EXHIBIT 3



                            AMENDED AND RESTATED

                                   BY-LAWS

                                     OF

                           FORT HOWARD CORPORATION


                                  ARTICLE I

                                   OFFICES

            SECTION 1.  Registered Office in Delaware.  The address of the 
registered office of Fort Howard Corporation (hereinafter called the 
"Corporation") in the State of Delaware shall be 32 Lookerman Square Suite L-
100, in the City of Dover, County of Kent, Delaware 19901, and the registered 
agent in charge thereof shall be The Prentice-Hall Corporation System, Inc.

            SECTION 2.  Other Offices.  The Corporation may have an office or 
offices at any other place or places within or without the State of Delaware.


                                  ARTICLE II

                           MEETINGS OF STOCKHOLDERS

            SECTION 1.  Annual Meeting.  The annual meeting of stockholders 
for the election of directors and for the transaction of such other business 
as may properly come before the meeting shall be held at such place within or 
without the State of Delaware, and at such date and hour, as shall be 
designated by the Board of Directors of the Corporation (the "Board") and set 
forth in the notice or in a duly executed waiver of notice thereof.

           SECTION 2.  Special Meetings.  A special meeting of the 
stockholders for any purpose or purposes may be called at any time by a 
majority of the members of the Board or the Chief Executive Officer of the 
Corporation.  A special meeting of stockholders of the Corporation may not be 
called by any other person or persons.  Any such meeting shall be held at such 
place within or without the State of Delaware, and at such date and hour, as 
shall be designated in the notice or in a duly executed waiver of notice of 
such meeting.

            Only such business as is stated in the written notice of a special 
meeting may be acted upon thereat.

            SECTION 3.  Notice of Meetings.  Except as otherwise provided by 
law, written notice of each annual or special meeting of stockholders stating 
the place, date and hour of the meeting, and, in the case of a special 
meeting, the purpose or purposes for which the meeting is held, shall be given 
personally or by first class mail to each stockholder entitled to vote at such 
meeting, not less than 10 nor more than 60 calendar days before the date of 
the meeting.  If mailed, such notice shall be deemed to be given when 
deposited in the United States mail, postage prepaid, directed to the 
stockholder at such stockholder's address as it appears on the records of the 
Corporation.  If, prior to the time of mailing, the Secretary shall have 
received from any stockholder entitled to vote a written request that notices 
intended for such stockholder are to be mailed to an address other than the 
address that appears on the records of the Corporation, notices intended for 
such stockholder shall be mailed to the address designated in such request.

            Notice of a special meeting may be given by the person or persons 
calling the meeting, or, upon the written request of such person or persons, 
by the Secretary of the Corporation on behalf of such person or persons.  If 
the person or persons calling a special meeting of stockholders give notice 
thereof, such person or persons shall forward a copy thereof to the Secretary.  
Every request to the Secretary for the giving of notice of a special meeting 
of stockholders shall state the purpose or purposes of such meeting.

            SECTION 4.  Waiver of Notice.  Notice of any annual or special 
meeting of stockholders need not be given to any stockholder entitled to vote 
at such meeting who files a written waiver of notice with the Secretary, duly 
executed by the person entitled to notice, whether before or after the 
meeting.  Neither the business to be transacted at, nor the purpose of, any 
meeting of stockholders need be specified in any written waiver of notice.  
Attendance of a stockholder at a meeting, in person or by proxy, shall 
constitute a waiver of notice of such meeting, except as provided by law.

            SECTION 5.  Adjournments.  When a meeting is adjourned to another 
date, hour or place, notice need not be given of the adjourned meeting if the 
date, hour and place thereof are announced at the meeting at which the 
adjournment is taken.  If the adjournment is for more than 30 calendar 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 adjourned meeting.  At the adjourned meeting 
any business may be transacted which might have been transacted at the 
original meeting.

            When any meeting is convened the presiding officer, if directed by 
the Board, may adjourn the meeting if (a) no quorum is present for the 
transaction of business, or (b) the Board determines that adjournment is 
necessary or appropriate to enable the stockholders (i) to consider fully 
information which the Board determines has not been made sufficiently or 
timely available to stockholders or (ii) otherwise to exercise effectively 
their voting rights.

            SECTION 6.  Quorum.  Except as otherwise provided by law or the 
Restated Certificate of Incorporation of the Corporation (the "Restated 
Certificate of Incorporation"), whenever a class of stock of the Corporation 
is entitled to vote as a separate class, or whenever classes of stock of the 
Corporation are entitled to vote together as a single class, on any matter 
brought before any meeting of the stockholders, whether annual or special, 
holders of shares entitled to cast a majority of the votes entitled to be cast 
by all the holders of the shares of stock of such class voting as a separate 
class, or classes voting together as a single class, as the case may be, 
outstanding and entitled to vote thereat, present in person or by proxy, shall 
constitute a quorum at any such meeting of the stockholders.  If, however, 
such quorum shall not be present or represented at any such meeting of the 
stockholders, the stockholders entitled to vote thereat may adjourn the 
meeting from time to time in accordance with Section 5 of this Article II 
until a quorum shall be present or represented.

            SECTION 7.  Voting.  Unless otherwise provided in the Restated 
Certificate of Incorporation, each stockholder represented at a meeting of 
stockholders shall be entitled to cast one vote for each share of capital 
stock entitled to vote thereat held by such stockholder.  Except as otherwise 
provided by law or the Restated Certificate of Incorporation or these Restated 
By-Laws, when a quorum is present with respect to any matter brought before 
any meeting of the stockholders, the vote of the holders of shares entitled to 
cast a majority of the votes entitled to be cast by all the holders of the 
shares constituting such quorum shall decide any such matter.  Votes need not 
be by written ballot, unless the Board, in its discretion, or the officer of 
the Corporation presiding at a meeting of stockholders, in his discretion, 
requires any vote or votes cast at such meeting to be cast by written ballot.

            SECTION 8.  Proxies.  Each stockholder entitled to vote at a 
meeting of stockholders may authorize another person or persons to act for 
such stockholder by proxy.  Such proxy shall be filed with the Secretary 
before such meeting of stockholders at such time as the Board may require.  No 
proxy shall be voted or acted upon after three years from its date, unless the 
proxy provides for a longer period.

            SECTION 9.  Advance Notice of Business to Be Transacted at Annual 
Meetings.  To be properly brought before the annual meeting of stockholders, 
business must be either (a) specified in the notice of meeting (or any 
supplement thereto) given by or at the direction of the Board (or any duly 
authorized committee thereof), (b) otherwise properly brought before the 
meeting by or at the direction of the Board (or any duly authorized committee 
thereof) or (c) otherwise properly brought before the meeting by any 
stockholder of the Corporation (i) who is a stockholder of record on the date 
of the giving of the notice provided for in this Section 9 and on the record 
date for the determination of stockholders entitled to vote at such meeting 
and (ii) who complies with the notice procedures set forth in this Section 9.  
In addition to any other applicable requirements, including but not limited to 
the requirements of Rule 14a-8 promulgated by the Securities and Exchange 
Commission under the Securities Exchange Act of 1934, as amended (the 
"Exchange Act"), for business to be properly brought before an annual meeting 
by a stockholder, such stockholder must have given timely notice thereof in 
proper written form to the Secretary of the Corporation.

            To be timely, a stockholder's notice to the Secretary must be 
delivered to or mailed and received at the principal executive offices of the 
Corporation, not less than 60 days nor more than 90 days prior to the 
anniversary date of the immediately preceding annual meeting of stockholders; 
provided, however, that in the event that the annual meeting is called for a 
date that is not within 30 days before or after such anniversary date, notice 
by the stockholder in order to be timely must be so received not later than 
the close of business on the tenth day following the day on which such notice 
of the date of the annual meeting is mailed or such public disclosure of the 
date of the annual meeting is made, whichever first occurs.

            To be in proper written form, a stockholder's notice to the 
Secretary must set forth as to each matter such stockholder proposes to bring 
before the annual meeting (a) a brief description of the business desired to 
be brought before the meeting and the reasons for conducting such business at 
the meeting, (b) the name and record address of such stockholder, (c) the 
class or series and number of shares of capital stock of the Corporation which 
are owned beneficially or of record by such stockholder, together with 
evidence reasonably satisfactory to the Secretary of such beneficial 
ownership, (d) a description of all arrangements or understandings between 
such stockholder and any other person or persons (including their names) in 
connection with the proposal of such business by such stockholder and any 
material interest of such stockholder in such business and (e) a 
representation that such stockholder intends to appear in person or by proxy 
at the annual meeting to bring such business before the meeting.

            Notwithstanding anything in these Restated By-laws to the 
contrary, no business shall be conducted at the annual meeting of stockholders 
except business brought before such meeting in accordance with the procedures 
set forth in this Section 9; provided, however, that, once business has been 
properly brought before such meeting in accordance with such procedures, 
nothing in this Section 9 shall be deemed to preclude discussion by any 
stockholder of any such business.  If the chairman of such meeting determines 
that business was not properly brought before the meeting in accordance with 
the foregoing procedures, the chairman shall declare to the meeting that the 
business was not properly brought before the meeting and such business shall 
not be transacted.


                                  ARTICLE III

                              BOARD OF DIRECTORS

            SECTION 1.  General Powers.  The property, business and affairs of 
the Corporation shall be managed by the Board, which may exercise all such 
powers of the Corporation and do all such lawful acts and things as are not by 
law or by the Restated Certificate of Incorporation directed or required to be 
exercised or done by the stockholders.

            SECTION 2.  Number and Term of Holding Office.  Subject to the 
rights, if any, of holders of preferred stock of the Corporation, the number 
of directors which shall constitute the whole Board shall consist of not less 
than three (3) nor more than fifteen (15) members, the exact number of which 
shall be fixed by the Board from time to time.  The Board shall, by resolution 
passed by a majority of the Board, designate the directors to serve as initial 
Class I, Class II and Class III directors upon filing of the Restated 
Certificate of Incorporation with the Secretary of State of the State of 
Delaware.  Except as provided in Section 5 of this Article III, directors 
shall be elected by a plurality of the votes cast at annual meetings of 
stockholders, and each director so elected shall hold office as provided by 
Article VIII of the Restated Certificate of Incorporation.  None of the 
directors need be stockholders of the Corporation.

            SECTION 3.  Nomination of Directors and Advance Notice Thereof.  
Only persons who are nominated in accordance with the following procedures 
shall be eligible for election as directors of the Corporation, except as may 
be otherwise provided in the Restated Certificate of Incorporation with 
respect to the right of holders of preferred stock of the Corporation to 
nominate and elect a specified number of directors in certain circumstances.  
Nominations of persons for election to the Board may be made at any annual 
meeting of stockholders, or at any special meeting of stockholders called for 
the purpose of electing directors, (a) by or at the direction of the Board (or 
any duly authorized committee thereof) or (b) by any stockholder of the 
Corporation (i) who is a stockholder of record on the date of the giving of 
the notice provided for in this Section 3 and on the record date for the 
determination of stockholders entitled to vote at such meeting and (ii) who 
complies with the notice procedures set forth in this Section 3.  In addition 
to any other applicable requirements, for a nomination to be made by a 
stockholder, such stockholder must have given timely notice thereof in proper 
written form to the Secretary of the Corporation.

            To be timely, a stockholder's notice to the Secretary must be 
delivered to or mailed and received at the principal executive offices of the 
Corporation (a) in the case of an annual meeting, not less than 60 days nor 
more than 90 days prior to the anniversary date of the immediately preceding 
annual meeting of stockholders; provided, however, that in the event that the 
annual meeting is called for a date that is not within 30 days before or after 
such anniversary date, notice by the stockholder in order to be timely must be 
so received not later than the close of business on the tenth day following 
the day on which such notice of the date of the annual meeting is mailed or 
such public disclosure of the date of the annual meeting is made, whichever 
first occurs, or (b) in the case of a special meeting of stockholders called 
for the purpose of electing directors, not later than the close of business on 
the tenth day following the day on which notice of the date of the special 
meeting is mailed or public disclosure of the date of the special meeting is 
made, whichever first occurs.

            To be in proper written form, a stockholder's notice to the 
Secretary must set forth (a) as to each person whom the stockholder proposes 
to nominate for election as a director, (i) the name, age, business address 
and residence address of the person, (ii) the principal occupation or 
employment of the person, (iii) the class or series and number of shares of 
capital stock of the Corporation which are owned beneficially or of record by 
the person and (iv) any other information relating to the person that would be 
required to be disclosed in a proxy statement or other filings required to be 
made in connection with solicitations of proxies for election of directors 
pursuant to Section 14 of the Exchange Act and the rules and regulations 
promulgated thereunder; and (b) as to the stockholder giving the notice, (i) 
the name and record address of such stockholder, (ii) the class or series and 
number of shares of capital stock of the Corporation which are owned 
beneficially or of record by such stockholder, together with evidence 
reasonably satisfactory to the Secretary of such beneficial ownership, (iii) a 
description of all arrangements or understandings between such stockholder and 
each proposed nominee and any other person or persons (including their names) 
pursuant to which the nomination(s) are to be made by such stockholder, (iv) a 
representation that such stockholder intends to appear in person or by proxy 
at the meeting to nominate the persons named in its notice and (v) any other 
information relating to such stockholder that would be required to be 
disclosed in a proxy statement or other filings required to be made in 
connection with solicitations of proxies for election of directors pursuant to 
Section l4 of the Exchange Act and the rules and regulations promulgated 
thereunder.  Such notice must be accompanied by a written consent of each 
proposed nominee to being named as a nominee and to serve as a director if 
elected.

            No person shall be eligible for election as a director of the 
Corporation unless nominated in accordance with the procedures set forth in 
this Section 3.  If the chairman of the meeting determines that a nomination 
was not made in accordance with the foregoing procedures, the chairman of the 
meeting shall declare to the meeting that the nomination was defective and 
such defective nomination shall be disregarded.

            SECTION 4.  Resignation.  Any director may resign at any time by 
giving written notice to the Board, the Chief Executive Officer or the 
Secretary of the Corporation.  Any such resignation shall take effect at the 
time specified therein or, if the time when it shall become effective shall 
not be specified therein, then it shall take effect when accepted by action of 
the Board.  Except as aforesaid, acceptance of such resignation shall not be 
necessary to make it effective.

            SECTION 5.  Vacancies.  Subject to the rights of the holders of 
any series of Preferred Stock or any other class of capital stock of the 
Corporation (other than the Common Stock) then outstanding, any vacancy in the 
Board, arising from death, resignation, removal, an increase in the number of 
directors or any other cause, may be filled either by a majority vote of the 
remaining directors, although less than a quorum, or by the sole remaining 
director.  Any director elected to fill a vacancy shall hold office for a term 
that shall coincide with the term of the class to which such director shall 
have been elected.

            SECTION 6.  Meetings.  (a)  Annual Meetings.  As soon as 
practicable after each annual election of directors, the Board shall meet for 
the purpose of organization and the transaction of other business, unless it 
shall have transacted all such business by written consent pursuant to Section 
7 of this Article III.

            (b)   Other Meetings.  Other meetings of the Board shall be held 
at such times as the Board shall from time to time determine or upon call by 
the Chief Executive Officer of the Corporation or any two directors.

            (c)   Notice of Meetings.  Regular meetings of the Board may be 
held without notice.  The Secretary of the Corporation shall give notice to 
each director of each special meeting, including the time and place of such 
special meeting.  Notice of each such meeting shall be given to each director 
either by mail, at least two days before the day on which such meeting is to 
be held, or by telephone, telegram, facsimile, telex or cable not later than 
the day before the day on which such meeting is to be held or on such shorter 
notice as the person or persons calling such meeting may deem necessary or 
appropriate in the circumstances.  Notice of any meeting shall not be required 
to be given to any director who shall attend such meeting.  A waiver of notice 
by the person entitled thereto, whether before or after the time of any such 
meeting, shall be deemed equivalent to adequate notice.

            (d)   Place of Meetings.  The Board may hold its meetings at such 
place or places within or without the State of Delaware as the Board may from 
time to time by resolution determine or as shall be designated in the 
respective notices or waivers of notice thereof.

            (e)   Quorum and Manner of Acting.  Except as otherwise provided 
by law, the Restated Certificate of Incorporation or these Restated By-Laws, a 
majority of the total number of directors then in office shall be necessary at 
any meeting of the Board in order to constitute a quorum for the transaction 
of business at such meeting, and the affirmative vote of a majority of those 
directors present at any such meeting at which a quorum is present shall be 
necessary for the passage of any resolution or act of the Board.  In the 
absence of a quorum for any such meeting, a majority of the directors present 
thereat may adjourn such meeting from time to time until a quorum shall be 
present thereat.  Notice of any adjourned meeting need not be given.

            (f)   Organization and Order of Business.  The Chief Executive 
Officer shall act as chairman of each meeting of the Board and preside 
thereat, or, in the absence of the Chief Executive Officer at any meeting of 
the Board, the Vice Chairman shall act as chairman of such meeting and preside 
thereat, or, in the absence of both the Chief Executive Officer and the Vice 
Chairman at any meeting of the Board, any other director chosen by a majority 
of the directors present thereat shall act as chairman of the meeting and 
preside thereat.  The Secretary of the Corporation or, in the case of his 
absence, any person whom the chairman of the meeting shall appoint, shall act 
as secretary of such meeting and keep the minutes thereof.

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

            SECTION 8.  Meetings by Conference Telephone, etc.  Any one or 
more members of the Board, or of any committee thereof, may participate in a 
meeting of the Board, or of such 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 participation in a 
meeting by such means shall constitute presence in person at such meeting.

            SECTION 9.  Compensation.  Each director, in consideration of his 
serving as such, shall be entitled to receive from the Corporation such amount 
per annum, if any, or such fees, if any, for attendance at meetings of the 
Board or of any committee thereof, or both, as the Board shall from time to 
time determine.  The Board may likewise provide that the Corporation shall 
reimburse each director or member of a committee for any expenses incurred by 
him on account of his attendance at any such meeting.  Nothing contained in 
this Section 9 shall be construed to preclude any director from serving the 
Corporation in any other capacity and receiving compensation therefor.


                                  ARTICLE IV

                                  COMMITTEES

            The Board, by resolution passed by a majority of the whole Board, 
may designate members of the Board to constitute one or more committees which 
shall in each case consist of such number of directors, not fewer than two, 
and, to the extent permitted by law and provided in the resolution 
establishing such committee, shall have and exercise all the powers and 
authority of the Board in the management of the business and affairs of the 
Corporation.  The Board may designate one or more directors as alternate 
members of any committee, who may replace any absent or disqualified members 
at any meeting of any such committee.  In the absence or disqualification of a 
member of a committee, and in the absence of a designation by the Board of an 
alternate member to replace the absent or disqualified member, the member or 
members thereof present at any meeting and not disqualified from voting, 
whether or not he or they constitute a quorum, may unanimously appoint another 
member of the Board to act at the meeting in the place of any absent or 
disqualified member.  A majority of all the members of any such committee may 
fix its rules of procedure, determine its action and fix the time and place, 
whether within or without the State of Delaware, of its meetings and specify 
what notice thereof, if any, shall be given, unless the Board shall otherwise 
by resolution provide.  The Board shall have power to change the members of 
any such committee at any time, to fill vacancies therein and to discharge any 
such committee, either with or without cause, at any time.  Any committee, to 
the extent allowed by law and provided in the resolution establishing such 
committee, shall have and may exercise all the powers and authority of the 
Board in the management of the business and affairs of the Corporation.  Each 
committee shall keep regular minutes and report to the Board when required.


                                   ARTICLE V

                                   OFFICERS

            SECTION 1.  Officers.  The officers of the Corporation shall be a 
Chairman of the Board, a President and Chief Executive Officer, a Vice 
Chairman, one or more Executive Vice Presidents and one or more Vice 
Presidents, a Treasurer, a Chief Financial Officer, a Secretary and a 
Controller.  Each such officer shall be elected or appointed by the Board at 
its annual meeting and shall hold office for such term as may be determined by 
the Board.  Each such officer shall hold office until the next succeeding 
annual meeting of the Board and until his successor is elected or until his 
earlier death or resignation or removal in the manner hereinafter provided.  
Any two or more offices may be held by the same person.

            The Board or the President and Chief Executive Officer may elect 
or appoint such other officers of the Corporation (including one or more 
Assistant Vice Presidents, Assistant Treasurers and Assistant Secretaries) as 
it or he deems necessary who shall have such authority and shall perform such 
duties as the Board or he may prescribe.  If additional officers are elected 
or appointed, each of them shall hold office until his successor is elected or 
appointed or until his earlier death or resignation or removal in the manner 
hereinafter provided.

            SECTION 2.  Authority and Duties.  All officers, as between 
themselves and the Corporation, shall have such authority and perform such 
duties in the management of the Corporation as may be provided in these 
Restated By-Laws or, to the extent not so provided, by resolution of the 
Board.

            SECTION 3.  Resignation and Removal.  (a)  Any officer may resign 
at any time by giving written notice to the Board, the Chief Executive Officer 
or the Secretary of the Corporation, and such resignation shall take effect at 
the time specified therein or, if the time when it shall become effective 
shall not be specified therein, when accepted by action of the Board.  Except 
as aforesaid, the acceptance of such resignation shall not be necessary to 
make it effective.

            (b)  All officers and agents elected or appointed by the Board 
shall be subject to removal at any time by the Board and all officers and 
agents appointed by the Chief Executive Officer shall be subject to removal at 
any time by the Chief Executive Officer, in each case, with or without cause. 

            SECTION 4.  Vacancies.  Any vacancy in any office may be filled 
for the unexpired portion of the term in the same manner as provided for 
election and appointment to such office.

            SECTION 5.  Chairman of the Board.  The Chairman of the Board 
shall preside at all meetings of the Board and at all meetings of the 
stockholders and shall have and exercise such further powers and duties as may 
from time to time be conferred upon or assigned to him by the Board.

            SECTION 6.  President and Chief Executive Officer.  The President 
and Chief Executive Officer of the Corporation, subject to the direction of 
the Board, shall have general charge of the business and affairs of the 
Corporation, shall have the direction of all other officers, agents and 
employees of the Corporation and may assign such duties to the other officers 
of the Corporation as he deems appropriate.  At the request of the Chairman of 
the Board, or in the case of the absence or inability to act of the Chairman 
of the Board, the President and Chief Executive Officer, until otherwise 
determined, and subject to any limitations imposed by the Board, shall assume 
the duties of the Chairman of the Board, and when so acting, but subject to 
the foregoing, shall have all of the power of, and be subject to all the 
restrictions upon, the Chairman of the Board.

            SECTION 7.  Vice Chairman.  The Vice Chairman, subject to the 
direction of the President and Chief Executive Officer, shall assist the 
President and Chief Executive Officer in carrying out the orders and 
resolutions of the Board and shall perform such other duties as the President 
and Chief Executive Officer or the Board shall from time to time assign.

            SECTION 8.  Executive Vice Presidents and Vice Presidents.  Each 
Executive Vice President and Vice President of the Corporation shall have such 
powers and perform such duties as the Chief Executive Officer or the Board may 
from time to time prescribe and shall perform such other duties as may be 
prescribed by these By-laws.

            SECTION 9.  Chief Financial Officer.  The Chief Financial Officer 
shall, subject to the direction of the Chief Executive Officer, have overall 
charge of all of the financial affairs of the Corporation.

            SECTION 10.  Treasurer.  The Treasurer of the Corporation shall 
have charge and custody of and be responsible for all funds and securities of 
the Corporation.

            SECTION 11.  Secretary.  The Secretary of the Corporation shall 
keep the records of all meetings of the stockholders and the Board.  He shall 
affix the seal of the Corporation to all deeds, contracts, bonds or other 
instruments requiring the corporate seal when the same shall have been signed 
on behalf of the Corporation by a duly authorized officer and shall be the 
custodian of all contracts, deeds, documents and all other indicia of title to 
properties owned by the Corporation and of its other corporate records.

            SECTION 12.  Controller.  The Controller of the Corporation shall 
have charge and custody of and be responsible for the Corporation's books of 
account.


                                  ARTICLE VI

                CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

            SECTION 1.  Execution of Documents.  Any officer, employee or 
agent of the Corporation designated by the Board (or any duly authorized 
committee of the Board to the extent permitted by law) shall have power to 
execute and deliver deeds, contracts, mortgages, bonds, debentures, checks, 
drafts and other orders for the payment of money and other documents for and 
in the name of the Corporation, and the Board (or such a committee) may 
authorize any such officer, employee or agent to delegate such power 
(including authority to redelegate) by written instrument to other officers, 
employees or agents of the Corporation.

            SECTION 2.  Deposits.  All funds of the Corporation not otherwise 
employed shall be deposited from time to time to the credit of the Corporation 
or otherwise as the Board or the Chief Executive Officer or any other officer 
of the Corporation to whom power in that respect shall have been delegated by 
the Board shall select.

            SECTION 3.  Proxies in Respect of Stock or Other Securities of 
Other Corporations.  The Board or the Chief Executive Officer shall designate 
the officers of the Corporation who shall have authority from time to time to 
appoint an agent or agents of the Corporation to exercise in the name and on 
behalf of the Corporation the powers and rights that the Corporation may have 
as the holder of stock or other securities in any other corporation, and to 
vote or consent in respect of such stock or securities.  Such designated 
officers may instruct the person or persons so appointed as to the manner of 
exercising such powers and rights, and such designated officers may execute or 
cause to be executed in the name and on behalf of the Corporation and under 
its corporate seal, or otherwise, such written proxies, powers of attorney or 
other instruments as they may deem necessary or proper in order that the 
Corporation may exercise such powers and rights.


                                  ARTICLE VII

                         SHARES AND TRANSFER OF SHARES

            SECTION 1.  Certificates of Stock.  Every owner of shares of stock 
of the Corporation shall be entitled to have a certificate evidencing the 
number of shares of stock of the Corporation owned by him or it and 
designating the class of stock to which such shares belong, which shall 
otherwise be in such form as the Board shall prescribe.  Each such certificate 
shall bear the signature (or a facsimile thereof) of the Chief Executive 
Officer or the Vice Chairman or the President or an Executive Vice President 
or a Vice President and the Treasurer or an Assistant Treasurer or the 
Secretary or an Assistant Secretary of the Corporation.

            SECTION 2.  Record.  A record shall be kept of the name of the 
person, firm or corporation owning the stock represented by each certificate 
evidencing stock of the Corporation issued, the number of shares represented 
by each such certificate, and the date thereof, and, in the case of 
cancellation, the date of cancellation.  Except as otherwise expressly 
required by law, the person in whose name shares of stock stand on the books 
of the Corporation shall be deemed the owner thereof for all purposes as 
regards the Corporation.

            SECTION 3.  Transfer of Stock.  (a)  The transfer of shares of 
stock and the certificates evidencing such shares of stock of the Corporation 
shall be governed by Article 8 of Subtitle I of Title 6 of the Delaware Code 
(the Uniform Commercial Code), as amended from time to time.

            (b)   Registration of transfers of shares of stock of the 
Corporation shall be made only on the books of the Corporation upon request of 
the registered holder thereof, or of his attorney thereunto authorized by 
power of attorney duly executed and filed with the Secretary of the 
Corporation, and upon the surrender of the certificate or certificates 
evidencing such shares properly endorsed or accompanied by a stock power duly 
executed.

            SECTION 4.  Addresses of Stockholders.  Each stockholder shall 
designate to the Secretary of the Corporation an address at which notices of 
meetings and all other corporate notices may be served or mailed to him, and, 
if any stockholder shall fail to so designate such an address, corporate 
notices may be served upon him by mail directed to him at his post office 
address, if any, as the same appears on the share record books of the 
Corporation or at his last known post office address.

            SECTION 5.  Lost, Destroyed or Mutilated Certificates. A holder of 
any shares of stock of the Corporation shall promptly notify the Corporation 
of any loss, destruction or mutilation of any certificate or certificates 
evidencing all or any such shares of stock.  The Board may, in its discretion, 
cause the Corporation to issue a new certificate in place of any certificate 
theretofore issued by it and alleged to have been mutilated, lost, stolen or 
destroyed, upon the surrender of the mutilated certificate or, in the case of 
loss, theft or destruction of the certificate, upon satisfactory proof of such 
loss, theft or destruction, and the Board may, in its discretion, require the 
owner of the lost, stolen or destroyed certificate or his legal representative 
to give the Corporation a bond sufficient to indemnify the Corporation against 
any claim made against it on account of the alleged loss, theft or destruction 
of any such certificate or the issuance of such new certificate.

            SECTION 6.  Facsimile Signatures.  Any or all of the signatures on 
a certificate evidencing shares of stock of the Corporation may be facsimiles.

            SECTION 7.  Regulations.  The Board may make such rules and 
regulations as it may deem expedient, not inconsistent with the Restated 
Certificate of Incorporation or these Restated By-Laws, concerning the issue, 
transfer and registration of certificates evidencing stock of the Corporation.  
It may appoint, or authorize any principal officer or officers to appoint, one 
or more transfer agents and one or more registrars, and may require all 
certificates of stock to bear the signature or signatures (or a facsimile or 
facsimiles thereof) of any of them.  The Board may at any time terminate the 
employment of any transfer agent or any registrar of transfers.  In case any 
officer, transfer agent or registrar who has signed or whose facsimile 
signature has been placed upon a certificate shall cease to be such officer, 
transfer agent or registrar, whether because of death, resignation, removal or 
otherwise, before such certificate or certificates shall have been delivered 
by the Corporation, such certificate or certificates may nevertheless be 
adopted by the Corporation and be issued and delivered as though the person or 
persons who signed or whose facsimile signature has been placed upon such 
certificate or certificates had not ceased to be such officer, transfer agent 
or registrar.

            SECTION 8.  Record Date.  In order that the Corporation may 
determine the stockholders entitled to notice of, or to vote at, any meeting 
of stockholders or any adjournment thereof, or entitled to receive payment of 
any dividend or other distribution or allotment of any rights, or entitled to 
exercise any rights in respect of any change, conversion or exchange of stock 
or for the purpose of any other lawful action, the Board may fix, in advance, 
a record date, which shall not be more than sixty nor less than ten days 
before the date of such meeting, nor more than sixty days prior to any other 
such action.  A determination of stockholders entitled to notice of, or to 
vote at, any meeting of stockholders shall apply to any adjournment of the 
meeting; provided, however, that the Board may fix a new record date for the 
adjourned meeting.

            SECTION 9.  Registered Stockholders.  The Corporation shall be 
entitled to recognize the exclusive right of a person registered on its 
records as the owner of shares of stock to receive dividends and to vote as 
such owner, shall be entitled to hold liable for calls and assessments a 
person registered on its records as the owner of shares of stock, and shall 
not be bound to recognize any equitable or other claim to or interest in such 
share or shares of stock 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.

            SECTION 10.  Stockholder Agreements.  Shares of stock of the 
Corporation may be subject to one or more agreements abridging, limiting or 
restricting the rights of any one or more stockholders to sell, assign, 
transfer, mortgage, pledge or hypothecate any or all of the stock of the 
Corporation held by them, or providing for preemptive rights, or may be 
subject to one or more agreements providing a purchase option with respect to 
any shares of stock of the Corporation.  If such agreements exist, all 
certificates evidencing shares of stock subject to such abridgements, 
limitations, restrictions or options shall have reference thereto endorsed on 
such certificate and such stock shall not thereafter be transferred on the 
books of the Corporation except in accordance with the terms and conditions of 
such agreement or agreements.  Copies of such agreement or agreements shall be 
maintained at the offices of the Corporation.


                                 ARTICLE VIII

                              BOOKS AND RECORDS

            The books and records of the Corporation may be kept at such place 
or places within or without the State of Delaware as the Board may from time 
to time determine.


                                  ARTICLE IX

                                     SEAL

            The Board shall provide a corporate seal which shall bear the full 
name of the Corporation.


                                  ARTICLE X

                                 FISCAL YEAR

            The fiscal year of the Corporation shall be fixed, and shall be 
subject to change from time to time, by the Board.


                                  ARTICLE XI

                                INDEMNIFICATION


            SECTION 1.  General.  The Corporation shall indemnify any person 
who was or is a party or is threatened to be made a party to any threatened, 
pending or completed action, suit or 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, officer, 
employee or agent of the Corporation, or is or was serving at the request of 
the Corporation as a director, officer, employee or agent of another 
corporation, partnership, joint venture, trust or other enterprise, to the 
full extent authorized or permitted by law, as now or hereafter in effect, 
against expenses (including attorneys' fees), judgments, fines and amounts 
paid in settlement actually and reasonably incurred by him in connection with 
such action, suit or proceeding if he acted in good faith and in a manner he 
reasonably believed to be in or not opposed to the best interests of the 
Corporation, and, with respect to any criminal action or proceeding, had no 
reasonable cause to believe his conduct was unlawful.  The termination of any 
action, suit or proceeding by judgment, 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 2.  Derivative Actions.  The Corporation shall indemnify 
any person who was or is a party or is threatened to be made a party to any 
threatened, pending or completed action or suit by or in the right of the 
Corporation to procure a judgment in its favor by reason of the fact that he 
is or was a director, officer, employee or agent of the Corporation, or is or 
was serving at the request of the Corporation as a director, officer, employee 
or agent of another corporation, partnership, joint venture, trust or other 
enterprise, to the full extent authorized or permitted by law, as now or 
hereafter in effect, 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; 
provided, however, 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 of the State of Delaware or the court in which such action or suit 
was brought shall determine upon application that, despite the adjudication of 
liability but in view of all the circumstances of the case, such person is 
fairly and reasonably entitled to indemnity for such expenses which the Court 
of Chancery or such other court shall deem proper.

            SECTION 3.  Successful Defense.  To the extent that a director, 
officer, employee or agent of the Corporation has been successful on the 
merits or otherwise in defense of any action, suit or proceeding referred to 
in sections 1 and 2 above, or in defense of any claim, issue or matter 
therein, he shall be indemnified against expenses (including attorneys' fees) 
actually and reasonably incurred by him in connection therewith.

            SECTION 4.  Proceedings Initiated by any Person.  Notwithstanding 
anything to the contrary contained in sections 1 or 2 above, except for 
proceedings to enforce rights to indemnification, the Corporation shall not be 
obligated to indemnify any person in connection with a proceeding (or part 
thereof) initiated by such person unless such proceeding (or part thereof) was 
authorized in advance, or unanimously consented to, by the Board of Directors.

            SECTION 5.  Procedure.  Any indemnification under sections 1 and 2 
above (unless ordered by a court) shall be made by the Corporation only as 
authorized in the specific case upon a determination that indemnification of 
the director, officer, employee or agent is proper in the circumstances 
because he has met the applicable standard of conduct set forth in sections 1 
and 2 above.  Such determination shall be made (i) by a majority vote of the 
directors who are not parties to such action, suit or proceeding even though 
less than a quorum, or (ii) if there are no such directors, or if such 
directors so direct, by independent legal counsel in a written opinion, or 
(iii) by the stockholders.

            SECTION 6.  Advancement of Expenses.  Expenses (including 
attorneys' fees) incurred by an officer or director in defending any civil, 
criminal, administrative or investigative 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 pursuant to this 
Article XI or as otherwise authorized by law.  Such expenses (including 
attorneys' fees) incurred by other employees and agents may be so paid upon 
such terms and conditions, if any, as the Board of Directors deems 
appropriate.

            SECTION 7.  Rights Not Exclusive.  The indemnification and 
advancement of expenses provided by, or granted pursuant to, the other 
subsections of this Article XI shall not be deemed exclusive of any other 
rights to which those seeking indemnification or advancement of expenses may 
be entitled under any by-law, 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 such office.

            SECTION 8.  Insurance.  The Corporation may purchase and maintain 
insurance on behalf of any person who is or was a director, officer, employee 
or agent of the Corporation, or is or was serving at the request of the 
Corporation as a director, officer, employee or agent of another corporation, 
partnership, joint venture, trust or other enterprise, against any liability 
asserted against him and incurred by him in any such capacity, or arising out 
of his status as such, whether or not the Corporation would have the power to 
indemnify him against such liability under the provisions of the DGCL.

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

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

            SECTION 11.  Continuation of Rights.  The indemnification and 
advancement of expenses provided by, or granted pursuant to, this Article XI 
shall, unless otherwise provided when authorized or ratified, continue as to a 
person who has ceased to be a director, officer, employee or agent and shall 
inure to the benefit of the heirs, executors and administrators of such a 
person.

            SECTION 12.  Repeal or Modification.  Any repeal or modification 
of this Article XI by the stockholders of the Corporation shall not adversely 
affect any rights to indemnification and to advancement of expenses that any 
person may have at the time of such repeal or modification with respect to any 
acts or omissions occurring prior to such repeal or modification.


                                 ARTICLE XII

                                  AMENDMENTS

            These Restated By-Laws, or any of them, may be altered, amended or 
repealed, or new by-laws may be made, but only to the extent any such 
alteration, amendment, repeal or new by-law is not inconsistent with any 
provision of the Restated Certificate of Incorporation, either by a majority 
of the whole Board or by the stockholders of the Corporation upon the 
affirmative vote of the holders of 80% of the outstanding shares of capital 
stock of the Corporation entitled to vote thereon.