<PAGE>   1
                                                                   EXHIBIT 3B


                        CONSOLIDATED NATURAL GAS COMPANY

                                     BYLAWS

                                AS LAST AMENDED



                               FEBRUARY 17, 1998



<PAGE>   2




                        CONSOLIDATED NATURAL GAS COMPANY

                                   --ooOoo--

                                     BYLAWS

                                    OFFICES

        1. The principal office shall be in the City of Wilmington, County of
New Castle, State of Delaware, and the name of the resident agent in charge
thereof is The Corporation Trust Company.
        2. The corporation may also have offices at such other places as the
board of directors may from time to time determine or the business of the
corporation may require

                             STOCKHOLDERS' MEETING
        3. The annual meetings of the stockholders for the election of directors
shall be held at the office of the corporation in the City of Wilmington, County
of New Castle, State of Delaware, or at such other place, within or without the
State of Delaware, as may from time to time be designated by the board of
directors. The board of directors shall authorize the Secretary of the
corporation to select the location within said place for the holding of such
meeting. Meetings of stockholders for any other purpose may be held either
within or without the State of Delaware at such place and time as shall be
designated in the notice of the meetings.
        4. The annual meeting of stockholders shall be held on the second
Tuesday in the month of April in each year if not a legal holiday, and if a
legal holiday then on the next secular day following, at such time as shall be
designated by the Secretary and set forth in the notice of the meeting. The
stockholders shall elect directors by a plurality vote, by ballot, and transact
such other business as may properly be brought before the meeting.
        5. Written notice of annual meeting shall be served upon or mailed to
each stockholder entitled to vote thereat at such address as appears on the
books of the corporation, at least thirty days prior to the meeting.



                                       1
<PAGE>   3

        6. At least ten days before every election of directors, a complete list
of the stockholders entitled to vote at said election, arranged in alphabetical
order, with the residence of each and the number of voting shares held by each,
shall be prepared by the Secretary. Such list shall be open at the place where
the election is to be held for said ten days, to the examination of any
stockholder, and shall be produced and kept at the time and place of election
during the whole time thereof, and subject to the inspection of any stockholder
who may be present.
        7. Except as otherwise provided by applicable law, the Certificate of
Incorporation or these Bylaws, a special meeting of the stockholders of the
corporation may be called at any time by the chairman of the board and shall be
called by the chairman of the board or secretary at the request in writing of a
majority of the board of directors, or at the request in writing of the holders
of seventy-five percent or more of the issued and outstanding shares of stock of
the corporation entitled to vote thereon. Such request shall state the purpose
or purposes of the proposed meeting.
        8. Written notice of a special meeting of stockholders stating the time
and place and object thereof, shall be served upon or mailed to each stockholder
entitled to vote thereat at such address as appears on the books of the
corporation, at least twenty days before such meeting.
        9. Business transacted at all special meetings shall be confined to the
objects stated in the call.
        9-A. The Company shall appoint inspectors of election for meetings of
stockholders in accordance with the provisions of applicable law. Such
inspectors of election shall have the powers, duties, And responsibilities as
provided by applicable law.
        10. The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall be
requisite and shall constitute a quorum at all meetings of the stockholders for
the transaction of business except as otherwise provided by statute, by the
certificate of incorporation or by these Bylaws. If, however, such quorum shall
not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a 



                                       2
<PAGE>   4

quorum shall be present or represented any business may be transacted which
might have been transacted at the meeting as originally notified.
        11. When a quorum is present at any meeting, the vote of the holders of
a majority of the stock having voting power present in person or represented by
proxy shall decide any question brought before such meeting, unless the question
is one upon which by express provision of the statutes or of the certificate of
incorporation or of these Bylaws, a different vote is required in which case
such express provision shall govern and control the decision of such question.
        12. At any meeting of the stockholders every stockholder having the
right to vote shall be entitled to (i) vote in person, (ii) by proxy appointed
by an instrument in writing subscribed by such stockholder and bearing a date
not more than three years prior to said meeting, unless said instrument provides
for a longer period, (iii) or by transmitting or authorizing the transmission of
a telegram, cablegram, or other means of electronic transmission (including, but
not limited to, telephonic transmission) set forth or submitted with information
from which it can be determined that the transmission was authorized by the
stockholder. Each stockholder shall have one vote for each share of stock having
voting power, registered in his name on the books of the corporation, and except
where the transfer books of the corporation shall have been closed or a date
shall have been fixed as a record date for the determination of its stockholders
entitled to vote, no share of stock shall be voted on at any election of
directors which shall have been transferred on the books of the corporation
within twenty days next preceding such elections of directors.
        12-A. The stockholders of the corporation may act by written consent in
lieu of a meeting in the manner set forth in Section 10(A) of Article FOURTH of
the Certificate of Incorporation.

                                   DIRECTORS
        13. The number of directors which shall constitute the whole Board shall
be fixed by resolution of a majority of the whole Board. The directors shall be
elected at annual meetings of stockholders and shall be divided into three
classes as nearly equal in number as possible. The term of office of the first
class shall expire on the date of the 1985 annual meeting of stockholders; the
term of office of the second class shall expire one year thereafter; and that of
the third class, two years thereafter. At each annual meeting after such
classification, the successors to the class of directors whose terms shall
expire in that year, shall be elected 


                                       3
<PAGE>   5

directors for a term of three years except, however, the Board may, by
resolution adopted by a majority of the whole Board, elect directors to serve
for interim periods. Each director shall be elected to serve until his successor
shall be elected and shall qualify, provided that the term of office of a
director who is an employee of the Company or any of its subsidiary companies
shall expire contemporaneously with his or her retirement from active service
with the Company, except in such case where the majority of the Board requests
that an employee director continue to serve, and provided further that the term
of office of a director shall expire on the date of the annual meeting
immediately subsequent to the date of his or her 70th birthday. Directors need
not be stockholders.
        13-A.   Unless recommended by the board of directors for election,
no person shall be elected a director, unless notice in writing of a nomination
by a stockholder of the corporation shall be received by the secretary of the
corporation not more than sixty and not less than thirty calendar days before
the date of the meeting at which the election is to take place. Such notice must
set forth (i) the name, age, business address and (if known) residence address
of each nominee proposed in such notice; (ii) the principal occupation or
employment of each such nominee; (iii) a description of the business experience
during the last five years of each such nominee; and (iv) the number of shares
of capital stock of the corporation beneficially owned by each such nominee. In
addition, such notice must be signed by a stockholder duly qualified to attend
and vote at the meeting (other than the person or persons nominated) and must
contain a notice in writing signed by each nominee of his willingness to be
elected and to serve as a director.
        If a nomination by a stockholder is not made in accordance with the
foregoing procedures, the chairman of the meeting shall have the power to
declare such nomination to be null, void and of no force or effect and to
disregard such nomination in conducting the election of directors at such
meeting.
        14. The directors may hold their meetings and keep the books of the
corporation outside of Delaware, at such offices of the corporation or at such
other places as they may from time to time determine.
        15. If the office of any director or directors becomes vacant by reason
of death, resignation, retirement, disqualification, removal from office, or
otherwise a majority of the remaining directors, though less than a quorum,
shall choose a successor or successors, who shall hold office for the unexpired
term in respect to which such vacancy occurred.



                                       4
<PAGE>   6

        16. The property and business of the corporation shall be managed by its
board of directors which may exercise all such powers of the corporation and do
all such lawful acts and things as are not by statute or by the certificate of
incorporation or by these by laws directed or required to be exercised or done
by the stockholders.

                            COMMITTEES OF DIRECTORS
        17. The board of directors may, by resolution or resolutions passed by a
majority of the whole board, designate one or more committees, each committee to
consist of two or more of the directors of the corporation, which to the extent
provided in said resolution or resolutions, shall have and may exercise the
powers of the board of directors in the management of the business and affairs
of the corporation, and may have power to authorize the seal of the corporation
to be affixed to all papers which may require it. Such committee or committees
shall have such name or names as may be determined from time to time by
resolution adopted by the board of directors.
        18. The committee shall keep regular minutes of their proceedings and
report the same to the board when required.

                           COMPENSATION OF DIRECTORS
        19. Directors who are not employees of the Company or any of its
subsidiary companies shall be paid an annual fee as compensation for serving as
a director and, in addition, shall receive fees and expenses for attendance at
meetings of the board of directors or meetings of standing committees of the
board of directors, all as may be allowed by resolution of the board.

                                INDEMNIFICATIONS
        20-A. Each person who at any time is, or shall have been a director,
officer, or employee of the Corporation, or serves or has served as a director,
officer, employee, fiduciary or other representative of another company,
partnership, joint venture, trust, association or other enterprise (including
any employee benefit plan), where such service was specifically requested by the
Corporation in accordance with clause (e) below, or the established guidelines
for participation in outside positions (such service hereinafter being referred
to as "Outside Service"), and is threatened to be or is made a party to any
threatened, pending, or completed


                                       5
<PAGE>   7

claim, action, suit or Proceeding, whether civil, criminal, administrative or
investigative ("Proceeding"), by reason of the fact that he is, or was, a
director, officer or employee of the Corporation or a director, officer,
employee, fiduciary or other representative of such other enterprise, shall be
indemnified against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement ("Loss") actually and reasonably incurred by him in
connection with any such Proceeding to the full extent permitted under the
General Corporation Law of the State of Delaware, as the same exists or may
hereafter be amended, (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights than said Law permitted the Corporation to provide prior
to such amendment). The Corporation shall indemnify any person seeking indemnity
in connection with any Proceeding (or part thereof) initiated by such person
only if such Proceeding (or part thereof) initiated by such person was
authorized by the Board of Directors of the Corporation. With respect to any
Loss arising from Outside Service, the Corporation shall provide such
indemnification only if and to the extent that (i) such other company,
partnership, joint venture, trust, association or enterprise is not legally
permitted or financially able to provide such indemnification, and (ii) such
Loss is not paid pursuant to any insurance policy other than any insurance
policy maintained by the Corporation.
        20-B. The right to be indemnified pursuant hereto shall include the
right to be paid by the Corporation for expenses, including attorney's fees,
incurred in defending any such Proceeding in advance of its final disposition;
provided, however, that the payment of such expenses in advance of the final
disposition of such Proceeding shall be made only upon delivery to the
Corporation of an undertaking, by or on behalf of such director, officer, or
employee, in which such director, officer or employee agrees to repay all
amounts so advanced if it should be determined ultimately that such director,
officer or employee is not entitled to be indemnified under applicable law.
        20-C. The right of any director or officer (but not employee) to be
indemnified or to the reimbursement or advancement of expenses pursuant hereto
(i) is a contract right based upon good and valuable consideration, pursuant to
which the person entitled thereto may bring suit as if the provisions hereof
were set forth in a separate written contract between the Corporation and the
director or officer, and (ii) shall continue to exist after the rescission or
restrictive modification hereof with respect to events occurring prior thereto.



                                       6
<PAGE>   8

        20-D. The right to be indemnified or to the reimbursement or advancement
of expenses pursuant hereto shall in no way be exclusive of any other rights of
indemnification or advancement to which any such director, officer or employee
may be entitled, under any bylaw, 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, and shall
continue as to a person who has ceased to be a director, officer or employee and
shall inure to the benefit of the heirs, executors and administrators of such
person. 
        20-E. Any person who is serving or has served as a director, officer,
employee or fiduciary of (i) another corporation of which a majority of the
shares entitled to vote in the election of its directors is held by the
Corporation at the time of such service, or (ii) any employee benefit plan of
the Corporation or of any corporation referred to in clause E(i), shall be
deemed to be doing or have done so at the request of the Corporation.

                             MEETINGS OF THE BOARD
        21. The first meeting of the board following an annual meeting of
stockholders shall be held at such time and place either within or without the
State of Delaware as shall be fixed by a majority of the directors and no notice
of such meeting shall be necessary to the newly elected directors in order
legally to constitute the meeting provided a quorum shall be present, or they
may meet at such place and time as shall be fixed by the consent in writing of
all the directors.
        22. Regular meetings of the board may be held without notice at such
time and place either within or without the State of Delaware as shall from time
to time be determined by the board.
        23. Special meetings of the board may be called by the chairman of the
board on two days' notice to each director, either personally or by mail or by
telegram; special meetings shall be called by the chairman of the board or
secretary in like manner and on like notice on written request of two directors.
        24. At all meetings of the board a majority of the number of directors
then constituting the whole board shall be necessary and sufficient to
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the board of directors, except as may be otherwise specifically provided by
statute or by these Bylaws. If a quorum shall not be present at any 



                                       7
<PAGE>   9


meeting of directors the directors present thereat may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present.






                                       8
<PAGE>   10



                                    NOTICES
        25. Whenever under the provisions of the statutes or of the certificate
of incorporation or of these Bylaws, notice is required to be given to any
director or stockholder, it shall not be construed to mean personal notice, but
such notice may be given in writing, by mail, by depositing the same in the post
office or letter box, in a post-paid sealed wrapper, addressed to such director
or stockholder at such address as appears on the books of the corporation, or,
in default of other address, to such director or stockholder at the General Post
Office in the City of Wilmington, Delaware, and such notice shall be deemed to
be given at the time when the same shall be thus mailed.
        26. Whenever any notice is required to be given under the provisions of
the statutes or of the certificate of incorporation, or of these Bylaws, a
waiver thereof in writing signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto. Whenever the vote of stockholders at a meeting thereof is
required or permitted to be taken in connection with any corporate action by any
provisions of the statutes or of the certificate of incorporation or of these
Bylaws, the meeting and vote of stockholders may be dispensed with, if all the
stockholders who would have been entitled to vote upon the action if such
meeting were held, shall consent in writing to such corporate action being
taken.

                                    OFFICERS
        27. The officers of the corporation shall be elected or appointed by the
board of directors and shall be a chairman of the board, a president, one or
more vice chairmen, one or more vice-presidents, a secretary, a treasurer, and a
controller. The chairman of the board and the president shall be chosen from
among the directors.
        28. The board of directors at its first meeting after each annual
meeting of stockholders shall choose the officers of the corporation. In its
discretion the board of directors, by a vote of the majority thereof, may leave
unfilled any office except those of the chairman of the board, treasurer and
secretary.
        29. The board shall elect or appoint such other officers and agents as
it shall deem necessary, who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the board. Any two offices (but not more than two) may be held by the
same person.



                                       9
<PAGE>   11

        30. The salaries of all officers and agents of the corporation shall be
fixed by the board of directors.
        31. The officers of the corporation shall hold office until their
successors are chosen and qualify in their stead. Any officer elected or
appointed by the board of directors may be removed at any time by the
affirmative vote of a majority of the whole board of directors. If the office of
any officer becomes vacant for any reason, the vacancy shall be filled by the
board of directors.

           THE CHAIRMAN OF THE BOARD, THE PRESIDENT AND VICE CHAIRMEN
        32. The chairman of the board shall be in general charge of the business
of the corporation and shall have the duty to see that all orders and
resolutions of the board are carried into effect. He shall preside at all
meetings of the stockholders and directors and shall perform such other duties
as the Bylaws or the board of directors shall prescribe.
        32-A. The president shall have active direction of the affairs of the
corporation subject to the chairman of the board and the board of directors. In
the absence or disability of the chairman of the board, the president shall
preside at meetings of the stockholders and directors and exercise the powers
and duties of the chairman of the board.
        32-B.   A vice chairman shall perform such duties as the board of
directors shall designate. In the absence of the president, one or more vice
chairmen may perform those duties as prescribed to the president in paragraph
32-A.
        33. The chairman of the board or the president or a vice chairman shall
execute bonds, mortgages, and other contracts requiring a seal, under the seal
of the corporation, except where required or permitted by law to be otherwise
signed and executed and except where the signing and execution thereof shall be
expressly delegated by the board of directors to some other officer or agent of
the corporation.

                                VICE-PRESIDENTS
        34. The vice presidents of the corporation, in such order as may be
designated by the board of directors, shall, in the absence or disability of the
president, perform the duties and exercise the powers of the president. The
vice-president designated as chief financial officer of the corporation shall
have general responsibility for the financial operations of the corporation 



                                       10
<PAGE>   12

and for all receipts and disbursements of funds of the corporation. Each vice
president shall perform such other duties as the board of directors shall
prescribe.

                    THE SECRETARY AND ASSISTANT SECRETARIES
        35. The secretary shall attend all sessions of the board and all
meetings of the stockholders and record all votes and the minutes of all
proceedings in a book to be kept for that purpose and shall perform like duties
for the standing committees when required. He shall give, or cause to be given,
notice of all meetings of the stockholders and special meetings of the board of
directors, and shall perform such other duties as may be prescribed by the board
of directors, chairman of the board or president. He shall keep in safe custody
the seal of the corporation and, when authorized by the board, affix the same to
any instrument requiring it and, when so affixed, it shall be attested by his
signature or by the signature of the treasurer or an assistant secretary.
        36. The assistant secretaries in the order designated by the board
shall, in the absence or disability of the secretary, perform the duties and
exercise the powers of the secretary and shall perform such other duties as the
board of directors shall prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS
        37. The treasurer shall, under the supervision and direction of the
vice-president designated as chief financial officer of the corporation, have
the custody of the corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all moneys and other valuable effects in the name
and to the credit of the corporation in such depositories as may be designated
by the board of directors.
        38. He shall disburse the funds of the corporation as may be ordered by
the board, taking proper vouchers for disbursements, and shall render to the
chairman of the board, the president and directors, at the regular meetings of
the board, or whenever they may require it, an account of all his transactions
as treasurer and of the financial condition of the corporation.
        39. If required by the board of directors, he shall give the corporation
a bond (which shall be renewed every six years) in such sum and with such surety
or sureties as shall be satisfactory to the board for the faithful performance
of the duties of his office and for the restoration to the corporation, in case
of his death, resignation, retirement or removal from 



                                       11
<PAGE>   13

office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.
        40. The assistant treasurers in the order designated by the board shall,
in the absence or disability of the treasurer, perform the duties and exercise
the powers of the treasurer and shall perform such other duties as the board of
directors shall prescribe.

                    THE CONTROLLER AND ASSISTANT CONTROLLERS
        40-A. The controller shall, under the supervision and direction of the
vice-president, accounting and financial control, act as the principal
accounting officer of the corporation and shall be responsible for the keeping
of complete and accurate records of the business, assets, liabilities and
transactions of the corporation, for the preparation of such financial
statements of the corporation as may be required by law or requested by the
board of directors or the chairman of the board, for the coordination on behalf
of the corporation of the audits made by independent accountants of the
corporation's books, records and financial statements, and for all matters
relating to the accounting by the corporation for its operations and financial
position.
        40-B. If required by the board of directors, the controller shall give
the corporation a bond (which shall be renewed every six years) in such sum and
with such surety or sureties as shall be satisfactory to the board for the
faithful performance of the duties of his office and for the restoration to the
corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.
        40-C. The assistant controllers in the order designated by the board
shall, in the absence or disability of the controller, perform the duties and
exercise the powers of the controller.

                             CERTIFICATES OF STOCK
        41. The certificates of stock of the corporation shall be numbered and
shall be entered in the books of the corporation as they are issued. They shall
exhibit the holder's name and number of shares and shall be signed by the
chairman or a vice-chairman of the board of directors, or the president or a
vice-president, and by the treasurer or an assistant treasurer, or the secretary
or an assistant secretary. The stock certificate shall be countersigned by a



                                       12
<PAGE>   14

transfer agent or an assistant transfer agent or a transfer clerk acting on
behalf of the corporation, or a registrar. Any or all the signatures on the
certificate may be a facsimile.

                               TRANSFERS OF STOCK
        42. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                           CLOSING OF TRANSFER BOOKS

        43. The board of directors shall have power to close the stock transfer
books of the corporation for a period not exceeding fifty days preceding the
date of any meeting of stockholders or the date for payment of any dividend or
the date for the allotment of rights or the date when any change or conversion
or exchange of capital stock shall go into effect or for a period of not
exceeding fifty days in connection with obtaining the consent of stockholders
for any purpose; provided, however, that in lieu of closing the stock transfer
books as aforesaid, the board of directors may fix in advance a date, not
exceeding fifty days preceding the date of any meeting of stockholders, or the
date for the payment of any dividend, or the date for the allotment of rights,
or the date when any change or conversion or exchange of capital stock shall go
into effect, or a date in connection with obtaining such consent, as a record
date for the determination of the stockholders entitled to notice of, and to
vote at, any such meeting, and any adjournment thereof, or entitled to receive
payment of any such dividend, or to any such allotment of rights, or to exercise
the rights in respect of any such change, conversion or exchange of capital
stock, or to give such consent, and in such case such stockholders and only such
stockholders as shall be stockholders of record on the date so fixed shall be
entitled to such notice of, and to vote at, such meeting and any adjournment
thereof, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the corporation after
any such record date fixed as aforesaid.



                                       13
<PAGE>   15





                            REGISTERED STOCKHOLDERS
        44. The corporation shall be entitled to treat the holder of record of
any share or shares of stock as the holder in fact thereof and, accordingly,
shall not be bound to recognize any equitable or other claim to or interest in
such share 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 Delaware.

                                LOST CERTIFICATE
        45. The board of directors may direct a new certificate or certificates
to be issued in place of any certificate or certificates theretofore issued by
the corporation alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate of stock to be
lost or destroyed. When authorizing such issue of new certificate or
certificates, the board of directors, may in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost or destroyed
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and/or give the corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost or
destroyed.

                                   DIVIDENDS
        46. Dividends upon the capital stock of the corporation, subject to the
provisions of the certificate of incorporation, if any, may be declared by the
board of directors at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property, or in shares of the capital stock, subject to
the provisions of the certificate of incorporation.
        47. Before payment of any dividend there may be set aside out of any
funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.



                                       14
<PAGE>   16

                          DIRECTORS' ANNUAL STATEMENT
        48. The board of directors shall present at each annual meeting and when
called for by vote of the stockholders at any special meeting of the
stockholders, a full and clear statement of the business and condition of the
corporation.

                                     CHECKS
        49. All checks or demands for money and notes of the corporation shall
be signed by such officer or officers or such other person or persons as the
board of directors may from time to time designate.

                                  FISCAL YEAR
        50. The fiscal year shall be the calendar year.

                                      SEAL
        51. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "Corporate Seal,
Delaware". Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                                   AMENDMENTS
        52. Except as otherwise provided in the Certificate of Incorporation or
these Bylaws, these Bylaws may be altered or repealed: (i) at any regular
meeting of the stockholders or at any special meeting of the stockholders at
which a quorum is present or represented, provided notice of the proposed
alteration or repeal be contained in the notice of such special meeting, by the
affirmative vote of a majority of the stock entitled to vote at such meeting and
present or represented thereat, or (ii) by the affirmative vote of a majority of
the board of directors at any regular meeting of the board or at any special
meeting of the board if notice of the proposed alteration or repeal be contained
in the notice of such special meeting; provided, however, that no change of the
time or place of the meeting for the election of directors shall be made within
sixty days next before the day on which such meeting is to be held, and that in
case of any change of such time or place, notice thereof shall be given to each
stockholder in person or by letter mailed to his last known post office address
at least twenty days before the meeting is held.

                                       15