Exhibit 3(b)
                                                             to Form 10-K





















                                     BYLAWS



                                  	   of



                           A. P. GREEN INDUSTRIES, INC.

                                   (Delaware)



                             As of December 18, 1987



                            Amended November 16, 1995



































































                                    BYLAWS



                                      of



                          A. P. GREEN INDUSTRIES, INC.



                                   ARTICLE I



                                 O F F I C E S



	The principal office of the corporation in the State of
Delaware shall be in the City of Wilmington, County of New
Castle.  The corporation may have such other offices, either
within or without the State of Delaware, as the business of the
corporation may require from time to time.



                                  ARTICLE II



                            S T O C K H O L D E R S



                                ANNUAL MEETING



	Section 1.  The date and time of the annual meeting of
stockholders shall be determined by or under the authority of
the board of directors as permitted by law for the purpose of
electing directors and the transaction of such other business as
may properly come before the meeting.  If the election of
directors shall not be held on the date designated for such
annual meeting or at any adjournment thereof, the board of
directors shall cause the election to be held at a special
meeting of the stockholders as soon thereafter as conveniently
may be.



                                SPECIAL MEETINGS



	Section 2.  Special meetings of the stockholders may be called
at any time by the chief executive officer of the corporation or
by the secretary upon a request in writing of a majority of the
board of directors.  Such request shall state the purpose or
purposes of the proposed meeting.



                                PLACE OF MEETINGS



	Section 3.  All meetings of the stockholders for the election
of directors shall be held in the City of Mexico, State of
Missouri, or at such other place as may be fixed from time to
time by the board of directors.  Meetings of stockholders for
any other purpose may be held at such time and place, within or
without the State of Delaware, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.



                               NOTICE OF MEETINGS



	Section 4.  Written notice stating the place, day and hour of
the meeting, and in the case of a special meeting the purpose or
purposes for which the meeting is called, shall be given by mail
to each stockholder entitled to vote thereat not less than ten
(10) days, nor more than fifty (50) days before the date of the
meeting.  Such notice, when mailed, shall be deemed to be
delivered when deposited in the United States mail in a sealed
enveloped addressed to the stockholder at his address as it
appears on the records of the corporation, with postage prepaid.



                            QUORUM AND VOTE REQUIRED



	Section 5.  (a)  The holders of a majority of the stock issued
and outstanding and entitled to vote thereat, present in person
or represented by proxy, shall constitute a quorum at all
meetings of the stockholders for the transaction of such
business except as otherwise provided by statue or by the
certificate of incorporation.  If, however, such quorum shall
not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present
in person or represented by proxy, shall have power to adjourn
the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or
represented.  At such adjourned meeting at which a quorum shall
be present or represented, any business may be transacted which
might have been transacted at the meeting as originally
scheduled.



		(b)  When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present
in person or represented by proxy shall decide any question
brought before such meeting, unless the question is one upon
which by express provision of the statutes or of the certificate
of incorporation, a different vote is required in which case
such express provision shall govern and control the decision of
such question.



                            ORGANIZATION OF MEETING



	Section 6.  The chairman of the board of directors, or in his
absence or if there is no chairman of the board of directors,
the president of the corporation, or in his absence, the vice
presidents in the order of their election, shall preside as
chairman of all meetings of the stockholders.  In the absence of
all such persons, the meeting shall select, by majority vote, a
stockholder present at the meeting to act as chairman.  The
secretary of the corporation, or in his absence, an assistant
secretary, shall act as secretary of all meetings of the
stockholders, and in the absence of the secretary or an
assistant secretary, the chairman shall appoint some other
person to act as secretary of the meeting.



                                VOTING OF STOCK



	Section 7.  On each matter submitted to a vote at a meeting of
the stockholders, each holder of common stock shall be entitled
to one vote in person or by proxy for each share of common stock
held by the stockholder.  No proxy shall be voted after three
years from its date unless otherwise provided in the proxy, and,
except where the transfer books of the corporation have been
closed or a date has been fixed as a record date for the
determination of its stockholders entitled to vote, no share of
stock shall be voted at any election for directors which has
been transferred on the books of the corporation within twenty
(20) days next preceding such election of directors.  In all
elections for directors each stockholder shall have the right to
vote, in person or by proxy, the number of shares owned by him
for as many persons as there are directors to be elected.





                      VOTING OF SHARES BY CERTAIN HOLDERS



	Section 8.  (a)  Each share standing in the name of another
corporation, domestic or foreign, may be voted by such officer,
agent or proxy as the by-laws of such corporation may prescribe
or, in the absence of such by-law provisions, as the board of
directors of such corporation may determine.



	(b)  Shares standing in the name of a deceased person may be
voted by his administrator or executor either in person or by
proxy.  Persons holding stock in a fiduciary capacity may vote
the shares so held in person or by proxy.  Shares standing in
the name of a receiver may be voted by such receiver, and shares
held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority
so to do be contained in an appropriate order of the court by
which such receiver was appointed.  A stockholder whose shares
are pledged shall be entitled to vote such shares in person or
by proxy, unless in the transfer by the pledgor on the books of
the corporation he has expressly empowered the pledgee to vote
thereon, in which case only the pledgee or his proxy may
represent the stock and vote thereon.



	(c)  Shares of stock of this corporation belonging to the
corporation shall not be voted, directly or indirectly, at any
meeting and shall not be counted in determining the total number
of outstanding shares at any given time, but such shares held by
the corporation in a fiduciary capacity may be voted and shall
be counted in determining the total number of outstanding shares
at any given time.



                                 VOTING LISTS

 

	Section 9.  The officer or agent having charge of the stock
ledger for the shares of the corporation shall prepare and make,
at least ten (10) days before each meeting of the stockholders
at which directors are to be elected, a complete list of the
stockholders entitled to vote at such meeting, arranged in
alphabetical order with the address of and the number of shares
registered in the name of each stockholder.  Such list shall be
open to the examination of any stockholder, during ordinary
business hours, for a period of at least ten (10) days prior to
such meting, at the place where the meeting is to be held.  Such
list shall be produced and kept at the time and place of the
meeting during the whole time thereof and shall be subject to
the inspection of any stockholder who may be present.  The
original stock ledger shall be prima facie evidence as to who
are the stockholders entitled to examine such stock ledger and
to vote at any meeting of the stockholders.



                           CLOSING OF TRANSFER BOOKS



	Section 10.  The board of directors may close the stock
transfer books of the corporation for a period not exceeding
sixty (60) days preceding the date of any meeting of
stockholders or the date for payment of any dividend, or the
date for the allotment of rights or the date when any change or
conversion or exchange of capital stock shall go into effect, or
for a period not exceeding sixty (60) days in connection with
obtaining the consent of stockholders for any purpose.  In lieu
of closing the stock transfer books as aforesaid, the board of
directors may fix in advance a date, not exceeding sixty (60)
days preceding the date of any meeting of stockholders, or the
date of the payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion
or exchange of capital stock shall go into effect, or a date in
connection with obtaining such consent, as a record date for the
determination of the stockholders entitled to notice of, and to
vote at, any such meeting, and any adjournment thereof, or
entitled to receive payment of any such dividend, or to any such
allotment of rights, or to exercise the rights in respect of any
such change, conversion or exchange of capital stock, or to give
such consent, and in such case such stockholders and only such
stockholders as shall be stockholders of record on the date so
fixed shall be entitled to such notice of, and to vote at, such
meeting and any adjournment thereof, or to receive payment of
such dividend, or to receive such allotment of rights, or to
exercise such 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.



                                  ARTICLE III



                               D I R E C T O R S

   

                                 GENERAL POWERS



	Section 1.  The business and affairs of the corporation shall b
managed by a board of directors which may exercise all the
powers of the corporation and do all such lawful acts and things
as are not by statute or by the certificate of incorporation or
by these by-laws directed and required to be exercised or done
by the stockholders.



                               NUMBER AND TENURE

   

	Section 2.  The number of directors which shall constitute the
whole board shall be not fewer than three (3) nor more than
twelve (12).  Subject to the above limits, the total number of
directors shall be determined from time to time by resolution of
the board of directors.  The number of directors shall be
divided into three classes, as nearly equal in number as may be.
At each annual meeting after the initial classification and
election of directors, directors shall be elected to succeed
those whose terms expire at such annual meeting and each
director so elected shall hold office for a term expiring at the
third annual meeting of stockholders after his election and
until his successor shall be duly elected and qualified; 
provided, however, that no person shall be eligible for election
or re-election as a director if such person will have reached
his 70th birthday on or before the date of such election or
re-election, and no officer-director shall serve as such beyond
the date he ceases to be an officer.  Directors need not be
stockholders.



                                   VACANCIES





	Section 3.  Newly created directorships resulting from any
increase in the authorize number of directors and vacancies in
the board of directors from death, resignation, retirement,
disqualification, removal from office or other cause, shall be
filled by a majority vote of the directors then in office, and
each director so chosen shall hold office for a term expiring at
the annual meeting of stockholders at which the term of the
class to which he shall have been elected expires, and until his
successor shall be duly elected and qualified.





                               REGULAR MEETINGS



	Section 4.  Regular meetings of the board of directors shall be
held immediately after the annual meeting of stockholders in
each year and at 10:00 o'clock in the forenoon upon the second
Wednesday in the months of February, August and November in each
year.  If the day fixed for any such regular meeting shall be a
legal holiday, the meeting shall be held on the next succeeding
day which is not a legal holiday.

   

                               SPECIAL MEETINGS



	Section 5.  Special meetings of the board of directors may be
called at any time by the chief executive officer of the
corporation, or by the secretary upon the request of not less
than one-third (1/3rd) of the directors then in office.



                              PLACE OF MEETINGS



	Section 6.  All meetings of the board of directors, whether
regular or special, shall be held at the office of the
corporation in Chicago, Illinois; provided, however, that any
meeting, whether regular or special, may be held at such other
place as the board of directors may from time to time determine
by resolution or as may be fixed in a notice of the meeting or
as may be fixed in any waiver of notice signed by all of the
directors.



                              NOTICE OF MEETINGS



	Section 7.  No notice of the holding of any regular meeting of
the board of directors is required.  Written notice of any
special meeting shall be given by mail to each director not less
than five (5) days before the date of the meeting, or by
telegram or cable not less than two (2) days before the date of
the meeting, or by telephone not less than twenty-four (24)
hours before the time of the meeting, with written confirmation
of notice by telephone to be mailed promptly.  If mailed, such
notice shall be deemed to be delivered when deposited in the
United States mail, in a sealed envelope addressed to the
director at his address as it appears on the records of the
corporation, with postage prepaid.  If such notice is given by
telegram or cable, the same shall be deemed to be delivered when
delivered to any telegraph company with charges prepaid and
addressed to the director at his address as it appears on the
records of the corporation.  Attendance of any director at any
special meeting shall constitute a waiver of notice of such
meeting except where a director attends a meeting for the
express purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or
convened.  Neither the business to be transacted at, nor the
purpose of, any special meeting of the board of directors need
be stated in the notice or waiver of notice of such meeting.



                                    QUORUM



	Section 8.  A majority of the board of directors shall
constitute a quorum for the transaction of business, but if at
any meeting of the board there shall be less than a quorum
present, a majority of those present may adjourn the meeting
from time to time.  The affirmative vote of a majority of all
directors shall be necessary for the passage of any resolution
unless a greater vote is required in these by-laws or the
certificate of incorporation.



                            ORGANIZATION OF MEETING



	Section 9.  At meetings of the board of directors, the chairman
of the board, if there be such officer, or , in his absence, the
president, shall preside as chairman of the meeting.  In the
absence of both of them, the meeting shall elect a director,
present at the meeting, to act as chairman.  The secretary of
the corporation, or, in his absence, an assistant secretary,
shall act as secretary of all meetings of the board of
directors, and, in the absence of all such persons, the chairman
of the meeting shall appoint some other person to act as
secretary off the meeting.



                           COMPENSATION OF DIRECTORS



	Section 10.  Directors as such shall not receive any salary for
their services, except that each director not otherwise employed
by the corporation, or an affiliated corporation, shall be
entitled to be paid his expenses, if any, of attendance at such
meetings and such remuneration as the board of directors may
from time to time determine.  Nothing herein contained shall be
construed to preclude any director from serving the corporation
in any other capacity and receiving compensation therefor.



                                  ARTICLE IV



                 C O M M I T T E E S   O F   D I R E C T O R S



                       DESIGNATION OF STANDING COMMITTEES



	Section 1.  The corporation shall have the following standing
committees:



		(a)  An Executive Committee which shall have and may exercise
all the authority of the board of directors during the intervals
between meetings of the board of directors in the management of
the business and affairs of the corporation and may authorize
the seal of the corporation to be affixed to all papers which
may require it.  The committee shall consist of not less than
four members of the board of directors and shall include the
chairman of the board and the president as members.



		(b)  An Audit Committee which shall (1) select and employ, on
behalf of the corporation, subject to ratification of
stockholders, a firm of certified public accountants whose duty
shall be to audit the books and accounts of the corporation and
its subsidiaries and affiliated companies for the fiscal year in
which they are appointed; (2)  confer with the auditors
regarding the scope of the audit and other services and the cost
thereof and report periodically to the board of directors; and
(3)  review with the auditors at the conclusion of the audit and
before publication of the audited financial statements, the
findings disclosed during the audit, including compliance with
the corporation's conflict of interest policies, the adequacy of
internal controls, the effectiveness of the internal auditing
function, accounting policies and financial reporting, and the
contemplated form of the statements and opinion.  This committee
shall consist of not less than three members of the board of
directors who are not officers or employees of the corporation.



		(c)  A Compensation and Organization Committee which shall
have the duty:  to review and to make recommendations to the
board of directors with respect to management organization,
succession and development programs, the election of corporate
officers and their salaries and incentive compensation or bonus
awards; to make the decisions required by a committee of the
board of directors under all stock option plans which
corporation has adopted or may adopt; and to approve and report
to the board of directors changes in salary ranges for all major
position categories, and the corporation retirement plans, group
insurance plans, investment plans or other benefit plans and
management incentive compensation or bonus plans.  In addition,
the committee shall confer with the Benefits Administration
Committee established under the corporation retirement plan and
report periodically to the board of directors on the funding of
all qualified pension plans of the corporation and its
subsidiaries and the investment performance of plan funds and,
on behalf of the board of directors, authorize necessary or
desirable changes in actuarial assumptions for funding of the
plans.  The committee shall consist of not less than three
members of the board of directors who are not officers or
employees of the corporation.



                         OTHER COMMITTEES OF DIRECTORS



	Section 2.  The board of directors may, by resolution passed by
a majority of the whole board, designate from time to time other
committees of the board of directors of such number of directors
and with such powers as the board of directors may by resolution
determine.



                        APPOINTMENT OF COMMITTEE MEMBERS



	Section 3.  The board of directors at its meeting following the
annual meeting of stockholders shall designate the directors to
constitute the membership of each standing committee and the
chairman thereof, and such directors shall serve until the
directors' meeting following the next annual meeting of
stockholders; provided, however, that vacancies during the year
on any standing committee shall be filled by the board of
directors so that the membership of each committee shall be
filled at all times; and provided further that in the absence or
disqualification of any member of a committee, the members of
that committee present at any meeting and not disqualified from
voting, whether or not constituting a quorum, may unanimously
appoint another member of the board of directors to act at the
meeting in the place of the absent or disqualified member.



                               MEETINGS - QUORUM



	Section 4.  Meetings of each committee may be called by its
chairman or by any two members of the committee or by the chief
executive officer of the corporation or by resolution of the
board of directors.  Each such committee shall fix its own rules
of procedure.  The presence of a majority of the members of a
committee shall be necessary to constitute a quorum for the
transaction of business, and the affirmative vote of a majority
of all the members of the committee shall be necessary for the
adoption of any resolution or the taking of any action.  Each
committee shall report to the board of directors all actions of
the committee at the next directors' meeting following any
meeting of any such committee.  Regular minutes of the
proceedings of each committee shall be kept in a book provided
for that purpose.



                       REMUNERATION OF COMMITTEE MEMBERS



	Section 5.  Members of each committee not regularly employed by
the corporation shall receive such remuneration as may be
determined by resolution of the board of directors.



                                  ARTICLE V



                               O F F I C E R S 



                              GENERAL PROVISIONS



	Section 1.  The officers of the corporation shall be a
president, one or more executive vice presidents, senior vice
presidents, or vice presidents, a treasurer, a secretary and one
or more assistant treasurers and assistant secretaries.  The
board of directors may elect a chairman of the board of
directors and may also elect other officers from time to time
who shall have such authority and perform such duties as may be
prescribed by resolution of the board of directors.  The offices
of treasurer and secretary may be held by the same person.  The
salaries and other compensation of officers shall be fixed by
the board of directors.



                                   ELECTION



	Section 2.  The officers of the corporation shall be elected
annually by the board of directors at the first meeting of the
board of directors held after each annual meeting of the
stockholders.  If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as
conveniently may be.  Vacancies may be filled or new offices
created and filled at any meeting of the board of directors. 
Each officer shall hold office until his successor shall have
been elected and shall have qualified or until his death,
resignation or removal in the manner hereinafter provided, or
until the board of directors shall by resolution determine that
the office shall be left unfilled.  The chairman of the board,
if any, and the president shall be chosen from the members of
the board of directors.



                                    REMOVAL



	Section 3.  Any officer elected by the board of directors may
be removed by the board of directors whenever in its judgment
the best interests of the corporation will be served thereby,
but such removal shall be without prejudice to the contract
rights, if any, of the person so removed.



                     THE CHAIRMAN OF THE BOARD OF DIRECTORS



	Section 4.  The chairman of the board of directors shall be the
chief executive officer of the corporation and shall have
general charge of the business and affairs of the corporation,
subject to the control of the board of directors.  He shall
preside at all meetings of the stockholders and of the board of
directors of the corporation, and by virtue of his office shall
be a member of the Executive Committee.  He may sign and execute
in the name of the corporation all authorized deeds, mortgages,
bonds, contracts and other instruments and, with the secretary
or an assistant secretary, may sign certificates of capital
stock of the corporation.  He shall, in general, perform all
other duties incident to being the chief executive officer of
the corporation, and such other duties as may be prescribed from
time to time by the board of directors.  In the event of the
election of a vice chairman by resolution of the board of
directors, the chairman of the board, or the board of directors,
may designate the vice chairman to assume such duties of the
chairman of the board in his absence as assigned from time to
time and to serve on the Executive Committee in lieu of or
together with the president and the duties of the president
stated in these by-laws, including his membership on the
Executive Committee, would thereby be superseded to the extent
applicable.



                                 THE PRESIDENT



	Section 5.  The president shall be the chief operating officer
of the corporation and shall have direct and active charge of
the business and affairs of the corporation under the direction
of the chairman of the board of directors and subject to control
of the board of directors.  He shall, by virtue of his office,
be a member of the Executive Committee.  He may sign and execute
in the name of the corporation all authorized deeds, mortgages,
bonds, contracts and other instruments and, with the secretary
or an assistant secretary, may sign certificates of capital
stock of the corporation.  He shall, in general, perform all
other duties incident to the office of president, and such other
duties as may be prescribed from time to time by the chairman of
the board or the board of directors.  In the event no chairman
of the board is elected, or in the absence of the chairman of
the board or in case of his inability or refusal to act, the
president shall assume the duties of the chairman of the board.



                 THE EXECUTE VICE PRESIDENTS, THE SENIOR VICE

                     PRESIDENTS, AND THE VICE PRESIDENTS



	Section 6.  The executive vice presidents, if any, in the
chronological order of their election shall, in the absence of
the president, or in the event of his inability or refusal to
act, perform the duties and exercise the powers of the president
and shall perform such other duties and have such other powers
as the board of directors, the chairman of the board, or the
president shall prescribe from time to time.  The senior vice
presidents, if any, in the chronological order of their election
shall, in the absence of the president and all the executive
vice presidents, or in the event of his or their inability or
refusal to act, perform the duties and exercise the powers of
the president and shall perform such other duties and have such
other powers as the board of directors, the chairman of the
board, or the president shall prescribe from time to time.  The
vice presidents in the chronological order of their election
shall, in the absence of the president and all of the executive
vice presidents and senior vice presidents, or in the event of
his or their inability or refusal to act, perform the duties and
exercise the powers of the president and shall perform such
other duties and have such other powers as the board of
directors, the chairman of the board, or the president shall
prescribe from time to time.



                    THE TREASURER AND ASSISTANT TREASURERS



	Section 7.  The treasurer shall have charge and custody of all
funds and securities of the corporation and shall keep full and
accurate accounts of the receipts and disbursements in books
belonging to the corporation, and shall deposit all moneys and
other valuable effects in the name and to the credit of the
corporation in such depositories as may be authorized from time
to time by the board of directors.  He shall disburse the funds
of the corporation as may be required in the conduct of the
business, and shall render to the chief executive officer and
the board of directors, at the regular meetings or whenever they
may require it, an account of all his transactions as treasurer
and of the financial condition of the corporation.  If required
by the board of directors, he shall give the corporation a bond
in such form and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful
performance of the duties of his office.  And, in general, he
shall perform all acts incident to the office of treasurer,
subject to the control of the board of directors.  The assistant
treasurers, in the order of their election, shall, in the
absence or disability of the treasurer, perform the duties and
exercise the powers of the treasurer and shall perform such
other duties as the board of directors shall prescribe.



                    THE SECRETARY AND ASSISTANT SECRETARIES



	Section 8.  The secretary shall attend all meetings of the
board of directors and all meetings of the stockholders and
record all proceedings of the meetings of the board of directors
and the stockholders in books to be kept for those purposes, and
shall perform like duties for any committee of the board of
directors when requested.  He shall give, or cause to be given,
notice of all meetings of the stockholders and special meetings
of the board of directors, and he shall be the custodian of the
corporate records and of the seal of the corporation, and shall
have authority to affix the seal to any instrument requiring it,
and when so affixed, it may be attested by his signature.  The
assistant secretaries, in the order of their election, shall, in
the absence or disability of the secretary, perform the duties
and exercise the powers of the secretary and shall perform such
other duties as the board of directors shall prescribe.



                      VOTING SHARES OF OTHER CORPORATIONS



	Section 9.  Unless otherwise ordered by the board of directors,
the chief executive officer or such person as he may appoint
shall have full power and authority, in behalf of the
corporation, to attend any meetings of stockholders of any
corporation in which this corporation may hold stock, and to
vote the shares held by this corporation at any such meeting;
and at any such meeting to possess and exercise any and all
rights and powers incident to the ownership of such shares.



                                   ARTICLE VI



                                D I V I S I O N S



	The chairman of the board may appoint managers of divisions
with such titles (including the title of president or vice
president) as the chairman of the board may determine.  A
division manager shall not, by virtue of such appointment, be an
officer of the corporation within the meaning of Article V of
these by-laws.  However, the appointment shall not preclude the
election and service of a division manager as an officer of the
corporation within the meaning of Article V.  Division managers
shall serve at the pleasure of the chairman of the board and
shall perform such duties and have such powers as the chairman
of the board may prescribe from time to time.



                                  ARTICLE VII



                         C E R T I F I C A T E S   OF

                         S T O C K - D I V I D E N D S



	Section 1.  (a)  Every holder of stock in the corporation shall
be entitled to have a certificate signed in the name of the
corporation by the chairman of the board of directors, the
president or a vice president and the secretary or an assistant
secretary, certifying the number of shares owned by him in the
corporation.  If such certificate is countersigned (1)  by a
transfer agent other than the corporation or its employee, or
(2)  by a registrar other than the corporation or its employee,
any other signature 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, the certificate 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.



		(b)  All certificates surrendered to the corporation for
transfer shall be canceled and no new certificate shall be
issued until the former certificate for a like number of shares
of the same class has been surrendered and canceled or properly
accounted for in the case of a lost certificate.



                              TRANSFER OF SHARES



	Section 2.  Upon surrender to the corporation or transfer agent
of the corporation of a certificate of shares duly endorsed and
accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the corporation
to issue a new certificate to the person entitled thereto,
cancel the old certificate and record the transaction upon its
books.  The board of directors may appoint one or more transfer
agents and registrars of transfer, and may require all stock
certificates to bear the signature of a transfer agent and of a
registrar of transfers.



                            REGISTERED STOCKHOLDERS 



	Section 3.  The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner
of shares to receive dividends and to vote as such owner, and to
hold liable for calls and assessments a person registered on its
books as the owner of shares, and shall not be bound to
recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware or elsewhere in these
by-laws.



                                  DIVIDENDS



	Section 4.  Dividends upon the capital stock of the
corporation, subject to the provisions, if any, of the
certificate of incorporation, may be declared by the board of
directors at any regular or special meeting pursuant to law. 
Dividends may be paid in cash, in property, or in shares of
capital stock, subject to the provisions of the certificate of
incorporation.



                                  ARTICLE VIII



              I N D E M N I F I C A T I O N   O F   D I R E C T
O R S

                             A N D   O F F I C E R S



	The corporation (i)  shall indemnify every person who is or was
a director or officer of the corporation or is or was serving at
the corporation's request as a director or officer of another
corporation, partnership, joint venture, trust or other
enterprise; and (ii)  shall, if the board of directors so
directs, indemnify any person who is or was an employee or agent
of the corporation or is or was serving at the corporation's
request as an employee or agent of another corporation,
partnership, joint venture, trust or other enterprise to the
extent, in the manner, and subject to compliance with the
applicable standards of conduct, provided by Section 145 of the
General Corporation Law of the State of Delaware as the same (or
any substitute provision therefor) may be in effect from time to
time.



	Such indemnification (i)  shall not be deemed exclusive of any
other rights to which any person seeking indemnification under
or apart from this Article VIII may be entitled under any
by-law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such
office, and (ii)  shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a
person.



                                   ARTICLE IX



                      G E N E R A L   P R O V I S I O N S



                                    CHECKS



	Section 1.  All checks or demands for money and notes of the
corporation shall be signed by such officer or officers, or such
other person or persons, as the board of directors may from time
to time designate.



                                  FISCAL YEAR



	Section 2.  The fiscal year of the corporation shall begin on
the first day of January of each year and end at the close of
the last day of December in the same year.



                                      SEAL



	Section 3.  The corporate seal shall have inscribed thereon the
name of the corporation, the year of its organization and the
words "Corporate Seal, Delaware".  The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.









                               WAIVER OF NOTICE



	Section 4.  Whenever any notice whatever is required to be
given under the provisions of the statutes or of the certificate
of incorporation or of these by-laws, a waiver thereof in
writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.



                                   ARTICLE X



                              A M E N D M E N T S



	These by-laws may be amended or repealed by the affirmative
vote of 80% of the total number of directors or by the
affirmative vote of the holders of 80% of the voting power of
the corporation's stock outstanding and entitled to vote thereon.