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                                                                Exhibit 3.2


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                                     BY-LAWS

                             UNION CAMP CORPORATION

                          (AS AMENDED OCTOBER 27, 1998)

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                                     BY-LAWS

                                       of

                             UNION CAMP CORPORATION

                          (AS AMENDED OCTOBER 27, 1998)

                          -----------------------------

                                    ARTICLE I

                                      Stock


     SECTION 1. Form and Execution of Certificates. The certificates of shares
of stock of the Corporation shall be in such form not inconsistent with the
Articles of Incorporation as shall be approved by the Board of Directors.
Certificates of stock shall be signed by the Chairman of the Board, the
President or by a Vice President and the Treasurer or an Assistant Treasurer or
the Secretary or an Assistant Secretary, except that where any such certificates
shall be countersigned by a transfer agent or by a registrar, other than the
Corporation, the signatures of any of the officers above specified may be
facsimiles, engraved or printed. In case any officer who has signed or whose
facsimile signature has been placed upon such certificate shall have ceased to
be such officer before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer at the date of its
issue.

     SECTION 2. Regulations. The Board of Directors may make such rules and
regulations as it may deem expedient concerning the issue, transfer and
registration of certificates of stock and concerning certificates of stock
issued, transferred or registered in lieu or replacement of any lost, stolen,
destroyed or mutilated certificates of stock.

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     SECTION 3. Transfer Agent and Registrar. The Board of Directors may appoint
a transfer agent or transfer agents and a registrar or registrars of transfer
for any or all classes of the capital stock of the Corporation, and may require
stock certificates of any or all classes to bear the signature of either or
both.

     SECTION 4. Closing of Transfer Books, Fixing of Record Date. The Board of
Directors may fix in advance a date, not exceeding 70 days preceding the date of
any meeting of stockholders, or the date for the payment of any dividend, or the
date for the determination of stockholders for any other proper purpose, as a
record date for the determination of the stockholders exclusively entitled to
notice of and to vote at any such meeting, or any adjournment thereof, or
entitled to receive payment of any such dividend, or for any other proper
purpose.

     SECTION 5. Restrictions on Transfer. The Board of Directors may impose
restrictions on transfer of securities of the Corporation pursuant to the Rights
Agreement, dated as of January 25, 1996, by and between the Corporation and The
Bank of New York, as and to the extent required by such Rights Agreement, as
amended from time to time.

     SECTION 6. Control Share Acquisitions.  Article 14.1 of the Virginia Stock
Corporation Act shall not apply to acquisitions of the Corporation.

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                                   ARTICLE II

                                  Stockholders

     SECTION 1. Annual Meeting. The annual meeting of the stockholders for the
election of directors and for the transaction of such other business as may
properly come before the meeting shall be held at such time, and at such place,
either within or without the State of Virginia, as may be designated in the
notice thereof, on the last Tuesday in April of each year if not a legal
holiday, but if a legal holiday, then on the next succeeding business day (such
last Tuesday in April or, if a legal holiday, the next succeeding business day,
being hereinafter referred to as the "Formula Date") or on such other date as
the Board of Directors may determine at any time in advance of the Formula Date.

     At the annual meeting of stockholders, only such business shall be
conducted as shall have been properly brought before the meeting (a) by or at
the direction of the Board of Directors or (b) by any stockholder of the
Corporation who shall be entitled to vote at such meeting and who complies with
the procedures set forth in this Section 1.

     In addition to any other applicable requirements, for business, including
the nomination of one or more persons for election as Directors, to be properly
brought before the annual meeting by a stockholder, such stockholder must have
given timely advance written notice thereof to the Secretary of the Corporation.
The Secretary shall deliver timely received notices to the Board of Directors or
a committee designated by the Board for review. To be timely, a stockholder's
notice must be received by the Secretary at the principal executive offices
of the

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Corporation not less than ninety days in advance of the first anniversary
date of the annual meeting of shareholders for the preceding year; provided,
however, if and only if the annual meeting is not scheduled to be held within a
period which commences 30 days before such anniversary date and ends 30 days
after such anniversary date, such notice shall be given not later than 90 days
in advance of the meeting date unless the date of such meeting is not publicly
disclosed by the Corporation (by press release or by a document filed by the
Corporation with the Securities and Exchange Commission) at least 115 days prior
thereto, in which case such notice shall be given not later than the close of
business on the date that is 25 days following the first public disclosure by
the Corporation of the date of the annual meeting. In calculating days, the day
of such annual meeting shall not be included so that stockholders shall begin
counting with the day immediately preceding the day of the annual meeting which,
for purposes of such calculation, shall be one day in advance of the annual
meeting.

     A stockholder's notice to the Secretary shall set forth as to each matter
of business the stockholder proposes to bring before the annual meeting: (a) a
description of the business intended to be brought before the annual meeting,
including the text of any resolution to be presented, and the reasons for
conducting such business at the annual meeting; (b) the name and address of the
stockholder proposing such business; (c) a representation that the stockholder
is a holder of record of stock of the Corporation entitled to vote at the annual
meeting and intends to appear in person or by proxy at the meeting to bring the
business specified in the notice before the meeting; (d) the class and number of
shares of stock of the Corporation owned (i) of record and (ii) beneficially by
the stockholder; and (e) any material interest of the stockholder in the
business to be brought before the meeting.

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     A stockholder's notice of intent to make a nomination of one or more
persons for election as Directors at the annual meeting of stockholders shall,
in addition to the information required above, set forth as to each such person:
(a) the name, age and business and residence addresses of the person; (b) the
principal occupation or employment of the person; (c) the class and number of
shares of stock of the Corporation owned (i) of record and (ii) beneficially by
the person; (d) a description of all arrangements or understandings between the
stockholder and the person and any other person or persons (naming such other
person or persons) pursuant to which the nomination or nominations are to be
made by the stockholder; (e) such other information regarding the person as
would be required to be included in a proxy statement filed pursuant to the
proxy rules of the Securities and Exchange Commission, had the person been
nominated by the Board of Directors; and (f) the written consent of the person
to serve as a Director of the Corporation if so elected. The Corporation may
require any stockholder proposing to nominate one or more persons for election
as Directors to furnish such other information as may reasonably be required by
the Corporation to determine the eligibility of each such person to serve as a
Director of the Corporation.

     In the event a stockholder attempts to bring business before the annual
meeting without complying with the provisions of this Section 1, the presiding
officer of the meeting shall determine and declare to the meeting that the
business was not properly brought before the meeting, and such business shall
not be transacted.

     SECTION 2. Special Meeting. Special meetings of the stockholders for any
purpose or purposes may be held at any time and at any place, within or without
the State of Virginia, designated in the call thereof, whenever called by the
Board of Directors, the Chairman of the Board, the President, or as otherwise
provided by law.

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     SECTION 3. Notice. Written notice of every annual or special meeting of the
stockholders, stating the place, day and hour and purpose or purposes thereof,
shall be given to each stockholder of record entitled to vote thereat, either
personally or by mailing the notice to him at his address as it appears on the
stock transfer books of the Corporation. Where such notice of a stockholders'
meeting includes as a purpose thereof action with respect to an amendment of the
Articles of Incorporation or a reduction of stated capital or a plan of merger
or consolidation, such notice shall be given in the manner hereinabove provided,
but at least 25 and not more than 50 days before the date of any such meeting
and any such notice shall be accompanied by a copy of the proposed amendment or
plan of reduction or merger or consolidation.

     SECTION 4. Quorum. A quorum at any meeting of the stockholders shall
consist of a majority of the stock of the Corporation entitled to vote, present
in person or by proxy, unless otherwise required by law or the Articles of
Incorporation. If at the time and place of the meeting there is present less
than a quorum, a majority of the stock present in person or by proxy and
entitled to vote, shall have power to adjourn the meeting from time to time
without notice until a quorum is secured, and thereupon any business may be
transacted which might have been transacted at the meeting as originally called.

     SECTION 5. Organization. All meetings of the stockholders shall be presided
over by the Chairman of the Board, or in his absence, by the President, or in
his absence, by the Chairman of the Executive Committee. In case none of such
officers of the Corporation shall be present, a chairman shall be elected by the
vote of a majority of the stock present in person or by proxy entitled to vote.
The Secretary of the Corporation or an Assistant Secretary shall act as

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secretary of every such meeting when present, and in the absence of either, the
presiding officer may appoint any other officer of the Corporation to act as
Secretary.

     SECTION 6. Inspectors. At any annual or special meeting of stockholders,
inspectors of election may be appointed by the presiding officer of the meeting
for the purpose of opening and closing the polls, receiving and taking charge of
proxies, and receiving and counting the ballots or the votes of stockholders
otherwise given and shall in writing certify to the returns. No candidate for
election as director shall be appointed or act as inspector.

                                   ARTICLE III

                                    Directors

     SECTION 1. Number, Vacancy. The property, business and affairs of the
Corporation shall be managed by a Board of 11 directors. Except as otherwise
provided by law or in these By-laws or in the Articles of Incorporation, the
directors shall be elected by the stockholders at each annual meeting of
stockholders and shall serve until the next succeeding annual meeting and until
their successors shall have been elected. In the event of any vacancy in the
directors resulting from death, resignation, disqualification, an increase by
thirty percent (30%) or less in the number of directors last elected by the
stockholders, or other cause, the remaining directors, although less than a
quorum, by an affirmative vote of a majority thereof, may fill such vacancy.

     SECTION 2. Regular Meeting. Regular meetings of the Board of Directors
shall be held, either within or without the State of Virginia, as shall from
time to time be determined by the Board of Directors. After there has been such
determination and notice thereof has been given to each member of the Board of
Directors, no further notice shall be required for any such

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regular meeting. The annual meeting of the Board of Directors may be held,
without notice, on the same day as and after the annual meeting of the
stockholders.

     SECTION 3. Special Meeting. Special meetings of the Board of Directors
shall be held, either within or without the State of Virginia, upon the order of
the Board, or the call of the Chairman of the Board, the President, or three
directors. The Secretary, or other officer performing his duties, shall give
notice to each director of the time and place of each meeting, by mailing the
same at least two days before the meeting or by telegraphing or telephoning the
same prior to the meeting.

     SECTION 4. Quorum. A majority of the number of directors fixed by these
By-laws shall constitute a quorum for the transaction of business except as
otherwise provided by law or the Articles of Incorporation or these By-laws, but
a majority of those present at the time and place of any meeting, although less
than a quorum, may adjourn from time to time without notice, until a quorum is
secured.

     SECTION 5. Compensation. The Board of Directors shall have the authority 
to fix the compensation of the directors and of members of the Executive
Committee and of other committees of the Board.

     SECTION 6. Indemnification of Officers, Directors and Employees.

          (a)  Each director and officer of the Corporation shall be
indemnified by the Corporation against all costs and expenses reasonably
incurred by or imposed upon him in connection with or resulting from any action,
suit or proceeding to which he may be made a party by reason of his being or
having been a director or officer of the Corporation (whether or not he
continues to be a director or officer at the time of incurring such cost or
expense), except in relation to matters as to which a recovery shall be had
against him by reason of his having been

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finally adjudged in such action, suit or proceeding to have been derelict in the
performance of his duty as such director or officer. The foregoing qualification
shall not, however, prevent a settlement by the Corporation prior to final
adjudication when such settlement appears to be in the interest of the
Corporation. The right of indemnification herein provided shall not be exclusive
of other rights to which any director or officer may be entitled as a matter of
law. (Adopted by the stockholders of the Corporation March 3, 1942.)

          (b) As used in the following subsections of this Section 6:

               "Applicant" means the person seeking indemnification pursuant to
this Section.

               "Expenses" includes counsel fees.

               "Liability" means the obligation to pay a judgment, settlement,
penalty, fine, including any excise tax assessed with respect to an employee
benefit plan, or reasonable expenses incurred with respect to a proceeding.

               "Official capacity" means, (i) when used with respect to a
director, the office of director in the Corporation; or (ii) when used with
respect to an individual other than a director, the office in the Corporation
held by the officer or the employment or agency relationship undertaken by the
employee or agent on behalf of the Corporation.

               "Official capacity" does not include service for any other
foreign or domestic corporation or any partnership, joint venture, trust,
employee benefit plan, or other enterprise.

               "Party" includes an individual who was, is, or is threatened to
be made a named defendant or respondent in a proceeding.

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               "Proceeding" means any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative or investigative
and whether formal or informal.

               (c) The Corporation shall indemnify any person who was or is a
party to any proceeding by reason of the fact that he is or was a director,
officer or employee of the Corporation, or is or was serving at the request of
the Corporation as a director, trustee, partner, officer or employee of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against any liability incurred by him in connection with such
proceeding if (i) he believed, in the case of conduct in his official capacity,
that his conduct was in the best interests of the Corporation, and in all other
cases that his conduct was at least not opposed to its best interests, and, in
the case of any criminal proceeding, had no reasonable cause to believe his
conduct was unlawful, (ii) in connection with a proceeding by or in the right of
the Corporation, he was not adjudged liable to the Corporation, and (iii) in
connection with any proceeding charging improper benefit to him, whether or not
involving action in his official capacity, he was not adjudged liable on the
basis that personal benefit was improperly received by him. A person is
considered to be serving an employee benefit plan at the corporation's request
if his duties to the corporation also impose duties on, or otherwise involve
services by, him to the plan or to participants in or beneficiaries of the plan.
A person's conduct with respect to an employee benefit plan for a purpose he
believed to be in the interests of the participants and beneficiaries of the
plan is conduct that satisfies the requirements of this subsection.

          (d) The termination of any proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not of
itself create a

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presumption that the applicant did not meet the standard of
conduct described in subsection (c) of this Section.

          (e) To the extent that the applicant has been successful on the merits
or otherwise in defense of any proceeding referred to in subsection (c) of this
Section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses actually and reasonably incurred by him in
connection therewith.

          (f) Any indemnification under subsection (c) of this Section (unless
ordered by a court) shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of the applicant is
proper in the circumstances because he has met the applicable standard of
conduct set forth in subsection (c).

               The determination shall be made:

          (i)  By the Board of Directors by a majority vote of a
quorum consisting of directors not at the time parties to the
proceeding;

          (ii) If a quorum cannot be obtained under paragraph (i) of this
subsection, by majority vote of a committee duly designated by the Board of
Directors (in which designation directors who are parties may participate),
consisting solely of two or more directors not at the time parties to the
proceeding;

          (iii) By special legal counsel:

               (A) Selected by the Board of Directors or its committee in the
manner prescribed in paragraph (i) or (ii) of this subsection; or

               (B) If a quorum of the Board of Directors cannot be obtained
under paragraph (i) of this subsection and a committee cannot be designated
under paragraph (ii)

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of this subsection, selected by majority vote of the full Board of Directors, in
which selection directors who are parties may participate; or

          (iv) By the shareholders, but shares owned by or voted under the
control of directors who are at the time parties to the proceeding may not be
voted on the determination.

          Authorization of indemnification and evaluation as to reasonableness
of expenses shall be made in the same manner as the determination that
indemnification is permissible, except that if the determination is made by
special legal counsel, authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled under paragraph (iii)
of this subsection to select counsel.

          (g) (i) The Corporation may pay for or reimburse the reasonable
expenses incurred by any applicant who is a party to a proceeding in advance of
final disposition of the proceeding if:

               (A) The applicant furnishes the Corporation a written statement
of his good faith belief that he has met the standard of conduct described in
subsection (c);

               (B) The applicant furnishes the Corporation a written
undertaking, executed personally or on his behalf, to repay the advance if it
is ultimately determined that he did not meet the standard of conduct; and

               (C) A determination is made that the facts then known to those
making the determination would not preclude indemnification under this Section.

          (ii) The undertaking required by subparagraph (B) of paragraph (i) of
this subsection shall be an unlimited general obligation of the applicant but
need not be secured and may be accepted without reference to financial ability
to make repayment.

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     (iii) Determinations and authorizations of payments under this subsection
shall be made in the manner specified in subsection (f).

          (h) The Board of Directors is hereby empowered, by majority vote of a
quorum of disinterested directors, to cause the Corporation to indemnify or
contract in advance to indemnify any person not specified in subsection (c) of
this Section who was or is a party to any proceeding, by reason of the fact that
he is or was an agent of the Corporation, or is or was serving at the request of
the Corporation as an agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, to the same extent as if such
person were specified as one to whom indemnification is granted in subsection
(c). The provisions of subsections (d) through (g) of this Section shall be
applicable to any indemnification provided hereafter pursuant to this subsection
(h).

          (i) The Corporation may purchase and maintain insurance to indemnify
it against the whole or any portion of the liability assumed by it in accordance
with this Section and may also procure insurance, in such amounts as the Board
of Directors may determine, on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against any liability asserted against or incurred by him in any
such capacity or arising from his status as such, whether or not the Corporation
would have power to indemnify him against such liability under the provisions of
this Section.

          (j) The Board of Directors is hereby empowered to cause the
Corporation to contract in advance to indemnify any person specified in
subsection (c) of this Section

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provided that such contract does not permit indemnification if the proposed
indemnitee failed to meet the standard of conduct set forth in subsection (c).

          (k) Every reference herein to directors, officers, employees or agents
shall include former directors, officers, employees and agents and their
respective heirs, executors and administrators. The indemnification hereby
provided and provided hereafter pursuant to the power hereby conferred on the
Board of Directors shall not be exclusive of any other rights to which any
person may be entitled, including any right under policies of insurance that may
be purchased and maintained by the Corporation or others, with respect to
claims, issues or matters in relation to which the Corporation would not have
the power to indemnify such person under the provisions of this Section.

          (l) For the purposes of this Section, references to the "Corporation"
include all constituent corporations absorbed in a consolidation or merger as
well as the resulting or surviving corporation so that any person who is or was
a director, officer or employee of such a constituent corporation or is or was
serving at the request of such constituent corporation as a director, officer or
employee of another corporation, partnership, joint venture, trust or other
enterprise shall stand in the same position under the provisions of this Section
with respect to the resulting or surviving corporation as he would if he had
served the resulting or surviving corporation in the same capacity.

          (m) If any part of this Section 6 shall be found, in any claim,
action, suit or proceeding, to be invalid or ineffective, the validity and the
effect of the remaining parts shall not be affected.

     SECTION 7. Executive Committee. The Board of Directors may, by a resolution
adopted by a majority of the number of directors fixed by these By-laws, appoint
an Executive

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Committee to consist of two or more directors as determined by the Board.
A majority of the members appointed shall constitute a quorum. Such
Committee shall have the power of the Board of Directors in the management of
the property, business and affairs of the Corporation, except the power to
declare dividends, or to approve an amendment of the Articles of Incorporation
or of these By-laws or to approve a plan of merger or consolidation. Such
Committee shall keep regular minutes of its proceedings and shall report to the
Board and be subject to its directions. The Board may fill vacancies therein in
the same manner as original appointments to such Committee. Meetings of the
Executive Committee shall be held, either within or without the State of
Virginia, upon the order of the Committee or the call of the Chairman of the
Executive Committee, or two or more members of the Committee. The Secretary, or
other officer performing his duties, shall give notice to each Executive
Committee member of the time and place of each Executive Committee meeting, by
mailing the same at least two days before the meeting or by telegraphing or
telephoning the same prior to the meeting.

     SECTION 8. Other Committees. From time to time the Board of Directors by a
resolution adopted by a majority of the directors present at a meeting at which
a quorum is present may appoint any other committee or committees of directors
for any purpose or purposes, to the extent lawful, which shall have such powers
as shall be determined and specified by the Board of Directors in the resolution
of appointment. Meetings of any such committees shall be held either within or
without the State of Virginia, upon the order of such committee, or the call of
the Chairman, such committee, or two or more members of such committee. The
Secretary, or other officer performing his duties, shall give notice to each
member of such

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committee of the time and place of each meeting of such committee, by mailing
the same at least two days before the meeting or by telegraphing or telephoning
the same prior to the meeting.

     SECTION 9. Action Without a Meeting. Unless otherwise restricted by law or
the Articles of Incorporation, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting if a written consent, setting forth the action so to be taken,
shall be signed by all of the directors or all of the members of the committee,
as the case may be. Action taken under this Section is effective when the last
director signs the consent unless the consent specifies a different effective
date, in which event the action taken is effective as of the date specified
therein provided the consent states the date of execution by each director.

SECTION 10. Termination of Committee Membership. In the event any person shall
cease to be a director of the Corporation, such person shall simultaneously
therewith cease to be a member of any committee.

                                   ARTICLE IV

                                    Officers

     SECTION 1. Officers. The officers of the Corporation shall be the Chairman
of the Board, the Vice Chairman of the Board, President, Chairman of the
Executive Committee, one or more Senior Executive Vice Presidents, Executive
Vice Presidents, Senior Vice Presidents, Vice Presidents, Secretary, Treasurer,
General Counsel, Comptroller, Assistant Secretaries, Assistant Treasurers, and
Assistant Comptrollers, and such other officers and agents as may be required by
law, or as may be deemed useful. The Chairman of the Board, the Vice Chairman of
the Board, the President and the Chairman of the Executive Committee shall each
be a member of the Board

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of Directors. Any person may hold at the same time any two of the offices above
named, except the offices of President and Secretary.

     SECTION 2. Election of Officers; Term of Office. All officers and agents 
shall be elected annually by the Board of Directors at each annual meeting of
the Board. If the Board of Directors shall fail to fill any designated office at
an annual meeting or if any vacancy shall occur, or if any office shall be newly
created, such office may be filled at any meeting of the Board of Directors.

     Each officer shall hold office until his successor is duly elected, or
until his earlier death, resignation or removal, provided that the terms of
office of all officers shall terminate at any annual meeting of the Board of
Directors at which the President is elected. The Board of Directors shall have
the power to remove any officer, with or without cause, at any time.

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                                    ARTICLE V

                          Powers and Duties of Officers

     SECTION 1. Chairman of the Board. The Chairman of the Board shall be the
chief executive officer of the Corporation and shall have general supervision
over the business of the Corporation. He shall preside at all meetings of
the stockholders and the Board of Directors.

     SECTION 2. Chairman of the Executive Committee. The Chairman of the 
Executive Committee shall be the presiding officer of the Executive Committee
and shall have such other powers and duties as may be assigned to him by the
Board of Directors.

     SECTION 3. President. The President shall be the chief operating officer
of the Corporation and shall have such other powers and duties as may from time
to time be assigned to him by the Board of Directors or the Chairman of
the Board.

     SECTION 4. Other officers. All officers other than those expressly
referred to in this Article V shall have such powers and duties as usually
pertain to their respective offices, in addition to the powers and duties
conferred by law or by other sections of these By-laws, and such other duties
and powers as may be assigned to them by the Board of Directors, the Chairman of
the Board or the President.

                                   ARTICLE VI

                                   Fiscal Year

     SECTION 1. Fiscal Year. The fiscal year of the Corporation shall end on
December 31 of each year.

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                                   ARTICLE VII
                     Checks, Notes, Drafts, Contracts, Etc.

     SECTION 1. Checks, Notes, Drafts, Etc. All checks, notes, drafts or other
orders for the payment of money of the Corporation shall be signed, endorsed or
accepted in the name of the Corporation by such officer or person as may be
designated from time to time either by the Board of Directors or by an officer
authorized by the Board of Directors to make such designation.

     SECTION 2. Execution of Contracts, Deeds, Etc. The Board of Directors may
authorize any officer or agent in the name and on behalf of the Corporation to
enter into or execute and deliver any and all deeds, bonds, mortgages, contracts
and other obligations or instruments, and such authority may be general or
confined to specific instances.

                                  ARTICLE VIII

                                      Seal

     SECTION 1. Form. The Corporate Seal of the Corporation shall be the Seal
impressed on the margin hereof.

                                   ARTICLE IX

                                Waiver of Notice

               SECTION 1. Waiver of Notice. Any stockholder, director or
officer may waive any notice required to be given in accordance with law, these
By-laws or the Articles of Incorporation by attendance in person or by a writing
signed by the person or persons entitled to

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said notice or by his proxy, whether before or after the time or event referred
to in said notice, which waiver shall be deemed equivalent to such notice.

                                    ARTICLE X

                              Amendment to By-laws

     SECTION 1. By the Directors. Except as otherwise provided by
law, the Board of Directors shall have the power to make, amend
and repeal the By-laws of the Corporation. 

     SECTION 2. By the Stockholders. By-laws made by the Board of Directors may
be repealed or changed, and new By-laws made, by the stockholders and the
stockholders may prescribe that any By-laws made by them shall not be altered,
amended or repealed by the directors. Any such action shall be taken at any
annual or special meeting of stockholders, provided that the notice of such
meeting shall have included such action among the purposes of the meeting.

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