BY-LAWS
                  PENNZOIL-QUAKER STATE COMPANY

                            ARTICLE 1

                     STOCKHOLDERS' MEETINGS


          Section 1.  ANNUAL MEETING.  The annual meeting of  the
stockholders  shall be held at 10:00 a.m., Houston  time  on  the
first Thursday in May in each year at the principal office of the
Corporation  or  at  such other date, time or  place  as  may  be
designated  by resolution of the Board of Directors.

          Section   2.    SPECIAL  MEETINGS.   Subject   to   the
provisions    of   the   Certificate   of   Incorporation    (the
"Certificate"),  special  meetings of  the  stockholders  may  be
called  only  by  the  Chairman of the Board  of  Directors,  the
President,  or by the Board of Directors pursuant to a resolution
adopted by a majority of the then-authorized number of directors.

          Section  3.   NOTICE.  Notice of all  meetings  of  the
stockholders  shall be given by mailing to each  stockholder,  at
least  ten  days,  or such greater number of  days  as  shall  be
required  by law, before said meeting, at his last known address,
a  written  or printed notice fixing the time and place  of  such
meeting.

          Section 4.  QUORUM.  The presence in person or by proxy
of  the  holders  of  a  majority of  the  voting  power  of  the
then-outstanding  shares  of Voting  Stock  (as  defined  in  the
Certificate)  on  the  record date, as herein  determined,  shall
constitute  a  quorum  at all meetings of  stockholders  for  the
transaction of any business, but, in the absence of a quorum, the
holders of a smaller number of shares of Voting Stock may adjourn
a  meeting  from  time  to time, without further  notice  (unless
otherwise required herein or by law), until a quorum is  secured.
Unless  otherwise provided in the Certificate, at each annual  or
special  meeting  of  stockholders,  each  stockholder  shall  be
entitled  to  one  vote, either in person or by proxy,  for  each
share of Common Stock registered in the stockholder's name on the
books  of the Corporation on the record date for any such meeting
as determined herein.

          Section  5.  ADJOURNMENT.  Any meeting of stockholders,
annual or special, may adjourn from time to time to reconvene  at
the  same or some other place, and, unless otherwise required  by
law  and  subject to the provisions hereof, notice  need  not  be
given  of  any  such   adjourned meeting if the  time  and  place
thereof are announced at the meeting at which the adjournment  is
taken.  At the adjourned meeting the Corporation may transact any
business that might have been transacted at the original meeting.
If  the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting,
a  notice  of  the  adjourned meeting  shall  be  given  to  each
stockholder of record entitled to vote at the meeting.

          Section 6.  PROCEDURES.  Meetings of stockholders shall
be  presided over by the Chairman of the Board or in his  absence
by  the President, or in his absence by a Vice President,  or  in
the absence of the foregoing persons by a chairman designated  by
the Board of Directors, or in the absence of such designation  by
a   chairman  chosen  at  the  meeting.   The  Secretary  of  the
Corporation  shall act as secretary of the meeting,  but  in  his
absence the chairman of the meeting may appoint any person to act
as secretary of the meeting.

          The date and time of the opening and the closing of the
polls for each matter upon which the stockholders will vote at  a
meeting shall be announced at the meeting by the person presiding
over the meeting.  The Board of Directors of the Corporation  may
adopt by resolution such rules and regulations for the conduct of
the meeting of stockholders as it shall deem appropriate.  Except
to  the  extent  inconsistent with such rules and regulations  as
adopted by the Board of Directors, the chairman of any meeting of
stockholders shall have the right and authority to prescribe such
rules, regulations and procedures and to do all such acts as,  in
the  judgment  of such chairman, are appropriate for  the  proper
conduct  of  the meeting.  Such rules, regulations or procedures,
whether  adopted by the Board of Directors or prescribed  by  the
chairman  of  the  meeting, may include, without limitation,  the
following:   (i)  the  establishment of an  agenda  or  order  of
business   for  the  meeting;  (ii)  rules  and  procedures   for
maintaining order at the meeting and the safety of those present;
(iii)  limitations  on  attendance at  or  participation  in  the
meeting to stockholders of record of the Corporation, their  duly
authorized and constituted proxies or such other persons  as  the
chairman  of  the  meeting shall determine; (iv) restrictions  on
entry  to  the meeting after the time fixed  for the commencement
thereof; and (v) limitations on the time allotted to questions or
comments by participants.  Unless and to the extent determined by
the  Board of Directors or the chairman of the meeting,  meetings
of  stockholders shall not be required to be held  in  accordance
with the rules of parliamentary procedure.

          Section  7.   PROXIES; REQUIRED VOTE.  Each stockholder
entitled  to  vote  at a meeting of stockholders   may  authorize
another  person or persons to act for him by proxy, but  no  such
proxy  shall  be voted or acted upon after three years  from  its
date,  unless  the proxy provides for a longer  period.   A  duly
executed  proxy  shall be irrevocable if it  states  that  it  is
irrevocable  and if, and only as long as, it is coupled  with  an
interest  sufficient  in law to support an irrevocable  power.  A
stockholder  may  revoke any proxy which is  not  irrevocable  by
attending  the  meeting  and voting in person  or  by  filing  an
instrument in writing revoking the proxy or another duly executed
proxy bearing a later date with the Secretary of the corporation.
At all meetings of stockholders for the election of directors,  a
plurality of the voting power of the Voting Stock present at  the
meeting  shall be sufficient to elect.  In the case of  a  matter
submitted for action by the stockholders at the direction of  the
Board of Directors as to which a stockholder approval requirement
is applicable under a rule or policy of a national stock exchange
or  any provision of the Internal Revenue Code, in each case  for
which  no  higher  voting requirement is specified  by  law,  the
Certificate  or  these  By-laws, the vote required  for  approval
shall  be the requisite vote specified in such rule or policy  or
Internal  Revenue  Code provision, as the case  may  be  (or  the
highest  such  requirement if more than one is  applicable).  For
approval of the appointment of independent public accountants (if
submitted for a vote at the direction of the Board of Directors),
the vote required for approval shall be a majority of the votes
cast  on  the  matter.  All other elections and questions  shall,
unless  otherwise provided by law, the Certificate or  these  By-
laws,  be  decided by the vote of the holders of shares of  stock
having  a  majority  of the voting power of the  then-outstanding
shares of Voting Stock.

          Section  8.  NOMINATIONS.  Except for directors elected
by  the holders of any series of Preferred Stock as provided  for
or  fixed  pursuant  to  the  provisions  of  Article  V  of  the
Certificate, or for directors otherwise elected pursuant  to  the
provisions  of Section C of Section VI of the  Certificate,  only
individuals  nominated  for election to the  Board  of  Directors
pursuant to and in accordance with the provision of this  Section
8  may be elected to and may serve upon the Board of Directors of
the  Corporation.  Subject to the rights of holders of any series
of  Preferred  Stock of the Corporation to elect directors  under
specified   circumstances,  nominations  for  the   election   of
directors  may  be  made only (i) by or at the direction  of  the
Board of Directors (or any duly authorized committee thereof)  or
(ii)  by  any  stockholder  of record entitled  to  vote  in  the
election  of directors generally who complies with the procedures
set  forth in this Section 8.  Subject to the foregoing,  only  a
stockholder  of  record  entitled to  vote  in  the  election  of
directors  generally  may  nominate persons  for  election  as  a
director at a meeting of stockholders and only if written  notice
of  such stockholder's intent to make a nomination or nominations
has  been given, either by personal delivery or by United  States
mail,  postage  prepaid, to the Secretary of the Corporation  and
has  been  received  by the Secretary at the principal  executive
offices of the Corporation, (i) with respect to an election to be
held  at an annual meeting of stockholders not less than 90  days
nor  more  than  120 days prior to the anniversary  date  of  the
immediately  preceding annual meeting of stockholders;  provided,
however, that in the event that the annual meeting is called  for
a  date  that  is  not  within  30  days  before  or  after  such
anniversary  date,  notice by the stockholder,  in  order  to  be
timely,  must be so received not later than the close of business
on  the tenth business day following the day on which such notice
of   such   meeting  is  first  mailed  by  the  Corporation   to
stockholders  or  public disclosure of the  date  of  the  annual
meeting  was made, whichever first occurs; 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
business  day following the date on which notice of such  meeting
is  first  mailed  by the Corporation to stockholders  or  public
disclosure  of the date and purpose of such special  meeting  was
made,  whichever  first  occurs.  In no event  shall  the  public
disclosure  of  an  adjournment  or  postponement  of  a  meeting
commence  a  new  time period for the giving of  a  stockholder's
notice as described above.

          To be in proper written form, a stockholder's notice to
the  Secretary  must  set forth (a) as to each  person  whom  the
stockholder  proposes to nominate for election as a director  (i)
the  name,  age, business address and residence address  of  such
person,  (ii)  the  principal occupation or  employment  of  such
person, (iii) the class or series and number of shares of capital
stock  of  the  Corporation which are owned  beneficially  or  of
record,  if  any,  by such person and (iv) any other  information
relating to such 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 stockholder
giving  the  notice  (i)  the name and  record  address  of  such
stockholder, (ii) the number of shares of each class or series of
capital  stock of the Corporation that are owned beneficially  or
of  record  by  such  stockholder, (iii)  a  description  of  all
arrangements or understandings between such stockholder 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
stockholder, (iv) a representation that such stockholder  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  stockholder 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
the  directors pursuant to Section 14 of the Exchange Act and the
rules  and  regulations promulgated thereunder.  To be effective,
such  notice  must be accompanied by a written  consent  of  each
proposed  nominee  to be named as a nominee and  to  serve  as  a
director if elected.

          The  chairman  of  the  meeting  shall,  if  the  facts
warrant,  determine  that a nomination was not  properly  brought
before the meeting in accordance with the provisions hereof  and,
if  he should so determine, he shall declare to the meeting  that
such  nomination was not properly brought before the meeting  and
shall not be considered.

          Notwithstanding anything in the first paragraph of this
Section  8  to  the  contrary, in the event that  the  number  of
directors  to  be  elected  to the  Board  of  Directors  of  the
Corporation is increased and there is no public disclosure by the
Corporation naming all of the nominees for director or specifying
the  size  of the increased Board of Directors at least 100  days
prior  to  the  first anniversary of the preceding year's  annual
meeting, a stockholder's notice required by this Section 8  shall
also be considered timely, but only with respect to nominees  for
any  new  positions  created by such increase,  if  it  shall  be
delivered to the Secretary at the principal executive offices  of
the Corporation not later than the close of business on the tenth
business day following the day on which such public disclosure is
first made by the Corporation.

          Nothing  in  this  Section 8 shall  be  interpreted  or
construed to require the inclusion of information  about any such
nominee  in any proxy statement distributed by, at the  direction
of, or on behalf of the Board or the Corporation.

          For  purposes of this Section 8 and Section 9 of  these
By-laws,  "public disclosure" shall mean disclosure  in  a  press
release reported by the Dow Jones News Service, Associated Press,
PR  Newswire, Bloomberg or comparable national news service or in
a  document publicly filed by the Corporation with the Securities
and  Exchange Commission pursuant to Section 13, 14 or  15(d)  of
the Exchange Act.

          Section  9.   PROPER BUSINESS.  At  a  meeting  of  the
stockholders, only such business shall be conducted as shall be a
proper  subject  for  the meeting and shall  have  been  properly
brought  before  the meeting.  To be properly  brought  before  a
meeting, business must (a) be 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 be properly brought before the meeting by or at the
direction  of  the  Board of Directors (or  any  duly  authorized
committee thereof), or (c) otherwise (i) be properly requested to
be brought before the meeting by a stockholder of record entitled
to  vote  in  the election of directors generally, in  compliance
with  the  provisions of this Section 9; and  (ii)  constitute  a
proper subject to be brought before such meeting. For business to
be  properly  brought  before  a  meeting  of  stockholders,  any
stockholder  who  intends to bring any  matter  (other  than  the
election  of directors) before a meeting of stockholders  and  is
entitled  to vote on such matter must deliver written  notice  of
such stockholder's intent to bring such matter before the meeting
of  stockholders, either by personal delivery or by United States
mail, postage prepaid, to the Secretary of the Corporation.  Such
notice  must  be received by the Secretary, with  respect  to  an
annual  meeting of stockholders, not less than 90 days  nor  more
than  120  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 30 days before or after such anniversary date, notice
by  the  stockholder, in order to be timely, must be so  received
not  later  than the close of business on the tenth business  day
following the day on which such notice of such meeting  is  first
mailed  by  the Corporation to stockholders or public  disclosure
(as  defined in Section 8) of the date of the annual meeting  was
made,  whichever  first  occurs.  In no event  shall  the  public
disclosure  of an adjournment of a meeting commence  a  new  time
period  for  the  giving of a stockholder's notice  as  described
above.

          To be in proper written form, a stockholder's notice to
the  Secretary shall set forth as to each matter the  stockholder
proposes to bring before the meeting of stockholders (a) a  brief
description  of  the  business desired to be brought  before  the
meeting  and  the  reasons  for conducting such business  at  the
meeting  (which,  in  case the proposal is  for  any  alteration,
amendment,  rescission or repeal of these By-laws, shall  include
the  text  of the resolution which will be proposed to  implement
the  same),  (b)  the name and record address of the  stockholder
proposing  such business, (c) the number of shares of each  class
or  series  of  capital stock of the Corporation that  are  owned
beneficially or of record by such stockholder, (d) a  description
of  all  arrangements or understandings between such  stockholder
and  any  other  person  or persons (including  their  names)  in
connection with the proposal of such business by such stockholder
and  any  material interest of such stockholder in such  business
and  (e) a representation that such stockholder 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 a
meeting  of stockholders except in accordance with the procedures
set forth in this Section 9.

          The  chairman of a meeting shall, if the facts warrant,
determine that (i) the business proposed to be brought  before  a
meeting  is  not  a  proper  subject therefor  and/or  (ii)  such
business   was  not  properly  brought  before  the  meeting   in
accordance  with  the  provisions hereof and,  if  he  should  so
determine, he shall declare to the meeting that (i) the  business
proposed  to be brought before a meeting is not a proper  subject
therefor  and/or  (ii)  such business was  not  properly  brought
before the meeting and shall not be transacted.

          Nothing  in  this  Section 9 shall  be  interpreted  or
construed to require the inclusion of information about any  such
proposal  in any proxy statement distributed by, at the direction
of, or on behalf of the Board or the Corporation.

          Section  10.   STOCKHOLDER LIST.  The  Secretary  shall
cause  to  be  prepared and made, at least ten days before  every
meeting  of  stockholders, a complete list  of  the  stockholders
entitled to vote at the meeting, arranged in alphabetical  order,
and  showing  the address of each stockholder and the  number  of
shares  registered  in the name of each stockholder.   Such  list
shall  be  open  to the examination of any stockholder,  for  any
purpose  germane to the meeting, during ordinary business  hours,
for a period of at least ten days prior to the meeting, either at
a  place  within the city where the meeting is to be held,  which
place shall be specified in the notice of the meeting, or, if not
so  specified, at the place where the meeting is to be held.  The
list shall also be produced and kept at the time and place of the
meeting during the whole time thereof and may be inspected by any
stockholder who is present.

          Section 11.  PROPER BUSINESS - SPECIAL MEETING.  At any
special  meeting  of stockholders, only such  business  shall  be
conducted  as  shall  have been stated  in  the  notice  of  such
meeting.

          Section  12.   INSPECTORS OF ELECTION.  The Corporation
shall, in advance of any meeting of stockholders, appoint one  or
more  inspectors  of  election,  who  may  be  employees  of  the
Corporation, to act at the meeting or any adjournment thereof and
to  make a written report thereof.  The Corporation may designate
one  or  more  persons  as alternate inspectors  to  replace  any
inspector  who fails to act.  In the event that no  inspector  so
appointed  or  designated  is  able  to  act  at  a  meeting   of
stockholders,  the person presiding at the meeting shall  appoint
one  or  more inspectors to act at the meeting.  Each  inspector,
before  entering upon the discharge of his or her  duties,  shall
take  and  sign  an  oath  to execute faithfully  the  duties  of
inspector with strict impartiality and according to the  best  of
his or her ability.

          The  inspector or inspectors so appointed or designated
shall (i) ascertain the number of shares of capital stock of  the
Corporation outstanding and the voting power of each such  share,
(ii)  determine  the shares of capital stock of  the  Corporation
represented  at  the  meeting and the  validity  of  proxies  and
ballots,  (iii) count all votes and ballots, (iv)  determine  and
retain for a reasonable period a record of the disposition of any
challenges  made  to  any determination by  the  inspectors,  and
(v)  certify  their  determination of the  number  of  shares  of
capital  stock of the Corporation represented at the meeting  and
such   inspectors'  count  of  all  votes  and   ballots.    Such
certification and report shall specify such other information  as
may be required by law.  In determining the validity and counting
of proxies and ballots cast at any meeting of stockholders of the
Corporation, the inspectors may consider such information  as  is
permitted by applicable law. No person who is a candidate for  an
office at an election may serve as an inspector at such election.

                           ARTICLE 2

                           DIRECTORS

          Section  1.   MANAGEMENT.  The affairs and business  of
the Corporation shall be managed by or under the direction of the
Board of Directors.

          Section 2.  NUMBER.  The authorized number of directors
that  shall constitute the Board of Directors shall be fixed from
time  to time by or pursuant to a resolution passed by a majority
of the Board within the parameters set by the Certificate.

          Section   3.   QUALIFICATION.  Except  as  provided  in
these By-laws or as otherwise required by law, there shall be  no
qualifications for directors of the Corporation.

          Section  4.   MEETINGS.  The Board of  Directors  shall
meet  at the principal office of the Corporation or elsewhere  in
its  discretion at such times to be determined by a  majority  of
its  members, or at the call of the Chairman of the Board or  the
President.
          Section 5.  SPECIAL MEETINGS.  Special meetings of  the
Board  of Directors may be called at any time by the Chairman  of
the  Board  or  by  the President, and shall be called  upon  the
written  request of a majority of the then-authorized  number  of
directors.

          Section 6.  QUORUM.  Unless otherwise provided by  law,
a  majority  of  the  directors elected and  qualified  shall  be
necessary to constitute a quorum for the transaction of  business
at any meeting of the Board of Directors.

          Section  7.   NOTICE.  Written notice  of  any  special
meeting of the Board of Directors, and of any change in the  time
or  place of any regular meeting of the Board of Directors, shall
be  given  to each director addressed or directed to him  at  his
residence  or  usual  place of business, by telegram,  cablegram,
facsimile transmission or other means of electronic transmission,
or  shall  be given to him personally or by telephone, not  later
than  the day before the day on which the meeting is to be  held.
Such  notice shall state the time and place of such meeting,  but
need  not state the purpose or purposes for which the meeting  is
called, unless otherwise required by statute.

          Section  8.   VACANCIES.  Subject to the provisions  of
the  Certificate, newly created directorships resulting from  any
increase  in  the  number of directors and any vacancies  on  the
Board   resulting   from  death,  resignation,  disqualification,
removal  or  other cause shall be filled only by the  affirmative
vote  of  a  majority of the remaining directors then in  office,
even  though  less than a quorum.  Any director elected  pursuant
hereto  shall hold office for the remainder of the full  term  of
the  class of directors in which the new directorship was created
or  in  which  the  vacancy occurred, and until  such  director's
successor shall have been elected and qualified.

          Section 9.  REMOVAL.  The Board of Directors may at any
time  remove, with or without cause, any member of any  Committee
appointed  by it or any officer elected by it and may appoint  or
elect his successor.

                            ARTICLE 3

              COMMITTEES OF THE BOARD OF DIRECTORS

          Section 1.  EXECUTIVE COMMITTEE.

          (A)   COMPOSITION.   The Executive Committee  shall  be
composed  of  at least two members who shall be selected  by  the
Board of Directors from its own members and who shall hold office
at the pleasure of the Board.

          (B)   POWERS.  The Executive Committee shall  have  and
may  exercise, to the fullest extent permitted by  law,  all  the
powers of the Board of Directors when it is not in session in the
management  of  the  business and affairs of the  Corporation  to
transact all business for and on  behalf of the Corporation  that
may be brought before it.

          (C)   MEETINGS.  The Executive Committee shall meet  at
the  principal  office of the Corporation  or  elsewhere  in  its
discretion  at such times to be determined by a majority  of  its
members.   A  majority  of  its members  shall  be  necessary  to
constitute  a  quorum for the transaction of  business.   Special
meetings of the Executive Committee may be held at any time  when
a quorum is present.

          (D)  MINUTES.  Minutes of each meeting of the Executive
Committee  shall be kept and submitted to the Board of  Directors
at its next meeting.

          Section 2.  OTHER COMMITTEES.

          The Board of Directors may, by resolutions adopted by a
majority  of  the  entire Board, designate one  or  more  of  its
members to constitute any other committee or committees with such
powers,  duties,  responsibilities and term of existence  as  the
Board of Directors shall determine.

          Section  3.  ABSENCE OR DISQUALIFICATION OF ANY  MEMBER
OF A COMMITTEE.  In the absence or disqualification of any member
of  any Committee created under Article 3 of the By-laws of  this
Corporation, the member or members thereof present at any meeting
and  not  disqualified from voting, whether or  not  he  or  they
constitute  a quorum, may unanimously appoint another  member  of
the  Board of Directors to act at the meeting in the place of any
such absent or disqualified member.

                           ARTICLE 4

                            OFFICERS

          Section  1.   The  officers of  the  Corporation  shall
consist  of  a  Chairman  of  the  Board,  President,  Secretary,
Treasurer  and  such  Executive,  Group,  Senior  or  other  Vice
Presidents, and other officers as may be elected or appointed  by
the Board of Directors.  Any number of offices may be held by the
same   person.   All  officers  shall  hold  office  until  their
successors  are elected or appointed, except that  the  Board  of
Directors may remove any officer at any time at its discretion.

     Section 2.  The officers of the Corporation shall have  such
powers  and duties as generally pertain to their offices,  except
as  modified herein or by the Board of Directors, as well as such
powers  and duties as from time to time may be conferred  by  the
Board  of Directors.  The Chairman of the Board shall preside  at
meetings  of  the Board, of the Executive Committee  and  of  the
stockholders and shall have such other powers and duties as  from
time  to  time  may be conferred to such office by the  Board  of
Directors.  The President shall be the chief executive officer of
the  Corporation  and  shall have general  supervision  over  the
business, affairs, and property of the Corporation and shall have
such  other  powers  and  duties as from  time  to  time  may  be
conferred to such office by the Board of Directors.

                           ARTICLE 5

                  STOCK AND STOCK CERTIFICATES

          Section  1.   TRANSFER.   Shares  of  stock  shall   be
transferable on the books of the Corporation, and a transfer book
shall be kept in which all transfers of stock shall be recorded.

          Section 2.  CERTIFICATES.  Every holder of stock  shall
be entitled to have a certificate signed by or in the name of the
Corporation by the Chairman of the Board, the President or a Vice
President, and by the Treasurer or an Assistant Treasurer or  the
Secretary  or  an  Assistant Secretary, of the Corporation.   The
corporate  seal affixed thereto, and any of or all 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 were such officer, transfer agent,  or
registrar at the date of issue.

          Section  3.   RECORD DATE.  The Board of  Directors  is
authorized  to fix in advance a record date for the determination
of  the  stockholders entitled to notice of and to  vote  at  any
meeting  of  stockholders  and any adjournment,  or  entitled  to
receive  payment of any dividend, or to any allotment of,  or  to
exercise  any  rights  in respect of any  change,  conversion  or
exchange  of  capital stock, which record date shall not,  unless
otherwise required by law, be more than 60 nor less than 10  days
preceding  the date of any meeting of stockholders nor more  than
60  days  preceding the date for the payment of any dividend,  or
the date for the allotment of rights, or the date when any change
or conversion or exchange of capital stock shall go into effect.

                            ARTICLE 6

                              SEAL

          The  corporate seal of the Corporation shall be in such
form as the Board of Directors shall prescribe.

                            ARTICLE 7

                           FISCAL YEAR

          The  fiscal  year  of  the  Corporation  shall  be  the
calendar year.

                            ARTICLE 8

       COMPENSATION OF DIRECTORS AND MEMBERS OF COMMITTEES

          Directors  of  the  Corporation,  other  than  salaried
officers  of the Corporation, shall be paid such reasonable  fees
for  their  services and for attending meetings of the  Board  of
Directors  or  committees thereof as the Board of  Directors  may
from  time to time determine.  Directors may be employed  by  the
Corporation  for such special services as the Board of  Directors
may  from  time  to  time determine and shall be  paid  for  such
special services so performed reasonable compensation as  may  be
determined by the Board of Directors.

                            ARTICLE 9

                         INDEMNIFICATION

          SECTION  1.   The  Corporation  shall  indemnify,   and
advance  Expenses  to,  each Indemnitee  to  the  fullest  extent
permitted by applicable law in effect on March 23, 1998,  and  to
such greater extent as applicable law may thereafter permit.  The
rights  of  an  Indemnitee provided under the preceding  sentence
shall include, but not be limited to, the right to be indemnified
to the fullest extent permitted by Section 145(b) of the Delaware
General Corporation Law ("D.G.C.L.") in Proceedings by or in  the
right  of the Corporation and to the fullest extent permitted  by
Section 145(a) of the D.G.C.L. in all other Proceedings.

          SECTION  2.   If  an Indemnitee is, by  reason  of  his
Corporate  Status, a witness in or a party to and is  successful,
on  the  merits  or  otherwise, in any Proceeding,  he  shall  be
indemnified against all Expenses actually and reasonably incurred
by  him  or  on  his  behalf  in  connection  therewith.   If  an
Indemnitee  is  not wholly successful in such Proceeding  but  is
successful, on the merits or otherwise, as to any Matter in  such
Proceeding,  the  Corporation  shall  indemnify  such  Indemnitee
against all Expenses actually and reasonably incurred by  him  or
on  his  behalf relating to each Matter.  The termination of  any
Matter  in  such  a  Proceeding by  dismissal,  with  or  without
prejudice, shall be deemed to be a successful result as  to  such
Matter.

          SECTION  3.   An Indemnitee shall be advanced  Expenses
within  10  days  after  requesting them to  the  fullest  extent
permitted by Section 145(e) of the D.G.C.L.

          SECTION  4.   To  obtain indemnification an  Indemnitee
shall  submit  to  the Corporation a written  request  with  such
relevant  information as is reasonably available  to  Indemnitee.
The  Secretary of the Corporation shall promptly advise the Board
of Directors of such request.

          SECTION  5.  If there has been no Change of Control  at
the time the request for indemnification is sent, an Indemnitee's
entitlement to indemnification shall be determined in  accordance
with   Section   145(d)  of  the  D.G.C.L.   If  entitlement   to
indemnification is to be determined by Independent  Counsel,  the
Corporation shall furnish notice to the Indemnitee within 10 days
after receipt of the request for indemnification, specifying  the
identity and address of Independent Counsel.  The Indemnitee may,
within 14 days after receipt of such written notice of selection,
deliver to the Corporation a written objection to such selection.
Such  objection  may  be asserted only on  the  ground  that  the
Independent Counsel so selected does not meet the requirements of
the definition of Independent Counsel and the objection shall set
forth with particularity the factual basis of such assertion.  If
there  is  an objection to the selection of Independent  Counsel,
either  the Corporation or the Indemnitee may petition the  Court
of  Chancery  of  the  State of Delaware or any  other  court  of
competent jurisdiction for a determination that the objection  is
without  a  reasonable  basis  and/or  for  the  appointment   of
Independent Counsel selected by the Court.

          SECTION  6.   If there has been a Change of Control  at
the time the request for indemnification is sent, an Indemnitee's
entitlement to indemnification shall be determined in  a  written
opinion  by  Independent Counsel selected by the Indemnitee.  The
Indemnitee shall give the Corporation written notice advising  of
the  identity and address of the Independent Counsel so selected.
The  Corporation  may, within seven days after  receipt  of  such
written  notice of selection, deliver to the Indemnitee a written
objection to such selection.  The Indemnitee may, within  5  days
after  the receipt of such objection from the Corporation, submit
the  name of another Independent Counsel and the Corporation may,
within  seven  days  after  receipt of  such  written  notice  of
selection, deliver to the Indemnitee a written objection to  such
selection.   Any  objection  is subject  to  the  limitations  in
Section 5.  The Indemnitee may petition the Court of Chancery  of
the   State   of  Delaware  or  any  other  Court  of   competent
jurisdiction for a determination that the Corporation's objection
to  the  first and/or second selection of Independent Counsel  is
without  a  reasonable  basis  and/or  for  the  appointment   as
Independent Counsel of a person selected by the Court.

          SECTION  7.  If a Change of Control shall have occurred
before the request for indemnification is sent by the Indemnitee,
the  Indemnitee shall be presumed (except as otherwise  expressly
provided in this Article) to be entitled to indemnification  upon
submission  of  a request for indemnification in accordance  with
Section  4 of this Article, and thereafter the Corporation  shall
have  the burden of proof to overcome the presumption in reaching
a  determination  contrary to the presumption.   The  presumption
shall   be  used  by  Independent  Counsel  as  a  basis  for   a
determination  of  entitlement  to  indemnification  unless   the
Corporation  provides  information sufficient  to  overcome  such
presumption   by   clear   and   convincing   evidence   or   the
investigation,   review  and  analysis  of  Independent   Counsel
convinces  him  by  clear  and  convincing  evidence   that   the
presumption should not apply.

          Except   in   the  event  that  the  determination   of
entitlement  to  indemnification is to  be  made  by  Independent
Counsel, if the person or persons empowered under Section 5 or  6
of this Article to determine entitlement to indemnification shall
not  have  made  and  furnished to the Indemnitee  in  writing  a
determination within 60 days after receipt by the Corporation  of
the  request therefor, the requisite determination of entitlement
to  indemnification shall be deemed to have  been  made  and  the
Indemnitee  shall be entitled to such indemnification unless  the
Indemnitee knowingly misrepresented a material fact in connection
with  the request for indemnification or such indemnification  is
prohibited by law.  The termination of any Proceeding or  of  any
Matter therein, by judgment, order, settlement or conviction,  or
upon  a  plea  of  nolo contendere or its equivalent,  shall  not
(except  as  otherwise expressly provided  in  this  Article)  of
itself   adversely   affect  the  right  of  an   Indemnitee   to
indemnification or create a presumption that the  Indemnitee  did
not  act  in  good  faith  and in a manner  which  he  reasonably
believed  to  be in or not opposed to the best interests  of  the
Corporation, or with respect to any criminal Proceeding, that the
Indemnitee  had reasonable cause to believe that his conduct  was
unlawful.

          SECTION  8.   The  Corporation shall pay  any  and  all
reasonable  fees  and  expenses of Independent  Counsel  incurred
acting pursuant to this Article and in any proceeding to which it
is a party or witness in respect of its investigation and written
report and shall pay all reasonable fees and expenses incident to
the procedures in which such Independent Counsel was selected  or
appointed. No Independent Counsel may serve if a timely objection
has  been made to his selection until a Court has determined that
such objection is without a reasonable basis.

          SECTION  9.   In the event that (i) a determination  is
made  pursuant  to  Section  5 or 6 that  an  Indemnitee  is  not
entitled  to indemnification under this Article, (ii) advancement
of  Expenses  is not timely made pursuant to Section  3  of  this
Article,  (iii) Independent Counsel has not made and delivered  a
written  opinion determining the request for indemnification  (a)
within  90 days after being appointed by the Court, or (b) within
90  days after objections to his selection have been overruled by
the  Court,  or  (c)  within  90 days  after  the  time  for  the
Corporation or the Indemnitee to object to his selection, or (iv)
payment  of indemnification is not made within five days after  a
determination of entitlement to indemnification has been made  or
deemed  to have been made pursuant to Section 5, 6 or 7  of  this
Article,  the Indemnitee shall be entitled to an adjudication  in
an  appropriate court of the State of Delaware, or in  any  other
court  of  competent  jurisdiction, of his  entitlement  to  such
indemnification or advancement of Expenses.  In the event that  a
determination  shall have been made that the  Indemnitee  is  not
entitled   to   indemnification,  any  judicial   proceeding   or
arbitration commenced pursuant to this Section shall be conducted
in  all  respects  as  a  de novo trial on  the  merits  and  the
Indemnitee  shall  not be prejudiced by reason  of  that  adverse
determination. If a Change of Control shall have occurred, in any
judicial  proceeding  commenced pursuant  to  this  Section,  the
Corporation shall have the burden of proving that the  Indemnitee
is not entitled to indemnification or advancement of Expenses, as
the  case  may  be.  If a determination shall have been  made  or
deemed  to  have  been made that the Indemnitee  is  entitled  to
indemnification,  the  Corporation  shall  be   bound   by   such
determination  in any judicial proceeding commenced  pursuant  to
this  Section  9,  or otherwise, unless the Indemnitee  knowingly
misrepresented a material fact in connection with the request for
indemnification, or such indemnification is prohibited by law.

          The  Corporation shall be precluded from  asserting  in
any judicial proceeding commenced pursuant to this Section 9 that
the  procedures and presumptions of this Article are  not  valid,
binding  and  enforceable and shall stipulate in any  such  court
that  the Corporation is bound by all provisions of this Article.
In  the  event  that an Indemnitee, pursuant to this  Section  9,
seeks a judicial adjudication to enforce his rights under, or  to
recover damages for breach of, this Article, the Indemnitee shall
be  entitled  to  recover  from the  Corporation,  and  shall  be
indemnified  by  the Corporation against, any  and  all  Expenses
actually   and  reasonably  incurred  by  him  in  such  judicial
adjudication, but only if he prevails therein.  If  it  shall  be
determined  in such judicial adjudication that the Indemnitee  is
entitled  to  receive part but not all of the indemnification  or
advancement  of  Expenses sought, the Expenses  incurred  by  the
Indemnitee  in  connection  with such  judicial  adjudication  or
arbitration shall be appropriately prorated.

          SECTION  10.   The  rights  of indemnification  and  to
receive advancement of Expenses as provided by this Article shall
not  be  deemed  exclusive  of  any  other  rights  to  which  an
Indemnitee may at any time be entitled under applicable law,  the
Certificate, these By-laws, any agreement, a vote of stockholders
or  a  resolution  of  directors, or  otherwise.   No  amendment,
alteration  or  repeal of this Article or any  provision  thereof
shall  be  effective as to any Indemnitee for  acts,  events  and
circumstances  that occurred, in whole or in  part,  before  such
amendment,  alteration or repeal. The provisions of this  Article
shall  continue  as to an Indemnitee whose Corporate  Status  has
ceased and shall inure to the benefit of his heirs, executors and
administrators.

          SECTION  11.   If any provision or provisions  of  this
Article shall be held to be invalid, illegal or unenforceable for
any  reason whatsoever, the validity, legality and enforceability
of  the remaining provisions shall not in any way be affected  or
impaired  thereby;  and,  to  the fullest  extent  possible,  the
provisions  of  this Article shall be construed  so  as  to  give
effect  to  the intent manifested by the provision held  invalid,
illegal or unenforceable.

          SECTION 12.  For purposes of this Article:

          A "Change of Control", shall be deemed to have occurred
if,  after the Public Status Date, (1) there shall have  occurred
an  event  required to be reported in response to  Item  6(e)  of
Schedule  14A  of Regulation 14A (or in response to  any  similar
item  on  any  similar  schedule or form) promulgated  under  the
Exchange  Act, whether or not the Corporation is then subject  to
such  reporting requirement; (2) any "person" (as  such  term  is
used  in Section 13(d) and 14(d) of the Exchange Act) shall  have
become the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange  Act),  directly or indirectly,  of  securities  of  the
Corporation representing 40% or more of the combined voting power
of  the  Corporation's then outstanding voting securities without
prior approval of at least two-thirds of the members of the Board
of Directors in office immediately prior to such person attaining
such  percentage interest; (3) the Corporation is a  party  to  a
merger, consolidation, sale of assets or other reorganization, or
a  proxy contest, as a consequence of which members of the  Board
of  Directors in office immediately prior to such transaction  or
event  constitute less than a majority of the Board of  Directors
thereafter;  or  (4) during any period of two consecutive  years,
individuals  who at the beginning of such period constituted  the
Board  of  Directors (including for this purpose any new director
whose  election  or nomination for election by the  Corporation's
stockholders was approved by a vote of at least two-thirds of the
directors  then  still  in  office  who  were  directors  at  the
beginning  of such period) cease for any reason to constitute  at
least a majority of the Board of Directors.

          "Corporate Status" describes the status of a person who
(a) is or was a director or officer of the Corporation, or is  or
was  serving  at  the request of the Corporation as  a  director,
officer  or  employee of another corporation, partnership,  joint
venture,  trust  or  other enterprise,  in  each  case  which  is
controlled by the Corporation, or (b) is or was serving,  at  the
written request of the Corporation or pursuant to an agreement in
writing  with the Corporation which request or agreement provides
for  indemnification under these By-laws, as a director,  officer
or  employee of another corporation, partnership, joint  venture,
trust  or  other  enterprise not controlled by  the  Corporation,
provided that if such written request or agreement referred to in
this  clause  (b) provides for a lesser degree of indemnification
by the Corporation than that provided pursuant to this Article 9,
the  provisions  contained in or made pursuant  to  such  written
request  or agreement shall govern.  References above  to  "other
enterprises" shall include employee benefit plans and  references
to  "serving at the request of the Corporation" shall include any
service  as a director, officer or employee which imposes  duties
on,  or  involves services by, such director, officer or employee
with  respect to an employee benefit plan or its participants  or
beneficiaries.

          "Disinterested  Director"  means  a  director  of   the
Corporation  who is not and was not a party to the Proceeding  in
respect of which indemnification is sought by indemnitee.

          "Expenses"  shall  include  all  reasonable  attorneys'
fees,  retainers, court costs, transcript costs, fees of experts,
witness  fees, travel expenses, duplicating costs,  printing  and
binding costs, telephone charges, postage, delivery service fees,
and  all other disbursements or expenses of the types customarily
incurred in connection with prosecuting, defending, preparing  to
prosecute or defend, investigating, or being or preparing to be a
witness in a Proceeding.

          "Indemnitee"  includes  any  person  who  is,   or   is
threatened  to be made, a witness in or a party to any Proceeding
as  described in Section 1 or 2 of this Article by reason of  his
Corporate Status.

          "Independent Counsel" means a law firm, or member of  a
law  firm, that is experienced in matters of corporation law  and
neither  presently  is,  nor in the five years  previous  to  his
selection  or  appointment has been, retained to represent:   (i)
the Corporation or the relevant Indemnitee in any matter material
to  either  such party, or (ii) any other party to the Proceeding
giving rise to a claim for indemnification hereunder.

          "Matter" is a claim, a material issue, or a substantial
request for relief.

          "Proceeding"  includes any action,  suit,  arbitration,
alternate    dispute    resolution   mechanism,    investigation,
administrative  hearing  or any other proceeding  whether  civil,
criminal,  administrative or investigative, except one  initiated
by  an  Indemnitee (a) pursuant to Section 9 of this  Article  to
enforce  his  rights  under this Article or  (b)  otherwise  than
pursuant to clause (a) of this sentence and not authorized by the
Board of Directors.

          "Public Status Date" shall mean the first date on which
the  Corporation  has  outstanding a class of  equity  securities
registered under Section 12 of the Exchange Act.

          SECTION 13.  Any communication required or permitted to
the  Corporation  shall  be addressed to  the  Secretary  of  the
Corporation  and  any such communication to Indemnitee  shall  be
addressed  to his home address unless he specifies otherwise  and
shall  be  personally delivered or delivered  by  overnight  mail
delivery.

                           ARTICLE 10

                      AMENDMENTS TO BY-LAWS

          Subject  to the provisions of the Certificate,  and  in
addition   to  any  affirmative   vote  required  by   law,   any
alteration,  amendment, repeal or rescission  (any  "Change")  of
these  By-laws occurring after the Public Status Date (as defined
in  Section 12 of Article 9) must be approved either (i)  by  the
Board of Directors by the affirmative vote of at least a majority
of  the  then-authorized  number of  directors  or  (ii)  by  the
stockholders by the affirmative vote of the holders of  at  least
66% of the  combined voting power of the  then-outstanding shares
of Voting Stock, voting together as a single class.

          Subject to the foregoing, the Board of Directors of the
Corporation is expressly authorized to make, alter, amend, repeal
or rescind the By-laws of the Corporation.





June 1, 2000