Effective
December 19, 1997


                    BY-LAWS

                       OF

             LACLEDE STEEL COMPANY


                   ARTICLE I

                    Offices

          The general offices of the Company shall be in the City of St.
Louis, State of Missouri, unless the Board of Directors shall otherwise
determine.
                   ARTICLE II
             Stockholders Meetings
          Section 1.  Annual Meeting.  The annual meeting of the
stockholders of the Company for the election of Directors and for the
transaction of such other business as may properly come before the meeting shall
be held in each year on such date as shall be specified by the Board of
Directors, but, unless so specified, shall be held on the third Thursday in May
in each year if not a legal holiday and, if a legal holiday, then on the next
succeeding business day.  The annual meeting of stockholders shall be held at
the general offices of the Company in St. Louis, Missouri and shall be convened
at 9:00 a.m. unless the Board of Directors shall specify a different place at
which the meeting shall be held or a different hour at which the meeting shall
be convened.
          Section 2.  Special Meetings.  Special meetings of the
stockholders may be called by the President or by resolution of the Board of
Directors whenever deemed necessary.  In addition, special meetings of the
stockholders may be called upon the condition, by the person or persons and for
the purpose specified in Section 1 of Article III of these By-Laws.  The
business transacted at any special meeting of the stockholders shall be confined
to the purpose or purposes specified in the notice therefor and to matters
germane thereto.  Special meetings of the stockholders shall be held at the
general offices of the Company and shall be convened at 9:00 a.m. unless the
Board of Directors or the President or other person or persons, as the case may
be, calling the meeting shall specify a different place at which the meeting
shall be held or a different hour at which the meeting shall be convened.
          Section 3.  Notice.  Notice of each meeting of the stockholders
stating the place, the date and the hour of the meeting and, in the case of a
special meeting, the purpose or purposes for which the meeting is called shall
be mailed or caused to be mailed not less than ten days nor more than fifty days
before the date of the meeting by the Secretary at the direction of the
president or the Board of Directors or the person or persons calling the
meeting, to each stockholder of record entitled to vote at such meeting at his
address as it appears on the records of the Company.  Notice may be waived, and
the presence of any stockholder in person or by proxy at any meeting shall
constitute a waiver of notice of such meeting except where a stockholder attends
a meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened.
          Section 4.  Quorum.  A majority of the outstanding shares
entitled to vote at a meeting represented in person or by proxy shall constitute
a quorum at a meeting of the stockholders.  Every decision of a majority of the
shares present, in person or by proxy, entitled to vote, provided a quorum is
present, shall be valid as a corporate act unless by reason of the particular
nature of such action a different vote is required by law or by the Certificate
of Incorporation of the Company.
          Section 5.  Adjournment.  Any meeting of the stockholders may
adjourn from time to time until its business is completed.  In the absence of a
quorum, a majority of the shares represented in person or by proxy shall have
the right successively to adjourn the meeting to a specified date.  Any business
which may have been transacted at the meeting at which the adjournment is taken,
may be transacted at the adjourned meeting.  No notice need be given of an
adjourned meeting if the time and place thereof are announced at the meeting at
which the adjournment is taken, provided that if the adjournment is for more
than thirty (30) days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.
          Section 6.  Voting.  At all meetings of the stockholders each
outstanding share shall be entitled to one vote on each matter submitted to a
vote, but no share belonging to the Company shall be voted. In all elections for
Directors of the Company each stockholder shall be entitled to as many votes as
shall equal the number of votes which (except for this provision) he would be
entitled to cast for the election of Directors with respect to his shares of
stock multiplied by the number of Directors to be elected and he may cast all
such votes for a single Director or may distribute them among the number to be
voted for, or any two or more of them, as he may see fit.  A stockholder may
vote either in person or by proxy executed in writing by the stockholder or by
his attorney-in-fact.  No proxy shall be valid after three years from the date
of its execution unless otherwise provided in the proxy.
          Section 7 .  List of Stockholders.  At least ten (10) days
before each meeting of the stockholders the Secretary of the Company shall make
a complete list of the stockholders entitled to vote at such meeting, arranged
in alphabetical order, and showing the address of each stockholder and the
number of shares registered in the name of each stockholder.  Such list shall be
open to examination of any stockholder, for any purpose germane to the meeting
during ordinary business hours, for at least ten (10) days prior to the meeting
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.  Such list shall also be produced and kept at
the time and place of the meeting during the whole time thereof and may be
inspected by any stockholder who is present.
          Section 8.  Inspectors.  At any meeting of the stockholders at
which Directors are to be elected or vote of the stockholders is to be taken on
any proposition, the President or other person presiding at such meeting may
appoint not less than two persons, who are not Directors, inspectors to receive
and canvass the votes given at such meeting, and certify the results to him.  In
all cases where the right to vote upon any share or shares shall be questioned,
it shall be the duty of the inspectors, if any, or persons conducting the vote
to require the stock ledger of the Company as evidence of shares held and the
question shall be determined in accordance with said stock ledger.
          Section 9.  Presiding Officer.  The Chairman of the Board shall
preside at all meetings of the stockholders.  In the absence of the Chairman,
the Board of Directors may designate a substitute chairman to preside at any
meeting of stockholders.  At any meeting of stockholders, the Chairman, or in
his absence, the substitute chairman, if any, appointed by the Board of
Directors, may, from time to time, during such meeting, appoint a temporary
chairman to preside temporarily at such meeting.
          Section 10.  Special Meetings Called by Stockholders.  A Special
Meeting of Stockholders may also be called by holders (the "Requesting Holders")
representing at least 25% of the outstanding shares entitled to vote at any
annual meeting of the stockholders or at any special meeting of the
stockholders.  In order to exercise this right, the Requesting Holders must give
notice (the "Notice") to the Secretary of the Company, setting forth (i) the
subject matter to be considered at the Special Meeting (ii) the proposed record
date (the "Record Date") for the special Meeting (which shall be a least 15 days
after delivery of the Notice), (iii) the proposed date (the "Meeting Date") for
the Special Meeting and (iv) such other information as the Requesting Holders
shall reasonably request to be included in the Proxy Statement, Notice of
Special Meeting and Proxy (the "Proxy Materials") to be prepared by the Company
in connection with the Special Meeting.  The business conducted at the Special
Meeting shall be limited to the matters set forth in the Notice.  The Special
Meeting shall be held at the general offices of the Company unless another place
within the City of St. Louis shall be set by the Company, and shall be convened
at 9:00 A.M. (local time).  The Company shall file with the Securities and
Exchange Commission (the "SEC") no later than 10 days after the Company receives
the Notice, preliminary Proxy Material (and use its best efforts to file
definitive Proxy Materials as soon as possible thereafter) or, if no preliminary
Proxy Materials are required to be filed, definitive Proxy Material, which Proxy
Material shall contain in all material respects the request or requests of the
Requesting Holders as set forth in the Notice.  No later than two business days
after the definitive Proxy Materials are filed with the SEC, the Company shall
send the Proxy Materials to all stockholders of record on the Record Date.  The
Company shall comply with all applicable laws relating to the Special Meeting.
If the number of days between the date of the mailing of the proxy Materials and
the Meeting Date is less than 30 days, the Company shall notify the Requesting
Holders and the Meeting Date shall be moved to the 30th day (or, if not a
business day, the next business day thereafter) following the commencement of
the mailing of the Proxy Materials to stockholders unless the Requesting Holders
request that the Meeting Date remain unchanged from the date set forth in the
Notice.  If the Company is unable to comply as a matter of law with the Record
Date or the Meeting Date, the Company shall change such date to the first
business day thereafter as is legally permissible.  Notwithstanding any
provision in the By-laws to the contrary, this Section 10 of Article II may only
be amended, altered or repealed by a vote of holders of 75% of the outstanding
shares entitled to vote at any annual meeting of the stockholders or at any
special meeting of the stockholders called for that purpose; provided, however,
the Requesting Holders may waive any obligation of the Company hereunder with
respect to the Special Meeting called by such Requesting Holders.

                  ARTICLE III
               Board of Directors
          Section 1.  Number, Tenure and Vacancies.  The property and
business of the Company shall be controlled and managed by a Board of Directors.
The Board of Directors shall consist of nine (9) persons who are stockholders of
the Company.  Each director shall hold office until the annual meeting of the
stockholders next succeeding his election and until his successor shall be
elected and qualified.  Election of directors shall be by written ballot.
Vacancies on the Board of Directors and newly created directorships resulting
from any increase in the authorized number of directors, shall be filled by a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director.  Any director elected to fill a vacancy or to fill a
newly created directorship shall hold office until the next annual meeting, and
until his successor shall be elected and qualified.  If at any time, by reason
of death or resignation or other cause, the Company shall have no directors in
office, then any officer or stockholder, or an executor, administrator, trustee
or guardian of a stockholder, or other fiduciary entrusted with like
responsibility for the person or estate of a stockholder, may call a special
meeting of stockholders for the purpose of electing directors.  Notice of such
special meeting shall be given by the person or persons calling the meeting
herein before provided.
          Section 2.  Regular Meetings of Directors.  Regular meetings of
the Board of Directors shall be held on such dates as the Board of Directors
may, from time to time, determine.  No notice of any regular meeting of the
Board of Directors need be given.
          Section 3.  Special Meetings.  Special meetings of the Board of
Directors may be called by the President any time and special meetings shall be
called by the President or the Secretary upon the written request of any four
Directors specifying the purpose or purposes for such special meeting.  Written
notice of all special meetings of the Board of Directors stating the time, place
and purpose of the meeting shall be mailed on a date which is at least one day
before the date of the meeting and addressed to each Director at his address as
it appears on the records of the Company.  Attendance of a Director at any
special meeting shall constitute a waiver of notice thereof except where a
Director attends the meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened.  A Director, either prior to or after any meeting, may waive notice
thereof, whether or not he attends the meeting, and such waiver may be in
writing or by telegram.
          Section 4.  Quorum.  A majority of the Board of Directors shall
be required to be present at any meeting to constitute a quorum for the
transaction of business and, except as otherwise specifically provided in these
By-Laws, the concurring vote of at least a majority of the Directors at a
meeting at which a quorum is present shall be required to determine all
questions coming before the Board.  In the absence of a quorum the Directors
present shall have the right successively to adjourn the meeting to a specified
date and no notice need be given of such adjournment.  Members of the Board of
Directors may participate in a meeting by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can here each other, and such participation in a meeting shall
constitute presence in person at such meeting.
          Section 5.  Presiding Officer.  The Board shall by majority vote
select a member of the Board of Directors to serve as Chairman of the Board and
to preside at all meetings of the Board of Directors.  In the absence of the
Chairman, the Board of Directors may designate a substitute chairman to preside
at any meeting of the Board of Directors.  At any meeting of the Board of
Directors, the Chairman, or in his absence, the substitute chairman designated
by the Board of Directors, may, from time to time, during such meetings, appoint
a temporary chairman to preside at such meetings.
          Section 6.  Consents.  Any action required or permitted to be
taken at any meeting of the Board of Directors, may be taken without a meeting
if all the members of the Board of Directors consent thereto in writing,
provided that the writing or writings shall be filed with the minutes of the
proceedings of the Board of Directors.
          Section 7.  Compensation.  Directors as such shall receive such
compensation as the Board of Directors may from time to time determine.
          Section 8.  Fixing Record Date.  In order to determine the
stockholders entitled to notice of or to vote at any meeting of the stockholders
or any adjournment thereof, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of shares of stock or
for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty (60) nor less than
ten (10) days before the date of such meeting, nor more than sixty (60) days
prior to any other action.
                   ARTICLE IV
                    Officers
          Section 1.  Number.  The officers of the Company shall consist
of a President, one or more Vice Presidents, a Secretary, an Assistant
Secretary, a Treasurer, and an Assistant Treasurer, and in addition to the
above-named officers such other officers as the Board of Directors may, from
time to time, designate.
          Section 2.  Term.  The officers shall hold office for a period
of one year or until their successors have been duly elected and qualified,
provided, however, that any officer or agent elected by the Board of Directors
may be removed by the Board and any such officer or agent, other than the
President, may be removed by the President, whenever in its or his judgment the
best interest of the Company will be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person removed.  Any
vacancy occurring among officers may be filled at any time by the Board of
Directors.
          Section 3.  Consolidation of Offices.  Any two or more offices,
except President and a Vice President, President and Secretary, Secretary and
Assistant Secretary, and Treasurer and Assistant Treasurer, may be held by the
same person.
          Section 4.  Election.  All officers shall be elected at the
first meeting of the Board of Directors held after the annual meeting of the
stockholders, or as soon thereafter as possible.
          Section 5.  Compensation.  Officers shall receive such
compensation as may be fixed, from time to time, by the Board of Directors and
the fact that any officer shall also be a Director shall not preclude his
receiving compensation for his services as an officer.
                   ARTICLE V
               Duties of Officers
          Section 1.  President.  The President shall be a stockholder and
a member of the Board of Directors.  He shall be the chief executive officer of
the Company and shall exercise general management over the affairs of the
Company and its property, subject to control by the Board of Directors.  He
shall exercise such other powers and perform such other duties as are prescribed
by law, by these By-Laws, or by the Board of Directors and as are ordinarily
incident to the office of President.
          Section 2.  Vice President or Vice Presidents.  The Vice
President or Vice Presidents shall exercise such powers and perform such duties
as may be elsewhere prescribed by these By-laws and as may be prescribed, from
time to time, by the Board of Directors or by the President.
          Section 3.  Secretary.  The Secretary shall keep the minutes of
all meetings of the stockholders and of the Board of Directors, and shall attend
to the giving and serving of all notices as may be required by law or by these
By-Laws. He shall have in his custody the seal of the Company and shall affix
the same to deed, contracts and other instruments requiring the seal when duly
signed on behalf of the Company and he shall exercise such other powers and
perform such other duties as may be elsewhere prescribed in these By-Laws and as
may be prescribed, from time to time, by the Board of Directors or by the
President and as are ordinarily incident to the office of the Secretary.
          Section 4.  Assistant Secretary.  The Assistant Secretary shall
perform the duties of the Secretary in the event of the death, disability or
absence of the Secretary and shall exercise such other powers and perform such
other duties as may be elsewhere prescribed in these By-Laws and as may be
prescribed, from time to time, by the Board of Directors or the President.
          Section 5.  Treasurer.  The Treasurer shall have charge of all
books of account, funds, evidences of indebtedness and other securities of the
Company and shall deposit the funds belonging to the Company in the name of the
Company in such banks or trust companies as may be designated by the Board of
Directors.  He shall keep full and accurate accounts of all transactions of the
Company and of money received and paid out.  He shall make such reports to the
stockholders, the Board of Directors and the president as they may respectively
direct.  He shall exercise such other powers and perform such other duties as
may be elsewhere prescribed in these By-Laws and as may be prescribed, from time
to time, by the Board of Directors or by the President and as are ordinarily
incident to the office of the Treasurer.
          Section 6.  Assistant Treasurer.  The Assistant Treasurer shall
perform the duties of the Treasurer in the event of the death, disability or
absence of the Treasurer, and shall exercise such other powers and perform such
other duties as may be elsewhere prescribed in these By-Laws and as may be
prescribed, from time to time, by the Board of Directors or President.
          Section 7.  Additional Officers.  The additional officers
designated by the Board of Directors shall exercise such powers and perform such
duties as may be prescribed, from time to time, by the Board of Directors or the
President and as are ordinarily incident to the office held by such additional
officers.
          Section 8.  Bonds.  At the option of the Board of Directors, the
Treasurer or any other officer shall be required to give bond for the faithful
performance of his duties.
                   ARTICLE VI
                  Fiscal Year
          The fiscal year of the Company shall commence on the first day
of January in each year.
                  ARTICLE VII
      Certificates of Stock and Transfers
          Section 1.  Certificates.  Each stockholder shall be entitled to
a certificate, certifying the number and character of shares owned by him. The
certificates shall be in such form as shall be approved by the Board of
Directors and shall be signed by, or in the name of the Company, by the
President or a Vice President and by the Secretary or an Assistant Secretary or
the Treasurer or an Assistant Treasurer, and sealed with the seal of the
Company, which seal may be facsimile, engraved or printed.  The signatures of
the officers of the company may be facsimile on any stock certificates which are
countersigned by the Company's transfer agent or the Company's registrar.  The
certificates, as they are issued, shall be consecutively numbered and registered
in the order of their issuance and shall be entered on the stock transfer books
of the Company as they are issued.  Proper records shall be kept which shall
show the name and address of the owner of each certificate and the number of
shares issued to each stockholder and, in the case of cancellation, shall show
the date of such cancellation.
          Section 2.  Transfers.  The shares of stock shall be
transferable only upon the books of the Company.  Every transfer shall be by the
holder thereof in person or by attorney upon surrender and cancellation of the
outstanding certificates for the shares so transferred and upon proof
satisfactory to the Company that the person presenting such certificate is
legally entitled to transfer the same.
          Section 3.  Lost Certificates.  In the event of the loss, theft,
or destruction of any stock certificate, a new certificate may be issued only
upon compliance with the following conditions.  The owner of such lost, stolen,
or destroyed certificate shall file with the Secretary an affidavit stating the
number of the certificate, the number of shares represented thereby, the facts
with regard to the ownership of the certificate, and the circumstances
surrounding its loss, theft, or destruction. The Secretary shall present such
affidavit to the Board of Directors and if the Board of Directors shall be
satisfied that such certificate has been lost, stolen or destroyed and that a
new certificate ought to be issued in lieu thereof, the Board of Directors may
order a new certificate to be issued to such owner upon his filing with the
Company either (a) a bond in such penal sum and with such conditions and such
surety as the Board of Directors may prescribe, indemnifying the Company, its
Directors and officers against all expense, damage or liability which may be
occasioned by the issuance of a new certificate, or (b) a certificate of the
surety in a lost security blanket bond, which bond shall have been previously
approved by the Board of Directors, assuming liability under such bond, in such
penal sum as the Board of Directors may prescribe, with respect to the issuance
of a new certificate in lieu of the one alleged to have been lost, stolen, or
destroyed.
          Section 4.  Transfer and Registration Agents.  The Board of
Directors may appoint a transfer agent or agents who shall have and exercise
supervision over the transfer of shares of stock and the issuance of stock
certificates, subject to such conditions and regulations as the Board of
Directors may prescribe; and the Board of Directors may appoint a registrar who
shall register all transfers of shares of stock and the issuance of stock
certificates, subject to such conditions and regulations as the Board shall
prescribe.
                  ARTICLE VIII
                      Seal
          The corporate seal of the Company shall be in circular form and
bear the name of the Company arranged on the outer edge, with the word "Seal"
and the word "Delaware" also appearing thereon.
                   ARTICLE IX
             Amendments to By-Laws
          These By-Laws, or any of them, may be amended, altered or
repealed and new By-Laws adopted either (a) by the stockholders, (i) by vote of
the holders of two-thirds (2/3) of the outstanding shares entitled to vote at
any annual meeting of the stockholders or at any special meeting of the
stockholders called for that purpose in the case of an amendment, alteration or
repeal of this Article IX or of Section 1 of Article III of these By-Laws, and
(ii) by vote of the holders of a majority of the outstanding shares entitled to
vote at any annual meeting of the stockholders or at any special meeting of the
stockholder called for that purpose in any other case, or (b) by the Board of
Directors, by vote of a three-fourths majority of the whole board of Directors
of the Company except that the Board of Directors may not alter, amend or repeal
Article IX or Section 1 of Article III of these By-Laws.
                   ARTICLE X
    Indemnification of Directors and Others
          Section 1.  Actions, Suits or Proceedings Other Than By or in
the Right of the Company.  The Company shall indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or on the right of the Company) by reason
of the fact that he is or was or has agreed to become a director, officer,
employee or agent of the Company, or is or was serving or has agreed to serve at
the request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, or by reason
of any action alleged to have been taken or omitted in such capacity, against
costs, charges, expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonable incurred by him or on his
behalf in connection with such action, suit or proceeding and any appeal
therefrom, if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Company, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.  The termination of any action, suit or 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 person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Company, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that his conduct was
unlawful.
          Section 2.  Actions or Suits By or in the Right of the
Corporation.  The company shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the company to procure a judgment in its favor by
reason of the fact that he is or was or has agreed to become a director,
officer, employee or agent of the Company, or is or was serving or has agreed to
serve at the request of the Company as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise, or
by reason of any action alleged to have been taken or omitted in such capacity,
against costs, charges, and expenses (including attorneys' fees) actually and
reasonably incurred by him or on his behalf in connection with the defense or
settlement of such action or suit and any appeal therefrom, if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Company, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Company unless and only to the extent that the
Court of Chancery of Delaware or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of such
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such costs, charges and expenses
which the Court of Chancery or such other court shall deem proper.
          Section 3.  Indemnification for Costs, Charges and Expenses of
Successful Party.  Notwithstanding the other provisions of this Article, to the
extent that a director, officer, employee or agent of the Company has been
successful on the merits or otherwise, including, without limitation, the
dismissal of an action without prejudice, in defense of any action, suit or
proceeding referred to in Sections 1 and 2 of this Article, or in defense of and
claim, issue or matter therein, he shall be indemnified against all costs,
charges and expenses (including attorneys' fees) actually and reasonably
incurred by him or on his behalf in connection therewith.
          Section 4.  Determination of Right to Indemnification.  Any
indemnification under Sections 1 and 2 of this Article (unless ordered by a
court) shall be paid by the company unless a determination is made (1) by the
Board of Directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding, or (2) if such quorum is
not obtainable, or, even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by the
stockholders, that indemnification of the director, officer, employee or agent
is not proper in the circumstances because he has not met the applicable
standard of conduct set forth in Sections 1 and 2 of this Article.
          Section 5.  Advance of Costs, Charges and Expenses.  Costs,
charges and expenses (including attorneys' fees) incurred by a person referred
to in Sections 1 and 2 of this Article in defending a civil or criminal action,
suit or proceeding shall be paid by the Company in advance of the final
disposition of such action, suit or proceeding provided, however, that the
payment of such costs, charges and expenses incurred by a director or officer in
his 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) in
advance of the final disposition of such action, suit or proceeding shall be
made only upon receipt of an undertaking by or on behalf of such director or
officer to repay all amounts so advanced in the event that it shall ultimately
be determined that such director of officer is not entitled to be indemnified by
the Company as authorized in this Article.  Such costs, charges and expenses
incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the Board of Directors deems appropriate.  The Board of
Directors may, in the manner set forth above, and upon approval of such
director, officer, employee or agent of the Company, authorize the Company's
counsel to represent such person, in any action, suit or proceeding, whether or
not the company is a party to such action, suit or proceeding.
          Section 6.  Procedure for Indemnification.  Any indemnification
under Sections 1, 2 and 3, or advance of costs, charges and expenses under
Section 5 of this Article, shall be made promptly, and in any event within 60
days, upon the written request of the director, officer, employee or agent.  The
right to indemnification or advances as granted by this Article shall be
enforceable by the director, officer, employee or agent in any court of
competent jurisdiction, if the Company denies such request, in whole or in part,
or if no disposition thereof is made within 60 days.  Such person's costs and
expenses incurred in connection with successfully establishing his right to
indemnification, in whole or in part, in any such action shall also be
indemnified by the Company.  It shall be a defense to any such action (other
than an action brought to enforce a claim for the advance of costs, charges and
expenses under Section 5 of this Article where the required undertaking, if any,
has been received by the Company) that the claimant has not met the standard of
conduct set forth in Sections 1 and 2 of the Article but the burden of proving
such defense shall be on the Company.  Neither the failure of the Company
(including its Board of Directors, its independent legal counsel, and 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 he has met the applicable standard of conduct set forth in Sections 1 or
2 of this Article, nor the fact that there has been an actual determination by
the Company (including its Board of Directors, independent legal counsel and its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.
          Section 7.  Other Rights; Continuation of Right to
Indemnification.  The indemnification and advancement of expenses provided by
this Article shall not be deemed exclusive of any other rights to which a person
seeking indemnification may be entitled under any law (common or statutory),
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his official capacity and to action in another capacity while
holding such office or while employed by or acting as agent for the Company and
shall continue as to a person who has ceased to be a director, officer, employee
or agent, and shall inure to the benefit of the estate, heirs, executors and
administrators of such person.  All rights to indemnification under this Article
shall be deemed to be a contract between the Company and each director, officer,
employee or agent of the Company who serves or served in such capacity at any
time while this Article is in effect. Any repeal or modification of this Article
or any repeal or modification of relevant provisions of the Delaware General
Corporation law or any other applicable laws shall not in any way diminish any
rights to indemnification of such director, officer, employee or agent or the
obligations of the company arising thereunder.
          Section 8.  Savings Clause.  If this Article or any portion
thereof shall be invalidated on any ground by any court of competent
jurisdiction, then the Company shall nevertheless indemnify each director,
officer, employee and agent of the Company as to costs, charges and expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
with respect to any action, suit or proceeding, whether civil, criminal,
administrative or investigative, including any action by or in the right of the
Company, to the full extent permitted by any applicable portion of the company's
Articles of Incorporation or of this Article which shall not have been
invalidated and to the full extent permitted by applicable law.