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                                 TABLE OF CONTENTS

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                                                                                 Page No.
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ARTICLE I - Offices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1

     Section 1.  Registered Office . . . . . . . . . . . . . . . . . . . . . . .    1
     Section 2.  Other Offices . . . . . . . . . . . . . . . . . . . . . . . . .    1

ARTICLE II - Meetings of Stockholders. . . . . . . . . . . . . . . . . . . . . .    1

     Section 1.  Place of Meetings . . . . . . . . . . . . . . . . . . . . . . .    1
     Section 2.  Annual Meeting of Stockholders. . . . . . . . . . . . . . . . .    1
     Section 3.  Quorum; Adjourned Meetings and Notice Thereof . . . . . . . . .    1
     Section 4.  Voting. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2
     Section 5.  Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2
     Section 6.  Special Meetings. . . . . . . . . . . . . . . . . . . . . . . .    2
     Section 7.  Notice of Stockholders' Meetings. . . . . . . . . . . . . . . .    2
     Section 8.  Waiver of Notice. . . . . . . . . . . . . . . . . . . . . . . .    3
     Section 9.  Maintenance and Inspection of Stockholder List. . . . . . . . .    3
     Section 10. Stockholder Action by Written Consent Without a Meeting . . . .    3
     Section 11. Inspectors of Election. . . . . . . . . . . . . . . . . . . . .    3
     Section 12. Procedure for Stockholders' Meetings. . . . . . . . . . . . . .    4
     Section 13. Order of Business . . . . . . . . . . . . . . . . . . . . . . .    4
     Section 14. Procedures for Bringing Business before an Annual Meeting . . .    4
     Section 15. Procedures for Nominating Directors . . . . . . . . . . . . . .    5

ARTICLE III - Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6

     Section 1.  Number and Qualification of Directors . . . . . . . . . . . . .    6
     Section 2.  Election and Term of Office . . . . . . . . . . . . . . . . . .    6
     Section 3.  Resignation and Removal of Directors. . . . . . . . . . . . . .    7
     Section 4.  Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . .    7
     Section 5.  Powers. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    8
     Section 6.  Place of Directors' Meetings. . . . . . . . . . . . . . . . . .    8
     Section 7.  Regular Meetings. . . . . . . . . . . . . . . . . . . . . . . .    8
     Section 8.  Special Meetings. . . . . . . . . . . . . . . . . . . . . . . .    8
     Section 9.  Quorum. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    8
     Section 10. Action Without Meeting. . . . . . . . . . . . . . . . . . . . .    9
     Section 11. Telephonic Meetings . . . . . . . . . . . . . . . . . . . . . .    9
     Section 12. Meetings and Action of Committees . . . . . . . . . . . . . . .    9
     Section 13. Special Meetings of Committees. . . . . . . . . . . . . . . . .    9
     Section 14. Minutes of Committee Meetings . . . . . . . . . . . . . . . . .   10
     Section 15. Compensation of Directors . . . . . . . . . . . . . . . . . . .   10
     Section 16. Indemnification . . . . . . . . . . . . . . . . . . . . . . . .   10

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ARTICLE IV - Officers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11

     Section 1.  Officers. . . . . . . . . . . . . . . . . . . . . . . . . . . .   11
     Section 2.  Election of Officers. . . . . . . . . . . . . . . . . . . . . .   11
     Section 3.  Subordinate Officers. . . . . . . . . . . . . . . . . . . . . .   11
     Section 4.  Removal and Resignation of Officers . . . . . . . . . . . . . .   12
     Section 5.  Vacancies in Offices. . . . . . . . . . . . . . . . . . . . . .   12
     Section 6.  Chairman of the Board . . . . . . . . . . . . . . . . . . . . .   12
     Section 7.  Vice Chairman of the Board. . . . . . . . . . . . . . . . . . .   12
     Section 8.  President . . . . . . . . . . . . . . . . . . . . . . . . . . .   12
     Section 9.  Vice Presidents . . . . . . . . . . . . . . . . . . . . . . . .   12
     Section 10. Secretary . . . . . . . . . . . . . . . . . . . . . . . . . . .   12
     Section 11. Chief Financial Officer . . . . . . . . . . . . . . . . . . . .   13
     Section 12. Treasurer and Controller. . . . . . . . . . . . . . . . . . . .   13

ARTICLE V - Certificates of Stock. . . . . . . . . . . . . . . . . . . . . . . .   13

     Section 1.  Certificates. . . . . . . . . . . . . . . . . . . . . . . . . .   13
     Section 2.  Signature on Certificates . . . . . . . . . . . . . . . . . . .   14
     Section 3.  Statement of Stock Rights, Preferences, Privileges. . . . . . .   14
     Section 4.  Lost Certificates . . . . . . . . . . . . . . . . . . . . . . .   14
     Section 5.  Transfers of Stock. . . . . . . . . . . . . . . . . . . . . . .   14
     Section 6.  Fixing Record Date. . . . . . . . . . . . . . . . . . . . . . .   14
     Section 7.  Registered Stockholders . . . . . . . . . . . . . . . . . . . .   15

ARTICLE VI - General Provisions - Dividends. . . . . . . . . . . . . . . . . . .   15

     Section 1.  Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . .   15
     Section 2.  Payment of Dividends; Directors' Duties . . . . . . . . . . . .   15
     Section 3.  Checks. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   15
     Section 4.  Corporate Contracts and Instruments . . . . . . . . . . . . . .   15
     Section 5.  Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . .   16
     Section 6.  Manner of Giving Notice . . . . . . . . . . . . . . . . . . . .   16
     Section 7.  Waiver of Notice. . . . . . . . . . . . . . . . . . . . . . . .   16
     Section 8.  Annual Statement. . . . . . . . . . . . . . . . . . . . . . . .   16

ARTICLE VII - Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . .   17

     Section 1.  Amendment by Directors. . . . . . . . . . . . . . . . . . . . .   17
     Section 2.  Amendments by Stockholders. . . . . . . . . . . . . . . . . . .   17
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                                   BYLAWS
                                     OF
                             BJ SERVICES COMPANY


                                  ARTICLE I
                                       
                                   Offices
                                          
     Section 1. The registered office shall be in the City of Wilmington, County
of New Castle, State of Delaware.

     Section 2. 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 or the business of the Corporation may require.

                                  ARTICLE II
                                          
                           Meetings of Stockholders

     Section 1. All meetings of the stockholders shall be held at such place
either 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.
     
     Section 2. An annual meeting of stockholders shall be held on the fourth
Thursday in January in each year, if not a legal holiday, and if a legal
holiday, then on the next business day following, at 2:00 p.m. or at such other
date and time as may be determined from time to time by resolution adopted by
the Board of Directors, for the purpose of electing, subject to Article III,
Section 17 hereof, one class of the directors of the Corporation, and
transacting such other business as may properly be brought before the meeting.

     Section 3. A majority of the stock issued and outstanding and entitled to
vote at any meeting of stockholders, the holders of which are present in person
or represented by proxy, without regard to class or series, shall constitute a
quorum for the transaction of business except as otherwise provided by law, by
the Certificate of Incorporation of the Corporation (the "Certificate of
Incorporation"), or by these Bylaws.  A quorum, once established, shall not be
broken by the withdrawal of enough votes to leave less than a quorum and the
votes present may continue to transact business until adjournment provided that
any action taken (other than adjournment) is approved by at least a majority of
the shares required to constitute a quorum.  If, however, such quorum shall not
be present or represented at any meeting of the stockholders, a majority of the
voting stock represented in person or by proxy may adjourn the meeting from


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time to time, without notice other than announcement at the meeting, 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.  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 thereat.

     Section 4. When a quorum is present at any meeting, the vote of the holders
of a majority of the stock having voting power present in person or represented
by proxy and entitled to vote shall decide any question brought before such
meeting, unless the question is one upon which by express provision of the
statutes or the Certificate of Incorporation or these Bylaws, a different vote
is required, in which case such express provision shall govern and control the
decision of such question.

     Section 5. At each meeting of the stockholders, each stockholder having the
right to vote may vote in person or may authorize another person or persons to
act for him by proxy appointed by an instrument in writing subscribed by such
stockholder and bearing a date not more than three years prior to said meeting,
unless said instrument provides for a longer period.  All proxies must be filed
with the Secretary of the Corporation at the beginning of each meeting in order
to be counted in any vote at the meeting.  A proxy shall be deemed signed if the
stockholder's name is placed on the proxy (whether by manual signature,
telegraphic transmission or otherwise) by the stockholder or the stockholder's
attorney in fact.  Except as otherwise set forth in the Certificate of
Incorporation, each stockholder shall have one vote for each share of stock
having voting power, registered in his name on the books of the Corporation on
the record date set by the Board of Directors as provided in Article V, Section
6 hereof.

     Section 6. Special meetings of the stockholders, for any purpose, or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called at any time by the Board of Directors or by a
committee of the Board of Directors and whose powers and authority, as provided
in a resolution of the Board of Directors or in these Bylaws, include the power
to call meetings.  Special meetings of stockholders of the corporation may not
be called by any other person or persons.  Business transacted at any special
meeting of stockholders shall be limited to the purposes stated in the notice.

     Section 7. Any notice requested to be given to stockholders by statute, the
Certificate of Incorporation or these Bylaws, including notice of any meeting of
stockholders, shall be given personally, by first-class mail or by telegraphic
communication, charges prepaid, addressed to the stockholder at the address of
such stockholder appearing on the books of the Corporation or given by the
stockholder to the Corporation for the purpose of notice.  If no such address
appears on the Corporation's books or has been so given, notice shall be deemed
to have been given if sent by first class mail or telegraphic communication to
the Corporation's principal executive office, or if published at least once in a
newspaper of general circulation in the county where such principal executive
office is located.  Notice shall be deemed to have been given at the time when
delivered personally or deposited in the mail or sent by telegram.

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     If any notice addressed to a stockholder at the address of such stockholder
appearing on the books of a Corporation is returned to the Corporation by the
United States Postal Service marked to indicate that the United States Postal
Service is unable to deliver the notice to the stockholder at such address, all
further notices shall be deemed to have been duly given without further mailing
if the same shall be available to the stockholder upon written demand of the
stockholder at the principal executive office of the Corporation for a period of
one year from the date of the giving of such notice.

     Section 8. Attendance of a person at a meeting shall constitute a waiver of
notice to such person of such meeting, except when the person objects at the
beginning of the meeting to the transaction of any business because the meeting
is not lawfully called or convened, or objects to the consideration of matters
not included in the notice of the meeting.

     Section 9. The officer or agent 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 prior to the meeting, either at a place within 
the city where their 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 open at the 
time and place of the meeting during the whole time thereof, and may be 
inspected by any stockholder who is present.  The stock ledger of the 
Corporation shall be the only evidence as to who are the stockholders 
entitled to examine such list or to vote at any meetings of stockholders.

     Section 10.  No action shall be taken by stockholders except at an annual
or special meeting of stockholders, and stockholders may not act by written
consent.

     Section 11. Before any meeting of stockholders, the Board of Directors may
appoint any persons other than nominees for office to act as inspectors of
election at the meeting or its adjournment.  If no inspectors of election are so
appointed, the chairman of the meeting may, and on the request of any
stockholder or a stockholder's proxy shall, appoint inspectors of election at
the meeting.  The number of inspectors shall be either one or three.  If
inspectors are appointed at a meeting on the request of one or more stockholders
or proxies, the holders of a majority of shares or their proxies present at the
meeting shall determine whether one or three inspectors are to be appointed.  If
any person appointed as inspector fails to appear or fails or refuses to act,
the chairman of the meeting may, and upon the request of any stockholder or a
stockholder's proxy shall, appoint a person to fill such vacancy.

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The duties of these inspectors shall be as follows:

     (a)  Determine the number of shares outstanding and the voting power of
each, the shares represented at the meeting, the existence of a quorum, and the
authenticity, validity and effect of proxies;

     (b)  Receive votes or ballots;

     (c)  Hear and determine all challenges and questions in any way arising in
connection with the right to vote;

     (d)  Count and tabulate all votes;

     (e)  Determine when the polls shall close;

     (f)  Determine the results; and

     (g)  Do any other acts that may be proper to conduct the election or vote
with fairness to all stockholders.

     Section 12.  Meetings of the stockholders shall be presided over by the
Chairman of the Board of Directors, or in his absence, by the Vice Chairman, the
President or by any Vice President, or, in the absence of any of such officers,
by a chairman to be chosen by a majority of the stockholders entitled to vote at
the meeting who are present in person or by proxy.  The Secretary, or, in his
absence, any person appointed by the Chairman, shall act as secretary of all
meetings of the stockholders.

     Section 13.  The order of business at all meetings of stockholders shall be
as determined by the chairman of the meeting.

     Section 14.  Notwithstanding anything in these Bylaws to the contrary, no
business shall be conducted at an annual meeting of the stockholders except in
accordance with the procedures hereinafter set forth in this Section 14;
provided, however, that nothing in this Section 14 shall be deemed to preclude
discussion by any stockholder of any business properly brought before the annual
meeting in accordance with said procedures.

     At an annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting.  To be
properly brought before an annual meeting, business must be (1) specified in the
notice of meeting (or any supplement thereto) given by or at the direction of
the Board, (2) otherwise properly brought before the meeting by or at the
direction of the Board, or (3) otherwise properly brought before the meeting by
a stockholder.  In addition to any other applicable requirements, for business
to be properly brought before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the Secretary of
the Corporation.  To be timely, a stockholder's notice must be delivered to or

5

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mailed and received at the principal executive offices of the Corporation not
less than 90 days prior to the date of the anniversary of the annual meeting of
the Corporation's stockholders held in the prior year.  Any adjournment(s) or
postponement(s) of the original meeting whereby the meeting will reconvene
within 30 days from the original date shall be deemed for purposes of notice to
be a continuation of the original meeting and no business may be brought before
any such reconvened meeting unless timely notice of such business was given to
the Secretary of the Corporation for the meeting as originally scheduled.  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 brief description
of the business desired to be brought before the annual meeting and their
reasons for conducting such business at the annual meeting, (ii) the name and
record address of the stockholder proposing such business, (iii) the class and
number of shares of the Corporation which are beneficially owned by the
stockholder, and (iv) any material interest of the stockholder in such business.

     The Chairman of an annual meeting shall, if the facts warrant, determine
and declare to the meeting that business was not properly brought before the
meeting in accordance with the provisions of this Section 14, and if he should
so determine, he shall so declare to the meeting and any such business not
properly brought before the meeting shall not be transacted.

     Section 15.  Notwithstanding anything in these Bylaws to the contrary, only
persons who are nominated in accordance with the procedures hereinafter set
forth in this Section 15 shall be eligible for election as directors of the
Corporation.

     Nominations of persons for election to the Board of Directors of the
Corporation may be made at a meeting of stockholders only (1) by or at the
direction of the Board of Directors or (2) by any stockholder of the Corporation
entitled to vote for the election of directors at the meeting who complies with
the notice of procedures set forth in this Section 15.  Such nominations, other
than those made by or at the direction of the Board of Directors, shall be made
pursuant to timely notice in writing to the Secretary of the Corporation.  To be
timely, a stockholder's notice shall be delivered to or mailed and received at
the principal executive offices of the Corporation not less than 90 days prior
to the date of the anniversary of the annual meeting of the Corporation's
stockholders held in the prior year in the case of an annual meeting or, in the
case of a special meeting called by the Board of Directors (or by a committee of
the Board) for the purpose of electing directors, not more than 10 days
following the earlier of the date of notice of such special meeting or the date
on which a public announcement of such meeting is made.  Any adjournment(s) or
postponement(s) of the original meeting whereby the meeting will reconvene
within 30 days from the original date shall be deemed for purposes of notice to
be a continuation of the original meeting and no nominations by a shareholder of
persons to be elected directors of the Corporation may be made at any such
reconvened meeting other than pursuant to a notice that was timely for the
meeting on the date originally scheduled.  Such stockholder's notice shall set
forth: (i) as to each person whom the stockholder proposes to nominate for
election or re-election as a director, all information relating to such person
that is required to be disclosed in solicitations of proxies for election of
directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended, or any successor
regulation thereto 

6

<PAGE>

(including such person's written consent to being named in the proxy statement
as a nominee and to serving as a director if elected); and (ii) as to the
stockholder giving the notice (A) the name and address, as they appear on the
Corporation's books, of such stockholder, and (B) the class and number of shares
of the Corporation which are beneficially owned by such stockholder.  At the
request of the Board of Directors, any person nominated by the Board of
Directors for election as a director shall furnish to the Secretary of the
Corporation that information required to be set forth in a stockholder's notice
of nomination which pertains to the nominee.

     The Chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
procedures prescribed by this Section 15, and if he should so determine, he
shall so declare to the meeting and the defective nomination shall be
disregarded.

                                 ARTICLE III
                                          
                                  Directors
                                          
     Section 1. The Board of Directors shall consist of a minimum of four (4)
and a maximum of ten (10) directors.  The number of directors shall be fixed
from time to time within the minimum and the maximum number established by the
then elected Board of Directors.  The number of directors until changed by the
Board shall be seven (7).  The maximum number of directors may not be increased
by the Board of Directors to exceed ten (10) without the affirmative vote of 75%
of the members of the entire Board.  The directors need not be stockholders.  No
officer of the Corporation may serve on a board of directors of any company
having a present or retired employee on the Corporation's Board of Directors. 
No person associated with an organization whose services are contracted by the
Corporation shall serve on the Corporation's Board of Directors, provided
however that this prohibition may be waived by a majority of the members of the
whole Board if the Board in its judgment determines that such waiver would be in
the best interest of the Corporation.

     Section 2. The Board of Directors shall be divided into three classes,
Class I, Class II and Class III.  The number of directors in each class shall be
the whole number contained in the quotient arrived at by dividing the authorized
number of directors by three, and if a fraction is also contained in such
quotient then if such fraction is one-third (1/3), the extra director shall be a
member of Class III, and if the fraction is two-thirds (2/3), one of the extra
directors shall be a member of Class III and the other a member of Class II. 
Each director shall serve for a term ending on the date of the third annual
meeting following the annual meeting at which such director was elected;
provided, however, that the directors initially appointed to Class I shall serve
for a term ending on the date of the first annual meeting next following
September 30, 1990, the directors initially appointed to Class II shall serve
for a term ending on the date of the second annual meeting next following
September 30, 1990, and the directors initially appointed to Class III shall
serve for a term ending on the date of the third annual meeting next following
September 30, 1990.  One class of the directors shall be elected at each annual
meeting of the stockholders.  If any such annual meeting is not held or the
directors are not elected thereat, the directors may be 

7

<PAGE>

elected at any special meeting of stockholders held for that purpose.  All
directors shall hold office until their respective successors are elected and
qualified or until their earlier death, resignation or removal.

     Section 3. Directors who are employees of the Corporation must resign from
the Board of Directors at the time of any diminution in their duties or
responsibilities as an officer, at the time they leave the employ of the
Corporation for any reason or on their 70th birthday.  A director's term of
office shall automatically terminate on the date of the annual meeting of
stockholders following: (i) his 70th birthday, or (ii) any fiscal year in which
he has failed to attend at least 66% of the meetings of the Board of Directors
and any committees of the Board of Directors on which such director serves.  The
requirements of clause (i) of the preceding sentence shall not apply to a
director who is 71 years old and serving on the Corporation's Board of Directors
as of December 10, 1998; such person shall be eligible to serve as a director
until the Annual Meeting of Stockholders that takes place in the year 2000.  Any
director may be removed for cause by the holders of a majority of the shares of
the Corporation entitled to vote in the election of directors; stockholders may
not remove any director without cause.  The Board of Directors may not remove
any director for or without cause, and no recommendation by the Board of
Directors that a director be removed for cause may be made to the stockholders
except by the affirmative vote of not less than 75% of the members of the whole
Board; provided that the Board may remove any director who fails to resign as
required by the provisions of these Bylaws.

     Section 4. Except as otherwise provided by statute or the Certificate of 
Incorporation, in the case of any increase in the number of directors, such 
additional director or directors shall be proposed for election to terms of 
office that will most nearly result in each Class of directors containing 
one-third of the entire number of members of the whole Board, and, unless 
such position is to be filled by a vote of the stockholders at an annual or 
special meeting, shall be elected by a majority vote of the directors in such 
Class or Classes, voting separately by Class.  In the case of any vacancy in 
the Board of Directors, however created, the vacancy or vacancies shall be 
filled by majority vote of the directors remaining in the Class in which the 
vacancy occurs or, if only one such director remains, by such director.  In 
the event one or more directors shall resign, effective at a future date, 
such vacancy or vacancies shall be filled as provided herein.  Directors so 
chosen or elected shall hold office for the remaining term of the 
directorship to which appointed.  Any director elected or chosen as provided 
herein shall serve for the unexpired term of office or until his successor is 
elected and qualified or until his earlier death, resignation or removal.

     In the event of any decrease in the authorized number of directors, (a)
each director then serving as such shall nevertheless continue as a director of
the class of which he is a member until the expiration of his current term, or
his prior death, resignation or removal, and (b) the newly eliminated
directorships resulting from such decrease shall be apportioned by the board of

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directors to such class or classes as shall, so far as possible, bring the
number of directors in the respective classes into conformity with the formula
in Section 2 hereof as applied to the new authorized number of directors.

     Section 5. The property and business of the Corporation shall be managed by
or under the direction of its Board of Directors.  In addition to the powers and
authorities by these Bylaws expressly conferred upon them, the Board may
exercise all such powers of the corporation and do all such lawful acts and
things as are not by statute, by the Certificate of Incorporation or by these
Bylaws directed or required to be exercised or done by the stockholders.

                     Meetings of the Board of Directors

     Section 6. The directors may hold their meetings and have one or more
offices, and keep the books of the Corporation outside the state of Delaware.

     Section 7. Regular meetings of the Board of Directors may be held without
notice at such time and place as shall from time to time be determined by the
Board.  Except as otherwise provided by statute, any business may be transacted
at any regular meeting of the Board of Directors.

     Section 8. Special meetings of the Board of Directors may be called by 
the Chairman of the Board, the Vice Chairman or the President on at least 
forty-eight hours' notice to each director.  Special meetings shall be called 
by the President or the Secretary in like manner and on like notice on the 
written request of any two directors unless the Board consists of only one 
director, in which case special meetings shall be called by the President or 
Secretary in like manner and on like notice on the written request of the 
sole director.

     Section 9. At all meetings of the Board of Directors a majority of the
authorized number of directors shall be necessary and sufficient to constitute a
quorum for the transaction of business, and the vote 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, except as may be otherwise specifically provided by
statute, by the Certificate of Incorporation or by these Bylaws.  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 only one
director is authorized, such sole director shall constitute a quorum.  A meeting
at which a quorum is initially present may continue to transact business
notwithstanding the withdrawal of directors, if any action is approved by at
least a majority of the required quorum for such meeting.

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     Section 10.  Unless otherwise restricted by statute, the Certificate of
Incorporation or these Bylaws, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if 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 11. Unless otherwise restricted by the Certificate of Incorporation
or these Bylaws, members of the Board of Directors, or any committee designated
by 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 such meeting.

                           Committees of Directors

     Section 12.  The Board of Directors may, by resolution passed by a majority
of the whole Board, designate one or more committees, each such committee to
consist of one or more of the directors of the Corporation.  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.  If
no alternate members have been appointed, the committee 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 absent or
disqualified member.  The Board of Directors shall, by resolution passed by a
majority of the whole Board, designate one member of each committee as chairman
of such committee.  Any such committee, to the extent provided in the resolution
of the Board of Directors, 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, but no such committee shall have the power or
authority to authorize an amendment to the Certificate of Incorporation, adopt
an agreement of merger or consolidation, recommend to the stockholders the sale,
lease or exchange of all or substantially all of the Corporation's property and
assets, recommend to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, or amend the Bylaws of the Corporation; and, unless
the resolution or the Certificate of Incorporation expressly so provide, no such
committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock.

     Section 13.  Special meetings of committees may be called by the Chairman
of such committee, the Chairman of the Board or the President, on at least 48
hours notice to each member and alternate member.  Alternate members shall have
the right to attend all meetings of the committee.  The Board of Directors may
adopt rules for the government of any committee not inconsistent with the
provisions of these Bylaws.  If a committee is comprised of an odd number of
members, a quorum shall consist of a majority of that number.  If the committee
is comprised of an even number of members, a quorum shall consist of one-half of
that number.  If a committee is comprised of two members, a quorum shall consist
of both members.

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     Section 14.  Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when requested.

                        Compensation of Directors

     Section 15.  Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, the Board of Directors shall have the authority
to fix the compensation of directors.  The directors may be paid their expenses,
if any, of attendance at each meeting of the Board of Directors and may be paid
a fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as director.  No such payment shall preclude any director from serving
the Corporation in any other capacity and receiving compensation therefor. 
Members of special or standing committees may be allowed like compensation for
attending committee meetings.

                             Indemnification

     Section 16. (a) The Corporation shall indemnify every person who is or was
a party or is or was threatened to be made a party to any action, suit, or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was a director, officer, employee or agent of the
Corporation or any of its direct or indirect wholly-owned subsidiaries or, while
a director, officer, employee or agent of the Corporation or any of its direct
or indirect wholly-owned subsidiaries, is or was serving at the request of the
Corporation or any of its direct or indirect wholly-owned subsidiaries, as a
director, officer, employee, agent or trustee of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
against expenses (including counsel fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding, to the full extent permitted by applicable laws
provided that the Corporation shall not be obligated to indemnify any such
person against any such action, suit or proceeding which is brought by such
person against the Corporation or any of its direct or indirect wholly-owned
subsidiaries or the directors of the Corporation or any of its direct or
indirect wholly-owned subsidiaries, other than an action brought by such person
to enforce his rights to indemnification hereunder, unless a majority of the
Board of Directors of the Corporation shall have previously approved the
bringing of such action, suit or proceeding.  The Corporation shall indemnify
every person who is or was a party or is or was threatened to be made a party to
any action, suit, or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was licensed to practice law
and an employee (including an employee who is or was an officer) of the
Corporation or any of its direct or indirect wholly-owned subsidiaries and,
while acting in the course of such employment committed or is alleged to have
committed any negligent acts, errors or omissions in rendering professional
legal services at the request of the Corporation or pursuant to his employment
(including, without limitation, rendering written or oral legal opinions to
third parties) against expenses (including counsel fees), judgments, fines, and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding, to the full extent permitted by applicable
law; provided that the Corporation shall not be obligated to indemnify any 

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such person against any action, suit or proceeding arising out of any
adjudicated criminal, dishonest or fraudulent acts, errors or omissions of such
person or any adjudicated willful, intentional or malicious acts, errors or
omissions of such person.

     (b)  Expenses incurred by an officer or director of the Corporation or any
of its direct or indirect wholly-owned subsidiaries in defending a civil or
criminal action, suit or proceeding 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 such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the Corporation as authorized in this Section 16.  Such expenses incurred by
other employees and agents may be so paid upon such terms and conditions, if
any, as the Board of Directors deems appropriate.

     (c)  The indemnification and advancement of expenses provided by, or
granted pursuant to, this Section 16 shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under any provision of law, the Corporation's Certificate of
Incorporation, the Certificate of Incorporation or bylaws or other governing
documents of any direct or indirect wholly owned subsidiary of the Corporation,
or any agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding any of the positions or having any of the relationships referred
to in this Section 16.

                                 ARTICLE IV

                                  Officers

     Section 1. The officers of the Corporation shall be a Chairman of the
Board, a President, a Chief Financial Officer, a Vice President, a Secretary, a
Treasurer and a Controller.  The Corporation may also have, at the discretion of
the Board of Directors, a Vice Chairman of the Board, one or more additional
Vice Presidents, and such other officers as may be appointed in accordance with
the provisions of Section 3 of this Article.

     Section 2. The officers of the Corporation, except such officers as may be
appointed in accordance with the provisions of Section 3 or Section 5 of this
Article, shall be chosen by the Board of Directors, and each shall serve at the
pleasure of the Board, subject to the rights, if any, of any officer under any
contract of employment.

     Section 3. The Board of Directors may appoint, and may empower the
President to appoint, such other officers as the business of the Corporation may
require, each of whom shall hold office for such period, have such authority and
perform such duties as are provided in the Bylaws or as the Board of Directors
may from time to time determine.

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     Section 4. Any officer may be removed, either with or without cause, by the
Board of Directors, at any regular or special meeting thereof, or except in 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, provided that such
removal shall not prejudice the remedy of such officer for breach of any
contract of employment.

     Any officer may resign at any time by giving written notice to the
Corporation.  Any such resignation shall take effect on receipt of such notice
or at any later time specified therein.  Unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.  Any
such resignation is without prejudice to the rights, if any, of the Corporation
under any contract to which the officer is a party.

     Section 5. A vacancy in any office because of death, resignation, removal,
disqualification or any other cause shall be filled in the manner prescribed in
these Bylaws for regular appointments to such office.

     Section 6. The Chairman of the Board shall, if present, preside at all
meetings of the Board of Directors and of the stockholders, and shall exercise
and perform such other powers and duties as may be from time to time assigned to
him by the Board of Directors or prescribed by the Bylaws.

     Section 7. The Vice Chairman of the Board shall exercise and perform such
powers and duties as may be from time to time assigned to him by the Board of
Directors or prescribed in these Bylaws.  In the absence of the Chairman of the
Board, the Vice Chairman of the Board shall preside at all meetings of the
stockholders and the Board of Directors.

     Section 8. The President shall be the chief executive officer of the
Corporation and shall, subject to the control of the Board of Directors, have
general supervision, direction and control of the business and the officers of
the Corporation.  In the absence of the Chairman of the Board and the Vice
Chairman of the Board, the President shall preside at all meetings of the
stockholders and the Board of Directors.  He shall have the general powers and
duties of management usually vested in the office of President of a Corporation,
and shall have such other powers and duties as may be prescribed by the Board of
Directors or the Bylaws.

     Section 9. In the absence or disability of the President, the Vice
Presidents, if any, in order of their rank as fixed by the Board of Directors,
or if not ranked, the Vice President designated by the President, shall perform
all the duties of the President, and when so acting shall have all the powers
of, and be subject to all the restrictions upon, the President.  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 the Board of Directors,
these Bylaws or the President.

     Section 10.  The Secretary shall keep or cause to be kept, at the principal
office or such other place as the Board of Directors may order, a book of
minutes of all meetings and actions of directors, committees of directors and
stockholders, with the time and place of holding, whether 

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regular or special, and, if special, how authorized, the notice thereof given,
the names of those present at directors' and committee meetings, the number of
shares present or represented at stockholders' meetings, and the proceedings
thereof.

     The Secretary shall keep, or cause to be kept, at the principal office or
at the office of the Corporation's transfer agent or registrar, a share
register, or a duplicate share register, showing the names of all 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.

     The Secretary shall give, or cause to be given, notice of all meetings of
the stockholders and of the Board of Directors required by these Bylaws or by
law to be given, and he shall keep the seal of the Corporation, if one be
adopted, in safe custody, and shall have such other powers and perform such
other duties as may be prescribed by the Board of Directors or by the Bylaws.

     Section 11. The Chief Financial Officer shall keep and maintain, or cause
to be kept and maintained, adequate and correct books and records of accounts of
the properties and business transactions of the Corporation, including accounts
of its assets, liabilities, receipts, disbursements, gains, losses, capital,
retained earnings and shares.  The books of account shall be open at all times
to inspection by any director.

     The Chief Financial Officer shall deposit all moneys and other valuables in
the name and to the credit of the Corporation with such depositaries as may be
designated by the Board of Directors.  He shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, shall render to the
President and Directors, whenever they request it, an account of all of his
transactions as Chief Financial Officer and of the financial condition of the
Corporation, and shall have other powers and perform such other duties as may be
prescribed by the Board of Directors or these Bylaws.

     Section 12.  The Treasurer and the Controller shall each have such powers
and perform such duties as from time to time may be prescribed for him by the
Board of Directors, the President or these Bylaws.

                                ARTICLE V

                           Certificates of Stock

     Section 1. Every holder of stock of the Corporation shall be entitled to
have a certificate signed by, or in the name of the Corporation by, the Chairman
or Vice Chairman of the Board of Directors, or the President or a Vice
President, and by the Secretary or an Assistant Secretary, if one be appointed,
or the Treasurer or an Assistant Treasurer, if one be appointed, of the
Corporation, certifying the number of shares represented by the certificate
owned by such stockholder in the Corporation.

     Section 2. Any or all of the signatures on the certificate may be a
facsimile.  In case any 

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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. If the Corporation shall be authorized to issue more than one
class of stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualification, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the Corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided by statute, in lieu of the foregoing requirements, there may
be set forth on the face or back of the certificate which the Corporation shall
issue to represent such class or series of stock, a statement that the
Corporation will furnish without charge to each stockholder who so requests the
powers, designations, preferences and relative, participating, optional or other
special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.

                 Lost, Stolen or Destroyed Certificates

     Section 4. The Board of Directors, the Secretary and the Treasurer each 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 owner of such certificate, or his legal representative.  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 and/or to furnish the Corporation a bond in such form and
substance and with such surety 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.

                            Transfers of Stock

     Section 5.  Upon surrender to the Corporation, or the transfer agent of the
Corporation, of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignation or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                            Fixing Record Date

     Section 6. In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of the 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 a record date which shall
not be more

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<PAGE>

than 60 nor less than 10 days before the date of such meeting, nor
more than 60 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.

                          Registered Stockholder

     Section 7. 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 or interest in such
share on the part of any other person, whether or not it shall have express or
other notice thereof, save as expressly provided by the laws of the State of
Delaware. 

                                ARTICLE VI
                                          
                            General Provisions
                                          
                                Dividends
                                          
     Section 1. 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, pursuant to law. 
Dividends may be paid in cash, in property or in shares of the Corporation's
capital stock, subject to the provisions of the Certificate of Incorporation.

     Section 2. Before declaration 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, thinks
proper as a reserve fund 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 interests of the
Corporation, and the Board of Directors may thereafter abolish any such reserve
in its absolute discretion.

                                  Checks

     Section 3. All checks, drafts or other orders for payment of money, notes
or other evidences of indebtedness, issued in the name of or payable to the
Corporation shall be signed by such officer or officers as the Board of
Directors or the President or any Vice President, acting jointly, may from time
to time designate.

     Section 4. The President, any Vice President, the Secretary or the
Treasurer may enter into contracts and execute instruments on behalf of the
Corporation.  The Board of Directors, the President or any Vice President may
authorize any officer or officers, and any employee or 

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<PAGE>

employees or agent or agents of the Corporation or any of its subsidiaries, to
enter into any contract or execute any instrument in the name of and on behalf
of the Corporation, and such authority may be general or confined to specific
instances.

                               Fiscal Year

     Section 5. The fiscal year of the Corporation shall be October 1 through
September 30, unless otherwise fixed by resolution of the Board of Directors.

                                 Notices

     Section 6. Whenever, under the provisions of the statutes, the Certificate
of Incorporation or these Bylaws, notice is required to be given to any
director, it shall not be construed to require personal notice, but such notice
may be given in writing, by mail, addressed to such director, at his address as
it appears on the records of the Corporation (unless prior to the mailing of
such notice he shall have filed with the Secretary a written request that
notices intended for him be mailed to some other address, in which case such
notice shall be mailed to the address designated in the 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 mail; provided, however, that,
in the case of notice of a special meeting of the Board of Directors, if such
meeting is to be held within seven calendar days after the date of such notice,
notice shall be deemed given as of the date such notice shall be accepted for
delivery by a courier service that provides "opening of business next day"
delivery, so long as at least one attempt shall have been made, on or before the
date such notice is accepted for delivery by such courier service, to provide
notice by telephone to each director at his principal place of business and at
his principal residence.  Notice to directors may also be given by telegram, by
personal delivery or telephone.

     Section 7. Whenever any notice is required to be given under the provisions
of the statutes, the Certificate of Incorporation or these Bylaws, a waiver
thereof in writing, or by telegraph, cable or other written form of recorded
communication, signed by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed equivalent thereto.

                             Annual Statement

     Section 8. The Board of Directors shall present at each annual meeting, and
at any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
Corporation.

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                               ARTICLE VII
                                          
                                Amendments
                                          
     Section 1. Except any amendment to this Article VII and to Article II,
Section 6, Article II, Section 10, Article III, Section 1 (as it relates to
increases in the number of directors), Article III, Section 2, the last sentence
of Article III, Section 3 (as it relates to removal of directors), Article III,
Section 4, Article III, Section 16 and Article VI, Section 6 of these Bylaws, or
any of such provisions, which shall require approval by the affirmative vote of
directors representing at least 75% of the number of directors provided for in
accordance with Article III, Section 1, and except as otherwise expressly
provided in a bylaw adopted by the stockholders as hereinafter provided, the
directors, by the affirmative vote of a majority of the whole Board and without
the assent or vote of the stockholders, may at any meeting, make, repeal, alter,
amend or rescind any of these Bylaws, provided the substance of the proposed
amendment or other action shall have been stated in a notice of the meeting. 

     Section 2. These Bylaws may not be altered, amended or rescinded, and new
Bylaws may not be adopted, by the stockholders of the Corporation except by the
vote of the holders of not less than 75% of the total voting power of all shares
of stock of the Corporation entitled to vote in the election of directors,
considered for such purpose as one class.







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