EX 3(b)
                                    BY-LAWS
                                       OF
                                   SONAT INC.

                     Amended and in Effect October 26, 1995

                                   ARTICLE 1
                                  STOCKHOLDERS

         Section 1. Annual Meeting.  The annual meeting of stockholders  for the
purpose of  electing  directors  and an Auditor  and of  transacting  such other
business as may come before it shall be held at such time as may be specified by
resolution of the Board of Directors.

     Section 2. Special  Meetings.  Special  meetings of the stockholders may be
called in the manner  provided in Section (6),  Article FIFTH of the Certificate
of Incorporation.

         Section 3. Place of Meeting. Every meeting of the stockholders shall be
held at the  principal  office  of the  Corporation  in the City of  Birmingham,
Alabama;  except that the Board of Directors  may provide for the holding of any
meeting of the stockholders at such other place,  within or without the State of
Alabama, as the Board shall by resolution determine.

         Section 4. Notice of Meetings. It shall be the duty of the Secretary or
an Assistant  Secretary to cause a notice of each meeting of the stockholders of
the  Corporation to be mailed at least ten and not sooner than fifty days before
the meeting, unless a different period is prescribed by law, to each stockholder
entitled to vote at such  meeting at his address as it appears upon the books of
the Corporation.

         Unless  the  Certificate  of  Incorporation   otherwise  provides,  any
previously  scheduled  meeting  of the  stockholders  may be  postponed  and any
special meeting of the stockholders may be cancelled, by resolution of the Board
of Directors upon public notice given prior to the date previously scheduled for
such meeting of stockholders.

         Section 5.  Quorum.  At any  meeting of the  stockholders,  the holders
present in person or by proxy of a majority of the outstanding shares of capital
stock  entitled to vote shall  constitute a quorum of the  stockholders  for all
purposes  (unless  the  representation  of a larger  number of  shares  shall be
required  by law or by the  Certificate  of  Incorporation,  in  which  case the
representation of the number of shares so required shall constitute a quorum).

         The Chairman of the meeting or a majority of the shares so  represented
may  adjourn  the  meeting  from  time to time,  whether  or not there is such a
quorum.  No  notice of the time and place of  adjourned  meetings  need be given
except as required by law.

         Section 6.  Organization  and Conduct of Meetings.  The Chairman of the
Board shall call meetings of  stockholders to order and shall act as Chairman of
such meetings.  In the absence of the Chairman of the Board at any meeting,  the
President  or, in his absence,  any Vice  President  designated  by the Board to
perform the duties of the  Chairman of the Board shall act as  Chairman.  In the
absence of the Chairman of the Board,  the President and any such Vice President
at any  meeting,  the  holders  of a majority  of the  shares of  capital  stock
entitled  to vote  present in person or by proxy at such  meeting  shall elect a
Chairman.

         The Secretary of the Corporation shall act as Secretary of all meetings
of the  stockholders;  but, in the absence of the  Secretary,  the  Chairman may
appoint any person to act as Secretary of the meeting.

         It shall be the duty of the Secretary to prepare and make, at least ten
days before  every  meeting of  stockholders,  a complete  list of  stockholders
entitled to vote at said meeting, arranged in alphabetical order and showing the
address of each  stockholder  and the number of shares  registered  in his name.
Such list shall be open to the  examination of any  stockholder  for any purpose
germane  to the  meeting,  during  ordinary  business  hours,  for the ten  days
preceding 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.

         Proceedings at every meeting of stockholders  shall, at the election of
the Chairman, comply with Roberts' Rules of Order (latest published edition).

         Section  7.  Notice of  Stockholder  Business.  All  business  properly
brought before an annual  meeting shall be transacted at such meeting.  Business
shall be deemed  properly  brought only if it is (i)  specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors,  (ii)  otherwise  properly  brought  before the  meeting by or at the
direction  of the Board of Directors  or (iii)  brought  before the meeting by a
stockholder of record entitled to vote at such meeting if written notice of such
stockholder's intent to bring such business before such meeting is delivered to,
or mailed, postage prepaid, and received by, the Secretary of the Corporation at
the principal  executive  offices of the Corporation not later than the close of
business on the 60th day nor earlier  than the close of business on the 90th day
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 more than 30
days  before or more than 60 days after  such  anniversary  date,  notice by the
stockholder  to be timely must be so  delivered  not  earlier  than the close of
business  on 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 a meeting date is
first made by the  Corporation  (the  "Notice  Deadline").  For purposes of this
By-Law,  and Section 2 of Article II hereof,  "public  announcement"  shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange  Commission pursuant to Section 13,
14 or 15(d) of the  Securities  Exchange Act of 1934, as amended (the  "Exchange
Act"). In no event shall the public  announcement of an adjournment of an annual
meeting  commence a new time period for the giving of a stockholder's  notice as
described above.  Each notice given by such  stockholder  shall set forth: (A) a
brief description of the business desired to be brought before the meeting,  the
reasons for conducting such business at the meeting and the beneficial owner, if
any,  on whose  behalf  the  proposal  is made;  (B) a  representation  that the
stockholder  giving the notice is a holder of record of stock of the Corporation
entitled  to vote at such  meeting  (or if the record  date for such  meeting is
subsequent to the date required for such  stockholder  notice,  a representation
that the  stockholder  is a holder  of  record  at the time of such  notice  and
intends to be a holder of record on the record date of such meeting) and intends
to appear in person or by proxy at such  meeting to propose such  business;  (C)
any  material  interest  of the  stockholder  or such  beneficial  owner in such
business;  and (D) as to the  stockholder  giving the notice and the  beneficial
owner,  if any, on whose behalf the proposal is made (i) the name and address of
such  stockholder,  as  they  appear  on the  Corporation's  books,  and of such
beneficial  owner and (ii) the class and the number of shares of the Corporation
which  are  owned  beneficially  and of  record  by such  stockholder  and  such
beneficial  owner.  The  Chairman  of the  meeting  may refuse to  transact  any
business at any meeting made without compliance with the foregoing procedure.

         Section 8. Voting.  Subject to the  provisions  of the  Certificate  of
Incorporation or of law, every holder of capital stock of the Corporation  which
is entitled to vote shall be entitled to one vote in person or by proxy for each
share of such stock registered in the name of such stockholder upon the books of
the Corporation, but no proxy shall be voted on after three years from its date,
unless the proxy provides for a longer period. All elections for directors shall
be decided by plurality  vote; all other  questions shall be decided by majority
vote of the holders of shares of capital stock  entitled to vote who are present
in person or by proxy,  except as  otherwise  provided  in Article  VII of these
By-Laws, the Certificate of Incorporation or the laws of the State of Delaware.

                                   ARTICLE II
                               BOARD OF DIRECTORS

         Section 1. Number and Term of Office.  The  business and affairs of the
Corporation  shall be managed by or under the direction of a Board of Directors,
the number of such directors to be determined  solely by resolution of the Board
of Directors, acting by not less than a majority of the directors then in office
(subject to the provisions of Section (1),  Article FIFTH of the  Certificate of
Incorporation).  Each director  shall be elected to a three-year  term of office
(subject  to the  provisions  of  Sections  (2) and  (7),  Article  FIFTH of the
Certificate of  Incorporation  and Section 3 of this Article) to serve until his
successor  shall have been  elected  and shall have  qualified  (subject  to the
provisions  of  Section   (A)(7),   Article   FOURTH  of  the   Certificate   of
Incorporation).

         Section 2.  Notification of  Nominations.  Subject to the rights of the
holders of any one or more series of Serial  Preference Stock then  outstanding,
nominations  for the election of directors may be made by the Board of Directors
or by any  stockholder  entitled  to vote for the  election  of  directors.  Any
stockholder  entitled to vote for the election of directors at an annual meeting
or a special  meeting called for the purpose of electing  directors may nominate
persons for election as directors at such meeting only if written notice of such
stockholder's intent to make such nomination is delivered to, or mailed, postage
prepaid,  and received by, the  Secretary of the  Corporation  at the  principal
executive  offices of the  Corporation,  in the case of an annual  meeting,  not
later  than  the  Notice  Deadline,  and in the  case of a  special  meeting  of
stockholders at which directors are to be elected pursuant to the  Corporation's
notice of meeting,  not earlier than the close of business on 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.  Notwithstanding the immediately  preceding sentence, in the event that
the  number  of  directors  to be  elected  to the  Board  of  Directors  of the
Corporation is increased and there is no public  announcement by the Corporation
naming all of the nominees for director or specifying  the size of the increased
Board of  Directors  at least 70 days  prior  to the  first  anniversary  of the
preceding year's annual meeting, a stockholder's  notice required by this By-Law
shall also be considered  timely,  but only with respect to nominees for any new
positions created by such increase, if it shall be delivered to the Secretary at
the principal  executive  offices of the Corporation not later than the close of
business on the 10th day following the day on which such public  announcement is
first made by the Corporation.  In no event shall the public  announcement of an
adjournment of an annual or special  meeting  commence a new time period for the
giving of a stockholder's  notice as described above.  Each notice given by such
stockholder shall set forth: (A) as to the stockholder giving the notice and the
beneficial  owner, if any, on whose behalf the nominations are made (i) the name
and address of such stockholder,  as they appear on the Corporation's books, and
of such  beneficial  owner  and (ii) the  class  and  number  of  shares  of the
Corporation  which are owned  beneficially and of record by such stockholder and
such beneficial owner; (B) a representation  that the stockholder is a holder of
record of stock of the  Corporation  entitled to vote at such meeting (or if the
record  date for such  meeting  is  subsequent  to the  date  required  for such
stockholder  notice, a representation that the stockholder is a holder of record
at the time of such  notice  and  intends to be a holder of record on the record
date for such  meeting)  and  intends  to  appear  in  person or by proxy at the
meeting to  nominate  the  person or  persons  specified  in the  notice;  (C) a
description of all  arrangements  or  understandings  between the stockholder or
beneficial  owner and each nominee and any other person or persons  (naming such
person or persons)  pursuant to which the  nomination or  nominations  are to be
made by the  stockholder  or  beneficial  owner;  (D) as to each person whom the
stockholder  proposes to nominate for election or  re-election as a director all
information  relating  to  such  person  that is  required  to be  disclosed  in
solicitations of proxies for election of directors in an election contest, or is
otherwise  required,  in each case pursuant to Regulation 14A under the Exchange
Act and Rule 14a-11 thereunder;  and (E) the consent of each nominee to be named
in  the  proxy  statement  as a  nominee  and  to  serve  as a  director  of the
Corporation if so elected. The Chairman of the meeting may refuse to acknowledge
the  nomination  of any  person  made  without  compliance  with  the  foregoing
procedure.

         Section 3. Vacancies and Removal.  Vacancies  occurring in the Board of
Directors  shall be filled as  provided  in Section  (3),  Article  FIFTH of the
Certificate of Incorporation. The removal of any director or the entire Board of
Directors shall be as provided in Section (7),  Article FIFTH of the Certificate
of Incorporation.

         Section 4. Place of Meeting,  etc. The Board of Directors  may hold its
meetings and may have an office and keep the books of the Corporation (except as
may be  otherwise  provided  by law) in such  place or  places  in the  State of
Delaware  or outside  the State of Delaware as the Board from time to time shall
determine.

         Section 5. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such times and places as the Board shall  determine.  No notice
shall be  required  for any  regular  meeting of the Board of  Directors;  but a
notice of the fixing or changing of the time or place of regular  meetings shall
be mailed to every  director  at least five days before the first  meeting  held
pursuant to the notice.

         Section 6. Special Meetings. Special meetings of the Board of Directors
shall be held whenever called by the direction of the Chairman of the Board, the
President, or by not less than one-third of the directors in office at the time.

         The  Secretary  or an  Assistant  Secretary  shall give  notice to each
director of the time and place of holding  each  special  meeting by mailing the
notice at least thirty-six hours before the meeting or by causing the same to be
transmitted by other means at least twenty-four hours before the meeting. Unless
otherwise  indicated  in  the  notice  thereof,  any  and  all  business  may be
transacted at any special  meeting,  subject to the provisions of Article VII of
these By-Laws.

         Section 7.  Quorum.  A quorum for the  transaction  of  business  shall
consist of no fewer than one-half of the total number of  directors,  and except
as otherwise  provided in the Certificate of  Incorporation or in these By-Laws,
the act of a majority  of the  directors  present at any meeting of the Board of
Directors  at  which a  quorum  is  present  shall  be the act of the  Board  of
Directors.  If at any meeting of said Board there be less than a quorum present,
a majority of those  present may adjourn the meeting  from time to time,  and no
notice need be given of any such adjourned session of the meeting.

         Section 8.  Compensation of Directors.  The amount,  if any, which each
director shall be entitled to receive as  compensation  for his services as such
shall be fixed from time to time by resolution of the Board of Directors. If any
director  shall  serve as a member  of any  committee  of the  Board or  perform
special  services at the instance of the Board,  such  director may be paid such
additional  compensation as the Board of Directors may determine.  Each director
shall be entitled to  reimbursement  for traveling  expenses  incurred by him in
attending  any  meeting  of the  Board  of  Directors  or of a  committee.  Such
compensation  and  reimbursement  shall  be  payable  even  though  there  be an
adjournment because of the absence of a quorum.

     Section 9. Conduct of  Meetings.  At all meetings of the Board of Directors
business shall be transacted in such order as the Board may determine.

         The Chairman of the Board shall preside at all meetings of the Board of
Directors.  In the absence of the  Chairman of the Board,  the  President  shall
preside  at all  meetings  of the  Board of  Directors.  In the  absence  of the
President,  a  Chairman  of the  meeting  shall be  elected  from the  directors
present. The Secretary of the Corporation shall act as Secretary of all meetings
of the  directors,  but in the  absence of the  Secretary,  the  Chairman of the
meeting may appoint any person to act as Secretary of the meeting.

         Section 10. Action Without  Meeting.  Nothing  contained in the By-Laws
shall be deemed  to  restrict  the  power of the  directors  or  members  of any
committee to take any action required or permitted to be taken by them,  without
a meeting, in accordance with applicable provisions of law.

         Section 11.  Contracts.  No contract or other  transaction  between the
Corporation  and  one or more of the  directors  or  officers,  or  between  the
Corporation  and any  other  corporation,  partnership,  association,  or  other
organization  in which one or more of the directors or officers are directors or
officers,  or have a financial  interest,  shall be void or voidable  solely for
this  reason,  or solely  because  the  director  or  officer  is  present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his or their votes are
counted for such purpose,  if (1) the material facts as to his  relationship  or
interest and as to the contract or transaction are disclosed or are known to the
Board of Directors or the committee, and the Board of Directors or the committee
in good faith authorizes the contract or transaction by the affirmative votes of
a  majority  of the  disinterested  directors,  even  though  the  disinterested
directors  be  less  than  a  quorum;  or  (2)  the  material  facts  as to  his
relationship  or interest and as to the contract or transaction are disclosed or
are known to the  shareholders  entitled to vote  thereon,  and the  contract or
transaction is specifically  approved in good faith by vote of the shareholders;
or (3) the contract or transaction is fair as to the  Corporation as of the time
it is authorized,  approved or ratified, by the Board of Directors,  a committee
thereof, or the shareholders.

         Common or  interested  directors  may be  counted  in  determining  the
presence  of a quorum at a meeting of the Board of  Directors  or of a committee
which authorizes the contract or transaction.

         The Board of Directors of the  Corporation in its discretion may submit
for approval,  ratification or confirmation  by the  stockholders  any contract,
transaction or act of the Board of Directors or any committee  thereof or of any
officer,  agent  or  employee  of  the  Corporation,   and  any  such  contract,
transaction  or act which shall have been so approved,  ratified or confirmed by
the holders of a majority of the issued and  outstanding  stock entitled to vote
shall be as valid and binding  upon the  Corporation  and upon the  stockholders
thereof  as  though  it had  been  approved  and  ratified  by  each  and  every
stockholder of the Corporation.


                                  ARTICLE III
                                   COMMITTEES

         The Board of Directors  may by resolution  or  resolutions  passed by a
majority of the whole Board designate one or more committees,  each committee to
consist of two or more of the directors of the Corporation,  which to the extent
provided in the resolution or resolutions shall have and may exercise the powers
of the Board of Directors in the  management  of the business and affairs of the
Corporation,  and may have power to authorize the seal of the  Corporation to be
affixed to all papers which may require it. Such  committee or committees  shall
have such name or names as may be determined  from time to time by resolution or
resolutions adopted by the Board of Directors. If provision be made for any such
committee or committees,  the members thereof shall be appointed by the Board of
Directors  and shall  serve  during the  pleasure of the Board of  Directors.  A
majority  of the  members  of a  committee  shall  constitute  a quorum  for the
transaction  of  business.  The Board of  Directors  may  designate  one or more
directors of the  Corporation  as alternate  members of any  committee,  who may
replace any absent or  disqualified  member at any meeting of the  committee and
who, in such event,  shall be counted in  determining  the presence of a quorum.
Vacancies  in such  committees  shall  be  filled  by the  Board  of  Directors;
provided, however, that in the absence or disqualification of any member of such
committee or committees,  the member or members  thereof  present at any meeting
and not disqualified from voting, whether or not he or they constitute a quorum,
may  unanimously  appoint another member of the Board of Directors to act at the
meeting in the place of any such  absent or  disqualified  member.  The Board of
Directors may at its pleasure discontinue any such committee or committees.


                                   ARTICLE IV
                                    OFFICERS

         Section  1.  Officers.  The  officers  of the  Corporation  shall  be a
Chairman of he Board, a President,  a Chief Financial Officer,  one or more Vice
Presidents (one President),  a Treasurer and a Secretary,  each of whom shall be
elected by the Board of Directors.  The Board of Directors may from time to time
appoint such other officers, including Vice Chairmen, Assistant Vice Presidents,
Comptroller, Assistant Treasurers, Assistant Comptrollers, Assistant Secretaries
and officers of divisions of the  Corporation,  as the Board may deem advisable,
and such  officers  shall have such  authority  and shall perform such duties as
from time to time may be prescribed  by the Board of Directors.  In the event of
an office becoming vacant due to removal, resignation or other reason, the Board
of Directors may fill the vacancy at such time as it may determine. The Chairman
of the Board shall be a member of the Board of Directors; the other officers may
but need not be directors.

         Except where otherwise  expressly  provided in a written  contract duly
authorized by the Board of Directors,  all officers,  agents and employees shall
be subject to removal at any time by the  affirmative  vote of a majority of the
directors in office at the time. Any agent or employee other than one elected or
appointed by the Board of Directors shall also be subject to removal at any time
by the officer or by the committee appointing him.

         In addition to the powers and duties of the officers of the Corporation
as set forth in these By-Laws,  the officers shall have such authority and shall
perform  such  duties  as from  time to time may be  determined  by the Board of
Directors.

         Section 2. The  Chairman of the Board.  The Chairman of the Board shall
preside at all  meetings  of  stockholders  and at all  meetings of the Board of
Directors.  The  Chairman of the Board shall  perform such other duties as shall
from time to time be assigned to him by these By-Laws, the Board of Directors or
the President.  In the absence of the Chairman of the Board or in the event that
the office is for any reason vacant,  the President  shall perform all duties of
the Chairman of the Board,  including  presiding at all meetings of stockholders
and at all meetings of the Board of Directors.

         Section 3. The President.  The President  shall be the chief  executive
officer of the  Corporation  and,  subject  only to the  control of the Board of
Directors,  shall  have  general  management  and  control  of its  affairs  and
business,  shall perform all other duties and exercise all other powers commonly
incident  to his  office,  or  which  are or may at any  time be  authorized  or
required  by  law.  In  the  event  that  the   President  is   unavailable   or
incapacitated,  either the  Chairman  of the Board or, upon  designation  by the
Board of Directors,  a Vice President designated by the Board, shall perform the
duties of the President.

         Section 4. The Chief Financial  Officer.  The Chief  Financial  Officer
(who may have such  additional  titles as shall from time to time be assigned to
him by these  By-Laws  or by the  Board  of  Directors)  shall be the  principal
financial officer of the Corporation and shall have such powers and perform such
duties as shall from time to time be assigned to him by these By-Laws, the Board
of Directors or the President.

         Section 5. The Vice  Presidents.  Each Vice  President  shall have such
powers and perform  such duties as shall from time to time be assigned to him by
these  By-Laws or by the Board of Directors and shall have and may exercise such
powers  of the  President  as may from  time to time be  assigned  to him by the
President.

         Section 6. The Treasurer.  The Treasurer  shall have custody of all the
funds and securities of the Corporation which may come into his hands, and shall
deposit the same with such bank or banks or other  depositary or depositaries as
the Board of  Directors  from time to time shall  determine;  he may  endorse on
behalf of the Corporation for collection checks, notes and other obligations and
shall deposit the same to the credit of the Corporation in such bank or banks or
depositary or depositaries as the Board of Directors may designate;  he may sign
all receipts and vouchers for payments made to the Corporation; he may sign with
the Chairman of the Board or the President or a Vice President  certificates for
shares of the capital stock; he shall enter or cause to be entered  regularly in
the books of the Corporation kept for the purpose full and accurate  accounts of
all moneys received and paid on account of the Corporation and whenever required
by the Board of Directors shall render statements of such accounts; he shall, at
all  reasonable  times,  exhibit his books and accounts to the Auditor or to any
director of the  Corporation  upon  application at the office of the Corporation
during business  hours;  and he shall perform all acts incident to the office of
Treasurer, subject to the control of the Board of Directors.

         Section 7. The  Secretary.  The Secretary  shall keep in books provided
for that purpose the minutes of all  meetings of the Board of  Directors  and of
all  committees of the Board of Directors and the minutes of all meetings of the
stockholders;  he shall  attend to the giving or  serving of all  notices of the
Corporation;  he may sign with the  Chairman of the Board or the  President or a
Vice President, in the name of the Corporation, all contracts when authorized so
to do either generally or in specific  instances by the Board of Directors or by
any committee of the Board of Directors having the requisite authority and, when
so ordered by the Board of Directors or such committee,  he shall affix the seal
of the  Corporation  thereto;  he may sign with the  Chairman of the Board,  the
President or a Vice President  certificates  for shares of the capital stock; he
shall  have  charge of the stock  certificate  books,  transfer  books and stock
ledgers and such other books and papers as the Board of Directors  shall direct,
all of which shall at all  reasonable  times be open to the  examination  of the
Auditor or any  director,  upon  application  at the  office of the  Corporation
during business  hours;  and he shall in general perform all the duties incident
to the office of Secretary, subject to the control of the Board of Directors.

         Section 8. Giving of Bond by Officers.  Any officer of the Corporation,
if  required  to do so by the Board of  Directors,  shall  furnish a bond to the
Corporation  for the faithful  performance of his duties,  in such penalties and
with such  conditions  and  security  or surety or  sureties  as the Board shall
require.

         Section 9. Voting Upon Stocks. Unless otherwise ordered by the Board of
Directors,  the Chairman of the Board or the President,  or any other officer of
the Corporation designated by the Chairman of the Board or the President,  shall
have full power and authority on behalf of the  Corporation to attend and to act
and to vote in person or by proxy at any meeting of the holders of securities of
any  corporation  in  which  the  Corporation  may own or hold  stock  or  other
securities,  and at any such meeting shall possess and may exercise in person or
by proxy any and all rights,  powers and privileges incident to the ownership of
such stock or other  securities  which the  Corporation,  as the owner or holder
thereof,  might have  possessed  and  exercised if present.  The Chairman of the
Board,  the President or any other officer of the Corporation  designated by the
Chairman of the Board or the  President,  may also execute and deliver on behalf
of the  Corporation  powers of  attorney,  proxies,  waivers of notice and other
instruments  relating  to  the  stocks  or  securities  owned  or  held  by  the
Corporation. The Board of Directors may, from time to time, by resolution confer
like powers upon any other person or persons.

         Section 10.  Compensation of Officers.  The officers of the Corporation
shall be entitled to receive such  compensation for their services as shall from
time to time be determined by the Board of Directors.


                                   ARTICLE V
                       CAPITAL STOCK - SEAL - FISCAL YEAR

     Section 1.  Certificates  for Shares.  The  certificates  for shares of the
capital stock of the  Corporation  shall be in such form as is prescribed by law
and approved by the Board of Directors.

         Section 2. Lost, Stolen, or Destroyed Certificates. Any person claiming
a stock  certificate  in lieu  of one  alleged  to have  been  lost,  stolen  or
destroyed  shall  give  the  Corporation  or its  agent an  affidavit  as to his
ownership of the certificate and of the facts which go to prove that it has been
lost, stolen or destroyed.  If required by the Board of Directors, he also shall
give the  Corporation  a bond,  in such form as may be  approved by the Board of
Directors, sufficient to indemnify the Corporation against any claim that may be
made against it or on account of the alleged loss,  theft or  destruction of the
certificate or the issuance of a new certificate.

         Section 3.  Transfer  of  Shares.  Shares of the  capital  stock of the
Corporation  shall be transferred on the books of the  Corporation by the holder
thereof in person or by his attorney duly authorized in writing,  upon surrender
and  cancellation  of  certificates  for the number of shares to be transferred,
except as provided in the preceding section. Books for the transfer of shares of
the capital  stock shall be kept by the  Corporation  or by one or more transfer
agents appointed by it.

         Section 4.  Regulations.  The Board of  Directors  shall have power and
authority to make such rules and regulations as it may deem expedient concerning
the issue,  transfer and  registration of certificates for shares of the capital
stock of the Corporation.

         Section 5. Fixing of Record Dates. The powers of the Board of Directors
with  respect to the fixing of record  dates shall be as provided by the laws of
the State of Delaware at the time in effect.

         Section 6.  Corporate  Seal.  The Board of  Directors  shall  provide a
suitable seal,  containing the name of the  Corporation,  which seal shall be in
the charge of the Secretary.  If and when so directed by the Board of Directors,
a  duplicate  of the  seal  may  be  kept  and be  used  by any  officer  of the
Corporation designated by said Board.

     Section 7. Fiscal Year. The fiscal year of the  Corporation  shall begin on
the first day of January in each year and terminate on the  thirty-first  day of
December in each year.


                                   ARTICLE VI
                            MISCELLANEOUS PROVISIONS

         Section 1. Checks, Notes,  Contracts,  etc. Checks and other orders for
the  payment of money  shall be signed by such person or persons as the Board of
Directors shall from time to time by resolution  determine.  Contracts and other
instruments  or documents  may be signed in the name of the  Corporation  by the
Chairman of the Board or the  President or by any other  officer  authorized  to
sign such contract,  instrument or document by the Board of Directors,  and such
authority may be general or confined to specific instances.

         Checks and other  orders for the  payment of money made  payable to the
Corporation may be endorsed for deposit to the credit of the Corporation, with a
depositary  authorized by  resolution  of the Board of  Directors,  by the Chief
Financial  Officer or Treasurer or such other  persons as the Board of Directors
may from time to time by resolution determine.

         Section  2.  Loans.  No loans and no  renewals  of any  loans  shall be
contracted  on behalf of the  Corporation  except as  authorized by the Board of
Directors.  When  authorized so to do by the Board of Directors,  any officer or
agent of the Corporation may effect loans and advances for the Corporation  from
any bank,  trust company or other  institution or from any firm,  corporation or
individual,  and for such  loans and  advances  may make,  execute  and  deliver
promissory  notes,  bonds or other evidences of indebtedness of the Corporation.
When authorized so to do by the Board of Directors,  any officer or agent of the
Corporation may pledge,  hypothecate or transfer, as security for the payment of
any and all loans,  advances,  indebtedness  and liabilities of the Corporation,
any and all stocks,  securities and other personal  property at any time held by
the Corporation,  and to that end may endorse, assign and deliver the same. Such
authority may be general or confined to specific instances.

         Section 3. Waivers of Notice.  Whenever  notice is required to be given
under any provision of law or of the  Certificate of  Incorporation  or of these
By-Laws,  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.  Attendance of a person at a meeting of  stockholders or of directors or
of a committee shall constitute  waiver of notice of such meeting,  except where
otherwise provided by law.


                                  ARTICLE VII
                                   AMENDMENTS

         The By-Laws and any amendments thereof may be altered, amended, changed
or  repealed,  or new By-Laws may be adopted,  by the Board of  Directors at any
regular or special  meeting by the  affirmative  vote of all the  members of the
Board,  or at any  regular or  special  meeting  the notice of which  shall have
stated the  amendment of the By-Laws as one of the  purposes of the meeting,  by
the affirmative  vote of a majority of all the members of said Board;  but these
By-Laws and any amendments  thereof,  including  By-Laws adopted by the Board of
Directors, may be altered, amended, changed or repealed and other By-Laws may be
enacted by the  stockholders  in accordance with the provisions of Section (10),
Article FIFTH of the Certificate of Incorporation.