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                                                                     EXHIBIT 3.3

                                    RESTATED

                                     BYLAWS

                                       OF

                            SMITH INTERNATIONAL, INC.

                             A DELAWARE CORPORATION

                     (hereinafter called the "Corporation")

                                    ARTICLE 1

                                     OFFICES

          Section 1. Registered Office.  The registered office of the
Corporation shall be Corporation Trust Center, 1209 Orange Street, in the city
of Wilmington, County of New Castle, State of Delaware, and the name of the
Corporation's registered agent at that address is The Corporation Trust Company.

          Section 2. Other Offices.  The Corporation may also have offices at
such other places both within and without the State of Delaware as the Board of
Directors may from time to time determine.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

          Section 1. Place of Meetings.  Meetings of the stockholders for the
election of directors or for any other purpose shall be held at such time and
place, either within or without the State of Delaware, as shall be designated
from time to time by the Board of Directors, the Chairman of the Board, the
Chief Executive Officer, the President or the Secretary in the order of
precedence listed and stated in the notice of the meeting or in a duly executed
waiver of notice thereof.

          **Section 2. Annual Meeting.  The annual meetings of stockholders for
the election of directors and such other business as may properly be brought
before the meeting shall be held on such date and at such time and place or
places, within or without the State of Delaware, as shall be designated from
time to time by the Board of Directors and stated in the notice of the meeting.
Except as provided in Section 15 of Article III hereof, to be properly brought
before an annual meeting, business must be (i) specified in the notice of the
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors, (ii) brought before the meeting by or at the direction of the Board
of Directors pursuant to a vote of not less than a majority of the entire Board
of Directors, or (iii) otherwise properly brought before an annual meeting by a
stockholder. For business to be properly brought before the annual meeting by a
stockholder, the stockholder must (i) be a record or beneficial owner of at
least one percent or $1,000 in market value of securities entitled to be voted
on the proposal at the meeting and have held such securities for at least one
year, and (ii) have given proper and timely notice thereof in writing to the
Secretary of the Corporation as specified herein. To be timely, a stockholder's
notice must be delivered to or mailed and received at the principal executive
offices of the Corporation not later than the date that corresponds to 120 days
prior to the date the Corporation's proxy statement was released to stockholders
in connection with the previous year's annual meeting of stockholders. A
stockholder's notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting (i) a description of the
proposal desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (ii) the name and address, as
they appear on the Corporation's books, of the stockholder proposing such
business and any other stockholders known by such stockholder to be supporting

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*    Section 2, ARTICLE II, amended 4-13-87

*    Section 2, ARTICLE II, amended 4-22-98

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such proposal, (iii) the class and number of shares of the stock that are held
of record, beneficially owned, and represented by proxy on the date of such
stockholder notice and on the record date of the meeting (if such date shall
have been made publicly available) by the stockholder and by any other
stockholders known by such stockholder to be supporting such proposal on such
dates, (iv) any financial interest of the stockholder in such proposal, and (v)
all other information that would be required to be filed with the Securities and
Exchange Commission if, with respect to any such item of business, such
stockholder or stockholders were a participant in a solicitation subject to
Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Notwithstanding the foregoing, the Corporation may exclude any
stockholder proposal which otherwise complies with this Section 2 of Article II
if the Corporation is allowed to exclude such proposal from its proxy statement
and form of proxy pursuant to Rule 14a-8(c) promulgated under the Exchange Act.
No business shall be conducted at any annual meeting of stockholders except in
accordance with this Section 2 of Article II and the chairman of any annual
meeting of stockholders may refuse to permit any business to be brought before
such annual meeting without compliance with the foregoing procedures.

          Section 3. Special Meetings.  Special meetings of the stockholders of
the Corporation for any purpose or purposes may be called at any time by the
Board of Directors, the Chairman of the Board, the Chief Executive Officer, the
President or the Secretary or by any two other officers of the Corporation.
Special meetings of stockholders of the Corporation may not be called by any
other person or persons.

          Section 4. Notice of Meetings.  Except as otherwise required by law,
notice of each meeting of stockholders, whether annual or special, shall be
given not less than ten days nor more than sixty days before the date on which
the meeting is to be held to each stockholder of record entitled to vote
thereat. Such notice shall state the place, date and hour of the meeting, and in
the case of special meeting, the purpose or purposes for which the meeting is
called. 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, except a
stockholder who shall attend such meeting for the express purpose of objecting,
at the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened, and if any stockholder shall in
writing waive notice of any meeting of the stockholders, whether prior to or
after such meeting, notice thereof need not be given to him. Notice of any
adjourned meeting of the stockholders shall not be required to be given except
where expressly required by law.

          Section 5. Quorum.  Except as otherwise required by law or by the
Certificate of Incorporation, the holders of a majority of the capital stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business. If however, such quorum shall not
be present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have
the power to adjourn the meeting from time to time until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally noticed.

          Section 6. Voting.  Except as otherwise required by law or the
Certificate of Incorporation, any question brought before any meeting of
stockholders at which a quorum is present shall be decided by the vote of the
holders of a majority of the stock represented and entitled to vote thereat.
Except as otherwise provided by the Certificate of Incorporation, each
stockholder represented at a meeting of stockholders shall be entitled to cast
one vote for each share of the capital stock of the Corporation entitled to vote
thereat held by such stockholder. Such votes may be cast in person or by proxy,
but no proxy shall be voted on or after three years from its date, unless such
proxy provides for a longer period. The vote for the election of directors, and
upon the direction of the presiding officer of the meeting, the vote on any
other question before the meeting, shall be by written ballot.

          Section 7. Action Without Meeting.  Except as otherwise required by
the Certificate of Incorporation, any action required or permitted to be taken
at any annual or special meeting of stockholders may be taken only upon the vote
of the stockholders at an annual or special meeting duly noticed and called as
provided in these Bylaws, and may not be taken by a written consent of the
stockholders pursuant to the General Corporation Law of the State of Delaware.

          Section 8. List of Stockholders Entitled to Vote.  The officer of the
Corporation who has charge of the stock ledger of the Corporation shall prepare
and make, at least ten days before every meeting of stockholders, a complete
list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days

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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 of the Corporation who is
present.

          Section 9. Stock Ledger.  The stock ledger of the Corporation shall be
the only evidence as to who are the stockholders entitled to examine the stock
ledger, the list required by Section 8 of this Article II or the books of the
Corporation, or to vote in person or by proxy at any meeting of stockholders.

                                   ARTICLE III

                                    DIRECTORS

          Section 1. General Powers.  Except as otherwise required by law or the
Certificate of Incorporation, the business and affairs of the Corporation shall
be managed by or under the direction of the Board of Directors of the
Corporation.

          *Section 2. Number and Election of Directors.  The number of directors
of the corporation shall be fixed in the manner provided in the Certificate of
Incorporation. Except as otherwise provided in Section 3 of this Article III,
the directors shall be elected at the annual meeting of the stockholders.
Directors shall be elected by a plurality of the votes of the shares present in
person or represented by proxy and entitled to vote on the election of
directors. The election of directors is subject to any provisions contained in
the Certificate of Incorporation relating thereto including any provisions for a
classified Board of Directors. Any director may resign at any time effective
upon giving written notice to the Chairman of the Board, the Chief Executive
Officer, the President, the Secretary or the Board of Directors, unless the
notice specifies a later time for the effectiveness of such resignation.

          Section 3. Vacancies and Newly Created Directorship.  Except as
otherwise required by the Certificate of Incorporation, any vacancy in the Board
of Directors of the Corporation resulting from any increase in the number of
directors and any other vacancy occurring in the Board of Directors may be
filled by the Board of Directors acting by a majority of the directors then in
office, although less than a quorum, or by the sole remaining director, and any
director so elected to fill a vacancy shall hold office until such director's
successor is duly elected and qualified, or until such director resigns or is
removed, for a term that shall coincide with the term of the class to which such
director shall have been elected. In no event will a decrease in the number of
directors shorten the term of any incumbent director.

          Section 4. Place of Meetings.  The Board of Directors may hold its
meetings, both regular and special, at such place or places, within or without
the State of Delaware, as the Board of Directors, the Chairman of the Board or
the Secretary may from time to time determine.

          *Section 5. Regular Meetings.

               *(a) On an annual basis, the Board of Directors shall hold a
regular meeting for the purpose of organization, election of officers and the
transaction of other business.

               (b)(i) Other regular meetings of the Board of Directors shall be
held on such dates, at such places, and at such times as shall be determined by
the Board of Directors, by the Chief Executive Officer or by the Secretary, and
notice thereof may be given to each director prior to each regular meeting.

               (ii) Notice given by the Chief Executive Officer or the Secretary
of regular meetings shall be given in the manner provided in subsections (b) and
(c) of Section 6 of this Article III of these Bylaws, provided, that such notice
shall be given at least four (4) days prior to the time of the meeting.

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*    Section 2, ARTICLE III, amended 4-26-95

*    Section 5, ARTICLE III, amended 4-26-95

*    Section 5(a), ARTICLE III, amended 12-08-04

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          Section 6. Special Meetings.

               (a) Special meetings of the Board of Directors for any purpose or
purposes may be called at any time by the Chairman of the Board, the Chief
Executive Officer, the President, any Vice President or the Secretary or by a
majority of the directors then in office.

               (b) Notice of special meetings shall be given to each director by
a written notice mailed, postage prepaid, at least two days prior to the special
meeting, or by any electronic means producing a written record of the notice
transmitted at least one day prior to the meeting, or by such shorter telephone
or other notice as the person calling the meeting may deem appropriate in the
circumstances. Any such notice shall be addressed or delivered to each director
at such director's address as it is shown upon the records of the Corporation or
as may have been given to the Corporation by the director for purposes of
notice, or if such address is not shown on such records or is not readily
ascertainable, at the place in which the meetings of the directors are regularly
held.

               (c) Notice by mail shall be deemed to have been given at the time
a written notice is deposited in the United States mails, postage prepaid. Any
other written notice shall be deemed to have been given at the time it is
personally delivered to the director or is delivered to a common carrier for
transmission, or actually transmitted by the person giving the notice by
electronic means, to the director. Oral notice shall be deemed to have been
given at the time it is communicated, in person or by telephone or wireless, to
the director or to a person at the address of the director as shown on the
records of the Corporation or at his office who the person giving the notice has
reason to believe will promptly communicate it to the director.

          Section 7. Quorum.  Except as otherwise required by law, the
Certificate of Incorporation or these Bylaws, at all meetings of the Board of
Directors, a majority of the entire Board of Directors shall constitute a quorum
for the transaction of business (except as otherwise provided in this Section 7)
and the act of a majority of the directors present at any meeting at which there
is a quorum shall be the act of the Board of Directors. If a quorum shall not be
present at any meeting of the Board of Directors, the directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present. If the meeting is
adjourned for more than 24 hours, notice of any adjournment to another time or
place, or both, shall be given prior to the time of the adjourned meeting to the
directors who were not present at the time of the adjournment. A meeting at
which a quorum is initially present may continue to transact business
notwithstanding the withdrawal of directors, if any action taken is approved by
the required vote of the required quorum for such meeting.

          Section 8.  Participation in Meetings by Conference Telephone.
Members of the Board of Directors of the Corporation, or any committee
designated; by the Board of Directors, may participate in a meeting of the Board
of Directors or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
Section 8 shall constitute presence in person at such meeting.

          Section 9.  Fees and Compensation.  Directors and members of
committees may receive such compensation, if any, for their services, and such
reimbursement for expenses, as may be fixed or determined by the Board of
Directors. Nothing herein contained shall be construed to preclude any director
from serving the Corporation in any other capacity as an officer, agent,
employee, or otherwise, and receiving compensation therefore.

          Section 10. Action Without Meeting.  Except as otherwise required by
the Certificate of Incorporation or these Bylaws, any action required or
permitted to be taken by the Board of Directors at any meeting of the Board of
Directors or of any committee thereof may be taken without a meeting if all
members of the Board of Directors or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
the proceedings of the Board of Directors or committee.

          Section 11. Rights of Inspection.  Every director shall have the right
to examine the corporation's stock ledger, a list of its stockholders and its
other books and records for a purpose reasonably related to such director's
position as a director.

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          *Section 12. Committees.  The Board of Directors may, by resolution
passed by a majority of the entire Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
Corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of any such committee. In the absence or disqualification
of a member of a committee, and in the absence of a designation by the Board of
Directors of an alternate member to replace the absent or disqualified member,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not such member or members constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any absent or disqualified member. Any committee, to the
extent allowed by law and provided in the resolution establishing such
committee, shall have and may exercise all the powers and authority of the Board
of Directors in the management of the business and affairs of the Corporation.
Each committee shall keep regular minutes and report to the Board of Directors
when required. The Board of Directors shall have the power to prescribe the
manner in which proceedings of any such committee shall be conducted. In the
absence of any such prescription, such committee shall have the power to
prescribe the manner in which its proceedings shall be conducted. Unless the
Board of Directors or such committee shall otherwise provide, the regular and
special meetings and other actions of any such committee shall be governed by
the provisions of this Article III applicable to meetings and actions of the
Board of Directors.

          *Section 13. Interested Directors.  No contract or transaction between
the Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his or their votes are
counted for such purpose if (i) the material facts as to his or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the Board of Directors
or committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or (ii) the material facts as to
his or their relationship or interest and as to the contract or transaction are
disclosed or are known to the stockholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by vote of the
stockholders; or (iii) the contract or transaction is fair as to the Corporation
as of the time it is authorized, approved or ratified, by the Board of
Directors, a committee thereof or the stockholders. Common or interested
directors may be counted in determining the presence of a quorum at a meeting of
the Board of Directors or of a committee which authorizes the contract or
transaction.

          Section 14. Entire Board of Directors.  As used in these Bylaws
generally, the term "entire Board of Directors" means the total number of
directors which the Corporation would have if there were no vacancies.

          *Section 15. Nomination of Directors.  Nominations for the election of
directors may be made by the Board of Directors or by any stockholder entitled
to vote for the election of directors. Any stockholder entitled to vote for the
election of directors at a meeting of stockholders may nominate a person or
persons for election as directors only if written notice of such stockholder's
intention to make such nomination or nominations is given in accordance with the
procedures set forth in Section 2 of Article II hereof. Each such notice shall
set forth (i) the name and address of the stockholder who intends to make the
nomination and of the person or persons to be nominated; (ii) a representation
that the stockholder is a holder of record of stock of the Corporation entitled
to vote at such meeting and intends to appear in person or by proxy at the
meeting to nominate the person or persons specified in the notice; (iii) a
description of all arrangements or understandings between the stockholder and
each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by the
stockholder; (iv) such other information regarding each nominee proposed by such
stockholder as would have been required to be included in a proxy statement
filed pursuant to the proxy rules of the Securities and Exchange Commission had
such nominee been nominated, or intended to be nominated, by the Board of
Directors, and (v) the consent of each nominee to serve as a director of the
Corporation if so elected. The chairman of any meeting of stockholders, and the
Board of Directors, may refuse to recognize the nomination of any person not
made in compliance with the foregoing procedures.

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*    Section 12, ARTICLE III, amended 4-26-95

*    Section 13, ARTICLE III, amended 4-26-95

*    Section 15, ARTICLE III, 4-13-87

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                                   ARTICLE IV

                                    OFFICERS

          Section 1. General.  The officers of the Corporation shall be chosen
by the Board of Directors and shall be a Chairman of the Board, a Chief
Executive Officer, a President, a Secretary and a Treasurer. The Corporation may
also have at the discretion of the Board of Directors, one or more Vice
Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers,
a Controller, one or more Assistant Controllers and such officers as may be
elected or appointed in accordance with Section 2 of this Article IV. Any number
of offices may be held by the same person, unless otherwise prohibited by law,
the Certificate of Incorporation or these Bylaws. The officers of the
Corporation need not be stockholders of the Corporation, nor, except in the case
of the Chairman of the Board of Directors, need such officers be directors of
the Corporation.

          Section 2. Election.  The officers of the Corporation, except such
officers as may be elected or appointed in accordance with the provisions of
Section 4 or Section 11 of this Article IV, shall be chosen annually by, and
shall serve at the pleasure of, the Board of Directors, and shall hold their
respective offices until their resignation, removal or other disqualification
from service, or until their respective successors shall be elected and
qualified.

          Section 3. Removal and Resignation.

               (a) Any officer may be removed, either with or without cause, by
the Board of Directors at any time, or, except in the case of an officer chosen
by the Board of Directors, by any officer upon whom such power of removal may be
conferred by the Board of Directors. Any such removal shall be without prejudice
to the rights, if any, of the officer under any contract of employment of the
officer.

               (b) Any officer may resign at any time by giving written notice
to the Corporation, but without prejudice to the rights, if any, of the
Corporation under any contract to which the officer is a party. Any such
resignation shall take effect at the date of the 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 4. Vacancies.  A vacancy in any office because of death,
resignation, removal, disqualification or any other reason shall be filled in
the manner prescribed in these Bylaws for regular election or appointment to
such office at any regular or special meeting of the Board of Directors or by
its unanimous written consent.

          Section 5. Chairman of the Board of Directors.  The Chairman of the
Board shall, if present, preside at all meetings of the Board of Directors. The
Chairman of the Board shall, in the absence or disability of the Chief Executive
Officer of the Corporation, perform all of the duties of the Chief Executive
Officer, and when so acting shall have all the powers of, and be subject to all
the restrictions upon, the Chief Executive Officer. The Chairman of the Board
shall also exercise and perform such other powers and duties as may be from time
to time assigned by these Bylaws or the Board or Directors. Except where by law
the signature of the Chief Executive officer or the President is required, the
Chairman of the Board shall possess the same power as the Chief Executive
Officer or the President to sign all contracts, certificates and other
instruments of the Corporation which may be authorized by the Board of
Directors.

          *Section 6. Chief Executive Officer.  Subject to such powers, if any,
as may be given by the Board of Directors to the Chairman of the Board, the
Chief Executive Officer shall be the general manager and chief executive officer
of the Corporation and shall have, subject to the control of the Board of
Directors, general supervision, direction and control of the business and
officers of the Corporation. The Chief Executive Officer shall preside at all
meetings of the stockholders, and in the absence of the Chairman of the Board,
at all meetings of the Board of Directors. The Chief Executive Officer has the
general powers and duties of management usually vested in the office of chief
executive officer and general manager of a corporation and such other powers and
duties as may be prescribed by these Bylaws or the Board of Directors. The Chief
Executive Officer shall execute all bonds, mortgages, contracts and other
instruments of the Corporation requiring a seal, under the seal of the
Corporation, except where required or permitted by law to be otherwise signed
and executed and except that the other officers of the Corporation may sign and
execute documents when so authorized by these Bylaws, the Board of Directors or
the Chief Executive Officer.

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*    Section 6, ARTICLE IV, amended 4-26-95

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          Section 7. President.  Subject to such powers as may be given by the
Board of Directors to the Chairman of the Board and the Chief Executive Officer,
the President shall, in the absence of the Chairman of the Board of Directors
and the Chief Executive Officer, perform all of the duties of the Chief
Executive Officer, and when so acting shall have all the powers of, and be
subject to all the restrictions upon, the Chief Executive Officer. The President
shall also have such other powers and perform such other duties as may be
prescribed from time to time by law, these Bylaws or the Board of Directors.

          Section 8. Vice Presidents.  In the absence of the Chairman of the
Board, the Chief Executive Officer and the President, the Vice Presidents in
order of their rank as fixed by the Board of Directors, or if not ranked, the
Vice President designated by the Board of Directors, shall perform all the
duties of the Chief Executive Officer, and when so acting shall have all the
powers of, and be subject to all the restrictions upon, the Chief Executive
Officer. The Vice Presidents shall have such other powers and perform such other
duties as from time to time may be prescribed for them respectively by these
Bylaws or the Board of Directors.

          Section 9. Secretary.

               (a) The Secretary shall keep or cause to be kept, at the
principal executive office and such other place as the Board of Directors may
order, a book of minutes of all meetings of stockholders, the Board of Directors
and its committees, with the time and place of holding, whether regular or
special, and, if special, how authorized, the notice thereof given, the names of
those present at Board of Directors and committee meetings, the number of shares
present or represented at stockholders' meetings and the proceedings thereof.

               (b) The Secretary shall keep, or cause to be kept, at the
principal executive office or at the office of the Corporation's transfer agent
or registrar, if one be appointed, a stock ledger or a duplicate stock ledger,
showing the names of the stockholders and their addresses, the number and
classes of shares held by each, the number and date of certificates issued for
the same, and the number and date of cancellation of every certificate
surrendered for cancellation.

               (c) The Secretary shall give, or cause to be given, notice of all
the meetings of the stockholders and of the Board of Directors, and if requested
by the chairman thereof, of any committees thereof required by these Bylaws or
by law to be given.

               (d) The Secretary shall have custody of the seal of the
Corporation and the Secretary or any Assistant Secretary, if there be one, shall
have authority to affix the same to any instrument requiring it and when so
affixed, it may be attested by the signature of the Secretary or by the
signature of any such Assistant Secretary. The Board of Directors may give
general authority to any other officer to affix the seal of the Corporation and
to attest the affixing by his signature.

               (e) The Secretary shall see that all books, reports, statements,
certificates and other documents and records required by law to be kept or filed
are properly kept or filed, as the case may be.

          Section 10. Treasurer.  The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the Chief Executive Officer and the Board of
Directors, at its regular meetings, or when the Board of Directors so requires,
an account of all his transactions as Treasurer and of the financial condition
of the Corporation. If required by the Board of Directors, the Treasurer shall
give the Corporation a bond in such sum and with such surety or sureties as
shall be satisfactory to the Board of Directors for the faithful performance of
the duties of his office and for the restoration to the Corporation, in case of
his death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Corporation.

          Section 11. Assistant Secretaries.  Except as may be otherwise
provided in these Bylaws, Assistant Secretaries, if there be any, shall perform
such duties and have such powers as from time to time may be assigned to them by
the Board of Directors, the Chairman of the Board, the Chief Executive Officer,
the President, and Vice President, if there be one or the Secretary, and in the
absence of the Secretary or in the event of his disability or refusal to act,
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.

<PAGE>

          Section 12. Assistant Treasurers.  Assistant Treasurers, if there be
any, shall perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors, the Chairman of the Board, the Chief
Executive Officer, the President, any Vice President, if there be one, or the
Treasurer, and in the absence of the Treasurer or in the event of his disability
or refusal to act, 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. If required by the Board of Directors, an Assistant Treasurer
shall give the Corporation a bond in such sum and with such surety or sureties
as shall be satisfactory to the Board Of Directors for the faithful performance
of the duties of his office and for the restoration to the Corporation, in case
of his death, resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in his possession or
under his control belonging to the Corporation.

          Section 13. Other Officers.  Such other officers as the Board of
Directors may choose shall perform such duties and have such powers as from time
to tine may be assigned to them by the Board of Directors. The Board of
Directors may delegate to any other officer of the Corporation the power to
choose such other officers and to prescribe their respective duties and powers.

          Section 14. Voting Securities Owned by the Corporation.  Powers of
attorney, proxies, waivers of notice of meeting, consents and other instruments
relating to securities owned by the Corporation may be executed in the name of
and on behalf of the Corporation by the Chairman of the Board, the Chief
Executive Officer or the President and any such officer may, in the name of and
on behalf of the Corporation, take any such action as such officer may deem
advisable to vote in person or by proxy at any meeting of security holders of
any corporation in which the Corporation may own securities and at any such
meeting shall possess and may exercise any and all rights and power incident to
the ownership of such securities and which, as the owner thereof, the
Corporation might have exercised and possessed if present. The Board of
Directors may, by resolution, from time to time confer like powers upon any
other person or persons.

                                    ARTICLE V

                                      STOCK

          Section 1. Form of Certificates.  Every holder of stock in the
Corporation shall be entitled to have a certificate signed, in the name of the
Corporation (i) by the Chairman of the Board, the President or a Vice President
and (ii) by the Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary of the Corporation, certifying the number of shares owned by
him in the corporation.

          Section 2. Signatures.  Where a certificate is countersigned by (i) a
transfer agent other than the corporation or its employee, or (ii) a registrar
other than the Corporation or its employee, any other signature on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.

          Section 3. Lost Certificates.  The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or his legal representative, to advertise the same in such manner
as the Board of Directors shall require and/or to give the Corporation a bond in
such sum as it may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate alleged to have been
lost, stolen or destroyed.

          Section 4. Transfers.  Stock of the Corporation shall be transferable
in the manner prescribed by law and in these Bylaws. Transfers of stock shall be
made on the books of the Corporation only by the person named in the certificate
or by his attorney lawfully constituted in writing and upon the surrender of the
certificate therefor, which shall be canceled before a new certificate shall be
issued.

<PAGE>

          Section 5. Record Date.  In order that the Corporation may determine
the stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock, or for the
purpose of any other lawful action, the Board of Directors may fix, in advance a
record date, which shall not be more than sixty days nor less than ten days
before the date of such meeting, nor more than sixty days prior to any other
action. A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

          Section 6. Beneficial Owners.  The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
law.

                                   ARTICLE VI

                                     NOTICES

          *Section 1. Notice.  Unless otherwise provided by these Bylaws,
whenever written notice is required by law, the Certificate of Incorporation or
these Bylaws to be given to any director, member of a committee or stockholder,
such notice may be given by mail, addressed to such director, member of a
committee or stockholder, at his address as it appears on the records of the
Corporation (unless such person shall have filed with the Secretary of the
Corporation a written request that notices intended for such person be directed
to another address, in which case such notice shall be directed to such person
at the address designated in such request), with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mails. Written notice may also be given
personally or by telegram, telex, electronic facsimile or cable.

          Section 2. Waivers of Notice.  Whenever any notice is required by law,
the Certificate of Incorporation or these Bylaws to be given to any director,
member of a committee or stockholder, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.

                                   ARTICLE VII

                               GENERAL PROVISIONS

          Section 1. Dividends.  Dividends upon the capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, and may be paid in cash, in property, or in shares of the capital
stock. Before payment of any dividend, there may be set aside out of any funds
of the Corporation available for dividends such sum or sums as the Board of
Directors from time to time, in its absolute discretion, deems proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for any proper
purpose, and the Board of Directors may modify or abolish any such reserve.

          Section 2. Disbursements.  All checks or demands for money and notes
of the Corporation shall be signed by such officer or officers or such other
person or persons as the Board of Directors may from time to time designate.

          Section 3. Fiscal Year.  The fiscal year of the Corporation shall end
at the close of business on December 31 of each such year.

----------
*    Section 1, ARTICLE VI, amended 4-26-95

<PAGE>

          Section 4. Corporate Seal.  The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its organization and the words
"Corporate Seal, Delaware". The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.

                                  ARTICLE VIII

                                 INDEMNIFICATION

          Section 1. Power to Indemnify in Actions, Suits or Proceedings Other
Than Those by or in the Right of the Corporation.  Subject to Section 3 of this
Article VIII, the Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he 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 or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believes to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

          *Section 2. Power to Indemnify In Actions, Suits or Proceedings by or
in the Right of the Corporation.  Subject to Section 3 of this Article VIII, the
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that he 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 or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation; except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court of Chancery or such other courts
shall deem proper.

          Section 3. Authorization of Indemnification.  Any indemnification
under this Article VIII (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 director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
Section 1 or Section 2 of this Article VIII, as the case may be. Such
determination shall be made (i) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (iii) by the stockholders. To the extent, however, that a
director, officer, employee or agent of the Corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding described
above, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith, without the necessity of authorization
in the specific case.

          Section 4. Good Faith Defined.  For purposes of any determination
under Section 3 of this Article VIII, a person shall be deemed to have acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation, or, with respect to any criminal action or
proceeding, to have had no reasonable cause to believe his conduct was unlawful,
if his action is based on the records or books of account of the Corporation or
another enterprise, or on information supplied to him by the officers of the
Corporation or another enterprise in the course of their

----------
*    Section2, ARTICLE VIII, amended 9-30-87

<PAGE>

duties, or on the advice of legal counsel for the Corporation or another
enterprise or on information or records given or reports made to the Corporation
or another enterprise by an independent certified public accountant or by an
appraiser or other expert selected with reasonable care by the Corporation or
another enterprise. The term "another enterprise" as used in this Section 4
shall mean any other corporation or any partnership, joint venture, trust or
other enterprise of which such person is or was serving at the request of the
Corporation as a director, officer, employee or agent. The provisions of this
Section 4 shall not be deemed to be exclusive or to limit in any way the
circumstances in which a person may be deemed to have met the applicable
standard of conduct set forth in Sections 1 or 2 of this Article VIII, as the
case may be.

          Section 5. Indemnification by a Court.  Notwithstanding any contrary
determination in the specific case under Section 3 of this Article VIII, and
notwithstanding the absence of any determination thereunder, any director,
officer, employee or agent may apply to any court of competent jurisdiction in
the State of Delaware for indemnification to the extent otherwise permissible
under Sections 1 and 2 of this Article VIII. The basis of such indemnification
by a court shall be a determination by such court that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
has met the applicable standards of conduct set forth in Sections 1 or 2 of this
Article VIII, as the case may be. Notice of any application for indemnification
pursuant to this Section 5 shall be given to the Corporation promptly upon the
filing of such application.

          *Section 6. Expenses Payable in Advance.  Expenses incurred in
defending or investigating a threatened or pending action, suit or proceeding
may be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the
Corporation as authorized in this Article VIII.

          *Section 7. Non-exclusivity and Survival of Indemnification.  The
indemnification and advancement of expenses provided by, or granted pursuant to,
this Article VIII shall not be deemed exclusive of any other rights to which
those seeking indemnification may be entitled under any Bylaw, agreement,
contract, vote of stockholders or disinterested directors of pursuant to the
direction (howsoever embodied) of any court of competent jurisdiction or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, it being the policy of the
corporation that indemnification of the person specified in Section 1 and 2 of
this Article VIII shall be made to the fullest extent permitted by law. The
provisions of this Article VIII shall not be deemed to preclude the
indemnification of any person who is not specified in Section 1 or 2 of this
Article VIII but whom the Corporation has the power or obligation to indemnify
under the provisions of the General Corporation law of the State of Delaware, or
otherwise. The indemnification provided by this Article VIII shall continue as
to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators of such
person.

          Section 8. Insurance.  The Corporation may purchase and maintain
insurance 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 or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power or the obligation to
indemnify him against such liability under the provisions of this Article VIII.

          Section 9. Meaning of "Corporation" for Purposes of Article VIII.  For
purposes of this Article VIII, references to "the Corporation" shall include, in
addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had power and authority to
indemnify its directors, officers, employees and agents, so that any person who
is or was a director, officer, employee or agent of such constituent
Corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under
the provisions of this Article VIII with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.

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*    Section 6, ARTICLE VIII, amended 9-30-87

*    Section 7, ARTICLE VIII, amended 9-30-87

<PAGE>

          *Section 10. Meaning of "Other Enterprises" for the Purposes of
Article VIII.  For purposes of this Article VIII, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to any employee
benefit plan; and references to "serving at the request of the Corporation"
shall include any service as a director, officer, employee or agent of the
Corporation which imposes duties on, or involves services by, such director,
officer, employee or agent with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in a
manner he reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner" not opposed to the best interests of the Corporation" as referred to in
this Article VIII.

          *Section 11. Savings Provision.  If this Article VIII or any portion
hereof shall be invalidated on any ground by a court of competent jurisdiction,
the Corporation shall nevertheless indemnify each person who is or was a
director, officer, employee or agent, 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 or other enterprise as to expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with any action, suit or proceeding or
action or suit brought by or in the right of the Corporation, to the full extent
permitted by any applicable portion of this Article VIII that shall not have
been invalidated.

                                   ARTICLE IX

                               AMENDMENT OF BYLAWS

          Section 1. Amendments.  Unless otherwise provided by law or the
Certificate of Incorporation, the Bylaws of the Corporation shall not be made,
repealed, altered, amended or rescinded except as provided in the Certificate of
Incorporation.

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*    Section 10, ARTICLE VIII, amended 9-30-87

*    Section 11, ARTICLE VIII, added 4-26-95