.  A determination of stockholders entitled to
notice of or to vote at a meeting of stockholders shall apply to
any adjournment of such meeting; provided, however, that the
Board may fix a new record date for the adjourned meeting.

<PAGE>

                           ARTICLE VII

                         Indemnification

       SECTION 7.01.  (DELETED MARCH 30, 1987)


                          ARTICLE VIII


                       Executive Committee

       SECTION 8.01.  Members and Powers.  The Board, by
resolution adopted by majority of its total number, may annually
elect three or more of its number to constitute an Executive
Committee of the Board to have authority to exercise to the
extent permitted by law, in the intervals between meetings of the
Board, all powers of the Board, except to amend or repeal these
Bylaws, or to fill vacancies in its own membership or in the
Board, or to declare dividends.  The actions of the Executive
Committee shall be ratified at the next succeeding meeting of the
Board.

       SECTION 8.02.  Meetings.  The Executive Committee may
adopt rules governing the method of the notice of the time and
place of its meetings and the conduct of the proceedings thereat;
but, in the absence of such rules, meetings of the Executive
Committee may be called by any
member of the Committee.  Notice to each member, regarding the
time and place of holding the proposed meeting, shall be given to
each member verbally or by mail at least twenty-four (24) hours
before the time of the meeting.  No notice of a meeting will be
required if all members of the Committee are in attendance, or if
notice is waived.  The Executive Committee shall keep a record of
its acts and proceedings.

       SECTION 8.03.  Quorum.  To constitute a quorum of the
Executive Committee for the transaction of business at any
meeting, a majority shall be present and the act of a majority of
the whole Committee shall be necessary to constitute the act of
the Committee.

       SECTION 8.04.  Removal of Members.  Any member of the
Executive Committee may be removed with or without cause by
resolution of the Board, adopted by a majority of its total
number then in office.

       SECTION 8.05.  Vacancies.  Vacancies in the Executive
Committee shall be filled in the same manner as for the original
appointment to membership.


                           ARTICLE IX

                          Miscellaneous

       SECTION 9.01.  Seal.  The Corporate seal of the
Corporation shall consist of two concentric circles, between
which is the name of the Corporation, and in the center shall be
inscribed the year of its incorporation and the words, "Corporate
Seal, Delaware."

       SECTION 9.02.  Waiver of Notices.  Whenever notice is
required to be given by these Bylaws or the Certificate of
Incorporation or by law, the person entitled to said notice may
waive such notice in writing, either before or after the time
stated therein, and such waiver shall be deemed equivalent to
notice.

       SECTION 9.03.  Amendments.  Except as otherwise provided
herein or in the Certificate of Incorporation, these Bylaws or
any of them, may be altered, amended, repealed or rescinded and

<PAGE>

new Bylaws may be adopted, (i) by the Board, or (ii) by the
stockholders, at any annual meeting of stockholders, or at any
special meeting of stockholders, provided that notice of such
proposed alteration, amendment, repeal, rescission or adoption is
given in the notice of meeting.










                                  EXHIBIT 3(ii)