As amended through
                                                November 20, 1998
                                             
                                               
                             BY-LAWS
                               OF
                       VARLEN CORPORATION
                                
                               
                            ARTICLE I
                          Stockholders
                                
                                
           SECTION  1.   Annual Meetings.  Subject to  change  by
resolution of the Board of Directors, the annual meeting  of  the
stockholders  of  the  Corporation for the  purpose  of  electing
directors and for the transaction of such other business  as  may
be brought before the meeting shall be held on the fourth Tuesday
in  May  of  each year, if not a legal holiday, and  if  a  legal
holiday,  then  on the next succeeding day not a  legal  holiday.
The  meeting  may be held at such time and such place  within  or
without  the State of Delaware as shall be fixed by the Board  of
Directors and stated in the notice of the meeting.

           SECTION 2.  Special Meetings.  Special meetings of the
stockholders may be called at any time by the Board of Directors,
by  the  Chairman  of  the  Board or  by  the  President  of  the
Corporation.  Special meetings shall be held on the date  and  at
the time and place either within or without the State of Delaware
specified in the notice thereof.

           SECTION  3.  Notice of Meetings.  Except as  otherwise
expressly required by law or the Certificate of Incorporation  of
the Corporation, written notice stating the place and time of the
meeting,  and  in the case of a special meeting, the  purpose  or
purposes of such meeting, shall be given by the Secretary to each
stockholder entitled to vote thereat at his address as it appears
on the records of the Corporation not less than ten nor more than
fifty  days  prior to the meeting.  No business other  than  that
stated  in the notice shall be transacted at any special meeting.
Notice of any meeting of stockholders shall not be required to be
given  to any stockholder who shall attend such meeting in person
or  by  proxy;  and if any stockholder shall,  in  person  or  by
attorney  thereunto duly authorized, in writing or by  telegraph,
cable or wireless, waive notice of any meeting, whether before or
after  such meeting be held, the notice thereof need not be given
to him.  Notice of any adjourned meeting of stockholders need not
be given except as provided in SECTION 4 of this ARTICLE 1.

          SECTION 4.  Quorum. Subject to the provisions of law in
respect of the vote that shall be required for a specific action,
the  number  of shares the holders of which shall be  present  or
represented by proxy at any meeting of stockholders in  order  to
constitute a quorum for the transaction of any business shall  be
a  majority of all the shares issued and outstanding and entitled
to vote at such meeting.

           At  any meeting of stockholders, whether or not  there
shall  be  a quorum present, the holders of a majority of  shares
voting  at the meeting, whether present in person at the  meeting
or  represented by proxy at the meeting, may adjourn the  meeting
from  time  to time without notice other than by announcement  at
the  meeting  of  the  time and place of the  adjourned  meeting,
except  that a new notice must be sent out if the adjournment  is
for more than thirty days, or if a new record date for voting  is
fixed.   At  any  adjourned meeting at which a  quorum  shall  be
present,  any  business may be transacted which might  have  been
transacted at the meeting as originally called.

           SECTION 5.  Organization.  The Chairman of the  Board,
or in his absence or nonelection the President, or in the absence
of  both the foregoing officers the Executive Vice President,  or
in the absence of any of the foregoing officers a Vice President,
shall  call meetings of the stockholders to order, and shall  act
as  Chairman of such meetings.  In the absence of the Chairman of
the  Board, the President, the Executive Vice President or a Vice
President, the holders of a majority in number of the  shares  of
the  capital  stock  of  the Corporation  present  in  person  or
represented  by proxy and entitled to vote at such meeting  shall
elect  a  Chairman, who may be the Secretary of the  Corporation.
The  Secretary of the Corporation shall act as secretary  of  all
meetings  of  the  stockholders;  but  in  the  absence  of   the
Secretary,  the  Chairman  may  appoint  any  person  to  act  as
secretary of the meeting.

           SECTION 6.  Voting.  Each stockholder shall, except as
otherwise provided by law or by the Certificate of Incorporation,
at  every meeting of the stockholders be entitled to one vote  in
person  or  by proxy for each share of capital stock entitled  to
vote  held by such stockholder, but no proxy shall be voted after
three  years  from  its date, unless said proxy  provides  for  a
longer period.  Upon the demand of any stockholder, the vote  for
directors  and the vote upon any matter before the meeting  shall
be  by  ballot.  Except as otherwise provided by law  or  by  the
Certificate  of Incorporation or by these By-laws, all  elections
for  directors  shall  be decided by plurality  vote;  all  other
matters shall be decided by votes cast thereon.

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

           SECTION  7.   Inspectors of Election.   The  Board  of
Directors may at any time appoint two or more persons to serve as
Inspectors  of Election at the next succeeding annual meeting  of
stockholders or at any other meeting or meetings, and  the  Board
of  Directors may at any time fill any vacancy in the  office  of
Inspector.    If  the  Board  of  Directors  fails   to   appoint
Inspectors, or if any Inspector appointed be absent or refuse  to
act,  or  if his office becomes vacant and be not filled  by  the
Board   of  Directors,  the  Chairman  of  any  meeting  of   the
stockholders  may  appoint one or more temporary  Inspectors  for
such meeting.  All proxies shall be filed with the Inspectors  of
Election of the meeting before being voted upon.

          SECTION 8.  Consent of Stockholders in Lieu of Meeting.
           (A)  Any action required to be taken at any annual  or
special meeting of stockholders of the Corporation, or any action
which  may  be  taken  at any annual or special  meeting  of  the
stockholders,  may  be  taken without a  meeting,  without  prior
notice  and without a vote, if a consent or consents in  writing,
setting  for the action so taken, shall be signed by the  holders
of  outstanding stock having not less than the minimum number  of
votes that would be necessary to authorize or take such action at
a  meeting  at  which all shares entitled to  vote  thereon  were
present  and  voted and shall be delivered to the Corporation  by
delivery  to  its  registered office in Delaware,  its  principal
place  of  business,  or an officer or agent of  the  Corporation
having  custody of the book in which proceedings of  meetings  of
stockholders  are  recorded.  Delivery made to the  Corporation's
registered  office  shall  be made by hand  or  by  certified  or
registered mail, return receipt request.

          (B)   Every  written consent shall  bear  the  date  of
signature  of  each  stockholder who signs  the  consent  and  no
written  consent shall be effective to take the corporate  action
referred  to therein unless, within sixty (60) days of  the  date
the  earliest  dated consent is delivered to the  Corporation,  a
written  consent  or  consents signed by a sufficient  number  of
holders  to take action are delivered to the Corporation  in  the
manner prescribed in paragraph (C) of this Section.

           (C)   In order that the Corporation may determine  the
stockholders entitled to consent to corporate action  in  writing
without a meeting, the Board of Directors may fix a record  date,
which  record  date  shall not precede the date  upon  which  the
resolution  fixing the record date is adopted  by  the  Board  of
Directors,  and which date shall not be more than ten  (10)  days
after  the date upon which the resolution fixing the record  date
is  adopted by the Board of Directors.  Any stockholder of record
seeking  to  have  the stockholders authorize or  take  corporate
action  by  written  consent shall,  by  written  notice  to  the
Secretary,  request the Board of Directors to fix a record  date.
The  Board of Directors shall promptly, but in all events  within
ten (10) days after the date on which such a request is received,
adopt a resolution fixing the record date.  If no record date has
been fixed by the Board of Directors within ten (10) days of  the
date  on  which such a request is received, the record  date  for
determining stockholders entitled to consent to corporate  action
in  writing without a meeting, when no prior action by the  Board
of  Directors is required by applicable law, shall be  the  first
date  on which a signed written consent setting forth the  action
taken or proposed to be taken is delivered to the Corporation  in
accordance  with paragraphs (A) and (B) of this Section.   If  no
record  date has been fixed by the Board of Directors  and  prior
action  by the Board of Directors is required by applicable  law,
the  record date for determining stockholders entitled to consent
to  corporate action in writing without a meeting shall be at the
close  of  business on the date on which the Board  of  Directors
adopts the resolution taking such prior action.

          (D)  Within five (5) business days after receipt of the
earliest dated consent delivered to the Corporation in the manner
provided   in   this  Section,  the  Corporation,  shall   retain
nationally recognized independent inspectors of elections for the
purposes  of  performing a ministerial review of the validity  of
consents  and  any  revocations thereof.  The cost  of  retaining
inspectors of election shall be borne by the Corporation.

          (E)   At any time that stockholders soliciting consents
in  writing to corporate action have a good faith belief that the
requisite number of valid and unrevoked consents to authorize  or
take the action specified has been received by them, the consents
shall  be  delivered  by  the  soliciting  stockholders  of   the
Corporation's  registered  office in the  State  of  Delaware  or
principal  place  of  business  or  to  the  Secretary   of   the
Corporation,  together with a certificate  stating  their  belief
that  the  requisite number of valid and unrevoked  consents  has
been  received  as  of  a  specific date,  which  date  shall  be
identified in the certificate.  In the event that delivery  shall
be  made to the Corporation's registered office in Delaware, such
delivery  shall  be  made by hand or by certified  or  registered
mail,  return receipt requested.  Upon receipt of such  consents,
the Corporation shall cause the consents to be delivered promptly
to  the  inspectors  of  election.  The  Corporation  also  shall
deliver promptly to the inspectors of election any revocations of
consents in its possession, custody or control as of the time  of
receipt of the consents.

          (F)   As promptly as practicable after the consents and
revocations  are  received by them, the  inspectors  of  election
shall issue a preliminary report to the Corporation stating:  (i)
the number of shares represented by valid and unrevoked consents;
(ii)  the number of shares represented by invalid consents; (iii)
the number of shares represented by invalid revocations; and (iv)
the number of shares entitled to submit consents as of the record
date.   Unless  the  Corporation and the soliciting  stockholders
agree  to  a  shorter or longer period, the Corporation  and  the
soliciting  stockholders shall have five (5) days to  review  the
consents  and  revocations and to advise the inspectors  and  the
opposing  party in writing as to whether they intend to challenge
the  preliminary  report.   If no timely  written  notice  of  an
intention  to  challenge the preliminary report is received,  the
inspectors shall certify the preliminary report (as corrected  or
modified by virtue or the detection by the inspectors of clerical
errors)  as their final report and deliver it to the Corporation.
If  the  Corporation or the soliciting stockholders  give  timely
written  notice  of  an  intention to challenge  the  preliminary
report,  a challenge session shall be scheduled by the inspectors
as  promptly  as  practicable.   A transcript  of  the  challenge
session   shall  be  recorded  by  a  certified  court  reporter.
Following  completion  of the challenge session,  the  inspectors
shall  issue  as promptly as practicable their final  report  and
deliver it to the Corporation.  A copy of the final report  shall
be  included in the book in which the proceedings of meetings  of
stockholders are required.

          (G)   The Corporation shall give prompt notice  to  the
stockholders  of the results of any consent solicitation  or  the
taking  of  corporate  action without  a  meeting  by  less  than
unanimous written consent.

          (H)   This  Section shall in no way impair or  diminish
the  right  of any stockholder or director, or any officer  whose
title  to  office  is contested, to contest the validity  of  any
consent  or revocation thereof, or to take any other action  with
respect thereto.

          SECTION 9.  Notice of Stockholder Business and Nominations.

          (A)  Annual Meetings of Stockholders.
          (1)   Nominations of persons for election to the  Board
of  Directors of the Corporation and the proposal of business  to
be  considered  by  the stockholders may be  made  at  an  annual
meeting of stockholders (a) pursuant to the Corporation's  notice
of meeting delivered pursuant to Article I, Section 3 of these by-
laws, (b) by or at the direction of the Chairman of the Board  of
Directors  or  (c) by any stockholder of the Corporation  who  is
entitled  to  vote at the meeting, who complied with  the  notice
procedures set forth in clauses (2) and (3) of this paragraph (A)
of  this  by-law and who was a stockholder of record at the  time
such notice is delivered to the Secretary of the Corporation.

          (2)   For  nominations or other business to be properly
brought  before  an annual meeting by a stockholder  pursuant  to
clause  (c)  of paragraph (A)(1) of this by-law, the  stockholder
must have given timely notice thereof in writing to the Secretary
of  the Corporation.  To be timely, a stockholder's notice  shall
be  delivered to the Secretary at the principal executive offices
of  the Corporation not less than forty-five nor more than sixty-five
days prior to the first anniversary of the date of  mailing
of   the  Corporation's  proxy  statement  with  respect  to  the
preceding year's annual meeting; provided, however, that  in  the
event  that  the date of mailing is advanced by more than  twenty
days, or delayed by more than seventy days, from such anniversary
date, notice by the stockholder to be timely must be so delivered
not  earlier than the sixty-fifth day prior to such mailing  date
and  not  later than the close of business on the  later  of  the
forty-fifth day prior to such mailing or the tenth day  following
the day on which public announcement of the date of such meetings
is first made.  Such stockholder's notice shall set forth (a) as
to  each  person  whom the stockholder proposes to  nominate  for
election or re-election as a director all information relating to
such person that is required to be disclosed in solicitations  of
proxies  for election of directors, or is otherwise required,  in
each  case  pursuant  to  Regulation  14A  under  the  Securities
Exchange  Act of 1934, as amended (the "Exchange Act"), including
such  person's  written  consent to  being  named  in  the  proxy
statement  as a nominee and to serving as a director if  elected;
(b)  as  to  any other business desired to be brought before  the
meeting, the reasons for conducting such business at the  meeting
and  any  material interest in such business of such  stockholder
and the beneficial owner, if any, on whose behalf the proposal is
made;  and  (c) as to the stockholder giving the notice  and  the
beneficial  owner,  if  any, on whose behalf  the  nomination  or
proposal is made (i) the name and address of such stockholder, as
they  appear  on the Corporation's books, and of such  beneficial
owner  and (ii) the class and number of shares of the Corporation
which  are  owned beneficially and or record by such  stockholder
and such beneficial owner.

          (3)  Notwithstanding anything in the second sentence of
paragraph  (A)(2) of this by-law to the contrary,  in  the  event
that  the  number  of directors to be elected  to  the  Board  of
Directors of the Corporation is increased and there is no  public
announcement  naming  all  of  the  nominees  for   director   or
specifying the size of the increased Board of Directors  made  by
the   Corporation  at  least  eighty  days  prior  to  the  first
anniversary   of   the  preceding  year's   annual   meeting,   a
stockholder's  notice  required by  this  by-law  shall  also  be
considered timely, but only with respect to nominees for any  new
positions  created by such increase, if it shall be delivered  to
the   Secretary  at  the  principal  executive  offices  of   the
Corporation not later than the close of business on the tenth day
following the day on which such public announcement is first made
by the Corporation.

          (B)  Special Meetings of Stockholders.
          Only  such  business shall be conducted  at  a  special
meeting  of  stockholders as shall have been brought  before  the
meeting  pursuant to the Corporation's notice of meeting pursuant
to Article I, Section 3 of these by-laws.  Nominations of persons
for  election to the Board of Directors may be made at a  special
meeting  of  stockholders at which directors are  to  be  elected
pursuant to the Corporation's notice of meeting (a) by or at  the
direction of the Board of Directors or (b) by any stockholder  of
the  Corporation  who  is entitled to vote at  the  meeting,  who
complies with the notice procedures set forth in this by-law  and
who  is  a  stockholder  of record at the  time  such  notice  is
delivered  to  the Secretary of the Corporation.  Nominations  by
stockholders  of persons for election to the Board  of  Directors
may  be  made  at such a special meeting of stockholders  if  the
stockholder's notice as required by paragraph (A)(2) of this by-law
shall  be  delivered  to  the  Secretary  at  the  principal
executive  offices  of  the  Corporation  not  earlier  than  the
ninetieth  day prior to such special meeting and not  later  than
the close of business on the later of the seventieth day prior to
such  special meeting or the tenth day following the day on which
public  announcement  is first made of the date  of  the  special
meeting and of the nominees proposed by the Board of Directors to
be  elected  at  such  meeting.  In no  event  shall  the  public
announcement  of an adjournment of a special meeting  commence  a
new  time  period  for  the giving of a stockholder's  notice  as
described above.

          (C)  General.
          (1)   Only persons who are nominated in accordance with
the  procedures  set forth in this by-law shall  be  eligible  to
service as director and only such business shall be conducted  at
a  meeting of stockholders as shall have been brought before  the
meeting  in accordance with the procedures set forth in this  by-law.  
Except  as  otherwise provided by law, the  Certificate  of
Incorporation or these by-laws, the chairman of the meeting shall
have the power and duty to determine whether a nomination or  any
business  proposed to be brought before the meeting was  made  in
accordance with the procedures set forth in this by-law  and,  if
any  proposed nomination or business is not compliance with  this
by-law,  to  declare that such defective proposal  or  nomination
shall be disregarded.

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

          (3)   Notwithstanding the foregoing provisions of  this
by-law,  a  stockholder  shall also comply  with  all  applicable
requirements  of  the Exchange Act and the rules and  regulations
thereunder with respect to the matters set forth in this  by-law.
Nothing  in this by-law shall be deemed to affect any  rights  of
stockholders   to   request  inclusion  of   proposals   in   the
Corporation's  proxy statement pursuant to Rule 14a-8  under  the
Exchange Act.

                           ARTICLE II
                       Board of Directors
                                
           SECTION 1.  General Powers.  The property, affairs and
business  of  the Corporation shall be managed by  the  Board  of
Directors.

           SECTION 2.  Number, Qualification and Term of  Office.
The  number of directors shall be such as the Board of  Directors
may  by resolution direct, but not less than three nor more  than
nine, except that where all the stock of the Corporation is owned
beneficially and of record by either one or two stockholders, the
number of directors may be less than three, but not less than the
number  of  stockholders.  Directors need  not  be  stockholders.
Each  director  shall hold office for the term for  which  he  is
appointed  or  elected and until his successor  shall  have  been
elected  and shall qualify, or until his death or until he  shall
resign  or  shall  have  been removed in the  manner  hereinafter
provided.   Directors need not be elected by ballot, except  upon
demand of any stockholder.

           SECTION  3.  Quorum and Manner of Action.   Except  as
otherwise provided by statute or these By-laws, one-half  of  the
whole  Board  of  Directors (but not  less  than  two)  shall  be
required  to constitute a quorum for the transaction of  business
at  any  meeting,  and  the act of a majority  of  the  directors
present  and voting at any meeting at which a quorum  is  present
shall be the act of the Board of Directors.  In the absence of  a
quorum,  a  majority  of the directors present  may  adjourn  any
meeting from time to time until a quorum be had.  Notice  of  any
adjourned  meeting  need not be given.  The directors  shall  act
only  as a board and individual directors shall have no power  as
such.

           SECTION  4.   Place  of Meeting, etc.   The  Board  of
Directors  may hold its meetings, have one or more  offices,  and
keep  the books and records of the Corporation, at such place  or
places  within or without the State of Delaware as the Board  may
from time to time determine or as shall be specified or fixed  in
the respective notices or waivers of notice thereof.

           SECTION 5.  Regular Meetings. A regular meeting of the
Board  of  Directors shall be held as soon as  practicable  after
each annual meeting of stockholders, for the election of officers
and the transaction of other business, and other regular meetings
of  said  Board  shall be held at such times and places  as  said
Board  shall direct.  No notice shall be required for any regular
meeting  of the Board of Directors but a copy of every resolution
fixing or changing the time or place of regular meetings shall be
mailed  to  every director at least three days before  the  first
meeting held in pursuance thereof.

           SECTION 6.  Special Meetings.  Special meetings of the
Board  of  Directors may be called by the Chairman of the  Board,
the President, the Executive Vice President, a Vice President  or
any two Directors.  The Secretary or an Assistant Secretary shall
give  notice  of  the time and place of each special  meeting  by
mailing a written notice of the same to each Director at his last
known post office address at least two days before the meeting or
by  causing  the  same  to  be  delivered  personally  or  to  be
transmitted by telegraph, cable, wireless, telephone or  verbally
at least twenty-four hours before the meeting to each Director.

           SECTION 7.  Action by Consent.  Any action required or
permitted  to  be  taken at any meeting of the Board  or  of  any
committee  thereof may be taken without a meeting,  if  prior  to
such action a written consent thereto is signed by all members of
the  Board  or  of such committee, as the case may be,  and  such
written consent is filed with the minutes of proceedings  of  the
Board or committee.

          SECTION 8.  Organization.  At each meeting of the Board
of  Directors,  the Chairman of the Board, or in his  absence  or
nonelection  the  President, or in the absence  of  both  of  the
foregoing  officers  a  director chosen  by  a  majority  of  the
directors,  shall  act  as Chairman.  The Secretary,  or  in  his
absence  an  Assistant Secretary, or in the absence of  both  the
Secretary and Assistant Secretaries any person appointed  by  the
Chairman, shall act as Secretary of the meeting.

            SECTION  9.   Resignations.   Any  director  of   the
Corporation  may resign at any time by giving written  notice  to
the Board of Directors or to the President or to the Secretary of
the  Corporation.   The resignation of any directors  shall  take
effect  at  the  time  specified therein,  and  unless  otherwise
specified  therein, the acceptance of such resignation shall  not
be necessary to make it effective.

          SECTION 10.  Removal of Directors.  Any director may be
removed,  either  with  or without cause,  at  any  time  by  the
affirmative  vote  of a majority in interest of  the  holders  of
record  of the stock having voting power at a special meeting  of
the  stockholders called for the purpose; and the vacancy in  the
Board   caused  by  any  such  removal  may  be  filled  by   the
stockholders at such meeting.

          SECTION 11.  Vacancies.  Subject to the rights  of  the
holders of any series of Preferred Stock, or any other series  or
class  of stock as set forth in the Certificate of Incorporation,
to  elect additional directors under specified circumstances, and
unless  the  Board  of Directors otherwise determines,  vacancies
resulting  from death, resignation, retirement, disqualification,
removal   from   office  or  other  cause,  and   newly   created
directorships  resulting  from any  increase  in  the  authorized
number  of directors, may be filled only by the affirmative  vote
of  a  majority of the remaining directors, though  less  than  a
quorum  of the Board of Directors, and directors so chosen  shall
hold  office  for  a  term  expiring at  the  annual  meeting  of
stockholders  at which the term of office of the class  to  which
they   have  been  elected  expires  and  until  such  director's
successor shall have been duly elected and qualified.

           SECTION  12.   Compensation of  Directors.   Directors
shall receive such sum for their services and expenses as may  be
directed by resolution of the Board; provided that nothing herein
contained  shall  be  construed to  preclude  any  director  from
serving  the  Corporation  in any other  capacity  and  receiving
compensation therefor.  Members of special or standing committees
may be allowed like compensation of their services and expenses.

           SECTION 13.  Committees.  By resolution or resolutions
passed  by  a majority of the whole Board at any meeting  of  the
Board  of  Directors,  the directors may designate  one  or  more
committees,  each committee to consist of two or more  directors,
which,  to the extent provided in said resolution or resolutions,
shall  have and may exercise the powers of the Board of Directors
in the management of the business and affairs of the Corporation,
including  the power and authority to authorize the seal  of  the
Corporation to be affixed to all papers which may require it,  to
declare  dividends  and to authorize the issuance  of  shares  of
capital  stock  of  the  Corporation.   Further,  the  Board   of
Directors  may  designate  one  or more  directors  as  alternate
members  of a committee who may replace an absent or disqualified
member at any meeting.

            SECTION  14.   Executive  Committee.   The  Board  of
Directors,  by the affirmative vote of a majority of the  members
of  the  Board  at the time in office, may appoint  an  Executive
Committee, each of such members to be a director.  The number  of
members of the Executive Committee shall be such as the Board  of
Directors by resolution directs, but not less than three nor more
than  nine.  The Executive Committee, except as limited from time
to  time  by the Board of Directors, shall have and may exercise,
during  the intervals between the meetings of the directors,  all
of the powers vested in the Board or committees generally, except
to  change  the membership of the Executive Committee;  provided,
however, that in the absence or disqualification of any member of
the Executive Committee, the member or members thereof present at
any  meeting and not disqualified from voting, whether or not  he
or  they  constitute  a quorum, may unanimously  appoint  another
member  of  the Board of Directors to act at the meeting  in  the
place  of  any such absent of disqualified member.  The Executive
Committee  shall  have  power  to  authorize  the  seal  of   the
Corporation to be affixed to all papers which may require it,  to
declare  dividends  and to authorize the issuance  of  shares  of
capital stock of the Corporation.  The Board shall have the power
at any time to fill vacancies in, to change the membership of, or
to  dissolve,  the Executive Committee.  The Executive  Committee
may  make  rules for the conduct of its business and may  appoint
such committees and assistants as it shall from time to time deem
necessary.   One-third of the Executive Committee, but  not  less
than  two,  shall  constitute a quorum  for  the  transaction  of
business.  Regular meetings of the Executive Committee  shall  be
held  at  such times as the said Executive Committee  shall  from
time  to  time  by  resolution determine.   No  notice  shall  be
required for any regular meeting of the Executive Committee but a
copy of every resolution fixing or changing the time or place  of
regular meetings shall be mailed to every member of the Executive
Committee  at least three days before the first meeting  held  in
pursuance  thereof.  Special meetings of the Executive  Committee
may  be called by the Chairman of the Executive Committee or  the
Secretary of the Executive Committee, or any two members thereof.
The  Secretary  of  the  Corporation  or  the  Secretary  of  the
Executive  Committee shall give notice of the time and  place  of
each  Special  Meeting  by mail at least  two  days  before  such
meeting  or by telegraph, cable, wireless, telephone or  verbally
at  least  24  hours  before the meeting to each  member  of  the
Executive Committee.

           SECTION  15.    Audit Committee.  The audit  committee
shall  consist  solely  of  directors  who  are  independent   of
management.   The  audit  committee shall  assist  the  board  in
fulfilling  its  fiduciary  responsibilities  by  reviewing   the
financial  information,  the systems of internal  controls  which
management and the board of directors have established,  and  the
audit  process.  To accomplish the foregoing, the audit committee
shall  help directors discharge their responsibilities especially
for  accountability; provide communication between directors  and
external  and internal auditors; ensure the external and internal
auditors'   independence;  and  maintain  the   credibility   and
objectivity of financial reports.

             SECTION   16.      Compensation   Committee.     The
compensation committee shall consist solely of directors who  are
independent  of  management.   The compensation  committee  shall
review   and  recommend  to  the  board  of  directors  policies,
practices  and  procedures relating to the  compensation  of  the
Corporation's  executive officers and operating  unit  presidents
and  the  establishment and administration of  the  Corporation's
stock  options  plan, stock purchase plans and  employee  benefit
plans.

           SECTION  17.    Nominating and Organization Committee.
The nominating and organization committee shall assist and advise
the board of directors in connection with board membership, board
committee   structure,  membership  and  CEO   succession.    The
nominating   and  organization  committee  shall   evaluate   and
recommend to the board of directors candidates for election or re-
election as directors.

                           ARTICLE III
                            Officers
                                
           SECTION  1.   Number.  The officers of the Corporation
shall  be a President, a Treasurer, and a Secretary. In addition,
the Board may elect one or more Executive Vice Presidents, one or
more Vice Presidents, and such other officers as may be appointed
in  accordance with the provisions of SECTION 3 of this  ARTICLE.
Any  number of offices may be held by the same person.  The board
may  elect a Chairman of the Board and/or Senior Chairman.   Such
Chairman of the Board or Senior Chairman shall not be an  officer
of  the  Corporation  unless such person  holds  another  officer
position of the Corporation.  The Chief Executive Officer of  the
Corporation  shall be either the Chairman of  the  Board  or  the
President, as determined by the Board.

             SECTION   2.    Election,   Term   of   Office   and
Qualifications.   The officers shall be elected annually  by  the
Board  of  Directors  at their first meeting  after  each  annual
meeting  of  the stockholders of the Corporation.  Each  officer,
except  such officers as may be appointed in accordance with  the
provisions of SECTION 3 of this ARTICLE, shall hold office  until
his  successor shall have been duly elected and qualified in  his
stead,  or  until  his death or until he shall have  resigned  or
shall have become disqualified or shall have been removed in  the
manner hereinafter provided.  The Chairman of the Board shall  be
chosen from among the directors.

            SECTION  3.   Subordinate  Officers.   The  Board  of
Directors  or  the President may from time to time  appoint  such
other  officers, including one or more Assistant  Treasurers  and
one  or more Assistant Secretaries, and such agents and employees
of the Corporation as may be deemed necessary or desirable.  Such
officers, agents and employees shall hold office for such  period
and  upon  such  terms and conditions, have  such  authority  and
perform such duties as in these By-laws provided or as the  Board
of  Directors  or the President may from time to time  prescribe.
The  Board  of Directors or the President may from time  to  time
authorize  any officer to appoint and remove agents and employees
and to prescribe the powers and duties thereof.

          SECTION 4.  Removal.  Any officer may be removed either
with  or  without cause, by the vote of a majority of  the  whole
Board  of  Directors at a special meeting called for the purpose,
or  except  in  case  of  any officer elected  by  the  Board  of
Directors,  by  any committee or superior officer upon  whom  the
power of removal may be conferred by the Board of Directors or by
these By-laws.

           SECTION  5.  Resignations.  Any officer may resign  at
any time by giving written notice to the Board of Directors or to
the  President  or to the Secretary.  Any such resignation  shall
take effect at the date of receipt of such notice or at any later
time  specified therein; and unless otherwise specified  therein,
the acceptance of such resignation shall not be necessary to make
it effective.

           SECTION 6.  Vacancies. A vacancy in any office because
of  death,  resignation, removal, disqualification or  any  other
cause  shall be filled for the unexpired portion of the  term  in
the  manner  prescribed in these By-laws for regular election  or
appointment to such office.

           SECTION  7.   The  Chairman of the  Board  and  Senior
Chairman.
          (A)  The Chairman of the Board shall perform all duties
incidental to his or her office which may be required by law  and
all  such other duties as are properly required of him or her  by
the Board of Directors.  Except where by law the signature of the
President  is  required, the Chairman of the Board shall  possess
the  same  power  as  the  President to  sign  all  certificates,
contracts, and other instruments of the Corporation which may  be
authorized by the Board of Directors.
           (B)   The Chairman of the Board shall preside  at  all
meetings  of the stockholders and of the Board of Directors.  The
Chairman  shall  make reports to the Board of Directors  and  the
stockholders,  and  shall perform all such other  duties  as  are
properly  required of him or her by the Board of Directors.   The
Chairman  shall see that all orders and resolutions of the  Board
of  Directors  and  of  any committee thereof  are  carried  into
effect.

           (C)   In the event the Chairman of the Board is unable
to  serve,  the  Senior Chairman in addition to serving  as  lead
outside  director  shall fulfill the duties and  responsibilities
and  have such powers and authority of the Chairman of the  Board
as set forth in these By-laws.

           SECTION  8.  The President.  The President shall  have
general  direction of the affairs of the Corporation and  general
supervision over its several officers, subject, however,  to  the
control  of  the Board of Directors and, if the Chairman  of  the
Board  be  the  Chief Executive Officer of the  Corporation,  the
Chairman  of  the  Board.  The President  shall  at  each  annual
meeting and from time to time report to the stockholders  and  to
the Board of Directors all matters within his knowledge which the
interest  of  the  Corporation require to  be  brought  to  their
notice; may sign with the Treasurer or an Assistant Treasurer  or
the  Secretary or an Assistant Secretary any and all certificates
of  stock  of the Corporation; in the absence of the Chairman  of
the  Board,  shall  preside at all meetings of the  stockholders;
shall  sign  and  execute  in the name  of  the  Corporation  all
contracts,  or  other  instruments authorized  by  the  Board  of
Directors,  except  in  cases where  the  signing  and  execution
thereof shall be expressly declared or permitted by the Board  or
by   these  By-laws  to  some  other  officer  or  agent  of  the
Corporation;  and, in general, shall perform all duties  incident
to  the office of President and such other duties as from time to
time  may be assigned to him by the Board of Directors or as  are
presented by these By-laws.

            SECTION  9.   The  Executive  Vice  President.    The
Executive Vice President, if one be elected, shall at the request
of  the  President,  or in his absence or disability,  except  as
otherwise  provided herein, perform the duties of the  President,
and, when so acting, shall have all the powers of, and be subject
to all of the restrictions upon, the President; in the absence of
the Chairman of the Board and the President, shall preside at all
meetings of the stockholders; may sign with the Treasurer  or  an
Assistant  Treasurer  or the Secretary or an Assistant  Secretary
any  or  all certificates of stock of the Corporation; and  shall
perform such duties and have such powers as from time to time may
be  assigned to him by the President or the Board of Directors or
prescribed by these By-laws.

           SECTION 10.  The Vice Presidents.  Each Vice President
shall have such powers and shall perform such duties as may  from
time  to time be assigned to him by the Board of Directors or  by
the President.  A Vice President may also sign with the Treasurer
or  an  Assistant  Treasurer  or the Secretary  or  an  Assistant
Secretary certificates of stock of the Corporation.
           SECTION 11.  The Secretary.  The Secretary shall  keep
or cause to be kept in books provided for the purpose the minutes
of  the  meetings of the stockholders, of the Board of  Directors
and of any committee when so required; shall see that all notices
are duly given in accordance with the provisions of these By-laws
and as required by law; shall be custodian of the records and  of
the  seal of the Corporation and see that the seal is affixed  to
all   documents,  the  execution  of  which  on  behalf  of   the
Corporation under its seal is duly authorized in accordance  with
the  provisions of these By-laws; shall keep or cause to be kept,
a  register  of the post office address of each stockholder;  may
sign  with  the President, the Executive Vice President  or  Vice
President  certificates  of stock of  the  Corporation;  and,  in
general, the Secretary shall perform all duties incident  to  the
office  of Secretary and such other duties as may, from  time  to
time,  be  assigned to him by the Board of Directors, or  by  the
President.

           SECTION 12.  Assistant Secretaries.  At the request of
the  Secretary,  or in his absence or disability,  the  Assistant
Secretaries shall perform the duties of the Secretary  and,  when
so  acting, shall have all the powers of, and be subject  to  all
the  restrictions upon, the Secretary.  The Assistant Secretaries
shall  perform  such other duties as from time  to  time  may  be
assigned to them by the President, the Secretary or the Board  of
Directors.

           SECTION 13.  The Treasurer.  The Treasurer shall  have
charge  and  custody of, and be responsible for,  all  funds  and
securities of the Corporation, and deposit all such funds in  the
name  of the Corporation in such banks, trust companies or  other
depositaries  as  shall  be  selected  in  accordance  with   the
provisions of these By-laws; at all reasonable times exhibit  his
books of account and records, and cause to be exhibited the books
of  accounts  and  records of any corporation controlled  by  the
Corporation,  to  any  of the directors of the  Corporation  upon
application   during  business  hours  at  the  office   of   the
Corporation,  or  such other corporation, where  such  books  and
records  are  kept; render a statement of the  condition  of  the
finances of the Corporation at all regular meetings of the  Board
of Directors and a full financial report at the annual meeting of
the  stockholders;  if called upon to do so,  receive,  and  give
receipts for, moneys due and payable to the Corporation from  any
source  whatsoever;  may sign with the President,  the  Executive
Vice  President or Vice President certificates of  stock  of  the
Corporation; and, in general, perform all the duties incident  to
the  office  of Treasurer and such other duties as from  time  to
time may be assigned to him by the Board of Directors.

           SECTION 14.  Assistant Treasurers.  At the request  of
the  Treasurer,  or in his absence or disability,  the  Assistant
Treasurers shall perform the duties of the Treasurer,  and,  when
so  acting, shall have all the powers of, and be subject  to  all
the  restrictions upon, the Treasurer.  The Assistant  Treasurers
shall perform such duties as from time to time may be assigned to
them by the President, the Treasurer or the Board of Directors.

           SECTION  15.  Salaries.  The salaries of the  officers
shall  be fixed from time to time by the Board of Directors.   No
officer  shall be prevented from receiving such salary by  reason
of the fact that he is also a director of the Corporation.


                           ARTICLE IV
         Contracts, Checks, Drafts, Bank Accounts, Etc.
                                
           SECTION 1.  Contracts, etc., How Executed.  The  Board
of  Directors, except as in these By-laws otherwise provided, may
authorize any officer or officers, employee or employees or agent
or  agents  of  the  Corporation to enter into  any  contract  or
execute  and deliver any instrument in the name of and on  behalf
of the Corporation, and such authority may be general or confined
to  specific instances; and, unless so authorized by the Board of
Directors  or by any committee or by these By-laws,  no  officer,
employee  or agent shall have any power or authority to bind  the
Corporation by any contract or engagement or to pledge its credit
or  to  render it liable pecuniarily for any purpose  or  to  any
amount.

          SECTION 2.  Checks, Drafts, etc.  All checks, drafts or
other  orders for the payment of money, notes, or other evidences
of  indebtedness issued in the name of the Corporation  shall  be
signed  by  such  officer or officers, employee or  employees  or
agent or agents of the Corporation as shall from time to time  be
determined by resolution of the Board of Directors.

           SECTION  3.   Deposits.  All funds of the  Corporation
shall  be  deposited  from time to time  to  the  credit  of  the
Corporation  in such banks, trust companies or other depositaries
as  the Board of Directors may from time to time designate, or as
may  be  designated  by  any  officer or  officers,  employee  or
employees  or  agent or agents of the Corporation  to  whom  such
power  may  be delegated by the Board of Directors, and  for  the
purpose  of  such deposit, any officer or officers,  employee  or
employees  or  agent or agents of the Corporation as  shall  from
time  to  time  be  determined  by resolution  of  the  Board  of
Directors  may  endorse, assign and deliver  checks,  drafts  and
other  orders for the payment of money which are payable  to  the
order of the Corporation.

           SECTION  4.   General and Special Bank Accounts.   The
Board  of  Directors may from time to time authorize the  opening
and   keeping   with  such  banks,  trust  companies   or   other
depositaries  as  it may designate of general  and  special  bank
accounts,  and  may make such special rules and regulations  with
respect thereto, not inconsistent with the provisions of these By-laws, 
as it may deem expedient.

           SECTION 5.  Proxies.  Except as otherwise in these By-laws 
or  in  the Certificate of Incorporation of the Corporation
provided,  and  unless otherwise provided by  resolution  of  the
Board  of Directors, the President may from time to time  appoint
an attorney or attorneys, or agent or agents, of the Corporation,
in  the name and on behalf of the Corporation, to cast the  votes
which the Corporation may be entitled to cast as a stockholder or
otherwise  in any other corporation any of whose stock  or  other
securities  may  be held by the Corporation, at meetings  of  the
holders   of  the  stock  or  other  securities  of  such   other
corporation, or to consent in writing to any action by such other
corporation, and may instruct the person or persons so  appointed
as  to  the manner of casting such votes or giving such  consent,
and may execute or cause to be executed in the name and on behalf
of  the  Corporation and under its corporate seal, or  otherwise,
all  such  written proxies or other instruments as  he  may  deem
necessary or proper in the premises.




                            ARTICLE V
                    Shares and Their Transfer
                                
           SECTION  1.  Certificates of Stock.  Certificates  for
shares  of the capital stock of the Corporation shall be in  such
form  not inconsistent with law as shall be approved by the Board
of  Directors.  They shall be numbered in order of  their  issue,
and  shall  be  signed  by  the  President,  the  Executive  Vice
President  or  Vice President and the Treasurer or  an  Assistant
Treasurer  or  the  Secretary or an Assistant  Secretary  of  the
Corporation,  and  the seal of the Corporation shall  be  affixed
thereto, provided that where any such certificate is signed by  a
transfer  agent or an assistant transfer agent or by  a  transfer
clerk acting on behalf of the Corporation and by a registrar,  if
any,  the  signatures  of  any  such  President,  Executive  Vice
President,   Vice  President,  Treasurer,  Assistant   Treasurer,
Secretary  or Assistant Secretary and the seal of the Corporation
upon  such certificate may be facsimiles.  In case of any officer
or  officers who shall have signed, or whose facsimile  signature
or  signatures  shall have been used on any such  certificate  or
certificates, shall cease to be such officer or officers  of  the
Corporation, whether because of death, resignation or  otherwise,
before such certificate or certificates shall have been delivered
by   the  Corporation,  such  certificate  or  certificates   may
nevertheless  be  adopted by the Corporation and  be  issued  and
delivered  as  though  the  person or  persons  who  signed  such
certificate  or  certificates or whose facsimile signature  shall
have  been  used  thereon had not ceased to be  such  officer  or
officers of the Corporation.

           SECTION 2.  Transfer of Stock.  Transfers of shares of
the  capital stock of the Corporation shall be made only  on  the
books  of  the  Corporation  by the holder  thereof,  or  by  his
attorney  thereunto  authorized  by  a  power  of  attorney  duly
executed  and filed with the Secretary of the Corporation,  or  a
transfer  agent of the Corporation, if any, and on  surrender  of
the   certificate  or  certificates  for  such  shares   properly
endorsed.   A person in whose name shares of stock stand  on  the
books  of  the Corporation shall be deemed the owner  thereof  as
regards  the Corporation, and the Corporation shall not be  bound
to  recognize  any equitable or other claim to, or  interest  in,
such  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; provided that  whenever  any
transfer of shares shall be made for collateral security, and not
absolutely,  such  fact, if known to the  Secretary  or  to  said
transfer agent, shall be so expressed in the entry of transfer.

            SECTION   3.    Addresses  of   Stockholders.    Each
stockholder  shall designate to the Secretary of the  Corporation
an  address at which notices of meetings and all other  corporate
notices  may  be served or mailed to him, and if any  stockholder
shall  fail to designate such address, corporate notices  may  be
served  upon him by mail directed to him at his last  known  post
office address.

          SECTION 4.  Lost, Destroyed and Mutilated Certificates.
The   holder  of  any  stock  issued  by  the  Corporation  shall
immediately  notify the Corporation of any loss,  destruction  or
mutilation of the certificate therefor, or failing to  receive  a
certificate of stock issued by the Corporation, and the Board  of
Directors or the Secretary of the Corporation may, in its or  his
discretion,  cause  to  be issued to him  a  new  certificate  or
certificates   of  stock,  upon  compliance  with   such   rules,
regulations  and/or procedure as may be prescribed or  have  been
prescribed by the Board of Directors with respect to the issuance
of  new certificates in lieu of such lost, destroyed or mutilated
certificate  or  certificates of stock issued by the  Corporation
which are not received.

           SECTION 5.  Transfer Agent and Registrar; Regulations.
The  Corporation  shall, if and whenever the Board  of  Directors
shall  so  determine,  maintain one or more transfer  offices  or
agencies,  each in the charge of a transfer agent  designated  by
the Board of Directors, where the shares of the capital stock  of
the  Corporation shall be directly transferable, and also one  or
more  registry  offices,  each  in  the  charge  of  a  registrar
designated by the Board of Directors, where such shares of  stock
shall be registered, and no certificate for shares of the capital
stock  of the Corporation, in respect of which a Registrar and/or
Transfer Agent shall have been designated, shall be valid  unless
countersigned  by  such  Transfer Agent and  registered  by  such
Registrar, if any.  The Board of Directors shall also  make  such
additional  rules  and  regulations  as  it  may  deem  expedient
concerning  the issue, transfer and registration of  certificates
for shares of the capital stock of the Corporation.


                           ARTICLE VI
                              Seal
                                
           The  Board of Directors shall provide a suitable  seal
containing  the name of the Corporation, which seal shall  be  in
the  charge of the Secretary and which may be used by causing  it
or  a  facsimile thereof to be impressed or affixed or reproduced
or otherwise.  If and when so directed by the Board of Directors,
a duplicate of the seal may be kept and be used by any officer of
the Corporation designated by the Board.


                           ARTICLE VII
                    Miscellaneous Provisions
                                
           SECTION  1.   Fiscal  Year.  The fiscal  year  of  the
Corporation shall end on January 31 of each year unless otherwise
provided by the Board of Directors of the Corporation.

           SECTION  2.  Waivers of Notice.  Whenever  any  notice
whatever  is required to be given by law, or under the provisions
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.

           SECTION 3.  Qualifying in Foreign Jurisdictions.   The
directors shall have the power at any time and from time to  time
to  take or cause to be taken any and all measures which they may
deem  necessary  for qualification to do business  as  a  foreign
corporation  in  any  one or more foreign jurisdictions  and  for
withdrawal therefrom.

          SECTION 4.  Indemnification.

        (A)   Right to Indemnification.
        The  Corporation  shall indemnify and hold  harmless,  to
the  fullest  extent permitted by applicable law as it  presently
exists  or may hereafter be amended, any person (an "Indemnitee")
who  was  or  is made or is threatened to be made a party  or  is
otherwise  involved  in any action, suit or  proceeding,  whether
civil,  criminal,  administrative or  investigative  (a  "proceed
ing"), by reason of the fact that he, or a person for whom he  is
the  legal representative, is or was a director or officer of the
Corporation  or, while a director or officer of the  Corporation,
is  or  was  serving  at  the request of  the  Corporation  as  a
director, officer, employee or agent of another corporation or of
a  partnership,  joint  venture, trust, enterprise  or  nonprofit
entity, including service with respect to employee benefit plans,
against  all liability and loss suffered and expenses  (including
attorneys'   fees)   reasonably  incurred  by  such   Indemnitee.
Notwithstanding  the  preceding  sentence,  except  as  otherwise
provided  in  Section  4(C)  hereof,  the  Corporation  shall  be
required  to  indemnify  an  Indemnitee  in  connection  with   a
proceeding (or part thereof) commenced by such Indemnitee only if
the  commencement  of such proceeding (or part  thereof)  by  the
Indemnitee  was  authorized  by the Board  of  Directors  of  the
Corporation.

          (B)  Prepayment of Expenses.
          The  Corporation  shall  pay  the  expenses  (including
attorneys'  fees)  incurred  by an Indemnitee  in  defending  any
proceeding  in advance of its final disposition, provided,  final
disposition of the proceeding shall be made only upon receipt  of
an undertaking by the Indemnitee to repay all amounts advanced if
it  should  be ultimately determined that the Indemnitee  is  not
entitled to be indemnified under this Section 4 or otherwise.

          (C)  Claims.
          If  a  claim for indemnification or payment of expenses
under  this Section 4 is not paid in full within sixty days after
a  written claim therefor by the Indemnitee has been received  by
the  Corporation,  the Indemnitee may file suit  to  recover  the
unpaid  amount of such claim and, if successful in  whole  or  in
part,  shall  be  entitled to be paid the expense of  prosecuting
such  claim.  In any such action the Corporation shall  have  the
burden  of  proving that the Indemnitee is not  entitled  to  the
requested indemnification or payment of expenses under applicable
law.

          (D)  Nonexclusivity of Rights.
          The  rights conferred on any Indemnitee by this Section
4  shall  not  be  exclusive  of  any  other  rights  which  such
Indemnitee  may  have  or hereafter acquire  under  any  statute,
provision  of  the Certificate of Incorporation,  these  by-laws,
agreement,  vote  of stockholders or disinterested  directors  or
otherwise.

          (E)  Other Sources.
          The  Corporation's obligation, if any, to indemnify  or
to  advance  expenses to any Indemnitee who was or is serving  at
its  request as a director, officer, employee or agent of another
corporation,  partnership, joint venture,  trust,  enterprise  or
nonprofit  entity shall be reduced by any amount such  Indemnitee
may  collect  as indemnification or advancement of expenses  from
such   other  corporation,  partnership,  joint  venture,  trust,
enterprise or nonprofit enterprise.

          (F)  Amendment or Repeal.
          Any  repeal or modification of the foregoing provisions
of  this  Section  4  shall not adversely  affect  any  right  or
protection hereunder of any Indemnitee in respect of any  act  or
omission   occurring  prior  to  the  time  of  such  repeal   or
modification.

          (G)  Other Indemnification and Prepayment of Expenses.
          This  Section  4  shall  not limit  the  right  of  the
Corporation, to the extent and in the manner permitted by law, to
indemnify   and  to  advance  expenses  to  persons  other   than
Indemnitees  when  and  as  authorized by  appropriate  corporate
action.
                          ARTICLE VIII
                           Amendments
                                
           All  By-laws  of the Corporation shall be  subject  to
alteration or repeal, and new By-laws not inconsistent  with  any
provision  of the Certificate of Incorporation of the Corporation
or  any  provision of law may be made, either by the  affirmative
vote  of  the  holders of record of a majority of the outstanding
stock  of  the  Corporation entitled to vote in respect  thereof,
given  at  an annual meeting or at any special meeting,  provided
that  notice  of  the proposed alteration or  repeal  or  of  the
proposed  new By-laws be included in the notice of such  meeting,
or by the Board of Directors at any regular or special meeting.