Exhibit  3.2

                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                             KERR-McGEE CORPORATION


                                    ARTICLE I
                                     OFFICES

     Section  1. The  principal  place of  business  of  Kerr-McGee  Corporation
("Corporation") shall be in Oklahoma City, Oklahoma.

     Section 2. The  Corporation  may also have  offices at such other places as
the Board of  Directors  may from time to time  appoint or the  business  of the
Corporation may require.

                                   ARTICLE II
                                      SEAL

     Section 1. The corporate seal shall have inscribed  thereon the name of the
Corporation,  the  year of its  organization,  and the  words  "Corporate  Seal,
Delaware".  The Corporate Seal may be used by causing it or a facsimile  thereof
to be impressed, affixed or reproduced.

     Section 2. The  corporate  seal shall be  retained  under the  custody  and
control of the Secretary or Assistant  Secretary except as and to the extent the
use of same by others may be expressly authorized by the Board of Directors.

                                   ARTICLE III
                             STOCKHOLDERS' MEETINGS

     Section 1. All meetings of the  stockholders for any purpose may be held at
such place as shall be stated in the notice of the meeting.

     Section 2. An annual meeting of the  stockholders  shall be held within one
hundred  fifty  (150)  days  after the end of each  fiscal  year as the Board of
Directors may set for a particular year's annual meeting,  at which meeting they
shall elect by a plurality vote by ballot a board of directors and transact such
other business as may properly be brought before the meeting.

     Section 3. 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 law, by the
Certificate of  Incorporation  or by these ByLaws.  If,  however,  such majority
shall not be present or  represented  at any  meeting of the  stockholders,  the
stockholders entitled to vote thereat, present in person or by proxy, shall have
the power to adjourn the meeting  from time to time,  without  notice other than
announcement at the meeting, until the requisite amount of voting stock shall be
present. At such adjourned meeting at which the requisite amount of voting stock
shall be  represented,  any  business  may be  transacted  which might have been
transacted at the meeting as originally notified.

     Section 4. At any meeting of the stockholders, every stockholder having the
right to vote shall be  entitled  to vote in person or by proxy  appointed  in a
manner prescribed by the Company and permitted by applicable law.

     Section 5. Except as may otherwise be provided by law or in the Certificate
of Incorporation of the Corporation,  or any amendment thereto, each stockholder
shall have one vote for each share of the 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 for  directors  which shall have been
transferred  on the books of the  Corporation  within twenty days preceding such
election of directors,  or on any other matter respecting which stockholders are
entitled to vote if such stock has been so transferred  within twenty days prior
to action on such matter.

     Section  6.  Except as  otherwise  provided  by law,  notice of the  annual
meeting of  stockholders  shall be given at least ten days prior to the meeting,
and in accordance  with Article XXI hereof,  to each  stockholder so entitled to
vote thereat.

     Section 7. A complete list of the  stockholders  so entitled to vote at the
ensuing election of directors  arranged in alphabetical  order, with the address
of each, and the number of voting shares  registered in the name of each,  shall
be filed in the  office  where  the  election  is to be held,  at least ten days
before every election, and shall at all times during the ordinary business hours
and during the whole time of said  election  be open to the  examination  of any
stockholder.

     Section  8.  Special  meetings  of the  stockholders,  for any  purpose  or
purposes,  unless otherwise  prescribed by statute,  shall be called only by the
Chief Executive  Officer of the Corporation or by the Secretary at the direction
of the Board of  Directors  pursuant  to a  resolution  approved by the Board of
Directors.

     Section 9. Business transacted at all special meetings shall be confined to
the objects stated in the notice of the meeting.

     Section  10.  Written  or  electronic   notice  of  a  special  meeting  of
stockholders,  stating the time and place and object thereof,  shall be given at
least ten days before such meeting,  and in accordance  with Article XXI hereof,
to each stockholder entitled to vote thereat.

     Section 11.

     (A) Annual Meeting of Stockholders.

     (1)  Nominations  of persons for  election to the Board of Directors of the
Corporation  and the proposal of business to be considered  by the  stockholders
may  be  made  at  an  annual  meeting  of  stockholders  (a)  pursuant  to  the
Corporation's  notice of meeting delivered pursuant to Article III, Section 6 of
these ByLaws,  (b) by or at the direction of the Chief Executive  Officer or the
Board of Directors or (c) by any  stockholder of the Corporation who is entitled
to vote at the meeting,  who complied  with the notice  procedures  set forth in
subparagraphs  (2) and (3) of this  paragraph  (A) of this  ByLaw  and who was a
stockholder  of record at the time such notice is delivered to the  Secretary of
the Corporation.

     (2) For  nominations  or other  business to be properly  brought  before an
annual  meeting by a stockholder  pursuant to clause (c) of paragraph  (A)(1) of
this ByLaw,  the stockholder must have given timely notice thereof in writing to
the  Secretary  of the  Corporation,  and,  in the case of  business  other than
nominations, such other business must be a proper matter for stockholder action.
To be  timely,  a  stockholder's  notice  shall be  delivered  in writing to the
Secretary at the principal  executive  offices of the  Corporation not less than
seventy  days nor more than  ninety days prior to the first  anniversary  of the
preceding year's annual meeting;  provided,  however, that in the event that the
date of the annual  meeting is advanced by more than twenty days,  or delayed by
more than seventy days, from such anniversary date, notice by the stockholder to
be timely must be so delivered  not earlier than the ninetieth day prior to such
annual  meeting  and not later  than the close of  business  on the later of the
seventieth  day prior to such annual  meeting or the tenth day following the day
on which public  announcement  of the date of such  meeting is first made.  Such
stockholder's  notice shall set forth (a) as to each person whom the stockholder
proposes to nominate for election or re-election  as a director all  information
relating to such person that is required to be  disclosed  in  solicitations  of
proxies for  election  of  directors,  or is  otherwise  required,  in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"),  including such person's written consent to being named in
the proxy statement as a nominee and to serving as a director if elected; (b) as
to any other business that the stockholder proposes to bring before the meeting,
a brief  description  of the business  desired to be brought before the meeting,
the  reasons for  conducting  such  business  at the  meeting  and any  material
interest in such business of such stockholder and the beneficial  owner, if any,
on whose behalf the proposal is made; and (c) as to the  stockholder  giving the
notice and the  beneficial  owner,  if any, on whose  behalf the  nomination  or
proposal is made (i) the name and address of such stockholder, as they appear on
the  Corporation's  books,  and of such beneficial  owner and (ii) the class and
number of shares of the Corporation  which are owned  beneficially and of record
by such stockholder and such beneficial owner.

     (3) Notwithstanding  anything in the second sentence of paragraph (A)(2) of
this ByLaw to the  contrary,  in the event that the  number of  directors  to be
elected to the Board of Directors of the  Corporation  is increased and there is
no public announcement naming all of the nominees for director or specifying the
size of the increased Board of Directors made by the Corporation at least eighty
days prior to the first  anniversary of the preceding  year's annual meeting,  a
stockholder's notice required by this ByLaw shall also be considered timely, but
only with respect to nominees for any new positions created by such increase, if
it shall be delivered to the Secretary at the principal executive offices of the
Corporation  not later than the close of business on the tenth day following the
day on which such public announcement is first made by the Corporation.

     (B) Special Meetings of Stockholders. Only such business shall be conducted
at a special  meeting  of  stockholders  as shall have been  brought  before the
meeting pursuant to the Corporation's notice of meeting pursuant to Article III,
Section 10 of these ByLaws.  Nominations of persons for election to the Board of
Directors may be made at a special  meeting of  stockholders  at which directors
are to be elected pursuant to the  Corporation's  notice of meeting (a) by or at
the direction of the Chief Executive Officer or the Board of Directors or (b) by
any stockholder of the  Corporation who is entitled to vote at the meeting,  who
complies  with  the  notice  procedures  set  forth in this  ByLaw  and who is a
stockholder  of record at the time such notice is delivered to the  Secretary of
the  Corporation.  Nominations  of  stockholders  of persons for election to the
Board of Directors may be made at such a special  meeting of stockholders if the
stockholder's  notice as  required  by  paragraph  (A)(2) of this ByLaw shall be
delivered to the Secretary at the principal executive offices of the Corporation
not earlier than the ninetieth  day prior to such special  meeting and not later
than the  close of  business  on the later of the  seventieth  day prior to such
special meeting or the tenth day following the day on which public  announcement
is first made of the date of the special meeting and of the nominees proposed by
the Board of Directors to be elected at such meeting.

     (C) General.

     (1) Only persons who are nominated in accordance  with the  procedures  set
the forth in this ByLaw shall be eligible  to serve as  directors  and only such
business  shall be  conducted  at a meeting of  stockholders  as shall have been
brought  before the meeting in accordance  with the procedures set forth in this
ByLaw.  Except as otherwise provided by law, the Certificate of Incorporation or
these  ByLaws,  the  chairman  of the  meeting  shall have the power and duty to
determine whether a nomination or any business proposed to be brought before the
meeting was made in accordance  with the procedures set forth in this ByLaw and,
if any proposed  nomination or business is not in compliance with this ByLaw, to
declare  that  such  defective  nomination  shall be  disregarded  or that  such
proposed business shall not be transacted.

     (2) For purposes of this ByLaw, "public announcement" shall mean disclosure
in a press release  reported by the Dow Jones News Service,  Associated Press or
comparable  national  news  service  or in a  document  publicly  filed  by  the
Corporation with the Securities and Exchange  Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.

     (3) For purposes of this ByLaw, no adjournment nor notice of adjournment of
any  meeting  shall be deemed to  constitute  a new notice of such  meeting  for
purposes of this  Section 11, and in order for any  notification  required to be
delivered  by a  stockholder  pursuant  to this  Section 11 to be  timely,  such
notification  must be delivered  within the periods set forth above with respect
to the originally scheduled meeting.

     (4) Notwithstanding  the foregoing  provisions of this ByLaw, a stockholder
shall also comply with all applicable  requirements  of the Exchange Act and the
rules and  regulations  thereunder with respect to the matters set forth in this
ByLaw.  Nothing  in  this  ByLaw  shall  be  deemed  to  affect  any  rights  of
stockholders  to request  inclusion  of  proposals  in the  Corporation's  proxy
statement pursuant to Rule 14a-8 under the Exchange Act.

                                   ARTICLE IV
                                    DIRECTORS

     Section 1. The property and business of the Corporation shall be managed by
its Board of Directors, the members of which need not be stockholders.

     Section 2. The Board of Directors of the Corporation  shall consist of such
number of  directors,  not less than three,  as shall from time to time be fixed
exclusively  by  resolution of the Board of  Directors.  The directors  shall be
divided  into  three  classes  in the  manner  set forth in the  Certificate  of
Incorporation  of the  Corporation,  each class to be  elected  for the term set
forth therein.  Directors shall (except as hereinafter  provided for the filling
of vacancies  and newly  created  directorships)  be elected by the holders of a
plurality  of the voting  power  present in person or  represented  by proxy and
entitled to vote.

     Section 3. Each  director  shall be elected  to serve  until his  successor
shall be elected and shall  qualify.  A person who has passed his 64th  birthday
and who has not theretofore served as a director of the Corporation shall not be
eligible to be elected a  director,  whether  pursuant  to this  Section 3 or to
Section 6, of this Article.  A person who has passed his 73rd birthday shall not
in any event be eligible for reelection  for continued  service as a director of
the Corporation, irrespective of prior service as a director of the Corporation.
A person who has retired as an employee  shall not in any event be eligible  for
election or reelection  to the Board or be qualified for continued  service as a
Director of the  Corporation  irrespective of prior service as a Director of the
Corporation. For purposes of this section, any service as a director of Westport
Resources  Corporation  prior  to  the  Corporation's  acquisition  of  Westport
Resources  Corporation  shall be deemed to be prior service as a director of the
Corporation.  Any failure of any director to meet the qualifications for service
as a director set forth in these ByLaws, or otherwise under law, shall result in
the termination of the term of such director.

     Section 4. The directors may hold their meetings,  have one or more offices
and keep the books of the Corporation in the City of Oklahoma City, Oklahoma, or
at such other places as they may from time to time determine and designate.

     Section 3. The members of the Board of Directors or any  committee  thereof
may participate in a meeting of such Board or committee,  as the case may be, by
means of  conference  telephone  or other  communications  equipment by means of
which  all  persons  participating  in the  meeting  can hear  each  other,  and
participation in a meeting pursuant to this subsection shall constitute presence
in person at such a meeting.

     Section 4.  Vacancies in the Board of Directors,  however  occasioned,  and
newly created directorships resulting from any increase in the authorized number
of directors,  may be filled only by a majority of the remaining  directors then
in office though less than a quorum and the accepting  directors so chosen shall
hold office for a term as set forth in the Certificate of  Incorporation  of the
Corporation  and until a  successor  or  successors  have been duly  elected and
qualified unless sooner displaced.

     Section 5.  Notwithstanding the foregoing,  whenever the holders of any one
or more  series of  Preferred  Stock  issued by the  Corporation  shall have the
right,  voting  separately by series, to elect directors at an annual or special
meeting of  stockholders,  the  election,  term of office,  removal,  filling of
vacancies  and other  features  of such  directorships  shall be governed by the
terms of the  Amended  and  Restated  Certificate  of  Incorporation  applicable
thereto,  and such  directors  so  elected  shall not be  divided  into  classes
pursuant  to  Article  SEVENTH  of  the  Amended  and  Restated  Certificate  of
Incorporation  unless expressly  provided by such terms. The number of directors
that may be elected by the holders of any such series of  Preferred  Stock shall
be in  addition to the number  fixed by or  pursuant  to the  ByLaws.  Except as
otherwise  expressly  provided  in the  terms  of such  series,  the  number  of
directors  that may be so  elected by the  holders  of any such  series of stock
shall be elected for terms expiring at the next annual  meeting of  stockholders
and  without  regard  to the  classification  of the  members  of the  Board  of
Directors as set forth in Section 2 hereof,  and  vacancies  among  directors so
elected by the  separate  vote of the  holders of any such  series of  Preferred
Stock shall be filled by the  affirmative  vote of a majority  of the  remaining
directors elected by such series, or, if there are no such remaining  directors,
by the holders of such series in the same manner in which such series  initially
elected a director.

     Section 6. Subject to provisions of pertinent  law and the  Certificate  of
Incorporation, dividends, if any, declared respecting any class of shares of the
Corporation's  capital  stock may be declared by the Board of  Directors  at any
regular  meeting thereof and despite any provision of the ByLaws to the contrary
at  any  special  meeting  thereof,  whether  or  not  consideration  or  action
respecting  dividends be stated in the notice thereof; and dividends may be paid
in cash or, if the  declaration  thereof so  provides,  in  property,  including
shares  of the  Corporation.  There  may be set  aside  out of any  funds of the
Corporation  available for dividends  such sum or sums as the Board of Directors
from time to time, in its absolute discretion, deems proper as a reserve fund to
meet contingencies,  or for equalizing  dividends,  or for repair or maintaining
any  property  of the  Corporation,  or for such  other  purpose as the Board of
Directors shall deem conducive to the interest of the Corporation, and the Board
of Directors may abolish any reserve in the manner in which it was created.

     Section  7. The  Board of  Directors  shall  have  power to close the stock
transfer  books  of the  Corporation  for a  period  not  exceeding  sixty  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 any other
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 sixty
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 for such other purpose,  as a record date for the determination of the
stockholders entitled to notice of, and to vote at, any such meeting 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  for  such  other  purpose,  and  in  such  case  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 such allotment of rights,  or to exercise such rights or
to be considered as  stockholders  for such other  purpose,  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.

     Section  8. In  addition  to the  powers and  authorities  by these  ByLaws
expressly conferred upon it, the Board of Directors 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 ByLaws directed or required
to be exercised or done by the stockholders.

     Section 9. Any action  required or  permitted to be taken at any meeting of
the Board of Directors  may be taken without a meeting if prior to such action a
written  consent  thereto is signed by all members of the Board and such written
consent is filed with the minutes of proceedings of the Board.

                                    ARTICLE V
                                   COMMITTEES

     Section 1. The Board of Directors may appoint an Executive Committee of two
or more directors,  which shall consist of the Chief Executive  Officer and such
other director or directors as shall be designated by resolution  adopted by the
Board of Directors.  Such  Committee  shall have and may exercise all the powers
and  authority of the Board of Directors in the  management  of the business and
affairs of the Corporation while the Board of Directors is not in session except
that it shall not have power or  authority  in  reference  to (1)  amending  the
Certificate   of   Incorporation,   (2)  adopting  an  agreement  of  merger  or
consolidation  under Section 251 or 252 of the Delaware General Corporation Law,
(3)  recommending  to the  stockholders  the sale,  lease or  exchange of all or
substantially all of the Corporation's  property and assets, (4) recommending to
the stockholders  dissolution of the Corporation or revocation of a dissolution,
or (5) amending the ByLaws;  nor shall it have any power or authority  which the
Board  of  Directors  has by  resolution  withheld  from  it.  Vacancies  in the
membership  of the  Committee  shall be filled by the  Board of  Directors  at a
regular meeting or a special meeting called for that purpose.

     Section 2. The  Committees of the Board shall be governed by Subsection (2)
of Section 141(c) of the Delaware General Corporation Law which provides for the
designation  of  committees  of the  Corporation's  Board of  Directors  and the
permissible functions of such committees.

     Section 3. The Board of Directors by resolution or resolutions adopted by a
majority  of the  Board  of  Directors  may  designate  other  committees,  each
committee to consist of two or more directors of the Corporation and to exercise
such powers and duties and to have such name as may be  designated by resolution
adopted by the Board of Directors.

     Section 4. Each committee of the Board of Directors may meet at such stated
times  and/or upon call with such  notice as said  committee  may by  resolution
provide  from time to time.  At all  meetings of each  committee,  a majority of
members thereof shall be necessary and sufficient to constitute a quorum for the
transaction of business, and the act of a majority of the members present at any
meeting at which there is a quorum shall be the act of the committee.

     Section 5.  Committees of the Board of Directors shall keep regular minutes
of their  proceedings.  Any  action  required  or  permitted  to be taken at any
meeting of the  Committee may be taken without a meeting if prior to such action
a written  consent  thereto is signed by all members of the  Committee  and such
written consent is filed with the minutes of proceedings of the Committee.

                                   ARTICLE VI
                            COMPENSATION OF DIRECTORS

     Section 1. Directors may, pursuant to resolution of the Board of Directors,
be paid a stated sum with  respect to each  regular and  special  meeting of the
Board of Directors  and be allowed  their  expenses of  attendance,  if any, for
attending  each  meeting  of the  Board  of  Directors.  Directors  who  are not
full-time employees of the Corporation may be paid such additional  compensation
for their  services as directors as may from time to time be fixed by resolution
of the Board of  Directors.  Nothing  herein  contained  shall be  construed  to
preclude any Director  from serving the  Corporation  in any other  capacity and
receiving compensation therefor.

     Section  2.  Members  of the  Executive  Committee  and  members  of  other
committees  of the Board of  Directors  who are not  full-time  employees of the
Corporation  may,  pursuant to resolution  of the Board of Directors,  be paid a
stated sum for attending meetings of such committees.  All members of committees
of the Board of Directors may, pursuant to resolution of the Board of Directors,
be allowed their expenses of attendance,  if any, for attending meetings of such
committees.

                                   ARTICLE VII
                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 1. Annual  meetings of the Board of Directors shall be held at such
place within or without the State of Delaware as soon as  practicable  following
the election of new directors at the annual meeting of the stockholders.

     Section 2. Regular  meetings of the Board of Directors  may be held at such
time and place,  within or without  the State of  Delaware as shall from time to
time be  determined  by the  Board of  Directors.  After  there  has  been  such
determination and notice thereof has been once given to each member of the Board
of  Directors,  regular  meetings may be held  without any further  notice being
given.

     Section 3. Special  meetings of the Board of Directors may be called by the
Chief Executive  Officer on twenty-four  hour's notice to each director,  either
personally  or by mail, by telegram,  or by other means  permitted by applicable
law;  special  meetings  shall be  called  by the  Chief  Executive  Officer  or
Secretary in like manner and on like notice on the written request of a majority
of the directors.

     Section 4. At all  meetings  of the Board of  Directors,  a majority of the
directors  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 the
Certificate  of  Incorporation  or by these  ByLaws.  If a quorum  shall  not be
present at any meeting of the Board of Directors,  the directors present thereat
may  adjourn  the  meeting  from  time  to  time,   without  notice  other  than
announcement at the meeting, until a quorum shall be present.

                                  ARTICLE VII-A
                           WAR AND NATIONAL EMERGENCY

     Section 1. The  emergency  bylaws  provided in this Article  VII-A shall be
operative during any emergency resulting from an attack on the United States, 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  cannot readily be convened for action.  To the extent
not  inconsistent  with these  emergency  bylaws,  the ByLaws of the Corporation
shall  remain in effect  during any  emergency  and upon its  termination  these
emergency bylaws shall cease to be operative.

     Section 2. During any such  emergency  a meeting of the Board of  Directors
may be called by any officer or director by giving two days'  notice  thereof to
such of the  directors  as it may be  feasible  to reach at the time and by such
means as may be feasible at the time.  The notice shall specify the time and the
place of the meeting,  which shall be the head office of the  Corporation or any
other place  specified in the notice.  At any such meeting  three members of the
then existing  Board of Directors  shall  constitute a quorum,  which may act by
majority vote.

     Section 3. If the number of directors  who are  available to act shall drop
below three, additional directors, in whatever number is necessary to constitute
a Board of three  Directors,  shall be  selected  automatically  from the  first
available  officers  or  employees  in  the  order  provided  in  the  emergency
succession list  established by the Board of Directors and in effect at the time
an emergency arises.  Additional  directors,  beyond the minimum number of three
directors, but not more than three additional directors, may be elected from any
officers or employees on the emergency succession list.

     Section 4. The Board of Directors is empowered  with the maximum  authority
possible under the Delaware  Corporation  Law, and all other  applicable law, to
conduct the interim management of the affairs of the Corporation in an emergency
in what it considers to be in the best interests of the  Corporation  (including
the  right  to  amend  this  Article)  irrespective  of  the  provisions  of the
Certificate of Incorporation or of the ByLaws.

                                  ARTICLE VIII
                                    OFFICERS

     Section 1. The officers of the Corporation  shall be chosen by the Board of
Directors, shall include a Chief Executive Officer, and may include a President,
a Chairman of the Board (who shall be selected from the directors then serving),
one or more Vice Chairmen of the Board (who shall be selected from the directors
then serving),  one or more Executive Vice  Presidents,  Senior Vice Presidents,
and Vice Presidents,  respectively,  a General Counsel, a Secretary, one or more
Assistant  Secretaries,  a Treasurer,  one or more Assistant  Treasurers,  and a
Controller.  Any number of  offices  may be held by the same  person,  but if an
instrument is required by law to be executed, acknowledged or verified by two or
more officers,  no officer shall execute,  acknowledge or verify such instrument
in more than one capacity for such purpose.

     Section 2.  Without  limiting the right of the Board of Directors to choose
officers of the  Corporation at any time when vacancies occur or when the number
of officers is increased, the Board of Directors at the first meeting after each
annual  meeting  of  stockholders  shall  choose a Chief  Executive  Officer,  a
President  and  such  other  officers  as  shall  be  designated  at such  time,
including, if so designated,  a Chairman of the Board, one or more Vice Chairmen
of the  Board,  Executive  Vice  Presidents,  Senior  Vice  Presidents  and Vice
Presidents,  respectively, a General Counsel, a Secretary, one or more Assistant
Secretaries,  a Treasurer,  one or more Assistant Treasurers,  and a Controller.
None of said  officers,  except the Chairman of the Board,  and Vice Chairmen of
the Board, need be members of the Board.

     Section 3. The Board of Directors may choose such other officers and agents
as it shall deem  necessary or advisable,  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 of  Directors,  or, in the absence of
exact  specification  or limitation  thereof by the Board of  Directors,  as the
Chief  Executive  Officer may determine from time to time.  Subject to the below
provisions,  each of the  officers  of the  Corporation  elected by the Board of
Directors or appointed by an officer in accordance  with these ByLaws shall have
the  powers  and  duties  prescribed  by law,  by the  ByLaws or by the Board of
Directors  and,  in the  case of  appointed  officers,  the  powers  and  duties
prescribed by the appointing  officer,  and, unless otherwise  prescribed by the
ByLaws or by the Board of Directors or such appointing officer,  shall have such
further powers and duties as ordinarily pertain to that office.

     Section 4. The  salaries  of all  officers  of the  Corporation  and of its
wholly owned subsidiaries, other than his own salary, shall be determined by the
Chief Executive  Officer but shall be reviewed from time to time by an Executive
Compensation  Committee  appointed  by the  Board of  Directors  from  among its
members.  The Executive  Compensation  Committee shall recommend to the Board of
Directors such changes in the officers' salaries as fixed by the Chief Executive
Officer as it may deem appropriate and the Board of Directors shall instruct the
Chief Executive  Officer to implement those of the recommended  changes which it
approves.  The salary of the Chief Executive  Officer shall be determined by the
Executive Compensation Committee.

     Section 5. 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 with or without
cause by the affirmative vote of a majority of the whole Board of Directors.

                                   ARTICLE IX
                              CHAIRMAN OF THE BOARD

     Section 1. The  Chairman of the Board  shall do and perform  such duties as
may from time to time be assigned to him by the Board of  Directors or the Chief
Executive Officer.

                                    ARTICLE X
                             CHIEF EXECUTIVE OFFICER

     Section 1. The Chief Executive Officer shall preside at all meetings of the
stockholders and of the Board of Directors,  and shall be a member,  ex officio,
of all  committees,  except the Audit,  Stock Option,  Nominating  and Executive
Compensation  committees.  The Chief  Executive  Officer  shall have general and
active  management  of the business of the  Corporation,  and shall see that all
orders and  resolutions of the Board of Directors and of the committees  thereof
are carried into effect.

     Section 2. The Chief Executive  Officer shall have authority,  which he may
delegate,  to execute  certificates of stock,  bonds, deeds, powers of attorney,
mortgages  and  other  contracts,  under  the  seal of the  Corporation,  unless
required by law to be  otherwise  signed and executed and unless the signing and
execution  thereof shall be expressly and exclusively  delegated by the Board of
Directors to some other officer or agent of the Corporation.

                                   ARTICLE XI
                           VICE CHAIRMAN OF THE BOARD

     Section 1. In the absence of the Chief Executive Officer, the Vice Chairman
(or, if there exists more than one Vice Chairman,  the Vice Chairman  designated
by the Board of  Directors)  shall serve as the Chief  Executive  Officer of the
Corporation.  The Vice  Chairmen of the Board shall  advise and counsel with the
Chief  Executive  Officer and with other officers of the  Corporation,  and each
shall do and perform  such other  duties as may from time to time be assigned to
him by the Board of Directors or the Chief Executive Officer.

     Section 2. Any Vice Chairman of the Board,  to the extent  delegated by the
Chief Executive Officer or the Board of Directors,  may execute  certificates of
stock, bonds, deeds, powers of attorney, mortgages and other contracts under the
seal of the  Corporation,  unless  required  by law to be  otherwise  signed and
executed and unless the signing and execution thereof be expressly  delegated by
the Board of Directors to some other officer or agent of the Corporation.

                                   ARTICLE XII
                                    PRESIDENT

     Section 1. The  President,  if one is elected,  may be the chief  operating
officer of the Corporation.

     Section 2. The President  shall have the authority,  which he may delegate,
to execute  certificates of stock, bonds,  deeds, powers of attorney,  mortgages
and other contracts,  under the seal of the Corporation,  unless required by law
to be otherwise signed and executed and unless the signing and execution thereof
shall be expressly  and  exclusively  delegated by the Board of Directors or the
Chief Executive Officer to some other officer or agent of the Corporation.

                                  ARTICLE XIII
                                 VICE PRESIDENTS

     Section 1. There may be one or more Executive Vice Presidents,  one or more
Senior Vice Presidents,  and such other Vice  Presidents,  with or without other
such special designations, as may be elected by the Board of Directors from time
to time.

     Section 2. The Executive Vice  Presidents  and each of the Vice  Presidents
shall have the authority to sign certificates of stock, bonds, deeds,  mortgages
and other contracts,  unless required by law to be otherwise signed and executed
and unless the signing and execution  thereof shall be expressly and exclusively
delegated by the Board of Directors or the Chief Executive Officer to some other
officer or agent of the  Corporation,  and perform such duties and exercise such
powers as the Board of Directors or the Chief Executive Officer shall prescribe.

                                   ARTICLE XIV
                                    SECRETARY

     Section  1.  The  Secretary  shall  attend  all  sessions  of the  Board of
Directors  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 all  committees of the Board of Directors when required.
He shall give, or cause to be given, all required notices of all meetings of the
stockholders and of the Board of Directors,  and shall perform such other duties
as may be prescribed by the Board of Directors or the Chief  Executive  Officer,
under whose supervision he shall be. He shall be responsible for keeping in safe
custody the seal of the Corporation, and when such is proper, he shall affix the
same to any instrument  requiring it, and when so affixed,  it shall be attested
by his signature or by the signature of an Assistant Secretary.

     Section 2. The  Assistant  Secretaries  in the absence or disability of the
Secretary  shall  perform and  exercise  the powers of the  Secretary  and shall
perform such further duties as may be prescribed by the Secretary,  the Board of
Directors or the Chief Executive Officer.

                                   ARTICLE XV
                                    TREASURER

     Section 1. The Treasurer  shall 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 monies
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 or the Chief
Executive Officer.

     Section 2. The Treasurer  shall: (a) endorse or cause to be endorsed in the
name of the  Corporation  for  collection  the  bills,  notes,  checks  or other
negotiable  instruments  received  by the  Corporation,  (b) sign or cause to be
signed all bills,  notes,  checks or other negotiable  instruments issued by the
Corporation  and (c) pay out or cause to be paid out money,  as the  Corporation
may require, taking proper vouchers therefor;  provided, however, that the Board
of Directors and the Chief Executive Officer may by resolution delegate, with or
without  power  to  re-delegate,  any and  all of the  foregoing  duties  of the
Treasurer  to other  officers,  employees or agents of the  Corporation,  and to
provide  that other  officers,  employees  and  agents  shall have power to sign
bills, notes,  checks,  vouchers,  orders, or other instruments on behalf of the
Corporation.  The Treasurer shall render to the Chief  Executive  Officer and to
the  Board of  Directors,  whenever  they may  require  it,  an  account  of his
transactions as Treasurer.

     Section 3. The Treasurer  shall give the  Corporation a bond if required by
the Board of Directors in a sum, and with one or more sureties  satisfactory  to
the Board, for the faithful  performance of the duties of his office and for the
restoration of 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.

     Section 4. The  Assistant  Treasurers  in the absence or  disability of the
Treasurer  shall  perform and  exercise  the powers of the  Treasurer  and shall
perform such further duties as may be prescribed by the Treasurer,  the Board of
Directors or the Chief Executive Officer.


                                   ARTICLE XVI
                                   CONTROLLER

     Section 1. The Controller shall have charge of the  Corporation's  books of
account,  records  and  auditing,  and shall be  subject  in all  matters to the
control of the Board of Directors and the Chief Executive Officer.

                                  ARTICLE XVII
                 VACANCIES AND DELEGATION OF DUTIES OF OFFICERS

     Section 1. If the  office of any  officer  or agent,  one or more,  becomes
vacant by reason of death, resignation,  retirement,  disqualification,  removal
from office,  or  otherwise,  the Board of  Directors  may choose a successor or
successors,  who shall, unless the Board of Directors otherwise specifies,  hold
office for the  unexpired  term in respect of which such  vacancy  occurred,  or
until his successor shall be elected.

     Section 2. In case of the absence of any officer of the Corporation, or for
any other reason that the Board of Directors may deem  sufficient,  the Board of
Directors  may  delegate,  for the time being,  the powers or duties,  or any of
them,  of such  officer  to any other  officers  and/or  directors;  provided  a
majority of the entire Board of Directors concurs therein.

                                  ARTICLE XVIII
                             STOCK AND STOCKHOLDERS

     Section 1. The shares of stock of the  Corporation  shall be represented by
certificates,  provided that the Board of Directors may provide by resolution or
resolutions  that  some  or  all  of  any  or  all  classes  or  series  of  the
Corporation's  stock shall be uncertificated  shares.  Any such resolution shall
not apply to shares  represented  by a  certificate  until such  certificate  is
surrendered  to  the  Corporation.   Notwithstanding  the  adoption  of  such  a
resolution  by the Board of  Directors,  every  holder of stock  represented  by
certificates  and upon request  every holder of  uncertificated  shares shall be
entitled to have a certificate as provided in Article XVIII,  Section 2 of these
ByLaws,  or as  otherwise  permitted by law,  representing  the number of shares
registered in certificate form.

     Section 2. 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 of the Board,  Chief  Executive  Officer,  Vice  Chairman of the Board,
President or a Vice President,  and the Secretary or an Assistant Secretary. Any
and all signatures on a stock certificate may be a facsimile.

     Section 3. Upon surrender to the  Corporation  of a certificate  for shares
duly endorsed or  accompanied by proper  evidence of  succession,  assignment or
authority to  transfer,  the  Corporation  will issue a new  certificate  to the
person entitled  thereto,  cancel the old certificate and record the transaction
upon its books.  Transfers of uncertificated  shares will be made on the records
of the Corporation as may be provided by law.

     Section 4. 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 or shares on the part of any other  person  whether  or not it shall
have express or other notice thereof,  except as expressly  provided by the laws
of Delaware.

     Section 5. A new  certificate of stock of the  Corporation may be issued in
place of any  certificate  theretofore  issued by the Corporation and alleged to
have been lost, stolen or destroyed.

     The  Board of  Directors  may from  time to time  prescribe  the  terms and
conditions under which such new certificates may be issued.  Among other things,
the Board of Directors may require that the owner of the allegedly lost,  stolen
or destroyed certificate,  or his legal representatives,  submit proper evidence
in writing and under oath that the alleged loss, theft, or destruction  actually
occurred,   and  may  require  that  such  owner  or  representatives  give  the
Corporation a bond,  satisfactory  to the  Corporation  as to form and security,
sufficient  to  indemnify  the  Corporation  against  any claim that may be made
against it on account of the  alleged  loss,  theft or  destruction  of any such
certificate or the issuance of any such new  certificate.  A new certificate may
be issued  without  requiring  any bond when,  in the  judgment  of the Board of
Directors  or of any officer of the  Corporation  to whom the Board of Directors
may delegate appropriate authority, it is proper to waive the bond requirement.

                                   ARTICLE XIX
                   INSPECTION OF BOOKS, CHECKS AND FISCAL YEAR

     Section  1. The  Board  of  Directors  shall  determine  from  time to time
whether,  and, if allowed,  when and under what  conditions and  regulations the
accounts  and  books  of the  Corporation  (except  such  as may by  statute  be
specifically  open  to  inspection),  or any  of  them,  shall  be  open  to the
inspection of the stockholders, and the stockholders' rights in this respect are
and shall be restricted and limited accordingly.

     Section 2. Checks or demands for money and notes of the  Corporation may be
signed by such  officer or officers  or such person or persons  other than those
herein  authorized  and in such  manner as the Board of  Directors  or the Chief
Executive Officer may from time to time provide.

     Section  3. The fiscal  year  shall  begin the first day in January of each
year and end the following December 31.


                                   ARTICLE XX
                           DIRECTORS' ANNUAL STATEMENT

     Section 1. The Board of Directors  shall  present at each annual  meeting a
full and clear statement of the business and condition of the Corporation.

                                   ARTICLE XXI
                                     NOTICES

     Section  1.  Whenever   under  the   provisions  of  the   Certificate   of
Incorporation or of these ByLaws notice (which as herein used shall include also
annual reports,  proxy statements and solicitations and other  communications to
holders of the Corporation's  securities) is required to be, or may be, given to
any director,  officer,  stockholder  or other person,  it may,  unless  legally
controlling  provisions  prohibit  the same,  be given in writing,  by mail,  by
depositing the same in any U.S. post office or letter-box,  in a postpaid sealed
wrapper addressed to such person to whom the notice may be, or is required to be
given,  at such  address  as appears  on the books of the  Corporation,  and all
notices given in accordance  with the provisions of this Article shall be deemed
to be given at the time when the same is deposited in the mail. In addition, the
Corporation  may give  notice by  electronic  transmission  pursuant to Title 8,
Section 232 of the Delaware Code, or its successor.

     Section 2. Should a person who is a  stockholder  own shares  evidenced  by
more than one  stock  certificate,  nevertheless  only one  notice  (when any is
required  to be, or may be,  given to holders  of shares of any or all  classes)
shall be, in the sole discretion of the  Corporation,  required to be mailed and
if different addresses as to such person are recorded on the Corporation's stock
ledger the notice may be mailed to the address  that  appears to have been given
latest in time unless the stockholders  shall have expressly  directed otherwise
in writing to the  Secretary of the  Corporation,  nor shall  variations  in the
designation of the name or identity of any one  stockholder  require the mailing
of more than one notice to any one  stockholder,  which may be mailed to any one
of the  names or  designations  that may so appear  in the  Corporation's  stock
ledger with  respect to such  stockholder;  and, at the sole  discretion  of the
Corporation,  the distribution of dividend payments may be, unless a stockholder
shall expressly request multiple  distributions  strictly in accordance with the
stock ledger record of his multiple ownerships, handled in accordance with or so
as not to be repugnant to the purpose of the above provisions, which is to avoid
the expenditure by the  Corporation of effort,  time and expense in such matters
that might have been avoided had the  recording of a  stockholder's  name and/or
address  incident to his  multiple  record  ownership  of shares  been  effected
accurately, uniformly and consistently.

     Section 3. Any  stockholder,  director  or officer  may waive in writing or
otherwise  any notice  required to be given under the  provisions  of  pertinent
statutes or of the Certificate of  Incorporation or of these ByLaws. A waiver of
notice in  writing,  signed by the person or persons  entitled  to said  notice,
whether before or after the time stated therein,  shall be deemed  equivalent to
such notice.

                                  ARTICLE XXII
                                 INDEMNIFICATION

     Section 1. The Corporation  shall, to the full extent permitted by the Laws
of the State of Delaware as then in effect or, if less  stringent,  in effect on
December 31, 1985 ("Delaware Law"), indemnify any person (the "Indemnitee") made
or threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative and
whether or not by or in the right of the Corporation, by reason of the fact that
the Indemnitee is or was a director,  officer or employee of the  Corporation or
is or was serving at the  request of the  Corporation  as a  director,  officer,
employee,  trustee,  partner,  or other agent of any other  enterprise  or legal
person (any such action, suit or proceeding being herein referred to as a "Legal
Action") against all expenses (including attorneys' fees), judgments,  fines and
amounts paid in settlement actually and reasonably incurred by the Indemnitee in
connection  with such  Legal  Action  or its  investigation,  defense  or appeal
(herein called "Indemnified  Expenses"),  if the Indemnitee has met the standard
of conduct necessary under Delaware Law to permit such  indemnification.  Rights
to indemnification shall extend to the heirs, beneficiaries,  administrators and
executors of any deceased Indemnitee.

     For purposes of this Section,  reference to "any other  enterprise or legal
person"  shall  include  employee  benefit  plans;  references  to "fines" shall
include  any excise  taxes  assessed  on a person  with  respect to an  employee
benefit  plan;  and  references  to "serving at the request of the  Corporation"
shall  include  any  service as a  director,  officer,  employee or agent of the
Corporation  which imposes  duties on, or involves  services by, such  director,
officer,  employee,  or agent with  respect to an  employee  benefit  plan,  its
participants, or beneficiaries.

     The  Indemnified  Expenses  shall be paid by the  Corporation in advance as
shall be appropriate to permit  Indemnitee to defray such expenses  currently as
incurred,  provided the Indemnitee  agrees in writing that in the event it shall
ultimately be determined as provided  hereunder that Indemnitee was not entitled
to be indemnified,  then Indemnitee shall promptly repay to the Corporation such
amounts so paid.  The  prepayment  of expenses as provided for in this Section 1
shall be  authorized  by the Board of Directors in the specific  case unless the
Board of Directors receives within thirty (30) days of the Indemnitee's  request
for indemnification an opinion of counsel selected in the manner provided for in
Section 2 of this  Article XXII that there is no  reasonable  basis for a belief
that the Indemnitee's conduct met the requisite standard of conduct. The fees of
such  counsel  and all  related  expenses  shall,  in all cases,  be paid by the
Corporation.

     Section 2. The determination of whether  Indemnitee has met the standard of
conduct required to permit  indemnification  under this ByLaw shall in the first
instance be submitted to the Board of Directors of the Corporation. If the Board
by a majority  vote of a quorum  consisting of directors who were not parties to
such Legal Action determines Indemnitee has met the required standard of conduct
such determination shall be conclusive; but if such affirmative majority vote is
not given,  then the matter shall be referred to  independent  legal counsel for
determination.  Such outside counsel shall be selected by agreement of the Board
of Directors and  Indemnitee  or, if they are unable to agree,  then by lot from
among those New York City law firms which (i) have more than 100 attorneys, (ii)
have a substantial  practice in the corporate and securities areas of law, (iii)
have not performed any services for the  Corporation or any of its  subsidiaries
or affiliates  for at least five (5) years and (iv) have a rating of "av" in the
then current  Martindale-Hubbell Law Directory. The fees and expenses of counsel
in connection with making this determination shall be paid by the Corporation.

     Notwithstanding  the foregoing,  if dissatisfied  with the determination so
made by counsel,  Indemnitee may within two (2) years  thereafter,  petition any
court of competent  jurisdiction to determine whether  Indemnitee is entitled to
indemnification  under the provisions hereof and such court shall thereupon have
the exclusive  authority to make such  determination.  The Corporation shall pay
all expenses  (including  attorneys'  fees)  actually  incurred by Indemnitee in
connection with such judicial determination.

     The  termination  of any  Legal  Action  by  judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself,  create a  presumption  that the  Indemnitee  did not meet the requisite
standard  of  conduct;  however,  a  successful  defense  of a Legal  Action  by
Indemnitee on the merits or otherwise shall  conclusively  establish  Indemnitee
did meet such standard of conduct  notwithstanding any previous determination to
the contrary under this Section 2.

     Section 3. The  indemnification and advance payment of expenses as provided
in this Article XXII shall not be deemed  exclusive of any other rights to which
Indemnitee  may be entitled  under any  provision  of law,  the  Certificate  of
Incorporation, any ByLaw or otherwise.

     Section  4. If any  provision  of this  Article  XXII  shall  be held to be
invalid,  illegal or  unenforceable  for any reason  whatsoever,  the  validity,
legality and  enforceability  of the  remaining  provisions of this Article XXII
shall not in any way be affected or impaired thereby.

     Section 5. Any  amendment,  repeal or  modification  of these  ByLaws,  the
Corporation's  Certificate  of  Incorporation  or any  applicable  provision  of
Delaware  Law, or any other  instrument,  which  eliminates  or  diminishes  the
indemnification rights provided for in this Article XXII shall be ineffective as
against an Indemnitee  with respect to any Legal Action based upon actions taken
or not taken by the  Indemnitee  prior to such  repeal or the  adoption  of such
modification  or amendment.  The provisions of this ByLaw shall be applicable to
all Legal Actions made or commenced after the adoption  hereof,  whether arising
from acts or  omissions  to act  occurring  before or after  its  adoption.  The
provisions  of  this  ByLaw  shall  be  deemed  to  be a  contract  between  the
Corporation and each director or officer who serves in such capacity at any time
while  this  ByLaw  and the  relevant  provisions  of  Delaware  Law  and  other
applicable  law, if any, are in effect.  If any provision of this ByLaw shall be
found  to be  invalid  or  limited  in  application  by  reason  of  any  law or
regulation, it shall not affect the validity of the remaining provisions hereof.
The rights of indemnification  provided in this ByLaw shall neither be exclusive
of, nor be deemed in  limitation  of, any rights to which an officer,  director,
employee or agent may  otherwise  be entitled or  permitted  by  contract,  this
ByLaw,  vote of stockholders  or directors or otherwise,  or as a matter of law,
both as to actions in such person's  official  capacity and actions in any other
capacity while holding such office,  it being the policy of the Corporation that
indemnification  of any person whom the  Corporation  is  obligated to indemnify
pursuant to this ByLaw shall be made to the fullest extent permitted by law.


                                  ARTICLE XXIII
                                   AMENDMENTS

     Section 1. These ByLaws may be altered or amended or repealed,  in whole or
in part:  By the  affirmative  vote of the  holders of a  majority  of the stock
issued and outstanding and entitled to a vote thereat, at any regular or special
meeting of the  stockholders,  or by the  affirmative  vote of a majority of the
Board of Directors in attendance at any regular or special  meeting of the Board
of Directors;  provided,  however, that, notwithstanding any other provisions of
these ByLaws or any provision of law which might otherwise  permit a lesser vote
of the stockholders,  the affirmative vote of the holders of at least 75 percent
in voting power of all shares of the  Corporation  entitled to vote generally in
the election of directors,  voting together as a single class, shall be required
in order for the stockholders to alter, amend or repeal Section 8 and Section 11
of Article  III,  Sections 2 and 6 of Article IV or this proviso to this Article
XXIII of these ByLaws or to adopt any  provision  inconsistent  with any of such
Sections or with this proviso.