11

                             BY-LAWS
                                
                               of
                                
                      AMERITECH CORPORATION




                            ARTICLE I
                                
                             OFFICES

     Section  1.  The registered office of the Corporation  shall
be  in  the  City of Wilmington, County of New Castle,  State  of
Delaware.   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
                                
     Section 1.  Time and Place of Meetings.  All meetings of the
stockholders  for  the election of directors  or  for  any  other
purpose  shall be held at such time and place, within or  without
the  State  of Delaware, as shall be designated by the  Board  of
Directors.  In the absence of any such designation by  the  Board
of  Directors,  each such meeting shall be held at the  principal
office of the Corporation at two o'clock p.m.
     
     Section  2.   Annual Meeting.  An annual  meeting  of  stock
holders  shall be held for the purpose of electing Directors  and
transacting such other business as may properly be brought before
the  meeting.  The date of the annual meeting shall be determined
by the Board of Directors.
     
     Section  3.   Special  Meetings.  Special  meetings  of  the
stockholders,  for  any  purpose or  purposes,  unless  otherwise
prescribed by law, may be called by the Chairman of the Board and
shall be called by the Chairman of the Board or the Secretary  at
the direction of the Board of Directors or, at any time prior  to
January  1, 1984, upon the written request of the holders  of  at
least  80% of all of the shares of stock of the Corporation  then
entitled to vote in an election of Directors.
     
     Section  4.   Notice of Meetings.  Written  notice  of  each
meeting  of the stockholders stating the place, date and time  of
the  meeting shall be given not less than ten nor more than sixty
days before the date of the meeting, to each stockholder entitled
to  vote  at such meeting.  The notice of any special meeting  of
stockholders  shall state the purpose or purposes for  which  the
meeting is called.

     Section 5.  Quorum.  The holders of a majority of the  stock
issued  and outstanding and entitled to vote thereat, present  in
person or represented by proxy, shall constitute a quorum at  all
meetings  of  the stockholders for the transaction  of  business,
except  as otherwise provided by law.  If a quorum is not present
or  represented, the holders of the stock present  in  person  or
represented by proxy at the meeting and entitled to vote  thereat
shall  have  power, by the affirmative vote of the holders  of  a
majority  of  such stock, to adjourn the meeting to another  time
and/or  place,  without  notice other than  announcement  at  the
meeting, until a quorum shall be present or represented.  At such
adjourned  meeting,  at  which  a  quorum  shall  be  present  or
represented, any business may be transacted which might have been
transacted  at the original meeting.  If the adjournment  is  for
more  than thirty days, or 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  6.   Voting.  At all meetings of the  stockholders,
each  stockholder  shall be entitled to vote,  in  person  or  by
proxy,  the  shares of voting stock owned by such stockholder  of
record  on  the record date for the meeting.  When  a  quorum  is
present or represented at any meeting, the vote of the holders of
a  majority of the stock having voting power present in person or
represented  by  proxy shall decide any question  brought  before
such  meeting, unless the question is one upon which, by  express
provision  of  law  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.

                           ARTICLE III

     Section  1.  Place of Meetings.  The Board of Directors  may
hold meetings, both regular and special, either within or without
the State of Delaware.
     
     Section 2.  Regular Meetings.  Regular meetings of the Board
of  Directors  shall be held at such time and at  such  place  as
shall from time to time be determined by the Board.  No notice of
regular meetings need be given.
     
     Section 3.  Special Meetings.  Special meetings of the Board
may  be  called  by the Chairman of the Board.  Special  meetings
shall be called by the Chairman of the Board or the Secretary  on
the  written  request of two Directors.  Notice of  each  special
meeting  shall  be given to each Director by mail  at  least  two
days, or by telephone, telegram or other personal notice at least
one  day, prior to the meeting.  Such notice need not specify the
purpose for which a meeting is called.
     
     Section 4.  Quorum.  At all meetings of the Board a majority
of  the  total number of Directors shall constitute a quorum  for
the  transaction  of business and the act of a  majority  of  the
Directors present at any meeting at which there is a quorum shall
be  the act of the Board of Directors, except as may be otherwise
specifically provided by law.  If a quorum shall not  be  present
at  any  meeting of the Board of Directors, the Directors present
thereat may adjourn the meeting from time to time, without notice
other  than announcement at the meeting, until a quorum shall  be
present.
     
     Section  5.  Organization.  The Chairman of the Board  shall
act  as  chairman at all meetings of the Board of Directors.   If
the  Chairman of the Board is not present, the Vice Chairman  (if
elected and if a member of the Board, and if more than one in the
order  designated  by  the  Board  or  in  the  absence  of  such
designation in the order of their election), or if no  such  Vice
Chairman is present the President (if elected and if a member  of
the  Board, and if more than one in the order designated  by  the
Board or in the absence of such designation in the order of their
election),  or if no such President is present a Director  chosen
by  a majority of the Directors present, shall act as chairman at
meetings of the Board of Directors.
     
     Section 6.  Executive Committee.  The Board of Directors, by
resolution  adopted  by  a  majority  of  the  whole  Board,  may
designate five or more Directors, including the Chairman  of  the
Board  and the Vice Chairman (if elected and if a member  of  the
Board, and if more than one the first in order designated by  the
Board  of  Directors  or in the absence of such  designation  the
first   in   order  of  election),  to  constitute  an  Executive
Committee,  to  serve as such, unless the resolution  designating
the  Executive  Committee is sooner amended or rescinded  by  the
Board  of  Directors,  until  their  respective  successors   are
designated.  The Board of Directors, by resolution adopted  by  a
majority  of  the  whole  Board, may  also  designate  additional
Directors  as  alternate  members of the Executive  Committee  to
serve  as  members of the Executive Committee in  the  place  and
stead  of any regular member or members thereof who may be unable
to  attend a meeting or otherwise unavailable to act as a  member
of  the Executive Committee, provided that a Director who is also
an  officer  of the Corporation shall not serve as  an  alternate
member  of  the Executive Committee in the place and stead  of  a
Director who is not also an officer of the Corporation.   In  the
absence or disqualification of a member and all alternate members
who  may serve in the place and stead of such member, the  member
or  members  thereof present at any meeting and not  disqualified
from  voting, whether or not such member or members constitute  a
quorum,  may unanimously appoint another Director to act  at  the
meeting  in the place of any such absent or disqualified  member,
provided  that  a  Director  who  is  also  an  officer  of   the
Corporation  shall not be appointed to act at a  meeting  of  the
Executive  Committee in place of a Director who is  not  also  an
officer of the Corporation.
     
     Except  as expressly limited by the General Corporation  Law
of  the State of Delaware or the Certificate of Incorporation and
except  for the power and authority to elect the Chairman of  the
Board  or a Vice Chairman or a President, the Executive Committee
shall  have and may exercise all the powers and authority of  the
Board  of Directors in the management of the business and affairs
of   the  Corporation  between  the  meetings  of  the  Board  of
Directors.   The Executive Committee shall keep a record  of  its
acts  and proceedings, which shall form a part of the records  of
the  Corporation in the custody of the Secretary, and all actions
of  the  Executive Committee shall be reported to  the  Board  of
Directors at the next meeting of the Board.
     The Chairman of the Board shall be Chairman of the Executive
Committee   and  shall  preside  at  meetings  of  the  Executive
Committee.  In the absence of the Chairman of the Board, a member
chosen  by  a majority of the members present at a meeting  shall
preside at such meeting.
     
     Meetings  of  the Executive Committee may be called  at  any
time  by  the  Chairman of the Board, or any two of its  members.
Notice of each meeting shall be given by mail at least two  days,
or  by telephone, telegram or other personal notice at least  two
hours,  prior to the meeting.  Such notice need not  specify  the
purpose  for  which  the meeting is called.  A  majority  of  the
members of the Executive Committee shall constitute a quorum  for
the  transaction of business and, except as expressly limited  by
this Section, the act of a majority of the members present at any
meeting  at  which  there is a quorum shall be  the  act  of  the
Executive  Committee.   Except  as  expressly  provided  in  this
Section,  the  Executive Committee shall fix  its  own  rules  of
procedure.
     
     Section 7.  Compensation Committee.  The Board of Directors,
by  resolution  adopted by a majority of  the  whole  Board,  may
designate three or more Directors, none of whom shall also be  an
officer   of   the  Corporation,  to  constitute  a  Compensation
Committee,  to  serve as such, unless the resolution  designating
the  Compensation Committee is sooner amended or rescinded by the
Board  of  Directors,  until  their  respective  successors   are
designated.  The Board of Directors, by resolution adopted  by  a
majority  of  the  whole  Board, may  also  designate  additional
Directors  as alternate members of the Compensation Committee  in
the  place and stead of any regular member or members thereof who
may be unable to attend a meeting or otherwise unavailable to act
as  a  member  of  the Compensation Committee,  provided  that  a
Director  who  is  also an officer of the Corporation  shall  not
serve  as an alternate member of the Compensation Committee.   In
the  absence  or disqualification of a member and  all  alternate
members, the member or members thereof present at any meeting and
not  disqualified  from  voting whether or  not  such  member  or
members  constitute  a  quorum, may unanimously  appoint  another
Director to act at the meeting in the place of any such absent or
disqualified  member, provided that a Director  who  is  also  an
officer  of the Corporation shall not be appointed to  act  at  a
meeting of the Compensation Committee.
     
     The   Compensation  Committee  shall  have  the  power   and
authority   to   review  and  act  with  respect   to   incentive
compensation plans, pension plans, stock options, savings  plans,
insurance and other employee benefit plans, to approve the salary
and  compensation of individuals at the level of  Assistant  Vice
President   of   the   Corporation  and  to   review   and   make
recommendations  to  the  Board  with  respect  to   salary   and
compensation of officers at the level of Vice President and above
of  the Corporation.  The Compensation Committee also shall  have
such  power and authority as may be conferred upon it  under  the
terms  of  the  employee benefit plans of the Corporation  or  by
resolution of the Board of Directors.
     
     The   Compensation  Committee  shall  keep   a   record   of
proceedings and report the same to the Board of Directors to such
extent  and  in such form as the Board of Directors may  require.
Unless  otherwise  provided  in the resolutions  designating  the
Compensation  Committee, a majority of the  members  thereof  may
select its Chairman, fix its rules of procedure, fix the time and
place  of  its  meetings and specify what notice of meetings,  if
any, shall be given.
     
     Section  8.   Other Committees.  The Board of Directors  may
designate  one or more other committees, each such  committee  to
consist of one or more Directors.  Except as expressly limited by
the  General  Corporation Law of the State  of  Delaware  or  the
Certificate of Incorporation, any such committee shall  have  and
may  exercise such powers as the Board of Directors may determine
and  specify  in the resolution designating such committee.   The
Board  of  Directors  also may designate one or  more  additional
Directors  as alternate members of any such committee to  replace
any   absent  or  disqualified  member  at  any  meeting  of  the
committee,  and  at  any time may change the  membership  of  any
committee  or  amend  or rescind the resolution  designating  the
committee.   In the absence or disqualification of  a  member  or
alternate  member of a committee, the member or  members  thereof
present  at any meeting and not disqualified from voting, whether
or   not  such  member  or  members  constitute  a  quorum,   may
unanimously appoint another Director to act at the meeting in the
place  of  any such absent or disqualified member, provided  that
the  Director so appointed meets any qualifications stated in the
resolution designating the committee, and provided further that a
Director who is also an officer of the Corporation shall  not  be
appointed to act a meeting in place of a Director who is not also
an  officer the Corporation.  Each committee shall keep a  record
of  proceedings and report the same to the Board of Directors  to
such  extent  and  in  such form as the Board  of  Directors  may
require.  Unless otherwise provided in the resolution designating
a  committee,  a  majority  of all of the  members  of  any  such
committee  may  select its Chairman, fix its rules of  procedure,
fix the time and place of its meetings and specify what notice of
meetings, if any, shall be given.
     
     Section   9.   Action  without  Meeting.   Unless  otherwise
restricted  by the Certificate of Incorporation or these  ByLaws,
any  action  required or permitted to be taken at any meeting  of
the  Board of Directors or of any committee thereof may be  taken
without  a meeting, if all members of the Board or committee,  as
the  case may be, consent thereto in writing, and the writing  or
writings  are filed with the minutes of proceedings of the  Board
or committee.
     
     Section 10.  Attendance by Telephone.  Members of the  Board
of  Directors,  or of any committee designated by  the  Board  of
Directors, may participate in a meeting of the Board of Directors
or  any  committee, by means of conference telephone  or  similar
communications   equipment  by  means  of   which   all   persons
participating  in  the  meeting can  hear  each  other  and  such
participation in a meeting shall constitute presence in person at
the meeting.
     
     Section  11.   Compensation.  The Board of  Directors  shall
have  the  authority to fix the compensation of Directors,  which
may include their expenses, if any, of attendance at each meeting
of the Board of Directors or of a committee.
                                
                                
                           ARTICLE IV

     Section  1.   Enumeration.  The officers of the  Corporation
shall be chosen by the Board of Directors and shall be a Chairman
of  the  Board, a Secretary, a Treasurer and a Comptroller.   The
Board of Directors may also elect one or more Vice Chairmen,  one
or  more Presidents, one or more Vice Presidents (one or more  of
whom may be Senior Vice Presidents or Executive Vice Presidents),
one  or  more  Assistant  Secretaries, Assistant  Treasurers  and
Assistant Comptrollers and such other officers and agents  as  it
shall deem appropriate.  Any number of offices may be held by the
same position.
     
     Section 2.  Term of Office.  The officers of the Corporation
shall  be  elected annually by the Board of Directors  and  shall
hold  office  until their successors are elected  and  qualified.
Any officer elected or appointed by the Board of Directors may be
removed  at  any  time  by the Board of Directors.   Any  vacancy
occurring  in  any  office of the Corporation  required  by  this
Article  shall  be  filled by the Board  of  Directors,  and  any
vacancy  in  any  other  office may be filled  by  the  Board  of
Directors.
     
     Section  3.   Chairman of the Board.  The  Chairman  of  the
Board  shall  be  the Chief Executive Officer of the  Corporation
and,  as  such,  shall  have general supervision,  direction  and
control  of the business and affairs of the Corporation,  subject
to  the  control  of  the Board of Directors,  shall  preside  at
meetings  of  stockholders and shall have such  other  functions,
authority  and duties as customarily appertain to the  office  of
the  chief  executive  of a business corporation  or  as  may  be
prescribed by the Board of Directors.
     
     Section  4.   Vice Chairman.  The Vice Chairman,  under  the
direction and control of the Chairman of the Board, shall perform
such  duties and have such other powers as the Board of Directors
may  from time to time prescribe.  The Vice Chairman shall assist
the   Chairman  of  the  Board  in  the  administration,  general
management  and  direction of the business  and  affairs  of  the
Corporation.  In the absence or disability of the Chairman of the
Board, the Vice Chairman (or in the event there be more than  one
Vice  Chairman, the Vice Chairmen in the order designated by  the
Directors or, in the absence of such designation, in the order of
their  election) shall have the powers and perform the duties  of
the Chairman of the Board.
     
     Section  5.   President.   The  President  shall  have  such
functions, authority and duties as may be prescribed by the Board
of  Directors or the Chairman of the Board.  The President may be
designated  to  have  responsibility for a  particular  group  of
entities  or  business of the Corporation.   In  the  absence  or
disability of the Vice Chairman, the President (or in  the  event
there  be  more than one President, the Presidents in  the  order
designated  by  the  Directors  or,  in  the  absence   of   such
designation,  in  the  order of their election)  shall  have  the
duties of the Vice Chairman.
     
     Section  6.   Vice  President.   The  Vice  President  shall
perform  such duties and have such other powers as may from  time
to  time be prescribed by the Board of Directors, the Chairman of
the Board, the Vice Chairman or the President.
     
     Section 7.  Secretary.  The Secretary shall keep a record of
all proceedings of the stockholders of the Corporation and of the
Board  of  Directors,  and  shall perform  like  duties  for  the
standing committees when required.  The Secretary shall give,  or
cause to be given, notice of all meetings of the stockholders and
shall perform such other duties as may be prescribed by the Board
of Directors, the Chairman of the Board, the Vice Chairman or the
President.   The  Secretary shall have custody of  the  corporate
seal  of the Corporation and the Secretary, or in the absence  of
the  Secretary any Assistant Secretary, shall have  authority  to
affix  the  same  to any instrument requiring  it,  and  when  so
affixed  it may be attested by the signature of the Secretary  or
an  Assistant Secretary.  The Board of Directors may give general
authority  to  any  other  officer  to  affix  the  seal  of  the
Corporation and to attest such affixing of the seal.
     
     Section  8.   Assistant Secretary.  The Assistant Secretary,
or  if  there be more than one, the Assistant Secretaries in  the
order  determined by the Board of Directors (or if  there  be  no
such  determination, then in the order of their election), shall,
in  the  absence  of  the  Secretary  or  in  the  event  of  the
Secretary's inability or refusal to act, perform the  duties  and
exercise the powers of the Secretary and shall perform such other
duties  as  may from time to time be prescribed by the  Board  of
Directors,  the  Chairman of the Board, the  Vice  Chairman,  the
President or the Secretary.
     
     Section 9.  Treasurer.  The Treasurer shall have the custody
of  the  corporate funds and securities and shall keep  full  and
accurate   accounts  of  receipts  and  disbursements  in   books
belonging  to  the Corporation and shall deposit all  moneys  and
other  valuable  effects in the name and to  the  credit  of  the
Corporation  in  such depositories as may be  designated  by  the
Board  of  Directors.  The Treasurer shall disburse the funds  of
the  Corporation  as  may be ordered by the Board  of  Directors,
taking  proper vouchers for such disbursements, and shall  render
to  the  Chairman of the Board, the Vice Chairman, the  President
and  the Board of Directors, at its regular meetings or when  the
Board of Directors so requires, an account of all transactions as
Treasurer and of the financial condition of the Corporation.  The
Treasurer  shall perform such other duties as may  from  time  to
time be prescribed by the Board of Directors, the Chairman of the
Board,  the  Vice Chairman, the President or the Chief  Financial
Officer.
     
     Section  10.  Assistant Treasurer.  The Assistant Treasurer,
or  if there shall be more than one, the Assistant Treasurers  in
the order determined by the Board of Directors (or if there be no
such  determination, then in the order of their election), shall,
in  the  absence  of  the  Treasurer  or  in  the  event  of  the
Treasurer's inability or refusal to act, perform the  duties  and
exercise the powers of the Treasurer and shall perform such other
duties  and  have such other powers as may from time to  time  be
prescribed by the Board of Directors, the Chairman of the  Board,
the Vice Chairman, the President, the Chief Financial Officer  or
the Treasurer.

     Section  11.   Comptroller.  The Comptroller  shall  be  the
principal  accounting  officer  of  the  Corporation,  shall   be
responsible  to  the  Board of Directors for the  maintenance  of
adequate accounting procedures and records and shall perform such
other  duties as may from time to time be prescribed by the Board
of  Directors, the Chairman of the Board, the Vice Chairman,  the
President or the Chief Financial Officer.
     
     Section   12.    Assistant   Comptroller.    The   Assistant
Comptroller,  or if there shall be more than one,  the  Assistant
Comptrollers  in the order determined by the Board  of  Directors
(or if there be no such determination, then in the order of their
election),  shall, in the absence of the Comptroller  or  in  the
event  of the Comptroller's inability or refusal to act,  perform
the  duties and exercise the powers of the Comptroller and  shall
perform such other duties and have such other powers as may  from
time  to  time  be  prescribed by the  Board  of  Directors,  the
Chairman  of  the  Board, the Vice Chairman, the  President,  the
Chief Financial Officer or the Comptroller.
     
     Section   13.   Chief  Financial  Officer.   The  Board   of
Directors may designate any elected officer of the Corporation as
the Chief Financial Officer of the Corporation.
     
     Section 14.  Other Officers.  Any officer who is elected  or
appointed  from time to time by the Board of Directors and  whose
duties  are  not  specified in these By-Laws shall  perform  such
duties  and  have such powers as may be prescribed from  time  to
time  by  the Board of Directors, the Chairman of the Board,  the
Vice Chairman or the President.
     
                            ARTICLE V
                                
                      CERTIFICATES OF STOCK
     
     Section  1.  Form.  Certificates of stock in the Corporation
shall  be  signed  by  or in the name of the Corporation  by  the
Chairman of the Board or the Vice Chairman or the President or  a
Vice President and by the Treasurer or an Assistant Treasurer  or
the  Secretary or an Assistant Secretary of the Corporation.  The
signatures  of the Chairman of the Board, the Vice Chairman,  the
President  or a Vice President and the Treasurer or an  Assistant
Treasurer  or  the Secretary or an Assistant Secretary,  and  the
transfer  agent and registrar, may be facsimiles.   In  case  any
officer,  transfer  agent or registrar who has  signed  or  whose
facsimile signature has been placed upon a certificate shall have
ceased  to  be  such officer, transfer agent or registrar  before
such certificate is issued, the certificate may be issued by  the
Corporation  with  the same effect as if such  officer,  transfer
agent or registrar were such officer, transfer agent or registrar
at the date of its issue.
     
     Section 2.  Transfer.  Upon surrender to the Corporation  or
the transfer agent of the Corporation of a certificate for shares
duly  endorsed  or accompanied by proper evidence of  succession,
assignment or authority to transfer, it shall be the duty of  the
Corporation  to  issue a new certificate to the  person  entitled
thereto, cancel the old certificate and record the transaction on
its books.
     
     Section 3.   Replacement.   In  the  case  of  the   loss,
destruction  or  theft  of a certificate for  any  stock  of  the
Corporation,  a  new certificate may be issued upon  satisfactory
proof  of such loss, destruction or theft and upon such terms  as
the Board of Directors may prescribe.  The Board of Directors may
in  its  discretion require the owner of the lost,  destroyed  or
stolen  certificate,  or his legal representative,  to  give  the
Corporation  a bond, in such sum and in such form and  with  such
surety or sureties as it may direct, to indemnify the Corporation
against any claim that may be made against it with respect  to  a
certificate alleged to have been lost, destroyed or stolen.

                           ARTICLE VI
                                
            INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section  1.  The Corporation shall indemnify any person  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 by or in the right of the Corporation) by  reason
of  the  fact that he is or was a director, officer, employee  or
agent of the Corporation, or is or was serving at the request  of
the  Corporation  as a director, officer, employee  or  agent  of
another  corporation, partnership, joint venture, trust or  other
enterprise,   against  expenses  (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.   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 person 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.
     
     Section  2.  The Corporation shall indemnify any person  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
right  of  the Corporation to procure a judgment in its favor  by
reason  of  the  fact  that  he is or was  a  director,  officer,
employee or agent of the Corporation, or is or was serving at the
request  of  the Corporation as a director, officer, employee  or
agent  of another corporation, partnership, joint venture,  trust
or  other enterprise against expenses (including attorneys' fees)
actually  and reasonably 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  or  not
opposed to the best interests of the Corporation and except  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  for  negligence or misconduct in the performance  of  his
duty  to  the Corporation unless and only to the extent that  the
Court  of Chancery 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.
     
     Section 3.  To the extent that a director, officer, employee
or  agent of the Corporation has been successful on the merits or
otherwise  in defense of any action, suit or proceeding  referred
to  in  Sections  1 and 2 of this article, 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  4.  Any indemnification under Sections 1 and  2  of
this  article (unless ordered by a court) shall be  made  by  the
Corporation  only  as  authorized in the  specific  case  upon  a
determination  that  indemnification of  the  director,  officer,
employee or agent is proper in the circumstances because  he  has
met  the  applicable standard of conduct set forth in Sections  1
and  2 of this article.  Such determination shall be made (1)  by
the  Board of Directors by a majority vote of a quorum consisting
of  directors  who  were  not parties to  such  action,  suit  or
proceeding, or (2) if such a quorum is not obtainable,  or,  even
if  obtainable a quorum of disinterested directors so directs, by
independent  legal counsel in a written opinion, or  (3)  by  the
stockholders.
     
     Section  5.   Expenses  incurred in  defending  a  civil  or
criminal  action,  suit  or  proceeding  may  be  paid   by   the
Corporation  in advance of the final disposition of such  action,
suit or proceeding as authorized by the Board of Directors in the
manner provided in Section 4 of this article upon receipt  of  an
undertaking by or on behalf of the director, officer, employee or
agent  to  repay  such  amount  unless  it  shall  ultimately  be
determined  that  he  is  entitled  to  be  indemnified  by   the
Corporation under this article.
     
     Section  6.  The Corporation shall indemnify any person  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,  (i)
arising under the Employee Retirement Income Security Act of 1974
or  regulations promulgated thereunder, or under any other law or
regulation  of the United States or any agency or instrumentality
thereof   or  law  or  regulation  of  any  state  or   political
sub-division or any agency or instrumentality of either, or under
the  common  law  of  any  of  the  foregoing,  against  expenses
(including  attorneys' fees), judgments, fines, penalties,  taxes
and  amounts paid in settlement actually and reasonably  incurred
by  him  in  connection with such action, suit or  proceeding  by
reason  of  the fact that he is or was a fiduciary,  disqualified
person  or party in interest with respect to an employee  benefit
plan  covering  employees of the Corporation or of  a  subsidiary
corporation,  or  is  or was serving in any other  capacity  with
respect  to  such plan, or has or had any obligations  or  duties
with  respect to such plan by reason of such laws or regulations,
provided that such person was or is a director, officer, employee
or  agent  of  the  Corporation, or (ii) in connection  with  any
matter  arising under federal, state or local revenue or taxation
laws  or  regulations,  against  expenses  (including  attorneys'
fees),  judgments,  fines,  penalties,  taxes,  amounts  paid  in
settlement  and amounts paid as penalties or fines  necessary  to
contest  the imposition of such penalties or fines, actually  and
reasonably  incurred by him in connection with such action,  suit
or proceeding by reason of the fact that he is or was a director,
officer,  employee  or agent of the Corporation,  or  is  or  was
serving at the request of the Corporation as a director, officer,
employee  or  agent  of another corporation,  partnership,  joint
venture, trust or other enterprise and had responsibility for  or
participated  in  activities relating  to  compliance  with  such
revenue or taxation laws and regulations; provided, however, that
such  person  did not act dishonestly or in willful  or  reckless
violation of the provisions of the law or regulation under  which
such  suit  or proceeding arises.  Unless the Board of  Directors
determines  that  under the circumstances then  existing,  it  is
probable that such director, officer, employee or agent will  not
be  entitled  to  be  indemnified by the Corporation  under  this
Section,  expenses incurred in defending such suit or proceeding,
including  the amount of any penalties or fines necessary  to  be
paid  to contest the imposition of such penalties or fines, shall
be paid by the Corporation in advance of the final disposition of
such  suit or proceeding upon receipt of an undertaking by or  on
behalf of the director, officer, employee or agent to repay  such
amount  if  it  shall ultimately be determined  that  he  is  not
entitled to be indemnified by the Corporation under this Section.
     
     Section  7.   The indemnification provided by  this  article
shall  not be deemed exclusive of any other rights to which those
indemnified may be entitled under any by-law, agreement, vote  of
stockholders or disinterested directors or otherwise, both as  to
action  in  his  official capacity and as to  action  in  another
capacity while holding such office, and shall continue  as  to  a
person  who  has  ceased to be a director, officer,  employee  or
agent and shall inure to the benefit of the heirs, executors  and
administrators of such a person.
     
     Section  8.   The  Corporation  may  purchase  and  maintain
insurance  on  behalf of any person who is  or  was  a  director,
officer,  employee  or agent of the Corporation,  or  is  or  was
serving at the request of the Corporation as a director, officer,
employee  or  agent  of another corporation,  partnership,  joint
venture, trust or other enterprise against any liability asserted
against  him and incurred by him in any such capacity, or arising
out of his status as such, whether or not he would be entitled to
indemnity  against  such liability under the provisions  of  this
article.

                           ARTICLE VII
                                
                       GENERAL PROVISIONS

     Section 1.  Fiscal Year.  The fiscal year of the Corporation
shall be fixed by resolution of the Board of Directors.
     
     Section 2.  Corporate Seal.  The corporate seal shall be  in
such  form as may be approved from time to time by the  Board  of
Directors.   The  seal may be used by causing it or  a  facsimile
thereof  to  be  imposed  or  affixed  or  in  any  other  manner
reproduced.
     
     Section  3.   Waiver  of  Notice.  Whenever  any  notice  is
required  to  be  given  under  law  or  the  provisions  of  the
Certificate  of Incorporation or 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.

                          ARTICLE VIII
                                
                           AMENDMENTS

     These  By-Laws  may be altered, amended or repealed  or  new
By-Laws may be adopted by the Board of Directors.  The fact  that
the  power to amend, alter, repeal or adopt the By-Laws has  been
conferred  upon  the  Board of Directors  shall  not  divest  the
stockholders of the same powers.

                           ARTICLE IX
                                
                      EMERGENCY PROVISIONS

     During  any emergency resulting from an attack on the United
States  or  on  a  locality  in which the  Company  conducts  its
business  or customarily holds meetings of its Board of Directors
or its stockholders, or during any nuclear or atomic disaster, or
during  the  existence  of  any  catastrophe,  or  other  similar
emergency  condition, as a result of which a quorum of the  Board
of   Directors  cannot  readily  be  convened  for   action   (an
OEmergencyO), the following emergency procedures shall apply:

     (a)   A  meeting of the Board of Directors may be called  by
any  director or officer of the Company.  Notice of such  meeting
may be given only to such directors as it is feasible to reach at
the  time and by means as may be feasible at the time, but in any
event  not  less  than  two hours prior  to  such  meeting.   The
presence  of  at  least  three directors at  such  meeting  shall
constitute  a quorum and shall be sufficient for the  transaction
of  business at such meeting, except that if there are fewer than
three  surviving directors the surviving director  or  directors,
although  less  than  a  quorum,  may  determine  the  number  of
directors  (which  shall be not less than  three)  and  may  fill
vacancies  on the Board of Directors.  In filling such vacancies,
consideration shall be given to senior officers of the Company in
the  order  of  the lines of succession (if any)  established  in
accordance with paragraph (b) below.
     
     (b)   The  Chairman of the Board, with the approval  of  the
Board  of  Directors  or a committee of the  Board  of  Directors
authorized  by  resolution of the Board to confer such  approval,
either before or during an Emergency, may provide, and from  time
to time modify, lines of succession as to officers of the Company
(subject and in addition to the succession provided in these  By-
Laws)  in  the event that during an Emergency any or all  of  the
officers  or  agents  of  the Company shall  for  any  reason  be
rendered incapable of discharging their duties.
     
     (c)   The  Board of Directors, either before  or  during  an
Emergency,  may,  effective  in the Emergency,  change  the  head
office  or designate several alternative head offices or regional
offices, or authorize the officers to do so.
     
     (d)   No officer, director or employee of the Company or any
of  its subsidiaries acting in accordance with this Article shall
be liable except for willful misconduct.