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                                                                    EXHIBIT 3.4

                                    BY-LAWS
                                       OF
                              LINDBERG CORPORATION

                     [As amended through October 23, 1996]



                                   ARTICLE I

                                    Offices

     Section 1.  The registered office of the corporation in Delaware shall be
in the City of Wilmington, County of New Castle.

     Section 2.  The corporation may also have offices at such other places
both within and without the State of Delaware as the board of directors may
from time to time determine or the business of the corporation may require.

                                   ARTICLE II

                            Meetings of Stockholders

     Section 1.  All meetings of the stockholders for the election of directors
shall be held in the City of Chicago, State of Illinois, at such place as may
be fixed from time to time by the board of directors, or at such other place
either within or without the State of Delaware as shall be designated from time
to time by the board of directors and stated in the notice of the meeting.
Meetings of stockholders for any other purpose may be held at such time and
place, within or without the State of Delaware, as shall be stated in the
notice of the meeting or in a duly executed waiver of notice thereof.

     Section 2.  Annual meetings of stockholders shall be held at 9:00 A.M. on
the last Wednesday in April of each year if not a legal holiday, or if a legal
holiday, then on the next secular day following, or at such other date and time
as shall be designated from time to time by the board of directors and stated
in the notice of the meeting.  At each annual meeting, stockholders shall elect
by such vote as is required by Article Tenth of the corporation's certificate
of incorporation a board of directors, and transact such other business as may
properly be brought before the meeting.  Elections of directors need not be by
written ballot.

     Section 3.  For business properly to be brought before any meeting of
stockholders by a stockholder, the stockholder must have given timely notice



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thereof in proper written form to the secretary of the corporation.  To be
timely, a stockholder's notice must be delivered to or mailed and received at
the principal executive offices of the corporation not less than 30 days nor
more than 60 days prior to the date of the meeting; provided, however, that in
the event that less than 40 days notice or prior public disclosure of the date
of the meeting is given or made to stockholders, for such notice by the
stockholder to be timely, it must be so received prior to the date of the
meeting and not later than the close of business on the tenth day following the
day on which such notice of the date of the meeting was mailed or such public
disclosure was made.  To be in proper written form, a stockholder's notice to
the secretary shall set forth in writing as to each matter the stockholder
proposes to bring before the meeting:  (i) a brief description of the business
desired to be brought before the meeting and the reasons for conducting such
business at the meeting; (ii) the name and address, as they appear on the
corporation's books, of the stockholder proposing such business; (iii) the
number of the shares of capital stock of the corporation which are owned by the
stockholder, beneficially and of record, as of the record date for the meeting;
and (iv) any material interest of the stockholder in such business. The
chairman of the meeting shall have the sole authority to determine whether
business was properly brought before the meeting in accordance with the
provisions of this Section 3 of Article II and, if the chairman of the meeting
should determine that any such business was not so properly brought, he or she
shall so declare to the meeting, and any such business not properly brought
before the meeting shall not be transacted.

     Section 4.   Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting not less than ten nor more than 60 days (or in the case a vote of
stockholders on a merger or consolidation is one of the stated purposes of the
annual meeting, not less than 20 or more than 60 days) before the date of the
meeting.

     Section 5.  The officer who has charge of the stock ledger of the
corporation shall prepare, or cause to be prepared, at least ten days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder.  Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held.  The list shall also be produced and kept at the time and place
of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.


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     Section 6.  Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the chairman of the board or the president and
shall be called by the president or secretary at the request in writing of a
majority of the board of directors.  Such request shall state the purpose or
purposes of the proposed meeting.

     Section 7.  Written notice of a special meeting stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not less than ten or more than 60 days (or in the case
of a merger or consolidation, not less than 20 or more than 60 days) before the
date of the meeting, to each stockholder entitled to vote at such meeting.

     Section 8.  Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

     Section 9.  The holders of a majority of the shares of stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation.  Abstentions shall be counted as present in
person or represented by proxy for purposes of determining the existence of a
quorum.  If, however, such quorum shall not be present or represented at any
meeting of the stockholders, the stockholders entitled to vote thereat, present
in person or represented by proxy, shall have power to adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present or represented.  At such adjourned meeting at which a
quorum shall be present or represented any business may be transacted which
might have been transacted at the meeting as originally notified.  If the
adjournment is for more than 30 days, or if after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the adjourned meeting
shall be given to each stockholder of record entitled to vote at the meeting.

     Section 10.  When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting
(other than the election of directors, which shall be determined by a plurality
vote), unless the question is one upon which, by express provision of statute,
these by-laws or of the certificate of incorporation, a different vote is
required, in which case such express provision shall govern and control the
decision of such question.  Abstentions shall not be included in calculating
the number of votes cast on, in favor of, or in opposition to any questions.


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     Section 11.  Unless otherwise provided in the certificate of incorporation
or these by-laws,  each stockholder shall at every meeting of the stockholders
be entitled to one vote in person or by proxy for each share of the capital
stock having voting power held by such stockholder, but no proxy shall be voted
or acted upon after eleven months from its date, unless the proxy expressly
provides for a longer period.

                                  ARTICLE III

                                   Directors

     Section 1.  The number of directors which shall constitute the whole board
of directors shall be a maximum of seven.  The number of directors may be
changed from time to time, as provided by Article Tenth of the corporation's
certificate of incorporation.  Directorships, the terms of which expire as
provided in said Article Tenth, shall be filled at each annual meeting of the
stockholders, except as provided in Section 2 of this Article III, and each
director elected shall hold office until his successor is elected and qualified
or until his earlier resignation or removal.  Directors need not be
stockholders.

     Section 2.  Any vacancies occurring in the board of directors and
newly-created directorships resulting from an increase in the authorized number
of directors may be filled by a majority of the remaining directors though less
than a quorum of the board of directors, and any director so chosen shall hold
office until the next election of the class for which he was chosen and until
his successor is duly elected and qualified.

     Section 3.  Nominations for any election of a director may be made by the
board of directors, a committee appointed by the board of directors, or by any
stockholder entitled to vote generally in the election of directors who
complies with the procedures set forth in this Section 3 of Article III.  All
nominations by stockholders must be made pursuant to timely notice in proper
written form to the secretary of the corporation.  To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the corporation not less than 30 days nor more
than 60 days prior to the date of the meeting; provided, however that in the
event that less than 40 days notice or prior public disclosure of the date of
the meeting is given to stockholders, for such notice by the stockholder to be
timely, it must be so received prior to the date of the meeting and not later
than the close of business on the tenth day following the day on which such
notice of the date of the meeting was mailed or such public disclosure was
made.  To be in proper written form, such stockholder's notice shall set forth
in writing (a) as to each person whom the stockholder proposes to nominate for
election or reelection 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

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case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended, including, without limitation, such person's written consent to being
named in the proxy statement as a nominee and to serving as a director if
elected; and (b) as to the stockholder giving the notice (i) the name and
address, as they appear on the corporation's books, of such stockholder and
(ii) the number of shares of capital stock of the corporation which are owned
by such stockholder, beneficially and of record, as of the record date for the
meeting.  At the request of the board of directors, any person nominated by the
board of directors, or a committee appointed by the board of directors, for
election as a director shall furnish to the secretary of the corporation the
information required to be set forth in a stockholder's notice of nomination
which pertains to the nominee.  The chairman of the meeting shall, if the facts
warrant, determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by this Section 3 of Article III, and
the defective nomination shall thereupon be disregarded.

     Section 4.  The business of the corporation shall be managed by its board
of directors, which 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
only by the stockholders.

                       Meetings of the Board of Directors

     Section 5.  The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

     Section 6.  The first meeting of each newly elected board of directors
shall be held without other notice than this by-laws, immediately after, and at
the same place as, the annual meeting of stockholders, provided a quorum shall
be present.  In the event of the failure to hold the first meeting of a newly
elected board at such time and place, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.

     Section 7.  Regular meetings of the board of directors may be held without
notice at such time and at such place as shall from time to time be determined
by the board.

     Section 8.  Special meetings of the board may be called by the chairman of
the board or the president on two days' notice to each director, either
personally or by mail or by telegram; special meetings shall be called by the
president or secretary in like manner and on like notice at the written request
of two directors.


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     Section 9.  At all meetings of the board a majority of the total number of
directors then constituting the whole board shall constitute a quorum for the
transaction of business and the vote 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.  If a quorum shall not be present at any
meeting of the board of directors, a majority of 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.

     Section 10.  Unless otherwise restricted by the certificate of
incorporation or these by-laws, any action required or permitted to be taken at
any meeting of the board of directors or of any committee thereof may be taken
without a meeting, if all members of the board or committee, as the case may
be, consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the board or committee; and any member of the board
of directors or of any committee thereof may participate in a meeting of such
board or committee 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 such meeting shall constitute present in
person at such meeting.

                            Committees of Directors

     Section 11.  The board of directors may have any executive committee, an
audit committee, an executive compensation committee, a finance committee, a
nominating committee, an incentive stock option committee, a directors stock
option committee, and such other committees as they may designate by resolution
passed by a majority of the whole board, each committee to consist of one or
more of the directors of the corporation.  The board may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee.  Any such committee, to
the extent provided in the resolution of the board of directors, when the board
of directors is not in session, shall have and may exercise the powers of the
board of directors in the management of the business and affairs of the
corporation and may authorize the seal of the corporation to be affixed to all
papers which may require it; provided, however, that in the absence or
disqualification of any member of such committee or committees or alternate
members designated by the board, the member or members thereof present at any
meeting and not disqualified from voting, whether or not he or they constitute
a quorum, may unanimously appoint another member of the board of directors to
act at the meeting in the place of any such absent or disqualified member.
Notwithstanding the foregoing provisions of this Section 10 of this Article
III, no such committee shall have the power or authority in reference to
amending the certificate of incorporation, adopting an agreement of merger or
consolidation,

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recommending to the stockholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets, recommending to the
stockholders a dissolution of the corporation or a revocation of the
dissolution, or amending the by-laws of the corporation; and, unless the
resolution or the certificate of incorporation expressly so provide, no such
committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock.  Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the board of directors.

     Section 12.  Each committee shall have a chairman, appointed by the board
of directors, who shall preside at all meetings of such committee.  Each
committee shall keep regular minutes of its meetings and report the same to the
board of directors when required.

                           Compensation of Directors

     Section 13.  Unless otherwise restricted by the certificate of
incorporation or these by-laws, the board of directors shall have authority to
fix the compensation of directors.  The directors may be paid their expenses,
if any, of attendance at each meeting of the board of directors and may be paid
a fixed sum for attendance at each meeting of the board of directors or a
stated salary as director.  No such payment shall preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.  Members of special or standing committees may be allowed like
compensation for attending committee meetings, and the chairmen of such
committees may be paid an additional fixed sum for their services as chairmen.

                                   ARTICLE IV

                                    Notices

     Section 1.  Notices to directors and stockholders shall be in writing and
delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the corporation.  Notice by mail shall be
deemed to be given at the time when the same shall be mailed.  Notice to
directors may also be given by telegram or by electronic facsimile transmission
and shall be deemed to be given at the time of delivery to the telegraph
company or at the time of electronic facsimile transmission.

     Section 2.  Whenever any notice is required to be given by statute or by
the certificate of incorporation or these by-laws, a waiver thereof in writing
signed by the person or persons entitled to said notice, whether before or
after the time stated therein, shall be deemed equivalent thereto.


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                                   ARTICLE V

                                    Officers

     Section 1.  The officers of the corporation shall include a chairman of
the board, a president, one or more vice presidents (the number and designation
thereof to be determined by the board of directors), a secretary, a treasurer,
a controller and such assistant secretaries, assistant treasurers or other
officers as may be elected or appointed by the board of directors.  Any two or
more offices may be held by the same person.

     Section 2.  The board of directors at its first meeting after each annual
meeting of stockholders shall elect a chairman of the board and president from
among the directors and shall elect one or more vice presidents, a secretary, a
treasurer and such assistant officers or other officers as it shall deem
advisable.

     Section 3.  The board of directors may from time to time appoint such
other officers and agents as it shall deem advisable, who shall hold their
offices for such terms and shall perform such duties as from time to time may
be prescribed by the board of directors or the president.

     Section 4.  The salaries of all officers of the corporation shall be fixed
by the board of directors.

     Section 5.  Each officer of the corporation shall hold office until his
successor is chosen and qualified or until his earlier death, resignation or
removal.  Any officers elected or appointed by the board of directors may be
removed at any time by the affirmative vote of a majority of the board of
directors.  Election or appointment as an officer or agent shall not of itself
create contract rights.  Any vacancy occurring in any office of the corporation
may be filled by the board of directors.

                             Chairman of the Board

     Section 6.  The chairman of the board shall preside at all meetings of the
stockholders and the board of directors.  He may sign certificates for shares
of the corporation and any deeds, mortgages, bonds, contracts, or other
instruments which the board of directors has authorized to be executed, whether
or not under the seal of the corporation, except in cases where the signing and
execution thereof shall be expressly delegated by the board of directors or by
these by-laws to some other officer or agent of the corporation, and he shall
perform such other duties and have such other powers as from time to time may
be prescribed by the board of directors.


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                                   President

     Section 7.  The president shall be the chief executive officer of the
corporation.  Subject to the direction of the board of directors, he shall have
general and active management responsibility for the business of the
corporation and general supervision of the other officers, agents and employees
of the corporation and shall see that all orders and resolutions of the board
of directors are carried into effect.  In the absence of the chairman of the
board, or in the event of his inability to act, he shall preside at all
meetings of the stockholders and of the board of directors.  He may sign
certificates for shares of the corporation, and any deeds, mortgages, bonds,
contracts, or other instruments, whether or not under the seal of the
corporation, except in cases where the signing and execution thereof shall be
expressly delegated by the board of directors or by these by-laws to some other
officer or agent of the corporation, and shall perform such other duties and
have such other powers as from time to time may be prescribed by the board of
directors.

                                Vice Presidents

     Section 8.  In the absence of the president, or in the event of his
inability to act, the vice president (or if there be more than one, the
executive vice presidents, senior vice presidents or the vice presidents in the
order designated, or in the absence of any designation then in the order named
in the most recent resolution providing for the annual election of officers)
shall perform the duties of the president and when so acting shall have all the
powers of, and be subject to all the restrictions upon, the president.  The
vice presidents shall perform such other duties and have such other powers as
from time to time may be prescribed by the board of directors or the president.

                                   Secretary

     Section 9.  The secretary shall:  (a) keep the minutes of the
stockholders' and the board of directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these by-laws or as required by law; (c) be
custodian of the corporate records and of the seal of the corporation and see
that the seal of the corporation or a facsimile thereof is affixed to, and
attested to, all certificates for shares prior to the issue thereof and that
the seal of the corporation is affixed to, and attested to, all documents, the
execution of which on behalf of the corporation under its seal is duly
authorized in accordance with the provisions of these by-laws; (d) keep or
cause to be kept a register of the mailing address of each stockholder which
shall be furnished to the secretary or any transfer agent of the corporation by
such stockholder; (e) sign, with the chairman of the board, the president or a
vice president, certificates for shares of the corporation, the issue of which
shall have been authorized by resolution of the board of directors;

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(f) have general charge of the stock transfer books of the corporation; and (g)
in general perform all duties incident to the office of the secretary and such
other duties as from time to time may be prescribed by the board of directors
or the president.

                                   Treasurer

     Section 10.  The treasurer shall have charge and custody of and be
responsible for all funds and securities of the corporation, the receipt and
disbursement, subject to the direction of the board of directors, of all moneys
due and payable to or by the corporation and to deposit funds and securities of
the corporation in such banks, trust companies or other depositaries as shall
be selected in accordance with these by-laws; and (b) in general perform all
the duties incident to the office of treasurer and such other duties as from
time to time may be prescribed by the board of directors, the president or the
chief financial officer.  If required by the board of directors, the treasurer
shall give a bond for the faithful discharge of his duties in such sum and with
such surety or sureties as the board of directors shall determine.

                 Assistant Treasurers and Assistant Secretaries

     Section 11.  The assistant secretaries as thereunto authorized by the
board of directors may sign with the chairman of the board, the president or a
vice president certificates for shares of the corporation, the issue of which
shall have been authorized by a resolution of the board of directors.  The
assistant treasurers shall, if required by the board of directors, give bonds
for the faithful discharge of their duties in such sums and with such sureties
as the board of directors shall determine.  The assistant secretaries and
assistant treasurers in general shall perform such duties as from time to time
may be prescribed by the secretary or the treasurer, respectively, or by the
board of directors or the president.

                                   Controller

     Section 12.  The controller shall:  (a) have responsibility to record the
transactions of the corporation in the books of account of the corporation; (b)
report the results of operations and financial condition of the corporation to
stockholders, directors, and officers of the corporation; (c) maintain proper
internal controls over the assets of the corporation, and (d) in general
perform such other duties as from time to time may be prescribed by the chief
financial officer, by the board of directors, or by the president.


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                                   ARTICLE VI

               Contracts, Loans, Checks, Deposits and Investments

     Section 1.  The board of directors may authorize any officer or officers,
agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances.

     Section 2.  No loans shall be contracted on behalf of the corporation and
no evidence of indebtedness shall be issued in its name unless authorized by a
resolution of the board of directors.  Such authority may be general or
confined to specific instances.

     Section 3.  All checks, drafts or other orders for the payment of money,
notes or other evidences of indebtedness issued in the name of the corporation
shall be signed by such officer or officers, agent or agents of the
corporation, and in such manner, as shall from time to time be determined by
resolution of the board of directors.

     Section 4.  All funds of the corporation not otherwise employed shall be
deposited from time to time to the credit of the corporation in such banks,
trust companies or other depositaries as the board of directors may authorize.

                                  ARTICLE VII

                   Certificates for Shares and Their Transfer

     Section 1.  Each holder of stock in the corporation shall be entitled to
have a certificate in such form as may be determined by the board of directors,
signed by or in the name of the corporation by the chairman of the board, the
president or a vice president and by the secretary or an assistant secretary,
or the treasurer or an assistant treasurer of the corporation, and sealed with
the seal or a facsimile of the seal of the corporation.  All certificates for
shares shall be consecutively numbered or otherwise identified.  The name of
the person to who the shares represented thereby are issued, and with the
number of shares and date of issue, shall be entered on the book of the
corporation.

     Section 2.  Upon surrender to any transfer agent of the corporation of a
certificate for shares of the corporation, duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, the
corporation shall issue a new certificate to the person entitled thereto and
cancel

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the old certificate and record the transaction on the books of the corporation.
The person in whose name shares stand on the books of the corporation shall be
deemed the owner thereof for all purposes as regards the corporation.

     Section 3.  The board of directors may appoint one or more transfer agents
and registrars of transfers, and may require all stock certificates to be
countersigned by such transfer agent and registered by such registrar.  The
board of directors shall have authority to make or approve rules and
regulations concerning the issue, transfer and registration of certificates for
shares.

     Section 4.  In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if such officer, transfer agent or registrar were still authorized at the
date of issue.

     Section 5.  The board of directors may authorize the issuance of a new
certificate in lieu of a certificate alleged by the holder thereof to have been
stolen, lost mutilated or destroyed, upon compliance by such holder, or his
legal representatives, with such requirements as the board of directors may
impose or authorize.  Such authorization by the board of directors may be
general or confined to specific instances.

                                  ARTICLE VIII

                               Fixing Record Date

     In order that the corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof,
or to express consent to corporate action in writing without a meeting, or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect to any change,
conversion or exchange of stock or for the purpose of any other lawful action,
the board of directors may fix, in advance, a record date, which shall be given
not less than ten nor more than sixty days (or in the case of a merger or
consolidation, not less than twenty or more than sixty days) before the date of
such meeting, nor more than sixty days prior to any other action.  A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the board of directors may fix a new record date for
the adjourned meeting.


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                                   ARTICLE IX

                                   Dividends

     The board of directors may from time to time, declare, and the corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law and its certificate of incorporation.

                                   ARTICLE X

                               General Provisions

                                      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 seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                                  Fiscal Year

     Section 2.  The fiscal year of the corporation shall begin on the first
day of January in each year and end on the thirty-first day of December in each
year.

                                   ARTICLE XI

                                   Amendments

     Section 1.  Subject to the provisions of Article Tenth of the
corporation's certificate of incorporation, these by-laws may be altered,
amended or repealed and new by-laws may be adopted at any meeting of the board
of directors or at any meeting of stockholders, held pursuant to notice duly
given.

                                  ARTICLE XII

                              Emergency Directors

     Section 1.  The board of directors, by resolution, may provide for
emergency directors and appoint or designate the manner in which emergency
directors shall be determined.  To the extent provided in said resolution and
as provided by Section 110 of the Delaware General Corporation Law, such
emergency directors, together with any remaining directors able to perform
their duties, shall have and may exercise the powers of the board of directors
in the management of the business and affairs of the corporation, and shall
thereby be deemed to constitute the board of directors of the corporation,
during any interval commencing when the board of directors shall be unable to
function by reason of

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vacancies due to death, incapacity, or catastrophe or other similar emergency
conditions, as a result of which a quorum of the board of directors or a
standing committee thereof cannot readily be convened for action.  Such
emergency directors, including any remaining directors able to perform their
duties, shall, during the term they are authorized to function as provided
herein, have the power to appoint such temporary officers to fill existing
vacancies as the circumstances may require, to remove officers as the
circumstances may require, to authorize the seal of the corporation to be
affixed to all papers which may require it, and to take any and all other
actions as may be required and permitted in conformity with the provisions of
Section 110 of the Delaware General Corporation Law.  The emergency directors
shall consist of any available members of the board of directors and any other
persons in such order as named by the board of directors on any list as it may
compile from time to time for purposes of appointing such emergency directors.
If the board of directors shall have failed to compile any list for purposes of
appointing emergency directors, the emergency directors shall consist of (in
the order specified below) any available members of the board of directors, the
chairman of the board, the president, the vice presidents (in order of
seniority), the secretary, the treasurer, the controller, the assistant
secretaries (in order of seniority), and the assistant treasurers (in order of
seniority) of the corporation.  The chairman of the emergency directors shall
be the highest ranking available person on any list compiled by the board of
directors for purposes of appointing the emergency directors, or, if the board
of directors shall have failed to compile any such list, the highest ranking
available person of the following:  the chairman, the most senior member of the
board of directors, the president, the most senior vice president, the
secretary, the treasurer, the controller, the most senior assistant secretary,
and the most senior assistant treasurer.

     Section 2.  The emergency directors shall meet as promptly as possible
after the occurrence of the event herein described which would activate their
appointment and at such subsequent time or times as it may designate until a
board of directors has been duly elected by the stockholders and qualified.  A
meeting of the emergency directors may be called by any emergency director,
notice of which meeting need be given only to such emergency directors as it is
feasible to reach at the time.  Such emergency directors shall make their own
rules of procedure except to the extent otherwise provided by resolution of the
board of directors.  The emergency directors in attendance at the meeting shall
constitute a quorum.

     Section 3.  During such times as the emergency directors shall be required
to function pursuant to the provisions hereof, in the absence of the chief
executive officer, the chairman of said emergency directors shall function as,
and have the powers of, the chief executive officer of the corporation and
shall preside at all meetings of the stockholders and the emergency directors.
The 

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chief executive officer shall have and exercise, subject to the direction
of the emergency directors, general charge and supervision over the business
and affairs of the corporation.

     Section 4.  To the extent not inconsistent with the provisions of this
Article XII or Section 110 of the Delaware General Corporation Law, all other
provisions of these bylaws shall remain in effect during the interval in which
the emergency directors shall be required to function pursuant to the
provisions hereof.

                                  ARTICLE XIII

                                Indemnification

     Section 1.  The right to indemnification conferred by Article Eighth of
the corporation's certificate of incorporation shall include the right to be
paid by the corporation the expenses (including attorneys' fees) incurred in
defending any such proceeding in advance of its final disposition; provided,
however, that if the Delaware General Corporation Law requires, an advancement
of expenses incurred by an indemnitee in his capacity as a director or officer
(and not in any other capacity in which service was or is rendered by such
indemnitee, including, without limitation, service to an employee benefit plan)
shall be made only upon delivery to the corporation of an undertaking, by or on
behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined that such indemnitee is not entitled to be indemnified
for such expenses under Article Eighth of the corporation's certificate of
incorporation or otherwise.  This Article XIII shall not be amended in a manner
which diminishes the rights conferred hereby upon any then current or former
director or officer of the corporation.



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