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                                                                     EXHIBIT 3.2


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                                     BY-LAWS

                             UNION CAMP CORPORATION

                         (AS AMENDED SEPTEMBER 24, 1996)

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                                     BY-LAWS

                                       OF

                             UNION CAMP CORPORATION

                         (AS AMENDED SEPTEMBER 24, 1996)

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                                    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 or on
such other date as the Board of Directors may determine at any time in advance
of such 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 Corporation not less than sixty days in advance of the
first anniversary date of the annual




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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 60 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 85 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,




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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.

        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




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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 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 12 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



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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 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



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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 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.


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                   "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.

                   "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 



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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 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;


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               (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) 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


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               (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.

        (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,



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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 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



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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 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.


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        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 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 l0. 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.



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                                   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 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 l. 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.



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                                   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 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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