BYLAWS
                                       OF
                             ELJER INDUSTRIES, INC.

                                    ARTICLE I

                                  STOCKHOLDERS

           Section 1. The annual meeting of the  stockholders of the Corporation
shall be be held such date, and at such time and at such place within or without
the  State  of  Delaware,  as may be fixed by the  Board of  Directors,  for the
purpose of electing  directors and for the transaction of such other business as
may properly be brought before the meeting.

           Section 2. (a)  Subject to the rights of the  holders of any class or
series of stock having a preference  over the Common Stock of the Corporation as
to dividends or upon  liquidation  ("Preferred  Stock"),  any action required or
permitted to be taken by the stockholders of the Corporation must be effected at
an annual or special  meeting of  stockholders of the Corporation and may not he
effected by any consent in writing by such  stockholders.  Subject to the rights
of the holders of any class or series of Preferred  Stock,  special  meetings of
stockholders  of the  Corporation  may be called only by the Board of  Directors
pursuant to a resolution  adopted by a majority of the Whole Board (as such term
is  defined in  Article  EIGHTH of the  Corporation's  Restated  Certificate  of
Incorporation (the "Certificate of Incorporation")).

           (b) Special meetings of the stockholders may be held at such time and
at such place within or without the State of  Delaware,  as may be stated in the
call.

           Section  3.  Notice  of the  time  and  place  of  every  meeting  of
stockholders  shall be delivered  personally or mailed at least ten days and not
more than sixty days prior  thereto to each  stockholder  of record  entitled to
vote at his  address  as it  appears on the  records  of the  Corporation.  Such
further notice shall be given as may be required by law. Business  transacted at
any special  meeting shall be confined to the purpose or purposes  stated in the
notice of such special meeting.  Meetings may be held without notice confined to
the purpose or purposes stated in the notice of such special  meeting.  Meetings
may be held without notice if all  stockholders  entitled to vote are present or
if notice is waived by those not present.

           Section 4. Except as otherwise  provided by law or by the Certificate
of Incorporation,  the presence, in person or by proxy, of the holders of record
of shares of capital stock of the  Corporation  entitling the holders thereof to
cast a majority  of the votes  entitled  to be cast by the  holders of shares of
capital stock of the Corporation  entitled to vote shall  constitute a quorum at
all meetings of the stockholders.  The chairman of the meeting or the holders of
record of a majority  of such shares so present or  represented  may adjourn the
meeting from time to time,  whether or not there is such a quorum.  No notice of
the time and place of  adjourned  meetings  need be given  except as required by
law.

           Section 5. Election of directors at all meetings of the  stockholders
at which  directors are to elected shall be by ballot,  and, except as otherwise
set forth in any Preferred  Stock  Designation  (as defined in Article FOURTH of
the  Certificate of  Incorporation)  with respect to the right of the holders of
any class or series  of  Preferred  Stock to elect  additional  directors  under
specified  circumstances,  a plurality  of the votes cast  thereat  shall elect.
Except as  otherwise  provided by law, the  Certificate  of  Incorporation,  any
Preferred  Stock  Designation,  the  By-Laws of the  Corporation  or  resolution
adopted by the Whole  Board,  all matters  other than the  election of directors
submitted to the  stockholders  at any meeting shall be decided by a majority of
the votes cast with respect thereto.

           Section 6. (a) At any annual meeting of the  stockholders,  only such
business shall be conducted as shall have been brought before the meeting (i) by
or at the direction of the Board of Directors or (ii) by any  stockholder of the
Corporation  who is entitled to vote with respect  thereto and who complies with
the  notice  procedures  set forth in this  Section  6(a).  For  business  to be
properly brought before an annual meeting by a stockholder, the stockholder must
have given timely notice thereof in writing to the Secretary of the Corporation.
To be timely, a stockholder's notice must be delivered or mailed to and received
at the  principal  executive  offices of the Corporation  not less  than 30 days
prior to the  date of the  annual  meeting; provided, however, that in the event
that less than 40 days' notice or prior to public  disclosure of the date of the
meeting is given or made to stockholders, notice by the stockholder to be timely
must be received not later that the close of business on the l0th day  following
the day on which such notice of the date of the annual  meeting  was  mailed  or
such  public  disclosure  was  made.  A  stockholder's  notice to the  Secretary
shall  set  forth  as to each  matter such stockholder  proposes to bring before
the annual meeting ii) a brief description of the business desired to be brought
before  the  annual  meeting and the reasons for conducting such business at the
annual meeting,  (ii) the name and address, as they appear on the  Corporation's
books, of the stockholder proposing such business,  {iii)  the class and  number
of  shares of the  Corporation's  capital stock that are  beneficially  owned by
such  stockholder  and  (iv) any  material  interest of such stockholder in such
business.  Notwithstanding anything in the By-Laws to the contrary,  no business
shall be brought before or conducted at an annual  meeting  except in accordance
with  the  provisions  of  this  Section 6(a). The officer of the Corporation or
other person presiding over the annual meeting shall,  if the facts so  warrant,
determine  and  declare to the  meeting  that business  wa not properly  brought
before  the  meeting in  accordance  with the provisions  of this  Section  6(a)
and, if he should so determine,  he shall so declare to the meeting and any such
business so  determined  to be not properly brought before the meeting shall not
be transacted.

          At any special meeting of the  stockholders,  only such business shall
be  conducted  as shall  have  been  brought  before  the  meeting  by or at the
direction of the Board of Directors.

           (b) Only persons who are nominated in accordance  with the procedures
set  forth in these  By-Laws  shall  be  eligible  for  election  as  directors.
Nominations of persons for election to the Board of Directors of the Corporation
may be made at a meeting of  stockholder  at which  directors  are to be elected
only  (i) by or at the  direction  of the  Board  of  Directors  or  (ii) by any
stockholder of the Corporation entitled to vote for the election of directors at
the meeting who complies  with the notice  procedures  set forth in this Section
6(b).  Such  nominations,  other than those made by or at the  direction  of the
Board of  Directors,  shall be made by timely notice in writing to the Secretary
of the Corporation.  To be timely, a stockholder's  notice shall be delivered or
mailed to and received at the principal executive offices of the Corporation not
less than 30 days prior to the date of the meeting;  provided,  however, that in
the event that less than 40 days' notice or prior  disclosure of the date of the
meeting is given or made to stockholders, notice by the stockholder to be timely
must be so  received  not  later  than  the  close of  business  on the l0th day
following  the day on which such notice of the date of the meeting was mailed or
such public disclosure was made. Such  stockholder's  notice shall set forth (i)
as to each person whom such  stockholder  proposes to nominate  for  eiection or
re-election  as a  director,  all  information  relating  to such person that is
required to be disclosed in  solicitations of proxies for election of directors,
or is otherwise  required,  in each case  pursuant to  Regulation  14A under the
Securities  Exchange Act of 1934, as amended  (including such persons's  written
consent to being named in the proxy  statement  as a nominee and to serving as a
director if elected);  and (ii) as to the stockholder  giving the notice (x) the
name and address, as they appear on the Corporation's books, of such stockholder
and (y) the class and number of shares of the  Corporation's  capital stock that
are  beneficially  owned by such  stockholder.  At the  request  of the Board of
Directors  any person  nominated  by the Board of  Directors  for  election as a
director  shall furnish to the  Secretary of the  Corporation  that  information
required to be set forth in a stockholder's  notice of nomination which pertains
to the  nominee.  No person  shall be eligible for election as a director of the
Corporation  unless  nominated in accordance with the provisions of this Section
6(b). The officer of the  Corporation  or other person  presiding at the meeting
shall,  if the facts so warrant,  determine  and  declare to the meeting  that a
nomination was not made in accordance  with such provisions and, if he should so
determine, he shall so declare to the meeting and the defective nomination shall
be disregarded.

           Section  7.  There  shall  be  appointed,  for  all  meetings  of the
stockholders,  two inspectors of the vote. Such inspectors  shall first take and
subscribe an oath or  affirmation  faithfully to execute the duties of inspector
at such  meeting  with strict  impartiality  and  according to the best of their
ability.  Unless  appointed  in  advance  of any such  meeting  by the  Board of
Directors,  such  inspectors  shall  be  appointed for the meeting by the person
presiding thereat.  No  director or  candidate  for the office of director shall
be  appointed  as  such inspector.  Such inspectors  shall  be  responsible  for
tallying  and  certifying  the vote taken on any matter at each meeting which is
required  to be tallied and certified by them in the  resolution of the Board of
Directors appointing  them or the  appointment  of the  person presiding at such
meeting, as the case may be.

                                   ARTICLE II

                                    DIRECTORS

           Section 1. (a)  Subject to the rights of the  holders of any class or
series of Preferred Stock to elect directors under specified circumstances,  the
number of directors shall be fixed from time to time exclusively by the Board of
Directors pursuant to a resolution adopted by a majority of the Whole Board. The
directors,  other than  those who may be elected by the  holders of any class or
series of Preferred Stock, shall be divided,  with respect to the time for which
they severally hold office,  into three classes,  with the term of office of the
first class to expire at the 1990 annual  meeting of  stockholders,  the term of
office of the second class to expire at the 1991 annual meeting of  stockholders
and the term of office of the third class to expire at the 1992  annual  meeting
of  stockholders,  with each  director to hold office until his or her successor
shall  have  been  duly  elected  and  qualified.  At  each  annual  meeting  of
stockholders,  commencing with the 1990 annual meeting, (i) directors elected to
succeed those  directors  whose terms then expire shall be elected for a term of
office to expire at the third  succeeding  annual meeting of stockholders  after
their  election,  with each  director to hold office until his or her  successor
shall  have  been duly  elected  and  qualified  and (ii),  if  authorized  by a
resolution  of the Board of  Directors,  directors  may be  elected  to fill any
vacancy on the Board of Directors regardless of how such vacancy shall have been
created.

           (b) A whole number of  directors  equal to at least a majority of the
Whole Board shall constitute a quorum for the transaction of business, but if at
any meeting of the Board of Directors  there shall be less than a quorum present
a majority of those  present  may adjourn the meeting  from time to time until a
quorum shall have been obtained.

           (c)  Subject to the  rights of the  holders of any class or series of
Preferred  Stock, and unless the Board of Directors otherwise determines,  newly
created  directorships  resulting from any increase in the authorized  number of
directors  or  any  vacancies  in the  Board of  Directors resuiting from death,
resignation,  retirement,  disqualification,  removal from office or other cause
may be filled only by a majority  vote of the  directors then in office,  though
less  than  a  quorum,  and  directors  so  chosen  shall hold office for a term
expiring at the annual  meeting of  stockholders  at which the term of office of
the class to which they have been  elected  expires  and until  such  director's
successor  shall  have been duly  elected  and  qualified.  No  decrease  in the
number of  authorized  directors constituting  the whole Board shall shorten the
term of any  incumbent  director.

           (d)  Subject to the  rights of the  holders of any class or series of
Preferred Stock, any director, or the entire Board of Directors,  may be removed
from office at any time, but only for cause and only by the affirmative  vote by
the  holders  of at  least  a  majority  of  the  voting  power  of  all  of the
then-outstanding  shares of capital  stock of the  Corporation  entitled to vote
generally in the election of directors (the "Voting Stock"),  voting together as
a single class.

           Section 2.  Meetings of the Board of Directors  shall be held at such
place  within or without the State of Delaware as may from time to time be fixed
by, or determined in the manner provided by,  resolution of the Board, or as may
be  specified  in the call of any  meeting.  Regular  meetings  of the  Board of
Directors  shall be held at such  times as may from time to time be fixed by, or
determined  in the manner  provided  by,  resolution  of the Board,  and special
meetings may be held at any time upon the call of the Executive Committee or the
Chairman of the Board of Directors by oral,  telegraphic or written notice, duly
served on or sent or mailed to each  director not less than two days before such
meeting. A meeting of the Board may be held without notice immediately after the
annual meeting of stockholders at the same place at which such meeting was held.
Notice  need not be given of  regular  meetings  of the Board  held at times and
places  fixed by  resolution  of the  Board.  A meeting  may be held at any time
without  notice if all the  directors  are present or if those not present waive
notice of the meeting in writing, either before or after such meeting.

           Section  3.  The  Board  of  Directors  may,  in its  discretion,  by
resolution  passed by a majority  of the Whole  Board,  designate  an  Executive
Committee to consist of the  Chairman of the Board of Directors  and such number
of other  directors as the Board may from time to time  determine (not less than
three), which Committee, to the extent provided in said resolution,  shall have,
and may exercise,  when the Board is not in session,  the powers of the Board in
the management of the business and affairs of the Corporation,  except the power
to change the  membership or to fill  vacancies in the Board or said  Committee.
The Board  shall  have the power at any time to change  the  membership  of said
Committee (subject to the requirement that the Chairman of the Board be a member
thereof),  to fill vacancies in it, or to dissolve it. The  Executive  Committee
may  make  rules for the conduct its of business and may appoint such comnittees
and assistants as it shall from time to time deem necessary.

           Section  4. The  Board of  Directors  may from  time to time,  in its
discretion,  by resolution  passed by a majority of the Whole Board,  designate,
and appoint,  from the directors,  other committees of one or more persons which
shall have and may exercise such lawfully  delegable powers and duties conferred
or authorized by the resolutions of designation and appointment. The Board shall
have power at any time to change  the  members  of any such  committee,  to fill
vacancies, and to discharge any such committee.

           Section 5. Unless the Board shall provide otherwise,  the presence of
one-half of the total  membership of any committee of the Board shall constitute
a quorum for the  transaction  of business at any meeting of such  committee and
the act of a majority of those present shall be necessary and sufficient for the
taking of any action thereat.

           Section  6. The  Executive  Committee,  and any  other  committee  so
designated if the resolution  which  designates such committee or a supplemental
resolution  of the Board shall so provide,  may exercise the power and authority
of the Board to declare a dividend,  to  authorize  the  issuance of stock or to
adopt a  certificate  of  ownership  and merger  pursuant  to Section 253 of the
Delaware General Corporation Law.

                                   ARTICLE III

                                    OFFICERS

           Section 1. The Board of Directors as soon as may be practicable after
the  annual  meeting of  stockholders  shall  choose a Chairman  of the Board of
Directors and a Secretary  and from time to time may choose such other  officers
(including, without limitation, a President) as it may deem proper. The Chairman
of the Board of Directors shall be chosen from the directors.

           Section 2. The term of office of all officers shall be until the next
 annual election of officers and until their  respective  successors are chosen,
 but any officer may be removed from office at any time by the affirmative  vote
 of a majority of the members of the Whole Board.

           Section 3. All officers  chosen by the Board of Directors  shall each
have such powers and duties as generally  pertain to their  respective  offices,
subject to the specific provisions of this ARTICLE III. Such officers shall also
have such powers and duties as from time to time may be  conferred  by the Board
of Directors or by any committee thereof.

           Section 4. The  Chairman of the Board of Directors  shall  preside at
all meetings of stockholders  and of the Board. He shall see that all orders and
resolutions  of the Board of Directors and of any committee  thereof are carried
into effect.

           The President shall be the Chief Executive Officer of the corporation
and,  subject to the Board of  Directors,  shall  have  general  management  and
oversight of the administration and operation of the Corporation's  business and
general  supervision  of  its  policies  and  affairs.  During  the  absence  or
disability of the Chairman of the Board of Directors,  the President  shall have
and exercise all the powers of the Chairman of the Board of Directors.

           Each meeting of the  stockholders and of the Board of Directors shall
be presided  over by the Chairman of the Board of Directors  or, in his absence,
the President, or, in his absence, by such officer as has been designated by the
Board of  Directors  or, in his  absence,  by such officer or other person as is
chosen at the meeting.  The Secretary or, in his absence, the General Counsel of
the Corporation or such officer as has been designated by the Board of Directors
or, in his  absence,  such  officer  or other  person as is chosen by the person
presiding, shall act as secretary of each such meeting.

                                   ARTICLE IV

                              CERTIFICATES OF STOCK

           The  interest  of  each  stockholder  of  the  Corporation  shall  be
evidenced  by  certificates  for  shares  of stock in such  form as the Board of
Directors  may from  time to time  prescribe.  The  shares  of the  stock of the
Corporation  shall be transferred on the books of the  Corporation by the holder
thereof  in  person or by his  attorney,  upon  surrender  for  cancellation  of
certificates  for the same  number of shares,  with an  assignment  and power of
transfer endorsed thereon or attached thereto, duly executed, with such proof of
the  authenticity  of  the  signature  as the  Corporation  or  its  agents  may
reasonably require.

           The  certificates  of  stock  shall  be  signed,   countersigned  and
registered in such manner as the Board of Directors may by resolution prescribe,
which resolution may permit all or any of the signatures on such certificates to
be in facsimile. In case any officer, transfer agent or registrar who has signed
or whose facsimile  signature  has been placed upon a certificate  has ceased to
be such officer, transfer agent or registrar before such  certificate is issued,
it  may be issued by the Corporation  with the same effect as if  he  were  such
officer, transfer  agent  or  registrar  at  the date  of issue.

                                    ARTICLE V

                               CHECKS, NOTES, ETC.

           All checks on the Corporation's  bank accounts and all drafts,  bills
of exchange and promissory  notes,  and all  acceptances,  obligations and other
instruments for the payment of money,  shall be signed by such person or persons
as  shall  be  thereunto  authorized from time to time by the Board of Directors
or by the committee or officer  or officers of the Corporation to whom the Board
shall have  delegated the power to  authorize such signing;  provided,  however,
that the signature of any person so authorized on checks and drafts drawn on the
Corporation's  dividend and special  accounts  may be in facsimile  if the Board
of  Directors  or the  committee or officer or  officers,  whichever  shall have
authorized  such  person  to sign such checks or drafts,  shall have  authorized
such  person  to  sign in facsimile;  and provided further that in case notes or
other  instruments  for  the  payment  of  money  (other than  notes,  bonds  or
debentures issued  under  a  trust  instrument  of the Corporation) are required
to  be signed by two persons,  the signature thereon of only one of the  persons
signing any such note or other instrument  may be in facsimile,  and that in the
case  of  notes,  bonds or  debentures  issued under a trust instrument  of  the
Corporation and required to  be  signed  by  two  officers  of  the Corporation,
the  signatures  of  both  such  officers  may be in  facsimile  if specifically
authorized and directed  by  the  Board  of  Directors  of  the Corporation  and
if  such  notes,  bonds  or  debentures  are  required  to be authenticated by a
corporate trustee which is a party to the trust instrument; and provided further
that in  case any  person  or  persons  who  shall  have  signed  any such  note
or  other instrument, either manually or in facsimile, shall have ceased to be a
person  or  persons  so   authorized  to sign any such note or other instrument,
whether because  of  death  or by  reason  of any  other  fact  or circumstance,
before  such   note   or  other   instrument  shall   have  been   delivered  by
the   Corporation,  such   note   or  other  instrument  may,  nevertheless,  be
adopted  by the  Corporation and be issued and delivered as though the person or
persons who so signed such note or other  instrument had not ceased to be such a
person or persons.

                                   ARTICLE VI

                                     OFFICES

           The  Corporation may have offices outside of the State of Delaware at
such places as shall be determined from time to time by the directors.

                                   ARTICLE VII

                                   AMENDMENTS

           These By-Laws may be amended, added to, rescinded or  repealed at any
meeting of the Board of Directors or of the stockholders, provided notice of the
proposed change  was  given  in  the  notice of the meeting or, in the case of a
meeting  of  the  Board  of  Directors, in a notice given not less than two days
prior  to  the  meeting; provided, however, that with respect to any alteration,
amendment  or  repeal  of  any  provision  of these By-Laws by the stockholders,
notwithstanding any other provisions of these  By-Laws  or any  provision of law
which  might  otherwise  permit a lesser vote or no vote, but in addition to any
affirmative  vote of the holders of any particular class or series of the Voting
 Stock required by law, the  Certificate of  Incorporation,  any Preferred Stock
Designation or these By-Laws,  the  affirmative  vote of the holders of at least
eighty (80%) percent of the voting power of all the  then-outstanding  shares of
the Voting Stock voting together as a single class, shall be required  for  such
an  alteration,  amendment  or  repeal by  the  stockholders.

                                  ARTICLE VIII

                              EMERGENCY PROVISIONS

           During any emergency resulting from an attack on the United States or
on a locality in which the  Corporation  conducts  its  business or  customarily
holds  meetings of its Board of  Directors  or its  stockholders,  or during any
nuclear or atomic disaster, or during the existence of any catastrophe, or other
similar  emergency  condition,  as a result  of which a quorum  of the  Board of
Directors  of the  Corporation  or of the  Executive  Committee  of the Board of
Directors cannot readily be convened for action, the following  provisions shall
apply, notwithstanding any other provisions of the By-Laws of the Corporation:

     1.    An  emergency meeting or meetings of the Board of Directors or of the
surviving  members  thereof shall  be called  by  the  Chairman  of  the  Board,
if  available, or,  if he  is  not  available,  the  Chairman  of  the Executive
Committee,   or,  if  he   is  not   available,   by  any  other   director   or
directors;  any such  meeting  to be held at such  time and  place and upon such
notice,  if any, as the person or persons calling the meeting shall deem proper.
The Board may take any action at any such meeting  which it deems  necessary and
appropriate to meet the emergency.

     2.  Vacancies  in the  Board  of  Directors  shall  be  filled  as  soon as
practicable in the manner specified in Section 1 of ARTICLE II of these By-Laws.
In filling  vacancies,  consideration  shall be given to senior  officers of the
Corporation.

     3.   The  presence  of the smallest number of directors permitted by law to
constitute  a  quorum, but   not  less  than  three,  shall  be  sufficient  for
the  transaction  of business at emergency  meetings  of the Board of Directors,
except  that  if  there are less than  three  surviving directors, the surviving
director  or  directors, although  less than a quorum, may fill vacancies in the
Board.

     4. The By-Laws may be amended by the Board of Directors  without  notice of
the proposed amendment being given in the notice of the meeting.

     5. Without limiting the generality of the foregoing, the Board of Directors
is authorized to make all necessary  determinations of fact regarding the extent
and severity of the  emergency and the  availability  of members of the Board of
Directors; to designate and replace officers, agents and a chairman, adopt rules
of procedures and fill vacancies.

     6.    The  emergency  powers  provided  in  this  ARTICLE  VIII shall be in
addition  to  any  powers provided  by law.



CERTIFIED RESOLUTIONS OF ELJER INDUSTRIES, INC.

           I,  Wesley  A.  Thompson,  Secretary  of  ELJER INDUSTRIES, INC. (the
"Company"),  a  Delaware  corporation,  do  hereby  certify  that  the following
resolutions  were  duly  adopted  by  the  Board of Directors of the Company  on
October  17,  1989,  that  said  resolutions have not been rescinded, amended or
modified,  and  that  said  resolutions are in full force and effect on the date
hereof:

           RESOLVED,  that the first  sentence  of Section 3,  Article II of the
By-Laws shall be amended to read in its entirety as follows:

The  Board of  Directors  may,  in its  discretion,  by  resolution  passed by a
majority of the Whole Board,  designate an Executive Committee to consist of the
Chairman of the Board of  Directors  and such number of other  directors  as the
Board may from time to time determine  (such number of other directors to be not
less than two),  which  Committee,  to the extent  provided in said  resolution,
shall have,  and may exercise,  when the Board is not in session,  the powers of
the Board in the  management  of the  business  and affairs of the  Corporation,
except the power to change the  membership or to fill  vacancies in the Board or
said Committee.

           FURTHER RESOLVED,  that all actions of the Executive  Committee taken
prior to the amendment of the By-Laws  effected by the preceding  resolution are
ratified and approved,  notwithstanding  the fact that the  Executive  Committee
consisted  of two,  rather than three,  directors in addition to the Chairman of
the Board.

           IN  WITNESS  WHEREOF,  I have  set my  hand as of  this  19th  day of
December, 1989.

WESLEY A. THOMPSON, SECRETARY



         I,  George  W.  Hanthorn,  Secretary  of ELJER  INDUSTRIES,  INC.  (the
"Company"),  a  Delaware  corporation,  do  hereby  certify  that the  following
resolution was duly adopted by the Board of Directors of the Company on February
20, 1996, that said resolution has not been rescinded,  amended or modified, and
that said resolution is in full force and effect on the date hereof:

         RESOLVED,  that the first  sentence  of Section 1,  Article  III of the
By-laws shall be amended to read in its entirety as follows:

               The Board of  Directors  as soon as  possible  after  the  annual
               meeting of  stockholders  shall choose a chairman of the board of
               directors  and  secretary  and from time to time may choose  such
               other officers (including, without limitation, a President) as it
               may deem proper.  The chairman of the board of directors shall be
               chosen from the directors. Nothing in these By-laws shall prevent
               the same person from holding more than one office simultaneously.


         IN  WITNESS  WHEREOF,  I have set my hand as of this 4th day of  March,
1996.

GEORGE W. HANTHORN, SECRETARY