BY-LAWS
                                        
                                       of
                                        
                       AMERICAN PRESIDENT COMPANIES, LTD.
                                        
                                    ARTICLE I
                                        
                                     Offices
     
     
     Section 1. Registered Office. The registered office of the Company  in  the
State  of Delaware and the name of the resident agent in charge thereof  is  The
Prentice-Hall  Corporation  System, Inc., 32  Loockerman  Square,  Suite  L-100,
Dover, Delaware 19901.
     
        Section 2.  Other Offices.  The Company shall have its principal  office
at  1111 Broadway, Oakland, California 94607 and shall also have offices at such
other  places as the President and the Board of Directors may from time to  time
designate or appoint, or as the business of the Company may require.
     
     
                                   ARTICLE II
                                        
                                    Directors
                                        
     Section  1.  Powers.  The corporate powers, business and  property  of  the
Company shall be vested in and exercised, conducted and controlled by the  Board
of  Directors which may exercise all said powers of the Company and do all  such
lawful  acts  and  things  as  are  not by statute  or  by  the  Certificate  of
Incorporation or by these By-Laws directed or required to be exercised  or  done
by the stockholders.
     
     Section  2.  Determination of Number. The exact  number  of  Directors  who
shall  constitute  the  Board  of Directors shall be  determined  by  resolution
adopted  by the affirmative vote of a majority of the entire Board of  Directors
at  any regular or special meeting of said Board; provided, that notice of  such
proposed action shall have been given in the notice for such regular or  special
meeting;  and provided, further, however, that in no event shall the  number  of
directors be less than five.  No decrease in the number of Directors shall  have
the effect of shortening the term of any incumbent Director.
     
     Section  3. Nominations. Nominations for election to the Board of Directors
of  the  Company  at a meeting of stockholders may be made by the  Board  or  on
behalf  of the Board by the Nominating Committee appointed by the Board,  or  by
any stockholder of the Company entitled to vote for the election of Directors at
such  meeting.  Such nominations, other than those made by or on behalf  of  the
Board,  shall  be made by notice in writing delivered or mailed by  first  class
United  States  mail,  postage prepaid, to the Secretary  of  the  Company,  and
received  by  him not less than thirty (30) days nor more than sixty  (60)  days
prior  to  any  meeting  of stockholders called for the election  of  Directors;
provided,  however,  that  if less than thirty-five (35)  days'  notice  of  the
meeting  is  given to stockholders, such nomination shall have  been  mailed  or
delivered  to the Secretary of the Company not later than the close of  business
on  the  seventh (7th) day following the day on which the notice of meeting  was
mailed.  Such notice shall set forth as to each proposed nominee who is  not  an
incumbent  Director (i) the name, age, business address and, if known, residence
address  of  each nominee proposed in such notice, (ii) the principal occupation
or  employment of each such nominee, (iii) the number of shares of stock of  the
Company  which are beneficially owned by each such nominee and by the nominating
stockholder, and (iv) any other information concerning the nominee that must  be
disclosed  of  nominees in proxy solicitations Regulation 14A of the  Securities
Exchange Act of 1934.
     
     The  Chairman  of  the  meeting may, if the facts  warrant,  determine  and
declare  to  the meeting that a nomination was not made in accordance  with  the
foregoing procedure, and if he should so determine, he shall so declare  to  the
meeting and the defective nomination shall be disregarded.
     
     
                                   ARTICLE III
                                        
                              Meetings of Directors
                                        
     Section  1.  Place of Meetings. Meetings of the Board of Directors  of  the
Company  whether  regular, special or adjourned shall be held at  the  principal
office of the Company, as specified in Section 2 of Article I hereof, or at  any
other  place  within or without the State of Delaware which has been  designated
from  time  to  time  by resolution of the Board or by written  consent  of  all
members of the Board. Any meeting shall be valid wherever held, if held upon the
written consent of all members of the Board of Directors given either before  or
after the meeting and filed with the Secretary of the Company.
     
     Section  2.  Regular Meetings. Regular meetings of the Board  of  Directors
shall  be  held immediately following the adjournment of each annual meeting  of
the  stockholders, every second month thereafter and at such other times as  may
be designated from time to time by resolution of the Board of Directors.
     
        Section  3.   Special  Meetings.   Special  meetings  of  the  Board  of
Directors  may  be  called at any time by the Chairman or the President  of  the
Company or by any four Directors.

        Section 4.  Notice of Meetings.  Written notice of the time and place of
special  meetings of the Board of Directors shall be delivered at least two  (2)
days before the meeting personally to each Director, or sent in writing, by mail
addressed to such Director, at his address as it appears on the records  of  the
Company,  with postage thereon prepaid; such notice shall be deemed to be  given
at  the  time  when  the  same shall be deposited in  the  United  States  mail;
provided,  however, that if a special meeting is called by the Chairman  or  the
President  or  by any four Directors because the need for urgent action  exists,
then  each  Director shall be given not less than three (3) hours'  notice,  and
such  notice  shall be deemed given once it has been conveyed to a  Director  in
person  or  by  telephone or an attempt has been made to  give  such  notice  by
telephoning  a  Director at his home telephone number and  his  business  office
telephone  number as such numbers are shown in the Secretary's records.   Notice
to Directors may also be given by telex or telegram.
     
     Whenever  any  such  notice is required to be given, 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.  If  the
address  of  a  Director  is  not  shown on  the  records  and  is  not  readily
ascertainable,  notice shall be addressed to him at the city or place  in  which
the  meetings of the Directors are regularly held. Notice of the time and  place
of  holding  an adjourned meeting need not be given to absent Directors  if  the
time and place be fixed at the meeting adjourned.
     
     Section  5. Quorum. A majority of the authorized number of Directors  shall
constitute  a quorum of the Board of Directors for the transaction of  business.
Every act or decision done or made by a majority of the Directors present  at  a
meeting duly held at which a quorum is present shall be regarded as the  act  of
the  Board of Directors. In the absence of a quorum, a majority of the Directors
present may adjourn from time to time, without notice other than an announcement
at the meeting, until a quorum shall be present.
     
     Section  6.  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 writing and the writing or writings are  filed
with the minutes of proceedings of the Board or committee.
     
     Section  7. Telephone Meetings. Members of the Board of Directors,  or  any
committee designated by the Board of Directors, may participate in a meeting  of
such   Board   or  committee  by  means  of  conference  telephone  or   similar
communications  equipment  by means of which all persons  participating  in  the
meeting  can  hear  each  other,  and  such participation  in  a  meeting  shall
constitute presence in person at the meeting.
     
                                   ARTICLE IV
                                        
                                    Officers
                                        
        Section  1.  Officers.  The officers of the Company shall consist  of  a
Chairman  of  the Board, a President, one or more Vice Presidents, a  Secretary,
one or more Assistant Secretaries, a Treasurer, one or more Assistant Treasurers
and  a  Controller.  The salary which each said officer shall receive,  and  the
manner  and times of its payment, shall be fixed and determined by the Board  of
Directors  upon the advice of the Compensation Committee and may be  altered  by
said Board from time to time at its discretion.
     
     The  Board  of Directors may appoint such other officers and agents  as  it
shall  deem  necessary  who shall hold their offices for such  terms  and  shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board.
     
     The  officers  of the Company shall hold office until their successors  are
chosen  and qualify. Any officer elected or appointed by the Board of  Directors
may be removed at any time by the affirmative vote of a majority of the Board of
Directors. Any vacancy occurring in any office of the Company shall be filled by
the Board of Directors.
     
        Section  2.    Chairman of the Board.  The Chairman of the Board  shall,
when  present,  preside  at  all meetings of the  Board  of  Directors  and  the
stockholders  and  shall do and perform such other duties and  have  such  other
powers as the Board of Directors may from time to time prescribe.
     
        Section  3.   President.   The President shall be  the  Chief  Executive
Officer of the Company.  He shall be a member of the Board of Directors  and  of
the  Executive Committee thereof and, except for the Compensation Committee  and
the  Audit Committee, an ex officio member of all other committees thereof,  and
he  shall  have responsibility for the general management and direction  of  the
business  of  the  Company, subject to control and direction  of  the  Board  of
Directors.  In the absence or disability of the Chairman, he shall  perform  the
duties  of the Chairman of the Board and, when so acting, shall have all of  the
powers of and be subject to all the restrictions upon the Chairman of the Board.
The  President  shall, in the absence of the Chairman of the Board,  preside  at
meetings of the Board of Directors and the stockholders, and shall perform  such
other duties and have such other powers as the Board of Directors may from  time
to time prescribe.
     
     
        Section  4.  Vice Presidents.  In the event of the absence or disability
of  the  Chairman  of the Board and the President, the Vice Presidents,  in  the
order designated by the Directors or, in the absence of any designation, then in
the  order  of their election, shall perform the duties of the Chairman  of  the
Board and the President and, when so acting, shall have all the powers of and be
subject  to  all  the  restrictions upon the  Chairman  of  the  Board  and  the
President.   The Vice Presidents shall perform such other duties and  have  such
other powers as the Board of Directors may from time to time prescribe.

     
        Section  5.  The Secretary and Assistant Secretary. The Secretary  shall
attend  all  meetings  of  the  Board  of Directors  and  all  meetings  of  the
stockholders and record all the proceedings of the meetings of the  Company  and
of  the  Board  of  Directors in a book to be kept for that  purpose  and  shall
perform  similar  duties  for the committees of the Board  when  required.   The
Secretary  shall  give,  or cause to be given, notice of  all  meetings  of  the
stockholders  and special meetings of the Board of Directors, and shall  perform
such  other  duties  as  may be prescribed by the Board  of  Directors,  or  the
President, under whose supervision such officer shall be.

     The  Secretary shall have custody of the corporate seal of the Company  and
shall  have authority to affix the same to any instrument requiring it and  when
so  affixed,  it  may  be attested by the Secretary's signature.  The  Board  of
Directors may give general authority to any other officer to affix the  seal  of
the Company and to attest the affixing by his signature.
     
     The  Assistant  Secretary,  or if there be more  than  one,  the  Assistant
Secretaries in the order determined by the Board of Directors (or if there be no
such  determination, then in the order of their election) shall, in the  absence
of the Secretary or in the event of the Secretary's inability or refusal to act,
perform  the  duties and exercise the powers of the Secretary and shall  perform
such  other duties and have such other powers as the Board of Directors may from
time to time prescribe.
     
     Section  6.  The  Treasurer and Assistant Treasurers. The  Treasurer  shall
have  the  custody of the corporate funds and securities and shall  deposit  all
moneys  and other valuable effects in the name and to the credit of the  Company
in such depositories as may be designated by the Board of Directors.
     
     The Treasurer shall disburse the funds of the Company as may be ordered  by
the Board of Directors, taking proper vouchers for such disbursements, and shall
render to the President  and the Board of Directors, at its regular meetings, or
when  the Board of Directors so requires, an account of all his transactions  as
Treasurer.
     
     The  Assistant Treasurer, or if there shall be more than one, the Assistant
Treasurers in the order determined by the Board of Directors (or if there be  no
such  determination, then in the order of their election), shall, in the absence
of the Treasurer or in the event of the Treasurer's inability or refusal to act,
perform  the  duties and exercise the powers of the Treasurer and shall  perform
such  other duties and have such other powers as the Board of Directors may from
time to time prescribe.
     
     Section  7.  Controller. The Controller shall have charge of the  Company's
books  of accounts, records and auditing, and generally do and perform all  such
other  duties as pertain to such office, and as may be required by the Board  of
Directors.   The  Controller  shall render to the President  and  the  Board  of
Directors, at its regular meetings, or when the Board of Directors so  requires,
a report on the financial condition of the Company.
     
     Section  8.  Powers  of Attorney. Whenever an applicable  statute,  decree,
rule  or regulation requires a document to be subscribed by a particular officer
of  the Company, such document may be signed on behalf of such officer by a duly
appointed  attorney-in-fact,  except  as otherwise  directed  by  the  Board  of
Directors or limited by law.
     
                                    ARTICLE V
                                        
                            Meetings of Stockholders
                                        
     Section 1. Meetings. Annual meetings of stockholders shall be held  in  the
City of Oakland, State of California, at the principal office of the Company, as
specified in Section 2 of Article I hereof, or at such other place either within
or  without  the State of Delaware as shall be designated from time to  time  by
resolution  of the Board of Directors and stated in the notice of  the  meeting.
Meetings  of  stockholders for any other purpose may be held at  such  time  and
place, within or without the State of Delaware, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.
     
        Section  2.  Annual Meetings.  Annual meetings of stockholders shall  be
held at such date and time as shall be designated from time to time by the Board
of  Directors  and stated in the notice of meeting.  At the annual  meeting  the
stockholders  shall elect by a plurality vote the number of Directors  equal  to
the number of Directors of the class whose term expires at such meeting (or,  if
fewer, the number of Directors properly nominated and qualified for election) to
hold  office  until  the third succeeding annual meeting of  stockholders  after
their election and shall transact such other business as may properly be brought
before the meeting.

        To  be  properly brought before an annual meeting, business must be  (a)
specified in the notice of meeting (or any supplement thereto) given  by  or  at
the  direction of the Board of Directors, (b) otherwise properly brought  before
the  meeting  by or at the direction of the Board of Directors or (c)  otherwise
properly  brought  before  the meeting by a stockholder.   For  business  to  be
properly  brought  before the meeting by a stockholder,  the  Secretary  of  the
Company must have received notice in writing from the stockholder not less  than
thirty  (30) days nor more than sixty (60) days prior to the meeting;  provided,
however, that if less than thirty-five (35) days' notice of the meeting is given
to  stockholders, such notice shall have been received by the Secretary  of  the
Company  not later than the close of business on the seventh (7th) day following
the day on which the notice of meeting was mailed.

        Such  written notice to the Secretary shall set forth, as to each matter
the  stockholder  proposes  to bring before the annual  meeting:   (i)  a  brief
description  of the business, (ii) the name and address, as they appear  on  the
Company's books, of the stockholder proposing such business, (iii) the class and
number of shares of stock of the Company beneficially owned by such stockholder,
and   (iv)   any  material  interest  of  such  stockholder  in  such  business.
Notwithstanding  any  other  provision in these  By-Laws  to  the  contrary,  no
business  shall be conducted at an annual meeting except in accordance with  the
procedures set forth in this Section 2.
     
     Section  3.  Stockholder  List. The officer who has  charge  of  the  stock
ledger  of  the Company shall prepare and make, at least ten days  before  every
meeting of 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 the meeting is to be  held.
The  list  shall also 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  is
present.
     
     Section  4.   Special Meetings.  Special meetings of the stockholders,  for
any  purpose  or  purposes, may be called by the Board of Directors  or  by  the
President.
     
     Section  5.  Notice  of Meeting. Written notice of any  annual  or  special
meeting  stating the place, date and hour of the meeting and, in the case  of  a
special  meeting,  stating  the purpose or purposes for  which  the  meeting  is
called,  shall  be given not less than ten (l0) nor more than  sixty  (60)  days
before  the  date of the meeting, to each stockholder entitled to vote  at  such
meeting.  Business  transacted at any special meeting of stockholders  shall  be
limited to the purposes stated in the notice.
     
     Whenever  notice  is required to be given to any stockholder,  such  notice
shall be given in writing, by mail, addressed to each stockholder at his address
as  it appears on the records of the Company, with postage thereon prepaid,  and
such  notice  shall  be deemed to be given at the time when the  same  shall  be
deposited in the United States mail. Whenever any such notice is required to  be
given, 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.
     
     Section  6.  Quorum.  The holders of a majority of  the  stock  issued  and
outstanding  and entitled to vote thereat, present in person or  represented  by
proxy,  shall  constitute a quorum at all meetings of the stockholders  for  the
transaction  of  business. If, however, such quorum  shall  not  be  present  or
represented  at  any meeting of the stockholders, the stockholders  entitled  to
vote  thereat,  present in person or represented by proxy, shall have  power  to
adjourn   the   meeting   from  time  to  time,  without   notice   other   than
announcement at the meeting, until a quorum shall be present or represented.  At
such  adjourned  meeting at which a quorum shall be present or  represented  any
business  may be transacted which might have been transacted at the  meeting  as
originally  notified. 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  7.  Conduct of Meetings. The Chairman of the Board, or such  other
officer  as  may  preside  at any meeting of the stockholders,  shall  have  the
authority  to establish from time to time, such rules for tile conduct  of  such
meetings, and to take such action, as may in his judgment be necessary or proper
for  the conduct of the meeting and in the best interests of the Company and the
stockholders in attendance in person or by proxy.
     
                                        
                                   ARTICLE VI
                                        
                      Committees of the Board of Directors
                                        
        Section  1.  Executive Committee.  The Board of Directors shall  appoint
an Executive Committee to consist of the President and not less than two (2) nor
more than six (6) other Directors of the Company.  The Executive Committee shall
meet  at  such  times  and places as it may determine.  The Executive  Committee
shall  have and may exercise when the Board is not in session all the powers  of
the  Board in the management of the business and affairs of the Company, without
limitation, except as set forth in Section 9 below.
     
     Section  2.  Nominating Committee. The Board of Directors shall  appoint  a
Nominating Committee consisting of three Directors of the Company who shall  not
be  officers  of  the Company. The Nominating Committee shall recommend  to  the
Board  the number of Directors which best meets the requirements of the Company;
identify,  evaluate, review and recommend to the Board qualified  candidates  to
fill  vacancies on the Board and any newly created directorships resulting  from
an  increase  in the number of Directors; recommend to the Board the individuals
to  constitute the nominees of the Board for election as directors at the annual
meeting of stockholders; recommend to the Board a list of Directors selected  as
members of each committee of the Board; and perform such other duties as may  be
assigned by the Board.
     
         Section  3.   Compensation  Committee.   The  Board  shall  appoint   a
Compensation Committee consisting of three (3) or more Directors of the Company.
The  Compensation Committee shall review annually and recommend to the Board  of
Directors  the  level  of compensation of the Chairman  of  the  Board  and  the
President,  giving consideration for each to the amount and composition  of  his
total  compensation in terms of salary, stock options and other benefits; review
annually  the  recommendations of the Chairman of the Board  and  the  President
concerning  salaries and other compensation of all senior officers reporting  to
each  of  them,  as  well  as  review from time  to  time  other  conditions  of
employment; administer the 1989 Stock Incentive Plan, the 1992 Directors'  Stock
Option Plan, the 1995 Stock Bonus Plan and year-end bonus plans; review and make
recommendations  to  the  Board  of  Directors  for  changes  in  the  Company's
compensation  and benefit plans and practices; and administer other compensation
plans  that  may  be adopted from time to time as authorized  by  the  Board  of
Directors.
     
     Section  4. Audit Committee. The Board of Directors shall appoint an  Audit
Committee of three or more Directors of the Company who shall not be officers of
the  Company.  The  Audit  Committee shall receive  from  and  review  with  the
Company's  independent auditors the annual report of such auditors; review  with
the  independent  auditors  the  scope  of the  succeeding  annual  examination;
nominate the independent auditors to be appointed each year by the Board; review
consulting services made by the Company's independent auditors and evaluate  the
possible  effect  on  the  auditors' independence of performing  such  services;
ascertain the existence of adequate internal accounting and control systems; and
review  with  management  and  the Company's independent  auditors  current  and
emerging accounting and financial reporting requirements and practices affecting
the Company.
     
        Section  5.   Quorum and Vacancies.  A majority of the  members  of  the
committee (which majority shall, in the case of the Executive Committee, include
the  President) shall constitute a quorum for the transaction of  business.   In
the  absence  or  disqualification of a member of a  committee,  the  member  or
members present at any meeting and not disqualified from voting, whether or  not
such  member  or  members constitute a quorum, may unanimously  appoint  another
member  of  the Board of Directors to act at the meeting in place  of  any  such
absent or disqualified member.
     
     Section  6.  Notice and Emergency Action. Notice of the time and  place  of
committee  meetings shall be given in writing or by telephone or in  person,  by
any  member  of  the  committee, to all members of the committee  at  least  two
(2)  days'  prior  to  the  time  of holding such  meeting;  provided,  however,
that  such  notice  requirement shall not be applicable if  any  member  of  the
Executive Committee deems it necessary to cause the Executive Committee  to  act
on  an urgent basis. In the event a member of the Executive Committee deems such
urgent  action necessary, such member shall attempt to contact each other member
of  the  Executive  Committee by telephone for the purpose of having  each  such
member  consider  and  act  upon the urgent matter or  matters  presented.  Such
consideration  and  action  may  take place by telephone  without  convening  in
meeting.  The quorum and voting requirements set forth in Section 5 above  shall
pertain  to  such  urgent action, and for this purpose all  persons  reached  by
telephone  shall be deemed to be present. The member of the Executive  Committee
who  calls  for  urgent  action  in  the manner  described  herein,  immediately
following  the  approval  or disapproval of any action thereby  proposed,  shall
report such action to the Secretary of the Company for the purpose of having  it
described  in the minutes of the Executive Committee.  Such report  and  minutes
shall  also  include a recitation of all efforts made by the member calling  for
such action to contact other Executive Committee members by telephone.
     
     Section  7.  Minutes; Reports to Board. Each committee shall  keep  regular
minutes of its meetings. All actions of the committees shall be reported to  the
Board of Directors at the meeting of the Board of Directors next succeeding such
action.
     
     Section  8.  Other Committees. The Board of Directors, from time  to  time,
may appoint other committees for any purpose or purposes, and any such committee
shall  have  such  powers  as  shall  be specified  in  the  resolution  of  its
appointment.
     
     Section  9.  Duties. Any committee, including the Executive  Committee,  to
the  extent provided in the resolution of the Board of Directors, 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 Company, and may  authorize  the
seal  of  the Company to be affixed to all papers which may require it;  but  no
such  committee shall have the power or authority in reference to  amending  the
Certificate  of Incorporation, adopting an agreement of merger or consolidation,
recommending  to  the  stockholders  the sale,  lease  or  exchange  of  all  or
substantially  all  of the Company's property and assets,  recommending  to  the
stockholders  a dissolution of the Company or a revocation of a dissolution,  or
amending  the  By-Laws of the Company; and, unless the resolution of  the  Board
expressly  provides,  no such committee shall have the  power  or  authority  to
declare a dividend or to authorize the issuance of stock.
                                   ARTICLE VII

                             Certificates for Stock

        Section 1. Certificates.  Every holder of stock in the Company shall  be
entitled to have a certificate signed by, or in the name of the Company  by  the
Chairman of the Board, or the President or a Vice President and the Treasurer or
an  Assistant  Treasurer,  or  the Secretary or an Assistant  Secretary  of  the
Company, certifying the number of shares owned by him in the Company.

     Section 2. Signatures. Any of or all the signatures on the certificate  may
be facsimile. In case any officer, transfer agent or registrar who has signed or
whose  facsimile signature has been placed upon a certificate shall have  ceased
to  be  such  officer,  transfer agent or registrar before such  certificate  is
issued, it may be issued by the Company with the same effect as if he were  such
officer, transfer agent or registrar at the date of issue.
     
     Section  3. Foreign Owners. The outstanding shares of the Company shall  at
all  times be owned by citizens of the United States to such extent as will,  in
the  judgment  of the Board of Directors, reasonably assure the preservation  of
the Company's status as a United States citizen within the provisions of Section
2  of the Shipping Act, 1916, as amended, or any successor statute applicable to
the  business being conducted by the Company (the "Citizenship Provisions"). The
Board  of Directors may restrict any original issuance of shares of the  Company
to  citizens  of  the United States as such term is defined in  the  Citizenship
Provisions  ("United States Citizens"), and, in any event, shall  from  time  to
time  establish,  as a condition to the issuance or transfer of  shares  of  the
Company  to  non-United  States Citizens, the minimum percentage  of  the  total
outstanding  shares  of  the  Company which shall  be  owned  by  United  States
Citizens,  which  minimum  percentage may, in the discretion  of  the  Board  of
Directors,  exceed  the  minimum  percentage  required  by  law  (the   "Minimum
Percentage").  Nothing herein shall be deemed to preclude  ownership  by  United
States Citizens of shares of the Company in excess of the Minimum Percentage.
     
     Certificates  evidencing shares of stock of the Company may  be  issued  in
separate  series,  denominated respectively "Domestic  Share  Certificates"  and
"Foreign  Share Certificates." Domestic Share Certificates shall  be  issued  in
respect  of  shares owned of record and beneficially by United States  Citizens;
Foreign Share Certificates shall be issued in respect of shares owned of  record
or  beneficially  by  non-United  States Citizens.  Holders  of  Domestic  Share
Certificates  and  of  Foreign Share Certificates shall  have  in  all  respects
the  same  corporate status and corporate rights, share for share,  except  that
transfers of Domestic Share Certificates to non-United States Citizens shall  be
restricted and, in certain circumstances, the rights of holders of Foreign Share
Certificates shall be restricted, both as herein provided.
     
     If  any  shares  evidenced by Domestic Share Certificates or Foreign  Share
Certificates  shall  be  transferred  to  United  States  Citizens,  the   share
certificates issued to the transferee in respect of the shares transferred shall
be Domestic Share Certificates.
     
     If  any  shares evidenced by Domestic Share Certificates shall be  proposed
to  be  transferred to non-United States Citizens, the share certificates issued
to  the  transferee in respect of the shares transferred shall be Foreign  Share
Certificates;  provided,  however, if the stock records  of  the  Company  shall
disclose  immediately prior to the time of such proposed transfer that  (i)  the
maximum percentage of outstanding shares of voting stock of any class allowed to
be owned by non-United States Citizens has been met or has been exceeded or (ii)
the  maximum  percentage  of outstanding shares of voting  stock  of  any  class
allowed to be owned by non-United States Citizens would be exceeded as a  result
of  such  proposed transfer, no transfer of shares of such class represented  by
Domestic Share Certificates shall be made to non-United States Citizens.
     
     If  it  shall be found by the Company that stock represented by a  Domestic
Share Certificate is, in fact, owned of record or voted by or for the account of
a non-United States Citizen, the holder of such stock shall, upon the request of
the  Secretary  or  the transfer agent of the Company, surrender  such  Domestic
Share  Certificate for cancellation in exchange for the issuance  of  a  Foreign
Share Certificate for such stock; provided, however, if the stock records of the
Company  shall disclose immediately prior to the time of such proposed  exchange
that  (i)  the maximum percentage of outstanding shares of voting stock  of  any
class allowed to be owned by non-United States Citizens has been met or has been
exceeded or (ii) the maximum percentage of outstanding shares of voting stock of
any class allowed to be owned by non-United States Citizens would be exceeded as
a  result of such proposed exchange, then the exchange shall not be made and the
holder  of such stock represented by a Domestic Share Certificate shall  not  be
entitled  to receive dividends or to have any other rights, except the right  to
transfer such stock to a United States Citizen.
     
     The  Board  may  establish  from  time to time  reasonable  procedures  for
establishing  the  citizenship  of stockholders  of  the  Company  and,  without
limiting  the  foregoing,  may require that in connection  with  each  issue  or
transfer of shares of the Company the purchaser or transferee shall certify  his
citizenship status and such matters relevant thereto as the Board may require.
     
     The  Board  may  also  establish from time to time  such  other  reasonable
procedures  as  it  may  deem desirable for the purposes of  implementing  these
provisions.
     
     Section  4. New Certificates. The Board of Directors may, or may  designate
certain  persons to, authorize the issuance of a new certificate or certificates
to  replace  any certificate or certificates theretofore issued by  the  Company
alleged  to have been lost, stolen or destroyed, upon the making of an affidavit
of  that fact by the person claiming the certificate of stock to be lost, stolen
or  destroyed. When authorizing such issue of a new certificate or certificates,
the Board of Directors or such designated person may, in its discretion and as a
condition  precedent to the issuance thereof, require the owner  of  such  lost,
stolen or destroyed certificate or certificates, or his legal representative, to
give  the Company a bond indemnity sufficient to indemnify it against any  claim
that  may  be made against the Company on account of the alleged loss, theft  or
destruction of any such certificate or the issuance of such new certificate.
     
     Section  5.  Transfer  of  Stock. Upon surrender  to  the  Company  or  the
transfer  agent  of  the Company of a certificate for shares  duly  endorsed  or
accompanied  by  proper  evidence of succession,  assignation  or  authority  to
transfer, it shall be the duty of the Company to issue a new certificate to  the
person  entitled thereto, cancel the old certificate and record the  transaction
upon its books.
     
     Section 6. Fixing Record Date. In order that the Company may determine  the
stockholders entitled to notice of or to vote at any meeting of stockholders  or
any adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any  rights  in
respect of any change, conversion or exchange of stock or 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  such  other  action.  A
determination of stockholders of record entitled to notice of or to  vote  at  a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.
     
     Section  7.  Registered  Stockholders. The Company  shall  be  entitled  to
recognize  the exclusive right of a person registered on its books as the  owner
of  shares  to  receive dividends, and to vote as such owner, and 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 otherwise provided by the laws of Delaware.
                                        
                                  ARTICLE VIII
                                        
                                    Dividends
                                        
     Section 1. Dividends upon the capital stock of the Company, subject to  the
provisions of the Certificate of Incorporation, if any, may be declared  by  the
Board of Directors at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property, or in shares of the capital stock, subject  to
the provisions of the Certificate of Incorporation.
     
     Section  2. Before payment of any dividend, there may be set aside  out  of
any  funds  of  the  Company available for dividends such sum  or  sums  as  the
Directors  from time to time, in their absolute discretion, think  proper  as  a
reserve or reserves to meet contingencies, or for equalizing dividends,  or  for
repairing or maintaining any property of the Company, or for such other  purpose
as  the Directors shall think conducive to the interest of the Company, and  the
Directors may modify or abolish any such reserve in the manner in which  it  was
created.
     
                                   ARTICLE IX
                                        
                                 Indemnification
                                        
     Section  1. The Company shall indemnify any person who was or is threatened
to  be  made  a  party to any threatened, pending or completed action,  suit  or
proceeding, whether civil, criminal, administrative or investigative  by  reason
of the fact that he is or was a Director, officer or employee of the Company, or
is  or  was  serving  at  the request of the Company as a Director,  officer  or
employee  of  another  company,  partnership,  joint  venture,  trust  or  other
enterprise, against expenses (including attorneys' fees), judgments,  fines  and
amounts paid in settlement actually and reasonably incurred by him in connection
with  such action, suit or proceeding, to the extent and under the circumstances
permitted  by  the  General  Corporation Law of  the  State  of  Delaware.  Such
indemnification  (unless ordered by a court) shall be made as  authorized  in  a
specific    case    upon    a    determination    that    indemnification     of
the  Director,  officer  or  employee is proper  in  the  circumstances  because
he  has  met  the  applicable standards of conduct  set  forth  in  the  General
Corporation Law of the State of Delaware. Such determination shall be  made  (1)
by the Board of Directors by a majority vote of a quorum consisting of Directors
who  were not parties to such action, suit or proceeding, or (2) if such  quorum
is  not obtainable, or even if obtainable a quorum of disinterested Directors so
directs,  by  independent legal counsel in a written  opinion,  or  (3)  by  the
stockholders.
     
     The  foregoing  right of indemnification shall not be deemed  exclusive  of
any  other  rights to which those seeking indemnification may be entitled  under
any  By-Law,  agreement,  vote  of stockholders or  disinterested  Directors  or
otherwise  and  shall continue as to a person who has ceased to be  a  Director,
officer  or employee and shall inure to the benefit of the heirs, executors  and
administrators of such a person.
     
     Section  2.  Insurance.  The Board of Directors shall  have  the  power  to
authorize to the extent permitted by the General Corporation Law of the State of
Delaware  the purchase and maintenance of insurance on behalf of any person  who
is  or  was a Director, officer, employee or agent of the Company, or is or  was
serving at the request of the Company as a Director, officer, employee or  agent
of  another  company,  partnership, joint venture,  trust  or  other  enterprise
against  any liability asserted against him or incurred by him in such  capacity
or  arising out of his status as such whether or not the Company would have  the
power  to  indemnify  him against such liability under  the  provisions  of  the
General Corporation Law of the State of Delaware.
     
                                    ARTICLE X
                                        
                                 Corporate Seal
                                        
     The  Corporate  seal shall have inscribed thereon the name of  the  Company
and the words "Incorporated July l4, 1983, Delaware."
     
                                   ARTICLE XI
                                        
                                   Amendments
                                         
     Any  of  these  By-  Laws  may  be altered, a mended  or  repealed  by  the
affirmative  vote of at least two thirds of the Directors of the Company,  which
shall include the affirmative vote of at least one Director of each class of the
Board  of  Directors if the Board shall then be divided into classes or  by  the
affirmative vote of the holders of seventy-five percent (75 %) of the shares  of
the Company entitled to vote in the election of Directors, voting as one class.
     
     
     
     
     
12/27/95