REVISED AS OF MAY 4, 1999
                             BYLAWS

                               OF

                   GEORGIA-PACIFIC CORPORATION

                                

                            ARTICLE I

                                
                     SHAREHOLDERS' MEETINGS
                                
     SECTION  1.   Annual  Meeting.  The annual  meeting  of  the
shareholders  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, either within or without
the  State of Georgia, on such date and at such time as the Board
of  Directors  may by resolution provide, or,  if  the  Board  of
Directors  fails to provide, then such meeting shall be  held  at
the  principal executive office of the Corporation at 11:00  A.M.
on  the  first Tuesday in the month of May in each year,  or,  if
such date is a legal holiday, on the next following business day.
If  an annual meeting of shareholders is not held as provided  in
this  Section  1 of this Article I, any business,  including  the
election  of directors, that might properly have been acted  upon
at  such annual meeting may be acted upon at a special meeting in
lieu  of the annual meeting held pursuant to these Bylaws or held
pursuant to a court order.
     
     SECTION  2.   Special  Meetings.  Special  meetings  of  the
shareholders may be called at any time by the Chairman, any  Vice
Chairman, the President, the Chief Executive Officer or the Board
of  Directors.   In  addition, special meetings  of  shareholders
shall  be  called  by  the  Corporation  as  set  forth  in   the
Corporation's Articles of Incorporation or upon written demand of
the  holders of at least seventy-five percent (75%) of the voting
power  of  the  outstanding  capital  stock  of  the  Corporation
entitled  to vote on any issue proposed to be considered  at  the
proposed  special meeting, voting as a separate voting group,  or
upon the written demand of shareholders as provided in Section  1
(C)  of Article II hereof, any such written demand to be made  in
accordance with the requirements of applicable law.  Each special
meeting shall be held at such place, either within or without the
State  of  Georgia, as the Board of Directors may  by  resolution
provide,  or,  if the Board of Directors fails to  provide,  then
such  meeting shall be held at the principal executive office  of
the  Corporation, on such date and at such time as shall be fixed
by the party calling the meeting.
     
     SECTION  3.  Notice of Meeting.  Except as may otherwise  be
required or prohibited by law, written notice stating the  place,
day  and  hour of the meeting of shareholders and, in case  of  a
special  meeting  of shareholders, the purpose  or  purposes  for
which the meeting is called, shall be delivered in the case of an
annual or special meeting of shareholders, not less than ten (10)
nor  more  than  sixty (60) days before the date of  the  meeting
either  personally or by mail, by the Corporation by  or  at  the
direction of the Chairman, any Vice Chairman, the President,  the
Chief  Executive Officer, the Secretary or the officer or persons
calling  the  meeting, to each shareholder of record entitled  to
vote at such meeting.  If mailed, such notice shall be deemed  to
be  delivered when deposited in the United States mail, addressed
to  the  shareholder at his or its address as it appears  on  the
stock transfer books of the Corporation, with first class postage
thereon  prepaid,  or,  if  the Corporation  has  more  than  500
shareholders  of record entitled to vote at the meeting  and  the
notice  is mailed not less than thirty (30) days before the  date
of  the meeting, with postage thereon prepaid for any other class
of United States mail.
     
     SECTION 4.  Waivers.  Notwithstanding anything herein to the
contrary, notice of a meeting of shareholders need not  be  given
to   any  shareholder  who  waives  notice  of  such  meeting  in
accordance with the Georgia Business Corporation Code.
     
     SECTION 5.  Voting Group.  Voting group means all shares  of
one  or  more classes or series that are entitled to vote and  be
counted  together  collectively on  a  matter  at  a  meeting  of
shareholders.   All  shares entitled to  vote  generally  on  the
matter are for that purpose a separate voting group.
     
     SECTION 6.  Quorum.  With respect to shares entitled to vote
as  a  separate  voting  group  on  a  matter  at  a  meeting  of
shareholders, the presence, in person or by proxy, of a  majority
of  the  votes  entitled to be cast on the matter by  the  voting
group  shall constitute a quorum of that voting group for  action
on   that  matter  unless  the  Articles  of  Incorporation,  any
designation  of  a  class  or series  of  capital  stock  of  the
Corporation,  or the Georgia Business Corporation  Code  provides
otherwise.   Once  a share is represented for any  purpose  at  a
meeting, other than solely to object to holding the meeting or to
transacting  business at the meeting, it is  deemed  present  for
quorum  purposes  for the remainder of the meeting  and  for  any
adjournment of the meeting unless a new record date is or must be
set for the adjourned meeting.
     
     SECTION  7.  Vote Required for Action.  If a quorum  exists,
action  on a matter (other than the election of directors)  by  a
voting  group  is  approved if the votes cast within  the  voting
group  favoring  the action exceed the votes  cast  opposing  the
action, unless the Articles of Incorporation, provisions of these
Bylaws  validly  adopted  by  the shareholders,  or  the  Georgia
Business   Corporation  Code  requires  a   greater   number   of
affirmative votes.  Unless otherwise provided in the Articles  of
Incorporation, directors shall be elected by a plurality  of  the
votes  cast  by  the shares entitled to vote in the  election  of
directors  at  a  meeting at which a quorum is present.   If  the
Articles  of  Incorporation or the Georgia  Business  Corporation
Code provide for voting by two or more voting groups on a matter,
action  on that matter is taken only when voted upon by  each  of
those  voting groups counted separately.  Action may be taken  by
one  voting group on a matter even though no action is  taken  by
another voting group entitled to vote on the matter.
     
     SECTION  8.   Voting  of  Shares.  Unless  the  Articles  of
Incorporation,  any designation of a class or series  of  capital
stock  of  the  Corporation, or the Georgia Business  Corporation
Code  provides  otherwise, each outstanding share  having  voting
rights shall be entitled to one vote on each matter submitted  to
a vote at a meeting of shareholders.  Voting on all matters shall
be  by voice vote or by show of hands unless any qualified voter,
prior  to  the voting on any matter, demands vote by  ballot,  in
which  case  each ballot shall state the name of the  shareholder
voting  and the number of shares voted by him, and if the  ballot
be cast by proxy, it shall also state the name of the proxy.
     
     SECTION  9.  Proxies.   A shareholder entitled to  vote  may
vote  in  person or by proxy pursuant to an appointment of  proxy
executed  in writing by the shareholder or by his or its attorney
in  fact.   An appointment of proxy shall be valid for  only  one
meeting  to  be specified therein, and any adjournments  of  such
meeting, but shall not be valid for more than eleven (11)  months
unless  expressly provided therein.  Appointments of proxy  shall
be  dated and filed with the records of the meeting to which they
relate.   If  the  validity  of  any  appointment  of  proxy   is
questioned, it must be submitted to the secretary of the  meeting
of  shareholders  for  examination  or  to  a  proxy  officer  or
committee appointed by the person presiding at the meeting.   The
secretary  of the meeting or, if appointed, the proxy officer  or
committee  shall  determine the validity  or  invalidity  of  any
appointment of proxy submitted, and reference by the secretary in
the minutes of the meeting to the regularity of an appointment of
proxy  shall  be received as prima facie evidence  of  the  facts
stated  for the purpose of establishing the presence of a  quorum
at the meeting and for all other purposes.
     
     SECTION 11.  Presiding Officer.  The Chief Executive Officer
shall  serve  as  the chairman of every meeting  of  shareholders
unless  another  person is elected by shareholders  to  serve  as
chairman at the meeting.  The chairman shall appoint any  persons
he deems necessary to assist with the meeting.
     
     SECTION  12.   Adjournments.  Whether or  not  a  quorum  is
present  to  organize  a  meeting, any  meeting  of  shareholders
(including an adjourned meeting) may be adjourned by the  holders
of  a majority of the voting power represented at the meeting  to
reconvene  at  a specific time and place, but no later  than  120
days  after  the date fixed for the original meeting  unless  the
requirements of the Georgia Business Corporation Code  concerning
the  selection  of  a  new record date have  been  met.   At  any
reconvened meeting within that time period, any business  may  be
transacted  that could have been transacted at the  meeting  that
was  adjourned.  If notice of the adjourned meeting was  properly
given,  it  shall  not be necessary to give  any  notice  of  the
reconvened  meeting or of the business to be transacted,  if  the
date,  time and place of the reconvened meeting are announced  at
the  meeting that was adjourned and before adjournment; provided,
however, that if a new record date is or must be fixed, notice of
the   reconvened  meeting  must  be  given  to  persons  who  are
shareholders as of the new record date.
     
     SECTION   13.   Fixing  of  Record  Date  with   Regard   to
Shareholder  Action.  For the purpose of determining shareholders
entitled  to  notice  of a shareholders'  meeting,  to  demand  a
special meeting, to vote, or to take any other action, the  Board
of Directors may fix a future date as the record date, which date
shall  be  not  more than seventy (70) days and,  in  case  of  a
meeting of shareholders, not less than ten (10) days prior to the
date on which the particular action, requiring a determination of
shareholders,  is to be taken.  A determination  of  shareholders
entitled  to notice of or to vote at a shareholders'  meeting  is
effective for any adjournment of the meeting unless the Board  of
Directors  fixes  a  new record date, which it  must  do  if  the
meeting is adjourned to a date more than 120 days after the  date
fixed  for the original meeting.  If no record date is  fixed  by
the  Board  of Directors, the record date shall be determined  in
accordance   with   the  provisions  of  the   Georgia   Business
Corporation Code.
     
     SECTION  14.   Shareholder Proposals.   No  proposal  for  a
shareholder  vote  (other  than director  nominations,  to  which
Section  1(D)  of Article II applies) (a "Shareholder  Proposal")
shall   be  submitted  by  a  shareholder,  either  pursuant   to
Securities   and  Exchange  Commission  Rule  14a-8,   14a-4   or
otherwise,   to   the  Corporation's  shareholders   unless   the
shareholder submitting such proposal (the "Proponent") shall have
filed  a written notice setting forth with particularity (i)  the
names  and  business addresses of the Proponent and  all  natural
persons, corporations, partnerships, trusts or any other type  of
legal  entity  or  recognized ownership vehicle (collectively,  a
"Person") acting in concert with the Proponent; (ii) the name and
address  of  the Proponent and the Persons identified  in  clause
(i),  as  they  appear on the Corporation's  books  (if  they  so
appear);  (iii) the class and number of shares of the Corporation
beneficially owned by the Proponent and the Persons identified in
clause  (i);  (iv)  a  description of  the  Shareholder  Proposal
containing  all  material information relating thereto;  and  (v)
such  other  information  as the Board  of  Directors  reasonably
determines  is necessary or appropriate to enable  the  Board  of
Directors  and  shareholders of the Corporation to  consider  the
Shareholder  Proposal.  Shareholder Proposals shall be  delivered
to  the  Secretary of the Corporation at the principal  executive
office  of  the Corporation within the time period  specified  in
Securities  and  Exchange  Commission Rule  14a-8(e)(2),  or  any
successor  rule.   The  presiding officer  at  any  shareholders'
meeting may determine that any Shareholder Proposal was not  made
in  accordance with the procedures prescribed in these Bylaws  or
is  otherwise  not  in  accordance with law,  and  if  it  is  so
determined, such officer shall so declare at the meeting and  the
Shareholder       Proposal      shall       be       disregarded.

                           ARTICLE II

                            DIRECTORS

                                
     SECTION 1.  Number, Election and Term of Office.
                                
     (A)   Number of Directors. The business and affairs  of  the
Corporation  shall  be managed and controlled  by  or  under  the
authority  of its Board of Directors.  In addition to the  powers
and authority expressly conferred upon it by these Bylaws and the
Articles  of  Incorporation, the Board of Directors may  exercise
all  such  lawful  acts and things as are  not  by  law,  by  the
Articles of Incorporation or by these Bylaws directed or required
to  be  exercised  or done by the shareholders.   The  number  of
directors  shall be eleven (11), but the number may be  increased
or diminished by amendment of these Bylaws either by the Board of
Directors  or  by  the affirmative vote of at least  seventy-five
percent  (75%)  of  the voting power of the  outstanding  capital
stock  of  the  Corporation entitled to  vote  generally  in  the
election  of directors, voting as a separate voting  group.   The
directors shall be divided into three (3) classes, each composed,
as  nearly  as  possible, of one-third of  the  total  number  of
directors.  In the event that the number of directors  shall  not
be  evenly  divisible by three (3), the Board of Directors  shall
determine  in  which class or classes the remaining  director  or
directors,  as the case may be, shall be included.  The  term  of
office of each director shall be three (3) years; provided, that,
of  those  directors initially elected in classes,  the  term  of
office of directors of the first class shall expire at the  first
annual meeting of the shareholders after their election, that  of
the  second class shall expire at the second annual meeting after
their  election, and that of the third class shall expire at  the
third  annual  meeting  after their  election.   At  each  annual
meeting  of  shareholders subsequent to the initial  election  of
directors in classes, directors shall be elected for a full  term
of three (3) years to succeed those whose terms expire.  When the
number   of   directors  is  increased  and  any  newly   created
directorships are filled by the Board of Directors,  there  shall
be  no classification of the additional directors until the  next
election of directors by the shareholders.
     
     (B)   Special Voting Rights.  Anything in this Section 1  of
this  Article II to the contrary notwithstanding, if and whenever
any  class  or  series of capital stock of the Corporation  shall
have  the exclusive right, voting as a separate voting group,  to
elect  one  or  more directors of the Corporation,  the  term  of
office  of all directors in office when such voting rights  shall
vest  in  such  class  or series (other than directors  who  were
elected  by  vote  of another class or series of  capital  stock)
shall  terminate  upon the election of any new directors  at  any
meeting  of  shareholders  called for  the  purpose  of  electing
directors; and, while such voting rights are vested in any  class
or  series  of capital stock, the directors shall not be  divided
into  classes,  and the term of office of each  director  elected
shall  extend  only until the next succeeding annual  meeting  of
shareholders.
     
     (C)   Election of Directors Following Termination of Special
Voting  Rights.  Upon the termination of the exclusive  right  of
one  or  more  classes or series of capital stock,  voting  as  a
separate voting group, to vote for directors, the term of  office
of  all  such directors then in office shall terminate  upon  the
election  of  any new directors at a meeting of the  shareholders
then entitled to vote for directors, which meeting may be held at
any  time after the termination of such exclusive right and which
meeting,  if  not  previously called,  shall  be  called  by  the
Secretary of the Corporation upon written request of the  holders
of  record of ten percent (10%) of the aggregate voting power  of
the outstanding capital stock of the Corporation then entitled to
vote  generally in the election of directors.  At  such  election
and  thereafter,  unless and until a class or series  of  capital
stock  shall again have the exclusive right, voting as a separate
voting group, to vote for directors, the directors shall again be
divided into three (3) classes, as hereinabove provided, the term
of office of each to be three (3) years; provided, that the terms
of  office  of  those initially elected in classes  shall  be  as
hereinabove provided.
     
     (D)  Nominations for Election of Directors.
     
     (i)  Subject to the rights of holders of any class or series
of capital stock of the Corporation then outstanding, nominations
for the election of directors may be made by the affirmative vote
of  a  majority  of  the  entire Board of  Directors  or  by  any
shareholder of record entitled to vote generally in the  election
of  directors.   However, any shareholder of record  entitled  to
vote  generally in the election of directors may nominate one  or
more  persons  for  election as directors at a  meeting  only  if
written  notice  of  such  shareholder's  intent  to  make   such
nomination  or  nominations has been given,  either  by  personal
delivery  or by first class United States mail, postage  prepaid,
to  the  Secretary of the Corporation not less than 60  days  nor
more  than  75 days prior to the meeting; provided, that  in  the
event  that  less than 70 days' notice or prior public disclosure
of  the  date  of  the meeting is given or made to  shareholders,
notice  by  the shareholder to be timely must be so received  not
later  than  the close of business on the 10th day following  the
day  on  which such notice of the date of meeting was  mailed  or
such public disclosure was made, whichever first occurs.
     
     (ii)   Each notice to the Secretary under subsection  (D)(i)
above shall set forth: (a) the name and address of record of  the
shareholder   who   intends  to  make  the  nomination;   (b)   a
representation  that  the shareholder is a holder  of  record  of
shares  of  the Corporation's capital stock entitled to  vote  at
such  meeting and intends to appear in person or by proxy at  the
meeting  to  nominate  the  person or persons  specified  in  the
notice;  (c) the class and number of shares of common stock  held
of  record, owned beneficially, and represented by proxy, by  the
shareholder,  and each proposed nominee, as of the  date  of  the
notice; (d) the name, age, business and residence addresses,  and
principal occupation or employment of each proposed nominee;  (e)
a  description of all arrangements or understandings between  the
shareholder  and  each proposed nominee and any other  person  or
persons  (naming such person or persons) pursuant  to  which  the
nomination or nominations are to be made by the shareholder;  (f)
such  other information regarding each proposed nominee as  would
be required to be included in a proxy statement filed pursuant to
the  proxy  rules of the Securities and Exchange Commission;  and
(g)  the written consent of each proposed nominee to serve  as  a
director  of the Corporation if so elected.  The Corporation  may
require any proposed nominee to furnish such other information as
may  reasonably be required by the Corporation to  determine  the
eligibility  of such proposed nominee to serve as a  director  of
the Corporation.
     
     (iii)   The  chairman  of  the meeting  may,  if  the  facts
warrant,  determine and declare to the meeting that a  nomination
was  not made in accordance with the foregoing procedure, and  if
he  should  so determine, he shall so declare to the meeting  and
the defective nomination shall be disregarded.
     
     SECTION 2.  Term.  Subject to the provisions of the Articles
of  Incorporation  and  of Section 1 of  this  Article  II,  each
director  shall hold office until the election and  qualification
of  his successor or until his death or until he shall resign  or
be removed from office as hereinafter provided.
     
     SECTION  3.   Resignations.  Any director of the Corporation
may  resign at any time by giving written notice thereof  to  the
Board  of  Directors,  the  Chairman or  the  Corporation.   Such
resignation shall take effect at the time the notice is delivered
unless  the notice specifies a later effective date; and,  unless
otherwise specified with respect thereto, the acceptance of  such
resignation shall not be necessary to make it effective.
     
     SECTION  4.   Removal  of Directors.  At  any  shareholders'
meeting  with  respect to which notice of such purpose  has  been
given,  the entire Board of Directors or any individual  director
may be removed, with or without cause, by the affirmative vote of
the holders of seventy-five percent (75%) of the voting power  of
the outstanding capital stock of the Corporation entitled to vote
generally  in  the election of directors, voting  as  a  separate
voting group.  Whenever the holders of the shares of any class or
series  of  capital  stock are entitled  to  elect  one  or  more
directors by the provisions of the Articles of Incorporation, the
provisions of this Section 4 of this Article II shall  apply,  in
respect of the removal of a director or directors so elected,  to
the  vote of the holders of the outstanding shares of that  class
or  series  and not to the vote of the outstanding  shares  as  a
whole.   Removal action may be taken at any shareholders' meeting
with respect to which notice of such purpose has been given.
     
     SECTION 5.  Vacancies.
     
     (A)   Director  Elected  by  All  Shareholders.   Except  as
provided in Subsection 5(B) below, any vacancy occurring  in  the
Board  of  Directors may be filled by the affirmative vote  of  a
majority of the remaining directors though less than a quorum  of
the Board of Directors, or by the sole remaining director, as the
case  may  be,  or,  if the vacancy is not so filled,  or  if  no
director  remains, by the holders of the shares of capital  stock
who  are entitled to vote for the director with respect to  which
the vacancy is being filled.
     
     (B)   Director Elected by Particular Class or Series.  If  a
vacancy occurs with respect to a director elected by a particular
class or series of shares voting as a separate voting group,  the
vacancy  may  be  filled by the remaining director  or  directors
elected by that class or series, or, if the vacancy is not filled
by  such  remaining director or directors, or if no such director
remains, by the holders of that class or series of shares.
     
     (C)   Term  of New Director.  A director elected to  fill  a
vacancy  shall  be  elected  for  the  unexpired  term   of   his
predecessor in office.  Any directorship to be filled  by  reason
of  an  increase in the number of directors may be filled by  the
Board  of  Directors,  but only for a term of  office  continuing
until the next election of directors by the shareholders and  the
election and qualification of his successor.
     
     SECTION  6.   Place of Meeting.  Meetings of  the  Board  of
Directors  or of any committee thereof may be held either  within
or without the State of Georgia.
     
     SECTION  7.  Regular Meetings.  The Board of Directors  may,
by  resolution adopted by vote of a majority of the whole  Board,
from time to time, appoint the time and place for holding regular
meetings of the Board, if deemed advisable by the Board; and such
regular meetings shall, thereupon, be held at the time and  place
so  appointed,  without  the giving of  any  notice  with  regard
thereto.  In case the day appointed for the regular meeting shall
fall  on a legal holiday, such meeting shall be held on the  next
following business day, at the regular appointed hour.
     
     SECTION 8.  Special Meetings.  Special meetings of the Board
of  Directors  shall be held whenever called by the Chairman,  by
any  Vice  Chairman,  by the President, by  the  Chief  Executive
Officer, by the Chief Operating Officer, or by any two directors.
Notice  of  any  such meeting shall be mailed to  each  director,
addressed to him at his residence or usual place of business, not
later than three (3) days before the day on which the meeting  is
to  be  held, or shall be sent to him at such place by  telegram,
telex, facsimile or cablegram, or be delivered personally, or  by
telephone,  not later than the day before the day  on  which  the
meeting  is  to  be held.  Notice of a meeting of  the  Board  of
Directors need not be given to any director who signs a waiver of
notice  either  before or after the meeting (in addition  to  any
other form of waiver, such waiver may be evidenced by a telegram,
telex, facsimile or cablegram from a director).  Attendance of  a
director at a meeting shall constitute a waiver of notice of such
meeting and waiver of any and all objections to the place of  the
meeting,  the time of the meeting or the manner in which  it  has
been  called or convened, except when a director states,  at  the
beginning of the meeting (or promptly upon his arrival), any such
objection or objections to the transaction of business  and  does
not thereafter vote for or assent to action taken at the meeting.
Neither the business to be transacted at, nor the purpose of, any
special  meeting of the Board of Directors need be  specified  in
the  notice  or waiver of notice of such meeting.  Except  as  is
otherwise  indicated in the notice thereof, any and all  business
may  be  transacted  at  any special  meeting  of  the  Board  of
Directors.
     
     SECTION  9.  Quorum and Manner of Acting.  Except as  herein
otherwise provided, two-fifths of the whole Board of Directors at
a  meeting  duly  assembled shall constitute  a  quorum  for  the
transaction  of  business, except that, if the  Chairman  or  the
President is not present at any such meeting, a majority  of  the
whole  Board  of  Directors shall be necessary  to  constitute  a
quorum;  and, except as otherwise required by statute or  by  the
Bylaws,  the  act of a majority of the directors present  at  any
such meeting at which a quorum is present shall be the act of the
Board  of  Directors.  In the absence of a quorum, a majority  of
the  directors present may adjourn the meeting from time to time,
until  a  quorum is present.  No notice of any adjourned  meeting
need be given.
     
     SECTION 10.  Participation by Conference Telephone.  Any  or
all  directors  may  participate in a meeting  of  the  Board  of
Directors or of a committee of the Board of Directors through the
use  of  any  means  of  communication  by  which  all  directors
participating  may  simultaneously hear  each  other  during  the
meeting.  A director participating in a meeting by this means  is
deemed to be present in person at the meeting.
     
     SECTION 11.  Action by Directors Without a Meeting.   Unless
the  Articles of Incorporation or these Bylaws provide otherwise,
any  action  required or permitted to be taken at any meeting  of
the  Board  of  Directors or any action that may be  taken  at  a
meeting  of  a committee of the Board of Directors may  be  taken
without  a  meeting if the action is taken by all the members  of
the  Board of Directors (or of the committee as the case may be).
The  action  must  be evidenced by one or more  written  consents
describing  the  action taken, signed by each director  (or  each
director  serving  on the committee, as the  case  may  be),  and
delivered  to  the Corporation for inclusion in  the  minutes  or
filing with the corporate records.
     
     SECTION  12.   Directors'  Fees.   In  consideration  of   a
director  serving  in  such  capacity,  each  director   of   the
Corporation,  other  than  directors  who  are  officers  of  the
Corporation or any of its subsidiary companies, shall be entitled
to  receive such compensation as the Board of Directors, by  vote
of  a  majority  of  the  whole Board,  may  from  time  to  time
determine.  The Board of Directors shall also have the  authority
to  determine, from time to time, the amount of compensation,  if
any,  which  shall be paid to its members for attendance  at  any
meeting  of  the Board or any committee thereof.  A director  may
also  serve  the  Corporation in a capacity other  than  that  of
director and receive compensation, as determined by the Board  of
Directors, for services rendered in such other capacity.
                           ARTICLE III
                                
                       EXECUTIVE COMMITTEE
                                
     SECTION 1.  Constitution and Powers.  The Board of Directors
may,  by  resolution adopted by vote of a majority of  the  whole
Board,  designate from among its members an Executive  Committee,
to consist of the Chairman, the Chief Executive Officer (provided
he  is  also a director), and one or more other directors,  which
Executive Committee shall have and may exercise all the powers of
the Board of Directors in the management of the business, affairs
and property of the Corporation and the exercise of its corporate
powers,  including  the  power  to  authorize  the  seal  of  the
Corporation to be affixed to all papers which may require it.  So
far  as practicable, members of the Executive Committee shall  be
designated  at  the organization meeting of the  Board,  in  each
year, and, unless sooner discharged by vote of a majority of  the
whole   Board   of  Directors,  shall  hold  office   until   the
organization meeting of the Board in the next subsequent year and
until their respective successors are appointed.  The Board shall
designate  one  member  of  the  Committee  as  Chairman  of  the
Executive Committee, but such designee shall not be considered to
be  an  officer of the Corporation by reason of such designation.
Anything  herein to the contrary notwithstanding,  the  Executive
Committee  shall  not  exercise the authority  of  the  Board  of
Directors  in  reference  to:  (1)  approving  or  proposing   to
shareholders any action required by applicable law to be approved
by  the  shareholders  of the Corporation;  (2)  the  filling  of
vacancies on the Board of Directors or any of its committees; (3)
amending  the  Articles of Incorporation of the Corporation;  (4)
the   adoption,  amendment  or  repeal  of  any  Bylaws  of   the
Corporation;  or  (5)  the  approval  of  a  plan  of  merger  or
consolidation, the sale, lease, exchange or other disposition  of
all   or  substantially  all  the  property  and  assets  of  the
Corporation, or a voluntary dissolution of the Corporation  or  a
revocation thereof.
     
     SECTION  2.   Meetings.  Regular meetings of  the  Executive
Committee, of which no notice shall be necessary, shall  be  held
on  such days and at such places as shall be fixed, from time  to
time,  by  resolution  adopted by  vote  of  a  majority  of  the
Committee  and communicated to all the members thereof.   Special
meetings of the Executive Committee may be called by the Chairman
of  the Committee at any time.  Notice of each special meeting of
the  Committee shall be sent to each member of the  Committee  by
mail  to his residence or usual place of business not later  than
three (3) days before the day on which the meeting is to be held,
or  shall  be  sent  to  him at such place  by  telegram,  telex,
facsimile  or  cablegram,  or  be  delivered  personally,  or  by
telephone, to each member of the Committee not later than the day
before the day on which the meeting is to be held.  Notice of any
such  meeting need not be given to any member who signs a  waiver
of  notice either before or after the meeting (in addition to any
other form of waiver, such waiver may be evidenced by a telegram,
telex,  facsimile or cablegram from a member).  Attendance  of  a
member  at a meeting shall constitute a waiver of notice of  such
meeting and waiver of any and all objections to the place of  the
meeting,  the time of the meeting or the manner in which  it  has
been  called  or  convened, except when a member states,  at  the
beginning of the meeting (or promptly upon his arrival), any such
objection or objections to the transaction of business.   Neither
the business to be transacted at, nor the purpose of, any meeting
of  the  Committee need be specified in the notice or  waiver  of
notice  of  such meeting.  A majority of the Executive  Committee
shall  constitute a quorum for the transaction of  business,  and
the  act of a majority of those present at a meeting, at which  a
quorum  is  present, shall be the act of the Executive Committee.
The  members  of  the Executive Committee shall  act  only  as  a
committee,  and  the individual members shall have  no  power  as
such.
     SECTION 3.  Records.  The Executive Committee shall  keep  a
record  of  its  acts and proceedings and shall report  the  same
promptly  to  the Board of Directors.  Such acts and  proceedings
shall  be  subject  to review by the Board of Directors,  but  no
rights  of  third parties shall be affected by such review.   The
Secretary  of  the Corporation, or, in his absence, an  Assistant
Secretary, shall act as secretary to the Executive Committee;  or
the Committee may, in its discretion, appoint its own secretary.
     
     SECTION   4.   Vacancies.   Any  vacancy  in  the  Executive
Committee  shall  be filled by vote of a majority  of  the  whole
Board of Directors.

                           ARTICLE IV
                                
                        OTHER COMMITTEES
                                
     The  Board of Directors, by resolution adopted by a majority
of  the  whole Board, may designate from among its members  other
committees   in   addition  to  the  Executive  Committee,   each
consisting of two (2) or more directors and each of which, to the
extent  provided in such resolution, shall have and may  exercise
all  the  authority of the Board of Directors, provided  that  no
such committee shall have the authority of the Board of Directors
in  reference to: (1) approving or proposing to shareholders  any
action  required  by  applicable  law  to  be  approved  by   the
shareholders of the Corporation; (2) the filling of vacancies  on
the Board of Directors or any of its committees; (3) amending the
Articles  of Incorporation of the Corporation; (4) the  adoption,
amendment or repeal of any Bylaws of the Corporation; or (5)  the
approval  of a plan of merger or consolidation, the sale,  lease,
exchange or other disposition of all or substantially all of  the
property   and  assets  of  the  Corporation,  or   a   voluntary
dissolution  of  the  Corporation or a revocation  thereof.   The
provisions  of  Section  2 of Article III  as  to  the  Executive
Committee and its deliberations shall be applicable to  any  such
other committee of the Board of Directors.

                            ARTICLE V
                                
             OFFICERS AND AGENTS; POWERS AND DUTIES

     SECTION 1.  Officers.  The Board of Directors shall elect  a
Chairman (who shall be a director), a President, a Secretary  and
a  Treasurer.  The Board of Directors may also elect one or  more
Vice  Chairmen, one or more Vice Presidents (one or more of  whom
may be designated an Executive Vice President and one or more  of
whom may be designated a Senior Vice President and one or more of
whom may be designated a Group Vice President), a Controller  and
such other officers and agents of the Corporation as from time to
time  may  appear to be necessary or advisable in the conduct  of
the  affairs of the Corporation.  The Board shall designate  from
among  such  elected officers a Chief Executive Officer  and  may
designate  from  among such elected officers  a  Chief  Operating
Officer.  Any two or more offices may be held by the same person,
except  that the office of President and the office of  Secretary
shall  be held by separate persons.  In addition to the authority
of  the Board of Directors set forth in this Section 1, the Chief
Executive Officer shall have the authority to appoint one or more
Vice Presidents, none of whom may be designated an Executive Vice
President, Senior Vice President or Group Vice President (a  "CEO
Appointed  Office").   Individuals  appointed  to  CEO  Appointed
Offices by the Chief Executive Officer shall be officers  of  the
Corporation as fully as if elected by the Board of Directors.
     
     SECTION  2.   Term  of Office.  So far as  practicable,  all
officers  shall  be elected at the organization  meeting  of  the
Board  of  Directors in each year, and, subject to the provisions
of  Section  3 of this Article V, each officer shall hold  office
until  the organization meeting of the Board of Directors in  the
next subsequent year and until his successor has been elected and
has  qualified,  or until his earlier resignation,  removal  from
office, or death.
     
     SECTION 3.  Removal of Officers.  Any officer may be removed
at  any  time,  either with or without cause,  by  the  Board  of
Directors  at  any meeting.  Any officer holding a CEO  Appointed
Office,  whether elected to such office by the Board or appointed
by  the  Chief  Executive Officer, may be removed  at  any  time,
either  with  or  without cause, by the Chief Executive  Officer,
except  for  such individuals holding CEO Appointed  Offices  who
also  hold  any  of  the  titles  of  Controller,  Treasurer   or
Secretary.
     
     SECTION 4.  Vacancies.  If any vacancy occurs in any office,
the Board of Directors may elect a successor to fill such vacancy
for  the  remainder of the term.  If a vacancy occurs in any  CEO
Appointed  Office,  the  Chief Executive Officer  may  appoint  a
successor to fill such vacancy for the remainder of the term.
     
     SECTION  5.   Chief Executive Officer.  The Chief  Executive
Officer  shall,  under the direction of the Board  of  Directors,
have  general  direction of the Corporation's business,  policies
and affairs.  He shall preside, when present, at all meetings  of
the  shareholders  and, in the absence of  the  Chairman  of  the
Executive  Committee, at all meetings of the Executive Committee.
He,  the  Vice  Chairmen, the President and the  Chief  Operating
Officer shall each have general power to execute bonds, deeds and
contracts  in  the  name  of the Corporation  and  to  affix  the
corporate  seal;  to sign stock certificates; and  to  remove  or
suspend such employees or agents as shall not have been appointed
by  the Board of Directors.  In the absence or disability of  the
Chief  Executive Officer, his duties shall be performed  and  his
powers may be exercised by the Chief Operating Officer or by such
other officer as shall be designated by the Board of Directors.
     
     SECTION  6.   Chief Operating Officer.  The Chief  Operating
Officer  shall,  under  the  direction  of  the  Chief  Executive
Officer,   have   direct  superintendence  of  the  Corporation's
business,  policies, properties and affairs.  He shall have  such
further  powers and duties as from time to time may be  conferred
upon,  or assigned to, him by the Board of Directors or the Chief
Executive  Officer.  In the absence or disability  of  the  Chief
Executive Officer, the Chief Operating Officer shall perform  his
duties and may exercise his powers.
     
     SECTION  7.   Chairman.  The Chairman  shall  preside,  when
present, at all meetings of the Board of Directors and shall have
such  other  powers  and  duties as from  time  to  time  may  be
conferred  upon or assigned to him by the Board of  Directors  or
the  Chief  Executive Officer (if the Chairman is not  the  Chief
Executive Officer).
     
     SECTION  8.   Vice  Chairmen.   Each  of  the  several  Vice
Chairmen shall have such powers and duties as from time  to  time
may  be  conferred  upon  or assigned to  him  by  the  Board  of
Directors  or the Chief Executive Officer (if such Vice  Chairman
is not the Chief Executive Officer).
     
     SECTION 9.  President.  The President shall have such powers
and duties as from time to time may be conferred upon or assigned
to  him  by the Board of Directors or the Chief Executive Officer
(if the President is not the Chief Executive Officer).
     
     SECTION  10.  Vice Presidents.  The several Vice  Presidents
shall  have  such powers and duties as shall be  assigned  to  or
required  of them, from time to time, by the Board of  Directors,
the Chief Executive Officer or the Chief Operating Officer.
     
     SECTION 11.  Secretary.  The Secretary shall attend  to  the
giving of notice of all meetings of shareholders and of the Board
of  Directors  and  shall keep and attest  true  records  of  all
proceedings  thereat.   He  shall  have  the  responsibility   of
authenticating records of the Corporation.  He shall have  charge
of  the  corporate seal and have authority to attest any and  all
instruments  or  writings to which the same may be  affixed.   He
shall  keep  and  account for all books,  documents,  papers  and
records  of  the Corporation, except those which are  hereinafter
directed  to be in the charge of the Treasurer or the Controller.
He  shall  have  authority to sign stock certificates  and  shall
generally  perform  all the duties usually  appertaining  to  the
office  of  secretary of a corporation.  In the  absence  of  the
Secretary, an Assistant Secretary or Secretary pro tempore  shall
perform his duties.
     
     SECTION  12.  Treasurer.  The Treasurer shall have the  care
and   custody  of  all  moneys,  funds  and  securities  of   the
Corporation and shall deposit or cause to be deposited all  funds
of  the Corporation in and with such depositories as shall,  from
time  to time, be designated by the Board of Directors or by such
officers of the Corporation as may be authorized by the Board  of
Directors to make such designation.  He shall have power to  sign
stock  certificates;  to endorse for deposit  or  collection,  or
otherwise, all checks, drafts, notes, bills of exchange or  other
commercial  paper payable to the Corporation; and to give  proper
receipts or discharges therefor.
     
     SECTION 13.  Controller.  The Controller shall keep complete
and  accurate  books of account relating to the business  of  the
Corporation,   including  records  of  all  assets,  liabilities,
commitments,   receipts,  disbursements   and   other   financial
transactions   of   the  Corporation,  and  its   divisions   and
subsidiaries.   He shall render a statement of the  Corporation's
financial  condition whenever required to do so by the  Board  of
Directors,  the  Chief  Executive Officer,  the  Chief  Operating
Officer or the Executive Vice President - Finance.
     
     SECTION  14.  Attorneys.  The Board of Directors  may,  from
time  to  time, appoint one or more attorneys-in-fact to act  for
and  in  representation of the Corporation, either  generally  or
specially,  judicially or extra-judicially, and may  delegate  to
any  such attorney or attorneys-in-fact all or any powers  which,
in  the  judgment  of the Board of Directors, may  be  necessary,
advisable, convenient or suitable for exercise in any country  or
jurisdiction in the administration or management of the  business
of  the Corporation, or the defense or enforcement of its rights,
even  though  such powers be herein provided or  directed  to  be
exercised by a designated officer of the Corporation, or  by  the
Board  of  Directors.   The  act of the  Board  of  Directors  in
conferring any such powers upon, or delegating the same  to,  any
attorney-in-fact shall be conclusive evidence  in  favor  of  any
third  person of the right of the Board of Directors so to confer
or delegate such powers; and the exercise by any attorney-in-fact
of  any powers so conferred or delegated shall in all respects be
binding upon the Corporation.
     
     SECTION  15.  Additional Powers and Duties.  In addition  to
the  foregoing  especially  enumerated  duties  and  powers,  the
several  officers  of the Corporation shall  perform  such  other
duties  and  exercise such further powers as may be  provided  by
these Bylaws or as the Board of Directors may, from time to time,
determine,  or  as  may  be assigned to  them  by  any  competent
superior officer.
     
     SECTION 16.  Compensation.  The compensation of all officers
of  the  Corporation shall be fixed, from time to  time,  by  the
Board of Directors.
     
     SECTION  17.   Designated Positions and  Titles.  The  Chief
Executive  Officer  may, from time to time,  designate  employees
("Designated  Employees") to serve in such designated  capacities
for  the Corporation and to hold such nominal titles (such  as  a
designated officer of a group, division or of another area of the
business  affairs  of  the Corporation) as the   Chief  Executive
Officer  may deem appropriate.  No individual designated pursuant
to  this Section 17 shall, by reason of such designation,  become
an  officer  of the Corporation.  Each Designated Employee  shall
perform  such duties and shall have such authority  as  shall  be
delegated  to  him  from  time to time  by  the  Chief  Executive
Officer.   Any title granted to any Designated Employee  pursuant
to  this  Section 17 may be withdrawn, with or without cause,  at
any  time  by  the  Chief  Executive Officer,  and  any  duty  or
authority delegated to any Designated Employee pursuant  to  this
Section  17 may be withdrawn, with or without cause, at any  time
by the Chief Executive Officer.
     
                           ARTICLE VI
                                
            INDEMNIFICATION OF DIRECTORS AND OFFICERS
                                
     SECTION  1.   Indemnified Parties.  Every  person  (and  the
heirs and personal representatives of such person) who is or  was
a  director, officer, employee or agent of the Corporation, or of
any other corporation, partnership, joint venture, trust or other
enterprise  in  which he served as such at  the  request  of  the
Corporation,   shall  be  indemnified  by  the   Corporation   in
accordance with the provisions of this Article VI against any and
all liability and expense (including, without limitation, counsel
fees  and  disbursements,  and amounts  of  judgments,  fines  or
penalties  against, or amounts paid in settlement by, a director,
officer,  employee or agent) actually and reasonably incurred  by
him  in connection with or resulting from any threatened, pending
or  completed  claim, action, suit or proceeding, whether  civil,
criminal, administrative, or investigative or in connection  with
any appeal relating thereto, in which he may become involved,  as
a  party  or  otherwise, or with which he may be  threatened,  by
reason  of his being or having been a director, officer, employee
or   agent   of   the  Corporation  or  such  other  corporation,
partnership,  joint  venture, trust or other  enterprise,  or  by
reason  of any action taken or omitted by him in his capacity  as
such  director,  officer, employee or agent  whether  or  not  he
continues to be such at the time such liability or expense  shall
have been incurred.
     
     SECTION 2.  Indemnification As of Right.  Every person  (and
the  heirs and personal representatives of such person)  referred
to  in  Section  I  of this Article VI, to the extent  that  such
person  has  been  successful on the  merits  or  otherwise  with
respect to any claim, action, matter, suit or proceeding  of  the
character   described  in  Section  1,  shall  be   entitled   to
indemnification  as  of right for expenses (including  attorneys'
fees)  actually  and  reasonably incurred by  him  in  connection
therewith.
     
     SECTION  3.   Indemnification Based on  Review.   Except  as
provided in Section 2 of this Article VI, upon receipt of a claim
for  indemnification hereunder, the Corporation shall proceed  as
follows,  or  as otherwise permitted by applicable law.   If  the
claim  is  made by a director or officer of the Corporation,  the
Board of Directors, by a majority vote of a quorum consisting  of
directors who were not parties to the applicable action, suit  or
proceeding,  shall  determine  whether  the  claimant   met   the
applicable  standard of conduct as set forth in  Subsections  (A)
and  (B)  below.  If such quorum is not obtainable  or,  even  if
obtainable, a quorum of disinterested directors so directs,  such
determination shall be made by independent legal counsel (who may
be the regular inside or outside counsel of the Corporation) in a
written opinion.  If such determination has not been made  within
90  days after the claim is asserted, the claimant shall have the
right  to  require  that the determination be  submitted  to  the
shareholders at the next regular meeting of shareholders by  vote
of a majority of the shares entitled to vote thereon.  If a claim
is  made  by  a  person who is not a director or officer  of  the
Corporation, the Chief Executive Officer and the general  counsel
of  the  Corporation shall determine, subject to applicable  law,
the  manner in which there shall be made the determination as  to
whether  the claimant met the applicable standard of  conduct  as
set  forth in Subsections (A) and (B) below.  In the case of each
claim for indemnification, the Corporation shall pay the claim to
the  extent  the determination is favorable to the person  making
the claim.
     
     (A)   In  the  case of a claim, action, suit  or  proceeding
other  than  by or in the right of the Corporation to  procure  a
judgment  in its favor, the director, officer, employee or  agent
must  have acted in a manner he reasonably believed to be  in  or
not  opposed  to the best interests of the Corporation,  and,  in
addition, in any criminal action or proceeding, had no reasonable
cause to believe that his conduct was unlawful.  In addition, any
director  seeking  indemnification must not  have  been  adjudged
liable  on  the basis that any personal benefit was  received  by
him.  For the purpose of this Subsection (A), the termination  of
any  claim,  action,  suit  or  proceeding,  civil,  criminal  or
administrative,  by judgment, order, settlement (either  with  or
without  court approval) or conviction, or upon a plea of  guilty
or  nolo  contenders  or  its  equivalent,  shall  not  create  a
presumption that a director, officer, employee or agent  did  not
meet the standards of conduct set forth in this Subsection.
     
     (B)   In the case of a claim, action, suit or proceeding  by
or  in the right of the Corporation to procure a judgment in  its
favor,  the director, officer, employee or agent must have  acted
in  good faith in a manner he reasonably believed to be in or not
opposed  to  the  best  interests of the  Corporation;  provided,
however, that no indemnification under this Subsection (B)  shall
be made (1) with regard to any claim, issue or matter as to which
such  director,  officer,  employee  or  agent  shall  have  been
adjudged to be liable to the Corporation unless and only  to  the
extent  that  the court in which such action or suit was  brought
shall  determine that, despite the adjudication of liability  but
in  view  of  all  the circumstances of the case, such  director,
officer,  employee or agent is fairly and reasonably entitled  to
indemnity for such expenses which the court shall deem proper, or
(2)  for  amounts paid, or expenses incurred, in connection  with
the  defense  or  settlement of any such claim, action,  suit  or
proceeding, unless a court of competent jurisdiction has approved
indemnification with regard to such amounts or expenses.
     
     SECTION 4.  Advances.  Expenses incurred with respect to any
claim,  action, suit or proceeding of the character described  in
Section 1 of this Article VI shall be advanced by the Corporation
prior  to  the  final  disposition thereof  upon  receipt  of  an
undertaking by or on behalf of the recipient to repay such amount
if  it shall be ultimately determined that he is not entitled  to
indemnification under this Article VI.
     
     SECTION  5.   General.   The rights of  indemnification  and
advancement of expenses provided in this Article VI shall  be  in
addition  to  any  rights  to which any such  director,  officer,
employee or other person may otherwise be entitled by contract or
as  a  matter  of law.  Each person who shall act as a  director,
officer,  employee or agent of the Corporation or  of  any  other
corporation referred to in Section 1 of this Article VI, shall be
deemed   to   be  doing  so  in  reliance  upon  the   right   of
indemnification provided for in this Article VI, and this Article
VI constitutes a contract between the Corporation and each of the
persons  from time to time entitled to indemnification hereunder,
and  the rights of each such person hereunder may not be modified
without the consent of such person.
     
                           ARTICLE VII
                                
                   STOCK AND TRANSFER OF STOCK
                                
     SECTION  1.  Direct Registration of Shares.  The Corporation
may,  with  the  Board of Directors' approval, participate  in  a
direct  registration  system  approved  by  the  Securities   and
Exchange  Commission and by the New York Stock  Exchange  or  any
securities  exchange  on which the stock of the  Corporation  may
from  time to time be traded, whereby shares of capital stock  of
the  Corporation  may  be  registered in  the  holder's  name  in
uncertificated, book-entry form on the books of the Corporation.
     
     SECTION  2.   Stock Certificates.  Except  in  the  case  of
shares represented in book-entry form under a direct registration
system  contemplated  in  Section 1 of this  Article  VII,  every
shareholder  shall  be entitled to a certificate  signed  by  the
Chairman, the President or a Vice President and the Secretary  or
an   Assistant  Secretary  or  the  Treasurer  or  an   Assistant
Treasurer,  certifying the number of shares owned by him  in  the
Corporation  and  that  those shares  are  fully  paid  and  non-
assessable.   Where  any  such certificate  is  countersigned  by
either   a  Transfer  Agent  or  a  Registrar  (other  than   the
Corporation   or  one  of  its  employees)  designated   by   the
Corporation  for  that  purpose,  any  other  signature  on  such
certificate may be a facsimile, engraved, stamped or printed.  In
case  any person who served as any such officer shall have signed
any such certificate or whose facsimile signature shall have been
placed thereon shall have ceased to hold such office prior to the
issue of such certificate, such certificate may be issued at  the
direction  of  the Corporation with the same effect  as  if  such
person  held  such  office  at the date  of  the  issue  of  such
certificate.
     
     SECTION  3.  Transfer Agents and Registrars.  The  Board  of
Directors  may, in its discretion, appoint responsible  banks  or
trust  companies  in such city or cities as the  Board  may  deem
advisable,  from  time  to time, to act as  Transfer  Agents  and
Registrars  of  the  stock  of the Corporation;  and,  upon  such
appointments  being  made, no stock certificate  shall  be  valid
until countersigned by one of such Transfer Agents and registered
by one of such Registrars.
     
     SECTION 4.  Transfer of Stock.  Except in the case of shares
represented in book-entry form under a direct registration system
contemplated  in Section 1 of this Article VII, shares  of  stock
may  be  transferred  by  delivery of the certificates  therefor,
accompanied  either by an assignment, in writing on the  back  of
the  certificates or by written power of attorney to sell, assign
and  transfer the same, signed by the record holder thereof;  but
no  transfer shall affect the right of the Corporation to pay any
dividend  upon the stock to the holder of record thereof,  or  to
treat the holder of record as the holder in fact thereof for  all
purposes,  and  no  transfer shall be valid, except  between  the
parties  thereto, until such transfer shall have been  made  upon
the books of the Corporation.
     
     SECTION  5.  Lost Certificates.  In case any certificate  of
stock  shall be lost, stolen or destroyed, the Board of Directors
or  the Executive Committee, in its discretion, may authorize the
issue of a substitute certificate in place of the certificate  so
lost,   stolen  or  destroyed,  and  may  cause  such  substitute
certificate to be countersigned by the appropriate Transfer Agent
and  registered by the appropriate Registrar; provided, that,  in
each  such case, the applicant for a substitute certificate shall
furnish  to  the  Corporation, or  to  its  Transfer  Agents  and
Registrars,   satisfactory  evidence  of  the  loss,   theft   or
destruction of such certificate and of the ownership thereof, and
also such security or indemnity as may be required by any of such
parties.
     
                                
                          ARTICLE VIII

                          MISCELLANEOUS

                                
     SECTION  1.  Inspection of Books and Records.  The Board  of
Directors shall have power to determine which accounts, books and
records  of the Corporation shall be opened to the inspection  of
shareholders,  except  those as may by law specifically  be  made
open  to inspection, and shall have power to fix reasonable rules
and  regulations not in conflict with the applicable law for  the
inspection  of accounts, books and records which  by  law  or  by
determination  of  the  Board  of  Directors  shall  be  open  to
inspection.  Without the prior approval of the Board of Directors
in  its  discretion, the right of inspection set forth in Section
14-2-1602(c) of the Georgia Business Corporation Code  shall  not
be available to any shareholder owning two percent or less of the
shares outstanding.
     
     SECTION 2.  Fiscal Year.  The fiscal year of the Corporation
shall be the calendar year.
     
     SECTION  3.  Surety Bonds.  Such officers or agents  of  the
Corporation  as the Board of Directors may direct, from  time  to
time,  shall  be  bonded for the faithful  performance  of  their
duties, in such amounts and by such surety companies as the Board
of  Directors may determine.  The premiums on such bonds shall be
paid  by the Corporation, and the bonds so furnished shall be  in
the custody of the Secretary.
     
     SECTION 4.  Signature of Negotiable Instruments.  All bills,
notes, checks or other instruments for the payment of money shall
be  signed  or countersigned by such officers and in such  manner
as,  from  time to time, may be prescribed by resolution (whether
general or special) of the Board of Directors.
     
     SECTION 5.  Conflict with Articles of Incorporation.  In the
event  that  any  provision of these Bylaws  conflicts  with  any
provision  of  the  Articles of Incorporation,  the  Articles  of
Incorporation shall govern.
     
     SECTION  6.   Election  of  Certain  Provisions  of  Georgia
Business  Corporation Code.  All requirements and  provisions  of
Parts  2  and 3 of Article 11 of the Georgia Business Corporation
Code,  as  may  be  in  effect from time to time,  including  any
successor   statutes,  shall  be  applicable  to  any   "business
combination" (as respectively defined in Parts 2 and  3  of  such
Article 11) of the Corporation.
                                
                           ARTICLE IX

                           AMENDMENTS

                                
     Subject   to   the   provisions  of  the  Georgia   Business
Corporation Code, the Board of Directors shall have the power  to
alter,  amend or repeal these Bylaws or to adopt new bylaws,  but
any  bylaws  adopted by the Board of Directors  may  be  altered,
amended or repealed, and new bylaws adopted, by the shareholders.
The  shareholders may prescribe that any bylaw or bylaws  adopted
by them shall not be altered, amended or repealed by the Board of
Directors.   Action by the directors with respect to  the  Bylaws
shall be taken by an affirmative vote of a majority of all of the
directors then in office.  Except as provided in the Articles  of
Incorporation,  action by the shareholders with  respect  to  the
Bylaws shall be taken by an affirmative vote of the holders of  a
majority of the voting power of the outstanding capital stock  of
the  Corporation  entitled to vote generally in the  election  of
directors, voting as a separate voting group.
     
      The undersigned Secretary of Georgia-Pacific Corporation, a
Georgia  corporation, hereby certifies that the  foregoing  is  a
true and complete copy of the Bylaws of the said Corporation,  as
at present in full force and effect.
       Witness  the hand of the undersigned and the seal  of  the
said Corporation this 4th day of May, 1999.
     
     
     
                                         /s/ Kenneth F. Khoury
                                        Kenneth F. Khoury
                                        Vice President, Deputy
                                        General Counsel and
                                        Secretary
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