BY-LAWS AS AMENDED THROUGH MAY 11, 1995



                            B Y  -  L A W S
                                  OF
                    CALIFORNIA ENERGY COMPANY, INC.
                    (Formerly Phydeaux Corporation)
                        a Delaware corporation



                               ARTICLE I

                       MEETINGS OF STOCKHOLDERS

     Section 1.       Annual Meeting.       The annual meeting of the
stockholders of California Energy Company, Inc. (hereinafter called
the "Corporation") shall be held at 10:00 a.m. on such day in the
month of May in each year as shall be selected by the Chairman of
the Board, or, failing such selection, by the Board of Directors. 
At the annual meeting, the stockholders shall elect by a plurality
vote a board of directors (hereinafter referred to as "Board"), and
transact such other business as may properly be brought before the
meeting.  If the annual meeting shall not be held on the day
hereinabove provided for, the Board shall cause the meeting to be
held as soon thereafter as convenient. 

     Section 2.       Special Meetings.     Special meetings of the
stockholders may be called for any purpose or purposes at any time
only by the Board, or the President, upon not less than ten nor
more than fifty days written notice. Special meetings may not be
called by the stockholders.


     Section 3.  Notice of Meetings.  Notice of the place, date and
time of the holding of each annual and special meeting of the
stockholders and, in the case of a special meeting, the purpose or
purposes thereof, shall be given personally or by mail in a postage
prepaid envelope to each stockholder entitled to vote at such
meeting, not less than ten nor more than fifty days before the date
of such meeting, and, if mailed, it shall be directed to such
stockholder at his address as it appears on the records of the
Corporation, unless he shall have filed with the Secretary of the
Corporation a written request that notices to him be mailed to some
other address, in which case it shall be directed to him at such
other address.  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 shall not, at the beginning of
such meeting, object to the transaction of any business because the
meeting is not lawfully called or convened, or who shall, either
before or after the meeting, sign a waiver.  Notice of an adjourned
meeting need not be given if the time and place to which the
meeting shall be adjourned were announced at the meeting at which
the adjournment is taken.  At the adjourned meeting the Corporation
may transact any business which might have been transacted at the
original meeting.  If the adjournment is for more than thirty days,
or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given
to each stockholder of record entitled to vote at the meeting.

     Section 4.  Place of Meetings.  Meetings of the stockholders
may be held at such place, within or without the State of Delaware,
as the Board or the officer calling the same shall specify in the
notice of such meeting, or in a duly executed waiver of notice
thereof.

     Section 5.  Quorum.  (a)  At all meetings of the stockholders,
the holders of a majority of the shares of stock of the Corporation
issued and outstanding and entitled to vote shall be present in
person or by proxy to constitute a quorum for the transaction of
any business (except business referred to in subsection (b) below),
except when stockholders are required to vote by class, in which
event a majority of the issued and outstanding shares of the
appropriate class shall be present in person or by proxy, or except
as otherwise provided by statute.  (b)  At all meetings of the
stockholders in which the action to be taken requires the approval
of sixty-six and two-thirds percent (66 2/3%) of the issued and
outstanding shares of stock entitled to vote, the holders of sixty-
six and two-thirds percent (66 2/3%) of the shares of stock of the
Corporation issued and outstanding and entitled to vote shall be
present in person or by proxy in order to constitute a quorum for
the transaction of any such business, except when stockholders are
required to vote by class, in which event, sixty-six and two-thirds
percent (66 2/3%) of the issued and outstanding shares of the
appropriate class shall be present in person or by proxy, or except
as otherwise provided by statute.  (c)  In the absence of a quorum,
the holders of a majority of the shares of stock present in person
or by proxy and entitled to vote, or if no stockholder entitled to
vote is present, then any officer of the Corporation, may adjourn
the meeting from time to time.  At any such adjourned meeting at
which a quorum may be present any business may be transacted which
might have been transacted at the meeting as originally called. 

     Section 6.  Organization.  At each meeting of the stockholders
the Chairman of the Board, or in his absence or inability to act,
the President, or in the absence or inability to act of the
Chairman of the Board or President, a Vice President, or in the
absence of all of the foregoing, any person chosen by a majority of
those stockholders present, shall act as chairman of the meeting. 
The Secretary, or in his absence or inability to act, the Assistant
Secretary or any person appointed by the chairman of the meeting,
shall act as secretary of the meeting and keep the minutes thereof.

     Section 7.  Order of Business.  The order of business at all
meetings of the stockholders shall be as determined by the chairman
of the meeting.

     Section 8.  Voting.  Except as otherwise required by statute
or by the Certificate of Incorporation, each holder of record of
shares of stock of the Corporation having voting power shall be
entitled at each meeting of the stockholders to one vote for every
share of such stock standing in his name on the record of 
stockholders of the Corporation on the date fixed by the Board as
the record date for the determination of the stockholders who shall
be entitled to notice of and to vote at such meeting; or at the
close of business on the day next preceding the day on which notice
thereof shall be given, or if notice is waived, at the close of
business on the day next preceding the day on which the meeting is
held; or each stockholder entitled to vote at any meeting of
stockholders may authorize another person or persons to act for him
by a proxy signed by such stockholder or his attorney-in-fact. Any
such proxy shall be delivered to the secretary of such meeting at
or prior to the time designated in the order of business for so
delivering such proxies.  No proxy shall be valid after the
expiration of three years from the date thereof, unless otherwise
provided in the proxy.  Every proxy shall be revocable at the
pleasure of the stockholder executing it, except in those cases
where an irrevocable proxy is permitted by law.  Except as
otherwise provided by statute, these By-Laws, or the Certificate of
Incorporation, any corporate action to be taken by vote of the
stockholders shall be authorized by a majority of the total votes,
or when stockholders are required to vote by class by a majority of
the votes of the appropriate class, cast at a meeting of
stockholders by the holders of shares present in person or
represented by proxy and entitled to vote on such action.  Unless
required to be advisable, the vote on any question need not be by
written ballot.  On a vote by written ballot, each ballot shall be
signed by the stockholder voting, or by his proxy, if there be such
proxy, and shall state the number of shares voted.

     Section 9.  List of Stockholders.  The officer 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 that meeting, arranged
in alphabetical order, and showing the addresses 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 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 10.  Consent of Stockholders in Lieu of Meeting. 
Whenever the vote of stockholders at a meeting thereof is required
or permitted to be taken for or in connection with any corporate
action, the meeting and vote of stockholders can be dispensed with: 
(1)  if all of the stockholders who would have been entitled to
vote upon the action if such meeting were held shall consent in
writing to such corporate action being taken; or (2) unless the
Certificate of Incorporation provides otherwise, with the written
consent of the holders of not less than the minimum percentage of
the total vote required by statue for the proposed corporate
action, and provided that prompt notice must be given to all
stockholders of the taking of corporate action without a meeting.

                              ARTICLE II
                          BOARD OF DIRECTORS
     Section 1.  General Powers.  The business and affairs of the
Corporation shall be managed by the Board.  The Board may exercise
all such authority and powers of the Corporation and do all such
lawful acts and things as are not by statute or the Certificate of
Incorporation directed or required to be exercised or done by the
stockholders. 

     Section 2.  (a)  Number, Qualifications, Election and Term of
Office.  The business and affairs of the Corporation shall be
managed and controlled by a Board of Directors consisting of eleven
persons.  At the 1989 Annual Meeting of Stockholders, the directors
were divided into three classes, as nearly equal in number as
possible, with the term of office of the first class to expire at
the 1990 Annual Meeting of Stockholders, the term of office of the
second class to expire at the 1991 Annual Meeting of Stockholders
and the term of office of the third class to expire at the 1992
Annual Meeting of Stockholders.  At each Annual Meeting of
Stockholders following such initial classification and election,
directors elected to succeed those directors whose terms expire
shall be elected for a term of office to expire at the third
succeeding Annual Meeting of Stockholders after their election. 
All directors shall be the age of majority and need not be 
stockholders.  Each director shall hold office until the end of his
term and until his successor shall have been duly elected and
qualified, or until his death, or until he shall have resigned, or
have been removed for cause, as hereinafter provided in these
By-Laws or as otherwise provided by statute or the Certificate of
Incorporation.

     (b)  Filling of Vacancies.  Except as otherwise provided in
Article II, Section 11, any vacancies on the Board resulting from
death, resignation, retirement, disqualification, removal from
office or other cause shall be filled by a majority vote of the
directors then in office, and directors so chosen shall hold office
for a term expiring at the Annual Meeting of Stockholders at which
the term of the class to which they have been elected expires.  No
decrease in the number of directors constituting the Board shall
shorten the term of any incumbent director.

     (c)  Removal.  Any director, or the entire Board, may be
removed from office at any time, but only for cause and only by the
affirmative vote of a majority of the Board or the holders of at
least sixty six and two thirds percent (66 2/3%) of the voting
power of all of the shares of the Corporation entitled to vote for
the election of directors.  For the purposes of this Paragraph (c),
"cause" shall mean the willful and continuous failure of a director
substantially to perform such director's duties to the Corporation
(other than such failure resulting from incapacity due to physical
or mental illness) or the willful engaging by a director in gross
misconduct materially and demonstrably injurious to the
Corporation.

     Section 3.  Place of Meetings.  Meetings of the Board may be
held at such place, within or without the State of Delaware, as the
Board may from time to time determine or as shall be specified in
the notice or waiver of notice of such meeting.

     Section 4.  First Meeting.  The Board shall meet for the
purpose of organization, the election of officers, and the
transaction of other business, as soon as practicable after each
Annual Meeting of Stockholders, on the same day and at the same
place where such annual meeting shall be held.  Notice of such
meeting need not be given.  Such meeting may be held at any other
time or place (within or without the State of Delaware) which shall
be specified in a notice thereof given as hereinafter provided in
Article II, Section 7.

     Section 5.  Regular Meetings.  Regular meetings of the Board
shall be held at such time and place as the Board may from time to
time determine.  If any day fixed for a regular meeting shall be a
legal holiday at the place where the meeting is to be held, then
the meeting which would otherwise be held on that day shall be held
at the same hour on the next succeeding business day. Notice of
regular meetings of the Board need not be given except as otherwise
required by statute or these By-Laws. 

     Section 6.  Special Meetings.  Special meetings of the Board
may be called by two or more directors of the Corporation or by the
Chairman of the Board or the President.  

     Section 7.  Notice of Meetings.  Notice of each special
meeting of the Board (and of each regular meeting for which notice
shall be required) shall be given by the Secretary as hereinafter
provided in this Section 7, in which notice shall be stated the
time and place (within or without the State of Delaware) of the
meeting.  Notice of each such meeting shall be delivered to each
director either personally or by telephone, facsimile, telegraph,
cable or wireless, at least twenty-four hours before the time at
which such meeting is to be held or by first-class mail, postage
pre-paid, addressed to him at his residence, or usual place of
business, at least three days before the day on which such meeting
is to be held.  Notice of any such meeting need not be given to any
director who shall, either before or after the meeting, submit a
signed waiver of notice or who shall attend such meeting without
protesting, prior to or at its commencement, the lack of notice to
him.  Except as otherwise specifically required by these By-Laws,
a notice or waiver of notice of any regular or special meeting need
not state the purposes of such meeting.

     Section 8.  Quorum and Manner of Acting.  Three directors or
one-third of the entire Board, whichever is greater, shall be
present in person at any meeting of the Board in order to
constitute a quorum for the transaction of business at such
meeting, and, except as otherwise expressly required by statute or
the Certificate of Incorporation, the act of a majority of the
directors present at any meeting at which a quorum is present shall
be the act of the Board.  In the absence of a quorum at any meeting
of the Board, a majority of the directors present thereat, or if no
director be present, the Secretary may adjourn such meeting to
another time and place, or such meeting, unless it be the first
meeting of the Board, need not be held.  At any adjourned meeting
at which a quorum is present, any business may be transacted which
might have been transacted at the meeting as originally called. 
Except as provided in Article III of these By-Laws, the directors
shall act only as a Board and the individual directors shall have
no power as such.

     Section 9.  Organization.  At each meeting of the Board, the
Chairman of the Board (or, in his absence or inability to act, the
President, or in his absence or inability to act, another director
chosen by a majority of the directors present) shall act as
chairman of the meeting and preside thereat.  The Secretary (or, in
his absence or inability to act, any person appointed by the
chairman) shall act as secretary of the meeting and keep the
minutes thereof.

     Section 10.  Resignation.  Any director of the Corporation may
resign at any time by giving written notice of his resignation to
the Board or Chairman of the Board or the President or the 
Secretary.  Any such resignation shall take effect at the time
specified therein or, if the time when it shall become effective
shall not be specified therein, immediately upon its acceptance.
Unless otherwise specified therein, the acceptance of such 
resignation shall not be necessary to make it effective. 

     Section 11.  Certain Vacancies.  Vacancies and newly created
directorships resulting from any increase in the authorized number
of directors may be filled by a majority of the directors then in
office, though less than a quorum, or by a sole remaining director,
and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall
qualify, unless sooner displaced.  If there are no directors in
office, then an election of directors may be held in the manner
provided by statute.  If, at the time of filling any vacancy or any
newly created directorship, the directors then in office shall
constitute less than a majority of the whole board (as constituted
immediately prior to any such increase), the Court of Chancery may,
upon application of any stockholder or stockholders holding at
least ten percent of the total number of the shares at the time
outstanding having the right to vote for  such directors, summarily
order an election to be held to fill any such vacancies or newly
created directorships, or to replace the directors chosen by the
directors then in office.  When one or more directors shall resign
from the Board, effective at a future date, a majority of the
directors then in office, including those who have so resigned,
shall have power to fill such vacancy or vacancies, the vote
thereon to take effect when such resignation or resignations shall
become effective, and each director so chosen shall hold office as
provided in this action in the filling of other vacancies. 

     Section 12.  Compensation.  The Board shall have authority to
fix the compensation, including fees and reimbursement of expenses,
of directors for services to the Corporation in any capacity,
provided no such payment shall preclude any director from serving
the Corporation in any other capacity and receiving compensation
therefor. 

     Section 13.  Action Without Meeting.  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 all members of
the Board or committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of
proceedings of the Board or committee. 


     Section 14.  Telephonic Meetings.  Unless otherwise restricted
by the Certificate of Incorporation or by these By-Laws, members of
the Board of Directors may participate in a meeting of the Board of
Directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all persons
participating in the meeting can hear each other and such
participation in a meeting shall constitute presence in person at
the meeting.

                              ARTICLE III
                    EXECUTIVE AND OTHER COMMITTEES
     Section 1.  Executive and Other Committees.  The Board may, by
resolution passed by a majority of the whole Board, designate one
or more committees, each committee to consist of two or more of the
directors of the Corporation.  The Executive Committee shall
consist of the Chairman of the Board and such of the other members
of the Board as shall be appointed pursuant to the immediately
preceding sentence.  The Board may designate one or more directors
as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of the committee.  Any such
committee, to the extent provided in the resolution creating the
committee, shall have and may exercise the powers of the Board in
the management of the business and affairs of the Corporation, and
may authorize the seal of the Corporation to be affixed to all
papers which may require it; provided, however, that in the absence
or disqualification of any member of such committee or committees,
the member or members thereof present at any meeting and not
disqualified from voting, whether or not he, she or they constitute
a quorum, may unanimously appoint another member of the Board to
act at the meeting in the place of any such absent or disqualified
member.  Each committee shall keep written minutes of its
proceedings and shall report such minutes to the Board when
required.  All such proceedings shall be subject to revision or
alteration by the Board; provided, however, that third parties
shall not be prejudiced by such revision or alteration.

     Section 2.  General.  A majority of any committee may
determine its action and fix the time and place of its meetings,
unless the Board shall otherwise provide.  Notice of such meetings
shall be given to each member of the committee in the manner
provided for in Article II, Section 7.  The Board shall have any
power at any time to fill vacancies in, to change the membership
of, or to dissolve any such committee.  Nothing herein shall be
deemed to prevent the Board from appointing one or more committees
consisting in whole or in part of persons who are not directors of
the Corporation; provided, however, that no such committee shall
have or may exercise any authority of the Board.

                              ARTICLE IV
                               OFFICERS
     Section 1.  Number and Qualifications.  The officers of the
Corporation shall include the Chairman of the Board, the Vice-
Chairman of the Board, the President, one or more Vice-Presidents
(any of whom may be designated as Executive Vice-President), the
Chief Financial Officer, the Treasurer, the Controller and the
Secretary.  Any two or more offices may be held by the same person. 
Such officers shall be elected from time to time by the Board or by
the Chairman of the Board, each to hold office until his successor
shall have been duly elected or appointed and shall have qualified,
or until his death, or until he shall have resigned, or have been
removed, as hereinafter provided in these By-Laws.  The Board may
from time to time elect, or the Chairman of the Board may appoint,
such other officers (including one or more Assistant Vice-
Presidents, Assistant Secretaries and Assistant Treasurers), and
such agents as may be necessary or desirable for the business of
the Corporation.  Such other officers and agents shall have duties
and shall hold their offices for such terms as may be prescribed by
the Board or by the appointing authority.

     Section 2.  Resignations.  Any officer of the Corporation may
resign at any time by giving written notice of his resignation to
the Board, the Chairman of the Board, the President or the
Secretary.  Any such resignation shall take effect at the time
specified therein or, if the time when it shall become effective
shall not be specified therein, immediately upon its receipt; and,
unless otherwise specified therein, the acceptance of such 
resignation shall not be necessary to make it effective.

     Section 3.  Removal.  Any officer or agent of the Corporation
may be removed, either with or without cause, at any time, by the
Chairman of the Board or by the vote of the majority of the entire
Board at any meeting of the Board .  Such removal shall be without
prejudice to the contractual rights, if any, of the person so
removed. 

     Section 4.  Vacancies.  A vacancy in any office, whether
arising from death, resignation, removal or any other cause, may be
filled for the unexpired portion of the term of the office which
shall be vacant, in the manner prescribed in these By-Laws for the
regular elections or appointment to such office.

     Section 5.  The Chairman of the Board.  The Chairman of the
Board shall be the Chief Executive Officer and shall have general
and active supervision and direction over the management of the
Corporation's business and over the President and Chief Operating
Officer and all of the Corporation's other officers, agents and
employees.  The Chairman of the Board shall, if present, preside at
each meeting of the stockholders and of the Board and shall be an
ex officio member of all committees of the Board.  The Chairman of
the Board shall perform all duties incident to the office of
Chairman of the Board and such other duties as may from time to
time be assigned to him by the Board.

     Section 6.  Vice-Chairman of the Board.  The Vice-Chairman of
the Board shall be responsible for assisting the Chairman of the
Board and shall perform all such duties as may from time to time be
assigned to him by the Board.

     Section 7.  The President.  Unless the President's duties are
otherwise modified by the Chairman of the Board, the President
shall, in consultation with and subject to the direction of the
Chairman of the Board, have general and active management of the
operations and business of the Corporation and general and active
supervision and direction over the affairs of the Corporation and
over all of its other officers, agents and employees (except the
Chairman of the Board and Chief Executive Officer).  The President
shall be the Corporation's Chief Operating Officer and shall see
that all duties of subordinate officers are properly performed and
that their responsibilities are properly discharged.  In performing
such duties, the President shall report directly to the Chairman of
the Board and shall consult with the Chairman of the Board and be
subject to the direction of the Chairman of the Board regarding
significant decisions and strategic options for the Company.  At
the request of the Chairman of the Board, or in the case of his
absence or inability to act, the President shall perform the duties
of the Chairman of the Board and when so acting shall have all the
powers of, and be subject to, all the restrictions upon, the
Chairman of the Board.  He 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 Chairman of the Board and by these
By-Laws.

     Section 8.  Vice Presidents.  The Executive Vice-President and
each Vice-President shall have such powers and perform all such
duties as from time to time may be assigned to him by the Board or
by the Chairman of the Board. 

     Section 9.  The Chief Financial Officer.  The Chief Financial
Officer shall:
     (a)  have charge and custody of, and be responsible for, all
the funds and securities of the Corporation;
     (b)  keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and have
control of all books of account of the Corporation;
     (c)  cause all moneys and other valuables to be deposited to
the credit of the Corporation in such depositaries as may be
designated by the Board;
     (d)  receive, and give receipts for, moneys due and payable to
the Corporation from any source whatsoever;
     (e)  disburse the funds of the Corporation and supervise the
investment of its funds as ordered or authorized by the Board,
taking proper vouchers therefor;
     (f)  render the Chairman of the Board, the President and the
Board, whenever the Board or the Chairman of the Board may require,
an account of the financial condition of the Corporation; and
     (g)  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 or by the Chairman of the Board.

     Section 10.  The Secretary.  The secretary shall:
     (a)  keep or cause to be kept in one or more books provided
for the purpose, the minutes of all meetings of the Board, the
committees of the Board and the stockholders;
     (b)  see that all notices are duly given in accordance with
the provisions of these By-Laws and as required by law;
     (c)  be custodian of the records and the seal of the
Corporation and affix and attest the seal to all stock certificates 
of the Corporation (unless the seal of the Corporation on such
certificates shall be a facsimile, as hereinafter provided) and
affix and attest the seal to all other documents to be executed on
behalf of the Corporation under its seal;
     (d)  see that the books, reports, statements, certificates and
other documents and records required by law to be kept and filed
are properly kept and filed; and 
     (e)  in general, perform all the duties incident to the office
of Secretary and such other duties as from time to time may be 
assigned to him by the Board or by the Chairman of the Board.

     Section 11.  Officers' Bonds or Other Security.  If required
by the Board, any officer of the Corporation shall give a bond or
other security for the faithful performance of his duties, in such
amount and with such surety or sureties as the Board may require.

     Section 12.  Compensation.  The compensation of the officers 
of the Corporation for their services as such officers shall be 
fixed from time to time by the Board; provided, however, that the
Board may delegate to the Chairman of the Board the power to fix
the  compensation of officers and agents appointed by the Chairman
of the Board.  An officer of the Corporation shall not be prevented
from receiving compensation by reason of the fact that he is also
a director of the Corporation, but any such officer who shall also
be a director shall not have any vote in the determination of the
amount of compensation paid to him. 

                               ARTICLE V
                            INDEMNIFICATION
     Section 1.  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 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 "proceeding"),
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 is or was serving at the request of the Corporation as a
director, officer, employee, fiduciary 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
reasonably incurred by such person.  The Corporation shall
indemnify a person in connection with a proceeding initiated by
such person only if the proceeding was authorized by the Board.

     Section 2.  Prepayment of Expenses.  The Corporation shall pay
the expenses incurred in defending any proceeding in advance of its
final disposition; provided, however, that the payment of expenses
incurred by a director or officer in his capacity as a director or
officer in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by the director or
officer to repay all amounts advanced if it should be determined to
be indemnified under this Article V or otherwise.

     Section 3.  Claims.  If a claim for indemnification or payment
of expenses under this Article V is not paid in full within ninety
days after a written claim therefor has been received by the
Corporation, the claimant 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 claimant was not entitled to the requested indemnification
or payment of expenses under applicable law.

     Section 4.  Nonexclusivity of Rights.  The rights conferred on
any person by this Article V shall not be exclusive of any other
rights which such person 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.


     Section 5.  Contracts and Arrangements.  The Corporation may
enter into contracts providing indemnification to the full extent
authorized or permitted by the Delaware General Corporation Law and
may create a trust fund, grant a security interest and/or use other
means (including, without limitation, letters of credit, surety
bonds and other similar arrangements) to ensure the payment of such
amounts as may become necessary to effect indemnification pursuant
to such contracts or otherwise.

     Section 6.  Amendment or Repeal.  Any repeal or modification
of the foregoing provisions of this Article V shall not adversely
affect any right or protection of any person in respect of any act
or omission occurring prior to the time of such repeal or
modification.

                              ARTICLE VI
            CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
     Section 1.  Execution of Contracts.  Except as otherwise
required by statute, the Certificate of Incorporation or these
By-Laws, any contracts or other instruments may be executed and
delivered in the name and on behalf of the Corporation by such
officer or officers (including any assistant officer) of the
Corporation as the Board may from time to time direct.  Such
authority may be general or confined to specific instances as the
Board may determine.  Unless authorized by the Board or expressly
permitted by these By-Laws, an officer or agent or employee shall
not have any power or authority to bind the Corporation by any
contract or engagement or to pledge its credit or to render it
pecuniarily liable for any purpose or to any amount. 

     Section 2.  Loans.  Unless the Board shall otherwise
determine, either (a) the President or the Chairman of the Board,
or (b) any Vice President, the Chief Financial Officer, the
Treasurer or the Secretary, together with the President or the
Chairman of the Board, may effect loans and advances at any time
for the Corporation from any bank, trust company or other
institution, or from any firm, corporation or individual, and for
such loans and advances may make, execute and deliver promissory
notes, bonds or other certificates or evidence of indebtedness of
the Corporation, but no officer or officers shall mortgage, pledge,
hypothecate or transfer any securities or other property of the
Corporation, except when authorized by the Board. 

     Section 3.  Checks, Drafts, etc.  All checks, drafts, bills of
exchange or other orders for the payment of money out of the funds
of the Corporation, and all notes or other evidences of
indebtedness of the Corporation, shall be signed in the name and on
behalf of the Corporation by such persons and in such manner as
shall from time to time be authorized by the Board.

     Section 4.  Deposits.  All funds of the Corporation not
otherwise employed shall be deposited from time to time to the
credit of the Corporation in such banks, trust companies or other
depositories as the Board may from time to time designate or as may
be designated by any officer or officers of the Corporation to whom
such power of designation may from time to time be delegated by the
Board.  For the purpose of deposit and for the purpose of
collection for the account of the Corporation, checks, drafts and
other orders for the payment of money which are payable to the
order of the Corporation may be endorsed, assigned and delivered by
any officer or agent of the Corporation, or in such manner as the
Board may determine by resolution.

     Section 5.  General and Special Bank Accounts.  The Board may
from time to time authorize the opening and keeping of general and
special bank accounts with such banks, trust companies or other
depositories as the Board may designate or as may be designated by
any officer or officers of the Corporation to whom such power of
designation may from time to time be delegated by the Board.  The
Board may make such special rules and regulations with respect to
such bank accounts, not inconsistent with the provisions of these
By-Laws, as it may deem expedient.

     Section 6.  Proxies in Respect of Securities of Other
Corporations.  Unless otherwise provided by resolution adopted by
the Board, Chairman of the Board, the President or a Vice 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 the holder of stock or other securities in any other
corporation, any of the stock or other securities of which 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, in the name of the Corporation as such holder, 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.

                              ARTICLE VII
                             SHARES, ETC.
     Section 1.  Stock Certificates.  Each holder of stock of the
Corporation shall be entitled to have a certificate, in such form
as shall be approved by the Board, certifying the number of shares
of stock of the Corporation owned by him.  The certificates
representing shares of stock shall be signed in the name of the
Corporation by the Chairman of the Board or the President or a
Vice-President and by the Secretary or an Assistant Secretary or
the Treasurer or an Assistant Treasurer and sealed with the seal of
the Corporation (which seal may be a facsimile, engraved or
printed); provided, however, that where any such certificate is
countersigned by a transfer agent other than the Corporation or its
employee, or is registered by a registrar other than the
Corporation or one of its employees, the signature of the officers
of the Corporation upon such certificates may be facsimiles,
engraved or printed.  In case any officer who shall have signed or
whose facsimile signature has been placed upon such certificates
shall have ceased to be such officer before such certificates shall
be issued, they may nevertheless be issued by the Corporation with
the same effect as if such officer were still in office at the date
of their issue.

     Section 2.  Books of Account and Record of Stockholders.  The
books and records of the Corporation may be kept at such places
within or without the State of Delaware, as the Board may from time
to time determine.  The stock record books and the blank stock
certificate books shall be kept by the Secretary or by any other
officer or agent designated by the Board. 

     Section 3.  Transfers of Shares.  Transfers of shares of stock
of the Corporation shall be made on the stock records of the
Corporation only upon authorization by the registered holder
thereof, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary or with a
transfer agent or transfer clerk, and on surrender of the
certificate or certificates for such shares properly endorsed or
accompanied by a duly executed stock transfer power and the payment
of all taxes thereon.  Except as otherwise provided by law, the
Corporation shall be entitled to recognize the exclusive right of
a person in whose name any share or shares stand on the record of
stockholders as the owner of such share or shares for all purposes,
including, without limitation, the rights to receive dividends or
other distributions, and to vote as such owner, and the Corporation
may hold any such stockholder of record liable for calls and
assessments and the Corporation shall not be bound to recognize any
equitable or legal claim to or interest in any such share or shares
on the part of any other person whether or not it shall have
express or other notice thereof.  Whenever any transfers of shares
shall be made for collateral security and not absolutely, and both
the transferor and transferee request the Corporation to do so,
such fact shall be stated in the entry of the transfer.

     Section 4.  Regulations.  The Board may make such additional
rules and regulations, not inconsistent with these By-Laws, as it
may deem expedient concerning the issue,  transfer and registration
of certificates for shares of stock of the Corporation.  It may
appoint, or authorize any officer or officers to appoint, one or
more transfer agents or one or more transfer clerks and one or more
registrars and may require all certificates for shares of stock to
bear the signature or signatures of any of them.

     Section 5.  Lost, Destroyed or Mutilated Certificates.  The
holder of any certificate representing shares of stock of the
Corporation shall immediately notify the Corporation of any loss,
destruction or mutilation of such certificate, and the Corporation
may issue a new certificate of stock in the place of any
certificate theretofore issued by it which the owner thereof shall
allege to have been lost, stolen or destroyed, or which shall have
been mutilated, and the Board may, in its discretion, require such
owner or his legal representative to give to the Corporation a bond
in such sum, limited or unlimited, and in such form and with such
surety or sureties as the Board in its absolute discretion shall
determine, to indemnify the Corporation against any claim that may
be made against it on account of the alleged loss, theft, or
destruction of any such certificate, or the issuance of a new
certificate.  Anything herein to the contrary notwithstanding, the
Board, in its absolute discretion, may refuse to issue any such new
certificate, except pursuant to legal proceedings under the laws of
the State of Delaware.

     Section 6.  Stockholder's Right of Inspection.  Any person who
shall have been a stockholder of record of the Corporation for at
least six months immediately preceding his demand, or any person
holding, or thereunto authorized by the holders of, at least five
percent of the outstanding shares of stock of the Corporation,
shall, in person or by attorney or other agent, upon written demand
under oath stating the purpose thereof, have the right during the
ordinary business hours to inspect for any proper purpose the
Corporation's stock ledger, a list of its stockholders and its
other books and records, and to make copies or extracts therefrom. 
A proper purpose shall mean a purpose reasonably related to such
person's interest as a stockholder.  In every instance where an
attorney or other agent shall be the person who seeks the right to
inspection, the demand under oath shall be accompanied by a power
of attorney or such other writing which authorizes the attorney or
other agent to so act on behalf of the stockholder.  The demand
under oath shall be directed to the Corporation at its registered
office in this State or at its principal place of business.


     Section 7.  Fixing of Record Date.  In order that the
Corporation may determine the stockholders entitled to notice of or
to vote at the meeting of stockholders or any adjournment thereof,
or to express consent to corporate action in writing without a
meeting, 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 may fix, in
advance, a record date, which shall not be more than sixty 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 may fix a new record date for the
adjourned meeting. 
                             ARTICLE VIII
                                OFFICES
     Section 1.  Registered Office.  The registered office of the
Corporation in the State of Delaware shall be at 1209 Orange
Street, Wilmington, County of New Castle, Delaware.  The name of
the resident agent in charge thereof shall be the Corporation Trust
Company.


     Section 2.  Other Offices.  The Corporation may also have an
office or offices other than said principal office at such place or
places, either within or without the Sate of Delaware, as the Board
shall from time to time determine or the business of the
Corporation may require.
                              ARTICLE IX
                              FISCAL YEAR
     The fiscal year of the Corporation shall be January 1 to
December 31 of each year.
                               ARTICLE X
                                 SEAL
     The Board shall provide a corporate seal, which shall be in
the form of two concentric circles and bear the name of the
Corporation and the words and figures "Corporate Seal 1971
Delaware."
                              ARTICLE XI
                              AMENDMENTS
     The Board shall have the power to amend these By-Laws by a
majority vote.  Notwithstanding anything contained in these By-Laws
to the contrary, the stockholders may amend these By-Laws, but only
by an affirmative vote of sixty-six and two-thirds percent (66
2/3%) of the voting power of all shares of the Corporation entitled
to vote, except when stockholders are required to vote by class, in
which event sixty-six and two-thirds percent (66 2/3%) of the
voting power of that class shall be required.

Legal/ByLaws.3