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                                                                     EXHIBIT 3.1




                                    BY-LAWS

                                       OF

                            DANIEL INDUSTRIES, INC.

                       (as amended through June 1, 1997)



                                   ARTICLE I

                            MEETINGS OF STOCKHOLDERS



       SECTION 1.1.  PLACE OF MEETINGS.  All meetings of stockholders shall be
held at such place, either within or without the State of Delaware, as shall be
determined from time to time by the Board of Directors.

       SECTION 1.2.  ANNUAL MEETINGS.  The annual meeting of stockholders shall
be held at such date and time as shall be determined from time to time by the
Board of Directors.  The annual meeting shall be held for the purpose of
electing directors in accordance with Article X of the Certificate of
Incorporation and transacting such other business as may be properly brought
before the meeting.

       SECTION 1.3. SPECIAL MEETINGS.  Special meetings of stockholders may be
called only by the Board of Directors.  The Board of Directors shall determine
the date and time of each special meeting of stockholders.  The business
transacted at any special meeting of stockholders shall be limited to the
purposes stated in the notice of that meeting.

       SECTION 1.4.  NOTICE OF MEETINGS.  Written notice of each meeting of
stockholders, stating



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the time and place and purpose or purposes thereof, shall be given to each
stockholder entitled to vote at the meeting, within the time prescribed by
statute.

       SECTION 1.5.  QUORUM.  The holders of a majority of the shares entitled
to vote thereat, present in person or represented by proxy, shall constitute a
quorum at any meeting of stockholders except as otherwise provided by statute.
The holders of a majority of the shares entitled to vote thereat, present in
person or represented by proxy, whether or not a quorum is present, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented.
If the adjournment is for more than 30 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.  At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted that might have been transacted at
the meeting as originally notified.

       SECTION 1.6.  VOTING.  When a quorum is present or represented at any
meeting of stockholders, the affirmative vote of the holders of a majority of
the shares present in person or represented by proxy at the meeting and
entitled to vote on the subject matter shall be the act of the stockholders in
all matters, including the election of directors, unless the matter is one upon
which, by express provision of the statutes, of the Certificate of
Incorporation or of these by-laws, a different vote is required, in which case
such express provision shall govern and control the decision of that matter.
Every stockholder having the right to vote shall be entitled to vote in person,
or by proxy appointed by an instrument in writing subscribed by such
stockholder, bearing a date not more than three years prior to voting, unless
such instrument provides for a longer





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period, and filed with the Secretary of the corporation before, or at the time
of, the meeting.  If such instrument shall designate two or more persons to act
as proxies, unless such instrument shall provide to the contrary, a majority of
such persons present at any meeting at which their powers thereunder are to be
exercised shall have and may exercise all the powers of voting thereby
conferred.

       SECTION 1.7.  CONSENTS OF STOCKHOLDERS.  As provided in Article VI of
the Certificate of Incorporation, the right of stockholders of the corporation
to take action by a consent in writing is denied.

                                   ARTICLE II

                               BOARD OF DIRECTORS

       SECTION 2.1.  POWERS.  The business and affairs of the corporation shall
be managed under the direction of its Board of Directors, which may exercise
all powers of the corporation and do all lawful acts and things as are not by
statute or by the Certificate of Incorporation or by these by-laws required to
be exercised or done by the stockholders.

       SECTION 2.2.  NUMBER AND CLASSIFICATION.  The number of directors shall
be fixed in the manner provided by, and the directors shall be divided into
classes in accordance with, Article X of the Certificate of Incorporation.  The
number of directors so fixed shall constitute the total number of directors of
the corporation.

       SECTION 2.3.  CHAIRMAN OF THE BOARD.  Annually the Board of Directors
shall elect from among its members a person to serve as Chairman of the Board
of Directors until his successor is elected and duly qualified.  The Chairman
shall preside at all meetings of the Board of Directors,





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and he shall have such other authority and perform such other duties as may be
determined from time to time by resolution of the Board of Directors not
inconsistent with these by-laws.  If the Chairman of the Board of Directors
shall have been last designated as Chief Executive Officer, then he also shall
have the authority and perform the duties appertaining to that designation, as
specified in Section 5.6 of these by-laws.

       SECTION 2.4.  REMOVAL.  A director may not be removed except in
accordance with Article X of the Certificate of Incorporation.

       SECTION 2.5.  ANNUAL MEETINGS.  The annual meeting of the Board of
Directors shall be held each year, without other notice than this by-law, at
the place of, and immediately following, the annual meeting of stockholders.
However, if a majority of the whole Board of Directors shall so consent in
writing, such regular meeting may be held at such time and place as shall be
fixed by such consent, and the Secretary shall give notice of such regular
meeting, stating such time and place, in the manner required by these by-laws.

       SECTION 2.6.  OTHER MEETINGS.  Other meetings of the Board of Directors
may be called by the Chairman of the Board of Directors, the President or any
two directors.  Except as provided in Section 2.5 of these by-laws, notice of
each meeting of the Board of Directors stating the time and place of the
meeting shall be given not less than seventy-two hours before the time of the
meeting, by or at the direction of the person or persons calling the meeting,
to each director.  If the person or persons calling the meeting shall instruct
the Secretary or any Assistant Secretary to give such notice, then the
Secretary or such Assistant Secretary shall promptly do so in the manner
required by these by-laws.





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       SECTION 2.7.  WAIVER OF NOTICE.  The attendance of a director at any
meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the purpose of objecting to the transaction of
any business because the meeting is not lawfully called or convened.  Neither
the business to be transacted at, nor the purpose of, any meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting.

       SECTION 2.8.  QUORUM.  A majority of the total number of directors,
determined in accordance with Section 2.2 of these by-laws, shall constitute a
quorum for the transaction of business at any meeting of the Board of
Directors, and the vote of a majority of the directors present at a meeting at
which there is a quorum shall be the act of the Board of Directors unless the
Certificate of Incorporation or these by-laws shall require a vote of a greater
number of directors.  If a quorum shall not be present at any meeting of the
Board of Directors, a majority of 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.

       SECTION 2.9.  ACTION BY CONSENT OF DIRECTORS.  Any action required or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if a consent in writing, setting forth the action so taken,
is signed by all of the directors.

       SECTION 2.10.  COMPENSATION OF DIRECTORS.  The Board of Directors,
irrespective of any personal interest of any of its members, shall have
authority to fix the compensation of all directors for services to the
corporation as directors, as members of one or more committees of the Board of
Directors, as officers, or otherwise.





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                                  ARTICLE III

                            COMMITTEES OF DIRECTORS

       SECTION 3.1.  DESIGNATION, POWERS AND NAME.  The Board of Directors may,
by resolution passed by a majority of the whole Board of Directors, designate
one or more committees, including, if they shall so determine, an Executive
Committee, each such 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 such committee.  In the absence or disqualification of
any member of a committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of any such absent or disqualified member.

       SECTION 3.2.  MEETINGS OF AND ACTION BY COMMITTEES.  Except as otherwise
provided in the resolution pursuant to which a particular committee of the
Board of Directors was designated, (i) meetings of such committee may be held
within or without the State of Delaware and may be called by any member
thereof, (ii) notice of each meeting of such committee stating the time and
place of the meeting shall be given not less than forty-eight hours before the
time of the meeting, by or at the direction of the person or persons calling
the meeting, to each member of such committee, and if the person or persons
calling the meeting shall instruct the Secretary or any Assistant Secretary to
give such notice, then the Secretary or such Assistant Secretary shall promptly
do so in the manner required by these by-laws, (iii) attendance of a director
at any meeting of such committee shall constitute a waiver of notice of such
meeting, except where a





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director attends a meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened, (iv) neither the business to be transacted at, nor the
purpose of, any meeting of such committee need be specified in the notice or
waiver of notice of such meeting, (v) at all meetings of such committee, a
majority of the number of directors comprising such committee, as fixed by such
resolution, shall constitute a quorum for the transaction of business, (vi) the
vote of a majority of the members present at a meeting of such committee at
which there is a quorum shall be the act of such committee, and (vii) if a
quorum shall not be present at any meeting of such committee, a majority of the
members present at such meeting may adjourn such meeting from time to time,
without notice other than announcement at such meeting, until a quorum shall be
present.  The Board of Directors, by resolution adopted by a majority of the
whole Board of Directors may amend or repeal the resolution pursuant to which
any committee of the Board of Directors was designated, may remove any member
of any committee, and may fill any vacancy occurring on any committee.  Each
committee of directors shall keep regular minutes of its proceedings and report
the same to the Board of Directors when requested to do so.

       SECTION 3.3.  ACTION BY CONSENT.  Any action required or permitted to be
taken at any meeting of any committee of the Board of Directors may be taken
without a meeting if a consent in writing, setting forth the action so take, is
signed by all of the members of such committee.

                                   ARTICLE IV

                                     NOTICE

       SECTION 4.1.  METHODS OF GIVING NOTICE.  Whenever under the provisions
of the statutes,





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the Certificate of Incorporation or these by-laws, notice is required to be
given to any director, member of any committee or stockholder, such notice
shall be in writing and delivered personally or mailed to such director, member
or stockholder; provided that in the case of a director or a member of any
committee such notice may be given orally or by telephone or telegram.  If
mailed, notice to a director, member of a committee or stockholder shall be
deemed to be given when deposited in the United States mail first class in a
sealed envelope, with postage thereon prepaid, addressed, in the case of a
stockholder, to the stockholder at the stockholder's address as it appears on
the records of the corporation or, in the case of a director or a member of a
committee, to such person at his business or home address.  If sent by
telegraph, notice to a director or member of a committee shall be deemed to be
given when the telegram, so addressed, is delivered to the telegraph company.

       SECTION 4.2.  WRITTEN WAIVER.  Whenever any notice is required to be
given under the provisions of the statutes, the Certificate of Incorporation or
these by-laws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.

                                   ARTICLE V

                                    OFFICERS

       SECTION 5.1.  OFFICERS.    The officers of the corporation shall be a
Chief Executive Officer, President, one or more Vice Presidents, a Secretary
and a Treasurer, each of whom shall be elected by the Board of Directors. The
Board of Directors may elect or appoint other officers and agents, including
Assistant Secretaries and Assistant Treasurers, who shall hold their offices





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for such terms and shall exercise such powers and perform such duties as shall
be determined by

the Board of Directors.  Any two or more offices, other than the offices of
President and Secretary, may be held by the same person.

       SECTION 5.2.  TERM OF OFFICE.  Each officer shall hold office until his
successor is elected by the Board of Directors or until his earlier death,
resignation or removal from office.

       SECTION 5.3.  REMOVAL AND RESIGNATION. Any officer or agent elected or
appointed by the Board of Directors may be removed without cause by the Board
of Directors whenever, in its sole judgment, the best interests of the
corporation shall be served thereby, but such removal shall be without
prejudice to the contractual rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not of itself create
contract rights.  Any officer may resign at any time by giving written notice
to the corporation.  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 5.4.  VACANCIES.  Any vacancy occurring in any office of the
corporation by death, resignation or removal from office may be filled only by
the Board of Directors.

       SECTION 5.5.  SALARIES.  The salaries of all officers of the corporation
shall be fixed by the Board of Directors or pursuant to its direction.  No
officer shall be prevented from receiving a salary by reason of his also being
a director.

       SECTION 5.6.  CHIEF EXECUTIVE OFFICER.  The Board of Directors shall
designate either the Chairman of the Board of Directors or the President as the
Chief Executive Officer of the corporation, and the person last so designated
shall be the Chief Executive Officer of the corporation until a successor Chief
Executive Officer is designated by the Board of Directors or





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until such person ceases to hold the office held by him at the time of such
designation.  The Chief Executive Officer shall be the principal executive
officer of the corporation for the purposes of all filings by the corporation
with the United States Securities and Exchange Commission, shall preside at all
meetings of stockholders, shall have general and active management of the
business of the corporation, and shall see that all resolutions of the Board of
Directors are carried into effect.  The Board of Directors may change the
designation of Chief Executive Officer at any time, but no such change shall
constitute removal of any person from the office of Chairman of the Board of
Directors or President, as the case may be.  If the Chairman of the Board of
Directors shall have been last designated as Chief Executive Officer, then in
the absence or disability of the Chairman of the Board of Directors, the
President shall perform the duties and have the authority of the Chief
Executive Officer.  If the President shall have been last designated as Chief
Executive Officer, then in the absence or disability of the President, the
Chairman of the Board of Directors shall perform the duties and have the
authority of the Chief Executive Officer.

       SECTION 5.7.   PRESIDENT.  The President shall be the Chief Operating
Officer of the corporation, and he shall have general supervision of the day-
to-day operations of the corporation's several industry segments.  Unless the
Board of Directors shall have designated a particular officer of the
corporation as Chief Financial Officer, then the President shall be the
Principal Financial Officer of the corporation for purposes of all filings by
the corporation with the United States Securities and Exchange Commission.  The
President shall have such other authority and perform such other duties as may
be determined from time to time by resolution of the Board of Directors not
inconsistent with these by-laws.  If the President shall have been last
designated as Chief Executive Officer, then he also shall have the authority
and perform the duties





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appertaining to that designation, as specified in Section 5.6 of these by-laws.

       SECTION 5.8.  VICE PRESIDENTS.  The Vice Presidents shall have such
authority and perform such duties as may be determined from time to time by
resolution of the Board of Directors not inconsistent with these by-laws or as
the Chairman of the Board of Directors or the President may from time to time
delegate.  The Board of Directors may, at the time of the election of any Vice
President of the corporation, designate such Vice President a "Senior Vice
President" or "Executive Vice President" of the corporation or designate such
Vice President by reference to a principal business function, such as "Finance"
or "Administration".

       SECTION 5.9.  SECRETARY.  The Secretary shall attend all meetings of the
Board of Directors and all meetings of the stockholders and shall record all of
the proceedings of such meetings in minute books to be kept for that purpose.
If any member of any committee of the Board of Directors shall so request, the
Secretary shall perform like duties in respect of the proceedings of meetings
of such committee.  If requested by any person or persons having authority to
call such a meeting, the Secretary shall give, or cause to be given, notice of
each meeting of the Board of Directors and notice of each meeting of
stockholders, such notice to be given promptly in the manner required by these
by-laws.  The Secretary shall keep in safe custody the seal of the corporation
and, when authorized by the Board of Directors, shall affix the same to any
instrument requiring it.  The Secretary shall have such other authority and
perform such other duties as may be determined from time to time by resolution
of the Board of Directors not inconsistent with these by-laws or as the Chief
Executive Officer may from time to time delegate.

       SECTION 5.10.  ASSISTANT SECRETARY. The Assistant Secretary shall, in
the absence or disability of the Secretary, have the authority and perform the
duties of the Secretary.  He shall





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have such other authority and perform such other duties as may be determined
from time to time by resolution of the Board of Directors not inconsistent with
these by-laws or as the Secretary may from time to time delegate.

       SECTION 5.11.  TREASURER.   The Treasurer shall have custody of the
corporate funds and securities and shall keep full and accurate accounts and
records of receipts, disbursements and other transactions in books belonging to
the corporation.  He 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.  He shall disburse the funds of the
corporation as and when ordered by the Board of Directors, taking proper
vouchers for such disbursements, and shall render to the Chief Executive
Officer and to the Board of Directors, when the Chief Executive Officer or the
Board of Directors so requires, an account of all his transactions as Treasurer
and of the financial condition of the corporation.  The Treasurer shall have
such other authority and perform such other duties as may be determined from
time to time by resolution of the Board of Directors not inconsistent with
these by-laws or as the Chief Executive Officer may from time to time delegate.


       SECTION 5.12.  ASSISTANT TREASURER.  The Assistant Treasurer shall, in
the absence or disability of the Treasurer, have the authority and perform the
duties of the Treasurer.  He shall have such other authority and perform such
other duties as may be determined from time to time by resolution of the Board
of Directors not inconsistent with these by-laws or as the Treasurer may from
time to time delegate.





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                                   ARTICLE VI

                              CHECKS AND DEPOSITS

       SECTION 6.1.  CHECKS, ETC. All checks, demands, drafts or other orders
for the payment of money, notes or other evidences of indebtedness issued in
the name of the corporation shall be signed by such officer or officers or such
agent or agents of the corporation, and in such manner, as shall be determined
by the Board of Directors.

       SECTION 6.2.  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 of Directors
may select.

                                    ARTICLE VII

                             CERTIFICATES OF STOCK

       SECTION 7.1. ISSUANCE.  Each stockholder of the corporation shall be
entitled to a certificate or certificates showing the number of shares of stock
registered in his name on the books of the corporation.  The certificates shall
be in such form as may be determined by the Board of Directors, shall be issued
in numerical order and shall be entered in the books of the corporation as they
are issued.  They shall exhibit the holder's name and number of shares and
shall be signed by the President or a Vice President and by the Secretary or an
Assistant Secretary, provided that such signatures may be facsimile.  All
certificates surrendered to the corporation's transfer agent for transfer shall
be canceled, and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered and
canceled,





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except that in the case of a lost, stolen, destroyed or mutilated certificate a
new one may be issued therefor upon such terms and with such indemnity, if any,
to the corporation as the Board of Directors may prescribe.  Unless otherwise
provided in the resolution or resolutions of the Board of Directors providing
for the issuance of shares of Preferred Stock of the corporation of a
particular series, certificates shall not be issued representing fractional
shares of stock.

       SECTION 7.2.  LOST CERTIFICATES.  The Board of Directors may direct a
new certificate or certificates to be issued in place of any certificate or
certificates 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 or certificates, 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
certificates, or his legal representative, to advertise the same in such manner
as it shall require 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 or certificates alleged to have been lost,
stolen or destroyed, or both.

       SECTION 7.3.  REGISTERED STOCKHOLDERS.  The corporation shall be
entitled to treat the holder of record of any share or shares of stock as the
holder in fact thereof and, accordingly, 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 the laws of the State of Delaware.





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                                  ARTICLE VIII

                                   DIVIDENDS

       SECTION 8.1.  DECLARATION.  Dividends upon the stock of the corporation
may be declared by the Board of Directors at any regular or special meeting.
Dividends may be paid in cash, in property or in shares of stock.

       SECTION 8.2.  RESERVE.  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 their absolute discretion,
think 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 such other purpose as the Board of Directors shall think conducive to the
interest of the corporation.

                                   ARTICLE IX

                                INDEMNIFICATION

       SECTION 9.1.  THIRD PARTY ACTIONS.  The corporation shall indemnify any
natural person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, 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
or officer of the corporation, or is or was serving at the request of the
corporation as a director or officer or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgements, fines and amounts paid in settlement





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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 reasonable 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
preceding by judgement, order, settlement or 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
believed 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 9.2.  ACTIONS BY OR IN THE RIGHT OF THE CORPORATION.  The
corporation shall indemnify any natural 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 or officer 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 and 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





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case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.

       SECTION 9.3.  DETERMINATION OF CONDUCT. The determination whether an
officer, director or agent has met the applicable standard of conduct set forth
in Sections 9.1 and 9.2 (unless indemnification is ordered by a court) shall be
made (1) 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 (2) if
such quorum is not obtainable, or even if obtainable a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion, or (3)
by the stockholders.

       SECTION 9.4.  PAYMENT OF EXPENSES IN ADVANCE.  Expenses incurred by an
officer, director or agent in defending a civil or criminal action, suit or
proceeding for which such person may  be entitled to indemnity under this
Article IX shall 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 or agent to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified under this
Article IX.

       SECTION 9.5.  DEFINITIONS. For purposes of this Article IX, references
to Athe 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 and
officers, so that any person who is or who was a director or officer of such
constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this Article IX with respect to the resulting
or surviving corporation as he





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would have with respect to such constituent corporation  if its separate
existence had continued.  For purposes of this Article IX, 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 or officer of the corporation that
imposes duties on, or involves services by, such director or officer 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 best interest of the participants and beneficiaries in the employee benefit
plan shall be deemed to have acted in a manner Anot opposed to the best
interests of the corporation@ as referred to in this Article IX.

       SECTION 9.6.  INDEMNITY NOT EXCLUSIVE.  The indemnification and
advancement of expenses provided by this Article IX shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any agreement, vote of
stockholders, vote of disinterested directors, insurance arrangement or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office.

       SECTION 9.7 CONTINUATION.  The indemnification and advancement of
expenses provided by this Article IX shall continue as to a person who has
ceased to be a director or officer and shall inure to the benefit of the heirs,
executors and administrators of such a person.

       SECTION 9.8.  NO FURTHER AUTHORIZATION REQUIRED.  This Article IX is
intended to make mandatory the indemnification permitted by Section 145 of the
Delaware General Corporation Law.  This Article IX shall be deemed to
constitute the authorization required by subsection (d) of said Section 145,
and no further authorization by the Board of Directors or the stockholders of





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the corporation shall be necessary in any specific case if the indemnification
or advancement of expenses referred to in this Article IX is, by the terms of
this Article IX, required to be afforded in that case.



                                   ARTICLE X

                     BY-LAW AMENDMENTS: APPLICATION OF Section 203

                    OF THE DELAWARE GENERAL CORPORATION LAW

       SECTION 10.1.  CERTIFICATE OF INCORPORATION TO GOVERN.  These by-laws
may not be adopted, amended or repealed otherwise than in accordance with
Article VI of the Certificate of Incorporation, provided that Section 10.2 of
these by-laws may not be further amended by the Board of Directors.

       SECTION 10.2.  NO APPLICATION OF Section 203.  The corporation hereby 
expressly elects not to be governed by Section 203 of the Delaware General
Corporation Law entitled "Business Combinations with Interested Stockholders".





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