AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                             KERR-McGEE CORPORATION



                                    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 By-Laws. 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.

                  Section 5. Except as  may  otherwise  be provided by law or 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 6. 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 XXI hereof,  to each stockholder so
entitled to vote thereat.

                  Section 7. 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 8. Special  meetings  of  the  stockholders,  for  any
purpose or purposes,  unless  otherwise  prescribed by statute,  shall be called
only by the Chief  Executive  Officer of the  Corporation or by the Secretary at
the direction of the Board of Directors pursuant to a resolution approved by the
Board of Directors.

                  Section 9. Business  transacted at all special  meetings shall
be confined to the objects stated in the notice of the meeting.

                  Section 10. 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 XXI hereof,
to each stockholder entitled to vote thereat.

                  Section 11.

                  (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 6 of these  By-Laws,  (b) by or at the direction of the Chief  Executive
Officer or the Board of Directors 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 By-Law 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 By-Law,  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 By-Law 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 By-Law 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 10 of these By-Laws. 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 Chief Executive  Officer or 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 By-Law 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
By-Law 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 the forth in this By-Law 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  By-Law.  Except  as  otherwise  provided  by law,  the  Certificate  of
Incorporation or these By-Laws, 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 By-Law and, if any proposed  nomination or business is not in compliance
with this By-Law,  to declare that such defective  nomination shall be disregard
or that such proposed business shall not be transacted.

                  (2) For purposes of this By-Law,  "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 By-Law,  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  11, and in order for any  notification
required to be  delivered  by a  stockholder  pursuant to this  Section 11 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 By-Law, 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  By-Law.  Nothing  in this  By-Law  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 Board of  Directors  of the  Corporation  shall
consist of such number of directors,  not less than three, as shall from time to
time be fixed exclusively by resolution of the Board of Directors. The directors
shall be divided into three  classes in the manner set forth in the  Certificate
of Incorporation  of the Corporation,  each class to be elected for the term set
forth therein.  Directors shall (except as hereinafter  provided for the filling
of vacancies  and newly  created  directorships)  be elected by the holders of a
plurality  of the voting  power  present in person or  represented  by proxy and
entitled to vote.

                  Section 3. 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. 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 6, 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 or be  qualified  for
continued  service  as a  director  of the  Corporation,  irrespective  of prior
service as a director of the  Corporation.  For  purposes of this  Section,  any
service as a director of {O Company} prior to the merger of {O Company} shall be
deemed to be prior service as a director of the Corporation.  Any failure of any
director to meet the qualifications for service as a director set forth in these
By-Laws,  or otherwise under law, shall result in the termination of the term of
such director.

                  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. The   members  of  the  Board of  Directors  or any
committee  thereof may  participate in a meeting of such Board or committee,  as
the case may be, by means of  conference  telephone  or  similar  communications
equipment  by means of which all persons  participating  in the meeting can hear
each other,  and  participation  in a meeting  pursuant to this subsection shall
constitute presence in person at such a meeting.

                  Section 6. 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  only  by a  majority  of the
remaining  directors  then in office though less than a quorum and the accepting
directors so chosen shall hold office for a term as set forth in the Certificate
of  Incorporation  of the  Corporation  and until a successor or successors have
been duly elected and qualified unless sooner displaced.

                  Section 7. Notwithstanding the foregoing, whenever the holders
of any one or more series of  Preferred  Stock issued by the  Corporation  shall
have the right,  voting separately by series, to elect directors at an annual or
special meeting of stockholders,  the election, term of office, removal, filling
of vacancies and other features of such  directorships  shall be governed by the
terms of the  Amended  and  Restated  Certificate  of  Incorporation  applicable
thereto,  and such  directors  so  elected  shall not be  divided  into  classes
pursuant  to  Article  SEVENTH  of  the  Amended  and  Restated  Certificate  of
Incorporation  unless expressly  provided by such terms. The number of directors
that may be elected by the holders of any such series of  Preferred  Stock shall
be in addition to the number  fixed by or  pursuant  to the  By-Laws.  Except as
otherwise  expressly  provided  in the  terms  of such  series,  the  number  of
directors  that may be so  elected by the  holders  of any such  series of stock
shall be elected for terms expiring at the next annual  meeting of  stockholders
and  without  regard  to the  classification  of the  members  of the  Board  of
Directors as set forth in Section 2 hereof,  and  vacancies  among  directors so
elected by the  separate  vote of the  holders of any such  series of  Preferred
Stock shall be filled by the  affirmative  vote of a majority  of the  remaining
directors elected by such series, or, if there are no such remaining  directors,
by the holders of such series in the same manner in which such series  initially
elected a director.

                  Section 8.  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
By-Laws  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 Board
of Directors  from time to time, in its absolute  discretion,  deems 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
Board of Directors shall deem conducive to the interest of the Corporation,  and
the Board of  Directors  may  abolish  any reserve in the manner in which it was
created.

                  Section 9. 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 for
any other 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  for  such  other  purpose,  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 for such other purpose,  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 be considered as stockholders  for such other purpose,  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 10. In addition to the powers and authorities by these
By-Laws  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 By-Laws directed
or required to be exercised or done by the stockholders.

                  Section 11. 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 Chief Executive
Officer  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  Section 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 By-Laws; 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. Annual  meetings of the Board of Directors shall be
held  at  such  place  within  or  without  the  State  of  Delaware  as soon as
practicable following the election of new directors at the annual meeting of the
stockholders.

                  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 Chief  Executive  Officer  on  twenty-four  hour's  notice to each
director, either personally or by mail or by telegram; special meetings shall be
called by the Chief  Executive  Officer or  Secretary in like manner and on like
notice on the written request of a majority of the directors.

                  Section 4. At  all  meetings  of the  Board  of  Directors,  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 By-laws.  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 By-Laws 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 By-Laws.

                                  ARTICLE VIII
                                    OFFICERS

                  Section 1. The officers of the Corporation  shall be chosen by
the Board of Directors, shall include a Chief Executive Officer and a President,
and may  include  a  Chairman  of the  Board  (who  shall be  selected  from the
directors  then  serving),  one or more Vice Chairmen of the Board (who shall be
selected  from  the  directors  then  serving),   one  or  more  Executive  Vice
Presidents, Senior Vice Presidents, and Vice Presidents, respectively, a General
Counsel, a Secretary,  one or more Assistant  Secretaries,  a Treasurer,  one or
more Assistant Treasurers,  and a Controller.  Any number of offices may be held
by the same  person,  but if an  instrument  is required by law to be  executed,
acknowledged  or verified by two or more  officers,  no officer  shall  execute,
acknowledge  or  verify  such  instrument  in more  than one  capacity  for such
purpose.

                  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 Board of Directors at the first
meeting after each annual meeting of stockholders shall choose a Chief Executive
Officer,  a President  and such other  officers as shall be  designated  at such
time,  including,  if so designated,  a Chairman of the Board,  one or more Vice
Chairmen of the Board,  Executive Vice  Presidents,  Senior Vice  Presidents and
Vice  Presidents,  respectively,  a General  Counsel,  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 Chief  Executive  Officer  may  determine  from time to time.
Subject to the below provisions, each of the officers of the Corporation elected
by the Board of Directors or  appointed by an officer in  accordance  with these
By-Laws shall have the powers and duties prescribed by law, by the By-Laws or by
the Board of Directors  and, in the case of appointed  officers,  the powers and
duties prescribed by the appointing officer, and, unless otherwise prescribed by
the By-Laws or by the Board of Directors or such appointing officer,  shall have
such further powers and duties as ordinarily pertain to that office.

                  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 do and perform such
duties as may from time to time be assigned to him by the Board of  Directors or
the Chief Executive Officer.

                                    ARTICLE X
                             CHIEF EXECUTIVE OFFICER

                  Section 1. The Chief  Executive  Officer  shall preside at all
meetings  of the  stockholders  and of the  Board of  Directors,  and shall be a
member, ex officio, of all committees,  except the Audit, Finance,  Stock Option
and Executive  Compensation  committees.  The Chief Executive Officer 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 Chief  Executive  Officer 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 and  exclusively  delegated by
the Board of Directors to some other officer or agent of the Corporation.

                                   ARTICLE XI
                           VICE CHAIRMAN OF THE BOARD

                  Section 1. In the absence of the Chief Executive Officer,  the
Vice  Chairman  (or,  if there  exists  more  than one Vice  Chairman,  the Vice
Chairman  designated  by the  Board  of  Directors)  shall  serve  as the  Chief
Executive  Officer of the  Corporation.  The Vice  Chairmen  of the Board  shall
advise and counsel with the Chief  Executive  Officer 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 or the Chief Executive
Officer.

                  Section 2. Any Vice  Chairman  of  the  Board,  to the  extent
delegated by the Chief Executive Officer or the Board of Directors,  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 XII
                                    PRESIDENT

                  Section 1. The President shall be the chief  operating officer
 of the Corporation.

                  Section 2. The President  shall have the  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 and  exclusively  delegated by
the Board of Directors or the Chief  Executive  Officer to some other officer or
agent of the Corporation.

                                  ARTICLE XIII
                                 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 authority to sign certificates of stock, bonds, deeds,
mortgages and other contracts, unless required by law to be otherwise signed and
executed and unless the signing and  execution  thereof  shall be expressly  and
exclusively  delegated by the Board of Directors or the Chief Executive  Officer
to some other officer or agent of the  Corporation,  and perform such duties and
exercise  such powers as the Board of Directors or the Chief  Executive  Officer
shall prescribe.

                                   ARTICLE XIV
                                    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 or the Chief  Executive  Officer,
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, the Board of Directors or the Chief Executive Officer.

                                   ARTICLE XV
                                    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 the Chief Executive Officer.

                  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  and the Chief  Executive  Officer 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 Chief  Executive
Officer 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, the Board of Directors or the Chief Executive Officer.


                                   ARTICLE XVI
                                   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 Board of  Directors  and the Chief  Executive
Officer.

                                  ARTICLE XVII
                 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 XVIII
                             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 XVIII,  Section 2 of these
By-Laws,  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, Chief Executive  Officer,  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.

                  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 Board of 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 Board of Directors or of any officer of the Corporation to whom the Board of
Directors  may delegate  appropriate  authority,  it is proper to waive the bond
requirement.

                                   ARTICLE XIX
                   INSPECTION OF BOOKS, CHECKS AND FISCAL YEAR

                  Section 1. The Board of 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 Chief Executive Officer 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 XX
                           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 XXI
                                     NOTICES

                  Section 1. Whenever under the provisions of the Certificate of
Incorporation  or of these  By-Laws  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 By-Laws. 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 XXII
                                 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 By-Law 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 thin Section 2.

                  Section 3. The indemnification and advance payment of expenses
as  provided in this  Article  XXII 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 By-Law or otherwise.

                  Section 4. If any provision of this Article XXII 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 XXII
shall not in any way be affected or impaired thereby.

                  Section 5. Any  amendment,  repeal  or  modification  of these
By-Laws,  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 XXII 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.  The provisions of this By-Law shall
be applicable to all Legal Actions made or commenced after the adoption  hereof,
whether  arising  from acts or omissions  to act  occurring  before or after its
adoption. The provisions of this By-Law shall be deemed to be a contract between
the  Corporation and each director or officer who serves in such capacity at any
time while this By-Law and the  relevant  provisions  of Delaware  Law and other
applicable law, if any, are in effect.  If any provision of this By-Law shall be
found  to be  invalid  or  limited  in  application  by  reason  of  any  law or
regulation, it shall not affect the validity of the remaining provisions hereof.
The rights of indemnification provided in this By-Law shall neither be exclusive
of, nor be deemed in  limitation  of, any rights to which an officer,  director,
employee or agent may  otherwise  be entitled or  permitted  by  contract,  this
By-Law,  vote of stockholders or directors or otherwise,  or as a matter of law,
both as to actions in such person's  official  capacity and actions in any other
capacity while holding such office,  it being the policy of the Corporation that
indemnification  of any person whom the  Corporation  is  obligated to indemnify
pursuant to this By-Law shall be made to the fullest extent permitted by law.

                                  ARTICLE XXIII
                                   AMENDMENTS

                  Section 1. These  By-Laws  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,  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;  provided, however, that, notwithstanding any
other  provisions of these By-Laws or any provision of law which might otherwise
permit a lesser vote of the stockholders, the affirmative vote of the holders of
at least 75 percent in voting power of all shares of the Corporation entitled to
vote generally in the election of directors,  voting together as a single class,
shall be  required  in order  for the  stockholders  to  alter,  amend or repeal
Section 8 and Section 11 of Article III,  Sections 2 and 6 of Article IV or this
proviso  to this  Article  XXIII of these  By-Laws  or to  adopt  any  provision
inconsistent with any of such Sections or with this proviso.


                                   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 By-Laws of said  Corporation
in effect on the date of this certificate.

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



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


(SEAL)