BYLAWS
                                     OF
                         BAKER HUGHES INCORPORATED
























                                 As Amended
                              October 28, 1998













                              Table of Contents


                                                                   Page No.

ARTICLE I - Offices  1

  Section 1.  Registered Office                                        1
  Section 2.  Other Offices                                            1

ARTICLE II - Meetings of Stockholders                                  1

  Section 1.  Place of Meetings                                        1
  Section 2.  Annual Meeting of Stockholders                           1
  Section 3.  Quorum; Adjourned Meetings and Notice Thereof            1
  Section 4.  Voting                                                   2
  Section 5.  Proxies                                                  2
  Section 6.  Special Meetings                                         2
  Section 7.  Notice of Stockholders' Meetings                         2
  Section 8.  Waiver of Notice                                         2
  Section 9.	  Maintenance and Inspection of Stockholder List           3
  Section 10.	 Stockholder Action by Written Consent Without a 
                Meeting                                                3
  Section 11. Inspectors of Election                                   3
  Section 12. Procedure for Stockholders' Meetings                     4
  Section 13. Order of Business                                        4
  Section 14.	 Procedures for Bringing Business before an Annual
                Meeting                                                4
  Section 15. Procedures for Nominating Directors                      5

ARTICLE III - Directors                                                5

  Section 1.  Number and Qualification of Directors                    5
  Section 2.  Election and Term of Office                              6
  Section 3.  Resignation and Removal of Directors                     6
  Section 4.  Vacancies                                                7
  Section 5.  Powers                                                   7
  Section 6.  Place of Directors' Meetings                             7
  Section 7.  Regular Meetings                                         7
  Section 8.  Special Meetings                                         7
  Section 9.  Quorum                                                   8
  Section 10. Action Without Meeting                                   8
  Section 11. Telephonic Meetings                                      8
  Section 12. Meetings and Action of Committees                        8
  Section 13. Special Meetings of Committees                           9
  Section 14. Minutes of Committee Meetings                            9
  Section 15. Compensation of Directors                                9
  Section 16. Indemnification                                          9





                                    -i-






ARTICLE IV - Officers                                                 11

  Section 1.  Officers                                                11
  Section 2.  Election of Officers                                    11
  Section 3.  Subordinate Officers                                    11
  Section 4.  Removal and Resignation of Officers                     12
  Section 5.  Vacancies in Offices                                    12
  Section 6.  Chairman of the Board                                   12
  Section 7.  Vice Chairman of the Board                              12
  Section 8.  President                                               12
  Section 9.  Vice Presidents                                         12
  Section 10. Secretary                                               12
  Section 11. Chief Financial Officer                                 13
  Section 12. Treasurer and Controller                                13

ARTICLE V - Certificate of Stock                                      13

  Section 1.  Certificates                                            13
  Section 2.  Signatures on Certificates                              13
  Section 3.  Statement of Stock Rights, Preferences, 	Privileges      14
  Section 4.  Lost Certificates                                       14
  Section 5.  Transfers of Stock                                      14
  Section 6.  Fixing Record Date                                      14
  Section 7.  Registered Stockholders                                 15

ARTICLE VI - General Provisions - Dividends                           15

  Section 1.  Dividends                                               15
  Section 2.  Payment of Dividends; Directors' Duties                 15
  Section 3.  Checks                                                  15
  Section 4.  Corporate Contracts and Instruments                     15
  Section 5.  Fiscal Year                                             15
  Section 6.  Manner of Giving Notice                                 16
  Section 7.  Waiver of Notice                                        16
  Section 8.  Annual Statement                                        16

ARTICLE VII - Amendments                                              16

  Section 1.  Amendment by Directors                                  16
  Section 2.  Amendment by Stockholders                               17













                                    -ii-



                                   BYLAWS
                                     OF
                         BAKER HUGHES INCORPORATED

                                 ARTICLE I

                                  Offices


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

    Section 2.  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

                         Meetings of Stockholders

    Section 1.  All meetings of the stockholders shall be held at such 
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.

    Section 2.  An annual meeting of stockholders shall be held on the 
fourth Wednesday in January in each year, if not a legal holiday, and if a 
legal holiday, then on the next business day following, at 2:00 p.m. or at 
such other date and time as may be determined from time to time by 
resolution adopted by the Board of Directors, for the purpose of electing, 
subject to Article III, Section 17 hereof, one class of the directors of 
the Corporation, and transacting such other business as may properly be 
brought before the meeting.

    Section 3.  A majority of the stock issued and outstanding and entitled 
to vote at any meeting of stockholders, the holders of which are present in 
person or represented by proxy, without regard to class or series, shall 
constitute a quorum for the transaction of business except as otherwise 
provided by law, by the Certificate of Incorporation, or by these Bylaws.  
A quorum, once established, shall not be broken by the withdrawal of enough 
votes to leave less than a quorum and the votes present may continue to 
transact business until adjournment provided that any action taken (other 
than adjournment) is approved by at least a majority of the shares required 
to constitute a quorum.  If, however, such quorum shall not be present or 
represented at any meeting of the stockholders, a majority of the voting 
stock represented in person or by proxy may 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 (30) 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 thereat.






    Section 4.  When a quorum is present at any meeting, the vote of the 
holders of a majority of the stock having voting power present in person or 
represented by proxy shall decide any question brought before such meeting, 
unless the question is one upon which by express provision of the statutes 
or the Certificate of Incorporation or these Bylaws, a different vote is 
required in which case such express provision shall govern and control the 
decision of such question.

    Section 5.  At each meeting of the stockholders, each stockholder 
having the right to vote may vote in person or may authorize another person 
or persons to act for him by proxy appointed by an instrument in writing 
subscribed by such stockholder and bearing a date not more than three years 
prior to said meeting, unless said instrument provides for a longer period.  
All proxies must be filed with the Secretary of the Corporation at the 
beginning of each meeting in order to be counted in any vote at the 
meeting.  A proxy shall be deemed signed if the stockholder's name is 
placed on the proxy (whether by manual signature, telegraphic transmission 
or otherwise) by the stockholder or the stockholder's attorney in fact.  
Each stockholder shall have one vote for each share of stock having voting 
power, registered in his name on the books of the Corporation on the record 
date set by the Board of Directors as provided in Article V, Section 6 
hereof.

    Section 6.  Special meetings of the stockholders, for any purpose, or 
purposes, unless otherwise prescribed by statute or by the Certificate of 
Incorporation, may be called at any time by the Board of Directors or by a 
committee of the Board of Directors which has been duly designated by the 
Board of Directors and whose powers and authority, as provided in a 
resolution of the Board of Directors or in these Bylaws, include the power 
to call such meetings.  Special meetings of stockholders of the Corporation 
may not be called by any other person or persons.  Business transacted at 
any special meeting of stockholders shall be limited to the purposes stated 
in the notice.

    Section 7.  Any notice requested to be given to stockholders by 
statute, the Certificate of Incorporation or these Bylaws, including notice 
of any meeting of stockholders, shall be given personally, by first-class 
mail or by telegraphic communication, charges prepaid, addressed to the 
stockholder at the address of such stockholder appearing on the books of 
the Corporation or given by the stockholder to the Corporation for the 
purpose of notice.  If no such address appears on the Corporation's books 
or has been so given, notice shall be deemed to have been given if sent by 
first-class mail or telegraphic communication to the Corporation's 
principal executive office, or if published at least once in a newspaper of 
general circulation in the county where such principal executive office is 
located.  Notice shall be deemed to have been given at the time when 
delivered personally or deposited in the mail or sent by telegram.

    If any notice addressed to a stockholder at the address of such 
stockholder appearing on the books of a Corporation is returned to the 
Corporation by the United States Postal Service marked to indicate that the 
United States Postal Service is unable to deliver the notice to the 
stockholder at such address, all further notices shall be deemed to have 
been duly given without further mailing if the same shall be available to 
the stockholder upon written demand of the stockholder at the principal 
executive office of the Corporation for a period of one year from the date 
of the giving of such notice.

    Section 8.  Attendance of a person at a meeting shall constitute a 
waiver of notice to such person of such meeting, except when the person 
objects at the beginning of the meeting to the transaction of any business 
because the meeting is not lawfully called or convened, or objects to the 
consideration of matters not included in the notice of the meeting.

    Section 9.  The officer or agent who has charge of the stock ledger of 
the Corporation shall prepare and make, at least ten days before every 
meeting of stockholders, a complete list of the stockholders entitled to 
vote at the meeting, arranged in alphabetical order, and showing the 
address of each stockholder and the number of shares registered in the name 
of each stockholder.  Such list shall be open to the examination of any 
stockholder, for any purpose germane to the meeting, during ordinary 
business hours, for a period of at least ten days prior to the meeting, 
either at a place within the city where their 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 open at the time and place of the meeting during 
the whole time thereof, and may be inspected by any stockholder who is 
present.  The stock ledger of the Corporation shall be the only evidence as 
to who are the stockholders entitled to examine such list or to vote at any 
meetings of stockholders.

    Section 10.  No action shall be taken by stockholders except at an 
annual or special meeting of stockholders, and stockholders may not act by 
written consent.

    Section 11.  Before any meeting of stockholders, the Board of Directors 
may appoint any persons other than nominees for office to act as inspectors 
of election at the meeting or its adjournment.  If no inspectors of 
election are so appointed, the chairman of the meeting may, and on the 
request of any stockholder or a stockholder's proxy shall, appoint 
inspectors of election at the meeting.  The number of inspectors shall be 
either one or three.  If inspectors are appointed at a meeting on the 
request of one or more stockholders or proxies, the holders of a majority 
of shares or their proxies present at the meeting shall determine whether 
one or three inspectors are to be appointed.  If any person appointed as 
inspector fails to appear or fails or refuses to act, the chairman of the 
meeting may, and upon the request of any stockholder or a stockholder's 
proxy shall, appoint a person to fill such vacancy.

    The duties of these inspectors shall be as follows:

        (a) Determine the number of shares outstanding and the voting
    power of each, the shares represented at the meeting, the 
    existence of a quorum, and the authenticity, validity and effect
    of proxies;

        (b) Receive votes or ballots;

        (c) Hear and determine all challenges and questions in any way
    arising in connection with the right to vote;

        (d) Count and tabulate all votes;

        (e) Determine when the polls shall close;

        (f) Determine the results; and

        (g) Do any other acts that may be proper to conduct the
    election or vote with fairness to all stockholders.

    Section 12.  Meetings of the stockholders shall be presided over by the 
Chairman of the Board of Directors, or in his absence, by the Vice 
Chairman, the President or by any Vice President, or, in the absence of any 
of such officers, by a chairman to be chosen by a majority of the 
stockholders entitled to vote at the meeting who are present in person or 
by proxy.  The Secretary, or, in his absence, any person appointed by the 
chairman, shall act as secretary of all meetings of the stockholders.

    Section 13.  The order of business at all meetings of stockholders 
shall be as determined by the chairman of the meeting.

    Section 14.  Notwithstanding anything in these Bylaws to the contrary, 
no business shall be conducted at an annual meeting of the stockholders 
except in accordance with the procedures hereinafter set forth in this 
Section 14; provided, however, that nothing in this Section 14 shall be 
deemed to preclude discussion by any stockholder of any business properly 
brought before the annual meeting in accordance with said procedures.

    At an annual meeting of the stockholders, only such business shall be 
conducted as shall have been properly brought before the meeting.  To be 
properly brought before an annual meeting, business must be (1) specified 
in the notice of meeting (or any supplement thereto) given by or at the 
direction of the Board, (2) otherwise properly brought before the meeting 
by or at the direction of the Board, or (3) otherwise properly brought 
before the meeting by a stockholder.  In addition to any other applicable 
requirements, 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 delivered to or mailed and received at the principal 
executive offices of the Corporation not less than one hundred twenty (120) 
days in advance of the first annual anniversary of the date of the 
Corporation's proxy statement released to stockholders in connection with 
the previous year's annual meeting of stockholders, except that if no 
annual meeting was held in the previous year or the date of the annual 
meeting has been changed by more than thirty (30) calendar days from the 
date contemplated at the time of the previous year's proxy statement, 
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 was made.  Any adjournment(s) or postponement(s) of the original 
meeting whereby the meeting will reconvene within 30 days from the original 
date shall be deemed for purposes of notice to be a continuation of the 
original meeting and no business may be brought before any such reconvened 
meeting unless timely notice of such business was given to the Secretary of 
the Corporation for the meeting as originally scheduled.  A stockholder's 
notice to the Secretary shall set forth as to each matter the stockholder 
proposes to bring before the annual meeting (i) a brief description of the 
business desired to be brought before the annual meeting and their reasons 
for conducting such business at the annual meeting, (ii) the name and 
record address of the stockholder proposing such business, (iii) the class 
and number of shares of the Corporation which are beneficially owned by the 
stockholders, and (iv) any material interest of the stockholder in such 
business.

    The Chairman of an annual meeting shall, if the facts warrant, 
determine and declare to the meeting that business was not properly brought 
before the meeting in accordance with the provisions of this Section 14, 
and if he should so determine, he shall so declare to the meeting and any 
such business not properly brought before the meeting shall not be 
transacted.

    Section 15.  Notwithstanding anything in these Bylaws to the contrary, 
only persons who are nominated in accordance with the procedures 
hereinafter set forth in this Section 15 shall be eligible for election as 
directors of the Corporation.

    Nominations of persons for election to the Board of Directors of the 
Corporation may be made at a meeting of stockholders only (1) by or at the 
direction of the Board of Directors or (2) by any stockholder of the 
Corporation entitled to vote for the election of directors at the meeting 
who complies with the notice procedures set forth in this Section 15.  Such 
nominations, other than 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.  To be timely, a stockholder's notice shall 
be delivered to or mailed and received at the principal executive offices 
of the Corporation not less than 120 days, nor more than 150 days, in 
advance of the first annual anniversary of the date of the Corporation's 
proxy statement released to stockholders in connection with the previous 
year's annual meeting of stockholders, except that if no annual meeting was 
held in the previous year or the date of the annual meeting has been 
changed by more than 30 calendar days from the date contemplated at the 
time of the previous year's proxy statement, notice by the stockholder to 
be timely must be so received not later than the close of business on the 
tenth day following the day on which such notice of the date of the annual 
meeting was mailed or such public disclosure was made.  Any adjournment(s) 
or postponement(s) of the original meeting whereby the meeting will 
reconvene within thirty (30) days from the original date shall be deemed 
for purposes of notice to be a continuation of the original meeting and no 
nominations by a shareholder of persons to be elected directors of the 
Corporation may be made at any such reconvened meeting other than pursuant 
to a notice that was timely for the meeting on the date originally 
scheduled.  Such stockholder's notice shall set forth:  (i) as to each 
person whom the stockholder proposes to nominate for election or re-
election as a director, all information relating to such person that is 
required to be disclosed in solicitations of proxies for election of 
directors, or is otherwise required, in each case pursuant to Regulation 
14A under the Securities Exchange Act of 1934, as amended, or any successor 
regulation thereto (including such person's written consent to being named 
in the proxy statement as a nominee and to serving as a director if 
elected); and (ii) as to the stockholder giving notice (A) the name and 
address, as they appear on the Corporation's books, of such stockholder, 
and (B) the class and number of shares of the Corporation which are 
beneficially owned by such stockholder.  At the request of the Board of 
Directors, any person nominated by the Board of Directors for election as a 
director shall furnish to the Secretary of the Corporation that information 
required to be set forth in a stockholder's notice of nomination which 
pertains to the nominee.

    The Chairman of the meeting shall, if the facts warrant, determine and 
declare to the meeting that a nomination was not made in accordance with 
the procedures prescribed by this Section 15, and if he should so 
determine, he shall so declare to the meeting and the defective nomination 
shall be disregarded.

                                ARTICLE III

                                 Directors

    Section 1.  The Board of Directors shall consist of a minimum of twelve 
(12) and a maximum of sixteen (16) directors.  The number of directors 
shall be fixed from time to time within the minimum and the maximum number 
established by the then elected Board of Directors. The number of directors 
until changed by the Board shall be sixteen (16).  The maximum number of 
directors may not be increased by the Board of Directors to exceed sixteen 
without the affirmative vote of 75% of the members of the entire Board.  
The directors need not be stockholders.  No officer of the Corporation may 
serve on a board of directors of any company having a present or retired 
employee on the Corporation's Board of Directors.  No person may stand for 
election as a director if within the previous one (1) year he has resigned 
from the Board as a result of the tenure provisions of Article III, Section 
3 hereof regarding service for more than ten (10), eleven (11) or twelve 
(12) consecutive years on the Board.  No person associated with an 
organization whose services are contracted by the Corporation shall serve 
on the Corporation's Board of Directors; provided, however, that this 
prohibition may be waived by a majority of the members of the whole Board 
if the Board in its judgment determines that such waiver would be in the 
best interest of the Corporation.

    Section 2.  The Board of Directors shall be divided into three classes, 
Class I, Class II and Class III.  The number of directors in each class 
shall be the whole number contained in the quotient arrived at by dividing 
the authorized number of directors by three, and if a fraction is also 
contained in such quotient then if such fraction is one-third (1/3), the 
extra director shall be a member of Class III, and if the fraction is two-
thirds (2/3), one of the extra directors shall be a member of Class III and 
the other a member of Class II.  Each director shall serve for a term 
ending on the date of the third annual meeting following the annual meeting 
at which such director was elected; provided, however, that the directors 
initially appointed to Class I shall serve for a term ending on the date of 
the first annual meeting next following September 30, 1988, the directors 
initially appointed to Class II shall serve for a term ending on the date 
of the second annual meeting next following September 30, 1988, and the 
directors initially appointed to Class III shall serve for a term ending on 
the date of the third annual meeting next following September 30, 1988.  
One class of the directors shall be elected at each annual meeting of the 
stockholders.  If any such annual meeting is not held or the directors are 
not elected thereat, the directors may be elected at any special meeting of 
stockholders held for that purpose.  All directors shall hold office until 
their respective successors are elected and qualified or until their 
earlier death, resignation or removal.

    Section 3.  Directors who are employees of the Corporation must resign 
from the Board of Directors at the time of any diminution in their duties 
or responsibilities as an officer, at the time they leave the employ of the 
Corporation for any reason or on their 70th birthday.  A director's term of 
office shall automatically terminate on the date of the annual meeting of 
stockholders following: (i) his seventieth (70th) birthday; (ii) the third 
anniversary of his retirement from his principal occupation; (iii) unless 
he is an officer of the Corporation, the date on which he has served on the 
Corporation's Board of Directors a total of ten (10) complete years; (iv) 
any fiscal year in which he has failed to attend at least sixty-six percent 
(66%) of the meetings of the Board of Directors and any committees of the 
Board of Directors on which such director serves; or (v) the first 
anniversary of any change in his employment (other than a promotion or 
lateral movement within the same organization).  The above requirements of 
Section 3 of Article III may be waived by a majority of the members of the 
whole Board (excluding the director whose resignation would otherwise be 
required) if the Board in its judgment determines that such waiver would be 
in the best interest of the Corporation.  Any director may be removed for 
cause by the holders of a majority of the shares of the Corporation 
entitled to vote in the election of directors; stockholders may not remove 
any director without cause.  The Board of Directors may not remove any 
director for or without cause, and no recommendation by the Board of 
Directors that a director be removed for cause may be made to the 
stockholders except by the affirmative vote of not less than seventy-five 
percent (75%) of the members of the whole Board; provided that the Board 
may remove any director who fails to resign as required by the provisions 
of these Bylaws.

    Section 4.  Except as otherwise provided by statute or the Certificate 
of Incorporation, in the case of any increase in the number of directors, 
such additional director or directors shall be proposed for election to 
terms of office that will most nearly result in each class of directors 
containing one-third (1/3) of the entire number of members of the whole 
Board, and, unless such position is to be filled by a vote of the 
stockholders at an annual or special meeting, shall be elected by a 
majority vote of the directors in such class or classes, voting separately 
by class.  In the case of any vacancy in the Board of Directors, however 
created, the vacancy or vacancies shall be filled by majority vote of the 
directors remaining in the class in which the vacancy occurs or, if only 
one such director remains, by such director.  In the event one or more 
directors shall resign, effective at a future date, such vacancy or 
vacancies shall be filled as provided herein.  Directors so chosen or 
elected shall hold office for the remaining term of the directorship to 
which appointed.  Any director elected or chosen as provided herein shall 
serve for the unexpired term of office or until his successor is elected 
and qualified or until his earlier death, resignation or removal.

    In the event of any decrease in the authorized number of directors, (a) 
each director then serving as such shall nevertheless continue as a 
director of the class of which he is a member until the expiration of this 
current term, or his prior death, resignation or removal, and (b) the newly 
eliminated directorships resulting from such decrease shall be apportioned 
by the Board of Directors to such class or classes as shall, so far as 
possible, bring the number of directors in the respective classes into 
conformity with the formula in Section 2 hereof as applied to the newly 
authorized number of directors.

    Section 5.  The property and business of the Corporation shall be 
managed by or under the direction of its Board of Directors.  In addition 
to the powers and authorities by these Bylaws expressly conferred upon 
them, the Board may exercise all such powers of the Corporation and do all 
such lawful acts and things as are not by statute, by the Certificate of 
Incorporation or by these Bylaws directed or required to be exercised or 
done by the stockholders.

                     Meetings of the Board of Directors

    Section 6.  The directors may hold their meetings and have one or more 
offices, and keep the books of the Corporation outside the State of 
Delaware.

    Section 7.  Regular meetings of the Board of Directors may be held 
without notice at such time and place as shall from time to time be 
determined by the Board.  Except as otherwise provided by statute, any 
business may be transacted at any regular meeting of the Board of 
Directors.

    Section 8.  Special meetings of the Board of Directors may be called by 
the Chairman of the Board, the Vice Chairman or the President on at least 
twenty-four hours' notice, or such shorter period as the person calling 
deems appropriate, to each director.  Special meetings shall be called by 
the President or the Secretary in like manner and on like notice on the 
written request of any two directors unless the Board consists of only one 
director, in which case special meetings shall be called by the President 
or Secretary in like manner and on like notice on the written request of 
the sole director.

    Section 9.  At all meetings of the Board of Directors a majority of the 
authorized number of directors shall be necessary and sufficient to 
constitute a quorum for the transaction of business, and the vote 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 statute, by the Certificate of 
Incorporation or by these Bylaws.  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.  If only one 
director is authorized, such sole director shall constitute a quorum.  A 
meeting at which a quorum is initially present may continue to transact 
business notwithstanding the withdrawal of directors, if any action is 
approved by at least a majority of the required quorum for such meeting.

    Section 10.  Unless otherwise restricted by statute, 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 11.  Unless otherwise restricted by the Certificate of 
Incorporation or these Bylaws, members of the Board of Directors, or 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 a meeting can hear each other, and such participation in a 
meeting shall constitute presence in person at such meeting.

                          Committees of Directors

    Section 12.  The Board of Directors may, by resolution passed by a 
majority of the whole Board, designate one or more committees, each such 
committee to consist of one or more of the directors of the Corporation.  
The Board may designate one or more directors as alternate members of any 
committee, who may replace any absent or disqualified member at any meeting 
of the committee.  If no alternate members have been appointed, the 
committee 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 the Board of Directors to act at 
the meeting in the place of any absent or disqualified member.  The Board 
of Directors shall, by resolution passed by a majority of the whole Board, 
designate one member of each committee as chairman of such committee.  Each 
such chairman shall hold such office for a period not in excess of five 
years, and shall upon surrender of such chairmanship resign from membership 
on such committee.  Any such committee, to the extent provided in the 
resolution of the Board of Directors, 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, but no such committee shall have 
the power or authority to authorize an amendment to the Certificate of 
Incorporation (except that a committee may, to the extent authorized in the 
resolution or resolutions providing for the issuance of shares of stock 
adopted by the Board of Directors, fix the designations and any of the 
preferences or rights of such shares relating to dividends, redemption, 
dissolution, any distribution of assets of the Corporation or the 
conversion into, or the exchange of such shares for, shares of any other 
class or classes or any other series of the same or any other class or 
classes of stock of the Corporation, or fix the number or shares of any 
series of stock or authorize the increase or decrease of the shares of any 
series), adopt an agreement of merger or consolidation, recommend to the 
stockholders the sale, lease or exchange of all or substantially all of the 
Corporation's property and assets, recommend to the stockholders a 
dissolution of the Corporation or a revocation of a dissolution, or amend 
the Bylaws of the Corporation; and, unless the resolution or the 
Certificate of Incorporation expressly so provide, no such committee shall 
have the power or authority to declare a dividend, to authorize the 
issuance of stock or to adopt a certificate of ownership and merger.

    Section 13.  Special meetings of committees may be called by the 
Chairman of such committee, the Chairman of the Board or the President, on 
at least forty-eight (48) hours notice to each member and alternate member.  
Alternate members shall have the right to attend all meetings of the 
committee.  The Board of Directors may adopt rules of the government of any 
committee not inconsistent with the provisions of these Bylaws.  If a 
committee is comprised of an odd number of members, a quorum shall consist 
of a majority of that number.  If the committee is comprised of an even 
number of members, a quorum shall consist of one-half (1/2) of that number.  
If a committee is comprised of two members, a quorum shall consist of both 
members.

    Section 14.  Each Committee shall keep regular minutes of its meetings 
and report the same to the Board of Directors when requested.

Compensation of Directors

    Section 15.  Unless otherwise restricted by the Certificate of 
Incorporation or these Bylaws, the Board of Directors shall have the 
authority to fix the compensation of directors.  The directors may be paid 
their expenses, if any, of attendance at each meeting of the Board of 
Directors and may be paid a fixed sum for attendance at each meeting of the 
Board of Directors or a stated salary as 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.

Indemnification

    Section 16.  (a)  The Corporation shall indemnify every person who is 
or was a party or is or was 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 or employee of the Corporation or any of its direct 
or indirect wholly-owned subsidiaries or, while a director, officer or 
employee of the Corporation or any of its direct or indirect wholly-owned 
subsidiaries, is or was serving at the request of the Corporation or any of 
its direct or indirect wholly-owned subsidiaries, as a director, officer or 
employee, of another corporation, partnership, joint venture, trust, 
employee benefit plan or other enterprise, against expenses (including 
counsel fees), judgments, fines, and amounts paid in settlement actually 
and reasonably incurred by him in connection with such action, suit or 
proceeding, to the full extent permitted by applicable law; provided that 
the Corporation shall not be obligated to indemnify any such person against 
any such action, suit or proceeding which is brought by such person against 
the Corporation or any of its direct or indirect wholly-owned subsidiaries 
or the directors of the Corporation or any of its direct or indirect 
wholly-owned subsidiaries, other than an action brought by such person to 
enforce his rights to indemnification hereunder, unless a majority of the 
Board of Directors of the Corporation shall have previously approved the 
bringing of such action, suit or proceeding, and provided further that the 
Corporation shall not be obligated to indemnify any such person against any 
action, suit or proceeding arising out of any adjudicated criminal, 
dishonest or fraudulent acts, errors or omissions of such person or any 
adjudicated willful, intentional or malicious acts, errors or omissions of 
such person.

    (b)  The Corporation shall indemnify every person who is or was a party 
or is or was threatened to be made a party to any threatened, pending or 
completed action, suit, or proceeding, whether civil, criminal, 
administrative or investigative, by reason of the fact that he is or was 
licensed to practice law and an employee (including an employee who is or 
was an officer) of the Corporation or any of its direct or indirect wholly-
owned subsidiaries and, while acting in the course of such employment 
committed or is alleged to have committed any negligent acts, errors or 
omissions in rendering professional legal services at the request of the 
Corporation or pursuant to his employment (including, without limitation, 
rendering written or oral legal opinions to third parties) against expenses 
(including counsel fees), judgments, fines, and amounts paid in settlement 
actually and reasonably incurred by him in connection with such action, 
suit or proceeding, to the full extent permitted by applicable law; 
provided that the Corporation shall not be obligated to indemnify any such 
person against any action, suit or proceeding arising out of any 
adjudicated criminal, dishonest or fraudulent acts, errors or omissions of 
such person or any adjudicated willful, intentional or malicious acts, 
errors or omissions of such person.

    (c)  The Corporation shall indemnify every 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, 
or employee of the Corporation, or any of its direct or indirect wholly-
owned subsidiaries or, while a director, officer, or employee of the 
Corporation or any of its direct or indirect wholly-owned subsidiaries, is 
or was serving at the request of the Corporation or any of its direct or 
indirect wholly-owned subsidiaries, as a director, officer, or employee of 
another corporation, partnership, joint venture, trust, employee benefit 
plan, 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 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.

    (d)  To the extent that a director, officer, or employee of the 
Corporation, or any of its direct or indirect wholly-owned subsidiaries, 
has been successful on the merits or otherwise in defense of any action, 
suit or proceeding referred to in subsections (a), (b) and (c) of this 
section, 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.

    (e)  Any indemnification under subsections (a), (b) and (c) of this 
section (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, or employee is proper in the 
circumstances because he has met the applicable standard of conduct set 
forth in subsections (a), (b) and (c) of this section.  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.

    (f)  Expenses (including attorneys' fees) incurred by an officer or 
director of the Corporation or any of its direct or indirect wholly-owned 
subsidiaries in defending a civil, criminal, administrative or 
investigative action, suit or proceeding shall be paid by the Corporation 
in advance of the final disposition of such action, suit or proceeding upon 
receipt of an undertaking by or on behalf of such director or officer to 
repay such amount if it shall ultimately be determined that he is not 
entitled to be indemnified by the Corporation as authorized in this Section 
16.  Such expenses incurred by other employees and agents may be so paid 
upon such terms and conditions, if any, as the Board of Directors deems 
appropriate.

    (g)  The indemnification and advancement of expenses provided by, or 
granted pursuant to, this Section 16 shall not be deemed exclusive of any 
other rights to which those seeking indemnification or advancement of 
expenses may be entitled under any provision of law, the Corporation's 
Certificate of Incorporation, the Certificate of Incorporation or Bylaws or 
other governing documents of any direct or indirect wholly-owned subsidiary 
of the Corporation, or any 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 any of the positions or having 
any of the relationships referred to in this Section 16.

    (h)  The indemnification and advancement of expenses provided by, or 
granted pursuant to, this Section 16 shall, unless otherwise provided when 
authorized or ratified, continue as to a person who has ceased to be a 
director, officer or employee and shall inure to the benefit of the heirs, 
executors and administrators of such a person.

                                 ARTICLE IV

                                  Officers

    Section 1.  The officers of the Corporation shall be a Chairman of the 
Board, a Vice Chairman of the Board, a President, a Chief Financial 
Officer, a Vice President, a Secretary, a Treasurer and a Controller.  The 
Corporation may also have, at the discretion of the Board of Directors, one 
or more additional Vice Presidents, and such other officers as may be 
appointed in accordance with the provisions of Section 3 of this Article.

    Section 2.  The officers of the Corporation, except such officers as 
may be appointed in accordance with the provisions of Section 3 or Section 
5 of this Article, shall be chosen by the Board of Directors, and each 
shall serve at the pleasure of the Board, subject to the rights, if any, of 
any officer under any contract of employment.

    Section 3.  The Board of Directors may appoint, and may empower the 
President to appoint, such other officers as the business of the 
Corporation may require, each of whom shall hold office for such period, 
have such authority and perform such duties as are provided in the Bylaws 
or as the Board of Directors may from time to time determine.

    Section 4.  Any officer may be removed, either with or without cause, 
by the Board of Directors, at any regular or special meeting thereof, or 
except in case of an officer chosen by the Board of Directors, by any 
officer upon whom such power of removal may be conferred by the Board of 
Directors, provided that such removal shall not prejudice the remedy of 
such officer for breach of any contract of employment.

    Any officer may resign at any time by giving written notice to the 
Corporation.  Any such resignation shall take effect on receipt of such 
notice or at any later time specified therein.  Unless otherwise specified 
therein, the acceptance of such resignation shall not be necessary to make 
it effective.  Any such resignation is without prejudice to the rights, if 
any, of the Corporation under any contract to which the officer is a party.

    Section 5.  A vacancy in any office because of death, resignation, 
removal, disqualification or any other cause shall be filled in the manner 
prescribed in these Bylaws for regular appointments to such office.

    Section 6.  The Chairman of the Board shall, if present, preside at all 
meetings of the Board of Directors and of the stockholders, and shall 
exercise and perform such other powers and duties as may be from time to 
time assigned to him by the Board of Directors or prescribed by the Bylaws.

    Section 7.  The Vice Chairman of the Board shall exercise and perform 
such powers and duties as may be from time to time assigned to him by the 
Board of Directors or prescribed in these Bylaws.  In the absence of the 
Chairman of the Board, the Vice Chairman of the Board shall preside at all 
meetings of the stockholders and the Board of Directors.

    Section 8.  The President shall be the chief executive officer of the 
Corporation and shall, subject to the control of the Board of Directors, 
have general supervision, direction and control of the business and the 
officers of the Corporation.  In the absence of the Chairman of the Board 
and the Vice Chairman of the Board, the President shall preside at all 
meetings of the stockholders and the Board of Directors.  He shall have the 
general powers and duties of management usually vested in the office of 
President of a corporation, and shall have such other powers and duties as 
may be prescribed by the Board of Directors or the Bylaws.

    Section 9.  In the absence or disability of the President, the Vice 
Presidents, if any, in order of their rank as fixed by the Board of 
Directors, or if not ranked, the Vice President designated by the 
President, shall perform all 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.  The Vice Presidents shall have such other powers and 
perform such other duties as from time to time may be prescribed for them 
respectively by the Board of Directors, these Bylaws or the President.

    Section 10.  The Secretary shall keep or cause to be kept, at the 
principal office or such other place as the Board of Directors may order, a 
book of minutes of all meetings and actions of directors, committees of 
directors and stockholders, with the time and place of holding, whether 
regular or special, and, if special, how authorized, the notice thereof 
given, the names of those present at directors' and committee meetings, the 
number of shares present or represented at stockholders' meetings, and the 
proceedings thereof.

    The Secretary shall keep, or cause to be kept, at the principal office 
or at the office of the Corporation's transfer agent or registrar, a share 
register, or a duplicate share register, showing the names of all 
stockholders and their addresses, the number and classes of shares held by 
each, the number and date of certificates issued for the same, and the 
number and date of cancellation of every certificate surrendered for 
cancellation.

    The Secretary shall give, or cause to be given, notice of all meetings 
of the stockholders and of the Board of Directors required by these Bylaws 
or by law to be given, and he shall keep the seal of the Corporation, if 
one be adopted, in safe custody, and shall have such other powers and 
perform such other duties as may be prescribed by the Board of Directors or 
by the Bylaws.

    Section 11.  The Chief Financial Officer shall keep and maintain, or 
cause to be kept and maintained, adequate and correct books and records of 
accounts of the properties and business transactions of the Corporation, 
including accounts of its assets, liabilities, receipts, disbursements, 
gains, losses, capital, retained earnings and shares.  The books of account 
shall be open at all times to inspection by any director.

    The Chief Financial Officer shall deposit all moneys and other 
valuables in the name and to the credit of the Corporation with such 
depositories as may be designated by the Board of Directors.  He shall 
disburse the funds of the Corporation as may be ordered by the Board of 
Directors, shall render to the President and Directors, whenever they 
request it, an account of all of his transactions as Chief Financial 
Officer and of the financial condition of the Corporation, and shall have 
other powers and perform such other duties as may be prescribed by the 
Board of Directors or the Bylaws.

    Section 12.  The Treasurer and the Controller shall each have such 
powers and perform such duties as from time to time may be prescribed for 
him by the Board of Directors, the President or these Bylaws.

                                 ARTICLE V

                            Certificate of Stock

    Section 1.  Shares of the stock of the Corporation may be represented 
by certificates or uncertificated.  Owners of shares of the stock of the 
Corporation shall be recorded in the share register of the Corporation, and 
ownership of such shares shall be evidenced by a certificate or book-entry 
notation in the share register of the Corporation.  Any certificates 
representing such shares shall be signed by, or in the name of the 
Corporation by, the Chairman or Vice Chairman of the Board of Directors, or 
the President or a Vice President, and by the Secretary or any Assistant 
Secretary, if one be appointed, or the Treasurer or an Assistant Treasurer 
of the Corporation, certifying the number of shares represented by the 
certificate owned by such stockholder in the Corporation.

    Section 2.  Any or all of the signatures on the 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.  If the Corporation shall be authorized to issue more than 
one class of stock or more than one series of any class, the powers, 
designations, preferences and relative, participating, optional or other 
special rights of each class of stock or series thereof and the 
qualification, limitations or restrictions of such preferences and/or 
rights shall be set forth in full or summarized on the face or back of the 
certificate which the Corporation shall issue to represent such class or 
series of stock, provided that, except as otherwise provided by statute, in 
lieu of the foregoing requirements, there may be set forth on the face or 
back of the certificate which the Corporation shall issue to represent such 
class or series of stock, a statement that the Corporation will furnish 
without charge to each stockholder who so requests the powers, 
designations, preferences and relative, participating, optional or other 
special rights of each class of stock or series thereof and the 
qualifications, limitations or restrictions of such preferences and/or 
rights.

                   Lost, Stolen or Destroyed Certificates

    Section 4.  The Board of Directors, the Secretary and the Treasurer 
each may direct a new certificate or certificates to be issued in place of 
any certificate or certificates theretofore issued by the Corporation 
alleged to have been lost, stolen or destroyed, upon the making of an 
affidavit of that fact by the owner of such certificate, or his legal 
representative.  When authorizing such issue of a new certificate or 
certificates, 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 certificates, or his legal 
representative, to advertise the same in such manner as it shall require 
and/or to furnish the Corporation a bond in such form and substance and 
with such surety 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.

                             Transfers of Stock

    Section 5.  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, assignation or authority to transfer, it 
shall be the duty of the Corporation to issue a new certificate or other 
evidence of such new shares to the person entitled thereto, cancel the old 
certificate and record the transaction upon its books.  Uncertificated 
shares shall be transferred in the share register of the Corporation upon 
the written instruction originated by the appropriate person to transfer 
the shares.

                             Fixing Record Date

    Section 6.  In order that the Corporation may determine the 
stockholders entitled to notice of or to vote at any meeting of the 
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 change, conversion or exchange of 
stock or for the purpose of any other lawful action, the Board of Directors 
may fix a record date which shall not be more than 60 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.

                           Registered Stockholder

    Section 7.  The Corporation shall be entitled to treat the holder of 
record of any share or shares of stock as the holder in fact thereof and, 
accordingly, shall not be bound to recognize any equitable or other claim 
or interest in such share on the part of any other person, whether or not 
it shall have express or other notice thereof, save as expressly provided 
by the laws of the State of Delaware.


                                 ARTICLE VI

                             General Provisions

                                 Dividends

    Section 1.  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, 
pursuant to law.  Dividends may be paid in cash, in property or in shares 
of the Corporation's capital stock, subject to the provisions of the 
Certificate of Incorporation.

    Section 2.  Before declaration 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, thinks proper as a reserve fund to meet contingencies, or for 
equalizing dividends, or for repairing or maintaining any property of the 
Corporation, or for such other purpose as the Board of Directors shall 
think conducive to the interests of the Corporation, and the Board of 
Directors may thereafter abolish any such reserve in its absolute 
discretion.

                                  Checks

    Section 3.  All checks, drafts or other orders for payment of money, 
notes or other evidences of indebtedness, issued in the name of or payable 
to the Corporation shall be signed by such officer or officers as the Board 
of Directors or the President or any Vice President, acting jointly, may 
from time to time designate.

    Section 4.  The President, any Vice President, the Secretary or the 
Treasurer may enter into contracts and execute instruments on behalf of the 
Corporation.  The Board of Directors, the President or any Vice President 
may authorize any officer or officers, and any employee or employees or 
agent or agents of the Corporation or any of its subsidiaries, 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.

                                Fiscal Year

    Section 5.  The fiscal year of the Corporation shall be January 1 
through December 31, unless otherwise fixed by resolution of the Board of 
Directors.

                                  Notices

    Section 6.  Whenever, under the provisions of the statutes, the 
Certificate of Incorporation or these Bylaws, notice is required to be 
given to any director, it shall not be construed to require personal 
notice, but such notice may be given in writing, by mail, addressed to such 
director, at his address as it appears on the records of the Corporation 
(unless prior to mailing of such notice he shall have filed with the 
Secretary a written request that notices intended for him be mailed to some 
other address, in which case such notice shall be mailed to the address 
designated in the request) 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; provided, however, that, in the case of notice of a 
special meeting of the Board of Directors, if such meeting is to be held 
within seven calendar days after the date of such notice, notice shall be 
deemed given as of the date such notice shall be accepted for delivery by a 
courier service that provides "opening of business next day" delivery, so 
long as at least one attempt shall have been made, on or before the date 
such notice is accepted for delivery by such courier service, to provide 
notice by telephone to each director at his principal place of business and 
at his principal residence.  Notice to directors may also be given by 
telegram, by personal delivery, by telephone or by facsimile.

    Section 7.  Whenever any notice is required to be given under the 
provisions of the statutes, the Certificate of Incorporation or these 
Bylaws, a waiver thereof in writing, or by telegraph, cable or other 
written form of recorded communication, signed by the person or persons 
entitled to said notice, whether before or after the time stated therein, 
shall be deemed equivalent thereto.

                              Annual Statement

    Section 8.  The Board of Directors shall present at each annual 
meeting, and at any special meeting of the stockholders when called for by 
vote of the stockholders, a full and clear statement of the business and 
condition of the Corporation.

                                ARTICLE VII

                                 Amendments

    Section 1.  Except any amendment to this Article VII and to Article II, 
Section 6, Article II, Section 10, Article III, Section 1 (as it relates to 
increases in the number of directors), Article III, Section 2, the last 
sentence of Article III, Section 3 (as it relates to removal of directors), 
Article III, Section 4, Article III, Section 16 and Article VI, Section 6 
of these Bylaws, or any of such provisions, which shall require approval by 
the affirmative vote of directors representing at least seventy-five 
percent (75%) of the number of directors provided for in accordance with 
Article III, Section 1, and except as otherwise expressly provided in a 
bylaw adopted by the stockholders as hereinafter provided, the directors, 
by the affirmative vote of a majority of the whole Board and without the 
assent or vote of the stockholders, may at any meeting, make, repeal, 
alter, amend or rescind any of these Bylaws, provided the substance of the 
proposed amendment or other action shall have been stated in a notice of 
the meeting.

    Section 2.  These Bylaws may not be altered, amended or rescinded, and 
new Bylaws may not be adopted, by the stockholders of the Corporation 
except by the vote of the holders of not less than seventy-five percent 
(75%) of the total voting power of all shares of stock of the Corporation 
entitled to vote in the election of directors, considered for such purpose 
as one class.