EXHIBIT 3.2
                                                     FORM 10-Q
                              QUARTER ENDED SEPTEMBER 30, 1997



                                  BY-LAWS

                                    OF

                        BUCYRUS INTERNATIONAL, INC.

                  (hereinafter called the "Corporation")


                                 ARTICLE I

                                  OFFICES

          Section 1.  Registered Office.  The registered office of the
Corporation shall be in the City of Wilmington, County of New Castle, State of
Delaware.

          Section 2.  Other Offices.  The Corporation may also have offices
at such other places both within and without the State of Delaware as the
Board of Directors may from time to time determine.


                                ARTICLE II

                         MEETINGS OF STOCKHOLDERS

          Section 1.  Place of Meetings.  Meetings of the stockholders for
the election of directors or for any other purpose shall be held at such time
and place, either within or without the State of Delaware as shall be
designated from time to time by the Board of Directors and stated in the
notice of the meeting or in a duly executed waiver of notice thereof.   

          Section 2.  Annual Meetings.  The annual meetings of stockholders
shall be held on such date and at such time as shall be designated from time
to time by the Board of Directors and stated in the notice of the meeting, at
which meetings the stockholders shall elect by a plurality vote a Board of
Directors, and transact such other business as may properly be brought before
the meeting.  Written notice of the annual meeting stating the place, date and
hour of the meeting shall be given to each stockholder entitled to vote at
such meeting not less than 10 nor more than 60 days before the date of the
meeting.   

          Section 3.  Special Meetings.  Unless otherwise prescribed by law
or by the Certificate of Incorporation, special meetings of stockholders, for
any purpose or purposes, may be called by either (i) the Chairman, if there be
one, (ii) the President or (iii) the Secretary, and shall be called by any
such officer at the request in writing of a majority of the Board of
Directors.  Such request shall state the purpose or purposes of the proposed
meeting.  Written notice of a special meeting stating the place, date and hour
of the meeting and the purpose or purposes for which the meeting is called
shall be given not less than 10 nor more than 60 days before the date of the
meeting to each stockholder entitled to vote at such meeting.   

          Section 4.  Quorum.  Except as otherwise prescribed by law or by
the Certificate of Incorporation, the holders of a majority of the capital
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.  If, however, such quorum shall
not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, 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 meeting as originally noticed.  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 entitled to vote at the meeting in accordance with Section 2
or 3 above.

          Section 5.  Voting.  Unless otherwise prescribed by law, the
Certificate of Incorporation or these By-laws, any question brought before any
meeting of stockholders shall be decided by the vote of the holders of a
majority of the stock represented and entitled to vote thereat.  Unless
otherwise prescribed by law or the Certificate of Incorporation, each
stockholder represented at a meeting of stockholders shall be entitled to cast
one vote for each share of the capital stock entitled to vote thereat held by
such stockholder.  Such votes may be cast in person or by proxy but no proxy
shall be voted on or after three years from its date, unless such proxy
provides for a longer period.  The Board of Directors, in its discretion, or
the officer of the Corporation presiding at a meeting of stockholders, in his
or her discretion, may require that any votes cast at such meeting shall be
cast by written ballot. 

          Section 6.  List of Stockholders Entitled to Vote.  The officer of
the Corporation who has charge of the stock ledger of the Corporation shall
prepare and make, at least 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 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 of the Corporation who
is present. 

          Section 7.  Stock Ledger.  The stock ledger of the Corporation
shall be the only evidence as to who are the stockholders entitled to examine
the stock ledger, the list required by Section 6 of this Article II or the
books of the Corporation, or to vote in person or by proxy at any meeting of
stockholders.

          Section 8.  Nomination of Directors.  Only persons who are
nominated in accordance with the following procedures shall be eligible for
election as directors of the Corporation.  Nominations of persons for election
to the Board of Directors may be made at any annual meeting of stockholders
(a) by or at the direction of the Board of Directors (or any duly authorized
committee thereof) or (b) by any stockholder of the Corporation (i) who is a
stockholder of record on the date of the giving of the notice provided for in
this Section 8 and on the record date for the determination of stockholders
entitled to vote at such annual meeting and (ii) who complies with the notice
procedures set forth in this Section 8.

          In addition to any other applicable requirements, for a nomination
to be made by a stockholder, such stockholder must have given timely notice
thereof in proper written form to the Secretary of the Corporation.

          To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than 60 days nor more than 90 days prior to the date of
the annual meeting of stockholders; provided, however, that in the event that
less than 70 days' notice or prior public disclosure of the date of the
meeting is given or made, notice by the stockholder to be timely must be so
received not later than the close of business on the tenth (10th) day
following the day on which such notice of the date of the annual meeting was
mailed or such public disclosure of the date of the annual meeting was made,
whichever first occurs.

          To be in proper written form, a stockholder's notice to the
Secretary must set forth (a) as to each person whom the stockholder proposes
to nominate for election as a director (i) the name, age, business address and
residence address of the person, (ii) the principal occupation or employment
of the person, (iii) the class or series and number of shares of capital stock
of the Corporation that are owned beneficially or of record by the person and
(iv) any other information relating to the person that would be required to be
disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for election of directors pursuant to
Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules and regulations promulgated thereunder; and (b) as to the
stockholder giving the notice (i) the name and record address of such
stockholder, (ii) the class or series and number of shares of capital stock of
the Corporation that are owned beneficially or of record by such stockholder,
(iii) a description of all arrangements or understandings between such
stockholder and each proposed nominee and any other person or persons
(including their names) pursuant to which the nomination(s) are to be made by
such stockholder, (iv) a representation that such stockholder intends to
appear in person or by proxy at the meeting to nominate the persons named in
its notice and (v) any other information relating to such stockholder that
would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for election
of directors pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder.  Such notice must be accompanied by a
written consent of each proposed nominee to being named as a nominee and to
serve as a director if elected.

          No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth in
this Section 8.  If the Chairman of the meeting determines that a nomination
was not made in accordance with the foregoing procedures, the Chairman shall
declare to the meeting that the nomination was defective and such defective
nomination shall be disregarded.

          Section 9.  Business at Annual Meetings.  No business may be
transacted at an annual meeting of stockholders, other than business that is
either (a) specified in the notice of meeting (or any supplement thereto)
given by or at the direction of the Board of Directors (or any duly authorized
committee thereof), (b) otherwise properly brought before the annual meeting
by or at the direction of the Board of Directors (or any duly authorized
committee thereof) or (c) otherwise properly brought before the annual meeting
by any stockholder of the Corporation (i) who is a stockholder of record on
the date of the giving of the notice provided for in this Section 9 and on the
record date for the determination of  stockholders entitled to vote at such
annual meeting and (ii) who complies with the notice procedures set forth in
this Section 9.

          In addition to any other applicable requirements, for business to
be properly brought before an annual meeting by a stockholder, such
stockholder must have given timely notice thereof in proper written form to
the Secretary of the Corporation.

          To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than 60 days nor more than 90 days prior to the date of
the annual meeting of stockholders; provided, however, that in the event that
less than 70 days' notice or prior public disclosure of the date of the
meeting be given or made, notice by the stockholder to be timely must be so
received not later than the close of business on the tenth (10th) day
following the day on which such notice of the date of the annual meeting was
mailed or such public disclosure of the date of the annual meeting was made,
whichever first occurs.

          To be in proper written form, a stockholder's notice to the
Secretary must set forth as to each matter such stockholder proposes to bring
before the annual meeting (i) a brief description of the business desired to
be brought before the annual meeting and the reasons for conducting such
business at the annual meeting, (ii) the name and record address of such
stockholder, (iii) the class or series and number of shares of capital stock
of the Corporation that are owned beneficially or of record by such
stockholder, (iv) a description of all arrangements or understandings between
such stockholder and any other person or persons (including their names) in
connection with the proposal of such business by such stockholder and any
material interest of such stockholder in such business and (v) a
representation that such stockholder intends to appear in person or by proxy
at the annual meeting to bring such business before the meeting.

          No business shall be conducted at the annual meeting of
stockholders except business brought before the annual meeting in accordance
with the procedures set forth in this Section 9, provided, however, that, once
business has been properly brought before the annual meeting in accordance
with such procedures, nothing in this Section 9 shall be deemed to preclude
discussion by any stockholder of any such business.  If the Chairman of an
annual meeting determines that business was not properly brought before the
annual meeting in accordance with the foregoing procedures, the Chairman shall
declare to the meeting that the business was not properly brought before the
meeting and such business shall not be transacted.

                                ARTICLE III

                                 DIRECTORS

          Section 1.  Number and Election of Directors.  The Board of
Directors shall consist of six (6) directors or such other greater or lesser
number as shall be fixed from time to time by further resolution of this Board
of Directors.  Except as provided in Section 2 of this Article III, directors
shall be elected by a plurality of the votes cast at annual meetings of
stockholders, and each director so elected shall hold office until the next
annual meeting and until his or her successor is duly elected and qualified,
or until his or her earlier death, resignation or removal.  Any director may
resign at any time upon notice to the Corporation.  Directors need not be
stockholders.

          Section 2.  Vacancies.  Any vacancy on the Board of Directors that
results from an increase in the number of directors may be filled by a
majority of the Board of Directors then in office, provided that a quorum is
present, and any other vacancy occurring in the Board of Directors may be
filled by a majority of the directors then in office, even if less than a
quorum, or by a sole remaining director.  Any director of any class elected to
fill a vacancy resulting from an increase in such class shall hold office for
a term that shall coincide with the remaining term of that class.  Any
director elected to fill a vacancy not resulting from an increase in the
number of directors shall have the same remaining term as his or her
predecessor.  Directors of the Corporation may be removed by the stockholders
of the Corporation only for cause.

          Section 3.  Duties and Powers.  The business of the Corporation
shall be managed by or under the direction of the Board of Directors which may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by statute or by the Certificate of Incorporation or by
these By-laws directed or required to be exercised or done by the
stockholders.

          Section 4.  Meetings. The Board of Directors of the Corporation
may hold meetings, both regular and special, either within or without the
State of Delaware.  Regular meetings of the Board of Directors may be held
without notice at such time and at such place as may from time to time be
determined by the Board of Directors. Special meetings of the Board of
Directors may be called by the Chairman, if there be one, the President, or by
a majority of the directors then in office.  Notice thereof stating the place,
date and hour of the meeting shall be given to each director either by mail
not less than forty-eight (48) hours before the date of the meeting, by
telephone or telegram on twenty-four (24) hours' notice, or on such shorter
notice as the person or persons calling such meeting may deem necessary or
appropriate in the circumstances. 

          Section 5.  Quorum.  Except as otherwise prescribed by law, the
Certificate of Incorporation or these By-laws, at all meetings of the Board of
Directors, a majority of the entire Board 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.  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 6.  Actions of Board.  Unless otherwise prescribed by the
Certificate of Incorporation or these By-laws, 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 the members of the
Board of Directors 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 of Directors or committee.

          Section 7.  Meetings by Means of Conference Telephone.  Unless
otherwise prescribed by the Certificate of Incorporation or these By-laws,
members of the Board of Directors of the Corporation, or any committee
designated by the Board of Directors, may participate in a meeting of the
Board of Directors or such committee by means of a conference telephone or
similar communications equipment by means of which all persons participating
in the meeting can hear each other, and participation in a meeting pursuant to
this Section 7 shall constitute presence in person at such meeting.

          Section 8.  Compensation.  The directors may be  paid their
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid, in cash or stock of the Corporation, a fixed sum for attendance
at each meeting of the Board of Directors or a stated salary as a director. 
No such payment shall preclude any director from serving the Corporation in
any other capacity and receiving compensation therefor.  Members of special or
standing committees may be allowed like compensation for attending committee
meetings.

          Section 9.  Interested Directors.  No contract or transaction
between the Corporation and one or more of its directors or officers, or
between the Corporation and any other corporation, partnership, association,
or other organization in which one or more of its directors or officers are
directors or officers, or have a financial interest, shall be void or voidable
solely for this reason, or solely because the director or officer is present
at or participates in the meeting of the Board of Directors or committee
thereof which authorizes the contract or transaction, or solely because his or
their votes are counted for such purpose if (i) the material facts as to his
or their relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of Directors or the committee, and the
Board of Directors or committee in good faith authorizes the contract or
transaction by the affirmative votes of a majority of the disinterested
directors, even though the disinterested directors be less than a quorum; or
(ii) the material facts as to his or their relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or (iii) the contract or
transaction is fair as to the Corporation as of the time it is authorized,
approved or ratified, by the Board of Directors, a committee thereof or the
stockholders.  Common or interested directors may be counted in determining
the presence of a quorum at a meeting of the Board of Directors or of a
committee which authorizes the contract or transaction.


                                ARTICLE IV

                                 OFFICERS

          Section 1.  General.  The officers of the Corporation shall be
chosen by the Board of Directors and shall be a President, a Secretary and a
Treasurer.  The Board of Directors, in its discretion, may also choose a
Chairman of the Board of Directors (who must be a director) and one or more
Vice Presidents, Assistant Secretaries, Assistant Treasurers and other
officers.  Any number of offices may be held by the same person, unless
otherwise prohibited by law, the Certificate of Incorporation or these By-
laws.  The officers of the Corporation need not be stockholders of the
Corporation nor, except in the case of the Chairman of the Board of Directors,
need such officers be directors of the Corporation. 

          Section 2.  Election.  The Board of Directors at its first meeting
held after each annual meeting of stockholders shall elect the officers of the
Corporation 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; and all officers of the Corporation shall hold
office until their successors are chosen and qualified, or until their earlier
death, resignation or removal.  Any officer elected by the Board of Directors
may be removed at any time by the affirmative vote of a majority of the Board
of Directors.  Any vacancy occurring in any office of the Corporation shall be
filled by the Board of Directors.  The salaries of all officers of the
Corporation shall be fixed by the Board of Directors.

          Section 3.  Voting Securities Owned by the Corporation.  Powers of
attorney, proxies, waivers of notice of meeting, consents and other
instruments relating to securities owned by the Corporation may be executed in
the name of and on behalf of the Corporation by the President or any Vice
President and any such officer may, in the name of and on behalf of the
Corporation, take all such action as any such officer may deem advisable to
vote in person or by proxy at any meeting of security holders of any
corporation in which the Corporation may own securities and at any such
meeting shall possess and may exercise any and all rights and power incident
to the ownership of such securities and which, as the owner thereof, the
Corporation might have exercised and possessed if present.  The Board of
Directors may, by resolution, from time to time confer like powers upon any
other person or persons.

          Section 4.  Chairman of the Board of Directors.  The Chairman of
the Board of Directors, if there be one, shall preside at all meetings of the
stockholders and of the Board of Directors.  The Chairman of the Board of
Directors shall be the Chief Executive Officer of the Corporation, and except
where by law the signature of the President is required, the Chairman of the
Board of Directors shall possess the same power as the President to sign all
contracts, certificates and other instruments of the Corporation which may be
authorized by the Board of Directors.  During the absence or disability of the
President, the Chairman of the Board of Directors shall exercise all the
powers and discharge all the duties of the President.  The Chairman of the
Board of Directors shall also perform such other duties and may exercise such
other powers as from time to time may be assigned to him or her by these By-
laws or by the Board of Directors. 

          Section 5.  President.  The President shall, subject to the
control of the Board of Directors and, if there be one, the Chairman of the
Board of Directors, have general supervision of the business of the
Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect.  The President shall execute all bonds,
mortgages, contracts and other instruments of the Corporation requiring a
seal, under the seal of the Corporation, except where required or permitted by
law to be otherwise signed and executed and except that the other officers of
the Corporation may sign and execute documents when so authorized by these By-
laws, the Board of Directors or the President.  In the absence or disability
of the Chairman of the Board of Directors, or if there be none, the President
shall preside at all meetings of the stockholders and the Board of Directors. 
If there be no Chairman of the Board of Directors, the President shall be the
Chief Executive Officer of the Corporation.  The President shall also perform
such other duties and may exercise such other powers as from time to time may
be assigned to him or her by these By-laws or by the Board of Directors. 

          Section 6.  Vice Presidents.  At the request of the President or
in the President's absence or in the event of the President's inability or
refusal to act (and if there be no Chairman of the Board of Directors), the
Vice President or the Vice Presidents if there is more than one (in the order
designated by the Board of Directors) shall perform the duties of the
President, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the President.  Each Vice President shall perform
such other duties and have such other powers as the Board of Directors from
time to time may prescribe.  If there be no Chairman of the Board of Directors
and no Vice President, the Board of Directors shall designate the officer of
the Corporation who, in the absence of the President or in the event of the
inability or refusal of the President to act, shall perform the duties of the
President, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the President.

          Section 7.  Secretary.  The Secretary shall attend all meetings of
the Board of Directors and all meetings of stockholders and record all the
proceedings thereat in a book or books to be kept for that purpose; the
Secretary shall also 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 special meetings of the Board of Directors,
and shall perform such other duties as may be prescribed by the Board of
Directors or the President, under whose supervision the Secretary shall be. 
If the Secretary shall be unable or shall refuse to cause to be given notice
of all meetings of the stockholders and special meetings of the Board of
Directors, and if there be no Assistant Secretary, then either the Board of
Directors or the President may choose another officer to cause such notice to
be given.  The Secretary shall have custody of the seal of the Corporation and
the Secretary or any Assistant Secretary, if there be one, 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 by the
signature of any such Assistant Secretary.  The Board of Directors may give
general authority to any other officer to affix the seal of the Corporation
and to attest the affixing by his signature.  The Secretary shall see that all
books, reports, statements, certificates and other documents and records
required by law to be kept or filed are properly kept or filed, as the case
may be.

          Section 8.  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 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.  If required by the Board of Directors, the Treasurer shall give
the Corporation a bond in such sum and with such surety or sureties as shall
be satisfactory to the Board of Directors for the faithful performance of the
duties of the office of the Treasurer and for the restoration to the
Corporation, in case of his or her 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 or her control belonging to the
Corporation.

          Section 9.  Assistant Secretaries.  Except as may be otherwise
provided in these By-laws, Assistant Secretaries, if there be any, shall
perform such duties and have such powers as from time to time may be assigned
to them by the Board of Directors, the President, any Vice President, if there
be one, or the Secretary, and in the absence of the Secretary or in the event
of his or her disability or refusal to act, shall perform the duties of the
Secretary, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the Secretary.

          Section 10.  Assistant Treasurers.  Assistant Treasurers, if there
be any, shall perform such duties and have such powers as from time to time
may be assigned to them by the Board of Directors, the President, any Vice
President, if there be one, or the Treasurer, and in the absence of the
Treasurer or in the event of his or her disability or refusal to act, shall
perform the duties of the Treasurer, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the Treasurer.  If
required by the Board of Directors, an Assistant Treasurer shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of the office of Assistant Secretary 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 or her possession or under his or her control belonging to the
Corporation. 

          Section 11.  Other Officers.  Such other officers as the Board of
Directors may choose shall perform such duties and have such powers as from
time to time may be assigned to them by the Board of Directors.  The Board of
Directors may delegate to any other officer of the Corporation the power to
choose such other officers and to prescribe their respective duties and
powers.


                                 ARTICLE V

                                COMMITTEES

          Section 1.  Executive.  The Board of Directors may, by resolution
passed by a majority of the entire Board of Directors, designate an Executive
Committee of the Board of Directors.  The Executive Committee shall consist of
not less than three members of the Board, one of whom shall be the Chairman of
the Board.  One member shall be designated as chairman by the Board.  During
the intervals between meetings of the Board of Directors and subject to such
limitations as provided by law or by resolution of the Board, the Committee
shall possess and may exercise all powers and authority of the Board of
Directors in the management and direction of the affairs of the Corporation as
shall be permitted by applicable law.  The Committee shall keep minutes of its
proceedings, and all action by the Committee shall be reported at the next
meeting of the Board of Directors.

          Section 2.  Audit Committee.  The Board of Directors may, by
resolution passed by a majority of the entire Board of Directors, designate an
Audit Committee of the Board of Directors.  The Audit Committee shall consist
of one or more members of the Board, none of whom shall be an officer of the
Corporation or any of its subsidiaries.  One member shall be designated as
chairman by the Board.  The Committee shall recommend to the Board the
conditions, compensation and term of appointment of independent certified
public accountants for the auditing of the books and accounts of the
Corporation and its subsidiaries.  From time to time, as considered necessary
and desirable, the Committee shall confer with such accountants for the
exchanging of views relating to the scope and results of the auditing books
and accounts of the Corporation and its subsidiaries and shall provide to the
Board such assistance as may be required with respect to the corporate and
reporting practices of the Corporation.  The Committee shall perform such
other duties as the Board may prescribe.

          Section 3.  Compensation Committee.  The Board of Directors may,
by resolution passed by a majority of the entire Board of Directors, designate
a Compensation Committee of the Board of Directors.  The Compensation
Committee shall consist of one or more members of the Board, none of whom
shall be an officer of the Corporation or any of its subsidiaries.  No person
may be a member of this Committee who is, or within one year prior to his
appointment to the Committee was, eligible for selection as a person to whom
stock (or other "equity securities," as defined for purposes of Section 16(b)
of Exchange Act) may be allocated or to whom stock options or stock
appreciation rights may be granted pursuant to any such plan of the Company or
its "affiliates" (as defined for purposes of Section 16(b) of the Exchange
Act) entitling the participants therein to acquire stock, stock options or
stock appreciation rights (or other equity securities) of the issuer or any of
its affiliates (other than any plan which is treated as a "formula plan" under
Section 16(b) of the Exchange Act).  Further, no person may be a member of
this Committee except individuals who are "outside directors" within the
meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended. 
One member shall be designated as chairman by the Board.  The Committee shall
determine the nature and amount of compensation of all senior officers of the
Corporation.  As may be prescribed by the Board of Directors, the Committee
shall administer any stock option or other long term incentive plan of the
Corporation and perform other prescribed duties.

          Section 4.  Nominating Committee.  The Board of Directors may, by
resolution passed by a majority of the entire Board of Directors, designate a
Nominating Committee of the Board of Directors.  The Nominating Committee
shall consist of one or more members of the Board. One member shall be
designated as chairman by the Board.  The Committee shall recommend to the
Board nominees for election as directors, and shall perform such other duties
as the Board may prescribe.


                                ARTICLE VI

                                   STOCK

          Section 1.  Form of Certificates.  Every holder of stock in the
Corporation shall be entitled to have a certificate signed, in the name of the
Corporation (i) by the Chairman of the Board of Directors, the President or a
Vice President and (ii) by the Treasurer or an Assistant Treasurer, or the
Secretary or an Assistant Secretary of the Corporation, certifying the number
of shares owned by such stockholder in the Corporation.

          Section 2.  Signatures.  When a certificate is countersigned by
(i) a transfer agent other than the Corporation or its employees, or (ii) a
registrar other than the Corporation or its employees, any other signature on
a certificate may be a facsimile.  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, it may be issued by the Corporation with
the same effect as if he were such officer, transfer agent or registrar at the
date of issue.

          Section 3.  Lost Certificates.  The Board of Directors may direct
a new certificate to be issued in place of any certificate theretofore issued
by the Corporation alleged to have been lost, stolen or destroyed, upon the
making of an affidavit of that fact by the person claiming the certificate of
stock to be lost, stolen or destroyed.  When authorizing such issue of a new
certificate, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate, or his legal representative, to advertise the same in
such manner as the Board of Directors shall require and/or to give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation with respect to the certificate
alleged to have been lost, stolen or destroyed. 

          Section 4.  Transfers.  Stock of the Corporation shall be
transferable in the manner prescribed by law and in these By-laws.  Transfers
of stock shall be made on the books of the Corporation only by the person
named in the certificate or by his attorney lawfully constituted in writing
and upon the surrender of the certificate therefor, which shall be cancelled
before a new certificate shall be issued.

          Section 5.  Record Date.  In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or entitled to express consent to
corporate action in writing without a meeting, 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 change, conversion or exchange of
stock, or for the purpose of any other lawful action, the Board of Directors
may fix, in advance, a record date, which shall not be more than 60 days nor
less than 10 days before the date of such meeting, nor more than 60 days prior
to any other action.  A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.

          Section 6.  Beneficial Owners.  The Corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and shall not
be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise required by law.


                                ARTICLE VII

                                  NOTICES

          Section 1.  Notices.  Whenever written notice is required by law,
the Certificate of Incorporation or these By-laws, to be given to any
director, member of a committee or stockholder, such notice may be given by
mail, addressed to such director, member of a committee or stockholder, at
such person's address as it appears on the records of the Corporation, with
postage thereon prepaid, and such notice shall be deemed to be given at the
time when the same shall be deposited in the United States mail.  Written
notice may also be given personally or by telegram, telex, cable or confirmed
facsimile.

          Section 2.  Waivers of Notice.  Whenever any notice is required by
law, the Certificate of Incorporation or these By-laws, to be given to any
director, member of a committee or stockholder, 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 thereto.


                               ARTICLE VIII

                            GENERAL PROVISIONS

          Section 1.  Dividends.  Dividends upon the capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, and may be paid in cash, in property, or in shares of capital stock. 
Before payment of any dividend, there may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the Board of Directors
from time to time, in its absolute discretion, deems proper as a reserve or
reserves to meet contingencies, or for equalizing dividends, or for repairing
or maintaining any property of the Corporation, or for any proper purpose, and
the Board of Directors may modify or abolish any such reserve.

          Section 2.  Disbursements.  All checks or demands for money and
notes of the Corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time to time
designate.

          Section 3.  Fiscal Year.  The fiscal year of the Corporation shall
be fixed by resolution of the Board of Directors.

          Section 4.  Corporate Seal.  The corporate seal shall have
inscribed thereon the name of the Corporation, the year of its organization
and the words "Corporate Seal, Delaware".  The seal may be used by causing it
or a facsimile thereof to be impressed or affixed or reproduced or otherwise.


                                ARTICLE IX

                                AMENDMENTS

          Section 1.  These By-laws may be altered, amended or repealed, in
whole or in part, or new By-laws may be adopted by the stockholders or by the
Board of Directors, provided, however, that notice of such alteration,
amendment, repeal or adoption of new By-laws be contained in the notice of
such meeting of stockholders or Board of Directors as the case may be.  All
such amendments must be approved by either the holders of a majority of the
outstanding capital stock entitled to vote thereon or by a majority of the
entire Board of Directors then in office.

          Section 2.  Entire Board of Directors.  As used in this Article IX
and in these By-laws generally, the term "entire Board of Directors" means the
total number of directors which the Corporation would have if there were no
vacancies.