Exhibit 3.2



                          AMENDED AND RESTATED BYLAWS

                                       of

                             CHESAPEAKE CORPORATION

             (as adopted 2/13/90, with amendments through 2/10/98)



                                   ARTICLE I

                                    Offices

     Section 1.  Principal Office.   The principal office of the
Corporation in the Commonwealth of Virginia shall be in the City of
Richmond or such other location as may be designated by the Board of
Directors from time to time.

     Section 2.  Other Offices.  The Corporation may have offices at
such other place or places as the Board of Directors may from time to
time designate or appoint.

                              ARTICLE II

                            Capital Shares

     Section 1.  Certificates.  Shares of the Corporation shall be
evidenced by certificates in forms prescribed by the Board of
Directors and executed in any manner permitted by law and stating
thereon the information required by law.

     Transfer books in which shares shall be transferred shall be kept
by the Corporation or by one or more transfer agents appointed by it. 
A record shall be kept of each share certificate that is issued.  The
Corporation shall have the right to appoint at any time or from time
to time one or more registrars of its capital shares.

     Section 2.  Transfer of Shares.  Shares of the Corporation shall
be transferable or assignable only on the books of the Corporation by
the holder in person or by an attorney on surrender of the certificate
representing such shares duly endorsed and, if sought to be
transferred by an attorney, accompanied by a written power of
attorney.  The Corporation will recognize, however, the exclusive
right of the person registered on its books as the owner of shares to
receive dividends and to vote as such owner.

     Section 3.  Lost, Destroyed and Mutilated Certificates.    After
receiving notice from a shareholder of any loss, destruction or
mutilation of a share certificate, the Secretary or his nominee may in
his discretion cause one or more new certificates for the same number
of shares in the aggregate to be issued to such shareholder upon the
surrender of the mutilated certificate or upon satisfactory proof of
such loss or destruction and the deposit of a bond in such form and
amount and with such surety as the Secretary or his nominee may
require.

     Section 4.  Record Date.  For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or entitled to receive
payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors may
fix in advance a date as the record date for any such determination of
shareholders, such date in any case to be not more than seventy (70)
days prior to the date on which the particular action requiring such
determination of shareholders is to be taken.  If no record date is
fixed for the determination of shareholders entitled to notice of or
to vote at a meeting of shareholders, or shareholders entitled to
receive payment of a dividend, the date on which notices of the
meeting are first mailed or the date on which the resolution of the
Board of Directors declaring such dividend is adopted, as the case may
be, shall be the record date for such determination of shareholders. 

     Section 5.  Control Share Acquisitions Statute.  The provisions
of Article 14.1 of Chapter 9 of Title 13.1 of the Code of Virginia
(1950), as amended, entitled Control Share Acquisitions, shall not
apply to the Corporation.  

                             ARTICLE III

                             Shareholders

     Section 1.  Annual Meeting.  Subject to the Board of Directors'
ability to postpone a meeting under Virginia law, the annual meeting
and all other meetings of shareholders shall be held on such date and
at such time and place as may be fixed by the Board of Directors and
stated in the notice of the meeting.  The annual meeting shall be held
for the purpose of electing Directors and for the transaction of only
such other business as is properly brought before the meeting in
accordance with these bylaws.  To be properly brought before an annual
meeting, business must be (I) specified in the notice of annual
meeting (or any supplement thereto) given by or at the direction of
the Board of Directors, (ii) otherwise properly brought before the
annual meeting by or at the direction of the Board of Directors, or
(iii) otherwise properly brought before the annual meeting by a
shareholder.  In addition to any other applicable requirements for
business to be properly brought before an annual meeting by a
shareholder, the shareholder must have given timely notice thereof in
writing to the Secretary. 

 To be timely, a shareholder's notice must be in writing and delivered
or mailed to and received by the Secretary not less than sixty (60)
days before the first anniversary of the date of the Corporation's
proxy statement in connection with the last annual meeting.  A
shareholder's notice to the Secretary shall set forth as to each
matter the shareholder proposes to bring before the annual meeting
(I) a brief description of the business desired to be brought before
the annual meeting and the reasons for conducting such business at the
annual meeting, (ii) the name and record address of the shareholder
proposing such business, (iii) the class, series and number of the
Corporation's shares that are beneficially owned by the shareholder,
and (iv) any material interest of the shareholder in such business. 
Notwithstanding anything in these bylaws to the contrary, no business
shall be conducted at the annual meeting except in accordance with the
procedures set forth in this Article III(1); provided, however, that
nothing in this Article III(1) shall be deemed to preclude discussion
by any shareholder of any business properly brought before the annual
meeting.  In the event that a shareholder attempts to bring business
before an annual meeting without complying with the provisions of this
Article III(1), the chairman of the meeting shall declare to the
shareholders present at the meeting that the business was not properly
brought before the meeting in accordance with the foregoing
procedures, and such business shall not be transacted.

     Section 2.  Special Meetings.  Special meetings of the
shareholders may be held at any time and at any place designated in
the notice thereof, upon call of the Chairman of the Board of
Directors, the President or a majority of the Board of Directors.

     Section 3.  Notice.  Notice in writing of every annual or special
meeting of the shareholders, stating the date, time and place, and, in
case of a special meeting, the purpose or purposes thereof, shall be
mailed not less than ten (10) nor more than sixty (60) days before any
such meeting to each shareholder of record entitled to vote at such
meeting, at his address as it appears in the share transfer books of
the Corporation.  Such further notice shall be given as may be
required by law, but meetings may be held without notice if all of the
shareholders entitled to vote at the meeting waive such notice, by
attendance at the meeting or otherwise, in accordance with law.

     Section 4.  Quorum.  A majority of the votes entitled to be cast
by any voting group on any matter, represented in person or by proxy,
shall constitute a quorum of such voting group with respect to action
on such matter.  If at the time and place of the meeting there be
present less than a quorum, the meeting may be adjourned from time to
time by the vote of a majority of the shares present in person or by
proxy without notice other than announcement at the meeting.

     Section 5.  Voting.  Except as otherwise specified in the
Articles of Incorporation or the Virginia Stock Corporation Act, at
all meetings of the shareholders, each holder of an outstanding share
may vote in person or by proxy, and shall be entitled to one vote on
each matter voted on at such meeting for each share registered in the
name of such shareholder on the books of the Corporation on the record
date for such meeting.   Every proxy shall be in writing, dated and
signed by the shareholder entitled to vote or his duly authorized
attorney-in-fact.  

     Unless a greater vote is required pursuant to the Articles of
Incorporation or the Virginia Stock Corporation Act, if a quorum
exists, action on a matter (other than the election of Directors) by a
voting group is approved if the votes cast favoring the action exceed
the votes cast opposing the action.  Unless otherwise provided in the
Article of Incorporation, Directors shall be elected by a plurality of
votes cast by shares entitled to vote in the election at a meeting at
which a quorum is present.

     Section 6.  Presiding Officer.  All meetings of the shareholders
shall be presided over by the Chairman of the Board of Directors or,
in his absence or at his request, by the President.  In case there be
present neither the Chairman of the Board of Directors nor the
President, the meeting shall elect a chairman.  The Secretary or, in
his absence or at his request, an Assistant Secretary, shall act as
secretary of such meetings.  In case there be present neither the
Secretary nor an Assistant Secretary, a secretary may be appointed by
the chairman of the meeting.

     Section 7.  Inspectors and Tellers.  An appropriate number of
inspectors and tellers for any meeting of the shareholders may be
appointed by or pursuant to the direction of the Board of Directors. 
Inspectors and tellers so appointed will open and close the polls,
will receive and take charge of proxies and ballots and will decide
all questions as to the qualifications of voters, validity of proxies
and ballots and the number of votes properly cast.

                              ARTICLE IV

                              Directors

     Section 1.  General Powers.  The business and the affairs of the
Corporation shall be managed under the direction of the Board of
Directors, and, except as expressly provided by law, the Articles of
Incorporation or these bylaws, all of the powers of the Corporation
shall be vested in such Board of Directors.

     Section 2.  Number and Election of Directors.  The number of
Directors constituting the Board of Directors shall be nine (9), who
shall be divided into three classes, Class I, Class II and Class III,
as nearly equal in number as possible.  Directors of each class shall
be elected by the shareholders to serve for the terms specified in the
Articles of Incorporation and, unless sooner removed in accordance
with the Articles of Incorporation and applicable law, shall serve
until their respective successors are duly elected and qualified.  The
Board of Directors may increase the number of Directors by two (2)
during any twelve month period and may decrease the number of
Directors by thirty (30) percent or less of the number of Directors
last elected by the shareholders.  Any vacancy, including a vacancy
resulting from an increase in the number of Directors as specified
above, may be filled by the affirmative vote of a majority of the
remaining Directors, though less than a quorum of the Board of
Directors, and Directors so chosen shall hold office until the next
meeting of the shareholders at which Directors are elected.  At such
meeting of the shareholders, the shareholders shall elect a Director
to fill the vacancy, and the newly elected Director shall hold office
for a term expiring at the annual meeting of the shareholders at which
the term of the class to which he has been elected expires.

     Subject to any rights of holders of preferred shares, only
persons who are nominated in accordance with the procedures set forth
in this Article IV(2) shall be eligible for election as Directors. 
Notice of nominations made by shareholders entitled to vote for the
election of Directors shall be received in writing by the Secretary
not less than fifty (50) nor more than seventy-five (75) days before
the first anniversary of the date of the Corporation's proxy statement
in connection with the last meeting of shareholders called for the
election of Directors.  Each notice shall set forth (I) the name, age,
business address and, if known, residence address of each nominee
proposed in such notice, (ii) the principal occupation or employment
of each such nominee, and (iii) the number of capital shares of the
Corporation beneficially owned by each such nominee.  The Secretary
shall deliver all such notices to the Corporation's Nominating
Committee, or such other committee as may be appointed by the Board of
Directors from time to time for such purpose, for review.  The
Nominating Committee shall thereafter make its recommendation with
respect to nominees to the Board of Directors.  The chairman of any
meeting of shareholders called for the election of Directors may, if
the facts warrant, determine that a nomination was not made in
accordance with the foregoing procedures, and if he should so
determine, he shall so declare to the meeting and the defective
nomination shall be disregarded.

     Section 3.  Annual Meeting.  A regular annual meeting of the
Board of Directors shall be held following the adjournment of the
annual meeting of the shareholders at such place as the Board of
Directors may designate.  The regular annual meeting of the Board of
Directors then just elected by the shareholders shall be held for the
election of officers of the Corporation and the transaction of all
other business as shall come before the said meeting.

     Section 4.  Special Meetings.  Special meetings of the Board of
Directors may be called at any time by the Chairman of the Board of
Directors, the President or by any two members of the Board of
Directors on such date and at such time and place as may be designated
in such call, or may be held on any date and at any time and place
without notice by the unanimous written consent of all the members or
by the presence of all of the members at such meeting.  

     Section 5.  Notice of Meetings.   Notice of the time and place of
every meeting of the Board of Directors shall be mailed, telephoned or
transmitted by any other means of telecommunication by or at the
direction of the Secretary or other officer of the Corporation to each
Director at his last known address not less than twenty-four (24)
hours before such meeting, provided that notice need not be given of
the annual meeting or of regular meetings held at times and places
fixed by resolution of the Board of Directors.  Such notice need not
describe the purpose of a special meeting.  Meetings may be held at
any time without notice if all the Directors waive such notice, by
attendance at the meeting or otherwise, in accordance with law.

     Section 6.  Quorum; Presence at Meeting.   A quorum at any
meeting of the Board of Directors shall consist of a majority of the
number of Directors fixed from time to time in these bylaws.  Members
of the Board of Directors may participate in any meeting of the Board
of Directors by means of a conference telephone or similar
communications equipment whereby all persons participating in the
meeting may simultaneously hear each other, and participation by such
means shall be deemed to constitute presence in person at such
meeting. 
     Section 7.  Voting.  If a quorum is present when a vote is taken,
the affirmative vote of a majority of Directors present is the act of
the Board of Directors, unless the Articles of Incorporation or these
bylaws require the vote of a greater number of Directors.  A Director
who is present at a meeting of the Board of Directors or any committee
thereof when corporate action is taken is deemed to have assented to
the action unless (I) he objects at the beginning of the meeting, or
promptly upon his arrival, to holding it or transacting specified
business at the meeting, or (ii) he votes against, or abstains from,
the action taken.  

     Section 8.  Compensation of Directors.  Directors, as such, shall
not receive any stated salary for their services, except that, by
resolution of the Board of Directors, Directors may be paid (I) a
retainer in an amount determined by the Board of Directors for their
services as such, (ii) an additional retainer in an amount determined
by the Board of Directors for their services as Chairman of the Board
of Directors or chairman of any special or standing committee of the
Board of Directors, and (iii) a fixed sum and expenses for attendance
at each regular, adjourned, or special meeting of the Board of
Directors or any special or standing committee thereof.  Nothing
herein contained shall be construed to preclude any Director from
serving the Corporation in any other capacity and receiving
compensation therefor. 

     Section 9.  Eligibility.  Except as hereinafter provided, no
person shall be elected or re-elected to the Board of Directors if at
the time of any proposed election or re-election he shall have
attained the age of 70 years; provided, however, that the foregoing
provision shall not apply to persons who were members of the Board of
Directors on January 1, 1966.  Any Director who (I) separates from
employment with the business or professional organization by which he
was principally employed as of the date of his most recent election or
re-election to the Board of Directors, or (ii) ceases to serve as an
officer in any of the capacities in which he served with such business
or professional organization as of the date of his most recent
election or re-election to the Board of Directors, shall be deemed to
have submitted his resignation as a Director effective upon such
separation from employment or cessation of service as an officer. 
Such resignation shall be considered by the Board of Directors at its
next regularly scheduled meeting.
     
                              ARTICLE V

                    Executive and Other Committees

     Section 1.  Creation of Executive Committee.  The Board of
Directors may, whenever it sees fit, by a majority vote of the number
of Directors fixed from time to time in these bylaws, designate an
Executive Committee which shall consist of three (3) or more
Directors, including the Chairman of the Board of Directors and the
President, provided that the President shall be a member of the
Executive Committee only if designated the Chief Executive Officer. 
The Chairman of the Board shall be the Chairman of the Executive
Committee.  The members of the Executive Committee shall serve until
their successors are designated by the Board of Directors or until
removed or until the Executive Committee is dissolved by a majority
vote of the number of Directors fixed from time to time in these
bylaws.

     Section 2.  Powers of Executive Committee.  Except as otherwise
provided by the Articles of Incorporation or these bylaws, the
Executive Committee, when the Board of Directors is not in session,
shall have all powers vested in the Board of Directors by law, by the
Articles of Incorporation or by these bylaws; provided, that the
Executive Committee shall not have the authority to take any action
that may not be delegated to a committee under the Virginia Stock
Corporation Act.  The Executive Committee shall report at the next
regular or special meeting of the Board of Directors on all action it
has taken since the last regular or special meeting of the Board of
Directors.

     Section 3.  Committee of Outside Directors.  The Directors who
are not employees or former employees of the Corporation ("Outside
Directors"), shall constitute the Committee of Outside Directors.  The
Committee of Outside Directors shall (a) evaluate the performance of
the Chairman of the Board and the Chief Executive Officer, (b)
recommend, when appropriate, a successor for the Chairman of the Board
and the Chief Executive Officer, (c) in consultation with the Chairman
of the Board, consider and make recommendations to the Board of
Directors for the election of the other officers of the Corporation
and (d) perform such other duties as may be delegated to the Committee
of Outside Directors by the Board of Directors.  The Committee of
Outside Directors shall at the annual meeting of the Board of
Directors elect from their number by a majority vote of the number of
Outside Directors a Chairman of the Committee of Outside Directors who
shall preside at meetings of the Committee of Outside Directors and
perform such other duties as may be assigned by the Committee of
Outside Directors.  No Director shall be elected Chairman of the
Committee of Outside Directors for more than three (3) consecutive
full terms, provided that a director shall be eligible for election as
Chairman if he has not served as Chairman during the immediately
preceding eleven (11) months.

     Section 4.  Audit Committee.  The Board of Directors, by
resolution adopted by a majority of the number of Directors fixed in
accordance with these bylaws, shall elect an Audit Committee which
shall consist of a Chairman and not less than two (2) Directors, all
of whom shall be Outside Directors.  The Audit Committee shall review
and discuss with the corporation's independent accountants the
financial records of the Corporation and report to the Board of
Directors with respect thereto, and shall perform such other duties as
may be assigned by the Board of Directors.  The Audit Committee shall
report regularly to the Board of Directors all action which it has
taken.    

     Section 5.  Executive Compensation Committee.  The Board of
Directors, by resolution adopted by a majority of the number of
Directors fixed in accordance with these bylaws, shall elect an
Executive Compensation Committee which shall consist of a Chairman and
not less than two (2) other members, all of whom shall be Outside
Directors.  The Executive Compensation Committee shall approve
officers' incentive awards and stock option grants, recommend to the
Board of Directors remuneration levels for executive officers, and
perform such other duties as may be assigned to it by the Board of
Directors.  The Executive Compensation Committee shall report
regularly to the Board of Directors all action which it has taken. 

     Section 6.  Nominating Committee.  The Board of Directors, by
resolution adopted by a majority of the number of Directors fixed in
accordance with these bylaws, shall elect a Nominating Committee which
shall consist of a Chairman and not less than two (2) other members,
all of whom shall be Outside Directors.  The Nominating committee
shall review annually  the attendance and performance of the
Directors, review the compensation of Directors and make
recommendations to the Board of Directors as to such compensation,
recommend nominees for election to the Board of Directors and perform
such other duties as may be assigned to it by the Board of Directors. 
The Nominating Committee shall report regularly to the Board of
Directors all action which it has taken. 

     Section 7.  Other Committees.  The Board of Directors, by
resolution adopted by a majority of the number of Directors fixed in
accordance with these bylaws, may establish such other standing or
special committees of the Board of Directors as it may deem advisable,
consisting of two (2) or more Directors.  The members, terms and
authority of such committees shall be set forth in the resolutions
establishing the same.

     Section 8.  Meetings.  Regular and special meetings of any
committee established pursuant to this Article may be called by the
Chairman of the Board, the President, the Chairman of the committee
involved or any two (2) members of the committee involved and held
subject to the same requirements with respect to date, time, place and
notice as are specified in these bylaws for regular and special
meetings of the Board of Directors.

     Section 9.  Quorum and Manner of Acting.  A quorum of the members
of any committee serving at the time of any meeting thereof for the
transaction of business at such meeting shall consist of (I) one-third
(but not fewer than two (2)) of such members in the case of any
committee other than the Executive Committee, and (ii) a majority of
such members in the case of the Executive Committee.  The action of a
majority of those members present at a committee meeting at which a
quorum is present shall constitute the act of the committee.

     Section 10.  Term of Office.  Members and the chairman of any
committee, excluding the Committee of Outside Directors, shall be
elected at the annual meeting of the Board of Directors and shall hold
office until the next annual meeting of the Board of Directors and
until their successors are elected by the Board of Directors, or until
such committee is dissolved by the Board of Directors.

     Section 11.  Resignation and Removal.  Any member of a committee
may resign at any time by giving written notice of his intention to do
so to the Chairman of the Board or the Secretary, or may be removed,
with or without cause, at any time by such vote of the Board of
Directors or, in the case of the Committee of Outside Directors, by
such vote of the Committee as would suffice for his election.

     Section 12.  Vacancies.  Any vacancy occurring in a committee
resulting from any cause whatever may be filled by a vote of a
majority of the number of Directors fixed by these bylaws.  

                             ARTICLE VI
                                  
                              Officers
                                  
     Section 1.  Required Officers.   The officers of the Corporation
shall be a Chairman of the Board, a President and a Secretary,
together with such other officers, including one or more Vice
Presidents (whose seniority and titles may be specified by the Board
of Directors) and a Treasurer, as may be elected from time to time by
the Board of Directors.  Any two or more offices may be held by the
same person. 

     Section 2.  Election of Officers; Compensation.  The officers of
the Corporation shall be elected by the Board of Directors and shall
hold office until the next annual meeting of the Board of Directors
and until their successors are duly elected and qualified; provided,
however, that any officer may be removed and the resulting vacancy
filled at any time, with or without cause, by the Board of Directors. 
The salaries or compensation of all officers of the Corporation shall
be fixed by or pursuant to the direction of the Board of Directors.

     Section 3.  Chairman of the Board.  The Chairman of the Board
shall preside at all meetings of the shareholders, Directors and the
Executive Committee and shall have such other powers as may be
conferred upon him by the Board of Directors.  If the Chairman of the
Board is not the Chief Executive Officer, he shall, in the absence of
or inability of the Chief Executive Officer to act, be the Acting
Chief Executive Officer until such time as another person is
designated by the Board of Directors as Chief Executive Officer or
Acting Chief Executive Officer.  He may sign and execute in the name
of the Corporation share certificates, deeds, mortgages, bonds,
contracts or other instruments except in cases where the signing and
the execution thereof shall be expressly and exclusively delegated by
the Board of Directors or by these bylaws to some other officer or
agent of the Corporation or shall be required by law otherwise to be
signed or executed.  

     Section 4.  President.  The President shall perform such duties
as shall be required of him by the Chairman of the Board or the Board
of Directors.  If the President is not the Chief Executive Officer, he
shall, in the absence of or inability of the Chief Executive Officer
to act, be the Acting Chief Executive Officer until such time as
another person is designated by the Board of Directors as Chief
Executive Officer or Acting Chief Executive Officer.  He may sign and
execute in the name of the Corporation share certificates, deeds,
mortgages, bonds, contracts or other instruments except in cases where
the signing and the execution thereof shall be expressly and
exclusively delegated by the Board of Directors or by these bylaws to
some other officer or agent of the Corporation or shall be required by
law otherwise to be signed or executed.           

     Section 5.  Chief Executive Officer.  The Board of Directors
shall designate one of the officers of the Corporation as the Chief
Executive Officer of the Corporation.  The Chief Executive Officer
shall be primarily responsible for the implementation of policies of
the Board of Directors.  He shall have authority over the general
management and direction of the business and operations of the
Corporation and its divisions, if any, subject only to the ultimate
authority of the Board of Directors     

     Section 6.  Vice Presidents.  The Vice Presidents shall perform
such duties as shall be required of them by the Chairman of the Board,
the President or the Board of Directors.  Any Vice President may sign
and execute in the name of the Corporation deeds, mortgages, bonds,
contracts or other instruments authorized by the Board of Directors,
except where the signing and execution of such documents shall be
expressly and exclusively delegated by the Board of Directors, the
Chairman of the Board or the President to some other officer or agent
of the Corporation or shall be required by law or otherwise to be
signed or executed.

     Section 7.  Secretary.  The Secretary shall prepare and maintain
custody of the minutes of all meetings of the Board of Directors and
stockholders of the Corporation.  When requested, he shall also act as
secretary of the meetings of the committees of the Board of Directors. 
He shall see that all notices required to be given by the Corporation
are duly given and served; he shall have custody of all deeds, leases,
contracts and other important corporate documents; he shall have
charge of the books, records and papers of the Corporation relating to
its organization and management as a Corporation; and he shall in
general perform all the duties incident to the office of Secretary and
such other duties as from time to time may be assigned to him by the
Chairman of the Board, the President or the Board of Directors.  An
Assistant Secretary may exercise any of the functions or perform any
of the duties of the Secretary.

     Section 8.  Treasurer.  The Treasurer shall have custody of the
moneys and securities of the Corporation, shall sign or countersign
such instruments as require his signature and shall perform such other
duties as may be incident to his office or are properly required of
him by the Chairman of the Board, the President, or the Board of
Directors.  An Assistant Treasurer may exercise any of the functions
or perform any of the duties of the Treasurer.

                             ARTICLE VII

                 Limit on Liability; Indemnification

          Section 1.  Definitions.  In this Article:

     "applicant" means the person seeking indemnification pursuant to
     this Article;

     "expenses" includes counsel fees;

     "liability" means the obligation to pay a judgment, settlement,
     penalty, fine, including any excise tax assessed with respect to
     an employee benefit plan, or reasonable expenses incurred with
     respect to a proceeding;

     "party" includes an individual who was, is or is threatened to be
     made a named defendant or respondent in a proceeding; and

     "proceeding" means any threatened, pending or completed action,
     suit or proceeding,
     whether civil, criminal, administrative or investigative and
whether formal or informal.

     Section 2.  Limitation on Liability.  To the full extent that the
Virginia Stock Corporation Act, as it exists on the date hereof or may
hereafter be amended, permits the limitation or elimination of the
liability of Directors and officers, no Director or officer of the
Corporation shall be liable to the Corporation or its shareholders for
monetary damages with respect to any transaction, occurrence or course
of conduct, whether prior or subsequent to the effective date of this
Article.

     Section 3.  Indemnification.  The Corporation shall indemnify (a)
any person who was or is a party to any proceeding, including a
proceeding brought by or in the right of the Corporation, by reason of
the fact that he is or was a Director or officer of the Corporation,
and (b) any Director or officer of the Corporation who is or was
serving at the request of the Corporation as a director, trustee,
partner or officer of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, against any
liability incurred by him in connection with such proceeding unless he
engaged in willful misconduct or a knowing violation of the criminal
law.  A person is considered to be serving an employee benefit plan at
the Corporation's request if his duties to the Corporation also impose
duties on, or otherwise involve services by, him to the plan or to
participants in or beneficiaries of the plan.  The Board of Directors
is hereby empowered, by a majority vote of a quorum of disinterested
Directors, to enter into a contract to indemnify any Director or
officer in respect of any proceeding arising from any act or omission,
whether occurring before or after the execution of such contract.

     Section 4.  Application; Amendment.  The provisions of this
Article shall be applicable to all proceedings commenced after the
adoption hereof by the shareholders of the Corporation, arising from
any act or omission, whether occurring before or after such adoption. 
No amendment or repeal of this Article shall have any effect on the
rights provided under this Article with respect to any act or omission
occurring prior to such amendment or repeal.  The Corporation shall
promptly take all such actions, and make all such determinations, as
shall be necessary or appropriate to comply with its obligation to
make any indemnity under this Article and shall promptly pay or
reimburse all reasonable expenses, including attorneys' fees, incurred
by any Director or officer in connection with such actions and
determinations or proceedings of any kind arising therefrom.

     Section 5.  Termination of Proceeding.  The termination of any
proceeding by judgment, order, settlement, conviction or upon a plea
of nolo contendere or its equivalent, shall not of itself create a
presumption that the applicant engaged in willful misconduct or a
knowing violation of the criminal law.

     Section 6.  Determination of Availability.  Any indemnification
under Section (3) of this Article (unless ordered by a court) shall be
made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the applicant is proper in the
circumstances because he did not engage in willful misconduct or a
knowing violation of the criminal law.  The determination shall be
made:

     (a)  by the Board of Directors by a majority vote of a quorum
consisting of Directors not at the time parties to the proceeding;

     (b)  if a quorum cannot be obtained under subsection (a) of this
section, by majority vote of a committee duly designated by the Board
of Directors (in which designation Directors who are parties may
participate), consisting solely of two or more Directors not at the
time parties to the proceeding;

     (c)  by special legal counsel:
         (I)  selected by the Board of Directors or its committee in
    the manner prescribed in subsection (a) or (b) of this section;
    or
                     (ii)  if a quorum of the Board of Directors cannot be
         obtained under subsection (a) of this section and a
         committee cannot be designated under subsection (b) of this
         subsection, selected by majority vote of the full Board of
         Directors, in which selection Directors who are parties may
         participate; or
         (d)  by the shareholders, but shares owned by or voted under
the control of Directors who are at the time parties to the proceeding
may not be voted on the determination.

  Any evaluation as to the reasonableness of expenses shall be made
in the same manner as the determination that indemnification is
permissible, except that if the determination is made by special legal
counsel, such evaluation as to reasonableness of expenses shall be
made by those entitled under subsection (c) of this section to select
counsel.

  Notwithstanding the foregoing, in the event there has been a
change in the composition of a majority of the Board of Directors
after the date of the alleged act or omission with respect to which
indemnification is claimed, any determination as to indemnification
and advancement of expenses with respect to any claim for
indemnification made pursuant to this Article shall be made by special
legal counsel agreed upon by the Board of Directors and the applicant. 
If the Board of Directors and the applicant are unable to agree upon
such special legal counsel, the Board of Directors and the applicant
each shall select a nominee, and the nominees shall select such
special legal counsel.

    Section 7.  Advances.  (a)  The Corporation may pay for or
reimburse the reasonable expenses incurred by any applicant who is a
party to a proceeding in advance of final disposition of the
proceeding or the making of any determination under Section (6) if:
    (I)  the applicant furnishes the Corporation a written
    statement of his good faith belief that he has met the standard
    of conduct described in Section (3); and
                     (ii)  the applicant furnishes the Corporation a
    written undertaking, executed personally or on his behalf, to
    repay the advance if it is ultimately determined that he did
    not meet such standard of conduct.

  Section 8.  Indemnification of Others.  The Board of Directors of
Directors is hereby empowered, by majority vote of a quorum of
disinterested Directors, to cause the Corporation to indemnify or
contract to indemnify any person not specified in Section (3) of this
Article who was, is or may become a party to any proceeding, by reason
of the fact that he is or was an employee or agent of the Corporation,
or is or was serving at the request of the Corporation as director,
officer, employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, to the same
extent as if such person were specified as one to whom indemnification
is granted in Section (3).  The provisions of Sections (4) through (7)
of this Article shall be applicable to any indemnification provided
hereafter pursuant to this Section (8).

  Section 9.  Insurance.  The Corporation may purchase and maintain
insurance to indemnify it against the whole or any portion of the
liability assumed by it in accordance with this Article and may also
procure insurance, in such amounts as the Board of Directors may
determine, on behalf of any person who is or was a Director, officer,
employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, against any liability asserted
against or incurred by him in any such capacity or arising from his
status as such, whether or not the Corporation would have power to
indemnify him against such liability under the provisions of this
Article.

  Section 10.  Further Indemnity.  Every reference herein to
Directors, officers, employees and agents shall include former
Directors, officers, employees and agents and their respective heirs,
executors and administrators.  The indemnification hereby provided and
provided hereafter pursuant to the power hereby conferred on the Board
of Directors shall not be exclusive of any other rights to which any
person may be entitled, including any right under policies of
insurance that may be purchased and maintained by the Corporation or
others, with respect to claims, issues or matters in relation to which
the Corporation would not have the power to indemnify such person
under the provisions of this Article.  Such rights shall not prevent
or restrict the power of the Corporation to make or provide for any
further indemnity, or provisions for determining entitlement to
indemnity, pursuant to one or more indemnification agreements, bylaws,
or other arrangements (including, without limitation, creation of
trust funds or security interests funded by letters of credit or other
means) approved by the Board of Directors (whether or not any of the
Directors of the Corporation shall be a party to or beneficiary of any
such agreements, bylaws or arrangements); provided, however, that any
provision of such agreements, bylaws or other arrangements shall not
be effective if and to the extent that it is determined to be contrary
to this Article or applicable laws of the Commonwealth of Virginia.

  Section 11.  Further Board Action.  Any other provision of this
Article notwithstanding, the Board of Directors shall be empowered to
amend this Article from time to time, to the extent permitted by then
applicable law, to limit, eliminate or extend the rights provided
hereunder, provided that no such amendment shall limit or reduce the
rights provided under this article with respect to any act or omission
occurring prior to such amendment.

  Section 12.  Severability.  Each provision of this Article shall
be severable, and an adverse determination as to any such provision
shall in no way affect the validity of any other provision.

                             ARTICLE VIII

                           Emergency Bylaws

  The emergency bylaws provided in this Article shall be operative
during any emergency, notwithstanding any different provision in the
preceding Articles of these bylaws, in the Articles of Incorporation
or in the Virginia Stock Corporation Act (other than those provisions
relating to emergency bylaws).  An emergency exists if a quorum of the
Board of Directors cannot readily be assembled because of some
catastrophic event.  To the extent not inconsistent with these
emergency bylaws, the bylaws provided in the preceding Articles shall
remain in effect during such emergency.  Upon the termination of such
emergency, the emergency bylaws shall cease to be operative unless and
until another such emergency shall occur.

  During any such emergency:
    (a)  Any meeting of the Board of Directors may be called by any
officer of the Corporation or by any Director.  The notice thereof
shall specify the date, time and place of the meeting.  To the extent
feasible, notice shall be given in accord with Article IV, Section (5)
above, but notice may be given only to such of the Directors as it may
be feasible to reach at the time, by such means as may be feasible at
the time, including publication or radio, and at a time less then
twenty-four (24) hours before the meeting if deemed necessary by the
person giving notice.  Notice shall be similarly given, to the extent
feasible, to the other persons referred to in Subsection (b) below.

    (b)  At any meeting of the Board of Directors, a quorum shall
consist of a majority of the number of Directors fixed at the time in
accordance with Article IV, Section (6) of these bylaws.  If the
Directors present at any particular meeting shall be fewer than the
number required for such quorum, other persons present as referred to
below to the number necessary to make up such quorum shall be deemed
Directors for such particular meeting as determined by the following
provisions and in the following order of priority:
    (I)  the President, if not already serving as a Director;
    (ii)  Vice Presidents not already serving as Directors, first
  in the order of the seniority of their title as designated by the
  Board of Directors before the emergency, and then in the order of
  their seniority of first election to such offices; provided, that
  if two or more shall have the same seniority of title or shall
  have been first elected to such offices on the same day, then in
  the order of their seniority in age;
    (iii)  [reserved for future use]                                           
    (iv)  all other officers of the Corporation in the order of
  their seniority of first election to such offices, or if two or
  more shall have been first elected to such offices on the same
  day, then in the order of their seniority in age; and
    (v)  any other persons who are designated on a list that shall
  have been approved by the Board of Directors before the
  emergency, such persons to be taken in such order of priority and
  subject to such conditions as may be provided in the resolution
  approving the list.

    (c)  The Board of Directors, during as well as before any such
emergency, may provide, and from time to time modify, lines of
succession in the event that during such an emergency any or all
officers or agents of the Corporation shall for any reason be rendered
incapable of discharging their duties.

    (d)  The Board of Directors, during as well as before any such
emergency, may, effective in the emergency, change the principal
office, or designate several alternative offices, or authorize the
officers so to do.

    No officer, Director or employee shall be liable for action
taken in good faith in accordance with these emergency bylaws.

  These emergency bylaws shall be subject to repeal or change by
further action of the Board of Directors or by action of the
shareholders, except that no such repeal or change shall modify the
provisions of the next preceding paragraph with regard to action or
inaction prior to the time of such repeal or change.  Any such
amendment of these emergency bylaws may make any further or different
provisions that may be practical and necessary for the circumstances
of the emergency.

                              ARTICLE IX

                            Miscellaneous

  Section 1.  Voting of Shares.  Shares of any corporation which
this Corporation shall be entitled to vote may be voted, either in
person or by proxy, by this Corporation's Chairman of the Board or
President or by any other officer expressly authorized by this
Corporation's Board of Directors or Executive Committee, and each such
officer is authorized to give this Corporation's consent in writing to
any action of such corporation, and to execute waivers and take all
other necessary action on behalf of the Corporation with respect to
such shares.

  Section 2.  Seal.  The corporate seal of the Corporation shall
consist of a flat-faced circular die, of which there may be any number
of counterparts, on which there shall be engraved two concentric
circles between which is inscribed the name of the corporation, and in
the center the year of its organization and the words "corporate
seal".

  Section 3.  Amendments to Bylaws.  Unless proscribed by the
Articles of Incorporation, the Board of Directors of the Corporation
shall have the power to adopt and from time to time amend, alter,
change or repeal these bylaws with or without the approval of the
shareholders of the Corporation, but bylaws so made, amended, altered
or changed, may be further amended, altered, changed or repealed by
the shareholders.  The shareholders in adopting or amending a
particular bylaw may provide expressly that the Board of Directors may
not amend or repeal that bylaw.