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                                                                     EXHIBIT 3.8


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                                     BYLAWS


                                       of

                           THE DETROIT EDISON COMPANY


                     As amended through September 22, 1997












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                                     BYLAWS
                                       of
                           THE DETROIT EDISON COMPANY

                                  -------------

                                     INDEX

                                                                           Page
                                                                           ----
                                   ARTICLE I


Shareholders..................................................................1
    SECTION  1.  Annual Meeting...............................................1
    SECTION  2.  Special Meetings.............................................1
    SECTION  3.  Notice of Meetings...........................................1
    SECTION  4.  Quorum.......................................................1
    SECTION  5.  Voting and Inspectors........................................2
    SECTION  6.  Record of Shareholders.......................................2
    SECTION  7.  List of Shareholders.........................................2
    SECTION  8.  Order of Business............................................2



                                   ARTICLE II


Board of Directors and Committees.............................................4
    SECTION  1.  Number, Time of Holding Office, and Limitation on
                 Age..........................................................4
    SECTION  2.  Vacancies....................................................5
    SECTION  3.  Nominations of Directors; Election...........................5
    SECTION  4.  Meetings of the Board........................................6
    SECTION  5.  Quorum.......................................................6
    SECTION  6.  Annual Meeting of Directors..................................6
    SECTION  7.  Executive Committee..........................................6
    SECTION  8.  Committees...................................................7
    SECTION  9.  Participation in Meetings....................................7
    SECTION  10. Compensation.................................................7
                 


                                  ARTICLE III


Officers......................................................................7
    SECTION  1.  Officers and Agents..........................................7
    SECTION  2.  Term of Office...............................................7
    SECTION  3.  Chairman of the Board........................................8
    SECTION  4.  President....................................................8
    SECTION  5.  Other Officers...............................................8
    SECTION  6.  Compensation.................................................8



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                                   ARTICLE IV


Capital Stock.................................................................8
     SECTION  1.  Certificates of Shares......................................8
     SECTION  2.  Transfer of Shares..........................................9
     SECTION  3.  Lost or Destroyed Stock Certificates........................9




                                   ARTICLE V

Checks, Notes, Bonds, Debentures, etc.........................................9


                                   ARTICLE VI

Corporate Seal................................................................9


                                  ARTICLE VII

Control Share Acquisitions...................................................10


                                  ARTICLE VIII

Amendment of Bylaws..........................................................10













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                                     BYLAWS

                                       OF

                           THE DETROIT EDISON COMPANY


                     AS AMENDED  THROUGH SEPTEMBER 22, 1997

                                   ARTICLE I

                                  SHAREHOLDERS

     Section 1. ANNUAL MEETING.  The annual meeting of the shareholders of the
Company shall be held on the fourth Monday of April in each year (or if said
day be a legal holiday, then on the next succeeding day not a legal holiday),
at such time and at such place as may be fixed by the Board of Directors and
stated in the notice of meeting, for the purpose of electing directors and
transacting such other business as may properly be brought before the meeting
as determined by Article I, Section 8 hereof.

     Section 2. SPECIAL MEETINGS.  Special meetings of the shareholders may be
held upon call of the Board of Directors or the Chairman of the Board or the
President or the holders of record of three-quarters of the outstanding shares
of stock of the Company, at such time as may be fixed by the Board of Directors
or the Chairman of the Board or the President or such shareholders and stated
in the notice of meeting.  All such meetings shall be held at the office of the
Company in the City of Detroit unless some other place is specified in the
notice.

     Section 3. NOTICE OF MEETINGS.  Written notice of the date, time, place
and purpose or purposes of every meeting of the shareholders, signed by the
Corporate Secretary or an Assistant Corporate Secretary, shall be given either
personally or by mail, within the time prescribed by law, to each shareholder
of record entitled to vote at such meeting and to any shareholder who, by
reason of any action proposed at such meeting, might be entitled to receive
payment for such stock if such action were taken.  If mailed, such notice is
given when deposited in the United States mail, with postage thereon prepaid,
directed to the shareholder at the address as it appears on the record of
shareholders, or, if the shareholders shall have filed with the Corporate
Secretary of the Company a written request that notices intended for such
shareholder be mailed to some other address, then directed to the address
designated in such request.  Further notice shall be given by mail,
publication, or otherwise, if and as required by law.

     Notice of meeting need not be given to any shareholder who submits a
signed waiver of notice, in person or by proxy, whether before or after the
meeting.  The attendance of any shareholder at the meeting, in person or by
proxy, without protesting at the beginning of the meeting the lack of notice of
such meeting, shall constitute a waiver of notice by such shareholder.

     Notice of a special meeting shall also indicate that it is being issued by
or at the direction of the person or persons calling the meeting.




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     Section 4. QUORUM. At every meeting of the shareholders, the holders of
record of a majority of the outstanding shares of stock of the Company entitled
to vote at such meeting, whether present in person or represented by proxy,
shall constitute a quorum.  If at any meeting there shall be no quorum, the
holders of a majority of the outstanding shares of stock so present or
represented may adjourn the meeting from time to time, without notice  other
than announcement at the meeting, until a quorum shall have been obtained, when
any business may be transacted which might have been transacted at the meeting
as first convened had there been a quorum.  When a quorum is once present to
organize a meeting, it is not broken by the subsequent withdrawal of any
shareholder.

     Section 5. VOTING AND INSPECTORS. Each holder of record of outstanding
shares of stock of the Company entitled to vote at a meeting of shareholders
shall be entitled to one vote for each share of stock standing in the
shareholder's name on the record of shareholders, and may so vote either in
person or by proxy appointed by instrument in writing executed by such holder
or by the shareholder's duly authorized attorney-in-fact.  No proxy shall be
valid after the expiration of three years from the date of its execution unless
the shareholder executing it shall have specified the length of time it is to
continue in force which shall be for some limited period.  The authority of the
holder of a proxy to act shall not be revoked by the incompetence or death of
the shareholder who executed the proxy unless, before the authority is
exercised, written notice of an adjudication of such incompetence or of such
death is received by the Corporate Secretary or an Assistant Corporate
Secretary.

     In advance of any meeting of shareholders, the Board of Directors may
appoint one or more inspectors for the meeting.  If inspectors are not so
appointed, the chairman of the meeting shall appoint such inspectors.  Before
entering upon the discharge of their duties, the inspectors shall take and
subscribe an oath faithfully to execute the duties of inspector at such meeting
with strict impartiality and according to the best of their ability, and shall
take charge of the polls and after balloting shall make a certificate of the
result of the vote taken.  No officer or director of the Company or candidate
for office of director shall be appointed as an inspector.  At all elections of
directors, the voting shall be by ballot and a plurality of the votes cast
shall elect.

     Section 6. RECORD OF SHAREHOLDERS. For the purpose of determining the
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or to express consent to or dissent from any proposal
without a meeting, or for the purpose of determining shareholders entitled to
receive payment of any dividend or the allotment of any rights, or for the
purpose of any other action, the Board of Directors may fix, in advance, a date
as the record date for any such determination of shareholders, which record
date shall not less than 10 days nor more than the maximum number of days
permitted by law before the date of the meeting, or taking of any other action.

     Section 7. LIST OF SHAREHOLDERS. A list of shareholders as of the record
date, certified by the Corporate Secretary or any Assistant Corporate Secretary
or by a transfer agent, shall be produced at any meeting of shareholders upon
the request thereat or prior thereto of any shareholder.  If the right to vote
at any meeting is challenged, the inspectors, or the person presiding at the
meeting, shall require such list of shareholders to be produced as evidence of
the right of the persons challenged to vote at such meeting, and all persons
who appear on such list to be shareholders entitled to vote thereat may vote at
such meeting.

     Section 8. ORDER OF BUSINESS.  (a) The Chairman, or such other officer of
the Company designated by a majority of the total number of directors that the
Company would have if there were no vacancies on the Board of Directors (such
number being referred to as the "Whole Board"), will call



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meetings of shareholders to order and will act as presiding officer thereof.
Unless otherwise determined by the Board of Directors prior to the meeting, the
presiding officer of the meeting of shareholders will also determine the order
of business and have the authority in his or her sole discretion to regulate
the conduct of any such meeting including, without limitation, by imposing
restrictions on the persons (other than shareholders of the Company or their
duly appointed proxies) who may attend any such shareholders' meeting, by
ascertaining whether any shareholder or his proxy may be excluded from any
meeting of shareholders based upon any determination by the presiding officer,
in his or her sole discretion, that any such person has unduly disrupted or is
likely to disrupt the proceedings of the meeting, and by determining the
circumstances in which any person may make a statement or ask questions at any
meeting of shareholders.

     (b) At an annual meeting of the shareholders, only such business will be
conducted or considered as is properly brought before the meeting.  To be
properly brought before an annual meeting, business must be (i) specified in
the notice of meeting (or any supplement thereto) given by or at the direction
of the Chairman, the President, a Vice President, the Corporate Secretary or an
Assistant Corporate Secretary in accordance with Section 3 of this Article I;
(ii) otherwise properly brought before the meeting by the presiding officer or
by or at the direction of a majority of the Whole Board; or (iii) otherwise
properly requested to be brought before the meeting by a shareholder of the
Company in accordance with Section 8(c) below.

     (c) For business to be properly requested by a shareholder to be brought
before an annual meeting, the shareholder must (i) be a shareholder of the
Company of record at the time of the giving of the notice for such annual
meeting provided for in these Bylaws; (ii) be entitled to vote at such meeting;
and (iii) have given timely notice thereof in writing to the Corporate
Secretary.  To be timely, a shareholder's notice must be delivered to or mailed
and received at the principal executive offices of the Company not less than 60
nor more than 90 calendar days prior to the annual meeting; provided, however,
that in the event public announcement of the date of the annual meeting is not
made at least 100 calendar days prior to the date of the annual meeting, notice
by the shareholder to be timely must be so received not later than the close of
business on the 10th calendar day following the day on which public
announcement is first made of the date of the annual meeting.  A shareholder's
notice to the Corporate Secretary must set forth as to each matter the
shareholder proposes to bring before the annual meeting: (A) a description in
reasonable detail of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting; (B)
the name and address, as they appear on the Company's books, of the shareholder
proposing such business and of the beneficial owner, if any, on whose behalf
the proposal is made; (C) the class and number of shares of the Company that
are owned beneficially and of record by the shareholder proposing such business
and by the beneficial owner, if any, on whose behalf the proposal is made; and
(D) any material interest in such business of such shareholder proposing such
business and the beneficial owner, if any, on whose behalf the proposal is
made.  Notwithstanding the foregoing provisions of this Section 8(c), a
shareholder must also comply with all applicable requirements of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder with
respect to the matters set forth in this Section 8(c).  For purposes of this
Section 8(c) and Section 3 of Article II, "public announcement" means
disclosure in a press release reported by the Dow Jones News Service,
Associated Press, or comparable national news service or in a document publicly
filed by the Company with the Securities and Exchange Commission pursuant to
Sections 13, 14, or 15(d) of the Securities Exchange Act of 1934, as amended,
or publicly filed by the Company with any national securities exchange or
quotation service through which the Company's stock is listed or traded, or
furnished by the Company to its shareholders.  Nothing in this Section 8(c)
will be deemed to affect any rights of shareholders to request inclusion of
proposals in the Company's proxy statement pursuant to Rule 14a-8 under the 
Securities Exchange Act of 1934, as amended.



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     (d) At a special meeting of shareholders, only such business may be
conducted or considered as is properly brought before the meeting.  To be
properly brought before a special meeting, business must be (i) specified in
the notice of the meeting (or any supplement thereto) given by or at the
direction of the Chairman, the President, a Vice President, the Corporate
Secretary or an Assistant Corporate Secretary (or in case of their failure to
give any required notice, the other persons entitled to give notice) in
accordance with Section 3 of Article I or (ii) otherwise brought before the
meeting by the presiding officer or by or at the direction of a majority of the
Whole Board.

     (e) The determination of whether any business sought to be brought before
any annual or special meeting of the shareholders is properly brought before
such meeting in accordance with this Section 8 will be made by the presiding
officer of such meeting.  If the presiding officer determines that any business
is not properly brought before such meeting, he or she will so declare to the
meeting and any such business will not be conducted or considered.

                                   ARTICLE II

                       BOARD OF DIRECTORS AND COMMITTEES

     Section 1. NUMBER, TIME OF HOLDING OFFICE AND LIMITATION ON AGE.  The
business and affairs of the Company shall be managed and controlled by a Board
of Directors.  The number of directors constituting the Whole Board shall be
determined from time to time by resolution of the Board so long as the total
number of directors is not less than twelve nor more than eighteen; provided,
however, that the minimum and maximum number of directors may be increased or
decreased from time to time by vote of a majority of the Whole Board; and,
further provided that no change in the number of directors shall serve to
shorten the term of office of any incumbent director.  Commencing with the
annual election of directors by the shareholders in 1991, the directors shall
be divided into three classes, as nearly equal in number as possible, and the
term of office of the first class shall expire at the 1992 annual meeting of
shareholders, the term of office of the second class shall expire at the 1993
annual meeting of shareholders and the term of office of the third class shall
expire at the 1994 annual meeting of shareholders, or, in each case, until
their successors shall be duly elected and qualified.  At each annual meeting
commencing in 1992, a number of directors equal to the number of the class
whose term expires at the time of the meeting shall be elected to hold office
until the third succeeding annual meeting of shareholders.  In the event the
holders of the Preferred Stock or the Preference Stock are entitled to elect
directors as provided in Article V, Division I, subdivision (9) or Article V,
Division II, subdivision (9) of the Restated Articles of Incorporation of the
Company, then the provisions of such class of stock with respect to their
rights shall apply and such directors shall be elected for terms expiring at
the next annual meeting of shareholders and without regard to the
classification of the remaining members of the Board of Directors.

     Except as hereinafter provided, each director shall be a holder of Common
Stock of DTE Energy Company at the time of initial election to the Board or
shall become a holder within thirty days after such election (to the extent of
at least one share, owned beneficially) and any director who thereafter ceases
to be such a holder, shall thereupon cease to be a director. The Board shall
have the authority to waive the requirement to hold shares in individual
situations upon presentation of evidence that a nominee or director is unable
to hold shares for legal or religious reasons.

     No person who shall have served as an employee of the Company or an
affiliate shall be elected a director after retiring from employment with the
Company or an affiliate; provided, however, that if such


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person was the Chief Executive Officer of the Company at the time of such
retirement, such person shall be eligible for election as a director until
attaining age 70.  No other person shall be elected a director after attaining
age 70; provided, however, the Board shall have the authority to waive this
provision for no more than one three-year term upon a determination that
circumstances exist which make it prudent to continue the service of a director
who possesses special and unique expertise clearly beneficial to the Company.

     Section 2. VACANCIES. Whenever any vacancy shall occur in the Board of
Directors by death, resignation, or any other cause, it shall be filled without
undue delay by a majority vote of the remaining members of the Board of
Directors and the person who is to fill any such vacancy shall hold office for
the unexpired term of the director to whom such person succeeds, or for the
term fixed by the Board of Directors acting in compliance with Section l of
this Article II in case of a vacancy created by an increase in the number of
directors, and until a successor shall be elected and shall have qualified;
provided, however, that no vacancy need be filled if, after such vacancy shall
occur, the number of directors remaining on the Board shall be not less than a
majority of the whole Board.  During the existence of any vacancy or vacancies,
the surviving or remaining directors shall possess and may exercise all the
powers of the full Board of Directors, when action by a larger number is not
required by law.

     Section 3. NOMINATIONS OF DIRECTORS; ELECTION. (a) Except as may be
otherwise provided in any resolution establishing any Preferred or Preference
Stock, only persons who are nominated in accordance with this Section 3 will be
eligible for election at a meeting of shareholders to be members of the Board
of Directors of the Company.

     (b) Nominations of persons for election as directors of the Company may be
made only at an annual meeting of shareholders (i) by or at the direction of
the Board of Directors or a committee thereof or (ii) by any shareholder who is
a shareholder of record at the time of giving of notice provided for in this
Section 3, who is entitled to vote for the election of directors at such
meeting, and who complies with the procedures set forth in this Section 3.  All
nominations by shareholders must be made pursuant to timely notice in proper
written form to the Corporate Secretary.

     (c) To be timely, a shareholder's notice must be delivered to or mailed
and received at the principal executive offices of the Company not less than 60
nor more than 90 calendar days prior to the annual meeting of shareholders;
provided, however, that in the event that public announcement of the date of
the annual meeting is not made at least 100 calendar days prior to the date of
the annual meeting, notice by the shareholder to be timely must be so received
not later than the close of business on the 10th calendar day following the day
on which public announcement (as defined in Section 8(c) of Article I) is first
made of the date of the annual meeting.  To be in proper written form, such
shareholder's notice must set forth or include:  (i) the name and address, as
they appear on the Company's books, of the shareholder giving the notice and of
the beneficial owner, if any, on whose behalf the nomination is made; (ii) a
representation that the shareholder giving the notice is a holder of record of
stock of the Company entitled to vote at such annual meeting and intends to
appear in person or by proxy at the annual meeting to nominate the person or
persons specified in the notice; (iii) the class and number of shares of stock
of the Company owned beneficially and of record by the shareholder giving the
notice and by the beneficial owner, if any, on whose behalf the nomination is
made; (iv) a description of all arrangements or understandings between or among
any of (A) the shareholder giving the notice, (B) the beneficial owner on whose
behalf the notice is given, (C) each nominee, and (D) any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the shareholder giving the notice; (v) such other
information regarding each nominee proposed by the shareholder giving the
notice as would be required to


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be included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission had the nominee been nominated, or intended
to be nominated, by the Board of Directors; and (vi) the signed consent of each
nominee to serve as a director of the Company if so elected.  The presiding
officer of any annual meeting may, if the facts warrant, determine that a
nomination was not made in accordance with this Section 3, and if he or she
should so determine, he or she will so declare to the meeting, and the
defective nomination will be disregarded.  Notwithstanding the foregoing
provisions of this Section 3, a shareholder must also comply with all
applicable requirements of the Securities Exchange Act of 1934, as amended, and
the rules and regulations thereunder with respect to the matters set forth in
this Section 3.

     Section 4. MEETINGS OF THE BOARD. Regular meetings of the Board of
Directors shall be held at such times and at such places as may from time to
time be fixed by the Board of Directors.

     Special meetings of the Board of Directors may be called by the Chairman
of the Board or the President or, in the event of the incapacity of the
Chairman of the Board and the President, the Executive Committee by giving
reasonable notice of the time and place of such meetings or by obtaining
written waivers of notice, before or after the meeting, from each absent
director.  All such meetings shall be held at the office of the Company in the
City of Detroit unless some other place is specified in the notice.

     A notice, or waiver of notice, need not specify the purpose of the
meeting.

     Section  5. QUORUM  A majority of the directors in office at the time of a
meeting of the Board shall constitute a quorum for the transaction of business,
but if at any meeting of the Board of Directors there shall be less than a
quorum present, a majority of the directors present may adjourn the meeting
from time to time without notice other than announcement at the meeting, until
a quorum shall have been obtained, when any business may be transacted which
might have been transacted at the meeting as first convened had there been a
quorum.  The acts of a majority of the directors present at any meeting at
which there is a quorum shall be the acts of the Board, unless otherwise
provided by law, by the Restated Articles of Incorporation or by the Bylaws.

     Section 6. ANNUAL MEETING OF DIRECTORS. A meeting of the Board of
Directors, known as the directors' annual meeting, shall be held without notice
each year after the adjournment of the annual shareholders' meeting and on the
same day, and at such meeting the officers of the Company for the ensuing year
shall be elected.  If a quorum of the directors is not present on the day
appointed for the directors' annual meeting, the meeting shall be adjourned to
some convenient day.

     Section 7. EXECUTIVE COMMITTEE.  The Board of Directors may, by resolution
or resolutions passed by a majority of the Whole Board, designate an Executive
Committee to consist of the Chief Executive Officer and two or more of the
other directors, and alternates, and shall designate the Chairman thereof.  The
Executive Committee shall have and may exercise, when the Board is not in
session, all of the powers of the Board in the management of the business and
affairs of the Company, and shall have power to authorize the seal of the
Company to be affixed to all papers which may require it; but the Executive
Committee shall not have power to declare dividends, to change the number of
directors constituting the Whole Board, to fill vacancies in the Board, or to
establish or change the membership of, or to fill vacancies in, any committee,
or to fix the compensation of the directors or committee members, or to make or
amend Bylaws of the Company, or to submit matters for action by shareholders,
or to amend or repeal a resolution of the Board which by its terms may not be
changed by the Executive Committee.  The Board shall have the




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power at any time to fill vacancies in, to change the membership of, or to
dissolve, the Executive Committee.  The Executive Committee may make rules for
the conduct of its business and may appoint such subcommittees and assistants
as it shall from time to time deem necessary.  A majority of the members of the
Executive Committee shall constitute a quorum.  All action taken by the
Executive Committee shall be reported to the Board at its next meeting
succeeding such action.  The Corporate Secretary or an Assistant Corporate
Secretary shall attend and act as the secretary of all meetings of the
Executive Committee and keep the minutes thereof.

     Meetings of the Executive Committee may be called by the Chairman of the
Board or the President, or, in the event of the incapacity of the Chairman of
the Board and the President, by two or more members of the Executive Committee
by giving reasonable notice of the time and place of such meetings.  All such
meetings shall be held at the office of the Company in the City of Detroit
unless some other place is specified in the notice.

     Section 8. COMMITTEES.  The Board of Directors may, by resolution, create
a committee or committees of one or more directors, and alternates, to consider
and report upon or to carry out such matters (not excepted by the foregoing
section) as may be entrusted to them by the Board of Directors, and shall
designate the Chairman of each such committee.

     Section 9. PARTICIPATION IN MEETINGS.  One or more members of the Board of
Directors or any committee thereof may participate in any meeting of such Board
or such committee by means of a conference telephone or similar communications
equipment which enables all persons participating in such a meeting to hear
each other at the same time and the participation in the manner so described
shall constitute presence in person at such meetings.
     Section 10. COMPENSATION.  Each director of the Company who is not a
salaried officer or employee of the Company may receive reasonable compensation
for services as a director, including a reasonable fee for attendance at
meetings of the Board and committees thereof, and attendance at the Company's
request at other meetings or similar activities related to the Company.


                                  ARTICLE III

                                    OFFICERS

     Section 1. OFFICERS AND AGENTS.  The officers of the Company to be elected
by the Board of Directors, as soon as practicable after the election of
directors each year, shall be Chairman of the Board, the President, a Corporate
Secretary and a Treasurer.  The Board of Directors may also from time to time
elect one or more Vice Presidents, a Controller, a General Auditor, a General
Counsel, and such other officers and agents as it may deem proper.  The
Chairman of the Board and the President shall be chosen from among the
directors.  The persons holding the offices of Chairman of the Board or
President may not also hold the office of General Auditor.  The Board of
Directors may, in its discretion, leave vacant any office other than that of
Chairman of the Board, President, Corporate Secretary or Treasurer.

     Section 2. TERM OF OFFICE.  The term of office of all officers shall be
until the next directors' annual meeting of or until their respective
successors are chosen and qualified; but any officer or agent elected by the
Board of Directors may be removed by the Board at any time, with or without
cause.




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     Section 3. CHAIRMAN OF THE BOARD.  The Chairman of the Board shall be the
chief executive officer of the Company, shall preside at all meetings of the
Board of Directors and, subject to Section 8(a) of Article I, meetings of
shareholders, at which the Chairman is present, and shall make the annual
report to the shareholders The Chairman shall have general charge of the
business and affairs of the Company subject to the control of the Board of
Directors, may execute in the name of the Company any authorized corporate
obligation or other instrument and shall perform such other functions as may be
prescribed by the Board from time to time.

     The Chairman of the Board shall manage or supervise the conduct of the
corporate finances and relations of the Company with its shareholders, with the
public and with regulatory authorities and in addition to the President, may
exercise all powers elsewhere in the Bylaws conferred upon the President.  The
Chairman may delegate from time to time to the President or to other officers,
employees or positions of the Company, such powers as the Chairman may specify
in writing, with such terms and conditions, if any, as the Chairman may set
forth.  A copy of each such delegation and of any revocation or change shall be
filed with the Corporate Secretary.

     Section 4. PRESIDENT.  The President shall be the chief operating officer
of the Company, subject to the control of the Board of Directors and the
Chairman of the Board, shall have power to authorize the employment of such
subordinate employees as may, in the President's judgment, be advisable for the
operations of the Company, may execute in the name of the Company any
authorized corporate obligation or other instrument and shall perform all other
acts incident to the President's office or prescribed by the Board of Directors
or the Chairman of the Board, or authorized or required by law.  During the
absence or disability of the Chairman of the Board, the President shall assume
the duties and authority of the Chairman of the Board and shall be the chief
executive officer of the Company.

     SECTION 5. OTHER OFFICERS.  The other officers, agents and employees of
the Company shall each have such powers and perform such duties in the
management of the property and affairs of the Company, subject to the control
of the Board of Directors, as generally pertain to their respective offices, as
well as such powers and duties as from time to time may be prescribed by the
Board of Directors, by the Chairman of the Board or by the President.

     Section 6. COMPENSATION.  The Board of Directors shall determine the
compensation to be paid to the Chairman of the Board, the President and each
Vice President above the level of Assistant Vice President.


                                   ARTICLE IV

                                 CAPITAL STOCK

     Section 1. CERTIFICATES OF SHARES.  The interest of each shareholder shall
be evidenced by a certificate or certificates for shares of stock of the
Company in such form as the Board of Directors may from time to time prescribe.
The certificates of stock shall be signed by the Chairman of the Board, the
President or a Vice President and by the Treasurer, an Assistant Treasurer, the
Corporate Secretary, or an Assistant Corporate Secretary of the Company, shall
be sealed with the seal of the Company or a facsimile thereof, and shall be
countersigned by a transfer agent for the stock and registered by a registrar
for such stock.  The signatures of the officers and the transfer agent and the
registrar upon such certificates may be


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facsimiles, engraved or printed, subject to the provisions of applicable law.
In case any officer, transfer agent or registrar shall cease to serve in that
capacity after their facsimile signature has been placed on a certificate, the
certificates may be issued with the same effect as if the officer, transfer
agent or registrar were still in office.

     Section 2. TRANSFER OF SHARES.  Shares in the capital stock of the Company
shall be transferred on the books of the Company upon surrender and
cancellation of certificates for a like number of shares, with duly executed
power to transfer endorsed thereon or attached to the certificate.

     Section 3. LOST OR DESTROYED STOCK CERTIFICATES.  No certificate for
shares of stock of the Company shall be issued in place of any certificate
alleged to have been lost, stolen or destroyed, except upon production of such
evidence of the loss, theft or destruction, and upon indemnification of the
Company and its agents to such extent and in such manner as the Board of
Directors may from time to time prescribe.

                                   ARTICLE V

                     CHECKS, NOTES, BONDS, DEBENTURES, ETC.

     All checks and drafts on the Company's bank accounts and all bills of
exchange and promissory notes, and all acceptances, obligations and other
instruments for the payment of money, shall be signed by such officer or
officers or agent or agents, either manually or by facsimile signature or
signatures, as shall be thereunto authorized from time to time by the Board of
Directors either generally or in specific instances; provided that bonds,
debentures and other evidences of indebtedness of the Company bearing facsimile
signatures of officers of the Company shall be issued only when authenticated
by a manual signature on behalf of a trustee or an authenticating agent
appointed by the  Board of Directors and in case any such officer of the
Company shall cease to be such after such officer's facsimile signature has
been placed thereon, such bonds, debentures or other evidences of indebtedness
may be issued with the same effect as if such person were still in office.


                                   ARTICLE VI

                                 CORPORATE SEAL

     The Board of Directors shall provide a suitable seal containing the name
of the Company.


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                                  ARTICLE VII

                           CONTROL SHARE ACQUISITIONS

     The Stacey, Bennett, and Randall Shareholder Equity Act (Chapter 7B of the
Michigan Business Corporation Act) shall not apply to any control share
acquisitions (as defined in such Act) of shares of the Company.

     This Article VII of the Bylaws may not be amended, altered or repealed
with respect to any control share acquisition of shares of the Company effected
pursuant to a tender offer or other transaction commenced prior to the date of
such amendment, alteration or repeal.


                                  ARTICLE VIII

                              AMENDMENT OF BYLAWS

     Those provisions of these Bylaws providing for a classified Board of
Directors (currently the third, fourth and fifth sentences of the first
paragraph of Section 1 of Article II) and the provisions of this sentence may
be amended or repealed only by the vote of the holders of a majority of shares
of Common Stock of the Company.  Except as provided in the immediately
preceding sentence, Bylaws of the Company may be amended, repealed or adopted
by vote of the holders of a majority of shares at the time entitled to vote in
the election of any directors or by vote of a majority of the directors in
office.


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