Exhibit 3(b)
                                                          As amended 5/18/99

                                WELLMAN, INC.

                               RESTATED BY-LAWS



                                   ARTICLE I.

                                   OFFICES

   SECTION 1.01.  Registered Office.  The registered office of the
Corporation in the State of Delaware shall be at Corporation Trust Center,
1209 Orange Street in the City of Wilmington, County of New Castle.  The name
of the resident agent in charge thereof shall be The Corporation Trust
Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware.

   SECTION 1.02.  Other Offices.  The Corporation may also have an office in
Shrewsbury, New Jersey, and at such other place or places either within or
without the State of Delaware as the Board of Directors may from time to time
determine or the business of the Corporation require.

                                 ARTICLE 2.

                          MEETINGS OF STOCKHOLDERS

   SECTION 2.01.  Place of Meetings.  All meetings of the stockholders of the
Corporation shall be held at such place ether within or without the State of
Delaware as shall be fixed by the Board of Directors and specified in the
respective notices or waivers of notice of said meetings.

   SECTION 2.02.  Annual Meetings.  (a) The annual meeting of the
stockholders for the election of directors and for the transaction of such
other business as may come before the meeting shall be held at the principal
office of the Corporation in the State of Delaware, or such place as shall be
fixed by the Board of Directors, at ten o'clock in the forenoon, local time,
on the third Tuesday in May in each year, if not a legal holiday at the place
where such meeting is to be held, and if a legal holiday, then on the next
succeeding business day not a legal holiday at the same hour.  (b) In respect
of the annual meeting for any particular year the Board of Directors may, by
resolution fix a different day, time or place (either within or without the
State of Delaware) for the annual meeting.  (c) If the election of directors
shall not be held on the day designated herein or the day fixed by the Board,
as the case may be, for any annual meeting, or on the day of any adjourned
session thereof, the Board of Directors shall cause the election to be held
at a special meeting as soon thereafter as conveniently may be.  At such
special meeting the stockholders may elect the directors and transact other
business with the same force and effect as at an annual meeting duly called
and held.

   SECTION 2.03  Special Meetings.  A special meeting of the stockholders for
any purpose or purposes may be called at any time by the President or by
order of the Board of Directors and must be called by the Secretary upon the
request in writing of any stockholder holding of record at least fifteen
percent of the outstanding shares of stock of the Corporation entitled to
vote at such meeting.

   SECTION 2.04.  Notice of Meetings.  (a) Except as otherwise required by
statute, notice of each annual or special meeting of the stockholders shall
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be given to each stockholder of record entitled to vote at such meeting not
less than ten days nor more than fifty days before the day on which the
meeting is to be held by delivering written notice thereof to him personally
or by mailing such notice, postage prepaid, addressed to him at his post-
office address last shown in the records of the Corporation or by
transmitting notice thereof to him at such address by telegraph, cable or any
other available method.  Every such notice shall state the time and place of
the meeting and, in case of a special meeting, shall state briefly the
purposes thereof.  (b) Notice of any meeting of stockholders shall not be
required to be given to any stockholder who shall attend such meeting in
person or by proxy or who shall in person or by attorney thereunto
authorized, waive such notice in writing or by telegraph, cable or any other
available method either before or after such meeting. N 0t    of any
adjourned meeting of the stockholders shall not be required to be given
except when expressly required by law.

   SECTION 2.05.  Quorum.  (a) At each meeting of the stockholders, except
where otherwise provided by statute, the Certificate of Incorporation or
these By-Laws, the holders of record of a majority of the issued and
outstanding shares of a stock of the Corporation entitled to vote at such
meeting, present in person or represented by proxy, shall constitute a quorum
for the transaction of business.  (b) In the absence of a quorum a majority
in interest of the stockholders of the Corporation entitled to vote, present
in person or represented by proxy or, in the absence of all such
stockholders, any officer entitled to preside at, or act as secretary of,
such meeting, shall have the power to adjourn the meeting from time to time,
until stockholders holding the requisite amount of stock shall be present or
represented.  At any such adjourned meeting at which a quorum shall be
present any business may be transacted which might have been transacted at
the meeting as originally called.

   SECTION 2.06.  Organization.  At each meeting of the stockholders the
President, any Vice President, or any other officer designated by the Board
of Directors, shall act as chairman, and the Secretary or an Assistant
Secretary of the Corporation, or in the absence of the Secretary and all
Assistant Secretaries, a person whom the chairman of such meeting shall
appoint shall act as secretary of the meeting and keep the minutes thereof.

   SECTION 2.07.  Voting.  (a)  Except as otherwise provided by law or by the
Certificate of Incorporation or these By-Laws, at every meeting of the
stockholders each stockholder shall be entitled to one vote, in person or by
proxy, for each share of capital stock of the Corporation registered in his
name on the books of the Corporation:

      (i)   on the date fixed pursuant to Section 9.03 of these By-Laws as
the record date for the determination of stockholders entitled to vote at
such meeting; or

      (ii)   if no such record date shall have been fixed, then the record
date shall be at the close of business on the day next preceding the day on
which notice of such meeting is given.

   (b)  Persons holding stock in a fiduciary capacity shall be entitled to
vote the shares so held.  In the case of stock held jointly by two or more
executors, administrators, guardians, conservators, trustees or other
fiduciaries, such fiduciaries may designate in writing one or more of their
number to present such stock and vote the shares so held, unless there is a
provision, to the contrary in the instrument, if any, defining their powers
and duties.  (c) Persons whose stock is pledged shall be entitled to vote

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thereon until such stock is transferred on the books of the Corporation to
the pledgee, and thereafter only the pledgee shall be entitled to vote.  (d)
Any stockholder entitled to vote may do so in person or by his proxy
appointed by an instrument in writing subscribed by such stockholder or by
his attorney thereunto authorized, or by a telegram, cable or any other
available method delivered to the secretary of the meeting; provided,
however, that no proxy shall be voted after three years from its date, unless
said proxy provides for a longer period.  (e) At all meetings of the
stockholders, all matters (except where other provision is made by law or by
the Certificate of Incorporation or these By-Laws) shall be decided by the
vote of a majority in interest of the stockholders entitled to vote thereon,
present in person or by proxy, at such meeting, a quorum being present.

   SECTION 2.08.  Inspectors.  The chairman of the meeting may at any time
appoint two or more inspectors to serve at a meeting of the stockholders.
Such inspectors shall decide upon the qualifications of voters, accept and
count the votes for and against the questions presented, report the results
of such votes, and subscribe and deliver to the secretary of the meeting a
certificate stating the number of shares of stock issued and outstanding and
entitled to vote thereon and the number of shares voted for and against the
questions presented.  The inspectors need not be stockholders of the
Corporation, and any director or officer of the Corporation may be an
inspector on any question other than a vote for or against his election to
any position with the Corporation or on any other question in which he may be
directly interested.  Before acting as herein provided each inspector shall
subscribe an oath faithfully to execute the duties of an inspector with
strict impartiality and according to the best of his ability.

   SECTION 2.09.  List of Stockholders.  (a) It shall be the duty of the
Secretary or other officer of the Corporation who shall have charge of its
stock ledger to prepare and make, or cause to be prepared and made, at least
ten days before every meeting of the stockholders, a complete list of the
stockholders entitled to vote thereat, arranged in alphabetical order and
showing the address of each stockholder and the number of shares registered
in the name of stockholder.  Such list shall be open during ordinary business
hours to the examination of any stockholder for any purpose germane to the
meeting for a period of at least ten days prior to the election, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting or, if not so specified, at the place
where the meeting is to be held.  (b) Such list shall be produced and kept at
the time and place of the meeting during the whole time thereof and may be
inspected by any stockholder who is present.  (c) Upon the willful neglect or
refusal of the directors to produce such list at any meeting for the election
of directors they shall be ineligible for election to any office at such
meeting.  (d) The stock ledger shall be conclusive evidence as to who are the
stockholders entitled to examine the stock ledger and the list of
stockholders required by this Section 2.09 or the books of the Corporation or
to vote in person or by proxy at any meeting of stockholders.

   SECTION 2.10.  Introduction of Business at a Meeting of Stockholders.  (a)
At an annual or special meeting of stockholders, only such business shall be
conducted, and only such proposals shall be acted upon, as shall have been
properly brought before an annual or special meeting of stockholders. To be
properly brought before an annual or special meeting of stockholders,
business must be (i) in the case of a special meeting, specified in the
notice of the special meeting (or any supplement thereto) given by the
officer of the Corporation calling such meeting or by or at the direction of
the Board, or (ii) in the case of an annual meeting, properly brought before
the meeting by or at the direction of the Board, or otherwise properly
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brought before the annual meeting by a stockholder. For business to be
properly brought before an annual meeting of stockholders 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 the Secretary of the Corporation, or mailed to and received at
the principal executive offices of the Corporation by the Secretary, not less
than 30 days prior to the date of the annual meeting; provided, however, that
if less than 40 days' notice or prior public disclosure of the date of the
annual meeting is given or made to stockholders, notice by the stockholder to
be timely must be so delivered or received not later than the close of
business on the 7th day following the earlier of (i) the day on which such
notice of the meeting was mailed, or (ii) the day on which such public
disclosure was made.

   (b) A stockholder's notice to the Secretary shall set forth as to each
matter the stockholder proposes to bring before an annual meeting of
stockholders (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 address, as they appear on the
Corporation's books, of the stockholder proposing such business and any other
stockholders known by such stockholder to be supporting such proposal, (iii)
the class and number of bares of the Corporation which are beneficially owned
by such stockholder on. the date of such stockholder's notice and by any
other stockholders known by such stockholder to be supporting such proposal
on the date of such stockholder's notice, and (iv) any material interest of
the stockholder in such proposal.

   (c) Notwithstanding anything in the By-laws to the contrary, no business
shall be conducted at a meeting of stockholders except in accordance with the
procedures set forth in this Section 2.10.  The chairman of the meeting
shall, if the facts warrant, determine and declare to the meeting that the
business was not properly brought before the meeting in accordance with the
procedures prescribed by the By-laws, 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 2.11.  Notwithstanding Section 2.07(e) of these By-laws, at all
meetings of the stockholders, any matter properly brought before the meeting
by a stockholder in accordance with Section 2.10 of these By-laws shall be
decided by the vote of a majority of the total quorum.  For purposes of the
foregoing, an abstention from voting on such a matter or a broker non-vote
shall have the same legal effect as a vote "against" the matter.

                                 ARTICLE 3.

                             BOARD OF DIRECTORS

   SECTION 3.01.  General Powers.  The business, property and affairs of the
Corporation shall be managed by the Board of Directors.

   SECTION 3.02.  Number, Qualifications and Term of Office.  (a) The number
of directors of the Corporation which shall constitute the whole Board of
Directors shall be such number, not less than one nor more than nine as from
time to time shall be fixed by the Board of Directors.  (b) A director need
not be a stockholder.  Each director shall hold office until the annual
meeting of the stockholders next following his election and until his
successor shall have been elected and shall qualify, or until his death, or
until he shall resign, or until he shall have been removed in the manner
hereinafter provided.

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   SECTION 3.03.  Election of Directors.  At each meeting of the stockholders
for the election of directors at which a quorum is present, the persons, not
exceeding the authorized number of directors, receiving the greatest number
of votes of the stockholders entitled to vote thereon, present in person or
by proxy, shall be the directors.  In the case of any increases in the number
of directors, the additional director or directors may be elected either at
the meeting of the Board of Directors or of the stockholders at which each
increase is voted, or at any subsequent annual, regular or special meeting of
the Board of Directors or stockholders.

   SECTION 3.04.  Quorum and Manner of Acting.  (a) Except as otherwise
provided by statute or by the Certificate of Incorporation, a majority of the
directors at the time in office shall constitute a quorum for the transaction
of business at any meeting and the affirmative action of a majority of the
directors present at any meeting at which a quorum is present shall be
required for the taking of any action by the Board of Directors.  (b) In the
event one or more of the directors shall be disqualified to vote at such
meeting, then the required quorum shall be reduced by one for each such
director so disqualified; provided, however, that in no event shall the
quorum as adjusted be less than one third of the total number of directors.
(c) In the absence of a quorum at any meeting of the Board such meeting need
not be held; or a majority of the directors present thereat or, if no
director be present, the Secretary may adjourn such meeting from time to time
until a quorum shall be present.  Notice of any adjourned meeting need not be
given.

   SECTION 3.05.  Offices, Place of Meeting and Records.  The Board of
Directors may hold meetings, have an office or offices and keep the books and
records of the Corporation at such place or places within or without the
State of Delaware as the Board may from time to time determine.  The place of
meeting shall be specified or fixed in the respective notices or waivers of
notice thereof, except where otherwise provided by statute, by the
Certificate of Incorporation or these By-Laws.

   SECTION 3.06.  Annual Meeting.  The Board of Directors shall meet for the
purpose of organization, the election of officers and the transaction of
other business, as soon as practicable following each annual election of
directors.  Such meeting shall be called and held at the place and time
specified in the notice or waiver of notice thereof as in the case of a
special meeting of the Board of Directors.

   SECTION 3.07.  Regular Meetings.  Regular meetings of the Board of
Directors shall be held at such places and at such times as the Board shall
from time to time by resolution determine.  If any day fixed for a regular
meeting shall be a legal holiday at the place where the meeting is to be
held, then the meeting which would otherwise be held on that day shall be
held at said place at the same hour on the next succeeding business day.
Notice of regular meetings need not be given.

   SECTION 3.08.  Special Meetings; Notice.  Special meetings of the Board of
Directors shall be held whenever called by the President or by any two of the
directors.  Notice of each such meeting shall be mailed to each director,
addressed to him at his residence or usual place of business, at least two
days before the day on which the meeting is to be held, or shall be sent to
him at his residence or at such place of business by telegraph, cable or
other available means, or shall be delivered personally or by telephone, not
later than one day before the day on which the meeting is to be held.  Each
such notice shall state the time and place of the meeting but need not state


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the purposes thereof except as otherwise herein expressly provided.  Notice
of any such meeting need not be given to any director, however, if waived by
him in writing or by telegraph, cable or any other available method, whether
before or after such meeting shall be held, or if he shall be present at such
meeting.

   SECTION 3.09.  Organization.  At each meeting of the Board of Directors
the President or, in his absence, a director chosen by a majority of the
directors present, shall act as chairman.  The Secretary or, in his absence
an Assistant Secretary or, in the absence of the Secretary and all Assistant
Secretaries, a person whom the chairman of such meeting shall appoint shall,
act as secretary of such meeting and keep the minutes thereof.

   SECTION 3.10.  Order of Business.  At all meetings of the Board of
Directors business shall be transacted in the order determined by the Board.

   SECTION 3.11.  Removal of Directors.  Except as otherwise provided in the
Certificate of Incorporation or in these By-Laws, any director may be
removed, either with or without cause, at any time, by the affirmative vote
of the holders of record of a majority of the issued and outstanding stock
entitled to vote for the election of directors of the Corporation given at a
special meeting of the stockholders called and held for the purpose; and the
vacancy in the Board caused by any such removal may be filled by such
stockholders at such meetings in the manner hereinafter provided or, if the
stockholders at such meeting shall fail to fill such vacancy, as in these By-
Laws provided.

   SECTION 3.12.  Resignation.  Any director of the Corporation may resign at
any time by giving written notice of his resignation to the Board of
Directors, the President, any Vice President or the Secretary of the
Corporation.  Such resignation shall take effect at the date of receipt of
such notice or at any later time specified therein; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary
to make it effective.

   SECTION 3.13.  Vacancies.  Any vacancy in the Board of Directors caused by
death, resignation, removal, disqualification, an increase in the number of
directors, or any other cause may be filled by majority action of the
remaining directors then in office, though less than a quorum, or by the
stockholders of the Corporation at the next annual meeting or any special
meeting called for the purpose, and each director so elected shall hold
office until the next annual election of directors and until his successor
shall be duly elected and qualified or until his death or until he shall
resign or shall have been removed in the manner herein provided.

   SECTION 3.14.  Compensation.  Each director, in consideration of his
serving as such, shall be entitled to receive from the Corporation such
amount per annum or such fees for attendance at directors' meetings, or both,
as the Board of Directors shall from time to time determine, together with
reimbursement for the reasonable expenses incurred by him in connection with
the performance of his duties; provided that nothing herein contained shall
be construed to preclude any director from serving the Corporation or its
subsidiaries in any other capacity and receiving proper compensation
therefor.






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                                  ARTICLE 4.

                                  COMMITTEES

   SECTION 4.01.  Executive Committee.  The Board of Directors may, by
resolution or resolutions passed by a majority of the whole Board, appoint an
Executive Committee to consist of not less than two nor more than five
members of the Board of Directors, including the President, and shall
designate one of the members as its chairman.  Notwithstanding any limitation
on the size of the Executive Committee, the Committee may invite members of
the Board to attend one at a time at its meetings.  For the purpose of the
meeting he so attends, the invited director shall be entitled to vote on
matters considered at such meeting and shall receive the Executive Committee
fee for such attendance.  At anytime one additional director may be invited
to an Executive Committee meeting in addition to the rotational invitee and
in such case such additional invitee shall also be entitled to vote on
matters considered at such meeting and shall receive the Executive  Committee
fee for such attendance.

   Each member of the Executive Committee shall hold office, so long as he
shall remain a director, until the first meeting of the Board of Directors
held after the next annual meeting of the Board of Directors held after the
next annual election of directors and until his successor is duly appointed
and qualified.  The chairman of the Executive Committee or, in his absence, a
member of the Committee chosen by a majority of the members present shall
preside at meetings of the Executive Committee and the Secretary or an
Assistant Secretary of the Corporation, or such other person as the Executive
Committee shall from time to time determine, shall act as secretary of the
Executive Committee.

   The Board of Directors, by action of the majority of the whole Board,
shall fill vacancies in the Executive Committee.

   SECTION 4.02.  Powers.  During the intervals between the meetings of the
Board of Directors, the Executive Committee shall have and may exercise all
of the powers of the Board of Directors in all cases in which specific
directions shall not have been given by the Board of Directors.

   SECTION 4.03.  Procedure; Meetings; Quorum.  The Executive Committee shall
fix its own rules of procedure subject to the approval of the Board of
Directors, and shall meet at such times and at such place or places as may be
provided by such rules.  At every meeting of the Executive Committee the
presence of a majority of all the members shall be necessary to constitute a
quorum and the affirmative vote of a majority of the members present shall be
necessary for the adoption by it of any resolution.  In the absence of a
quorum at any meeting of the Executive Committee such meeting need not be
held, or a majority of the members present thereat or, if no members be
present, the secretary of the meeting may adjourn such meeting from time to
time until a quorum be present.

   SECTION 4.04.  Compensation.  Each member of the Executive Committee shall
be entitled to receive from the Corporation such fee, if any, as shall be
fixed by the Board of Directors, together with reimbursement for the
reasonable expenses incurred by him in connection with the performance of his
duties.

   SECTION 4.05.  Other Board Committees.  The Board of Directors may from
time to time, by resolution passed by a majority of the whole Board,

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designate one or more committees in addition to the Executive Committee, each
committee to consist of two or more of the directors of the Corporation. Any
such committee, to the extent provided in the resolution or in the By-Laws of
the Corporation, shall have and may exercise the powers of the Board of
Directors in the management of the business and affairs of the Corporation.

   A majority of all the members of any such committee may determine its
action and fix the time and place of its meetings, unless the Board of
Directors shall otherwise provide.  The Board of Directors shall have power
to change the members of any committee at any time, to fill vacancies and to
discharge any such committee, either with or without cause, at any time.

   SECTION 4.06.  Alternates.  The President may designate one or more
directors as alternate members of any committee who may act in the place and
stead of members who temporarily cannot attend any such meeting.

   SECTION 4.07.  Additional Committees.  The Board of Directors may from
time to time create such additional committees of directors, officers,
employees or other persons designated by it (or any combination of such
persons) for the purpose of advising the Board, the Executive Committee and
the officers and employees of the Corporation in all such matters as the
Board shall deem advisable and with such functions and duties as the Board
shall by resolutions prescribe.

   A majority of all the members of any such committee may determine its
action and fix the time and place of its meetings, unless the Board of
Directors shall otherwise provide.  The Board of Directors shall have the
power to change the Members of any committee at any time, to fill vacancies
and to discharge any such committee, either with or without cause, at any
time.


                                  ARTICLE 5.

                               ACTION BY CONSENT

   SECTION 5.01.  Consent by Directors.  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 prior to such action a written consent
thereto is signed by all members of the Board or of such committee, as the
case may be, and such written consent is filed with the minutes of the
proceedings of the Board or such committee.

   SECTION 5.02.  Consent by Stockholders.  Any action required or permitted
to be taken at any meeting of the stockholders may be taken without a meeting
upon the written consent of the holders. of shares of stock entitled to vote
who hold the number of shares which in the aggregate are at least equal to
the percentage of the total vote required by statute or the Certificate of
Incorporation or these By-Laws for the proposed corporate action.

                                  ARTICLE 6.

                                   OFFICERS

   SECTION 6.01.  Number.  The principal officers of the Corporation shall be
a President, Chief Executive Officer, Chief Operating Officer, Chief
Financial Officer, one or more Vice Presidents (the number thereof and
variations in title to be determined by the Board of Directors), a Treasurer
and a Secretary.

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   SECTION 6.02.  Election, Qualifications and Term of Office.  Each officer
of the Corporation, except such officers as may be appointed in accordance
with the provisions of Section 6.03, shall be elected annually by the Board
of Directors and shall hold office until his successor shall have been duly
elected and qualified, or until his death, or until he shall have resigned or
shall have been removed in the manner herein provided.  The Chairman of the
Board and the President shall be and remain directors.

   SECTION 6.03.  Other Officers.  The Corporation may have such other
officers, agents, and employees as the Board of Directors may deem necessary,
including a Controller, one or more assistant Controllers, one or more
Assistant Treasurers and one or more Assistant Secretaries, each of whom
shall hold office for such period, have such authority, and perform such
duties as the Board of Directors or the President may from time to time
determine.  The Board of Directors may delegate to any principal officer the
power to appoint or remove any such subordinate officers, agents, or
employees.

   SECTION 6.04.  Removal.  Any officer may be removed, either with or
without cause, by the vote of a majority of the whole Board of Directors or,
except in case of any officer elected by the Board of Directors, by any
committee of officers upon whom the power of removal may be conferred by the
Board of Directors.

   SECTION 6.05.  Resignation.  Any officer may resign at any time by giving
written notice to the Board of Directors or the President.  Any such
resignation shall take effect at the date of receipt of such notice or at any
later time specified therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

   SECTION 6.06.  Vacancies.  A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled for
the unexpired portion of the term in the manner prescribed in these By-Laws
for regular election or appointment to such office.

   SECTION 6.07.  Chief Executive Officer.  The Chief Executive Officer shall
preside at all meetings of the Board of Directors.  Subject to definition by
the Board of Directors, he shall have general executive powers and such
specific powers and duties as from time to time may be conferred upon or
assigned to him by the Board of Directors.

   SECTION 6.08.  President.  Subject to the powers of the Chief Executive
Officer, the President shall have general executive powers and shall perform
such duties as from time to time may be conferred upon or assigned to him by
the Board of Directors or the Chief Executive Officer.  In the absence of the
Chief Executive Officer, the President shall preside at meetings of the Board
of Directors.

   SECTION 6.09.  Chief Operating Officer.  Subject to the powers of the
Chief Executive Officer and the President, the Chief Operating Officer shall
have general executive powers, including operational authority over the
Corporation's divisions, and shall perform such duties as from time to time
may be conferred upon or assigned to him by the Chief Executive Officer or
the Board of Directors.

   SECTION 6.10.  Vice President.  Each Vice President shall have such powers
and perform such duties as the Board of Directors or the Executive Committee
may from time to time prescribe or as shall be assigned to him by the
President.

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   SECTION 6.11.  Chief Financial Officer.  The Chief Financial Officer shall
have charge and custody of, and be responsible for, all funds and securities
of the Corporation, and shall deposit all such funds to the credit of the
Corporation in such banks, trust companies or other depositories as shall be
selected in accordance with the provisions of these By-Laws; he shall
disburse the funds of the Corporation as may be ordered by the Board of
Directors or the Executive Committee, making proper vouchers for such
disbursements, and shall render to the Board of Directors or the
stockholders, whenever the Board may require him so to do, a statement of all
his transactions as Chief Financial Officer or the financial condition of the
Corporation; and, in general, he shall perform all the duties as from time to
time may be assigned to him by the Board of Directors, any committee of the
Board designated by it so to act or the President.

   SECTION 6.12.  Secretary.  The Secretary shall record or cause to be
recorded in books provided for the purpose the minutes of the meetings of the
stockholders, the Board of Directors, and all committees of which a secretary
shall not have been appointed; shall see that all notices are duly given in
accordance with the provisions of these By-Laws and as required by law; shall
be custodian of all corporate records (other than financial) and of the seal
of the Corporation and see that the seal is affixed to all documents the
execution of which on behalf of the Corporation under its seal is duly
authorized in accordance with the provisions of these By-Laws; shall keep, or
cause to be kept, the list of stockholders as required by Section 2.09, which
include the post-office addresses of the stockholders and the number of
shares held by them, respectively, and shall make or cause to be made, all
proper changes therein, shall see that the books, reports, statements,
certificates and all other documents and records required by law are properly
kept and filed; and, in general, shall perform all duties incident to the
office of Secretary and such other duties as may from time to time be
assigned to him by the Board of Directors, the Executive Committee or the
President.

   SECTION 6.13.  Treasurer.  The Treasurer shall have such powers and
perform such duties as the Board of Directors or the Executive Committee may
from time to time prescribe or shall be assigned to him by the President or
Chief Financial Officer.

   SECTION 6. 14.  Salaries.  The salaries of the principal officers of the
Corporation shall be fixed from time to time by the Board of Directors or a
special committee thereof, and none of such officers shall be prevented from
receiving a salary by reason of the fact that he is a director of the
Corporation.

                               ARTICLE 7.

                INDEMNIFICATION OF DIRECTORS AND OFFICERS

   (a)  Right to Indemnification.  Each person who was or is made a party, or
is threatened to be made a party to, or is involved in any threatened,
pending or completed action, suit or proceeding, whether criminal,
administrative or investigative, by reason of the fact that the person is the
legal representative, is or was a director or officer of the Corporation or
is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise, including service with respect to employee benefit
plans, whether the basis of such proceeding is alleged action in an official
capacity as a director, officer, employee or agent or in any other capacity
while serving as a director, officer, employee or agent, shall be indemnified

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and held harmless by the Corporation to the fullest extent authorized by the
Delaware General Corporation Law, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader indemnification rights
than said law permitted the Corporation to provide prior to such amendment)
against all expenses, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be
paid in settlement) reasonably incurred or suffered by such person in
connection therewith; provided, however, that the Corporation shall indemnify
any such person seeking indemnity in connection with any action, suit or
proceeding (or part thereof) initiated by such person only if such action,
suit or proceeding (or part thereof) was authorized by the Board of Directors
of the Corporation.  Such right shall be a contract right and shall include
the right to be paid by the Corporation expenses incurred in defending any
such proceeding in advance of its final disposition; provided, however, that,
if the Delaware General Corporation Law requires, the payment of such
expenses incurred by a director or officer in his or her capacity as a
director or officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer, including, without
limitation, service to an employee benefit plan) in advance of the final
disposition of such proceeding, shall be made only upon delivery to the
Corporation of an undertaking, by or on behalf of such director or officer,
to repay all amounts so advanced if it should be determined ultimately that
such director or officer is not entitled to be indemnified under this Article
or otherwise.

   (b)  Right of Claimant to Bring Suit.  If a claim under paragraph (a) is
not paid in full by the Corporation within ninety days after a written claim
has been received by the Corporation, the claimant may at any time thereafter
bring suit against the Corporation to recover the unpaid amount of the claim.
If successful in whole or in part in such suit, the claimant shall be
entitled to be paid also the expense of prosecuting such claim.  It shall be
a defense to any such action (other than an action brought to enforce a claim
for expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking has been tendered to the
Corporation) that the claimant has not met the standards of conduct which
make it permissible under the Delaware General Corporation Law for the
Corporation to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the Corporation.  Neither the failure of
the Corporation (including its Board of Directors, independent legal counsel,
or its stockholders) to have made a determination prior to the commencement
of such action that indemnification of the claimant is proper in the
circumstances because claimant has met the applicable standards of conduct
set forth in the Delaware General Corporation Law, nor an  actual
determination by the Corporation (including its Board of Directors,
independent legal counsel or its stockholders) that the claimant had not met
such applicable standards of conduct, shall be a defense to the action or
create a presumption that claimant had not met the applicable standards of
conduct.

   (c)  Non-Exclusivity of Rights.  The rights conferred on any person by
paragraphs (a) and (b) shall not be exclusive of any other right which such
person may have or hereafter acquire under any statute, provision of the
Corporation's Certificate of Incorporation, By-Laws, agreement, vote of
stockholders or disinterested directors or otherwise.

   (d)  Insurance.  The Corporation may maintain insurance, at its expense,
to protect itself and any such director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or

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other enterprise against any such expense, liability or loss, whether or not
the Corporation would have the power to indemnify such person against such
expense, liability or loss under the Delaware General Corporation Law.

                                  ARTICLE 8.

                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS. ETC.

   SECTION 8.01.  Execution of Contracts.  Unless the Board of Directors or
the Executive Committee shall otherwise determine, the Chief Executive
Officer, the President, the Chief Operating Officer, the Chief Financial
Officer, any Vice President or the Treasurer, and the Secretary or any
Assistant Secretary, may enter into any contract or execute any contract or
other instrument, the execution of which is not otherwise specifically
provided for, in the name and on behalf of the Corporation.  The Board of
Directors, or any committee designated thereby with power so to act, except
as otherwise provided in these By-Laws, may authorize any other or additional
officer or officers or agent or agents of the Corporation, and such authority
may be general or confined to specific instances.  Unless authorized so to do
by these By-Laws or by the Board of Directors or by any such committee, no
officer, agent or employee shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit or to
render it liable pecuniary for any purpose or to any amount.

   SECTION 8.02.  Loans.  No loan shall be contracted on behalf of the
Corporation, and no evidence of indebtedness shall be issued, endorsed or
accepted in its name, unless authorized by the Board of Directors or
Executive Committee or other committee designated by the Board to act.  Such
authority may be general or confined to specific instances.  When so
authorized, the officer or officers thereunto authorized may effect loans and
advances at any time for the Corporation from any bank, trust company or
other institution, or from any firm, corporation or individual, and for such
loans and advances may make, execute and deliver promissory notes or other
evidences of indebtedness of the Corporation, and, when authorized as
aforesaid, as security for the payment of any and all loans, advances,
indebtedness and liabilities of the Corporation, may mortgage, pledge,
hypothecate or transfer any real or personal property at any time owned or
held by the Corporation, and to that end execute instruments of mortgage or
pledge or otherwise transfer such property.

   SECTION 8.03.  Checks, Drafts, etc.  All checks, drafts, bills of exchange
or other orders for the payment of money, obligations, notes, or other
evidence of indebtedness, bills of lading, warehouse receipts and insurance
certificates of the Corporation, shall be signed or endorsed by such officer
or officers, agent or agents, attorney or attorneys, employee or employees,
of the Corporation as shall from time to time be determined by resolution of
the Board of Directors or Executive Committee or other committee designated
by the Board so to act.

   SECTION 8.04.  Deposits.  All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the
Corporation in such banks, trust companies or other depositories as the Board
of Directors or Executive Committee or other committee designated by the
Board so to act may from time to time designate, or as may be designated by
any officer or officers or agent or agents of the Corporation to whom such
power may be delegated by the Board of Directors or Executive Committee or
other committee designated by the Board so to act and, for the purpose of
such deposit and for the purposes of collection for the account of the
Corporation may be endorsed, assigned and delivered by any officer, agent or

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employee of the Corporation or in such other manner as may from time to time
be designated or determined by resolution of the Board of Directors or
Executive Committee or other committee designated by the Board so to act.

   SECTION 8.05.  Proxies in Respect of Securities of Other Corporations.
Unless otherwise provided by resolution adopted by the Board of Directors or
the Executive Committee or other committee so designated to act by the Board,
the President or any Vice President may from time to time appoint an attorney
or attorneys or agent or agents of the Corporation, in the name and on behalf
of the Corporation, to cast the votes which the Corporation may be entitled
to cast as the holder of stock or other securities in any other corporation,
association or trust any of whose stock or other securities may be held by
the Corporation, at meetings of the holders of the stock or other securities
of such other corporation, association or trust, or to consent in writing, in
the name of the Corporation as such holder, to any action by such other
corporation, association or  rust, and may instruct the person or persons so
appointed as to the manner. .of casting such votes or giving such consent,
and may execute or cause to be executed in the name and on behalf of the
Corporation and under its corporate seal, or otherwise, all such written
proxies or other instruments as he may deem necessary or proper in the
premises.

                                 ARTICLE 9.

                              BOOKS AND RECORDS

   SECTION 9.01.  Place.  The books and records of the Corporation may be
kept at such places within or without the State of Delaware as the Board of
Directors may from time to time determine.  The stock record books and the
blank stock certificate books shall be kept by the Secretary or by any other
officer or agent designated by the Board of Directors.

   SECTION 9.02.  Addresses of Stockholders.  Each stockholder shall furnish
to the Secretary of the Corporation or to the transfer agent of the
Corporation an address at which notices of meetings and all other corporate
notices may be served upon or mailed to him, and if any stockholder shall
fail to designate such address, corporate notices may be served upon him by
mail, postage prepaid, to him at his post-office address last known to the
Secretary or to the transfer agent of the Corporation or by transmitting a
notice thereof to him at such address by telegraph, cable or other available
method.

   SECTION 9.03.  Record Dates.  The Board of Directors may fix in advance a
date, not exceeding sixty days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the date for
the allotment of any rights, or the date when any change or conversion or
exchange of capital stock of the Corporation shall go into effect, or a date
in connection with obtaining such consent, as a record date for the
determination of the stockholders entitled to notice of, and to vote at, any
such meeting or any adjournment thereof, or entitled to receive payment of
any such dividend or to any such allotment of rights, or to exercise the
rights in respect of any change, conversion or exchange of capital stock of
the Corporation, or to give such consent, and in each such case such
stockholders and only such stockholders as shall be stockholders of record on
the date so fixed shall be entitled to notice of, or to vote at, such meeting
and any adjournment thereof, or to receive payment of such dividend, or to
receive such allotment of rights, or to exercise such rights or to give such
consent, as the case may be, notwithstanding any transfer of any stock on the
books of the Corporation after any such record date fixed as aforesaid.

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   SECTION 9.04.  Audit of Books and Accounts.  The books and accounts of the
Corporation shall be audited at least once in each fiscal year by certified
public accountants of good standing selected by the Board of Directors.

                                ARTICLE 10.

                          SHARES AND THEIR TRANSFER

   SECTION 10.01.  Certificates of Stock.  Every owner of stock of the
Corporation shall be entitled to have a certificate certifying the number of
shares owned by him in the Corporation and designating the class of stock to
which such shares belong, which shall otherwise be in such form as the Board
of Directors shall prescribe.  Every such certificate shall be signed by the
President or a Vice President, and the Treasurer or any Assistant Treasurer
or the Secretary or any Assistant Secretary of the Corporation; provided,
however, that where such certificate is signed or countersigned by a transfer
agent or registrar the signatures of such officers of the Corporation and the
seal of the Corporation may be in facsimile form.  In case any officer or
officers who shall have signed, or whose facsimile signature or signatures
shall have been used on, any such certificate or certificates shall cease to
be such officer or officers of the Corporation, whether because of death,
resignation or otherwise, before such certificate or certificates shall have
been delivered by the Corporation, such certificate or certificates may
nevertheless be issued and delivered by the Corporation as though the person
or persons who signed such certificate or whose facsimile signature or
signatures shall have been used thereof had not ceased to be such officer or
officers of the Corporation.

   SECTION 10.02.  Record.  A record shall be kept of the name of the person,
firm or corporation owning the stock represented by each certificate for
stock of the Corporation issued, the number of shares represented by each
such certificate, and the date thereof, and, in case of cancellation, the
date of cancellation.  The person in whose name shares of stock stand on the
books of the Corporation shall be deemed the owner thereof for all purposes
as regards the Corporation.

   SECTION 10.03.  Transfer of Stock.  Transfers of shares of the stock of
the Corporation shall be made only on the books of the Corporation by the
registered holder thereof, or by his attorney thereunto authorized, and on
the surrender of the certificate or certificates for such shares properly
endorsed.

   SECTION 10.04.  Transfer Agent and Registrar; Regulations. The Corporation
shall, if and whenever the Board of Directors or Executive Committee shall so
determine, maintain one or more transfer offices or agencies, each in charge
of a transfer agent designated by the Board of Directors, where the shares of
the capital stock of the Corporation shall be directly transferable, and also
if and whenever the Board of Directors shall so determine, maintain one or
more by the Board of Directors, where such shares of stock shall be
registered.  The Board of Directors may make such rules and regulations as it
may deem expedient, not inconsistent with these By-Laws, concerning the
issue, transfer and registration of certificates for shares of the capital
stock of the Corporation.

   SECTION 10.05.  Lost, Destroyed or Mutilated Certificates. In case of the
alleged loss or destruction or the mutilation of a certificate representing
capital stock of the Corporation, a new certificate may be issued in place
thereof, in the manner and upon such terms as the Board of Directors may
prescribe.

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                                  ARTICLE 11.

                                    SEAL

   The Board of Directors shall provide a corporate seal, which shall be in
the form of a circle and shall bear the name of the Corporation and the words
and figures "Incorporated 1985, Delaware.

                                 ARTICLE 12.

                                 FISCAL YEAR

   The fiscal year of the Corporation shall commence on the first day of
January, except as otherwise provided from time to time by the Board of
Directors.

                                 ARTICLE 13.

                              WAIVER OF NOTICE

   Whenever any notice whatever is required to be given by statute, these By-
Laws or the Certificate of Incorporation, a waiver thereof in writing, signed
by the person or persons entitled to said notice, whether before or after the
time stated therein, shall be deemed equivalent thereto.

                                  ARTICLE 14.

                                  AMENDMENTS

   These By-Laws may be altered, amended or repealed, in whole or in part,
and new By-Laws may be adopted, in whole or in part, by the affirmative vote
of a majority of the whole Board of Directors given at any meeting.  No
amendment may be made unless the By-Laws, as amended, is consistent with the
requirements of law and of the Certificate of Incorporation.


























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