Exhibit 3(ii)





                              BYLAWS









                    PHILLIPS PETROLEUM COMPANY



            (INCORPORATED UNDER THE LAWS OF DELAWARE)













                         SEPTEMBER 14, 1998


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                       TABLE OF CONTENTS



                           ARTICLE I

                      LOCATION OF OFFICES

SECTION 1.  LOCATION: ..................................... 1


                           ARTICLE II

                     STOCKHOLDERS MEETINGS

SECTION 1.  ANNUAL MEETING: NOTICE: ....................... 1

SECTION 2.  SPECIAL MEETINGS: NOTICE: ..................... 1

SECTION 3.  QUORUM: ....................................... 2

SECTION 4.  VOTING RIGHTS: PROXIES:
            RECORD DATE:  LIST OF STOCKHOLDERS: ........... 2

SECTION 5.  CHAIRMAN AND SECRETARY OF MEETINGS: ........... 3

SECTION 6.  ELECTION OF DIRECTORS: ........................ 3

SECTION 7.  INSPECTORS: ................................... 4

SECTION 8.  INDEPENDENT PUBLIC ACCOUNTANTS: ............... 5

SECTION 9.  STOCKHOLDER ACTION: ........................... 5

SECTION 10. NOMINATIONS AND STOCKHOLDER BUSINESS: ......... 5


                               - i -

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                          ARTICLE III

                           DIRECTORS

SECTION 1.  POWERS: ....................................... 8

SECTION 2.  FIRST MEETING OF NEWLY ELECTED
            BOARD OF DIRECTORS: ........................... 8

SECTION 3.  REGULAR MEETINGS: ............................. 8

SECTION 4.  SPECIAL MEETINGS: NOTICE: ..................... 9

SECTION 5.  QUORUM AND VOTING: ............................ 9

SECTION 6.  VACANCIES: ................................... 10

SECTION 7.  COMMITTEES, APPOINTMENT AND
            LIMITATION OF POWERS: ........................ 10

SECTION 8.  AUDITING OF ACCOUNTS: ........................ 11

SECTION 9.  CHANGE IN NUMBER OF DIRECTORS: ............... 11

SECTION 10. OTHER INTERESTS OF DIRECTORS: ................ 11

SECTION 11. SUBMISSION OF ACTS TO STOCKHOLDERS: .......... 11

SECTION 12. COMPENSATION TO DIRECTORS: ................... 12

SECTION 13. ELIGIBILITY OF DIRECTORS: .................... 12

SECTION 14. INDEMNIFICATION: ............................. 12


                              - ii -

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                           ARTICLE IV

                      EXECUTIVE COMMITTEE

SECTION 1.  MEMBERS: ..................................... 15

SECTION 2.  POWERS: ...................................... 15

SECTION 3.  MEETINGS: .................................... 15

SECTION 4.  QUORUM: ...................................... 15

SECTION 5.  OFFICERS: SUBCOMMITTEES: ..................... 16

SECTION 6.  VACANCIES: ................................... 16


                           ARTICLE V

                COMMITTEE ON DIRECTORS' AFFAIRS

SECTION 1.  MEMBERS: ..................................... 16

SECTION 2.  POWERS: ...................................... 16

SECTION 3.  MEETINGS: .................................... 17

SECTION 4.  QUORUM AND VOTING: ........................... 17

SECTION 5.  FAILURE TO ACT: .............................. 17

SECTION 6.  RIGHTS OF STOCKHOLDERS: ...................... 17


                              - iii -

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                           ARTICLE VI

                        AUDIT COMMITTEE

SECTION 1.  MEMBERS: ..................................... 18

SECTION 2.  POWERS: ...................................... 18

SECTION 3.  DEFINITION: .................................. 19

SECTION 4.  MEETINGS: .................................... 20

SECTION 5.  STAFF: ....................................... 20


                          ARTICLE VII

                     COMPENSATION COMMITTEE

SECTION 1.  MEMBERS: ..................................... 20

SECTION 2.  POWERS: ...................................... 20

SECTION 3.  MEETINGS: .................................... 21

SECTION 4.  STAFF: ....................................... 21


                          ARTICLE VIII

                    PUBLIC POLICY COMMITTEE

SECTION 1.  MEMBERS: ..................................... 21

SECTION 2.  POWERS: ...................................... 22

SECTION 3.  MEETINGS: .................................... 23

SECTION 4.  STAFF: ....................................... 23


                              - iv -

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                           ARTICLE IX

                            OFFICERS

SECTION 1.  DESIGNATION: ................................. 23

SECTION 2.  ELECTION: TERM OF OFFICE: .................... 24

SECTION 3.  REMOVAL FROM OFFICE:
            FAILURE TO PERFORM DUTIES: ................... 24

SECTION 4.  CHAIRMAN OF THE BOARD OF DIRECTORS:
            VICE CHAIRMAN: PRESIDENT: .................... 24

SECTION 5.  CHIEF EXECUTIVE OFFICER: ..................... 25

SECTION 6.  EXECUTIVE VICE PRESIDENTS:
            VICE PRESIDENTS: ............................. 25

SECTION 7.  SECRETARY: ................................... 25

SECTION 8.  TREASURER: ................................... 26

SECTION 9.  CONTROLLER: .................................. 26

SECTION 10. GENERAL: ..................................... 27


                           ARTICLE X

                         CAPITAL STOCK

SECTION 1.  CERTIFICATES: FACSIMILE SIGNATURES:
            LOST STOCK: .................................. 27

SECTION 2.  TRANSFERS:  PRESERVATION OF
            CANCELED CERTIFICATES: FRACTIONAL SHARES:
            TRANSFER AGENTS: ............................. 28

SECTION 3.  DATE FOR DETERMINATION
            OF STOCKHOLDERS: ............................. 28

SECTION 4.  ADDITIONAL REGULATIONS: ...................... 29


                               - v -

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                           ARTICLE XI

                      POLITICAL ACTIVITIES

SECTION 1.  COMPLIANCE WITH LAWS CONCERNING
            POLITICAL CONTRIBUTIONS: ..................... 29

SECTION 2.  POLITICAL CONTRIBUTIONS: ..................... 29

SECTION 3.  POLITICAL COMMITTEE
            AUTHORIZED BY FEDERAL LAW: ................... 30

SECTION 4.  NONFEDERAL POLITICAL COMMITTEES: ............. 30

SECTION 5.  OTHER POLITICAL ACTIVITIES: .................. 31


                          ARTICLE XII

                         MISCELLANEOUS

SECTION 1.  CHECKS, NOTES AND DRAFTS: .................... 31

SECTION 2.  SEAL: ........................................ 31

SECTION 3.  DIVIDENDS AND RESERVES: ...................... 32

SECTION 4.  WAIVER OF NOTICE: ............................ 32

SECTION 5.  CHAIRMAN OF THE BOARD EMERITUS: .............. 32

SECTION 6.  AMENDMENTS: .................................. 32


                              - vi -

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                             BYLAWS

                               OF

                   PHILLIPS PETROLEUM COMPANY





                           ARTICLE I

                      LOCATION OF OFFICES

               ARTICLE I.  SECTION 1.  LOCATION:

     The statutory registered office shall be in Dover, Delaware,
and the principal operating offices shall be in Bartlesville,
Oklahoma.  The company may also have offices or agencies in New
York, New York, and in such other places as the Board of
Directors or the Executive Committee may designate.

                           ARTICLE II

                     STOCKHOLDERS MEETINGS

                    ARTICLE II.  SECTION 1.
                    ANNUAL MEETING:  NOTICE:

     An annual meeting of the stockholders of the company for the
election of directors and the transaction of such other business
as may properly come before the meeting shall be held, at such
place, on such date and at such time, as shall be determined by
the Board.  Notice of the place, date and time of the meeting
shall be given by mailing at least 10 days, but not more than 60
days, previous to such meeting, postage prepaid, a copy of such
notice addressed to each stockholder at his post office address
as recorded on the books of the company.  The Board of Directors
may postpone or reschedule any previously scheduled annual
meeting.

                    ARTICLE II.  SECTION 2.
                   SPECIAL MEETINGS:  NOTICE:

     Special meetings of the stockholders, other than those
required by statute, may be called at any time by the Chairman of
the Board of Directors, the Vice Chairman, or the President, or
by the Board of Directors pursuant to a resolution approved by a
majority of the entire Board of Directors.  Notice of every
special


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meeting, stating the time, place and purpose, shall be given by
mailing, postage prepaid, at least 10 but not more than 60 days
before each such meeting, a copy of such notice addressed to each
stockholder of the company at his post office address as recorded
on the books of the company.  The Board of Directors may
postpone, reschedule or cancel any previously scheduled special
meeting.

     Only such business shall be conducted at a special meeting
of stockholders as shall have been brought before the meeting
pursuant to the company's notice of meeting.

                ARTICLE II.  SECTION 3.  QUORUM:

     At any meeting of the stockholders the holders of a majority
of the issued and outstanding shares of the common stock, present
in person or by proxy, shall constitute a quorum for all purposes
unless otherwise provided by law.

     If the holders of the amount of stock necessary to
constitute a quorum shall fail to attend in person or by proxy at
the time and place fixed for an annual or special meeting, the
person serving as chairman of the meeting may adjourn the
meeting, without notice other than by announcement of the time
and place at the meeting;  provided, however, that if the
adjournment is for more than 30 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 in conformity with the
notice requirements for the meeting being adjourned.  At any such
adjourned meeting at which a quorum shall be present, any
business may be transacted which might have been transacted at
the original meeting.

                    ARTICLE II.  SECTION 4.
                    VOTING RIGHTS:  PROXIES:
              RECORD DATE:  LIST OF STOCKHOLDERS:

     At each stockholders meeting every stockholder shall be
entitled to vote in person or by proxy appointed in accordance
with Delaware law.

     The votes for directors shall be by ballot.

     All questions shall be determined by a majority vote of the
stock represented at the meeting, unless a different vote is
required by law or by the Certificate of Incorporation of the
company.

     For a period of at least 10 days prior to each meeting of
the stockholders, and during such meeting, there shall be
maintained a complete list, in alphabetical order, of all of the
stockholders entitled to vote at such meeting,


                                -2-

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indicating the address of and number of shares held by each,
which list shall be certified by the person in charge of the
stock ledger of the company.  Only the persons in whose names
shares of stock are registered on the books of the company on the
record date for such meeting shall be entitled to vote.

     Subsequent to the record date for any meeting, and prior to
such meeting, any proxy may submit his power of attorney to the
Secretary for examination.  The certificate of the Secretary as
to the regularity of such power of attorney, and as to the number
of shares held by the stockholder who executed such power of
attorney, shall be received as prima facie evidence of the number
of shares represented by the holder of such power of attorney for
the purpose of establishing the presence of a quorum at such
meeting and of organizing the same, and for all other purposes.

                    ARTICLE II.  SECTION 5.
              CHAIRMAN AND SECRETARY OF MEETINGS:

     The Chairman of the Board of Directors, and in his absence,
the Vice Chairman, and in the absence of both the Chairman and
the Vice Chairman, the President, shall act as chairman of and
preside at all meetings of stockholders.  The Board of Directors
may appoint any stockholder to act as chairman of any such
meeting in the absence of the Chairman of the Board of Directors,
the Vice Chairman and the President.  The chairman of any meeting
of stockholders shall determine the order of business and the
procedure at the meeting, including the determination of the date
and time of the opening and the closing of the polls for each
matter upon which the stockholders will vote at such meeting and
such other regulation of the manner of voting and the conduct of
discussion as he determines to be reasonably in order.  The
chairman may adjourn any meeting of stockholders, whether
pursuant to Section 3 of this Article II or otherwise, and notice
of such adjournment need be given only if required by law.

     The Secretary shall act at all meetings of the stockholders,
but, in the absence of the Secretary at any such meeting, an
Assistant Secretary of the company shall act in his stead, or the
presiding officer may appoint any other person to act as
secretary of the meeting.

                    ARTICLE II.  SECTION 6.
                     ELECTION OF DIRECTORS:

     The stockholders shall at each annual meeting select by
ballot a Board of Directors consisting of not less than eleven
nor more than twenty-one members, with the exact number to be
fixed from time to time by resolution of the Board.  A majority
of the total number of directors elected shall be persons who are


                                -3-

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independent outside directors, as defined in this Section.  The
persons receiving votes of a majority of the stock represented at
the meeting shall be directors for the ensuing year or until
their successors shall be elected.

     As used in these Bylaws, the term "independent outside
directors" means any person who, on the date of his election,
(i) is not an officer or employee of this company; (ii) is not an
officer or employee of, or does not own directly or indirectly in
excess of 1% of the shares of, a corporation (A) which has
received payments from this company for property or services in
excess of 1% of its gross receipts during any one of the four
calendar years immediately preceding such date, as determined by
its financial statement for the year in question, or (B) which is
proposed to receive during the following year such payments in
excess of 1% of its gross receipts as determined by its financial
statement for the immediately preceding year; (iii) is not a
member, officer, or employee of any business or professional
organization (other than a corporation) which (A) has received
payments from this company for property or services in excess of
$500,000 during any one of the four calendar years immediately
preceding such date, or (B) is proposed to receive such payments
in excess of $500,000 in the following year; (iv) is not a person
who individually (as a share partner or otherwise) has received
payments, directly or indirectly, from this company in excess of
$50,000 (other than fees as a director) for property or services
sold or provided by him during any one of the four calendar years
immediately preceding such date, and is not proposed to receive
such payments in excess of $50,000 in the following year; and (v)
is not a member of or associate in a law firm which is proposed
to be or in the preceding four calendar years has been engaged by
this company.  Notwithstanding the foregoing definition, any
person elected a director at this company's 1975 annual meeting
of stockholders, who was not an officer or employee of this
company when so elected and is not such an officer or employee on
the date on which his status is determined, shall be considered
within the definition of "independent outside director."  As used
in this Section, the term "this company" means Phillips Petroleum
Company or any company which is controlled directly or indirectly
by it; and the term "officer or employee" shall not include any
director of a corporation who is not otherwise an officer or
employee of such corporation.

              ARTICLE II.  SECTION 7.  INSPECTORS:

     The company shall, in advance of any meeting of
stockholders, appoint one or more inspectors to act at the
meeting and make a written report thereof.  The company may
designate one or more persons as alternate inspectors to replace
any inspector who fails to act.  If no inspector or alternate is
able to act at a meeting of stockholders, the person presiding
at the meeting shall appoint one or more inspectors to act at the
meeting.  Each inspector, before entering


                                -4-

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upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector with strict
impartiality and according to the best of his ability.

                    ARTICLE II.  SECTION 8.
                INDEPENDENT PUBLIC ACCOUNTANTS:

     Independent public accountants ("accountants") designated by
the Board of Directors require approval by the stockholders.  At
each annual meeting a vote of stockholders shall be taken to
ascertain their approval or disapproval of the accountants
designated by the Board as the accountants to audit the books,
records, and accounts of the company for the current fiscal year.
If the accountants designated by the Board are disapproved by the
stockholders, the Board shall determine whether to replace such
accountants for the current fiscal year, but in any case shall
not designate such accountants for the next fiscal year.  If the
accountants designated by the Board are approved by the
stockholders, they shall not be discharged or removed by the
Board prior to the beginning of the next fiscal year, except with
the concurrence of the stockholders acting at a special meeting
called for that purpose.  The accountants shall have access at
reasonable times to all records, documents, accounts, and
information of the company, and shall be entitled to require from
directors, officers, and employees of the company such
information and explanation as, in their opinion, are necessary
to enable them to make their certification or render their report
or opinion, or to pursue any inquiry which the Audit Committee
has directed them to conduct.

                    ARTICLE II.  SECTION 9.
                      STOCKHOLDER ACTION:

     Any action required or permitted to be taken by the
stockholders of the company must be effected at a duly called
annual or special meeting of such holders and may not be effected
by any consent in writing by such holders.

                    ARTICLE II.  SECTION 10.
             NOMINATIONS AND STOCKHOLDER BUSINESS:

     Nominations of persons for election to the Board of
Directors of the company and the proposal of business to be
considered by the stockholders may be made at an annual meeting
of stockholders (a) pursuant to the company's notice of meeting,
(b) by or at the direction of the Board of Directors, or (c) by
any stockholder of the company who was a stockholder of record
at the time of giving of notice provided for in this Section, who
is entitled to vote at the meeting and who complied with the
notice procedures set forth in this Section.


                                -5-

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     For nominations or other business to be properly brought
before an annual meeting by a stockholder pursuant to this
Section, the stockholder must have given timely notice thereof in
writing to the Secretary of the company, and such business must
be a proper subject for stockholder action under the Delaware
General Corporation Law.  To be timely, a stockholder's notice
shall be delivered to the Secretary at the principal executive
offices of the company not less than 60 days nor more than 90
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 30 days or
delayed by more than 60 days from such anniversary date, notice
by the stockholder to be timely must be so delivered not earlier
than the 90th day prior to such annual meeting and not later than
the close of business on the later of the 60th day prior to such
annual meeting or the 10th 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 reelection
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 company's books, and of such beneficial
owner, and (ii) the class and number of shares of the company
which are owned beneficially and of record by such stockholder
and such beneficial owner.

     Notwithstanding anything in this Section to the contrary, in
the event that the number of directors to be elected to the Board
of Directors of the company is increased and there is no public
announcement specifying the size of the increased Board of
Directors made by the company at least 70 days prior to the first
anniversary of the preceding year's annual meeting, a
stockholder's notice required by this Section 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
company not later than the close of business on the 10th day
following the day on which such public announcement is first made
by the company.


                                -6-

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     Only such business shall be conducted at a special meeting
of stockholders as shall have been brought before the meeting
pursuant to the company's notice of meeting.  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 company's notice of meeting (a) by or at
the direction of the Board of Directors or (b) by any stockholder
of the company who is a stockholder of record at the time of
giving of notice provided for in this Section, who shall be
entitled to vote at the meeting and who complies with the notice
procedures set forth in this Section.  Nominations by
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 required by this Section shall be delivered
to the Secretary at the principal executive offices of the
company not earlier than the 90th day prior to such special
meeting and not later than the close of business on the later of
the 60th day prior to such special meeting or the 10th 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.

     Only such persons who are nominated in accordance with the
procedures set forth in this Section shall be eligible for
election as directors at any meeting of stockholders.  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 Section.  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 Section and, if any proposed nomination or business is not
in compliance with this Section, to declare that such defective
proposal shall be disregarded.

     For purposes of this Section, "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 company with the Securities
and Exchange Commission pursuant to Section 13, 14 or 15(d) of
the Exchange Act.

     Notwithstanding the foregoing provisions of this Section, 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 Section.  Nothing in
this Section shall be deemed to affect any rights of stockholders
to request inclusion of proposals in the company's proxy
statement pursuant to Rule 14a-8 under the Exchange Act.


                                -7-

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                          ARTICLE III

                           DIRECTORS

               ARTICLE III.  SECTION 1.  POWERS:

     The Board of Directors shall have all the powers of the
company and all the management of its business, except as
otherwise provided by law.  It shall appoint and remove all
officers, employees, and agents of the company except as
hereinafter stated, prescribe their duties, fix their
compensation except as hereinafter stated, and require, when
deemed advisable, security for their faithful service.  It may
make rules and regulations not inconsistent with law and these
Bylaws for the guidance of the company's officers, employees, and
agents.  Each director shall have full access to any and all
company records and shall have the right to interview any company
officer or employee with respect to any aspect of the company's
business.  It shall cause a report to be made to the annual
meeting of the stockholders showing the business operations and
financial position of the company. It shall generally possess all
the powers and perform all the duties usually exercised by or
imposed upon boards of directors of similar corporations.
Directors who do not qualify as independent outside directors, as
defined in Section 6, Article II of these Bylaws, shall not vote
on the selection or retention of independent public accountants.
Although resignation, death, or removal of one or more
independent outside directors, as defined in Section 6, Article
II, may result in the Board's being composed of less than the
proportion of independent outside directors required by that
Section, the Board shall nevertheless have the same powers as
otherwise, but shall fill each such vacancy with an independent
outside director within a reasonable period of time.

                    ARTICLE III.  SECTION 2.
       FIRST MEETING OF NEWLY ELECTED BOARD OF DIRECTORS:

     Immediately after each annual meeting of stockholders, the
newly elected directors shall meet at the place where the annual
meeting of stockholders was held, for the purpose of electing
officers and transacting any other business that shall come
before the meeting.

          ARTICLE III.  SECTION 3.  REGULAR MEETINGS:

     Regular meetings of the Board of Directors shall be held at
the offices of the company in Bartlesville, Oklahoma, at
12:30 p.m., or at such time as the Board directs, on the second
Monday of each month unless otherwise designated by the Board,
except (i) the meeting for which provisions have been made in
Section 2 of this Article III shall count as the regular meeting
for the month of May, and (ii) no regular meeting shall be held
in the months of January,


                                -8-

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March, June, August and November.  No notice of any regular
meeting shall be necessary.

     Regular meetings may be adjourned to be held at any place
within or without the States of Oklahoma and Delaware at the time
and place specified in the resolution of adjournment.  No notice
of any adjourned meeting of any regular meeting shall be
necessary.

                    ARTICLE III.  SECTION 4.
                   SPECIAL MEETINGS:  NOTICE:

     Special meetings of the Board of Directors may be called by
the Chairman of the Board of Directors, the Vice Chairman, the
President, the Secretary, or an Assistant Secretary, and shall be
called by any of said officers upon the request of at least three
directors.  Any such meeting shall be held at the time and place,
within or without the States of Oklahoma and Delaware, specified
in the notice thereof.  One day's notice of the time and place of
special meetings shall be given to each director by letter or
telegram sent to the residence or usual place of business of such
director.

     No notice of any adjourned meeting of any special meeting
shall be necessary.

          ARTICLE III.  SECTION 5.  QUORUM AND VOTING:

     A majority of the total number of directors then in office
shall constitute a quorum for the transaction of business, but
less than a quorum may adjourn from time to time and from place
to place.  The affirmative votes of a majority of the total
number of directors then in office shall be required to
constitute action by the Board of Directors, unless the vote of a
greater number shall be  required by law and except as may be
otherwise provided in the Certificate of Incorporation of the
company; except that (i) only the affirmative votes of a majority
of the total number of independent outside directors then in
office shall be required on the question of the selection or
retention of independent public accountants, and (ii) only the
affirmative votes of a majority of the disinterested directors,
even though the disinterested directors be less than a quorum,
shall be required on any question involving the compensation of
directors other than those who are employees of the company.


                                -9-

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              ARTICLE III.  SECTION 6.  VACANCIES:

     A vacancy occurring in the Board of Directors shall be
filled by a person elected by the remaining members of the Board,
though less than a quorum, to serve until the next annual
election by the stockholders.

                    ARTICLE III.  SECTION 7.
       COMMITTEES, APPOINTMENT AND LIMITATION OF POWERS:

     All committees shall be appointed by the Board of Directors,
except to the extent otherwise authorized by Section 5, Article
IX of these Bylaws, and except further, that the Executive
Committee may appoint subcommittees, as provided in Section 5,
Article IV of these Bylaws.  No committee, whether or not
appointed by the Board, shall have authority to:

          (a)  declare dividends or distributions;

          (b)  approve or recommend to stockholders action or
               proposals required by law to be approved by
               stockholders;

          (c)  designate candidates for the office of director,
               for purposes of proxy solicitation or otherwise,
               or fill vacancies on the Board or any committee
               thereof;

          (d)  amend the Bylaws;

          (e)  reduce earned or capital surplus;

          (f)  authorize or approve the reacquisition of shares
               unless pursuant to a general formula or method
               specified by the Board; or

          (g)  authorize or approve the issuance or sale of, or
               any contract to issue or sell, shares or designate
               the terms of a series of a class of shares,
               provided that the Board, having acted regarding
               general authorization for the issuance  or sale of
               shares, or any contract therefor, and, in the case
               of a series, the designation thereof, may,
               pursuant to a general formula or method specified
               by the Board by resolution or by adoption of a
               stock option or other plan, authorize a committee
               to fix the terms upon which such shares may be
               issued or sold, including, without limitation, the
               price, the dividend rate, provisions for
               redemption, sinking fund,


                               -10-

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               conversion, preferential rights, and provisions
               for other features of a class of shares, or a such
               committee to adopt any final resolution setting
               forth all the terms thereof and to authorize the
               statement of the terms of a series for filing with
               the Secretary of State of Delaware.

     Nothing contained in this Section is intended to prohibit a
committee from submitting recommendations to the Board regarding
any matter.

                    ARTICLE III.  SECTION 8.
                     AUDITING OF ACCOUNTS:

     It shall be the duty of the Board of Directors to cause the
books and accounts of the company and vouchers and papers
relating thereto to be audited at least once a year.

                    ARTICLE III.  SECTION 9.
                 CHANGE IN NUMBER OF DIRECTORS:

     The Board of Directors may increase or decrease the number
of directors from time to time without approval of the
stockholders, provided that the proportion of independent outside
directors shall conform to the provisions of Section 6, Article
II of these Bylaws.  Where the number of directors is increased,
the Board shall elect a person to fill each vacancy thus created,
to serve until the next annual election by the stockholders.

                   ARTICLE III.  SECTION 10.
                 OTHER INTERESTS OF DIRECTORS:

     No transaction between this company and any director or
officer or any corporation, partnership, association, or other
organization shall be affected by any personal interest in such
transaction of any director of this company except to the extent
provided by law.

                   ARTICLE III.  SECTION 11.
              SUBMISSION OF ACTS TO STOCKHOLDERS:

     The Board of Directors may submit any transaction for
approval or ratification at any meeting of the stockholders.


                               -11-

<PAGE>



                   ARTICLE III.  SECTION 12.
                   COMPENSATION TO DIRECTORS:

     Directors, other than those who are employees of the
company, shall be compensated for their services as members of
the Board of Directors and of any committee thereof in such
manners and in such amounts as may be fixed from time to time by
the Board.  In fixing such compensation, the Board shall take
into account not only the time required for attendance at
meetings of the Board and committees thereof, but also the time
spent in preparation for such meetings.  Upon request, the
company shall furnish to any stockholder, without charge, a
statement of the total annual compensation of any director who is
not an employee of the company, showing the method by which such
compensation was computed.  In addition to such compensation any
director may be reimbursed by the company for all reasonable
expenses incurred in attending meetings of the Board and its
committees.  Subject to the provisions of Section 6, Article II,
nothing herein shall be construed to preclude any director from
serving the company in any other capacity and receiving
compensation therefor.

                   ARTICLE III.  SECTION 13.
                   ELIGIBILITY OF DIRECTORS:

     Any person shall be eligible for election as a director
provided that any person reaching their 70th birthday during any
calendar year may be elected in such calendar year and continue
to serve out any term for which they are so elected but will not
thereafter be eligible.  Any employee who is also a director,
including the Chairman of the Board of Directors, shall resign
as a director upon his retirement as an employee.

                   ARTICLE III.  SECTION 14.
                        INDEMNIFICATION:

     Each person who was or is made a party or is threatened to
be made a party to or is otherwise involved in any action, suit
or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), 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 employee of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with
respect to an employee benefit plan (hereinafter an
"indemnitee"), whether the basis of such proceeding is alleged
action in an official capacity as a director, officer employee or
in any other capacity while serving as a director, officer
employee, shall be indemnified and held harmless by the company
to the fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that
such amendment permits the company to provide broader
indemnification rights than such law permitted


                               -12-

<PAGE>



the company to provide prior to such amendment), against all
expense, liability and loss (including attorneys' fees,
judgments, fines, Employee Retirement Income Security Act of 1974
excise taxes or penalties and amounts paid in settlement)
reasonably incurred or suffered by such indemnitee in connection
therewith; provided, however, that, except as provided in this
Section with respect to proceedings to enforce rights to
indemnification, the company shall indemnify any such indemnitee
in connection with a proceeding (or part thereof) initiated by
such indemnitee only if such proceeding (or part thereof) was
authorized by the Board of Directors of the company.

     The right to indemnification conferred in this Section shall
include the right to be paid by the company the expenses incurred
in defending any such proceeding in advance of its final
disposition (hereinafter an "advancement of expenses"); provided,
however, that, if the Delaware General Corporation Law requires,
an advancement of expenses incurred by an indemnitee in his
capacity as a director or officer (and not in any other capacity
in which service was or is rendered by such indemnitee,
including, without limitation, service to an employee benefit
plan) shall be made only upon delivery to the company of an
undertaking, by or on behalf of such indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right to appeal
(hereinafter a "final adjudication") that such indemnitee is not
entitled to be indemnified for such expenses under this Section
or otherwise.  The rights to indemnification and to the
advancement of expenses conferred in this Section shall be
contract rights and such rights shall continue as to an
indemnitee who has ceased to be a director, officer or employee
and shall inure to the benefit of the indemnitee's heirs,
executors and administrators.

     If a claim under this Section is not paid in full by the
company within 60 days after written claim had been received by
the company, except in the case of a claim for an advancement of
expenses, in which case the applicable period shall be 20 days,
the indemnitee may at any time thereafter bring suit against the
company to recover the unpaid amount of the claim.  If
successful in whole or in part in any such suit, or in a suit
brought by the company to recover an advancement of expenses
pursuant to the terms of an undertaking, the indemnitee shall be
entitled to be paid also the expense of prosecuting or defending
such suit.  In (i) any suit brought by the indemnitee to enforce
a right to indemnification hereunder (but not in a suit brought
by the indemnitee to enforce a right to an advancement of
expenses) it shall be a defense that, and (ii) in any suit by the
company to recover an advancement of expenses pursuant to the
terms of an undertaking the company shall be entitled to recover
such expenses upon a final adjudication that, the indemnitee has
not met any applicable standard for indemnification set forth in
the Delaware General Corporation Law.  Neither the failure of the
company (including its Board of


                              -13-

<PAGE>



Directors, independent legal counsel, or its stockholders) to
have made a determination prior to the commencement of such suit
that indemnification of the indemnitee is proper in the
circumstances because the indemnitee has met the applicable
standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the company (including its
Board of Directors, independent legal counsel, or its
stockholders) that the indemnitee has not met such applicable
standard of conduct, shall create a presumption that the
indemnitee has not met the applicable standard of conduct or, in
the case of such a suit brought by the indemnitee, be a defense
to such suit. In any suit brought by the indemnitee to enforce a
right to indemnification or to an advancement of expenses
hereunder, or by the company to recover an advancement of
expenses pursuant to the terms of an undertaking, the burden of
proving that the indemnitee is not entitled to be indemnified, or
to such advancement of expenses, under this Section or otherwise
shall be on the company.

     The rights to indemnification and to the advancement of
expenses conferred in this Section shall not be exclusive of any
other right which any person may have or hereafter acquire under
any statute, the company's Certificate of Incorporation, Bylaws,
agreement, vote of stockholders or disinterested directors or
otherwise.

     The company may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of
the company or another corporation, partnership, joint venture,
trust or other enterprise against any expense, liability or loss,
whether or not the company would have the power to indemnify such
person against such expense, liability or loss under the Delaware
General Corporation Law.

     The company may, to the extent authorized from time to time
by the Board of Directors, grant rights to indemnification, and
rights to be paid by the company the expenses incurred in
defending any proceeding in advance of its final disposition, to
any agent of the company or to any agent of another corporation
or of a partnership, joint venture, trust or other enterprise,
including any employee benefit plan, serving as such agent at the
request of the company, to the fullest extent of the provisions
of this Section with respect to the indemnification and
advancement of expenses of directors, officers and employees of
the company.


                              -14-

<PAGE>



                           ARTICLE IV

                      EXECUTIVE COMMITTEE

               ARTICLE IV.  SECTION 1.  MEMBERS:

     The Board of Directors, by resolution adopted by a majority
of the whole Board, may establish an Executive Committee, the
members of which shall consist of the Chairman of the Board of
Directors, the President and three independent outside directors
of the Board, as defined in Section 6, Article II of these
Bylaws, designated by the Board.  In addition, the Board may from
time to time designate one or more other directors to serve as
members of the Committee, provided that a majority of the members
of the Committee shall be independent outside directors.

                ARTICLE IV.  SECTION 2.  POWERS:

     Subject to the limitations stated in Sections 1 and 7 of
Article III and Sections 2 and 3 of Article XI of these Bylaws
and to any limitations imposed by law or imposed by the Board of
Directors, the Executive Committee may exercise all the powers of
the Board in the management of specified matters where such
authority is delegated to it by the Board, and also, subject to
the same limitations, when the Board is not in session, the
Committee shall have, and may exercise, all the powers and
authority of the Board in the management and business of the
company (including the power to authorize the seal of the company
to be affixed to all papers which may require it).

               ARTICLE IV.  SECTION 3.  MEETINGS:

     The Executive Committee shall adopt such rules and
regulations for the calling and holding of its meetings and for
the transaction of business at such meetings as to the Committee
shall seem appropriate and not inconsistent with the law or these
Bylaws.  As provided by law, the Committee is authorized to hold
meetings by conference telephone or similar communications
equipment by means of which all persons participating in the
meeting can hear each other, and such participation shall
constitute presence in person at such meeting.

                ARTICLE IV.  SECTION 4.  QUORUM:

     Three members of the Executive Committee shall constitute a
quorum for the transaction of business, but less than a quorum
may adjourn from time to time and from place to place.  The vote
of the majority of the members present


                              -15-

<PAGE>



at a meeting at which a quorum is present or of three members
present at such meeting, whichever is greater, shall be required
to constitute action by the Committee, unless the vote of a
greater number shall be required by law.

                    ARTICLE IV.  SECTION 5.
                   OFFICERS:  SUBCOMMITTEES:

     The Chairman of the Board, and in his absence the President,
shall preside at the meetings of the Executive Committee but, in
the absence of both the Chairman of the Board and the President,
the majority of the members of the Committee present at a meeting
shall appoint a member to preside at such meeting. The Secretary
of the company shall serve as secretary of the Committee, but in
the absence of the Secretary, the presiding officer at a meeting
shall appoint any other director or officer of the company to act
as secretary of such meeting.  The Secretary shall keep the
records of the Committee.  The Committee shall also have power to
appoint such subcommittees as it may deem necessary.

              ARTICLE IV.  SECTION 6.  VACANCIES:

     Vacancies occurring in the Executive Committee shall be
filled by the Board of Directors.


                           ARTICLE V

                COMMITTEE ON DIRECTORS' AFFAIRS

                ARTICLE V.  SECTION 1.  MEMBERS:

     At the first meeting of each newly elected Board of
Directors, the Board shall appoint a Committee on Directors'
Affairs of the Board containing at least three members and
consisting entirely of independent outside directors of the
Board, as defined in Section 6, Article II of these Bylaws, and
shall designate its chairman.  The Board may from time to time
designate one or more independent outside directors as alternate
members of the Committee.

                ARTICLE V.  SECTION 2.  POWERS:

     By such date as may be specified by the Board of Directors
each year, the Committee on Directors' Affairs shall recommend
and submit to the Board for its approval a list of persons
proposed for nominations by the Board for election as directors
at the next annual stockholders meeting.  If for any reason a
vacancy


                              -16-

<PAGE>



occurs in any slate of persons nominated by the Board for
election as directors, or a vacancy occurs on the Board between
annual meetings, the Committee shall, by the date specified by
the Board, submit to the Board for approval a recommendation of a
person to fill each such vacancy.  Except as otherwise provided
in Section 5 of this Article V, only persons recommended by the
Committee shall be eligible for nomination by the Board for
election as directors or to fill a vacancy, but if the Board does
not approve of one or more of the persons recommended by the
Committee, the Committee shall submit a recommendation of other
persons by the date specified by the Board.

               ARTICLE V.  SECTION 3.  MEETINGS:

     The Committee on Directors' Affairs shall adopt such rules
and regulations for the calling and holding of its meetings and
for the transaction of business at such meetings as to the
Committee shall seem meet and consistent with law and these
Bylaws.

                     ARTICLE V.  SECTION 4.
                       QUORUM AND VOTING:

     Three members or a majority of the Committee on Directors'
Affairs, whichever is greater, shall constitute a quorum for the
transaction of business, but less than a quorum may adjourn from
time to time and from place to place.  The vote of the majority
of the members present at a meeting at which a quorum is present
or of three members present at such meeting, whichever is
greater, shall be required to constitute action by the Committee,
unless the vote of a greater number shall be required by law.

                     ARTICLE V.  SECTION 5.
                        FAILURE TO ACT:

     If for any reason the Committee shall fail or determine not
to make a recommendation of director nominees with respect to any
annual stockholders meeting or with respect to any vacancy on the
Board by the date specified by the Board, the Board shall select
such nominees or fill such vacancy in such manner as it deems
appropriate.

                     ARTICLE V.  SECTION 6.
                    RIGHTS OF STOCKHOLDERS:

     Nothing in this Article V shall affect or restrict the right
of any stockholder to nominate any person for election as a
director where such nomination is


                              -17-

<PAGE>



otherwise authorized by law and made in accordance with Section
10, Article II of these Bylaws.


                           ARTICLE VI

                        AUDIT COMMITTEE

               ARTICLE VI.  SECTION 1.  MEMBERS:

     At the first meeting of each newly elected Board of
Directors, the Board shall appoint an Audit Committee of at least
three members, consisting entirely of independent outside
directors of the Board, as defined in Section 6, Article II of
these Bylaws, and shall designate its chairman.  From time to
time the Board may designate one or more independent outside
directors as alternate members of the Committee.

                ARTICLE VI.  SECTION 2.  POWERS:

     The Audit Committee shall have the following powers and
duties:

     (a)  The Committee shall recommend annually to the Board of
          Directors the independent public accountants to be
          engaged to audit the books, records, and accounts of
          the company for the ensuing fiscal year.  Only
          accountants recommended by the Committee and approved
          by the Board shall be engaged.  In case of a vacancy in
          the position of independent public accountants, the
          Committee shall recommend and the Board shall approve
          the engagement of other independent public accountants
          to fill the vacancy until the next annual stockholders
          meeting;

     (b)  The Committee shall arrange the details of the
          engagement of the independent public accountants,
          including the remuneration to be paid;

     (c)  The Committee shall review with the company's
          independent public accountants, as well as the
          company's Controller and other appropriate company
          personnel, the following matters:  (i) the company's
          general policies and procedures with respect to audits
          and accounting and financial controls; and (ii) the
          general accounting and reporting principles and
          practices  which should be applied in preparing the
          company's financial statements and conducting financial
          audits of its affairs;


                              -18-

<PAGE>



     (d)  The Committee shall meet with the independent public
          accountants as required, but at least twice a year, and
          shall review with them the company's interim and
          year-end financial statements, any certification,
          report, or opinion which the independent public
          accountants propose to render in connection with such
          statements, and any other appropriate matter;

     (e)  The Committee shall meet with the company's internal
          audit staff as required, but at least twice a year, and
          shall review with that staff the company's interim and
          year-end financial statements, and the extent to which
          the company's accounting staff has implemented any
          reforms suggested by the independent public accountants
          or the Committee;

     (f)  The Committee shall have power to direct the
          independent public accountants and the company's
          internal audit staff to inquire into and report to it
          on any corporate contract, transaction, or procedure;
          the conduct of any corporate office, division, profit
          center, subsidiary, or other unit; or any other matter
          having to do with the company's business and affairs;

     (g)  The Committee shall become and remain apprised of those
          matters relating to the payment by the company of
          finders', promoters' or consultants' commissions or
          fees, or any similar commissions or fees, as shall be
          necessary to permit the Committee to recommend to the
          Board the policies which the Board should adopt and the
          action which the Board should take to prevent any use
          of company funds or other assets which is unlawful or
          contrary to Board policy; and

     (h)  The Committee shall make such reports and
          recommendations to the Board in connection with the
          foregoing functions as it shall deem appropriate or as
          the Board may request, and shall take such action
          thereon as the Board may direct it to take.

              ARTICLE VI.  SECTION 3.  DEFINITION:

     The term "independent public accountants" shall include
individuals, companies, or firms serving as the independent
outside auditors or independent outside public accountants for
the company.


                              -19-

<PAGE>



               ARTICLE VI.  SECTION 4.  MEETINGS:

     The Committee may adopt such rules and regulations for the
calling and holding of its meetings and for the transaction of
business at such meetings as shall be considered by the Committee
to be necessary or desirable; provided, that two members of the
Committee shall constitute a quorum for the transaction of the
business and the affirmative vote of a majority of the whole
Committee shall be required to constitute action by the
Committee.

                ARTICLE VI.  SECTION 5.  STAFF:

     The Committee may select and appoint such full-time or
part-time staff assistants, as the Committee deems necessary or
desirable, who shall perform such duties and responsibilities as
the Committee shall assign.  The compensation of its staff shall
be fixed by the Committee in accordance with general company
policy, and any member of its staff may be discharged only by the
Committee.


                          ARTICLE VII

                     COMPENSATION COMMITTEE

               ARTICLE VII.  SECTION 1.  MEMBERS:

     At the first meeting of each newly elected Board of
Directors, the Board shall appoint a Compensation Committee of at
least three members, consisting entirely of independent outside
directors of the Board, as defined in Section 6, Article II of
these Bylaws, and shall designate its chairman.  From time to
time the Board may designate one or more independent outside
directors as alternate members of the Compensation Committee.

               ARTICLE VII.  SECTION 2.  POWERS:

     The Compensation Committee shall have the following powers
and duties:

     (a)  The Compensation Committee shall review and recommend
          to the Board of Directors for its consideration and
          determination the salaries of the Chairman of the Board
          of Directors and the President, and to determine on its
          own initiative the salaries of any Executive Officer (as
          the term "Executive Officer" is defined from time to time
          under Rule 3b-7 of the Securities Exchange Act of 1934,
          as amended) or employee who has an annual salary of $250,000
          or more;


                              -20-

<PAGE>



     (b)  The Compensation Committee shall consider and make
          recommendations to the Board of Directors with respect
          to (i) any proposals for the application of new
          benefits and incentive compensation plans or programs
          to officers who are also directors, and (ii) the
          application to such officers of amendments to any then
          existing such plans or programs which would
          significantly increase the compensation of such
          officers; and

     (c)  The Compensation Committee shall perform such other
          duties as may, from time to time, be delegated to the
          Compensation Committee under any compensation or
          benefit plans.

              ARTICLE VII.  SECTION 3.  MEETINGS:

     The Compensation Committee shall adopt such rules and
regulations for the calling and holding of its meetings and for
the transaction of business at such meetings as shall be
considered by the Compensation Committee to be necessary or
desirable; provided, that two members of the Compensation
Committee shall constitute a quorum for the transaction of
business and the affirmative vote of a majority of the whole
Compensation Committee shall be required to constitute action by
the Compensation Committee.

                ARTICLE VII.  SECTION 4.  STAFF:

     The Compensation Committee shall be assisted by  appropriate
corporate staffs, and in addition, the Compensation Committee may
obtain assistance from such other persons, who need not be
employees of the company, or organizations as it may deem
advisable, with the expenses incurred thereby to be borne by the
company.


                          ARTICLE VIII

                    PUBLIC POLICY COMMITTEE

              ARTICLE VIII.  SECTION 1.  MEMBERS:

     At the first meeting of each newly elected Board of
Directors, the Board shall appoint a Public Policy Committee of
at least three members, consisting entirely of  independent
outside directors of the Board, as defined in Section 6, Article
II of these Bylaws, and shall designate its chairman.  From time
to time the Board may designate one or more directors as
alternate members of the Public Policy Committee, provided that
those members and alternates from time to time


                              -21-

<PAGE>



serving as the Public Policy Committee shall at all times consist
entirely of independent outside directors.

               ARTICLE VIII.  SECTION 2.  POWERS:

     The Public Policy Committee shall have the following powers
and duties:

     (a)  The Public Policy Committee shall act in an advisory
          capacity to the Board of Directors and the management
          of the company in response to current and emerging
          public policy issues and in development and review of
          policies and budgets in respect of contributions,
          including but not limited to contributions to
          organizations whose primary purpose is charitable,
          civic, cultural or educational;

     (b)  The Public Policy Committee shall identify, evaluate
          and monitor the social, political, environmental,
          occupational safety and health trends, issues and
          concerns, domestic and foreign, which affect or could
          affect the company's business activities and
          performance;

     (c)  The Public Policy Committee shall review information
          from company management and approve recommendations to
          assist in the formulation and adoption of policies,
          programs and practices concerning the matters set forth
          in subparagraph (b) above, including but not limited to
          ecological and environmental protection, employee
          safety, ethical business conduct, consumer affairs,
          alcohol and drug abuse, equal opportunity matters and
          government relations;

     (d)  The Public Policy Committee shall exercise the powers
          with respect to political activities conferred upon it
          by the provisions of Article XI of these Bylaws; and

     (e)  The Public Policy Committee shall monitor and evaluate
          on an ongoing basis the company's compliance with the
          policies, programs and practices established under the
          Public Policy Committee's oversight.


                              -22-

<PAGE>



              ARTICLE VIII.  SECTION 3.  MEETINGS:

     The Public Policy Committee shall adopt such rules and
regulations for the calling and holding of its meetings and for
the transaction of business at such meetings as shall be
considered by the Public Policy Committee to be necessary or
desirable; provided that three members or a majority of the
Public Policy Committee, whichever is greater, shall constitute a
quorum for the transaction of business and the affirmative vote
of a majority of the whole Public Policy Committee shall be
required to constitute action by the Public Policy Committee.

               ARTICLE VIII.  SECTION 4.  STAFF:

     The Public Policy Committee shall be assisted by
appropriate corporate staffs, and in addition, the Public Policy
Committee may obtain assistance from such other persons, who need
not be employees of the company, or organizations as it may deem
advisable, with the expenses incurred thereby to be borne by the
company.


                           ARTICLE IX

                            OFFICERS

                    ARTICLE IX.  SECTION 1.
                          DESIGNATION:

     The officers of the Company shall consist of a Chairman of
the Board of Directors and a President, each of whom shall be a
director, one or more Executive Vice Presidents, one or more Vice
Presidents, a Secretary, a Treasurer, and a Controller, who need
not be but may be directors, and such other officers, including a
Vice Chairman of the Board of Directors who shall be a director,
as may be elected or appointed by the Board of Directors.  Except
for the offices of Chairman of the Board of Directors, Vice
Chairman, President, and Executive Vice President, any two
offices may be held by the same person.


                              -23-

<PAGE>



                    ARTICLE IX.  SECTION 2.
                    ELECTION:  TERM OF OFFICE:

     The officers of the company shall be elected by the Board of
Directors at its first meeting after the annual meeting of the
stockholders and thereafter as appropriate. Each officer shall
hold office from the date of his election until the first meeting
of the directors held after the next annual meeting of the
stockholders, or until his successor is elected.

                    ARTICLE IX.  SECTION 3.
                      REMOVAL FROM OFFICE:
                   FAILURE TO PERFORM DUTIES:

     Any officer of the company may be removed with or without
cause by the Board of Directors.  If any officer shall be unable
or refuse or fail to perform any of the duties of his office, the
officer of the company which has been designated the chief
executive officer pursuant to Section 5 of this Article may
designate any other person or persons to perform such duties
until such time as the Board may act with respect thereto.

                    ARTICLE IX.  SECTION 4.
              CHAIRMAN OF THE BOARD OF DIRECTORS:
                   VICE CHAIRMAN:  PRESIDENT:

     The Chairman of the Board of Directors shall preside at all
meetings of the Board of Directors and of the stockholders.  In
the absence of the Chairman, the Vice Chairman, and in the
absence of both the Chairman and the Vice Chairman, the President
shall preside at all such meetings.  The Chairman, Vice Chairman,
or the President is empowered to sign any contract, deed,
certificate, or other instrument or document authorized by the
Board or the Executive Committee, or required by law to be signed
by such officer or officers.


                              -24-

<PAGE>



                    ARTICLE IX.  SECTION 5.
                    CHIEF EXECUTIVE OFFICER:

     The Chairman of the Board of Directors shall be the chief
executive officer of the company.  The Chairman of the Board of
Directors may designate the Vice Chairman or the President to act
as chief executive officer during the Chairman's absence.  The
chief executive officer of the company shall have general and
active supervision over the business, affairs and operations of
the company and over its several officers, agents and employees,
subject, however, to the control of the Board and the Executive
Committee.  The chief executive officer shall see that all orders
and resolutions of the Board and the Executive Committee are
carried into effect, and, in general, shall perform all duties
incident to the position of chief executive officer  and such
other duties as may from time to time be assigned by the Board or
the  Executive Committee.  The chief executive officer may
delegate and assign to other officers, employees and agents of
the company or to committees appointed by him such duties as the
chief executive officer considers proper and not inconsistent
with these Bylaws or any delegations and assignments made by the
Board or the Executive Committee.

                    ARTICLE IX.  SECTION 6.
                   EXECUTIVE VICE PRESIDENTS:
                        VICE PRESIDENTS:

     The Executive Vice Presidents and the Vice Presidents shall
have such authority and shall perform such duties as may be
delegated to them pursuant to these Bylaws.  The power of the
Executive Vice Presidents and the Vice Presidents to sign on
behalf of the company any contract, deed, certificate, or other
instrument or document authorized by the Board of Directors or
the Executive Committee shall be coordinate with like powers of
the Chairman of the Board of Directors, the Vice Chairman, and
the President and shall have the same effect as if signed by the
Chairman or the President.

              ARTICLE IX.  SECTION 7.  SECRETARY:

     The Secretary shall attend to the giving of all notices of
all meetings of the Board of Directors and stockholders, shall
attend all such meetings and shall record the minutes of such
meetings in books provided for that purpose.  He shall be the
custodian of all papers brought before the Board for action or
ordered on file.  He shall have the custody of the corporate
seal, and shall, as necessary or appropriate, affix and attest
the same on all documents authorized by the Board or the
Executive Committee.  He shall make or cause to be made the
necessary or appropriate determinations as to the owners of stock
pursuant to the establishment of a record date, as provided in
Section 3, Article X of these


                              -25-

<PAGE>



Bylaws, and shall prepare or cause to be prepared the required or
appropriate stockholder lists or records reflecting these
determinations.  Such list shall be certified by the Secretary or
other person in charge of the stock ledger of the company.

     The Secretary shall have such other authority and duties as
may be assigned to him in accordance with these Bylaws.

     The Board may appoint one or more Assistant Secretaries who
shall assist the Secretary in the performance of his duties and
shall perform all the duties of the Secretary in his absence.

              ARTICLE IX.  SECTION 8.  TREASURER:

     The Treasurer shall keep full and accurate accounts of all
receipts and disbursements.  With the approval of the Board of
Directors he shall deposit all moneys and other valuable effects
in the name and to the credit of the company in such depositories
as he may select and, under direction of the Board, he shall
disburse the same. He shall have authority to receive and give
receipts for all moneys due and payable to the company from any
source whatsoever and to give full discharge for the same, and to
endorse for deposit on behalf of the company all checks, drafts,
notes, warrants, orders and other papers requiring endorsement.
He may be required to give a bond in any amount satisfactory to
the Board for the faithful performance of the duties of his
office and for the restoration to the company in case of his
death, resignation or removal from office, of all books, papers,
vouchers, money or other property of whatever kind in his
possession, belonging to the company.

     The Treasurer shall have such other authority and duties as
may be assigned to him in accordance with these Bylaws.

     The Board may appoint one or more Assistant Treasurers who
shall assist the Treasurer in the performance of his duties and
shall perform all the duties of the Treasurer in his absence.

              ARTICLE IX.  SECTION 9.  CONTROLLER:

     The Controller shall be the officer principally in charge of
the accounts of the company, and shall have such other authority
and duties as may be assigned to him in accordance with these
Bylaws.


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        The Board of Directors may appoint one or more Deputy
Controllers and Assistant Controllers who shall assist in the
performance of all the duties of the Controller in his absence.

               ARTICLE IX.  SECTION 10.  GENERAL:

     All other officers of the company shall have such powers and
duties as may be assigned in accordance with these Bylaws.


                           ARTICLE X

                         CAPITAL STOCK

             ARTICLE X.  SECTION 1.  CERTIFICATES:
               FACSIMILE SIGNATURES:  LOST STOCK:

     Certificates of stock shall be issued in numerical order,
and every holder of stock in the company shall be entitled to a
certificate or certificates signed by, or in the name of, the
company, by the Chairman of the Board of Directors, the Vice
Chairman, the President, an Executive Vice President, or a Vice
President, or by two or more of them, and by the Secretary or an
Assistant Secretary, or the Treasurer or an Assistant Treasurer,
of the company, certifying the number of shares owned by him in
the company.  If such certificate is countersigned by a transfer
agent other than the company or its employee, or by a registrar
other than the company or its employee, any other signature on
the certificate may be a 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.

     The seal of the company, or a facsimile thereof, may, but
shall not be required to be affixed to certificates for shares of
stock.

     The name of each person to whom a certificate of stock shall
be issued, together with the number of shares and the date of
issue, shall be entered upon the books of the company.

     If any certificate of stock shall be lost, stolen, mutilated
or destroyed, the Board of Directors shall cause a new
certificate of stock to be issued in the place


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of such certificate and may, in its discretion, require the owner
of the replaced certificate, or his legal representatives, to
give the company a bond, in such form and amount as the Board may
direct, sufficient to indemnify the company and other interested
persons against any loss on account of the issuance or any action
in connection with the issuance of any such new certificate.

               ARTICLE X.  SECTION 2.  TRANSFERS:
             PRESERVATION OF CANCELED CERTIFICATES:
              FRACTIONAL SHARES:  TRANSFER AGENTS:

     Transfer of shares of the common stock of the company shall
be made upon its books by the holder thereof, in person or by
attorney duly authorized, upon the surrender of a certificate or
certificates, properly endorsed, for a like number of shares.  No
new certificate shall be issued until the former certificate or
certificates for the same number of shares shall have been
surrendered and canceled, except in the case of a certificate
issued in replacement as provided in Section 1 of this Article X.

     All certificates surrendered to the company for transfer
shall be canceled and each certificate canceled shall be
preserved for a period of 10 years after cancellation, or for
such shorter or longer period as the Chairman of the Board of
Directors, the Vice Chairman, or the President, with the approval
of the General Counsel of the company, may direct from time to
time.

     No certificate for less than one share of the common stock
shall be issued; however, scrip for fractional shares may be
issued on such terms and conditions as the Board of Directors may
prescribe.

     The Board of Directors may appoint such stock transfer
agents and assistant transfer agents, and stock registrars, as it
shall deem proper and may require all stock certificates to bear
the signature or facsimile signature of a transfer agent, and of
a registrar, or either of them.

                     ARTICLE X.  SECTION 3.
            DATE FOR DETERMINATION OF STOCKHOLDERS:

     For the purpose of enabling the company to 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 60 nor less than 10
days before the date of such meeting, nor more than 60


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days prior to any other action.  In such case, only such persons
in whose names shares of stock are registered on the books of the
company on the date so fixed shall be considered stockholders for
the purpose or purposes for which such determination was made,
notwithstanding any transfer of any stock on the books of the
company after any such record date.

                     ARTICLE X.  SECTION 4.
                    ADDITIONAL REGULATIONS:

     The Board of Directors may at any time adopt such additional
and further rules and regulations relating to common stock and
stock certificates as it deems appropriate and not inconsistent
with the law or these Bylaws.


                           ARTICLE XI

                      POLITICAL ACTIVITIES

                    ARTICLE XI.  SECTION 1.
    COMPLIANCE WITH LAWS CONCERNING POLITICAL CONTRIBUTIONS:

     Any officer or employee of the company who fails to comply
with all federal, state, and local laws regarding corporate
contributions and expenditures in connection with election of
public officials shall be subject to appropriate disciplinary
action, which may include discharge from employment.  The Audit
Committee of the Board of Directors shall be responsible for
monitoring compliance with those laws and shall require written
annual assurances by principal corporate officers of their
compliance with these laws and policies adopted by the Board.  In
performing that responsibility, the Committee shall utilize the
services of the company's independent public accountants, its
internal audit staff, and its General Counsel.

                    ARTICLE XI.  SECTION 2.
                    POLITICAL CONTRIBUTIONS:

     Except as otherwise provided in the succeeding paragraph,
the Board of Directors shall have the sole and non-delegable
power and authority to authorize the use of company funds and
facilities to make political contributions and expenditures, if
and to the extent permitted by applicable law, to or in support
of political candidates, political committees (including but not
limited to political committees established by the company
pursuant to Section 4 of this Article XI), and political parties,
in connection with nomination and election of candidates for
state or local office.


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     The Public Policy Committee (subject to any rules or
restrictions which the Board may establish) shall have and may
exercise the power and authority of the Board to authorize such
contributions, expenditures, and use of company funds and
facilities, if and to the extent permitted by applicable law.
The Public Policy Committee may delegate such power and
authority, in whole or in part, to the Vice President with
responsibility for the Company's government relations activities,
subject to such further rules and restrictions as the Committee
may specify.  All contributions made pursuant to the authority
granted by this paragraph shall be reported quarterly to the
Board.

                    ARTICLE XI.  SECTION 3.
         POLITICAL COMMITTEE AUTHORIZED BY FEDERAL LAW:

     The Board of Directors shall have the sole and non-delegable
power and authority to authorize the establishment,
administration, and solicitation of contributions to a separate
segregated fund to be utilized for political purposes by the
company as authorized by Section 441b of Title 2 of the United
States Code.  No such separate segregated fund shall be
established or administered by the company, except through a
political committee, organized as provided in Section 432 of
Title 2 of the United States Code, registered as provided in
Section 433 of such Title, and otherwise operated in compliance
with law.  Any decision of the Board authorizing the
establishment of a political committee permitted by Section 441b
of Title 2 shall be noted in its minutes.  The minutes shall
include an estimate of the annual cost to the company of
establishing, administering, and soliciting for such committee.
Any such committee which is established shall report in writing
to the Board on its activities not later than March 15 of each
year.  Such report shall include a summary of any reports filed
with the Federal Election Commission or any other government
agency, together with a statement of the costs incurred by the
company in connection with such a committee during the preceding
year.

                    ARTICLE XI.  SECTION 4.
                NONFEDERAL POLITICAL COMMITTEES:

     The Board of Directors or the Public Policy Committee or the
Vice President with responsibility for the Company's government
relations activities (subject to any rules and regulations which
the Public Policy Committee may establish), and each of them
shall have the power and authority to authorize the
establishment, administration, and solicitation of contributions
to one or more political committees, and to authorize use of
corporate funds to pay or bear all costs associated with such
establishment, administration, and solicitation, and to authorize
use of such political committees by the company to make political
contributions and expenditures or otherwise support candidates
for state or local office, authorized committees of such
candidates, and other political committees supporting state or
local candidates; provided, however, that the foregoing


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<PAGE>



authorizations may be granted and committees so established may
be so used only if permitted by applicable state law and only to
the extent, if any, permitted by such law.  Such political
committees as may be established by the company shall be
registered if required by applicable state law and shall
otherwise be operated in compliance with law.  Any decision of
the Board authorizing establishment of such a committee shall be
noted in its minutes.  By March 15 following the calendar year in
which such a committee is otherwise established, such
establishment shall be reported to the Board and noted in its
minutes.  Any such committee shall report in writing to the Board
on its activities not later than March 15 of each year.  Such
report shall include a summary of any reports filed by the
committee with any government agency, together with a statement
of costs incurred by the company in connection with such
committee during the preceding year.

                    ARTICLE XI.  SECTION 5.
                  OTHER POLITICAL ACTIVITIES:

     Nothing contained in these Bylaws shall be deemed to
prohibit any officer or employee from engaging in political
activities in an individual capacity at his own expense or from
making political contributions or expenditures of his personal
funds or from expressing views and taking appropriate action as a
company officer or employee with respect to legislative or
political matters affecting the company and not pertaining to
election of public officials.


                          ARTICLE XII

                         MISCELLANEOUS

                    ARTICLE XII.  SECTION 1.
                   CHECKS, NOTES AND DRAFTS:

     All checks, notes, drafts, warrants, or orders for the
payment of money, shall be executed on behalf of the company by
such person or persons, and in such manner by such method as the
Board of Directors may from time to time specify.

                ARTICLE XII.  SECTION 2.  SEAL:

     The seal of the company shall be in the form of a circle and
shall bear the name of the company, the name of the state under
the laws of which it is incorporated, and the year of its
incorporation.


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                    ARTICLE XII.  SECTION 3.
                    DIVIDENDS AND RESERVES:

     The Board of Directors may declare dividends to the full
extent permitted by the law, provided the Board from time to time
may set apart out of any funds available for dividends a reserve
or reserves for any proper purpose and may abolish any such
reserve.

                    ARTICLE XII.  SECTION 4.
                       WAIVER OF NOTICE:

     Whenever notice is required to be given under any provision
of these Bylaws, the Certificate of Incorporation or the Delaware
General Corporation Law, a written waiver thereof signed by the
person entitled to notice, whether before or after the time
stated therein, shall be deemed equivalent to notice.

                    ARTICLE XII.  SECTION 5.
                CHAIRMAN OF THE BOARD EMERITUS:

     The Board of Directors may, from time to time, at its
discretion, create the honorary position of Chairman of the Board
Emeritus, without executive functions, and elect a person to fill
the position so created.

             ARTICLE XII.  SECTION 6.  AMENDMENTS:

     Subject to the provisions of the Certificate of
Incorporation, these Bylaws may be altered, amended or repealed
in whole or in part by the stockholders at any annual meeting or
at any special meeting provided that the notice of such special
meeting shall contain a statement of the contemplated alteration,
amendment or repeal.  Subject to the laws of the State of
Delaware, the Certificate of Incorporation, and these Bylaws, the
Board of Directors shall have power to make, alter, amend and
repeal these Bylaws in whole or in part, except those Bylaws
adopted by stockholders of the company or those Bylaws as to
which power to make, alter, amend or repeal is reserved to
stockholders of the company.


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