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                       AMERON INTERNATIONAL CORPORATION
                           (a Delaware corporation)

                                    BYLAWS

                           (Restated with amendments
                            through February 24, 1999)

                                   ARTICLE I

                                    Offices

          SECTION 1.01.  Registered Office.  The registered office of AMERON 
INTERNATIONAL CORPORATION (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.


          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:


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                 (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 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.


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          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.

          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 


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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 eleven (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 eight (8).  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 


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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.

          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


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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 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.


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          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 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.


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          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.


                                  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.


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          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 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.


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          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.

          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.


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          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 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


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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.


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<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.


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<PAGE>

                                  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 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.


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