Exhibit 3 

















                          AMENDED AND RESTATED BYLAWS

                           (As of October 23, 1997)

                                      of

                         American General Corporation

                                Houston, Texas
<PAGE>






                          AMENDED AND RESTATED BYLAWS
                                      OF
                         AMERICAN GENERAL CORPORATION



                                  ARTICLE I.

                                 Capital Stock

SECTION  1. Certificates  for  Shares.   The  certificates for  shares of  the
capital stock of the company shall be in such form as shall be approved by the
board of  directors.  The certificates shall be signed  by the chairman of the
board or president, and also by the secretary, and may be sealed with the seal
of  the  company or  a  facsimile  thereof.   Where  any  such certificate  is
countersigned  by a transfer  agent, or registered  by a  registrar, either of
which is  other than  the company itself  or an employee  of the  company, the
signatures of the chairman of the board or president and of  the secretary may
be facsimiles.   The certificates shall be consecutively numbered and shall be
entered on the stock records of the company as they are issued, and each shall
exhibit the holder's name and the number of shares.

SECTION 2. Transfer  of Shares.  The shares  of stock of the company  shall be
transferable only  on the  stock  records of  the  company by  the  registered
holders  thereof in  person or  by their  duly authorized  attorneys  or legal
representatives, upon surrender of  certificates representing such shares duly
endorsed  or in  proper  form  for  transfer,  with  appropriate  evidence  of
authority to transfer, and cancellation thereof.

SECTION 3. Fixing of Record Date; Closing  of Transfer Books.  For the purpose
of determining shareholders entitled to notice of or to vote at any meeting of
shareholders,  or any adjournment thereof,  or entitled to  receive payment of
any dividend, or for any other proper purpose,  the board of directors may fix
in  advance  a  date  as  the  record  date  for  any  such  determination  of
shareholders, such date in any case  to be not more than fifty (50)  days and,
in case of a meeting of shareholders, not less than ten (10) days prior to the
date  on   which  the  particular  action  requiring   such  determination  of
shareholders is to be  taken.  In lieu of  fixing a record date, the  board of
directors may  provide that the stock  transfer books of the  company shall be
closed for a stated  period not to exceed, in  any case, fifty (50) days.   If
the  stock transfer  books shall  be  closed for  the  purpose of  determining
shareholders entitled  to notice of or  to vote at a  meeting of shareholders,
such books  shall be closed for  at least ten (10)  days immediately preceding
such meeting.  If the stock transfer  books are not closed and no record  date
is  fixed for the  determination of shareholders  entitled to notice  of or to
vote at a meeting of shareholders, or shareholders entitled to receive payment
of a dividend, the  date on which the notice  of the meeting is mailed  or the
date on which the resolution of the board of directors declaring such dividend
is  adopted,  as  the  case  may  be,  shall  be  the  record  date  for  such
determination of shareholders.

When  a determination  of shareholders  entitled  to vote  at  any meeting  of
shareholders  has been made as provided herein, such determination shall apply
to any adjournment of the meeting except where the determination has been made
through  the closing of stock transfer books  and the stated period of closing
has expired.
<PAGE>







SECTION 4.  Registered Shareholders.  The  company 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 or  entity,  whether or  not  it shall  have  express or  other  notice
thereof, except as expressly provided by the laws of the State of Texas.

SECTION 5. Lost, Destroyed, or Stolen  Stock Certificates.  No certificate for
shares of  stock in the  company shall be  issued in place of  any certificate
alleged  to have  been  lost, destroyed,  or  stolen except  on production  of
evidence satisfactory  to the board of directors, or such person or persons as
it may designate,  of such loss, destruction, or  theft, and, if the  board of
directors so requires, upon the furnishing of an indemnity bond in such amount
(but not  to exceed twice the  then-market value of the  shares represented by
the  certificate) and with such terms and such surety or sureties as the board
of directors may, in its discretion, require.

SECTION  6. Regulations.   The  board of  directors shall  have the  power and
authority to  make all such rules  and regulations to the  extent permitted by
law, the articles of incorporation, and these bylaws, as it may deem expedient
concerning the  issue, transfer, registration, or  replacement of certificates
for shares of the capital stock of the company.


                                  ARTICLE II.

                                 Shareholders

SECTION 1.  Annual Meeting.  The  annual meeting of the  shareholders shall be
held at such hour as shall be  designated by the board of directors either (i)
on the last business  day of April of each  year, or (ii) on such  other date,
not more than thirteen (13) months after the last preceding annual meeting, as
the board of directors shall designate, for the purpose of electing  directors
and for  the transaction  of such  other business as  may properly  be brought
before the meeting.

SECTION 2.  Special  Meetings.   A  special meeting  of shareholders  for  any
purpose or  purposes may be called at  any time by the  chairman of the board,
the president, or a majority of the board of directors, and shall be called by
the chairman  of the board, the  president, or the secretary  upon the written
request therefor, stating the purpose or purposes of the meeting, delivered to
such officer,  signed by  the holders  of at  least ten  percent (10%)  of the
issued and  outstanding shares entitled  to vote at  such meeting.   Only such
business as shall be stated or indicated in the notice of the meeting shall be
transacted at any such special meeting of shareholders.

SECTION 3. Place. The annual  meeting of shareholders may be held at any place
as may  be designated in  the call of  the meeting.  Meetings  of shareholders
shall be held at the  principal office of the company unless another  place is
designated for a meeting in the manner provided herein.

SECTION 4. Notice.  Written or printed notice stating the place, day, and hour
of each meeting of shareholders, and in case of  a special meeting the purpose
or  purposes for which the meeting is called, shall be delivered not less than
ten (10) nor more than fifty (50) days before  the date of the meeting, either
personally  or by  mail, by or  at the  direction of  the officer  calling the
meeting, to each shareholder of record entitled to vote at such meeting.
<PAGE>








SECTION 5. Quorum.  Except as may be otherwise provided by law or the articles
of  incorporation,  no  meeting  of  shareholders shall  elect  directors,  or
transact  other business of  the company,  unless there  shall be  present, in
person or by proxy, a quorum, which is defined as the holders of a majority of
the issued and outstanding shares of capital stock of the  company entitled to
vote at the meeting,  and the act of a  majority of the shares  represented at
any meeting at which a quorum is present shall be the act of the meeting.  The
shareholders present at  any meeting, though less  than a quorum, may  adjourn
the meeting, and any business may  be transacted at the adjourned meeting that
could have been transacted at the original meeting.  No notice of adjournment,
other than the announcement at the meeting, need be given.

SECTION 6.  Proxies. At any  meeting of  shareholders, a shareholder  may vote
either in person  or by proxy executed in writing by the shareholder or by his
duly  authorized attorney-in-fact.    Such proxies  shall  be filed  with  the
secretary of the company before or at the time of the meeting.  No proxy shall
be valid  after eleven  (11)  months from  the date  of  its execution  unless
otherwise provided in the proxy.   Each proxy shall be revocable  unless it is
expressly provided therein that the proxy shall be irrevocable or unless it is
otherwise made irrevocable by law.

SECTION  7. Voting  of Shares.   Each  outstanding share of  a class  of stock
entitled  to  vote  upon  a  matter  submitted to  a  vote  at  a  meeting  of
shareholders  shall  be entitled  to  one  vote on  such  matter.   Votes  for
directors, and upon demand of any shareholder votes upon any question before a
meeting, shall be by ballot.

SECTION 8. Presiding Officer and Secretary.   The chairman of the board, or in
his absence the president, shall preside  at each meeting of shareholders, and
in the  absence of  both such  officers, a  vice chairman of  the board  shall
preside.  Should none  be present, the meeting  shall appoint one of  the vice
presidents, or in the absence of all vice presidents, one of the shareholders,
to preside at  the meeting.  The records of each  meeting shall be kept by the
secretary, or  in his absence  an assistant  secretary, or in  the absence  of
both, a person appointed by the chairman of the meeting.

SECTION 9.  List of Shareholders.  A complete list of shareholders entitled to
vote at each shareholders'  meeting, arranged in alphabetical order,  with the
address of each and number of shares of each class and series of stock held by
each, shall be prepared by the secretary and filed at the registered office of
the company, and  shall be  subject to  inspection by  any shareholder  during
usual business hours for a period of ten (10) days prior to such meeting.   It
shall be produced at such meeting  and shall at all times during such  meeting
be subject to inspection by any shareholder.

SECTION  10.  Inspectors  of  Election.   The  chairman  of  each  meeting  of
shareholders shall appoint a committee to act as inspectors of election.  Such
committee shall report to the  meeting the number of shares of each  class and
series of stock, and of all classes,  represented by proxy and shall prepare a
list showing the total number of shares of each class and series of stock, and
of  all classes, represented either in person  or by proxy.  The inspectors of
election  shall  oversee the  vote  of the  shareholders for  the  election of
directors and for any other  matters that are put to a vote of shareholders at
the meeting; receive a  ballot evidencing votes  cast by the proxy  committee;
judge the  qualifications of shareholders  voting; collect, count,  and report
the results of ballots cast by any shareholders voting in  person; and perform
<PAGE>



such other duties  as may be required  by the chairman  of the meeting or  the
shareholders.






SECTION 11. Nature of Business  at Meetings of Shareholders.  No  business may
be transacted at an  annual meeting of shareholders, other  than business that
is either (a)  specified in the notice of meeting  (or any supplement thereto)
given by or at the direction of the board of directors (or any duly authorized
committee thereof),  (b) otherwise properly brought before  the annual meeting
by  or at  the direction  of the  board of directors  (or any  duly authorized
committee thereof) or (c) otherwise properly brought before the annual meeting
by an shareholder of  the company (i)  who is a shareholder  of record on  the
date of the giving  of the notice provided for  in this Section 11 and  on the
record date  for the determination  of shareholders  entitled to vote  at such
annual  meeting and (ii) who complies with  the notice procedures set forth in
this Section 11.

In addition to  any other applicable requirements, for business to be properly
brought before an annual meeting by  a shareholder, such shareholder must have
given  timely notice thereof  in proper written  form to the  Secretary of the
company.

To be  timely, a shareholder's notice to the Secretary must be delivered to or
mailed and received at the principal executive offices of the company not less
than  one hundred and  twenty (120) days  nor more than  one hundred and fifty
(150) days prior to the  anniversary date of the immediately preceding  annual
meeting of shareholders; provided, however, that in the event that  the annual
meeting  is called for a  date that is  not within thirty (30)  days before or
after such anniversary date, notice  by the shareholder in order to  be timely
must be so received  not later than the close of business  on the tenth (10th)
day  following the day on which such notice  of the date of the annual meeting
was mailed or  such public disclosure  of the date of  the annual meeting  was
made, whichever first occurs.

To be in proper written form, a shareholder's notice to the Secretary must set
forth  as to each matter such shareholder  proposes to bring before the annual
meeting (i) a  brief description of the business desired  to be brought before
the annual  meeting and the reasons for conducting such business at the annual
meeting, (ii) the name and record address of such shareholder, (iii) the class
or series and number of shares of capital stock of the company which are owned
beneficially  or of  record by  such shareholder,  (iv) a  description of  all
arrangements  or understandings between such  shareholder and any other person
or persons  (including their names)  in connection with  the proposal  of such
business by such shareholder and any material interest of such shareholder  in
such business and (v) a representation that such shareholder intends to appear
in  person or by proxy at the annual meeting to bring such business before the
meeting.

No business shall  be conducted at  the annual meeting of  shareholders except
business brought before the  annual meeting in accordance with  the procedures
set forth in this Section 11; provided, however, that, once  business has been
properly brought before the annual meeting in accordance with such procedures,
nothing  in this  Section 11  shall be  deemed to  preclude discussion  by any
shareholder of  any such  business.   If  the Chairman  of  an annual  meeting
determines that business was not properly brought before the annual meeting in
accordance  with the foregoing procedures,  the Chairman shall  declare to the
meeting that the business was not properly brought before the meeting and such
<PAGE>



business shall not be transacted.









                                 ARTICLE III.

                              Board of Directors

SECTION  1. Number,  Term of  Office,  Nomination, Vacancy  and Removal.   The
business affairs and property of  the company shall be managed  and controlled
by the board of directors, and, subject to the restrictions imposed by law, by
the articles  of incorporation, or by these bylaws, the board of directors may
exercise all of the powers of the company.

(a)   Number.   Subject  to the rights  of holders  of any class  or series of
      stock having a  preference over the  Common Stock of  the company as  to
      dividends  or  upon  liquidation  to elect  additional  directors  under
      specified  circumstances, the  number of  the directors  of the  company
      shall be fixed from time to time by the board of directors but shall not
      be fewer  than three (3) nor  more than twenty-five (25).   Within these
      limits,  the number of directors may be increased or decreased (provided
      that  any decrease does not shorten the  term of any incumbent director)
      from time  to time by resolution  of the board of  directors.  Directors
      must  be shareholders, but  they need not  be residents of  the State of
      Texas.

(b)   Election and Terms.   Subject to the  rights of holders of  any class or
      series of stock having a preference over the Common Stock of the company
      as  to dividends or upon liquidation to elect additional directors under
      specified  circumstances,  directors  shall  be elected  at  the  annual
      meeting of the  shareholders.  Each director shall  serve until the next
      annual  meeting  and until  his successor  shall  have been  elected and
      qualified,  or  until  his   earlier  death,  resignation,  or  removal;
      provided, however, that the term of any director who is  also an officer
      of the company or of any subsidiary of  the company shall simultaneously
      terminate  when  that director  ceases, for  whatever  reason, to  be an
      officer  of the company or of any  subsidiary of the company, unless the
      board of directors, in its discretion  and upon resolution adopted by  a
      majority   of  the  remaining  directors  then  in  office,  waives  the
      applicability hereof.

(c)   Nomination of Directors.   Only persons who are nominated  in accordance
      with  the  following  procedures  shall  be  eligible  for  election  as
      directors of the  company, except  as may be  otherwise provided in  the
      Certificate of Incorporation  with respect  to the right  of holders  of
      preferred stock of the company to nominate and  elect a specified number
      of  directors in  certain  circumstances.   Nominations  of persons  for
      election to the board of directors may  be made at any annual meeting of
      shareholders, or at any  special meeting of shareholders called  for the
      purpose of electing  directors, (a) by or at the  direction of the board
      of directors (or  any duly authorized committee  thereof) or (b) by  any
      shareholder of the  company (i) who  is a shareholder  of record on  the
      date of the giving  of the notice provided for in  this Section 1(c) and
      on the record  date for  the determination of  shareholders entitled  to
      vote at such meeting  and (ii) who complies  with the notice  procedures
<PAGE>



      set forth in this Section 1(c).

      In addition to any other applicable requirements, for a nomination to be
      made  by a shareholder, such  shareholder must have  given timely notice
      thereof in proper written form to the Secretary of the company.








      To be timely, a shareholder's notice to the Secretary  must be delivered
      to or  mailed and  received at the  principal executive  offices of  the
      company (a) in the case of an annual meeting, not less than  one hundred
      and twenty (120)  days nor more than one hundred  fifty (150) days prior
      to the anniversary date  of the immediately preceding annual  meeting of
      shareholders;  provided,  however, that  in  the event  that  the annual
      meeting is called for a date that  is not within thirty (30) days before
      or after such anniversary date, notice by the shareholder in order to be
      timely must be so received not  later than the close of business on  the
      tenth (10th) day following the  day on which such notice of  the date of
      the annual meeting was mailed  or such public disclosure of the  date of
      the annual meeting was made, whichever first occurs; and (b) in the case
      of a special meeting of shareholders called for the purpose of  electing
      directors, not  later than the close of business on the tenth (10th) day
      following the day on which notice of the date of the special meeting was
      mailed or public disclosure of the date of the special meeting was made,
      whichever first occurs.

      To  be in proper written  form, a shareholder's  notice to the Secretary
      must set  forth (a) as to  each person whom the  shareholder proposes to
      nominate for election as a director  (i) the name, age, business address
      and  residence address of the  person, (ii) the  principal occupation or
      employment of the person, (iii) the class or series and number of shares
      of  capital stock  of the  company  which are  owned beneficially  or of
      record by  the person  and (iv)  any other information  relating to  the
      person that  would be required to  be disclosed in a  proxy statement or
      other  filings required to be  made in connection  with solicitations of
      proxies  for election  of  directors  pursuant  to  Section  14  of  the
      Securities  Exchange Act of 1934,  as amended (the  "Exchange Act"), and
      the  rules and  regulations promulgated  thereunder; and  (b) as  to the
      shareholder giving the  notice (i) the name  and record address  of such
      shareholder, (ii)  the class or series  and number of shares  of capital
      stock  of the company which are owned  beneficially or of record by such
      shareholder, (iii)  a description of all  arrangements or understandings
      between  such shareholder and each proposed nominee and any other person
      or persons  (including their names) pursuant to  which the nomination(s)
      are to  be made  by such  shareholder, (iv)  a representation that  such
      shareholder intends  to appear in person  or by proxy at  the meeting to
      nominate the persons named in  its notice and (v) any other  information
      relating to such shareholder that would be required to be disclosed in a
      proxy statement or other filings required to be made in  connection with
      solicitations  of proxies for election  of directors pursuant to Section
      14  of  the  Exchange Act  and  the  rules  and regulations  promulgated
      thereunder.  Such  notice must be  accompanied by  a written consent  of
      each  proposed nominee to  being named  as a nominee  and to  serve as a
      director if elected.

      No person  shall be eligible for  election as a director  of the company
<PAGE>



      unless nominated in  accordance with  the procedures set  forth in  this
      Section  1(c).    If the  Chairman  of  the  meeting  determines that  a
      nomination was not made in accordance with the foregoing procedures, the
      Chairman  shall declare to the meeting that the nomination was defective
      and such defective nomination shall be disregarded.










(d)   Vacancies.  Subject to the rights of the holders of any class  or series
      of stock having a  preference over the Common Stock of the company as to
      dividends  or  upon  liquidation  to  elect  directors  under  specified
      circumstances, any vacancies  on the board  of directors resulting  from
      death, resignation, retirement, disqualification, removal from office or
      other cause shall be filled by the affirmative vote of a majority of the
      remaining directors then  in office, even though  less than a  quorum of
      the  board of  directors.   Any  director  so elected  by  the board  of
      directors to fill a vacancy  shall hold office for the remainder  of the
      full term  of the director  whose departure from  the board  created the
      vacancy.   A directorship to be  filled by reason of  an increase in the
      number of  directors by  action of  the board of  directors (within  the
      limits set forth in  paragraph (a) of Section 1 of  this article) may be
      filled by  the board of directors  for a term of  office continuing only
      until the next election  at an annual meeting or at a special meeting of
      shareholders called for that purpose; provided, however, that the  board
      of  directors shall not fill more than two such directorships during the
      period between two successive annual meetings of shareholders.

(e)   Removal.  Subject to the rights of any class or series of stock having a
      preference over  the Common Stock of the company as to dividends or upon
      liquidation  to  elect  directors  under  specified  circumstances,  any
      director may be removed from office,  with or without cause, only by the
      affirmative vote of the  holders of at least seventy-five  percent (75%)
      of  the combined  voting power  of the  then outstanding  shares of  all
      classes of  stock  of the  company  entitled to  vote generally  in  the
      election of directors, voting together as a single class.

SECTION 2. Annual  Meeting.  Each newly elected board  of directors shall hold
its first  meeting immediately  following the annual  meeting of  shareholders
each  year, for the purposes of organization,  the election of officers of the
company,  and the  transaction  of such  other business  as may  properly come
before such meeting, and no notice of such meeting shall be necessary.

SECTION 3. Regular  Meetings.  In addition to the annual  meeting of the board
of directors, four (4) regular meetings shall be held in each year at the time
and  place  designated by  the  chairman  of the  board,  for  the purpose  of
transacting  any business  within the  powers of  the board.   Notice  of such
regular meetings shall be given as provided herein.

SECTION 4.  Special Meetings.   A  special meeting of  the board  of directors
shall be  held  whenever called  by  the chief  executive  officer or  by  the
secretary on the written request of any five (5) of the directors, and at such
time and place as may be specified in the notice thereof.  Such notice, or any
waiver pursuant to Article VII,  Section 6 hereof, need not state  the purpose
or purposes of such meeting.
<PAGE>



SECTION 5. Notice.  The  secretary shall give notice to each director  of each
regular  and  special  meeting  in  person  or by  mail  or  by  any  form  of
telecommunication,  at least twenty-four (24)  hours before the  meeting.  The
attendance of a director at any meeting shall constitute a waiver of notice of
such meeting,  except where  a  director attends  a  meeting for  the  express
purpose of  objecting to the transaction  of any business on  the grounds that
the meeting has not been lawfully called or convened.








SECTION 6.  Quorum.  A majority of the directors  in office shall constitute a
quorum for the transaction of business, but if at  any meeting of the board of
directors there is less than a quorum present, a  majority of those present or
any director solely present may adjourn the meeting from time  to time without
further notice.  The  act of a majority of the directors  present at a meeting
at which a quorum is in attendance shall be the act of the board of directors,
unless  the  act of  a  greater number  is required  by  law, the  articles of
incorporation, or these bylaws.

SECTION 7. Order  of Business and Officers  at Meetings.   At meetings of  the
board of  directors, business shall be  transacted in such order  as the board
may determine from time  to time.  At all meetings of  the board of directors,
the chairman of the board shall preside, and in the absence of the chairman of
the board  the president  shall preside, and  in the  absence of both,  a vice
chairman  shall preside.   Should  all three  be absent,  a chairman  shall be
chosen by  the board  of  directors from  among the  directors  present.   The
secretary of the company  shall act as secretary of all meetings  of the board
of directors,  or in the absence of the secretary an assistant secretary shall
so act; or  in the absence  of both, the  presiding officer shall appoint  any
person to act as secretary of the meeting.

SECTION 8. Compensation.   Directors shall not  receive any stated salary  for
their service  as directors, but  by resolution of  the board of  directors an
annual retainer  may be paid  and a fixed  sum and expenses of  attendance, if
any, may be allowed for  attendance at any meeting of the board  of directors;
provided  that nothing  contained herein  shall be  construed to  preclude any
director  from serving  the  company  in  any  other  capacity  and  receiving
compensation therefor.

SECTION 9. Presumption of Assent.  A director of the company who is present at
a meeting of  the board of directors at which action  on any company matter is
taken shall  be presumed  to have  assented to the  action unless  his dissent
shall be  entered in the minutes  of the meeting  or unless he shall  file his
written  dissent to  such action with  the person  acting as  secretary of the
meeting  before the  adjournment  thereof or  shall  forward such  dissent  by
registered  mail to  the  secretary  of  the  company  immediately  after  the
adjournment  of the  meeting.   Such  right to  dissent shall  not apply  to a
director who voted in favor of such action.

SECTION 10. Retirement.  No director of the company shall stand for reelection
as a  director following  his seventieth  birthday with  the exception  of any
person  who shall  serve, or  has served,  as chief  executive officer  of the
company  at  any time,  who  shall not  be  prevented by  this  provision from
standing for reelection as a director for five years after retirement from the
position of chief executive officer, or until the annual meeting following the
attainment of age seventy-five, whichever shall first occur.  Any director who
<PAGE>



is also  an officer, other than the chief executive officer, of the company or
an  officer of  any subsidiary  of  the company  shall retire  as provided  in
Section 1 of this article.


                                  ARTICLE IV.

                     Committees of the Board of Directors

SECTION  1. Executive Committee.  The board of directors, acting by resolution
adopted by a majority of the full board of directors, may elect from among its
members an  executive committee of not fewer than  three (3) nor more than ten
(10) members, which committee shall have and may exercise all of the authority
of the 






board  of directors in  the business and  affairs of the  company except where
action of  the  full  board of  directors  is specified  by  law.   The  chief
executive officer  shall be a member  of the executive committee  and shall be
chairman of  such committee.  The executive committee shall meet at such times
and places as  may be  fixed by the  committee, or  on the call  of the  chief
executive officer, at such times and places  as may be designated in the  call
of such  meetings.  The  executive committee  shall maintain a  record of  its
proceedings and shall report to each regular meeting of the board of directors
a  summary of  the actions  taken  by such  committee since  the last  regular
meeting of the board of directors.

The executive  committee shall function as the company's nominating committee.
In  its  capacity as  nominating  committee,  it has  the  power  and duty  to
recommend candidates for election to the board of directors, to the committees
of the board, and for the  chairmanship of each committee except the executive
committee.  
SECTION 2.  Audit Committee.   The board  of directors,  acting by  resolution
adopted by a majority of the full board of directors, may elect from among its
members an audit committee of not fewer than three (3) nor more than  ten (10)
members, none of  whom shall be  an officer of  the company or  of any of  its
subsidiaries during  the time of service  on such committee.   The chairman of
the committee shall be elected by a majority of the full board of directors at
the time the committee is  elected or at such time as it  becomes necessary to
elect a  new chairman  because of  the chairman's death  or resignation.   The
audit  committee shall meet  at such times and  places as may  be fixed by the
committee, or on the call of its chairman, at  such times and places as may be
designated  in the  call of  such  meetings.   The committee  shall also  meet
promptly  upon the request  of the  company's principal  independent auditors.
The  audit committee  shall maintain  a record  of  its proceedings  and shall
report  to  the board  of  directors  a summary  of  its  activities not  less
frequently than twice each fiscal year.

The audit committee shall have the following powers and duties:

(a)   to recommend to  the board of  directors each year  the engagement of  a
      firm of  certified public  accountants to  act as  principal independent
      auditors for the company and its subsidiaries;

(b)   to  review at regular intervals  audit arrangements for  the company and
      its subsidiaries and the reports to be rendered;
<PAGE>



(c)   to  review in advance the plan and scope of the audit of the company and
      its subsidiaries to be performed for the following year by the principal
      independent auditors and the related detailed estimate of fees;

(d)   to  review  and approve  non-audit services  and  fees of  the company's
      principal independent auditors, giving  appropriate consideration to the
      possible effect on the auditors' independence  of each non-audit service
      provided;

(e)   to review periodically with the company's principal independent auditors
      the accounting principles and  policies of the company and  such matters
      relating  to  the  internal  auditing  systems  and procedures  and  the
      internal  accounting controls of the company and its subsidiaries as the
      committee or  the board of  directors may determine  to be  necessary or
      desirable;









(f)   to review periodically the  coordination between the company's principal
      independent  auditors and  the  company's internal  audit staff,  and to
      review  with   the  company's   principal  independent   auditors,  upon
      completion of their  audit, their findings  and recommendations and  the
      responses   of   the  company's   management   to   such  findings   and
      recommendations;

(g)   to review the annual  financial statements issued by the  company to its
      security holders;

(h)   to  conduct  from  time  to  time,  or   cause  to  be  conducted,  such
      investigations or inquiries  relating to accounting or audit  matters as
      the facts presented to  the committee warrant  and as the committee  may
      deem  necessary or  appropriate in the  interest of the  company and its
      shareholders;

(i)   to confer  with and  direct the  officers of the  company to  the extent
      necessary  to exercise  the  committee's powers  and  to carry  out  its
      duties;

(j)   to  meet with representatives of any independent auditors of the company
      and/or its internal audit  staff in the absence of  management, whenever
      the committee deems such to be appropriate; and

(k)   to perform such additional duties as may be assigned to the committee by
      the board of directors.

SECTION 3. Personnel Committee.  The board of  directors, acting by resolution
adopted by a majority of the full board of directors, may elect from among its
members a personnel  committee of not fewer  than three (3) nor  more than ten
(10) members, none of whom shall be an officer of the company or of any of its
subsidiaries during  the time of service  on this committee.   The chairman of
the committee shall be elected by a majority of the full board of directors at
the time  the committee is elected or at such  time as it becomes necessary to
elect a  new chairman  because of  the chairman's death  or resignation.   The
committee  shall meet  at  such  times  and places  as  may  be fixed  by  the
committee, or on the call of its chairman, at  such times and places as may be
<PAGE>



designated  in the  call of  such meetings.   The  committee shall  maintain a
record of  its proceedings  and shall  report to each  regular meeting  of the
board of  directors a summary of the actions taken  by the committee since the
last regular meeting of the board of directors.

The personnel committee shall have the following powers and duties:

(a)   to  review  the relationship  of the  contribution  of key  officers and
      employees to the company's performance and prospects;

(b)   to  review and  approve and  recommend  to the  board  of directors  for
      approval or ratification the annual salary of any officer of the company
      or of a subsidiary  of the company whose annual salary is  or will be of
      an amount which will place him  or her among the twenty-five most highly
      salaried officers in the group;

(c)   to review  and approve  or ratify  the annual salary  of any  officer or
      employee of the company or  of a subsidiary of the company  whose annual
      salary is or will be of an amount which  will place him or her among the
      second twenty-five most highly salaried officers in the group;







(d)   to review and  approve incentive compensation and other employee benefit
      programs;

(e)   to review key personnel issues; and

(f)   to perform such additional duties as may be assigned to the committee by
      the board of directors.

SECTION  4. Other  Committees.   In  addition  to  the executive,  audit,  and
personnel committees, the  board of directors may, by  resolution adopted by a
majority of  the full board   of   directors,  elect   from   among  its   own
members  such   other committees as it shall  deem to be appropriate,  each of
which shall have  and may exercise  that authority of  the board of  directors
which  shall  have  been  delegated to  it  in  the  resolution  creating such
committee, except as may be prohibited by law.

SECTION 5. Term  of Office  and Committee Size.   The term  of office of  each
member of  any  committee shall  be  the period  designated  by the  board  of
directors, but shall not be longer than one year and until his successor shall
be elected, unless such member shall be removed by the board  of directors, as
provided  in  this section,  or the  committee is  dissolved  by the  board of
directors.  A member of any committee may be removed during the period between
annual meetings by action  of the majority of the  full board of directors  at
any regular  or special meeting.   The membership of any  committee elected by
the board of directors may be increased or decreased during the period between
annual meetings, subject to any limitations  of this article, by action of the
majority of the full board of directors at any regular or special meeting.

SECTION  6.  Quorum.   A  majority  of  the  members  of any  committee  shall
constitute a quorum for the transaction of business.   The act of the majority
of the members present at a meeting at which  a quorum is present shall be the
act of the committee.

SECTION  7.  Responsibility.    The  designation  of  any  committee  and  the
<PAGE>



delegation thereto  of authority  shall not  operate to  relieve the  board of
directors, or any member thereof, of any responsibility imposed upon it or him
by law.

SECTION 8. Vacancies.  The  board of directors may  fill all vacancies in  any
committee.


                                  ARTICLE V.

                                   Officers

SECTION 1. Titles  and Term of Office.   The board of directors  at its annual
meeting shall  elect officers  of the  company as follows:  a chairman  of the
board, a president and a secretary.  The board of directors may also elect one
or more vice chairmen.  The board of directors or the executive  committee may
elect  other officers, including one or more executive vice presidents, senior
vice presidents, vice presidents,  a general counsel, a controller,  a general
auditor, and other officers and  assistant officers as the board of  directors
or the executive  committee deems necessary.   Each officer shall  hold office
for  the term for which he is elected  and until his successor shall have been
duly elected and 








qualified,  or  until  his  death,  resignation,  or  removal  in  the  manner
hereinafter provided.   One person may  hold more than one  office except that
the president shall  not also hold the  office of secretary.   The chairman of
the board, each vice chairman of the board, if any, and the president shall be
directors of the company, but no other officer need be a director.

SECTION 2.  Removal.   Any officer who  may be  elected only  by the board  of
directors may be removed only by the board of  directors.  Any officer who may
be elected by either the board of directors or the  executive committee may be
removed by either the board of directors or the executive  committee.  Removal
of any officer may occur whenever in the judgment of the board of directors or
the executive committee, as the case may be, the best interests of the company
will be served  thereby, but such  removal shall be  without prejudice to  the
contract  rights, if any,  of the person  so removed.  Election  of an officer
shall not of itself create contract rights.

SECTION 3. Vacancies.   A vacancy in the  office of any officer may  be filled
for the unexpired portion of the term by the board of directors.

SECTION 4. Chief Executive  Officer.  The board  of directors shall  designate
either  the chairman of the  board or the president  to be the chief executive
officer  of  the  company.    All  other  officers  of  the  company shall  be
subordinate to the chief executive  officer and shall report to him as  he may
direct.  The chief executive officer shall have responsibility for the general
management and direction of the business of the company and  for the execution
of  all orders and resolutions of the board  of directors.  In addition to the
powers  prescribed in these  bylaws, he shall  have all of  the powers usually
vested  in the chief executive officer of  a corporation and such other powers
as may  be prescribed from  time to time  by the board  of directors.   He may
delegate  any  of  his  powers  and duties  to  any  other  officer  with such
limitations as he may deem proper.
<PAGE>



SECTION  5. Chairman of the Board.  The chairman of the board shall preside at
all meetings  of the shareholders  and of the  board of directors;  shall have
authority  to execute all legal  instruments necessary for  the transaction of
the company's business;  may sign certificates for shares  of capital stock of
the company; and may be designated  as chief executive officer, as provided in
these bylaws.  He shall be a member of all standing committees of the board of
directors  except those the membership  of which is  restricted to non-officer
directors,  and shall have  such other responsibilities  and powers  as may be
prescribed in these bylaws or from time to time by the board of directors.  If
he is not  designated as chief  executive officer, the  chairman of the  board
shall have such powers  and perform such duties as  maybe delegated to him  by
the  chief executive  officer, and  shall be  vested with  all the  powers and
authorized to perform  all the duties  of the chief  executive officer in  his
absence or inability to act.

SECTION 6. Vice Chairman of the Board.  In  the absence of the chairman of the
board and  the president, a vice  chairman of the  board shall preside  at all
meetings of the shareholders and the  board of directors; shall have authority
to  execute all  legal  instruments  necessary  for  the  transaction  of  the
company's business;  and shall  have such  other powers and  duties as  may be
delegated to him by the board of directors or the chief executive officer.

SECTION  7.  President.   In the  absence of  the chairman  of the  board, the
president shall preside at all  meetings of the shareholders and of  the board
of  directors; shall have authority to execute all legal instruments necessary
for  the  transaction of  the company's  business;  may sign  certificates for
shares of 






capital  stock of  the  company;  and may  be  designated  as chief  executive
officer, as provided in these bylaws.  He may delegate such  of his powers and
duties to 
other officers with  such limitations as  he may deem  proper.  The  president
shall have  such other powers and duties as  may be prescribed in these bylaws
or from time  to time by the board  of directors.  If he is  not designated as
chief executive officer, the president shall have such powers and perform such
duties as may be delegated to him by the chief executive officer, and shall be
vested  with all the  powers and authorized  to perform all  the duties of the
chief executive officer in his absence or inability to act.

SECTION  8. Vice President.   Each vice  president shall have  such powers and
duties  as may  be delegated  to him by  the board  of directors  or the chief
executive  officer, or any authorized  officers senior to  the vice president,
and may exercise the powers  of the president during his absence  or inability
to act.  Any action taken by a vice president in the performance of the duties
of the president  shall be conclusive evidence of the  absence or inability to
act of the president at the time such action was taken.

SECTION 9. Secretary.  The secretary shall keep the minutes of all meetings of
the board of directors,  of the shareholders, and of  the executive committee;
shall issue  all notices;  may sign with  the chairman  of the  board, a  vice
chairman  of the board, or the president in  the name of the company all legal
instruments  necessary for the transaction of the company's business and affix
the seal of the company  thereto; shall sign with the chairman of the board or
president all certificates for shares of the capital stock of the company; and
shall have such  other powers and duties as may be  prescribed by the board of
directors or the chief executive officer.
<PAGE>



SECTION  10. Treasurer.    The treasurer  shall  have responsibility  for  the
safekeeping and custody of all the  funds and securities of the company; shall
establish and  execute programs for  the provision of the  capital required by
the company, including negotiating the procurement of capital and  maintaining
the  required financial  arrangements; shall  establish and  maintain adequate
sources for the company's short-term  borrowings; shall establish and maintain
liaison with investment  bankers and financial  analysts; shall establish  and
maintain banking arrangements; and shall have such other  powers and duties as
may be prescribed by the board of directors or the chief executive officer.

SECTION  11. Powers  and  Duties of  Assistant  Secretaries.   Each  assistant
secretary shall  have the usual  powers and  duties pertaining to  his office,
together with such  other powers and duties  as may be assigned to  him by the
secretary, and may exercise the powers of the secretary  during that officer's
absence or inability  to act.  Any  action taken by an  assistant secretary in
the performance of the duties of the secretary shall be conclusive evidence of
the absence or inability to act  of the secretary at the time such  action was
taken.

SECTION  12.  Powers  and Duties  of  Assistant  Treasurers.   Each  assistant
treasurer shall  have the usual  powers and duties  pertaining to his  office,
together  with such other powers and  duties as may be assigned  to him by the
treasurer, and may exercise the powers  of the treasurer during that officer's
absence or inability to  act.  Any action taken  by an assistant treasurer  in
the performance of the duties of the treasurer shall be conclusive evidence of
the absence or inability to act of  the treasurer at the time such action  was
taken.









                                  ARTICLE VI.

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

SECTION 1. Actions.  The company shall indemnify any person who  was  or  is a
named defendant  or respondent  or is threatened  to be  made a  party to  any
threatened,  pending or  completed  action, suit    or   proceeding,   whether
civil,  criminal, administrative, arbitrative, or investigative (including any
action by or in  the right of the company), or any appeal of such action, suit
or  proceeding and  any inquiry or  investigation that  could lead  to such an
action, suit  or  proceeding, by  reason of  the  fact that  he  is or  was  a
director, officer or  employee of the  company, or  is or was  serving at  the
request  of the company as a director, officer, partner, venturer, proprietor,
trustee,  employee, or  similar  functionary of  another  foreign or  domestic
corporation  or  non-profit  corporation,  partnership,  joint  venture,  sole
proprietorship, trust, employee  benefit plan  or other  enterprise (any  such
person acting in any such capacity being hereinafter referred to as "potential
indemnitee"),  against  judgments,  penalties  (including  excise  and similar
taxes), fines, amounts  paid in settlement, and reasonable expenses (including
court costs and  attorneys' fees) actually incurred by him  in connection with
such action, suit or  proceeding, if he acted in good faith and in a manner he
reasonably  believed, (i) in the case of conduct in his official capacity as a
director of the company, to be  in the best interests of the company  and (ii)
in all other cases,  to be not opposed to  the best interests of  the company;
and,  with respect  to  any  criminal  action  or proceeding,  if  he  had  no
<PAGE>



reasonable  cause to believe his conduct was unlawful; provided, however, that
in connection  with any action, suit  or proceeding in which  the person shall
have  been adjudged to  be liable to the  company or liable  on the basis that
personal benefit was improperly  received by him,  whether or not the  benefit
resulted from an action taken in  the person's official capacity as a director
or  officer,  (i) indemnification  shall  be limited  to  reasonable  expenses
(including court costs  or attorneys'  fees) actually  incurred in  connection
with such  proceeding, and (ii) indemnification  shall be  prohibited, if  the
person   is  found  liable  for  willful  or  intentional  misconduct  in  the
performance of his duty to  the company.  The termination of  any action, suit
or proceeding by  judgment, order, settlement, or conviction, or  on a plea of
nolo contendere or  its equivalent shall not, of itself,  create a presumption
that the person did not act in good faith  and in a manner which he reasonably
believed to be in the best interests of the company; and,  with respect to any
criminal action or proceeding, shall not create a presumption that the  person
had reasonable cause to believe that his conduct was unlawful.

SECTION 2. Success on Merits  or 0therwise.  Where a potential  indemnitee has
been wholly successful,  on the merits  or otherwise, in  defense of any  such
action,  suit  or  proceeding,  he shall  be  indemnified  against  reasonable
expenses  (including court costs and attorneys' fees) actually incurred by him
in connection therewith.

SECTION 3. Determination that Indemnification  is Proper.  Any indemnification
under Section  1 of  this  article (unless  otherwise ordered  by  a court  of
competent jurisdiction) shall  be made by the company only  as authorized in a
specific case upon a determination that the applicable standard of conduct has
been met.  Such determination shall be made (i) by the board of directors by a
majority  vote of a quorum consisting of directors who at the time of the vote
have  not been  named as  defendants or  respondents in  such action,  suit or
proceeding, or (ii) if such a quorum cannot be obtained, by a majority vote of
a committee of the  board of directors, designated to  act in the matter  by a
majority vote of all directors, 






consisting solely of two or more directors who at the time of the vote are not
named defendants or respondents in  such action, suit or proceeding, or  (iii)
by special  legal counsel selected by  the board of directors  (or a committee
thereof) by vote in the manner set forth in subparagraphs (i) and (ii) of this
Section 3, or if such  a quorum cannot be obtained and such a committee cannot
be  established,  by a  majority  vote  of  all  directors,  or  (iv)  by  the
shareholders in a  vote that excludes the  shares held by any  director who is
named as a defendant or respondent in such action, suit or proceeding.

SECTION  4. Expenses Prior to Final Disposition.  Reasonable expenses incurred
by a director, officer, or employee of the company or other person entitled to
indemnity hereunder, who was, is or is threatened to be made a named defendant
or respondent  in any such action,  suit or proceeding described  in Section 1
shall be  paid by the company in advance of the final disposition thereof upon
receipt of a written  affirmation by the director, officer,  employee or other
person  of his  good faith  belief  that he  has met  the standard  of conduct
necessary  for indemnification under this article and a written undertaking by
or on behalf of the director, officer, employee or  other person to repay such
amount  if  it is  ultimately  determined that  the  person has  not  met such
necessary standard of conduct or that indemnification is prohibited by Section
1 of this article.  Determinations with respect to payments under this Section
4 shall be  made in the  manner specified  by Section 3  for determining  that
<PAGE>



indemnification is permissible, except as otherwise provided by law.

SECTION 5. Nonexclusive Rights-Continuance Beyond Tenure.  The indemnification
provided by this article shall not be deemed (i) to be exclusive of  any other
rights  consistent with  law to which  the person indemnified  may be entitled
under the articles  of incorporation  of the company,  bylaws, any general  or
specific  action  of  the  board  of directors,  agreement,  authorization  of
shareholders, or otherwise, or as may be permitted or required by law, both as
to action  in his official capacity as a director  and as to action in another
capacity while holding such office, or (ii) to  be a limitation upon the power
of the company to indemnify and to advance expenses, consistent with law.  The
indemnification provided by this article shall continue as to a person who has
ceased to be a director, officer, or  employee of the company or other  person
entitled to indemnity hereunder or to serve in such other capacity in which he
was entitled to  indemnification hereunder, and shall inure  to the benefit of
his heirs and legal representatives.

SECTION 6. Insurance Authorized.  Subject to any restrictions now or hereafter
established  by applicable law,  the company shall have  power to purchase and
maintain insurance on behalf of any person  who is or was a director, officer,
or  employee of the  company or who  is or was  serving at the  request of the
company  as  a  director,  officer, partner,  venturer,  proprietor,  trustee,
employee,  agent, or  similar  functionary  of  another  foreign  or  domestic
corporation  or  non-profit  corporation,  partnership,  joint  venture,  sole
proprietorship, trust, employee benefit plan, or other enterprise, against any
liability  asserted against  him and  incurred by  him in  such a  capacity or
arising out of his  status as such a person, whether or  not the company would
have the power to indemnify him against that liability under the provisions of
this article or the Texas Business Corporation Act. 











SECTION  7. Definitions.   For purposes  of this  article, references  to "the
company" include any domestic or foreign predecessor entity of the  company in
a  merger, consolidation, or other transaction in which the liabilities of the
predecessor are  transferred to  the company  by operation of  law and  in any
other  transaction in  which  the  company  assumes  the  liabilities  of  the
predecessor but does not specifically exclude liabilities that are the subject
matter of this article.  For  purposes of this article, references to "serving
at  the  request of  the company"  shall include  any  service as  a director,
officer or  employee of  the  company which  imposes  duties on,  or  involves
services by, such director,  officer or employee with  respect to an  employee
benefit plan,  its participants or  beneficiaries; and  a person who  acted in
good faith and in a manner he reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be  deemed to
have acted in a manner "not opposed  to the best interests of the company"  as
referred to in this article.

SECTION 8. Expenses as  Witness.  Notwithstanding any other provision  of this
article,  the company may pay or  reimburse expenses incurred by any director,
officer,  or employee  of  the  company  or  any  other  potential  indemnitee
hereunder   in  connection  with  his   appearance  as  a   witness  or  other
participation in any  action, suit or a proceeding described in Section 1 at a
<PAGE>



time  when he is not a  named defendant or respondent in  such action, suit or
proceeding.

SECTION  9. Notice  to Shareholders.    Any indemnification  of or  advance of
expenses to  a director in accordance  with this article shall  be reported in
writing to the shareholders of the company with or before the notice or waiver
of  notice  of the  next  shareholders' meeting  or  with or  before  the next
submission to  shareholders of a consent  to action without a  meeting and, in
any case, within the twelve-month period immediately following the date of the
indemnification or advance.


                                 ARTICLE VII.

                           Miscellaneous Provisions

SECTION  1.  Registered  Office.   Unless  the  board  of directors  otherwise
determines,  the registered  office  of the  company,  required by  the  Texas
Business  Corporation Act to be maintained in the State of Texas, shall be the
principal place of business of the  company, but such registered office may be
changed from time to time by the board of directors in  the manner provided by
law  and need  not be  identical to  the principal  place  of business  of the
company.

SECTION  2. Books  and Records.   Correct  and complete  books and  records of
account of the company and the minutes of the proceedings of its shareholders,
board of directors, and each committee of its board of directors shall be kept
at the registered office of the company.   Records of the original issuance of
shares issued by  the company and of each  transfer of those shares  that have
been  presented for registration  of transfer shall be  kept at the registered
office  of the company  or at  the office of  its principal transfer  agent or
registrar.   A record  of the  past and present  shareholders of  the company,
giving the  names and addresses  of all  such shareholders and  the number  of
shares of each class and  series of stock held by each, shall also  be kept at
the  registered office  of  the company  or  at the  office  of its  principal
transfer  agent  or registrar.   Any  books, records,  and  minutes may  be in
written form or in any other form capable of being converted into written form
within a reasonable time.  Any  person who shall have been a holder  of record
of shares for at least six (6) months 






immediately preceding his demand,  or who shall be the holder  of record of at
least five  percent (5%) of  all the outstanding  shares of the  company, upon
written  demand stating the  purpose thereof, or  any director of  the company
shall  have  the right  to  examine, in  person  or by  agent,  accountant, or
attorney,  at  any  reasonable time  or  times,  for any  proper  purpose, its
relevant  books and records of  account, minutes, and  share transfer records,
and to make extracts therefrom.

SECTION  3. Action  Without  Meeting  and  Telephone  Meetings.    Any  action
permitted, or required  by law, these bylaws, or the articles of incorporation
of the company, to  be taken at a meeting of the board  of directors or of any
committee thereof  may be taken  without a  meeting if a  consent in  writing,
setting forth  the action so taken, is signed by  all the members of the board
of  directors or of  such committee, as the  case may be.   Such consent shall
have the same force and effect as a unanimous vote at a meeting.
<PAGE>



Subject to  the notice requirements of  these bylaws, members of  the board of
directors  or  of  any  committee  created  by  the  board  of  directors  may
participate in  and hold  a meeting of  such board  or committee  by means  of
conference   telephone  or   similar   communications   equipment,   including
teleconferencing via  a satellite communications system,  provided all persons
participating in the meeting can hear each other.

SECTION  4. Fiscal Year.  The fiscal year of the company shall be the calendar
year.

SECTION 5. Seal.   The seal of the company shall be such  as from time to time
may be approved by the board of directors.

SECTION 6. Notice and Waiver of Notice.  Whenever any notice is required to be
given under the provisions of these bylaws,  said notice shall be deemed to be
sufficient  if given by depositing  the same in a post  office box in a sealed
postpaid  wrapper addressed to the person entitled  thereto at his post office
address, as it appears on the records of the company, and such notice shall be
deemed to have  been given on the  day of such mailing.   A waiver of  notice,
signed by  the person or  persons entitled to  said notice, whether  before or
after the date and time stated therein, shall be deemed equivalent thereto.

SECTION 7.  Resignations.   Any director  or officer may  resign at  any time.
Such resignation shall be  made in writing and shall  take effect at the  time
specified therein, or  if no time be specified, at the  time of its receipt by
the chairman of the board, the president, or the secretary.  The acceptance of
a resignation shall not be necessary to make it effective, unless expressly so
provided in the resignation.

SECTION 8.  Securities of Other Corporations.  The board of directors shall by
resolution  designate the  officers of the  company who  shall have  power and
authority to transfer,  endorse for transfer, vote, or consent  to or take any
other  action with respect  to any securities  of another issuer  which may be
held or owned  by the company  and to make,  execute, and deliver any  waiver,
proxy, or consent with respect to any such securities.

SECTION 9. Investments and Loans.  Investments and loans of  the company shall
be made pursuant and subject to the provisions of the law.









SECTION 10. Execution of Contracts and Other Instruments.  All contractual  or
obligatory  undertakings, including  but  not limited  to deeds,  conveyances,
transfers, and releases, shall be signed by, (a) the chairman of the board,  a
vice chairman of  the board, the president,  or a vice  president, or (b)  any
attorney-in-fact or agent of the company  who has been, or at any time  in the
future may be, appointed by the chairman of the board, a vice chairman  of the
board, the president, or a vice president,  and by the company secretary or an
assistant  secretary.  When necessary, such instruments may have the corporate
seal affixed and  may be attested by the secretary  or an assistant secretary.
Checks  may be signed  by the chairman  of the board,  a vice chairman  of the
board,  the president, a vice president,  the secretary, the treasurer, or any
other person  who may  be authorized by  the board of  directors or  the chief
executive officer.
<PAGE>



SECTION  11. Rules and Regulations.  Rules  and regulations for the conduct of
the company's business not in conflict with these bylaws may be adopted by the
executive  committee by  resolution  duly  recorded  in  the  minutes  of  the
committee; provided, however, that such action may be modified or abrogated by
the board of directors.


                                 ARTICLE VIII.

                                  Amendments

Unless  otherwise  provided in  the Articles  of  Incorporation, the  power to
alter,  amend, or repeal these bylaws  or adopt new bylaws  shall be vested in
the full board of directors subject, however, to repeal or change by action of
the affirmative  vote of the holders of at least seventy-five percent (75%) of
the then outstanding shares of all classes of stock of the company entitled to
vote generally in election of directors, voting together as a single class.


                                 CERTIFICATION

I HEREBY CERTIFY that the  foregoing is a true and full copy of  the bylaws of
AMERICAN GENERAL CORPORATION as the same are now in effect.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal
of AMERICAN GENERAL CORPORATION this ______day of __________________, 19__.




________________________________
                                                Secretary
<PAGE>