KERR-McGEE CORPORATION

                                     BYLAWS


                                    ARTICLE I
                                     OFFICES

        Section 1. The  principal  place of business of  Kerr-McGee  Corporation
("Corporation") shall be in Oklahoma City, Oklahoma.

        Section 2. The Corporation may also have offices at such other places as
the Board of  Directors  may from time to time  appoint or the  business  of the
Corporation may require.

                                   ARTICLE II
                                      SEAL

        Section 1. The corporate seal shall have  inscribed  thereon the name of
the Corporation,  the year of its  organization,  and the words "Corporate Seal,
Delaware".  The Corporate Seal may be used by causing it or a facsimile  thereof
to be impressed, affixed or reproduced.

        Section 2. The  corporate  seal shall be retained  under the custody and
control of the Secretary or Assistant  Secretary except as and to the extent the
use of same by others may be expressly authorized by the Board of Directors.

                                   ARTICLE III
                             STOCKHOLDERS' MEETINGS

        Section 1. All meetings of the  stockholders for any purpose may be held
at such place as shall be stated in the notice of the meeting.

        Section 2. An annual  meeting of the  stockholders  shall be held within
one  hundred  fifty (150) days after the end of each fiscal year as the Board of
Directors may set for a particular year's annual meeting,  at which meeting they
shall elect by a plurality vote by ballot a board of directors and transact such
other business as may properly be brought before the meeting.

        Section 3. The holders of a majority of the stock issued and outstanding
and entitled to vote thereat,  present in person or represented by proxy,  shall
be requisite and shall  constitute a quorum at all meetings of the  stockholders
for the  transaction  of business  except as  otherwise  provided by law, by the
Certificate of  Incorporation  or by these Bylaws.  If,  however,  such majority
shall not be present or  represented  at any  meeting of the  stockholders,  the
stockholders entitled to vote thereat, present in person or by proxy, shall have
the power to adjourn the meeting  from time to time,  without  notice other than
announcement at the meeting, until the requisite amount of voting stock shall be
present. At such adjourned meeting at which the requisite amount of voting stock
shall be  represented,  any  business  may be  transacted  which might have been
transacted at the meeting as originally notified.

        Section 4. At any meeting of the stockholders,  every stockholder having
the right to vote  shall be  entitled  to vote in  person or by proxy  appointed
either by an instrument in writing,  subscribed by such  stockholder or by other
means  permitted by applicable  law.  Except as may otherwise be provided in the
Certificate of Incorporation of the Corporation,  or any amendment thereto, each
stockholder shall have one vote for each share of the stock having voting power,
registered  in his name on the books of the  Corporation,  and except  where the
transfer  books of the  Corporation  shall have been closed or a date shall have
been fixed as a record date for the  determination of its stockholders  entitled
to vote, no share of stock shall be voted on at any election for directors which
shall have been  transferred on the books of the Corporation  within twenty days
preceding such election of directors,  or on any other matter  respecting  which
stockholders  are entitled to vote if such stock has been so transferred  within
twenty days prior to action on such matter.

        Section 5. Except as otherwise  provided by law,  written  notice of the
annual  meeting  of  stockholders  shall be given at least ten days prior to the
meeting,  and in  accordance  with  Article XX hereof,  to each  stockholder  so
entitled to vote thereat.

        Section 6. A complete  list of the  stockholders  so entitled to vote at
the ensuing  election of  directors  arranged in  alphabetical  order,  with the
address of each, and the number of voting shares registered in the name of each,
shall be filed in the office where the election is to be held, at least ten days
before every election, and shall at all times during the ordinary business hours
and during the whole time of said  election  be open to the  examination  of any
stockholder.

        Section 7.  Special  meetings  of the  stockholders,  for any purpose or
purposes,  unless otherwise prescribed by statute, may be called by the Chairman
of the Board,  and shall be called by the Chairman of the Board or the Secretary
at the  request in writing of a majority  of the Board of  Directors,  or at the
request in writing of stockholders  owning a majority of the number of shares of
the entire capital stock of the Corporation  issued and outstanding and entitled
to vote.  Such  request  shall state the  purpose or  purposes  of the  proposed
meeting.

        Section 8. Business transacted at all special meetings shall be confined
to the objects stated in the notice of the meeting.

        Section 9. Written notice of a special meeting of stockholders,  stating
the time and place and object  thereof,  shall be given at least ten days before
such meeting,  and in  accordance  with Article XX hereof,  to each  stockholder
entitled to vote thereat.

        Section 10.

        (A)    Annual Meeting of Stockholders.

        (1) Nominations of persons for election to the Board of Directors of the
corporation  and the proposal of business to be considered  by the  stockholders
may  be  made  at  an  annual  meeting  of  stockholders  (a)  pursuant  to  the
corporation's  notice of meeting delivered pursuant to Article III, Section 5 of
these ByLaws,  (b) by or at the direction of the Chairman of the Board or (c) by
any stockholder of the  corporation who is entitled to vote at the meeting,  who
complied with the notice  procedures set forth in  subparagraphs  (2) and (3) of
this paragraph (A) of this ByLaw and who was a stockholder of record at the time
such notice is delivered to the Secretary of the corporation.

        (2) For  nominations or other business to be properly  brought before an
annual  meeting by a stockholder  pursuant to clause (c) of paragraph  (A)(1) of
this ByLaw,  the stockholder must have given timely notice thereof in writing to
the  Secretary  of the  corporation,  and,  in the case of  business  other than
nominations, such other business must be a proper matter for stockholder action.
To be timely, a stockholder's  notice shall be delivered to the Secretary at the
principal  executive  offices of the  corporation not less than seventy days nor
more than ninety days prior to the first  anniversary  of the  preceding  year's
annual meeting; provided, however, that in the event that the date of the annual
meeting is advanced by more than twenty  days,  or delayed by more than  seventy
days, from such anniversary date, notice by the stockholder to be timely must be
so delivered not earlier than the ninetieth day prior to such annual meeting and
not later than the close of business on the later of the seventieth day prior to
such  annual  meeting  or the  tenth  day  following  the  day on  which  public
announcement  of the date of such  meeting  is first  made.  Such  stockholder's
notice  shall set forth (a) as to each person whom the  stockholder  proposes to
nominate for election or re-election as a director all  information  relating to
such person that is required to be  disclosed  in  solicitations  of proxies for
election  of  directors,  or is  otherwise  required,  in each case  pursuant to
Regulation  14A under the  Securities  Exchange  Act of 1934,  as  amended  (the
"Exchange  Act"),  including such person's written consent to being named in the
proxy statement as a nominee and to serving as a director if elected;  (b) as to
any other business that the stockholder  proposes to bring before the meeting, a
brief description of the business desired to be brought before the meeting,  the
reasons for conducting such business at the meeting and any material interest in
such business of such  stockholder  and the beneficial  owner,  if any, on whose
behalf the proposal is made; and (c) as to the stockholder giving the notice and
the beneficial owner, if any, on whose behalf the nomination or proposal is made
(i)  the  name  and  address  of  such  stockholder,   as  they  appear  on  the
corporation's  books, and of such beneficial owner and (ii) the class and number
of shares of the corporation which are owned  beneficially and of record by such
stockholder and such beneficial owner.

        (3) Notwithstanding  anything in the second sentence of paragraph (A)(2)
of this ByLaw to the  contrary,  in the event that the number of directors to be
elected to the Board of Directors of the  corporation  is increased and there is
no public announcement naming all of the nominees for director or specifying the
size of the increased Board of Directors made by the corporation at least eighty
days prior to the first  anniversary of the preceding  year's annual meeting,  a
stockholder's notice required by this ByLaw shall also be considered timely, but
only with respect to nominees for any new positions created by such increase, if
it shall be delivered to the Secretary at the principal executive offices of the
corporation  not later than the close of business on the tenth day following the
day on which such public announcement is first made by the corporation.

        (B)  Special  Meetings  of  Stockholders.  Only such  business  shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the corporation's  notice of meeting pursuant to Article
III, Section 9 of these ByLaws. Nominations of persons for election to the Board
of Directors may be made at a special meeting of stockholders at which directors
are to be elected pursuant to the  corporation's  notice of meeting (a) by or at
the  direction  of the  Board  of  Directors  or (b) by any  stockholder  of the
corporation who is entitled to vote at the meeting, who complies with the notice
procedures  set forth in this  ByLaw and who is a  stockholder  of record at the
time such notice is delivered to the Secretary of the  corporation.  Nominations
of stockholders of persons for election to the Board of Directors may be made at
such a special meeting of stockholders if the  stockholder's  notice as required
by paragraph  (A)(2) of this ByLaw shall be  delivered  to the  Secretary at the
principal  executive  offices of the  corporation not earlier than the ninetieth
day prior to such  special  meeting  and not later than the close of business on
the later of the seventieth  day prior to such special  meeting or the tenth day
following the day on which public  announcement is first made of the date of the
special  meeting and of the  nominees  proposed by the Board of  Directors to be
elected at such meeting.

        (C)    General.

        (1) Only persons who are nominated in accordance with the procedures set
forth in this  ByLaw  shall be  eligible  to serve as  directors  and only  such
business  shall be  conducted  at a meeting of  stockholders  as shall have been
brought  before the meeting in accordance  with the procedures set forth in this
ByLaw.  Except  as  otherwise  provided  by law,  the  Restated  Certificate  of
Incorporation or these ByLaws,  the Chairman of the meeting shall have the power
and duty to  determine  whether a  nomination  or any  business  proposed  to be
brought before the meeting was made in accordance  with the procedures set forth
in this ByLaw and, if any proposed  nomination  or business is not in compliance
with this ByLaw, to declare that such defective  nomination shall be disregarded
or that such proposed business shall not be transacted.

        (2) For  purposes  of  this  ByLaw,  "public  announcement"  shall  mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
corporation with the Securities and Exchange  Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.

        (3) For purposes of this ByLaw, no adjournment nor notice of adjournment
of any meeting  shall be deemed to  constitute  a new notice of such meeting for
purposes of this  Section 10, and in order for any  notification  required to be
delivered  by a  stockholder  pursuant  to this  Section 10 to be  timely,  such
notification  must be delivered  within the periods set forth above with respect
to the originally scheduled meeting.

        (4)   Notwithstanding   the  foregoing   provisions  of  this  ByLaw,  a
stockholder  shall also comply with all applicable  requirements of the Exchange
Act and the rules and  regulations  thereunder  with  respect to the matters set
forth in this ByLaw.  Nothing in this ByLaw shall be deemed to affect any rights
of stockholders  to request  inclusion of proposals in the  corporation's  proxy
statement pursuant to Rule 14a-8 under the Exchange Act.

                                   ARTICLE IV
                                    DIRECTORS

        Section 1. The property and business of the Corporation shall be managed
by its Board of Directors, the members of which need not be stockholders.

        Section 2. The number of  directors  which  shall  constitute  the whole
Board of  Directors  shall be such  number,  not  contrary  to law,  as shall be
determined  from time to time by  resolution  adopted by a vote of a majority of
the entire  Board of  Directors,  but shall not be less than three nor more than
twenty.

        Section 3.  Directors  shall be  elected  at the  annual  meeting of the
stockholders,  and each  Director  shall be elected to serve until his successor
shall be elected and shall  qualify by evidence of acceptance of such office and
such acceptance shall be presumed in the absence of express rejection thereof by
the person elected within ten days after his knowledge of election. In the event
of failure to hold the annual  meeting,  or to hold an election of  directors at
such  meeting,  such  election  may  be  held  at  any  special  meeting  of the
stockholders  called for that purpose. A person who has passed his 64th birthday
and who has not theretofore served as a director of the Corporation shall not be
eligible to be elected a  director,  whether  pursuant  to this  Section 3 or to
Section 5 of this Article. A person who has passed his 70th birthday, or who has
retired as an employee, shall not in any event be eligible for reelection to the
Board, irrespective of prior service as a director of the Corporation.

        Section  4. The  Directors  may hold  their  meetings,  have one or more
offices  and keep the books of the  Corporation  in the City of  Oklahoma  City,
Oklahoma,  or at such other places as they may from time to time  determine  and
designate.

        Section 5. Vacancies in the Board of Directors,  however occasioned, and
newly created directorships resulting from any increase in the authorized number
of  directors,  may be filled by a majority of the remaining  Directors  then in
office  though less than a quorum and the  accepting  directors  so chosen shall
hold office until the next annual  election and until a successor or  successors
have been duly elected and qualified unless sooner displaced.

        Section 6. Subject to provisions of pertinent law and the Certificate of
Incorporation, dividends, if any, declared respecting any class of shares of the
Corporation's  capital  stock may be declared by the Board of  Directors  at any
regular  meeting thereof and despite any provision of the Bylaws to the contrary
at  any  special  meeting  thereof,  whether  or  not  consideration  or  action
respecting  dividends be stated in the notice thereof; and dividends may be paid
in cash or, if the  declaration  thereof so  provides,  in  property,  including
shares  of the  Corporation.  There  may be set  aside  out of any  funds of the
Corporation  available for dividends such sum or sums as the Directors from time
to time, in their  absolute  discretion,  think proper as a reserve fund to meet
contingencies,  or for equalizing  dividends,  or for repair or maintaining  any
property of the  Corporation,  or for such other purpose as the Directors  shall
think  conducive  to the  interest of the  Corporation,  and the  Directors  may
abolish any reserve in the manner in which it was created.

        Section  7. The Board of  Directors  shall have power to close the stock
transfer  books  of the  Corporation  for a  period  not  exceeding  sixty  days
preceding the date of any meeting of stockholders or the date for payment of any
dividend or the date for the  allotment of rights or the date when any change or
conversion  or exchange of capital  stock shall go into effect or in  connection
with obtaining consent of stockholders for any purpose; provided,  however, that
in lieu of  closing  the  stock  transfer  books,  as  aforesaid,  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 rights,  or the date when any change or conversion
or exchange of capital stock 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 entitled
to receive payment of any such dividend,  or to any such allotment of rights, or
to exercise the rights in respect of any such change,  conversion or exchange of
capital stock, or to give such consent,  and in such case only such stockholders
as shall be  stockholders  of record on the date so fixed  shall be  entitled to
such notice of, and to vote at, such meeting and any adjournment, thereof, 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.

        Section 8. In addition  to the powers and  authorities  by these  Bylaws
expressly conferred upon it, the Board of Directors may exercise all such powers
of the  Corporation and do all such lawful acts and things as are not by statute
or by the Certificate of  Incorporation  or by these Bylaws directed or required
to be exercised or done by the stockholders.

        Section 9. Any action  required or  permitted to be taken at any meeting
of the Board of Directors may be taken without a meeting if prior to such action
a written consent thereto is signed by all members of the Board and such written
consent is filed with the minutes of proceedings of the Board.

                                    ARTICLE V
                                   COMMITTEES

        Section 1. The Board of Directors may appoint an Executive  Committee of
two or more  Directors,  which shall consist of the Chairman of the Board,  Vice
Chairman of the Board or the President,  and such other Director or Directors as
shall be  designated  by  resolution  adopted  by the Board of  Directors.  Such
Committee  shall have and may exercise all the powers and authority of the Board
of Directors in the  management  of the business and affairs of the  Corporation
while the Board of  Directors  is not in session  except  that it shall not have
power  or  authority  in   reference   to  (1)  amending  the   Certificate   of
Incorporation,  (2)  adopting  an  agreement  of merger or  consolidation  under
ss.ss.251 or 252 of the Delaware  General  Corporation  Law, (3) recommending to
the stockholders the sale, lease or exchange of all or substantially  all of the
Corporation's   property  and  assets,  (4)  recommending  to  the  stockholders
dissolution of the  Corporation or revocation of a dissolution,  or (5) amending
the  Bylaws;  nor  shall  it have any  power or  authority  which  the  Board of
Directors has by resolution withheld from it. Vacancies in the membership of the
Committee  shall be filled by the Board of Directors  at a regular  meeting or a
special meeting called for that purpose.

        Section 2. The  Committees  of the Board shall be governed by Subsection
(2) of Section 141(c) of the Delaware General Corporation Law which provides for
the  designation of committees of the  Corporation's  Board of Directors and the
permissible functions of such committees.

        Section 3. The Board of Directors by resolution or  resolutions  adopted
by a majority of the Board of Directors may  designate  other  committees,  each
committee to consist of two or more Directors of the Corporation and to exercise
such powers and duties and to have such name as may be  designated by resolution
adopted by the Board of Directors.

        Section 4. Each  committee  of the Board of  Directors  may meet at such
stated  times  and/or  upon  call  with such  notice  as said  committee  may by
resolution  provide  from time to time.  At all  meetings of each  committee,  a
majority of members  thereof shall be necessary  and  sufficient to constitute a
quorum for the transaction of business, and the act of a majority of the members
present  at any  meeting  at which  there  is a  quorum  shall be the act of the
committee.

        Section 5.  Committees  of the Board of  Directors  shall  keep  regular
minutes of their  proceedings.  Any action  required or permitted to be taken at
any  meeting of the  Committee  may be taken  without a meeting if prior to such
action a written  consent  thereto is signed by all members of the Committee and
such written consent is filed with the minutes of proceedings of the Committee.

                                   ARTICLE VI
                            COMPENSATION OF DIRECTORS

        Section  1.  Directors  may,  pursuant  to  resolution  of the  Board of
Directors, be paid a stated sum with respect to each regular and special meeting
of the Board of Directors and be allowed their expenses of  attendance,  if any,
for  attending  each meeting of the Board of  Directors.  Directors  who are not
full-time employees of the Corporation may be paid such additional  compensation
for their  services as Directors as may from time to time be fixed by resolution
of the Board of  Directors.  Nothing  herein  contained  shall be  construed  to
preclude any Director  from serving the  Corporation  in any other  capacity and
receiving compensation therefor.

        Section  2.  Members of the  Executive  Committee  and  members of other
committees  of the Board of  Directors  who are not  full-time  employees of the
Corporation  may,  pursuant to resolution  of the Board of Directors,  be paid a
stated sum for attending meetings of such committees.  All members of committees
of the Board of Directors may, pursuant to resolution of the Board of Directors,
be allowed their expenses of attendance,  if any, for attending meetings of such
committees.

                                   ARTICLE VII
                       MEETINGS OF THE BOARD OF DIRECTORS

        Section  1. Each  newly  elected  Board may meet at such place and time,
either within or without the State of Delaware, provided a majority of the whole
Board of Directors is present at such place and time,  no other notice of or any
consent to such meeting shall be necessary in order  legally to  constitute  the
meetings;  or,  failing such, the newly elected board may meet at such place and
time as shall be consented to by all the members thereof.

        Section 2.  Regular  meetings of the Board of  Directors  may be held at
such time and place,  within or without the State of Delaware as shall from time
to time be  determined  by the  Board of  Directors.  After  there has been such
determination and notice thereof has been once given to each member of the Board
of  Directors,  regular  meetings may be held  without any further  notice being
given.

        Section 3. Special  meetings of the Board of Directors  may be called by
the  Chairman  of the  Board  on two  days'  notice  to  each  Director,  either
personally or by mail or by telegram;  special  meetings  shall be called by the
Chairman  of the Board or  Secretary  in like  manner and on like  notice on the
written request of two Directors.

        Section 4. At all  meetings of the Board,  a majority  of the  Directors
shall be necessary and sufficient to constitute a quorum for the  transaction of
business,  and the act of a majority of the Directors  present at any meeting at
which there is a quorum  shall be the act of the Board of  Directors,  except as
may be  otherwise  specifically  provided  by statute or by the  Certificate  of
Incorporation  or by these  Bylaws.  If a quorum  shall  not be  present  at any
meeting of the Board of Directors, the Directors present thereat may adjourn the
meeting  from  time to time,  without  notice  other  than  announcement  at the
meeting, until a quorum shall be present.

                                  ARTICLE VII-A
                           WAR AND NATIONAL EMERGENCY

        Section 1. The emergency  bylaws provided in this Article VII-A shall be
operative during any emergency resulting from an attack on the United States, or
during  any  nuclear  or  atomic  disaster,  or  during  the  existence  of  any
catastrophe, or other similar emergency condition, as a result of which a quorum
of the Board of Directors  cannot readily be convened for action.  To the extent
not  inconsistent  with these  emergency  bylaws,  the Bylaws of the Corporation
shall  remain in effect  during any  emergency  and upon its  termination  these
emergency bylaws shall cease to be operative.

        Section 2. During any such emergency a meeting of the Board of Directors
may be called by any officer or director by giving two days'  notice  thereof to
such of the  directors  as it may be  feasible  to reach at the time and by such
means as may be feasible at the time.  The notice shall specify the time and the
place of the meeting,  which shall be the head office of the  Corporation or any
other place  specified in the notice.  At any such meeting  three members of the
then existing  Board of Directors  shall  constitute a quorum,  which may act by
majority vote.

        Section 3. If the number of  Directors  who are  available  to act shall
drop below  three,  additional  Directors,  in whatever  number is  necessary to
constitute a Board of three Directors,  shall be selected automatically from the
first  available  officers or employees in the order  provided in the  emergency
succession list  established by the Board of Directors and in effect at the time
an emergency arises.  Additional  Directors,  beyond the minimum number of three
Directors, but not more than three additional Directors, may be elected from any
officers or employees on the emergency succession list.

        Section  4. The  Board  of  Directors  is  empowered  with  the  maximum
authority possible under the Delaware  Corporation Law, and all other applicable
law, to conduct the interim  management of the affairs of the  Corporation in an
emergency in what it considers  to be in the best  interests of the  Corporation
(including  the right to amend this Article)  irrespective  of the provisions of
the Certificate of Incorporation or of the Bylaws.

                                  ARTICLE VIII
                                    OFFICERS

        Section  1. The  officers  of the  Corporation  shall be  chosen  by the
Directors, and may include a Chairman of the Board, one or more Vice Chairmen of
the Board,  a President,  one or more  Executive  Vice  Presidents,  Senior Vice
Presidents,  and  Vice  Presidents,  respectively,  a  Secretary,  one  or  more
Assistant  Secretaries,  a Treasurer,  one or more Assistant  Treasurers,  and a
Controller.  The Chairman of the Board and the President may be the same person.
A Vice Chairman of the Board and the President or any Vice  President may be the
same person.  The Secretary  and Treasurer may be the same person;  an Assistant
Secretary and Assistant Treasurer may be the same person; and any Vice President
may  hold at the  same  time  the  office  of  Secretary,  Assistant  Secretary,
Treasurer, or Assistant Treasurer.

        Section  2.  Without  limiting  the right of the Board of  Directors  to
choose  officers of the Corporation at any time when vacancies occur or when the
number of officers is  increased,  the newly  elected  Board of Directors at the
first meeting after each annual meeting of stockholders  shall choose a Chairman
of the Board,  a President,  one or more Vice  Chairmen of the Board,  Executive
Vice  Presidents,  Senior Vice Presidents and Vice Presidents,  respectively,  a
Secretary, one or more Assistant Secretaries, a Treasurer, one or more Assistant
Treasurers, and a Controller.  None of said officers, except the Chairman of the
Board, and Vice Chairmen of the Board need be members of the Board.

        Section 3. The Board of  Directors  may choose such other  officers  and
agents as it shall deem necessary or advisable, who shall hold their offices for
such terms and shall  exercise  such powers and perform  such duties as shall be
determined  from time to time by the Board of  Directors,  or, in the absence of
exact  specification  or limitation  thereof by the Board of  Directors,  as the
Chairman of the Board may determine from time to time.

        Section 4. The  salaries of all officers of the  Corporation  and of its
wholly owned subsidiaries, other than his own salary, shall be determined by the
Chief Executive  Officer but shall be reviewed from time to time by an Executive
Compensation  Committee  appointed  by the  Board of  Directors  from  among its
members.  The Executive  Compensation  Committee shall recommend to the Board of
Directors such changes in the officers' salaries as fixed by the Chief Executive
Officer as it may deem appropriate and the Board of Directors shall instruct the
Chief Executive  Officer to implement those of the recommended  changes which it
approves.  The salary of the Chief Executive  Officer shall be determined by the
Board of Directors.
        Section 5. The officers of the Corporation shall hold office until their
successors  are  chosen and  qualify  in their  stead.  Any  officer  elected or
appointed by the Board of  Directors  may be removed at any time with or without
cause by the affirmative vote of a majority of the whole Board of Directors.

                                   ARTICLE IX
                              CHAIRMAN OF THE BOARD

        Section  1. The  Chairman  of the  Board  shall be the  Chief  Executive
Officer of the Corporation.  He shall preside at all meetings of stockholders or
directors.  He shall be a member,  ex  officio,  of all  committees,  except the
Audit, Finance, Stock Option and Executive Compensation  committees,  shall have
general and active management of the business of the Corporation,  and shall see
that all orders and  resolutions of the Board of Directors and of the committees
thereof are carried into effect.

        Section 2. The Chairman of the Board shall have authority,  which he may
delegate,  to execute  certificates of stock,  bonds, deeds, powers of attorney,
mortgages  and  other  contracts,  under  the  seal of the  Corporation,  unless
required by law to be  otherwise  signed and executed and unless the signing and
execution thereof shall be expressly delegated by the Board of Directors to some
other officer or agent of the Corporation.

                                    ARTICLE X
                           VICE CHAIRMEN OF THE BOARD

        Section 1. In the absence of the Chairman,  a Vice Chairman of the Board
shall be the Chief Executive  Officer of the Corporation and preside at meetings
of  stockholders  and of the Board of Directors.  The Vice Chairmen of the Board
shall advise and counsel with the Chairman of the Board and with other  officers
of the Corporation,  and each shall do and perform such other duties as may from
time  to  time be  assigned  to him by the  Board  of  Directors,  and as he may
undertake at the request of the Chairman of the Board.

        Section 2. Any Vice  Chairman of the Board,  to the extent  delegated by
the Chairman of the Board,  may execute  certificates  of stock,  bonds,  deeds,
powers  of  attorney,  mortgages  and  other  contracts  under  the  seal of the
Corporation,  unless  required by law to be  otherwise  signed and  executed and
unless the signing and execution thereof be expressly  delegated by the Board of
Directors to some other officer or agent of the Corporation.

                                   ARTICLE XI
                                    PRESIDENT

        Section 1. The President, in the absence of the Chairman of the Board or
Vice Chairmen,  shall be the Chief Executive Officer of the Corporation.  In the
absence of the Chairman of the Board,  and the Vice  Chairmen of the Board,  the
President  shall  preside  at all  meetings  of the  Board of  Directors  and of
stockholders and shall have general and active management of the business of the
Corporation.

        Section 2. The President, to the extent delegated by the Chairman of the
Board,  may execute  certificates of stock,  bonds,  deeds,  mortgages and other
contracts,  unless otherwise required by law to be otherwise signed and executed
and unless the signing and execution thereof be expressly delegated by the Board
of Directors to some other officer or agent of the Corporation.

                                   ARTICLE XII
                                 VICE PRESIDENTS

        Section 1. There may be one or more  Executive Vice  Presidents,  one or
more Senior Vice  Presidents,  and such other Vice  Presidents,  with or without
other such  special  designations,  as may be elected by the Board of  Directors
from time to time.

        Section 2. The Executive Vice Presidents and each of the Vice Presidents
shall have the power and authority to sign certificates of stock,  bonds, deeds,
mortgages and other contracts,  and perform such duties and exercise such powers
as the Chairman of the Board shall prescribe.  Instruments  executed in the name
of, or on behalf of, the  Corporation by any Vice  President in conformity  with
his said duties and powers  shall be as valid as if executed by the  Chairman of
the Board.

                                  ARTICLE XIII
                                    SECRETARY

        Section  1. The  Secretary  shall  attend all  sessions  of the Board of
Directors  and all  meetings  of the  stockholders  and record all votes and the
minutes  of all  proceedings  in a book to be kept for that  purpose;  and shall
perform like duties for all  committees of the Board of Directors when required.
He shall give, or cause to be given, all required notices of all meetings of the
stockholders and of the Board of Directors,  and shall perform such other duties
as may be  prescribed  by the Board of Directors  and the Chairman of the Board,
under whose supervision he shall be. He shall be responsible for keeping in safe
custody the seal of the Corporation, and when such is proper, he shall affix the
same to any instrument  requiring it, and when so affixed,  it shall be attested
by his signature or by the signature of an Assistant Secretary.

        Section 2. The Assistant Secretaries in the absence or disability of the
Secretary  shall  perform and  exercise  the powers of the  Secretary  and shall
perform  such  further  duties  as may be  prescribed  by the  Secretary  or the
Chairman of the Board.

                                   ARTICLE XIV
                                    TREASURER

        Section 1. The Treasurer  shall have the custody of the corporate  funds
and  securities  and shall  keep full and  accurate  accounts  of  receipts  and
disbursements in books belonging to the Corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the Corporation,  in
such  depositories  as may be  designated  by the Board of  Directors  or by the
Chairman of the Board.

        Section 2. The Treasurer  shall:  (a) endorse or cause to be endorsed in
the name of the  Corporation  for collection the bills,  notes,  checks or other
negotiable  instruments  received  by the  Corporation,  (b) sign or cause to be
signed all bills,  notes,  checks or other negotiable  instruments issued by the
Corporation  and (c) pay out or cause to be paid out money,  as the  Corporation
may require, taking proper vouchers therefor;  provided, however, that the Board
of Directors may by resolution  delegate,  with or without power to re-delegate,
any  and  all of the  foregoing  duties  of the  Treasurer  to  other  officers,
employees  or agents of the  Corporation,  and to provide  that other  officers,
employees and agents shall have power to sign bills,  notes,  checks,  vouchers,
orders, or other  instruments on behalf of the Corporation.  The Treasurer shall
render to the Chairman of the Board and to the Board of Directors, whenever they
may require it, an account of his transactions as Treasurer.

        Section 3. The Treasurer  shall give the  Corporation a bond if required
by the Board of Directors in a sum, and with one or more  sureties  satisfactory
to the Board,  for the faithful  performance of the duties of his office and for
the  restoration  of  the  Corporation,  in  case  of  his  death,  resignation,
retirement or removal from office,  of all books,  papers,  vouchers,  money and
other property of whatever kind in his possession or under his control belonging
to the Corporation.

        Section 4. The Assistant  Treasurers in the absence or disability of the
Treasurer  shall  perform and  exercise  the powers of the  Treasurer  and shall
perform  such further  duties as may be  prescribed  by the  Treasurer or by the
Chairman of the Board.

                                   ARTICLE XV
                                   CONTROLLER

        Section 1. The Controller shall have charge of the  Corporation's  books
of  account,  records and  auditing,  and shall be subject in all matters to the
control of the Chairman of the Board and the Board of Directors.

                                   ARTICLE XVI
                 VACANCIES AND DELEGATION OF DUTIES OF OFFICERS

        Section 1. If the office of any officer or agent,  one or more,  becomes
vacant by reason of death, resignation,  retirement,  disqualification,  removal
from office,  or  otherwise,  the Board of  Directors  may choose a successor or
successors,  who shall, unless the Board of Directors otherwise specifies,  hold
office for the  unexpired  term in respect of which such  vacancy  occurred,  or
until his successor shall be elected.

        Section 2. In case of the absence of any officer of the Corporation,  or
for any other reason that the Board of Directors may deem sufficient,  the Board
of Directors may delegate,  for the time being, the powers or duties,  or any of
them,  of such  officer  to any other  officers  and/or  directors;  provided  a
majority of the entire Board of Directors concurs therein.

                                  ARTICLE XVII
                             STOCK AND STOCKHOLDERS

        Section 1. The shares of stock of the  Corporation  shall be represented
by certificates,  provided that the Board of Directors may provide by resolution
or  resolutions  that  some  or  all of any or  all  classes  or  series  of the
corporation's  stock shall be uncertificated  shares.  Any such resolution shall
not apply to shares  represented  by a  certificate  until such  certificate  is
surrendered  to  the  corporation.   Notwithstanding  the  adoption  of  such  a
resolution  by the Board of  Directors,  every  holder of stock  represented  by
certificates  and upon request  every holder of  uncertificated  shares shall be
entitled to have a certificate  as provided in Article XVII,  Section 2 of these
ByLaws,  or as  otherwise  permitted by law,  representing  the number of shares
registered in certificate form.

        Section  2.  The  certificates  of  stock  of the  Corporation  shall be
numbered  and  shall be  entered  in the  books of the  Corporation  as they are
issued.  They shall  exhibit the holder's name and number of shares and shall be
signed by the Chairman of the Board, Vice Chairman of the Board,  President or a
Vice  President,  and  the  Secretary  or an  Assistant  Secretary.  Any and all
signatures  on a  stock  certificate  may  be  a  facsimile.  The  designations,
preferences  and relative,  participating,  optional or other special  rights of
each class of stock or series  thereof,  and the  qualification,  limitations or
restrictions  of such  preferences  and/or  rights shall be set forth in full or
summarized on the face or back of the certificates  which the Corporation  shall
issue to represent such class or series of stock.

        Section 3. Upon surrender to the Corporation of a certificate for shares
duly endorsed or  accompanied by proper  evidence of  succession,  assignment or
authority to  transfer,  the  Corporation  will issue a new  certificate  to the
person entitled  thereto,  cancel the old certificate and record the transaction
upon its books.  Transfers of uncertificated  shares will be made on the records
of the Corporation as may be provided by law.

        Section  4. The  Corporation  shall be  entitled  to treat the holder of
record  of any  share or  shares  of stock as the  holder  in fact  thereof  and
accordingly  shall not be bound to recognize  any equitable or other claim to or
interest in such share or shares on the part of any other person  whether or not
it shall have express or other notice thereof,  except as expressly  provided by
the laws of Delaware.

        Section 5. A new  certificate of stock of the  Corporation may be issued
in place of any certificate theretofore issued by the Corporation and alleged to
have been lost, stolen or destroyed.

        The Board of  Directors  may from time to time  prescribe  the terms and
conditions under which such new certificates may be issued.  Among other things,
the  Directors  may  require  that the owner of the  allegedly  lost,  stolen or
destroyed certificate,  or his legal representatives,  submit proper evidence in
writing and under oath that the alleged loss,  theft,  or  destruction  actually
occurred,   and  may  require  that  such  owner  or  representatives  give  the
Corporation a bond,  satisfactory  to the  Corporation  as to form and security,
sufficient  to  indemnify  the  Corporation  against  any claim that may be made
against it on account of the  alleged  loss,  theft or  destruction  of any such
certificate or the issuance of any such new  certificate.  A new certificate may
be issued  without  requiring any bond when, in the judgment of the Directors or
of any officer of the Corporation to whom the Directors may delegate appropriate
authority, it is proper to waive the bond requirement.


                                  ARTICLE XVIII
                   INSPECTION OF BOOKS, CHECKS AND FISCAL YEAR

        Section 1. The Directors shall determine from time to time whether, and,
if allowed,  when and under what  conditions  and  regulations  the accounts and
books of the Corporation  (except such as may by statute be specifically open to
inspection),   or  any  of  them,  shall  be  open  to  the  inspection  of  the
stockholders,  and the  stockholders'  rights in this  respect  are and shall be
restricted and limited accordingly.

        Section 2. Checks or demands for money and notes of the  Corporation may
be signed by such officer or officers or such person or persons other than those
herein  authorized and in such manner as the Board of Directors or the President
may from time to time provide.

        Section 3. The fiscal  year shall begin the first day in January of each
year and end the following December 31.

                                   ARTICLE XIX
                           DIRECTORS' ANNUAL STATEMENT

        Section 1. The Board of Directors shall present at each annual meeting a
full and clear statement of the business and condition of the Corporation.

                                   ARTICLE XX
                                     NOTICES

        Section  1.  Whenever  under  the  provisions  of  the   Certificate  of
Incorporation or of these Bylaws notice (which as herein used shall include also
annual reports,  proxy statements and solicitations and other  communications to
holders of the Corporation's  securities) is required to be, or may be, given to
any Director,  officer,  stockholder  or other person,  it may,  unless  legally
controlling  provisions  prohibit  the same,  be given in writing,  by mail,  by
depositing the same in any U. S. post office or letter-box, in a postpaid sealed
wrapper addressed to such person to whom the notice may be, or is required to be
given,  at such  address  as appears  on the books of the  Corporation,  and all
notices given in accordance  with the provisions of this Article shall be deemed
to be given at the time when the same shall be thus mailed.

        Section 2. Should a person who is a stockholder own shares  evidenced by
more than one  stock  certificate,  nevertheless  only one  notice  (when any is
required  to be, or may be,  given to holders  of shares of any or all  classes)
shall be, in the sole discretion of the  Corporation,  required to be mailed and
if different addresses as to such person are recorded on the Corporation's stock
ledger the notice may be mailed to the address  that  appears to have been given
latest in time unless the stockholders  shall have expressly  directed otherwise
in writing to the  Secretary of the  Corporation,  nor shall  variations  in the
designation of the name or identity of any one  stockholder  require the mailing
of more than one notice to any one  stockholder,  which may be mailed to any one
of the  names or  designations  that may so appear  in the  Corporation's  stock
ledger with  respect to such  stockholder;  and, at the sole  discretion  of the
Corporation,  the distribution of dividend payments may be, unless a stockholder
shall expressly request multiple  distributions  strictly in accordance with the
stock ledger record of his multiple ownerships, handled in accordance with or so
as not to be repugnant to the purpose of the above provisions, which is to avoid
the expenditure by the  Corporation of effort,  time and expense in such matters
that might have been avoided had the  recording of a  stockholder's  name and/or
address  incident to his  multiple  record  ownership  of shares  been  effected
accurately, uniformly and consistently.

        Section 3. Any stockholder,  director or officer may waive in writing or
otherwise  any notice  required to be given under the  provisions  of  pertinent
statutes or of the Certificate of  Incorporation or of these Bylaws. A waiver of
notice in  writing,  signed by the person or persons  entitled  to said  notice,
whether before or after the time stated therein,  shall be deemed  equivalent to
such notice.

                                   ARTICLE XXI
                                 INDEMNIFICATION

        Section 1. The Corporation  shall,  to the full extent  permitted by the
Laws of the State of Delaware as then in effect or, if less stringent, in effect
on December 31, 1985 ("Delaware Law"),  indemnify any person (the  "Indemnitee")
made or  threatened to be made a party to any  threatened,  pending or completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative  and  whether  or not by or in the  right of the  Corporation,  by
reason of the fact that the Indemnitee is or was a director, officer or employee
of the  Corporation or is or was serving at the request of the  Corporation as a
director,  officer,  employee,  trustee,  partner,  or other  agent of any other
enterprise  or legal person (any such action,  suit or  proceeding  being herein
referred to as a "Legal  Action")  against all  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred  by  the  Indemnitee  in  connection  with  such  Legal  Action  or its
investigation,  defense or appeal (herein called "Indemnified Expenses"), if the
Indemnitee  has met the  standard of conduct  necessary  under  Delaware  Law to
permit  such  indemnification.  Rights to  indemnification  shall  extend to the
heirs, beneficiaries, administrators and executors of any deceased Indemnitee.

        For  purposes of this  Section,  reference to "any other  enterprise  or
legal person" shall include employee benefit plans;  references to "fines" shall
include  any excise  taxes  assessed  on a person  with  respect to an  employee
benefit  plan;  and  references  to "serving at the request of the  Corporation"
shall  include  any  service as a  director,  officer,  employee or agent of the
Corporation  which imposes  duties on, or involves  services by, such  director,
officer,  employee,  or agent with  respect to an  employee  benefit  plan,  its
participants, or beneficiaries.

        The Indemnified  Expenses shall be paid by the Corporation in advance as
shall be appropriate to permit  Indemnitee to defray such expenses  currently as
incurred,  provided the Indemnitee  agrees in writing that in the event it shall
ultimately be determined as provided  hereunder that Indemnitee was not entitled
to be indemnified,  then Indemnitee shall promptly repay to the Corporation such
amounts so paid.  The  prepayment  of expenses as provided for in this Section 1
shall be  authorized  by the Board of Directors in the specific  case unless the
Board of Directors receives within thirty (30) days of the Indemnitee's  request
for indemnification an opinion of counsel selected in the manner provided for in
Section 2 of this  Article XXII that there is no  reasonable  basis for a belief
that the Indemnitee's conduct met the requisite standard of conduct. The fees of
such  counsel  and all  related  expenses  shall,  in all cases,  be paid by the
Corporation.

        Section 2. The determination of whether  Indemnitee has met the standard
of conduct  required  to permit  indemnification  under this Bylaw  shall in the
first instance be submitted to the Board of Directors of the Corporation. If the
Board  by a  majority  vote of a quorum  consisting  of  directors  who were not
parties to such Legal Action determines Indemnitee has met the required standard
of conduct  such  determination  shall be  conclusive;  but if such  affirmative
majority  vote is not given,  then the matter  shall be referred to  independent
legal  counsel for  determination.  Such  outside  counsel  shall be selected by
agreement of the Board of  Directors  and  Indemnitee  or, if they are unable to
agree,  then by lot from among those New York City law firms which (i) have more
than 100  attorneys,  (ii) have a  substantial  practice  in the  corporate  and
securities  areas  of  law,  (iii)  have  not  performed  any  services  for the
Corporation or any of its subsidiaries or affiliates for at least five (5) years
and  (iv)  have a  rating  of "av" in the then  current  Martindale-Hubbell  Law
Directory.  The fees and  expenses  of counsel in  connection  with  making this
determination shall be paid by the Corporation.

        Notwithstanding the foregoing, if dissatisfied with the determination so
made by counsel,  Indemnitee may within two (2) years  thereafter,  petition any
court of competent  jurisdiction to determine whether  Indemnitee is entitled to
indemnification  under the provisions hereof and such court shall thereupon have
the exclusive  authority to make such  determination.  The Corporation shall pay
all expenses  (including  attorneys'  fees)  actually  incurred by Indemnitee in
connection with such judicial determination.

        The  termination  of any Legal  Action by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself,  create a  presumption  that the  Indemnitee  did not meet the requisite
standard  of  conduct;  however,  a  successful  defense  of a Legal  Action  by
Indemnitee on the merits or otherwise shall  conclusively  establish  Indemnitee
did meet such standard of conduct  notwithstanding any previous determination to
the contrary under this Section 2.

        Section  3. The  indemnification  and  advance  payment of  expenses  as
provided in this  Article XXI shall not be deemed  exclusive of any other rights
to which  Indemnitee may be entitled under any provision of law, the Certificate
of Incorporation, any Bylaw or otherwise.

        Section  4. If any  provision  of this  Article  XXI shall be held to be
invalid,  illegal or  unenforceable  for any reason  whatsoever,  the  validity,
legality and  enforceability  of the  remaining  provisions  of this Article XXI
shall not in any way be affected or impaired thereby.

        Section 5. Any amendment,  repeal or modification  of these Bylaws,  the
Corporation's  Certificate  of  Incorporation  or any  applicable  provision  of
Delaware  Law, or any other  instrument,  which  eliminates  or  diminishes  the
indemnification  rights provided for in this Article XXI shall be ineffective as
against an Indemnitee  with respect to any Legal Action based upon actions taken
or not taken by the  Indemnitee  prior to such  repeal or the  adoption  of such
modification or amendment.

                                  ARTICLE XXII
                                   AMENDMENTS

        Section 1. These Bylaws may be altered or amended or repealed,  in whole
or in part:  By the  affirmative  vote of the holders of a majority of the stock
issued and outstanding and entitled to a vote thereat, at any regular or special
meeting  of the  stockholders  if  description  of the  proposed  alteration  or
amendment  or repeal be contained in the notice of such  meeting,  provided,  if
such  description  is  not  therein  contained,   the  required  vote  shall  be
three-fourths;  or by  the  affirmative  vote  of a  majority  of the  Board  of
Directors  in  attendance  at any  regular  or  special  meeting of the Board of
Directors  if  description  of the proposed  alteration,  amendment or repeal be
contained in the notice of such meeting  provided,  if such  description  is not
therein  contained  or is not given to all members of the Board of  Directors at
least ten days prior to such meeting,  the required vote shall be  three-fourths
of the full membership of the Board of Directors.

                                  ARTICLE XXIII
                           WRITTEN CONSENT RECORD DATE

        Section 1. In all cases,  the record date for  determining  stockholders
entitled to express  consent to  corporate  action in writing  without a meeting
shall be fixed by the Board of  Directors.  In the event the Board of  Directors
does not fix a record  date,  the record date shall be the first date on which a
signed,  written  consent setting forth the action to be taken or proposed to be
taken is delivered to the  Corporation.  If the record date falls on a Saturday,
Sunday or legal holiday,  the record date shall be the next following date which
is not a Saturday, Sunday or legal holiday. The solicitation of written consents
by the Corporation  from its  stockholders  shall be at the discretion of either
the Board of Directors or the Chairman of the Board.

        Section 2. Upon  delivery  to the  Corporation  of a written  consent or
consents  purporting  to  authorize  or take  corporate  action  and/or  related
revocations (each such written consent and related  revocation is referred to in
this Section 3 as a "Consent"),  the Secretary of the Corporation  shall provide
for  the  safe-keeping  of  such  Consent  and  shall  conduct  such  reasonable
investigation   as  he  deems  necessary  or  appropriate  for  the  purpose  of
ascertaining  the  validity of such  Consent and all matters  incident  thereto,
including,  without  limitation,  whether as of the Consent  Date the holders of
shares  having  the  requisite  voting  power to  authorize  or take the  action
specified in the Consent have given  consent.  If the corporate  action to which
the Consent  relates is the removal or replacement of one or more members of the
Board, the Secretary of the Corporation  shall designate two persons,  who shall
not be  members  of the  Board,  to serve as  Inspectors  with  respect  to such
Consent,  and such Inspectors  shall discharge the functions of the Secretary of
the Corporation under this Section 3. If after such  investigation the Secretary
or the  Inspectors  (as the case may be) shall  determine  that the  Consent  is
valid,  that fact shall be certified on the records of the Corporation  kept for
the purposes of recording the proceedings of meetings of the  stockholders  (the
"Corporate  Records"),  and the  Consent  shall be  filed  with  such  Corporate
Records.  If  Consents  executed  by the  holder  or  holders  of  shares of the
outstanding  stock of the  Corporation  having  the  requisite  voting  power to
authorize or take the action specified by the Consents have been received by the
Corporation  and filed with the  Corporate  Records,  the Consents  shall become
effective as of (1) the Consent Date,  (2) the date the requisite  Consents have
been filed with the Corporate Records or (3) the date specified in the Consents,
whichever of such dates is latest.  In no event,  however,  shall such effective
date be more than 60 days after the record date. The foregoing  notwithstanding,
neither the  Secretary nor the  Inspectors  (as the case may be) shall make such
certification  or  filing,  and  the  Consent  shall  not  become  effective  as
stockholder  action,  until the final  termination of any proceedings  which may
have been  commenced  in the Court of  Chancery  of the state of Delaware or any
other court of competent  jurisdiction  for an  adjudication of any legal issues
incident to determining the validity of the Consent, unless and until such Court
shall have determined that such proceedings are not being pursued  expeditiously
and in good faith. In conducting the  investigation  required by this Section 3,
the Secretary or the  Inspectors (as the case may be) may, at the expense of the
Corporation, retain special legal counsel and any other necessary or appropriate
professional  advisors,  and such other  personnel as they may deem necessary or
appropriate, to assist them.


                                   CERTIFICATE


I, the undersigned, _________________________________,  (Assistant) Secretary of
KERR-McGEE  CORPORATION,  a Delaware  corporation,  do hereby  certify  that the
foregoing is a full, true, and correct copy of the Bylaws of said corporation in
effect on the date of this certificate.

Given  under  my  hand  and  seal  of  the   Corporation   this  ______  day  of
_________________, 19___.



                                                 -------------------------------
                                                   (Assistant) Secretary


(SEAL)