BY-LAWS

                                       of

                       AMERICAN HOME PRODUCTS CORPORATION

                    * * * * * * * * * * * * * * * * * * * * *

                              STOCKHOLDERS MEETINGS


1.   Annual Meeting. An annual meeting of stockholders for election of directors
     and transaction of other business properly before the meeting shall be held
     on the fourth Wednesday of April in each year, or on such other date and at
     such time as the Board of Directors may  designate.

     Any business  properly brought before an annual meeting of stockholders may
     be  transacted  at such meeting.  To be properly  brought  before an annual
     meeting,  business  must be (i)  specified  in the  written  notice  of the
     meeting (or any  supplement  thereto)  given by or at the  direction of the
     Board of Directors,  (ii) otherwise brought before the meeting by or at the
     direction of the Board of Directors,  or (iii) otherwise  properly  brought
     before the meeting by a  stockholder.  For  matters to be properly  brought
     before an annual meeting by a stockholder  (other than  nominations for the
     election of  directors),  the  stockholder  must give written notice of the
     proposed  matter,  either by personal  delivery or by United  States  mail,
     postage prepaid, to the Secretary of the corporation, not later than ninety
     days prior to the  anniversary  date of the  immediately  preceding  annual
     meeting or not later than ten days after notice or public disclosure of the
     date of the  annual  meeting  shall  be  given  or  made  to  stockholders,
     whichever date shall be earlier. Any such notice shall set forth as to each
     item of business the stockholder  shall propose to bring before the meeting
     (i)  the  name  and  address  of the  stockholder  proposing  such  item of
     business,  (ii) a description  of such item of business and the reasons for
     conducting  it at such meeting and, in the event that such item of business
     shall include a proposal to amend either the  Certificate of  Incorporation
     or  these   by-laws,   the  text  of  the  proposed   amendment,   (iii)  a
     representation  that the  stockholder is a holder of record of stock of the
     corporation  entitled  to vote at such  meeting  and  intends  to appear in
     person or by proxy at the meeting to propose such item of business and (iv)
     any material  interest of the  stockholder  in such item of business.  Only
     matters which shall have been properly  brought before an annual meeting of
     stockholders  in  accordance  with these by-laws shall be conducted at such
     meeting,  and the presiding  officer may refuse to permit any matters to be
     brought  before such  meeting  which shall not have been  properly  brought
     before it in accordance with the foregoing procedure.

2.   Special  Meetings.  Except as provided in paragraph  VII (g) (v) of Article
     FOURTH of the Certificate of Incorporation  respecting rights of holders of
     Preferred  Stock to call  meetings  of such  holders  in  certain  dividend
     default  situations,  special  meetings of  stockholders,  unless otherwise
     provided  by law,  may be called by the  Chairman  or Vice  Chairman of the
     Board of  Directors  or the  President  or by the  Secretary on the written
     request  of a  majority  of all the  directors,  such  request to state the
     purpose of the proposed meeting, which meeting shall thereupon be called by
     the  Secretary.  Business  at special  meetings  shall be  confined  to the
     matters stated in the notice.

3.   Notice. Written notice of each meeting of stockholders shall be mailed, not
     less than ten days prior to the meeting,  to each  stockholder  entitled to
     vote at such address as appears on the stock books of the corporation.  The
     notice  shall  specify the time and place of the meeting and, as to special
     meetings, the matter or matters to be acted upon at such meeting.

4.   Place.  Meetings  of  stockholders  shall  be  held  at the  office  of the
     corporation  in  Wilmington,  Delaware,  or at such other place,  within or
     without the State of Delaware, as the Board of Directors may designate.

5.   Quorum.  Except as provided in paragraph  VII (g) (v) of Article  FOURTH of
     the Certificate of Incorporation respecting meetings of stockholders during
     certain dividend default situations, at which meetings holders of Preferred
     Stock  have  special  voting  rights,  the  holders  of a  majority  of the
     outstanding stock having voting power, present in person or by proxy, shall
     constitute a quorum at all meetings of stockholders  for the transaction of
     business  unless  otherwise  provided  by law.  Except as  provided in such
     paragraph   VII  (g)  (v)  of  Article   FOURTH  of  the   Certificate   of
     Incorporation,  if a  quorum  shall  not  be  present  at  any  meeting  of
     stockholders,  the stockholders  entitled to vote,  present in person or by
     proxy, may adjourn the meeting from time to time, without notice other than
     announcement at the meeting,  until a quorum shall be present;  and at such
     adjourned  meeting at which a quorum  shall be present any  business may be
     transacted  which  might have been  transacted  at the  meeting  originally
     called.

6.   Voting; Proxies. At each meeting of stockholders every stockholder entitled
     to vote may  vote in  person  or by proxy  appointed  by an  instrument  in
     writing   subscribed   by   such   stockholder   or  his   duly   appointed
     attorney-in-fact   or  in  any  other  manner  prescribed  by  the  General
     Corporation Law of the State of Delaware.  Except as provided in paragraphs
     VII  (g)  (i) and VII (g)  (v) of  Article  FOURTH  of the  Certificate  of
     Incorporation  respecting  holders  of  Preferred  Stock  voting in certain
     situations, each holder of Common Stock shall have one vote and each holder
     of  Preferred  Stock  shall  have  thirty-six  (36)  votes  on each  matter
     submitted  to a vote at a  meeting  of  stockholders  for  each  share  of,
     respectively, Common and Preferred Stock having voting power, registered in
     his name on the stock books of the corporation. The vote for directors and,
     upon the demand of any  stockholder,  the vote upon any other matter before
     the meeting, shall be by ballot.  Elections shall be decided by a plurality
     of the votes cast and other  matters  shall be decided by a majority of the
     votes cast on such matters.

                               BOARD OF DIRECTORS

7.   Powers; Number; Election; Term; Vacancies. The property and business of the
     corporation shall be managed by its Board of Directors,  which shall be not
     less than eight nor more than fifteen in number as determined  from time to
     time by the Board,  except as provided in paragraph VII (g) (ii) of Article
     FOURTH of the Certificate of Incorporation  respecting additional directors
     in certain dividend default  situations.  Directors shall be elected at the
     annual meeting of  stockholders  and each director shall continue in office
     until his  successor  shall be  elected  or until his  earlier  removal  or
     resignation. Except as provided in paragraph VII (g) (ii) of Article FOURTH
     of the  Certificate of  Incorporation  respecting  additional  directors in
     certain  dividend  default  situations,  nominations  for the  election  of
     directors may be made by the Board of Directors or a committee appointed by
     the  Board  of  Directors  or by any  stockholder  entitled  to vote in the
     election of directors generally.  However, any stockholder entitled to vote
     in the election of directors generally may nominate one or more persons for
     election as directors only if written notice of such  stockholder's  intent
     to make such nomination or nominations  has been given,  either by personal
     delivery or by United States mail, postage prepaid, to the Secretary of the
     corporation not later than (i) with respect to an election to be held at an
     annual meeting of  stockholders,  ninety days prior to the anniversary date
     of the immediately  preceding  annual meeting,  and (ii) with respect to an
     election to be held at a special meeting of  stockholders  for the election
     of directors,  the close of business on the tenth day following the date on
     which  notice of such  meeting is first  given to  stockholders.  Each such
     notice  shall set forth:  (a) the name and address of the  stockholder  who
     intends  to  make  the  nomination  and  of the  person  or  persons  to be
     nominated;  (b) a representation that the stockholder is a holder of record
     of stock of the corporation entitled to vote at such meeting and intends to
     appear in person  or by proxy at the  meeting  to  nominate  the  person or
     persons  specified in the notice;  (c) a description of all arrangements or
     understandings  between  the  stockholder  and each  nominee  and any other
     person or persons  (naming  such person or  persons)  pursuant to which the
     nomination or nominations are to be made by the stockholder; (d) such other
     information regarding each nominee proposed by such stockholder as would be
     required to be included in a proxy  statement  filed  pursuant to the proxy
     rules of the  Securities  and Exchange  Commission;  and (e) the consent of
     each nominee to serve as a director of the  corporation if so elected.  The
     presiding  officer of the meeting may refuse to acknowledge  the nomination
     of any person not made in compliance with the foregoing  procedure.

     Except  as  provided  in  Paragraph  VII (g) (v) of  Article  FOURTH of the
     Certificate of Incorporation respecting the additional directors in certain
     dividend  default  situations,  vacancies in the  membership  of the Board,
     whether or not caused by an  increase in the number of  directors,  will be
     filled  solely  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 elected in accordance with the preceding  sentence
     shall  hold  office  only  until  the next  succeeding  annual  meeting  of
     stockholders.

8.   Regular Meetings.  Regular meetings of the Board may be held without notice
     at such time and place as the Board shall from time to time determine.

9.   Special Meetings.  Special Meetings of the Board may be called by direction
     of the Chairman,  the Vice Chairman,  the President or two directors on two
     days notice to each director specifying the time and place of meeting.

10.  Quorum;  Voting.  At all  meetings  of the  Board  a  majority  of all  the
     directors  then in office,  or if the number of  directors  is then an even
     number,  one-half such number shall constitute a quorum for the transaction
     of  business  and the act of a  majority  of the  directors  present at any
     meeting  at which  there is a quorum  shall be the act of the Board  unless
     otherwise  provided  by law,  the  Certificate  of  Incorporation  or these
     by-laws.

11.  Compensation.  Directors  shall be paid  such fees for  their  services  as
     directors and for attending meetings of the Board and committees  appointed
     thereby as shall be  determined  from time to time by the Board.  The Board
     may also provide for  compensation  to a director for expenses he may incur
     in attending such  meetings.  Nothing herein shall be construed to preclude
     any  director  from  serving  the  corporation  in any other  capacity  and
     receiving compensation therefor.

12.  Residual  Powers of Board.  In  addition to the powers  conferred  by these
     by-laws  upon the  Board,  the Board may  exercise  all such  powers of the
     corporation  and do all such lawful acts and things as are not by law,  the
     Certificate of  Incorporation  or these by-laws  directed or required to be
     exercised or done by the  stockholders.  Nothing contained in these by-laws
     shall restrict the Board or any committee thereof from taking any action in
     any manner  permitted  by law,  including  unanimous  written  consent  and
     conference  communication  by means of telephone or similar  communications
     equipment by which all persons  participating  in the meeting can hear each
     other,  and  participation  in a  meeting  pursuant  to this  by-law  shall
     constitute presence in person at such meeting.

                               EXECUTIVE COMMITTEE

13.  Appointment.  The  Board  may by vote of a  majority  of all the  directors
     appoint three or more members to constitute  an Executive  Committee  which
     shall serve at the pleasure of the Board.  Vacancies in the  membership  of
     the Executive  Committee shall be filled by the Board by vote of a majority
     of all the directors.

14.  Duties and Powers.  During the intervals between meetings of the Board, the
     Executive  Committee  shall  perform  all the duties and  exercise  all the
     powers of the Board in the  management  of the property and business of the
     corporation except such duties and powers as are by law, the Certificate of
     Incorporation  or these  by-laws  directed or required to be  performed  or
     exercised  specifically by the Board as such or by any proportion  thereof.

     The Chairman of the  Executive  Committee  shall assist the Chairman of the
     Board,  shall perform such of the duties and exercise such of the powers of
     the Chairman as the latter may delegate to him and shall, in the absence or
     disability of the President,  perform the duties and exercise the powers of
     the  President.  He shall perform such other duties and exercise such other
     powers as the Board shall from time to time prescribe.

15.  Meetings.  The Executive Committee may meet at stated times without notice,
     or on two days notice to all by one of its members.

16.  Quorum;  Voting.  A majority of the Executive  Committee shall constitute a
     quorum for the  transaction  of business and the act of a majority of those
     present at any meeting at which  there is a quorum  shall be the act of the
     Committee.

17.  Minutes.  The  Executive  Committee  shall  keep  regular  minutes  of  its
     proceedings and report its actions to the Board when it so requests.


                           18-22 REMOVED AND RESERVED



                                 AUDIT COMMITTEE

23.  Appointment.  The  Board  shall  appoint  three  or more  directors  of the
     corporation,  none of whom is presently  employed by the corporation or any
     of its subsidiaries, to constitute an Audit Committee, which shall serve at
     the  pleasure  of the  Board.  Vacancies  in the  membership  of the  Audit
     Committee shall be filled by the Board.

24.  Duties  and  Powers.   The  Audit  Committee  shall  recommend  a  firm  of
     independent  public  accountants to be engaged as the principal auditor for
     each  year's  annual  audit on behalf  of the  corporation  subject  to the
     approval of the Board of Directors and  ratification  by the  stockholders.
     The Audit  Committee  shall discuss with the auditors the scope and results
     of the audit and shall report to the Board of Directors thereon.  The Audit
     Committee shall  undertake such other financial  reviews as the Board deems
     appropriate.

25.  Meetings.  The Audit Committee may meet at stated times without notice,  or
     on  notice  to all by the  Chairman  or Vice  Chairman  of the  Board,  the
     President,  an Executive Vice President or a Senior Vice  President,  or by
     one of the members of the Audit Committee.

26.  Quorum; Voting. A majority of the Audit Committee shall constitute a quorum
     for the  transaction of business and the act of a majority of those present
     at any  meeting  at  which  there  is a  quorum  shall  be  the  act of the
     Committee.

27.  Minutes.  The Audit Committee shall keep regular minutes of its proceedings
     and make  copies  thereof  available  to the Board at its  meetings.

                                OTHER COMMITTEES

28.  Appointment.  The Board may from time to time appoint  further  standing or
     special  committees of directors,  officers or employees of the corporation
     or its  subsidiaries  to serve at the pleasure of the Board and confer upon
     such  committees  such  powers and  duties as the Board may deem  expedient
     within the limits permitted by law.

29.  Organization and Operation.  Unless  otherwise  provided in the resolutions
     appointing any such committee and  determining  its powers and duties,  the
     committee may establish  procedures  for calling and  conducting  meetings,
     provided  that no less than a majority of its members  shall  constitute  a
     quorum  for the  transaction  of  business  and  the act of no less  than a
     majority of those  present at a meeting at which there is a quorum shall be
     the act of the committee,  and the committee  shall keep regular minutes of
     its proceedings and report its actions to the Board when it so requests.

                                    OFFICERS

30.  Principal Officers.  The principal officers shall be chosen annually by the
     Board and shall be a Chairman of the Board of Directors,  a President,  one
     or more Vice Presidents, a Secretary, a Treasurer and a Comptroller and, in
     the discretion of the Board, a Vice Chairman of the Board of Directors, one
     or more Executive Vice  Presidents and one or more Senior Vice  Presidents.
     The Chairman or Vice  Chairman and  President  may be the same person;  the
     Secretary  and  Treasurer  may  be  the  same  person  and  Executive  Vice
     President,  Senior Vice  President or Vice  President  may hold at the same
     time the office of Secretary,  Treasurer or  Comptroller.  The Chairman and
     Vice Chairman,  if any, and the President  shall be chosen from the members
     of the Board; the other principal officers need not be directors.

31.  Other  Officers.  The Board may choose such other officers and agents as it
     shall deem necessary, who shall hold their offices for such terms and shall
     perform  such  duties and  exercise  such powers as are  delegated  to them
     pursuant  to  these  by-laws  or as the  Board  shall  from  time  to  time
     prescribe.

32.  Salaries.  The  salaries of all  principal  officers  shall be fixed by the
     Board.

33.  Term of Office; Removal. Each officer shall hold office until his successor
     is chosen or until his earlier removal or resignation. The Board may remove
     any officer or agent  provided  that  removal of a principal  officer be by
     vote of a majority of all the directors.

34.  Vacancies. Vacancies in any office may be filled by the Board.

35.  Chairman.  The  Chairman  of the Board of  Directors  shall  preside at all
     meetings of stockholders  and of the Board and shall be ex-officio a member
     of all standing committees of the Board. In the discretion of the Board, he
     may be designated as the chief executive  officer of the  corporation  (the
     "Chief  Executive  Officer").  If the Chairman of the Board of Directors is
     designated as the Chief Executive Officer,  in such capacity,  he shall (i)
     have all powers and  perform all duties  incident  to such chief  executive
     office, (ii) subject to the direction of the Board, have general and active
     supervision of the property and business of the  corporation,  (iii) be the
     officer through whom the Board delegates authority to corporate management,
     (iv) be the medium of  communication  to the Board of information as to the
     affairs of the  corporation  and of all matters  presented  for the Board's
     consideration,   and  (v)  be  responsible  to  see  that  all  orders  and
     resolutions  of the Board are carried  into effect by the proper  officers.
     The Chairman of the Board shall perform such other duties and exercise such
     other powers as the Board shall from time to time prescribe.

36.  Vice Chairman. The Vice Chairman of the Board of Directors shall assist the
     Chairman of the Board,  shall  perform such of the duties and exercise such
     of the powers of the  Chairman as the latter may delegate to him and shall,
     in the  absence  or  disability  of the  Chairman,  perform  the duties and
     exercise the powers of the Chairman. He shall perform such other duties and
     exercise such other powers as the Board or the Chairman  shall from time to
     time prescribe.

37.  President. The President shall assist the Chairman and Vice Chairman of the
     Board,  shall perform such of the duties and exercise such of the powers of
     the Chairman as the latter may delegate to him and shall, in the absence or
     disability of the Vice Chairman, perform the duties and exercise the powers
     of the Vice Chairman.  In addition,  in the discretion of the Board, he may
     be  designated  as  the  Chief  Executive  Officer.  If  the  President  is
     designated as the Chief Executive Officer,  in such capacity,  he shall (i)
     have all powers and  perform all duties  incident  to such chief  executive
     office, (ii) subject to the direction of the Board, have general and active
     supervision of the property and business of the  corporation,  (iii) be the
     officer through whom the Board delegates authority to corporate management,
     (iv) be the medium of  communication  to the Board of information as to the
     affairs of the  corporation  and of all matters  presented  for the Board's
     consideration and (v) be responsible to see that all orders and resolutions
     of the Board are carried into effect by the proper officers.  The President
     shall perform such other duties and exercise such other powers as the Board
     shall from time to time prescribe.

38.  Executive Vice  Presidents.  Each Executive Vice President shall serve in a
     general executive  capacity,  more particularly as general assistant to the
     President. In the absence or disability of the President,  and in the event
     the Chairman of the Executive Committee is absent or disabled, an Executive
     Vice President shall, in the order of seniority in that office, perform the
     duties and exercise the powers of the President.  Executive Vice Presidents
     shall  perform  such other  duties and  exercise  such other  powers as the
     Board, the Chief Executive Officer or the President shall from time to time
     prescribe.

39.  Senior Vice Presidents. Each Senior Vice President shall serve in a general
     executive capacity, more particularly as general assistant to the President
     or to one or more Executive Vice  Presidents.  In the absence or disability
     of the President,  and in the event the Chairman of the Executive Committee
     and all Executive  Vice  Presidents  are absent or disabled,  a Senior Vice
     President  shall,  in the order of seniority  in that  office,  perform the
     duties and exercise  the powers of the  President.  Senior Vice  Presidents
     shall  perform  such other  duties and  exercise  such other  powers as the
     Board, the Chief Executive Officer or the President shall from time to time
     prescribe.

40.  Vice  Presidents.  In the  absence  or  disability  of the  Executive  Vice
     Presidents and Senior Vice Presidents, a Vice President shall, in the order
     of seniority in that office,  perform the duties and exercise the powers of
     the Executive Vice Presidents and Senior Vice  Presidents.  Vice Presidents
     shall  perform  such other  duties and  exercise  such other  powers as the
     Board, the Chief Executive Officer or the President shall from time to time
     prescribe.

41.  Principal  Financial  Officer.  The Board may  designate an Executive  Vice
     President,  a Senior Vice  President,  a Vice President or the Treasurer as
     the Principal Financial Officer of the corporation.

42.  Secretary.  The Secretary shall attend all meetings of stockholders  and of
     the Board and shall record the minutes of all  proceedings of such meetings
     in books to be kept for that purpose, and shall perform like duties for the
     standing  committees  appointed  by the  Board  unless  the  Board  directs
     otherwise.  He shall have custody of the seal of the  corporation and shall
     affix it or cause it to be  affixed  to all  instruments  requiring  it. He
     shall  give or cause to be given the notice  required  of all  meetings  of
     stockholders  and of the Board.  He shall  perform  such  other  duties and
     exercise such other powers as the Board, the Chief Executive Officer or the
     President shall from time to time prescribe.

43.  Treasurer.  The Treasurer  shall have general charge of and  responsibility
     for the  corporate  funds and  securities.  He shall deposit or cause to be
     deposited  in the name of the  corporation  all moneys  and other  valuable
     effects of the  corporation  in such  depositories  as may be designated in
     accordance  with  these  by-laws.  He  shall  disburse  the  funds  of  the
     corporation  as  directed by the Board or by any other  principal  officer,
     taking  proper  vouchers for such  disbursements.  He shall advise upon all
     terms of credit granted by the  corporation.  He shall render to the Board,
     when the  Board so  requests,  an  accounting  of all his  transactions  as
     Treasurer  and of the  financial  condition  of the  corporation.  He shall
     perform such other duties and exercise such other powers as the Board,  the
     Chief Executive Officer or the President shall from time to time prescribe.

44.  Comptroller.   The  Comptroller  shall  have  general  supervision  of  the
     accounting  practices  of the  corporation  and  its  subsidiaries  and the
     preparation of statements and other reports respecting financial aspects of
     the  corporation's  or its  subsidiaries'  operations.  He shall establish,
     through  appropriate  channels,  recording  and  reporting  procedures  and
     standards   pertaining  to  such  matters.  He  shall  be  responsible  for
     collection of all corporation  accounts. He shall perform such other duties
     and exercise such other powers as the Board, the Chief Executive Officer or
     the President shall from time to time prescribe.

45.  Delegation  of Officer's  Duties by Board.  In the absence or disability of
     any  principal  officer,  or for any other  reason  that the Board may deem
     sufficient,  the  Board  may by vote  of a  majority  of all the  directors
     delegate  any or all of the  powers or duties of such  officer to any other
     officer.

46.  Delegation  of  Officer's  Duties by  Officer.  Any  principal  officer may
     delegate  portions of his powers and duties to any assistant officer chosen
     by the Board and acting under the principal officer's supervision.

47.  Indemnification  of  Directors,  Officers and  Employees.  Each person (and
     heirs and legal representatives of such person) who serves or has served as
     a  director,  officer  or  employee  of the  corporation  or of  any  other
     corporation or entity when requested by this corporation, and of which this
     corporation  is or was a stockholder,  a creditor or otherwise  interested,
     shall  be  indemnified  by  this  corporation  against  all  liability  and
     reasonable  expense,   including  but  not  limited  to  counsel  fees  and
     disbursements and amounts of judgments, fines or penalties,  incurred by or
     imposed upon him in connection with any claim,  action, suit or proceeding,
     actual  or  threatened,   whether  civil,   criminal,   administrative   or
     investigative,  and  appeals in which he may become  involved as a party or
     otherwise  by reason of acts or  omissions  in his  capacity as and while a
     director, officer or employee of this corporation or such other corporation
     or entity,  provided  that such person is wholly  successful  with  respect
     thereto and unless the Board in its  absolute  discretion  shall  determine
     that such person did not meet the standard of conduct required herein.

     The term "wholly  successful" shall mean termination of any claim,  action,
     suit or proceeding  against such person without any finding of liability or
     guilt  against  him and  without  any  settlement  by  payment,  promise or
     undertaking by or for such person or the expiration of a reasonable  period
     of time after the  making of any claim or threat  without  action,  suit or
     proceeding  having been  brought and  without  any  settlement  by payment,
     promise,  or  undertaking  by or for such  person.

     The  standard of conduct  required  shall be that such person acted in good
     faith for a purpose which he reasonably believed to be in or not opposed to
     the best interests of the  corporation,  and, in addition,  in any criminal
     action or proceeding,  had no reasonable  cause to believe that his conduct
     was unlawful.

     Should  indemnification  be  requested  hereunder  in respect to any claim,
     action,  suit or other proceeding where the person seeking  indemnification
     has not been wholly successful,  such indemnification may be made only upon
     the prior  determination  by a resolution of a majority of those members of
     the  Board  who  are not  involved  in the  claim,  action,  suit or  other
     proceeding,  that such person met the standards of conduct required herein,
     or,  in the  discretion  of the  Board,  upon the  prior  determination  by
     non-employee  legal counsel,  in written opinion,  that such person has met
     such standards, and where a settlement is involved, that the amount thereof
     is  reasonable.

     Indemnification  under this by-law shall not include any amount  payable by
     such person to the corporation or entity in satisfaction of any judgment or
     settlement,  or any amount payable on account of profits realized by him in
     the purchase or sale of securities of the corporation, and shall be reduced
     by the  amount  of any  other  indemnification  or  reimbursement  of  such
     liability and expense to such person.

     The  termination  of any  claim,  action,  suit  or  other  proceeding,  by
     judgment,  order,  settlement  (whether with or without court  approval) or
     conviction  or  upon  a  plea  of  guilty  or of  nolo  contendere,  or its
     equivalent,  shall not of itself create a presumption  that such person did
     not meet the standard of conduct required herein.

     Expenses  incurred  which are subject to  indemnification  hereunder may be
     advanced  by the  corporation  prior to  final  disposition  of the  claim,
     action, suit or other proceeding upon receipt of an undertaking  acceptable
     to the  corporation  by or on behalf of the  recipient to repay such amount
     unless  it  shall   ultimately  be  determined   that  he  is  entitled  to
     indemnification.

     The right of indemnification  herein provided shall be in addition to other
     rights to which  those to be  indemnified  may  otherwise  be  entitled  by
     agreement,  vote of stockholders,  operation of law or otherwise, and shall
     be available whether or not the claim asserted against such person is based
     upon matters  which  antedate  the  adoption of this  by-law.  If any word,
     clause or provision of this by-law or any  indemnification  made  hereunder
     shall for any reason be determined  to be invalid,  the  provisions  hereof
     shall not otherwise be affected  thereby but shall remain in full force and
     effect.


                            AUTHORITY TO ACT AND SIGN

48.  Instrument Execution. Unless otherwise provided by law or by the Board, all
     instruments  to be  executed on behalf of the  corporation,  whether or not
     requiring the seal of the corporation, may be executed by the Chairman, the
     Vice Chairman, the President, any Executive Vice President, any Senior Vice
     President  or any  Vice  President  and  attested  by the  Secretary  or an
     Assistant Secretary.

49.  Bank  Accounts.  Unless  otherwise  provided  by the Board,  any two of the
     following officers:  the Chairman,  the Vice Chairman,  the President,  any
     Executive Vice President, any Senior Vice President, any Vice President and
     the  Treasurer,  may from time to time (1) open and maintain in the name of
     the corporation,  and terminate,  general and special bank accounts for the
     funds  of the  corporation  with  such  banks,  trust  companies  or  other
     depositories  as they may  designate  and (2)  designate,  and  revoke  the
     designation  of, the officers or employees of the corporation who may sign,
     manually or by facsimile,  checks,  drafts or orders on such bank accounts.
     Any such action,  designation or revocation shall be by written instrument,
     signed  by the  officers  taking  the  action or  making  or  revoking  the
     designation and filed with the bank, trust company or other depository.

50.  Voting of Stock in Other  Corporations.  Unless  otherwise  directed by the
     Board,  Chairman,  the Vice  Chairman,  the  President,  any Executive Vice
     President,  any Senior Vice President,  the Treasurer or the Secretary may,
     on  behalf  of the  corporation,  attend,  act and vote at any  meeting  of
     stockholders  of any  corporation in which this  corporation may hold stock
     and at any such meeting  shall  possess and may exercise all rights of this
     corporation  incident  to  ownership  of such  stock or may give a proxy or
     proxies in the name of this  corporation to any other person or persons who
     may vote such stock and  exercise  any and all other rights in regard to it
     as are here accorded to the officers mentioned.

51.  Sale and Transfer of Securities.  Unless  otherwise  directed by the Board,
     any two of the following  officers:  the Chairman,  the Vice Chairman,  the
     President,  any Executive Vice President, any Senior Vice President and the
     Treasurer may, on behalf of the corporation,  transfer,  convert,  endorse,
     sell,  assign,  set over and  deliver,  or take action  appropriate  to the
     encumbrance by the corporation of any bonds,  shares of stock,  warrants or
     other securities  owned by or standing in the name of the corporation,  and
     may  execute  and  deliver  in the  name  of the  corporation  all  written
     instruments   necessary  or  proper  to  implement  the  authority   herein
     contained.


                                      STOCK

52.  Stock  Certificates;  Uncertificated  Shares. The shares of the corporation
     shall be represented by certificates,  provided that the Board of Directors
     of the  corporation  may provide by resolution or resolutions  that some or
     all of any or all  classes or series of its stock  shall be  uncertificated
     shares.  Any such  resolution  shall not apply to shares  represented  by a
     certificate  until such  certificate  is  surrendered  to the  corporation.
     Notwithstanding  the  adoption  of  such  a  resolution  by  the  Board  of
     Directors,  every  holder of stock  represented  by  certificates  and upon
     request every holder of  uncertificated  shares shall be entitled to have a
     certificate signed by, or in the name of the corporation by the Chairman or
     Vice  Chairman  of the  Board  of  Directors,  or  the  President  or  Vice
     President, and by the Treasurer or an Assistant Treasurer, or the Secretary
     or an Assistant  Secretary of such  corporation  representing the number of
     shares  registered in certificate form. Any or all of the signatures on the
     certificate  may be a  facsimile.  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 he or she  were  such  officer,
     transfer agent or registrar at the date of issue.

53.  Transfer.  Transfer of stock shall be made on the books of the  corporation
     only upon  surrender of the  certificate  therefor,  endorsed by the person
     named in the  certificate  or  accompanied  by proper  written  evidence of
     succession,  assignment or authority to transfer such stock or upon receipt
     of proper transfer instructions from the owner of uncertificated shares.

54.  Transfer  Agent and  Registrar.  The Board may appoint one or more Transfer
     Agents  to  record  transfers  of  shares  of stock  and to keep the  stock
     certificate books, transfer books and stock ledgers of the corporation. The
     Board may also appoint one or more  Registrars to register  certificates of
     stock.  The  Board  may  require  all  certificates  of  stock  to bear the
     signatures  of either or both a Transfer  Agent and a Registrar.  Where any
     such certificate is manually signed by the Registrar,  the signature of any
     Transfer Agent may be facsimile engraved or printed.

55.  Record  Date.  The Board may fix in  advance a date,  not less than ten nor
     more than sixty days preceding the date of any meeting of  stockholders  or
     the date for the payment of any  dividend or the date for the  allotment of
     rights or the date when any change,  conversion  or exchange of stock shall
     go into  effect  or the  date  in  connection  with  obtaining  consent  of
     stockholders or any class thereof for any purpose, as a record date for the
     determination of stockholders entitled to notice of and to vote at any such
     meeting  or to  receive  payment of any such  dividend  or to  receive  any
     allotment of rights or to exercise the rights or to give such  consent,  as
     the case may be,  notwithstanding any transfer of any stock on the books of
     the  corporation  after any such record date fixed as aforesaid.  The Board
     may  direct  that the stock  books of the  corporation  be  closed  against
     transfers during such period.

56.  Registered  Stockholders.  The  corporation  shall be entitled to treat the
     holder of record of any share 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 on the part of any other  person,  whether or not
     it shall have express or other notice thereof, except as provided by law.

57.  Lost  Certificates.  The Board may direct a new  certificate of stock to be
     issued in place of any certificate  theretofore  issued and claimed to have
     been  lost,  stolen or  destroyed,  provided  that any  person  claiming  a
     certificate  to be lost,  stolen or  destroyed  shall make an  affidavit of
     ownership and of the facts of such loss,  theft or destruction  and, if the
     Board so requires,  shall advertise the same, and provided further that the
     Board may require the owner of the certificate  claimed to be lost,  stolen
     or destroyed,  or his legal  representative,  to deliver to the corporation
     for  itself,  its  officers  Transfer  Agents  and  Registrars,  a bond  of
     indemnity  in such  amount or  unlimited  in  amount,  upon such  terms and
     secured by such surety as the Board may require.

                                  MISCELLANEOUS

58.  Notices.  Whenever under the provisions of these by-laws notice is required
     to be given to any person other than in his capacity as stockholder, it may
     be given by hand  delivery,  by  telegram  or by mail.  Whenever  under the
     provisions  of  these  by-laws  notice  is  required  to be  given  to  any
     stockholder,  it may be given by mail, by  depositing  the same in the post
     office or a letter box, in a post-paid, sealed envelope,  addressed to such
     stockholder  at  such  address  as  appears  on  the  stock  books  of  the
     corporation,  and such notice  shall be deemed to be given at the time when
     the same shall be thus  mailed.  Any person  entitled  to notice  under any
     provision of these by-laws may waive such notice.

59.  Fiscal Year. The fiscal year of the  corporation  shall begin the first day
     of January in each year.

60.  Offices.  The  corporation may have an office in New York, New York, and at
     such other places as the business of the corporation may require.

61.  Seal.  The  corporate  seal shall have  inscribed  thereon  the name of the
     corporation and the words "Corporate Seal, Delaware."

62.  Amendments. These by-laws may be altered or repealed and new by-laws may be
     adopted at any  meeting  of  stockholders  by the vote of the  holders of a
     majority of the outstanding stock having voting power,  provided the notice
     of such meeting includes the proposed alterations or repeal or the proposed
     new by-laws,  or a summary  thereof,  or the Board by vote of a majority of
     all the directors.