6/28/96

BYLAWS
of
HARRIS CHEMICAL NORTH AMERICA INC.
(herein called the "Corporation")

ARTICLE I

Stockholders

         Section 1.01 Annual Meeting. The Board of Directors by resolution shall
designate  the time,  place and date  (which  shall be, in the case of the first
annual  meeting,  not  more  than  13  months  after  the  organization  of  the
Corporation  and,  in the case of all other  annual  meetings,  not more than 13
months after the date of the last annual  meeting) of the annual  meeting of the
stockholders  for the election of directors  and the  transaction  of such other
business as may come before it.

         Section 1.02 Special  Meetings.  Special meetings of the  stockholders,
for any  purpose or  purposes,  may be called at any time by the  Chairman,  the
Vice-Chairman, the President, any Vice-President, the Treasurer or the Secretary
or by  resolution of the Board of Directors.  Special  meetings of  stockholders
shall be held at such place,  within or without the State of Delaware,  as shall
be fixed by the person or persons  calling  the meeting and stated in the notice
or waiver of notice of the meeting.

         Section 1.03 Notice of Meetings of Stockholders.  Whenever stockholders
are required or permitted to take any action at a meeting, written notice of the
meeting shall be given (unless that notice shall be waived or unless the meeting
is to be  dispensed  with in  accordance  with  the  provisions  of the  General
Corporation Law of the State of Delaware and Article SIXTH of the Certificate of
Incorporation of the Corporation)  which shall state the place, date and hour of
the meeting and, in the case of a special  meeting,  the purpose or purposes for
which the meeting is called.  The written  notice of any meeting shall be given,
personally  or by mail,  not less than ten nor more than sixty  days  before the
date of the meeting to each  stockholder  entitled to vote at such  meeting.  If
mailed,  such notice is given when deposited in the United States mail,  postage
prepaid, directed to the stockholder at his address as it appears on the records
of the Corporation.
         When a meeting is adjourned  to another time or place,  notice need not
be given of the adjourned meeting if the time and place thereof are announced at
the meeting at which the  adjournment  is taken.  At the  adjourned  meeting the
Corporation  may transact any business  which might have been  transacted at the
original  meeting.  If the adjournment is for more than thirty days, or if after
the adjournment a new record date is fixed for the adjourned  meeting,  a notice
of the adjourned  meeting shall be given to each  stockholder of record entitled
to vote at the meeting.

         Section 1.04 Quorum. At all meetings of the  stockholders,  the holders
of one-third of the stock issued and  outstanding  and entitled to vote thereat,
present in person or by proxy,  shall constitute a quorum for the transaction of
any business.


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         When a quorum is once  present to organize a meeting,  it is not broken
by the subsequent withdrawal of any stockholders.
         The stockholders present may adjourn the meeting despite the absence of
a quorum  and at any such  adjourned  meeting at which the  requisite  amount of
voting stock shall be  represented,  the  Corporation  may transact any business
which might have been transacted at the original meeting had a quorum been there
present.

         Section 1.05 Method of Voting.  The vote upon any  question  before the
meeting need not be by ballot.  All elections and all other  questions  shall be
decided  by a  plurality  of the votes  cast,  at a meeting at which a quorum is
present,  except as expressly provided otherwise by the General  Corporation Law
of the State of Delaware or the Certificate of Incorporation.

         Section  1.06  Voting  Rights  of   Stockholders   and  Proxies.   Each
stockholder of record  entitled to vote in accordance with the laws of the State
of Delaware,  the Certificate of Incorporation or these By-Laws,  shall at every
meeting of the  stockholders  be  entitled to one vote in person or by proxy for
each share of stock  entitled  to vote  standing in his name on the books of the
Corporation,  but no proxy  shall be voted on after  three  years from its date,
unless the proxy provides for a longer period.

         Section  1.07  Ownership  of its Own Stock.  Shares of its own  capital
stock belonging to the Corporation or to another  corporation,  if a majority of
the  shares  entitled  to vote  in the  election  of  directors  of  such  other
corporation is held, directly or indirectly,  by the Corporation,  shall neither
be entitled to vote nor be counted for quorum purposes.  Nothing in this section
shall be  construed  as  limiting  the right of any  corporation  to vote stock,
including but not limited to its own stock, held by it in a fiduciary capacity.

         Section 1.08 Voting by Fiduciaries and Pledgors.  Persons holding stock
in a fiduciary  capacity  shall be entitled to vote the shares so held.  Persons
whose stock is pledged shall be entitled to vote,  unless in the transfer by the
pledgor on the books of the  Corporation he has expressly  empowered the pledgee
to vote  thereon,  in which case only the pledgee,  or his proxy,  may represent
such stock and vote thereon.
         If shares or other  securities  having  voting power stand of record in
the names of two or more persons, whether fiduciaries, members of a partnership,
joint tenants,  tenants in common,  tenants by the entirety or otherwise,  or if
two or more persons have the same  fiduciary  relationship  respecting  the same
shares,  unless the Secretary of the  Corporation is given written notice to the
contrary and is furnished with a copy of the instrument or order appointing them
or creating the relationship wherein it is so provided,  their acts with respect
to voting shall have the following effect:
         (1) If only one votes, his act binds all;
         (2) If more than one vote, the act of the majority so voting binds all;
         (3) If more  than  one  vote,  but  the  vote is  evenly  split  on any
particular   matter,   each  faction  may  vote  the   securities   in  question
proportionally,  or any person voting the shares, or a beneficiary,  if any, may
apply to the Court of Chancery or such other court as may have  jurisdiction  to
appoint an additional person to act with the persons so voting the shares, which
shall then be voted as  determined  by a majority of such persons and the person
appointed by the


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Court. If the instrument so filed shows that any such tenancy is held in unequal
interests,  a majority or even-split for the purpose of this subsection shall be
a majority or even-split in interest.

         Section 1.09 Fixing Date for  Determination  of Stockholders of Record.
In order to determine the  stockholders  (i) entitled to notice of or to vote at
any meeting of  stockholders  or any  adjournment  thereof,  or (ii) entitled to
express  consent  to  corporate  action in writing  without a meeting,  or (iii)
entitled to receive  payment of any dividend or other  distribution or allotment
of any rights, or (iv) entitled to exercise any rights in respect of any change,
conversion  or  exchange of stock,  or (v) for the  purpose of any other  lawful
action,  the Board of Directors may fix, in advance,  a record date, which shall
not be more than sixty nor less than ten days  before the date of such  meeting,
nor more than sixty days prior to any other  action.  If no record date is fixed
by the Board of  Directors,  the record date shall be  determined  in accordance
with the provisions of the General Corporation Law of the State of Delaware.

         Section  1.10 List of  Stockholders.  The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least ten days before
every meeting of the stockholders,  a complete list of the stockholders entitled
to vote at the meeting,  arranged in alphabetical order, and showing the address
of each  stockholder  and the  number of shares  registered  in the name of each
stockholder.  Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten days  prior to the  meeting,  either at a place  within the city
where the meeting is to be held (which place shall be specified in the notice of
the meeting or, if not so  specified,  at the place where said  meeting is to be
held),  and the list  shall be  produced  and kept at the time and  place of the
meeting during the whole time thereof,  and may be inspected by any  stockholder
who may be present.  Upon the  willful  neglect or refusal of the  directors  to
produce such a list at any meeting for the election of directors,  they shall be
ineligible for election to any office at such meeting.

         Section 1.11 Stockholder's Right of Inspection. Stockholders of record,
in person or by  attorney or other  agent,  shall have the right,  upon  written
demand  under oath  stating  the  purpose  thereof,  during the usual  hours for
business to inspect for any proper  purpose the  Corporation's  stock ledger,  a
list of its stockholders, and its other books and records, and to make copies or
extracts therefrom.  A proper purpose shall mean a purpose reasonably related to
such person's interest as a stockholder.  In every instance where an attorney or
other  agent shall be the person who seeks the right to  inspection,  the demand
under oath shall be  accompanied  by a power of attorney  or such other  writing
which  authorizes  the  attorney  or  other  agent  to so act on  behalf  of the
stockholder.  The demand under oath shall be directed to the  Corporation at its
registered office in this State or at its principal place of business.
         The  stock  ledger  shall  be  the  only  evidence  as to who  are  the
stockholders  entitled to examine the stock ledger, the list required by Section
1.10 or the  books of the  Corporation,  or to vote in person or by proxy at any
meeting of the stockholders.

ARTICLE II

Directors


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     Section 2.01. Management of Business. The business of the Corporation shall
be managed by its Board of Directors.
         The  Board of  Directors,  in  addition  to the  powers  and  authority
expressly   conferred  upon  it  herein,  by  statute,  by  the  Certificate  of
Incorporation  of the Corporation or otherwise,  is hereby empowered to exercise
all such powers as may be  exercised  by the  Corporation,  except as  expressly
provided otherwise by the statutes of the State of Delaware,  by the Certificate
of Incorporation of the Corporation or by these By-Laws.
         Without  prejudice to the  generality  of the  foregoing,  the Board of
Directors, by resolution or resolutions, may create and issue, whether or not in
connection with the issue and sale of any shares of stock or other securities of
the  Corporation,  rights or options  entitling the holders  thereof to purchase
from the  Corporation any shares of its capital stock of any class or classes or
any other securities of the Corporation,  such rights or options to be evidenced
by or in such  instrument  or  instruments  as shall be approved by the Board of
Directors.  The terms  upon  which,  including  the time or times,  which may be
limited or unlimited in duration, at or within which, and the price or prices at
which,  any such  rights or options  may be issued and any such  shares or other
securities may be purchased from the  Corporation  upon the exercise of any such
right or option shall be such as shall be fixed and stated in the  resolution or
resolutions  adopted by the Board of  Directors  providing  for the creation and
issue of such rights or options,  and, in every case, set forth or  incorporated
by reference in the instrument or instruments evidencing such rights or options.
In the absence of actual fraud in the transaction, the judgment of the directors
as to the  consideration  for the  issuance  of such  rights or options  and the
sufficiency  thereof  shall be  conclusive.  In case the  shares of stock of the
Corporation  to be issued upon the  exercise of such rights or options  shall be
shares having a par value, the price or prices so to be received  therefor shall
not be less than the par  value  thereof.  In case the  shares of stock so to be
issued shall be shares of stock without par value,  the  consideration  therefor
shall be  determined  in the  manner  provided  in  Section  153 of the  General
Corporation Law of the State of Delaware.

         Section 2.02.  Qualifications  and Number of Directors.  Directors need
not be  stockholders.  The number of directors which shall  constitute the whole
Board shall be not less than three nor more than fifteen,  the precise number to
be fixed by resolution of the Board of Directors from time to time.

         Section 2.03.  Election and Term. The directors shall be elected at the
annual meeting of the  stockholders,  and each director shall be elected to hold
office until his successor shall be elected and qualified,  or until his earlier
resignation or removal.

         Section 2.04. Resignations.  Any director of the Corporation may resign
at any time by giving written notice to the Corporation.  Such resignation shall
take effect at the time  specified  therein,  if any, or if no time is specified
therein,  then upon  receipt  of such  notice by the  Corporation;  and,  unless
otherwise  provided  therein,  the acceptance of such  resignation  shall not be
necessary to make it effective.

     Section  2.05.  Vacancies and Newly  Created  Directorships.  Vacancies and
newly created directorships resulting from any increase in the authorized number
of directors may be filled by a majority of the directors then in office, though
less than a quorum, or by a sole remaining director,

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and the  directors so chosen shall hold office until their  successors  shall be
elected and qualified,  or until their earlier resignation or removal.  When one
or more  directors  shall  resign from the Board,  effective at a future date, a
majority of the directors then in office,  including those who have so resigned,
shall have power to fill such  vacancy or  vacancies,  the vote  thereon to take
effect when such resignation or resignations  shall become  effective,  and each
director so chosen shall hold office as herein  provided in the filling of other
vacancies.

         Section  2.06.  Quorum of  Directors.  At all  meetings of the Board of
Directors,  one-third  of the entire  Board  shall  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 provided in Section 2.05 hereof.
         A  majority  of the  directors  present,  whether  or not a  quorum  is
present,  may adjourn any meeting of the  directors  to another  time and place.
Notice of any adjournment need not be given if such time and place are announced
at the meeting.

         Section  2.07.  Annual  Meeting.  The newly  elected Board of Directors
shall meet  immediately  following  the  adjournment  of the  annual  meeting of
stockholders  in each year at the same  place,  within or  without  the State of
Delaware, and no notice of such meeting shall be necessary.

         Section  2.08.  Regular  Meetings.  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 fixed by the Board and no notice thereof
shall be necessary.

         Section 2.09.  Special Meetings.  Special meetings may be called at any
time by the  Chairman or by any two members of the Board of  Directors.  Special
meetings  shall be held at such place,  within or without the State of Delaware,
as shall be fixed by the person or persons calling the meeting and stated in the
notice or waiver of notice  of the  meeting.  Special  meetings  of the Board of
Directors shall be held upon notice to the directors or waiver thereof.
         Unless waived, notice of each special meeting of the directors, stating
the time and place of the meeting,  shall be given to each director by delivered
letter,  by telegram or by personal  communication  either over the telephone or
otherwise, in each such case not later than the second day prior to the meeting,
or by mailed  letter  deposited in the United  States mail with postage  thereon
prepaid not later than the seventh day prior to the meeting.  Notices of special
meetings  of the  Board of  Directors  and  waivers  thereof  need not state the
purpose or purposes of the meeting.

         Section  2.10.  Action  Without  a  Meeting.  Any  action  required  or
permitted  to be taken  at any  meeting  of the  Board  of  Directors  or of any
committee  thereof may be taken without a meeting if all members of the Board or
committee,  as the case may be, consent thereto in a writing or writings and the
writing or writings  are filed with the minutes of  proceedings  of the Board or
committee.

     Section  2.11.  Compensation.  Directors  shall receive such fixed sums and
expenses of  attendance  for  attendance  at each meeting of the Board or of any
committee and/or such salary as

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may be  determined  from time to time by the Board of  Directors;  provided that
nothing  herein  contained  shall be construed  to preclude  any  director  from
serving  the  Corporation  in any  other  capacity  and  receiving  compensation
therefor.

     Section  2.12.  Executive  Committee.  The Board of  Directors  may not, by
resolution or otherwise, permit the formation of an Executive Committee.

ARTICLE III

Officers

         Section 3.01.  Number.  The officers of the Corporation shall be chosen
by the Board of Directors. The officers shall be a Chairman, a Vice-Chairman,  a
President,  a Secretary  and a  Treasurer,  and such number of  Vice-Presidents,
Assistant Secretaries and Assistant Treasurers, and such other officers, if any,
as the Board may from time to time  determine.  The Board may choose  such other
agents as it shall deem necessary. Any number of offices may be held by the same
person.

     Section 3.02. Terms of Office. Each officer shall hold his office until his
successor is chosen and qualified or until his earlier  resignation  or removal.
Any officer may resign at any time upon written notice to the Corporation.

     Section 3.03.  Removal.  Any officer may be removed from office at any time
by the Board of Directors with or without cause.

         Section  3.04.  Authority.  The  Secretary  shall  record  all  of  the
proceedings  of the meetings of the  stockholders  and directors in a book to be
kept for that  purpose,  and shall have the  authority,  perform  the duties and
exercise the powers in the management of the Corporation usually incident to the
office  held by him,  and/or such other  authority,  duties and powers as may be
assigned to him from time to time by the Board of Directors,  the Chairman,  the
Vice-Chairman or the President.  The other officers,  and agents,  if any, shall
have the authority, perform the duties and exercise the powers in the management
of the Corporation  usually incident to the offices held by them,  respectively,
and/or such other  authority,  duties and powers as may be assigned to them from
time to time by the Board of Directors  or (except in the case of the  Chairman,
the  Vice-Chairman  or the  President,  as  appropriate)  by the  Chairman,  the
Vice-Chairman or the President.

         Section 3.05.  Voting  Securities Owned by the  Corporation.  Powers of
attorney,  proxies, waivers of notice of meeting, consents and other instruments
relating to securities  owned by the  Corporation may be executed in the name of
and on  behalf  of the  Corporation  by the  Chairman,  the  Vice-Chairman,  the
President or any  Vice-President and any such officer may, in the name of and on
behalf of the  Corporation,  take all such  action as any such  officer may deem
advisable  to vote in person or by proxy at any meeting of  security  holders of
any  corporation  in which the  Corporation  may own  securities and at any such
meeting shall possess and may exercise any and


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all rights and powers incident to the ownership of such securities and which, as
the owner  thereof,  the  Corporation  might have  exercised  and  possessed  if
present.  The Board of Directors  may, by  resolution,  from time to time confer
like powers upon any other person or persons.


ARTICLE IV

Capital Stock

         Section  4.01.  Stock  Certificates.  Every  holder  of  stock  in  the
Corporation shall be entitled to have a certificate signed by, or in the name of
the Corporation by, the Chairman or 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,  of the  Corporation,
certifying  the  number of shares  owned by him in the  Corporation.  Where such
certificate is signed (1) by a transfer agent other than the  Corporation or its
employee, or (2) by a registrar other than the Corporation or its employee,  the
signatures of the officers of the  Corporation  may be  facsimiles.  In case any
officer  who has signed or whose  facsimile  signature  has been  placed  upon a
certificate  shall have ceased to be such  officer  before such  certificate  is
issued,  it may be issued by the Corporation  with the same effect as if he were
such officer at the date of issue.

     Section 4.02. Transfers.  Stock of the Corporation shall be transferable in
the manner prescribed by the laws of the State of Delaware.

         Section  4.03.  Registered  Holders.   Prior  to  due  presentment  for
registration of transfer of any security of the Corporation in registered  form,
the  Corporation  shall  treat the  registered  owner as the person  exclusively
entitled to vote,  to receive  notifications  and to otherwise  exercise all the
rights  and  powers  of any  owner,  and  shall  not be bound to  recognize  any
equitable  or other claim to, or interest in, any  security,  whether or not the
Corporation shall have notice thereof,  except as otherwise provided by the laws
of the State of Delaware.

         Section  4.04.  New  Certificates.  The  Corporation  shall issue a new
certificate of stock in the place of any certificate  theretofore  issued by it,
alleged to have been lost,  stolen or destroyed,  if the owner:  (1) so requests
before the Corporation  has notice that the shares of stock  represented by that
certificate  have been  acquired  by a bona fide  purchaser;  (2) files with the
Corporation a bond  sufficient  (in the judgment of the  directors) to indemnify
the Corporation  against any claim that may be made against it on account of the
alleged loss or theft of that  certificate or the issuance of a new certificate;
and (3)  satisfies  any other  requirements  imposed by the  directors  that are
reasonable  under the  circumstances.  A new  certificate  may be issued without
requiring  any bond when, in the judgment of the  directors,  it is proper to do
so.


ARTICLE V

INDEMNIFICATION


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         Section 5.01. The Corporation shall indemnify its officers,  directors,
employees and agents to the fullest extent permitted by the General  Corporation
Law of Delaware and Article SEVENTH of the Certificate of  Incorporation  of the
Corporation.


ARTICLE VI

Miscellaneous

         Section 6.01. Offices.  The registered office of the Corporation in the
State of Delaware shall be at the Corporation Trust Center,  1209 Orange Street,
Wilmington,  Delaware  19801.  The  Corporation  may also have  offices at other
places within and/or without the State of Delaware.

     Section 6.02.  Seal. The corporate  seal shall have  inscribed  thereon the
name of the Corporation,  the year of its incorporation and the words "Corporate
Seal Delaware."

     Section  6.03.  Checks.  All checks or demands for money shall be signed by
such  person  or  persons  as the  Board  of  Directors  may  from  time to time
determine.

     Section 6.04.  Fiscal Year. The fiscal year shall begin the first day after
the last Saturday in March and shall end on the last Saturday in March.

         Section 6.05. Waivers of Notice:  Dispensing with Notice.  Whenever any
notice  whatever is required  to be given  under the  provisions  of the General
Corporation Law of the State of Delaware, of the Certificate of Incorporation of
the Corporation, or of these By-Laws, 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.  Neither the business to be
transacted  at,  nor the  purpose  of, any  regular  or  special  meeting of the
stockholders need be specified in any written waiver of notice.
         Attendance of a person at a meeting of stockholders  shall constitute a
waiver of notice of such meeting,  except when the stockholder attends a meeting
for the express  purpose of objecting,  at the beginning of the meeting,  to the
transaction  of any  business  because  the  meeting is not  lawfully  called or
convened.
         Whenever  any  notice  whatever  is  required  to be  given  under  the
provisions  of the  General  Corporation  Law of the State of  Delaware,  of the
Certificate of  Incorporation of the  Corporation,  or of these By-Laws,  to any
person with whom  communication is made unlawful by any law of the United States
of America, or by any rule,  regulation,  proclamation or executive order issued
under any such law,  then the giving of such notice to such person  shall not be
required  and there shall be no duty to apply to any  governmental  authority or
agency  for a license  or permit to give  such  notice to such  person;  and any
action or meeting which shall be taken or held without notice to any such person
or without  giving or without  applying for a license or permit to give any such
notice to any such person with whom communication is made unlawful as aforesaid,
shall  have the same  force  and  effect  as if such  notice  had been  given as
provided  under the  provisions of the General  Corporation  Law of the State of
Delaware,  or under the provisions of the  Certificate of  Incorporation  of the
Corporation or of these By-Laws. In the event that the action taken by the


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Corporation  is such as to require the filing of a certificate  under any of the
other sections of this title,  the certificate  shall state, if such is the fact
and if notice is  required,  that  notice was given to all  persons  entitled to
receive notice except such persons with whom communication is unlawful.

         Section 6.06.  Loans to and  Guarantees of Obligations of Employees and
Officers.  The  Corporation  may lend money to or guaranty any obligation of, or
otherwise  assist  any  officer or other  employee  of the  Corporation  or of a
subsidiary,  including  any  officer  or  employee  who  is a  director  of  the
Corporation  or a  subsidiary,  whenever,  in  the  judgment  of  the  Board  of
Directors,  such loan,  guaranty or  assistance  may  reasonably  be expected to
benefit the Corporation.  The loan,  guaranty or other assistance may be with or
without interest,  and may be unsecured,  or secured in such manner as the Board
of Directors shall approve, including, without limitation, a pledge of shares of
stock of the Corporation.  Nothing in this Section  contained shall be deemed to
deny, limit or restrict the powers of guaranty or warranty of the Corporation at
common law or under any other statute.

     Section 6.07. Amendment of By-Laws.  These By-Laws may be altered,  amended
or repealed at any meeting of the Board of Directors.

         Section 6.08. Section Headings and Statutory  References.  The headings
of  the  Articles  and  Sections  of  these  By-Laws,  have  been  inserted  for
convenience  of  reference  only and  shall  not be deemed to be a part of these
By-Laws.


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