BY-LAWS



                                  of



                      STONE CONTAINER CORPORATION



                       As Amended and In Effect



                           October 2, 1995

<PAGE>
                                 BY-LAWS

                                   of

                        Stone Container Corporation

                                ARTICLE I

                              Stockholders


          Section 1.1  Annual Meeting.  The annual meeting of
stockholders for the election of directors and the transaction of such
other business as may properly come before it shall be held on the
second Tuesday of May of each year, or such other date, and at such
time and place, within or without the State of Delaware, as shall be
determined by resolution of the Board of Directors.  If the day fixed
for the annual meeting is a legal holiday, such meeting shall be held
on the next succeeding business day.

          Except as otherwise provided by the laws of Delaware or the
Certificate of Incorporation of the Corporation, the only business
which properly shall be conducted at any annual meeting of stockholders
shall (a) have been specified in the written notice of the meeting (or
any supplement thereto) given as provided in Section 1.3, (b) be
brought before the meeting by or at the direction of the Board of
Directors or the officer of the Corporation presiding at the meeting or
(c) have been specified in a written notice (a "Stockholder Meeting
Notice") given to the Corporation, in accordance with all of the
following requirements, by or on behalf of any stockholder who is
entitled to vote at such meeting.  Each Stockholder Meeting Notice must
be delivered personally to, or be mailed to and received by, the
Secretary of the Corporation at the principal executive offices of the
Corporation, in Chicago, Illinois, not less than sixty nor more than
ninety days prior to the annual meeting; provided, however, that in the
event that less than seventy days' notice or prior public disclosure of
the date of the annual meeting is given or made to stockholders, notice
by the stockholder to be timely must be received not later than the
close of business on the tenth day following the day on which such
notice of the date of the annual meeting was mailed or such public
disclosure was made, whichever first occurs.  Each Stockholder Meeting
Notice shall set forth:  (a) a description of each item of business
proposed to be brought before the meeting and the reasons for
conducting such business at the annual meeting; (b) the name and record
address of the stockholder proposing to bring such item of business
before the meeting; (c) the class and number of shares of capital stock
held of record, owned beneficially and represented by proxy by such
stockholder as of the record date for the meeting (if such date shall
then have been made publicly available) and as of the date of such
Stockholder Meeting Notice; and (d) such other information which would
be required to be included in a proxy statement filed with the
Securities and Exchange Commission if, with respect to any such item of
business, such stockholder were a participant in a solicitation subject
to Section 14 of the Securities Exchange Act of 1934, as amended.  No
business shall be brought before any annual meeting of stockholders of
the Corporation otherwise than as provided in this Section 1.1;
provided, however, that nothing contained in this Section 1.1 shall be
deemed to preclude discussion by any stockholder of any business
properly brought before the annual meeting.  The officer of the
Corporation presiding at the annual meeting of stockholders shall, if
the facts so warrant, determine that business was not properly brought
before the meeting in accordance with the provisions of this Section
1.1 and, if such officer should so determine, such officer shall so
declare to the meeting and any such business so determined to be not
properly brought before the meeting shall not be transacted.

          Section 1.2  Special Meeting.  Special meetings of
stockholders may only be called by the Board of Directors or the
Chairman of the Board.  Special meetings of stockholders may be held at
such places, within or without the State of Delaware, as may be
specified in the call of any meeting.

          Section 1.3  Notice of Meetings and Adjourned Meetings. 
Written notice of every meeting of stockholders stating the place,
date, time and purposes thereof, shall, except when otherwise required
by the laws of the State of Delaware, be mailed at least ten but not
more than sixty days prior to the meeting to each stockholder of record
entitled to vote thereat.  Any meeting at which a quorum of
stockholders is present, in person or by proxy, may adjourn from time
to time without notice other than announcement at such meeting until
its business is completed.  At the adjourned meeting, the Corporation
may transact any business which might have been transacted at the
original meeting.  If the adjournment is for more than thirty days, or
if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

          Section 1.4.  Quorum.  The holders of a majority of the
shares of capital stock of the Corporation issued and outstanding and
entitled to vote, present in person or by proxy, shall, except as
otherwise provided by law, constitute a quorum for the transaction of
business at all meetings of stockholders.  If at any meeting a quorum
is not present, the chairman of the meeting or the holders of the
majority of the voting power of the shares of capital stock present or
represented may adjourn the meeting from time to time until a quorum is
present.  At the adjourned meeting, the Corporation may transact any
business that might have been transacted at the original meeting.  If
the adjournment is for more than thirty days, or if after the
adjournment a new record dated is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.  The stockholders present or
represented at a duly called or held meeting at which a quorum is
present may continue to transact business until final adjournment
notwithstanding the withdrawal of enough stockholders to leave less
than a quorum.

          Section 1.5  Voting.  (a)  Except as otherwise provided in
the Certificate of Incorporation of the Corporation or these By-Laws,
each holder of capital stock entitled to vote at a stockholders'
meeting shall, as to all matters in respect of which such capital stock
has voting rights, be entitled to one vote in person or by written
proxy for each share of capital stock owned of record by him, but no
proxy shall be voted or acted upon after three years from its date
unless the proxy provides for a longer period.  No vote upon any matter
need be by ballot unless demanded by the holders of at least ten
percent of the voting power of the shares represented and entitled to
vote at the meeting.  Except as provided in Section 1.5(b) of these By-
Laws with respect to the election of directors, all questions or
matters shall be decided by a majority of the votes cast, unless
otherwise required by the laws of the State of Delaware, the
Certificate of Incorporation or these By-Laws.

          (b)  In all elections for directors, each stockholder
entitled to vote thereat shall be entitled to as many votes as shall
equal the number of votes which (except for this Section 1.5(b)) such
stockholder would be entitled to cast for the election of directors
with respect to such stockholder's shares of stock multiplied by the
number of directors to be elected, and such stockholder may cast all of
such votes for a single director  or may distribute them among the
number to be voted for or for any two or more of them as such
stockholder may see fit.

          Section 1.6  Consent of Stockholders in Lieu of Meeting.  (a) 
Any action required to be taken or which may be taken at any annual or
special meeting of stockholders of the Corporation may be taken without
a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and
voted.

          (b)    Within three business days after receipt of the
earliest dated consent delivered to the Corporation in the manner
provided in Section 228(c) of the Delaware General Corporation Law or
the determination by the Board of Directors of the Corporation that the
Corporation should seek corporate action by written consent, as the
case may be, the Secretary of the Corporation shall engage nationally
recognized independent inspectors of elections for the purpose of
performing a ministerial review of the validity of the consents and
revocations.  The cost of retaining inspectors of election shall be
borne by the Corporation.

          (c)   Consents and revocations shall be delivered to the
inspectors upon receipt by the Corporation, any stockholder or
stockholders soliciting consents or soliciting revocations in
opposition to action by consent proposed by the Corporation
("Soliciting Stockholders"), proxy solicitors of the Corporation or
Soliciting Stockholders or other designated agents.  As soon as
consents and revocations are received, the inspectors shall review the
consents and revocations and shall maintain a count of the number of
valid and unrevoked consents.  The inspectors shall keep such count
confidential and shall not reveal the count to the Corporation, the
Soliciting Stockholders, representatives of the Corporation or the
Soliciting Stockholders or any other entity.  As soon as practicable
after the earlier of (i) sixty days after the date of the earliest
dated consent delivered to the Corporation in the manner provided in
Section 228(c) of the Delaware General Corporation Law or (ii) a
written request therefor by the Corporation or Soliciting Stockholders,
whichever is soliciting consents, notice of which request shall be
given to the party opposing the solicitation of consents, if any, and
which shall state that the Corporation or Soliciting Stockholders, as
the case may be, have a good faith belief that the requisite number of
valid and unrevoked consents to authorize or take the action specified
in the consents has been received in accordance with these By-Laws, the
inspectors shall issue a preliminary report to the Corporation and the
Soliciting Stockholders stating:  (i) the number of valid consents;
(ii) the number of valid revocations; (iii) the number of valid and
unrevoked consents; (iv) the number of invalid consents; (v) the number
of invalid revocations; (vi) whether, based on their preliminary count,
the requisite number of valid and unrevoked consents has been obtained
to authorize or take the action specified in the consents.

     (d)     Unless the Corporation and the Soliciting Stockholders
shall agree to a shorter or longer period, the Corporation and the
Soliciting Stockholders shall have 48 hours to review the consents and
revocations and to advise the inspectors and the opposing party in
writing as to whether they intend to challenge the preliminary report
of the inspectors.  If no written notice of an intention to challenge
the preliminary report is received within 48 hours after the
inspectors' issuance of the preliminary report, the inspectors shall
issue to the Corporation and the Soliciting Stockholders their final
report containing the information from the inspectors' determination
with respect to whether the requisite number of valid and unrevoked
consents was obtained to authorize or take the action specified in the
consents.  If the Corporation or the Soliciting Stockholders issue
written notice of an intention to challenge the inspectors' preliminary
report within 48 hours after the issuance of that report, a challenge
session shall be scheduled by the inspectors as promptly as
practicable.  A transcript of the challenge session shall be recorded
by a certified court reporter.  Following completion of the challenge
session, the inspectors shall as promptly as practicable issue their
final report to the Soliciting Stockholders and the Corporation, which
report shall contain the information included in the preliminary
report, plus all changes in the vote totals as a result of the
challenge or otherwise and a certification of whether the requisite
number of valid and unrevoked consents was obtained to authorize or
take the action specified in the consents.  A copy of the final report
of the inspectors shall be included in the book in which the
proceedings of meetings of stockholders are recorded.

          (e)     The Corporation shall give prompt notice to the
stockholders of the results of any consent solicitation or the taking
of the corporate action without a meeting by less than unanimous
written consent.

          Section 1.7  Fixing Date for Determination of Stockholders of
Record.  (a)  In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or entitled to receive payment
of any dividend or other distribution or allotment of any rights, or
entitled to exercise any rights in respect of any change, conversion or
exchange of capital stock or for the purpose of any other lawful action
other than stockholder action by written consent, the Board of
Directors may fix, in advance, a record date, which shall not be more
than sixty nor less than ten days before the date of such meeting, nor
more than sixty days prior to any such other action.

          (b)   If no record date is fixed:

          (1)  The record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the close
of business on the day next preceding the day on which notice is given,
or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held.

          (2)  The record date for determining stockholders for any
other purpose other than stockholder action by written consent shall be
at the close of business on the day on which the Board of Directors
adopts the resolution relating thereto.

          (c)  A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.

          (d)  In order that the Corporation may determine the
stockholders entitled to consent to corporate action in writing without
a meeting, the Board of Directors may fix, in advance, a record date,
which shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the Board of Directors. 
Any stockholder or record seeking to have the stockholders authorize or
take corporate action by written consent shall, by written notice to
the Secretary of the Corporation at its principal executive offices in
Chicago, Illinois, request the Board of Directors to fix a record date. 
The Board of Directors shall promptly, but in all events within ten
days after the date on which such a request is received, adopt a
resolution fixing the record date.  If no record date has been fixed by
the Board of Directors within ten days after the date on which such a
request is received, the record date for determining stockholders
entitled to consent to corporate action in writing without a meeting,
when no prior action by the Board of Directors is required by
applicable law, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is
delivered to the Corporation by delivery to its registered office in
the State of Delaware, its principal place of business, or an officer
or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded.  Delivery made to
the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested.  If no record date has been
fixed by the Board of Directors and prior action by the Board of
Directors is required by applicable law, the record date for
determining stockholders entitled to consent to corporate action in
writing without a meeting shall be at the close of business on the date
on which the Board of Directors adopts the resolution taking such prior
action.

<PAGE>
                             ARTICLE II

                             Directors

          Section 2.1  Number, Election and Term of Office of
Directors.  The Board of Directors of the Corporation shall consist of
fourteen directors, except that from time to time, such number shall be
deemed, for all purposes of these By-Laws and otherwise, increased or
decreased (each such increase or decrease to occur automatically
without any action required by the Corporation, the Board of Directors
or the stockholders) to the extent required by the terms of any issued
and outstanding series of preferred stock of the Corporation.  Each
director shall hold office until his successor is elected and qualified
or until his earlier resignation or removal.  No director need be a
stockholder.

          Section 2.2  Resignation or Removal.  Any director may resign
by giving written notice to the Board of Directors or the Chairman of
the Board, any such resignation shall take effect at the time of
receipt of notice thereof or at any later time specified therein, and,
unless expressly required, acceptance of such resignation shall not be
necessary to make it effective.  Except as otherwise required by the
laws of the State of Delaware, the Certificate of Incorporation or in
any Preferred Stock Designation (as defined in Article Fourth of the
Certificate of Incorporation), any director may be removed, with or
without cause, by the affirmative vote or consent of the holders of a
majority of the voting power of shares of capital stock issued and
outstanding and entitled to vote.

          Section 2.3  Vacancies.  Except as otherwise required by the
Certificate of Incorporation or in any Preferred Stock Designation, any
vacancy occurring in the Board of Directors and any directorship to be
filled by reason of an increase in the number of directors may be
filled by a majority of the directors then in office, although less
than a quorum, or by the stockholders.  A director elected to fill a
vacancy shall hold office until his successor is elected and qualified
or until his earlier resignation or removal.  Except as otherwise
required by the Certificate of Incorporation, when one or more
directors shall resign from the Board of Directors, effective at a
future date, a majority of the directors then in office, including
those who have so resigned, shall have the power to fill such vacancy
or vacancies, the vote thereon to take effect when such resignation or
resignations shall become effective, and each director so chosen shall
hold office as provided in this Section 2.3 for the filling of other
vacancies.

          Section 2.4  Place of Meetings.  Meetings of the Board of
Directors may be held at such places, within or without the State of
Delaware, as the Board of Directors may from time to time determine or
as may be specified in the call of any meetings.

          Section 2.5  Regular Meetings.  A regular annual meeting of
the Board of Directors shall be held without call or notice immediately
after and at the same general place as the annual meeting of
stockholders, for the purpose of organizing the Board of Directors,
electing officers and transacting any other business that may properly
come before the meeting.  Additional regular meetings of the Board of
Directors may be held without call or notice at such place and at such
time as shall be fixed by resolution of the Board of Directors.

          Section 2.6  Special Meetings.  Special meetings of the Board
of Directors may be called by the Chairman of the Board of Directors or
any two directors then in office.  Notice of special meetings either
shall be mailed by the Secretary to each director at least two days
before the meeting or shall be given personally or telegraphed or
telecopied to each director by the Secretary at least twenty-four hours
before the meeting.  Such notice shall set forth the date, time and
place of such meeting but need not, unless otherwise required by law,
state the purpose of the meeting.

          Section 2.7  Quorum and Voting.  A majority of the entire
Board of Directors shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors.  The act of the
majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors unless otherwise
provided by the laws of the State of Delaware, the Certificate of
Incorporation or these By-Laws.  A majority of the directors present at
any meeting at which a quorum is present may adjourn the meeting to any
other date, time or place without further notice other than
announcement at the meeting.  If at any meeting a quorum is not
present, a majority of the directors present may adjourn the meeting to
any other date, time or place without notice other than announcement at
the meeting until a quorum is present.

          Section 2.8  Compensation.  The directors shall be paid their
reasonable expenses, if any, of attendance at each meeting of the Board
of Directors and may be paid a fixed sum for attendance at each meeting
of the Board of Directors and an annual retainer or salary for services
as a director.  No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving
compensation therefor.

          Section 2.9  Telephonic Meetings.  Members of the Board of
Directors may participate in a meeting of the Board of Directors by
means of conference telephone or other similar communications equipment
by means of which all persons participating in the meeting can hear
each other, and participation in a meeting pursuant to this Section 2.9
shall constitute presence in person at such meeting.

          Section 2.10  Retirement.  No person shall be nominated or
elected to the office of director of the Corporation if he or she has
attained, as of the date of the annual or special meeting of
stockholders at which he or she is to be elected, the age of 70.

          Section 2.11  Honorary Directors.  Mr. Marvin N. Stone and
Mr. Jerome H. Stone shall be honorary directors and, as such, shall be
entitled to notice of and to participate at meetings of directors, but
shall have no vote.

<PAGE>
          Section 2.12  Executive Committee.  The Board of Directors
may, in its discretion by resolution passed by a majority of the Board
of Directors, designate an Executive Committee consisting of such
number of directors as the Board of Directors shall determine.  The
Executive Committee shall have and may exercise all of the authority of
the Board of Directors in the management of the Corporation with
respect to any matter which may require action prior to, or which in
the opinion of the Executive Committee may be inconvenient,
inappropriate or undesirable to be postponed until, the next meeting of
the Board of Directors; provided, the Executive Committee shall have no
authority to obligate the Corporation to any expenditure or liability
in excess of $1,500,000 in respect of any one project or series of
related projects unless in furtherance of resolutions or actions
previously adopted by the Board of Directors; and further provided, the
Executive Committee shall not have the power or authority of the Board
of Directors in reference to amending the Certificate of Incorporation,
adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or substantially all of
the Corporation's property and assets, recommending to the stockholders
a dissolution of the Corporation or a revocation of a dissolution, or
amending these By-Laws.  Any member of the Board of Directors may
request the Chairman of the Executive Committee to call a meeting of
the Executive Committee with respect to a specified subject.

          Section 2.13  Other Committees.  The Board of Directors may
from time to time, in its discretion, by resolution passed by a
majority of the Board of Directors, designate, and appoint, other
committees of one or more directors which shall have and may exercise
such lawfully delegable powers and duties conferred or authorized by
the resolutions of designation and appointment.  The Board shall have
power at any time to change the members of any such committee, to fill
vacancies, and to discharge any such committee.

          Section 2.14  Nominations.  Except as otherwise provided in
the Certificate of Incorporation or any Preferred Stock Designation
relating to the rights of the holder of any one or more classes or
series of preferred stock issued by the Corporation, acting separately
by class or series, to elect, under specified circumstances, directors
at a meeting of stockholders, nominations for the election of directors
may be made by the Board of Directors or a committee appointed by the
Board of Directors or by any stockholder entitled to vote in the
election of directors generally.  However, any stockholder entitled to
vote in the election of directors generally may nominate one or more
persons for election as directors at a meeting at which directors are
to be elected only if written notice of such stockholder's intent to
make such nomination or nominations has been delivered personally to,
or been mailed to and received by, the Secretary of the Corporation at
the principal executive offices of the Corporation in Chicago,
Illinois, not less than sixty days nor more than ninety days prior to
the meeting; provided, however, that, in the event that less than
seventy days' notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the stockholder to
be timely must be received not later than the close of business on the
tenth day following the day on which such notice of the date of the
meeting was mailed or such public disclosure was made, whichever first
occurs.  Each such notice shall set forth:  (i) the name and record
address of the stockholder who intends to make the nomination; (ii) the
name, age, principal occupation or employment, business address and
residence address of the person or persons to be nominated; (iii) the
class and number of shares of capital stock held of record, owned
beneficially and represented by proxy by such stockholder and by the
person or persons to be nominated as of the record date for the meeting
(if such date shall then have been made publicly available) and the
date of such notice; (iv) a representation that the stockholder intends
to appear in person or by proxy at the meeting to nominate the person
or persons specified in the notice; (v) a description of all
arrangements or understandings between such stockholder 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 such
stockholder; (vi) such other information regarding each nominee
proposed by such stockholder as would be required to be included in a
proxy statement filed pursuant to the Securities Exchange Act of 1934,
as amended, and the proxy rules of the Securities and Exchange
Commission; and (vii) the consent of each nominee to serve as a
director of the Corporation if so elected.  The Corporation may require
any proposed nominee to furnish such other information as may
reasonably be required by the Corporation to determine the eligibility
of such proposed nominee to serve as a director of the Corporation. 
The officer of the Corporation presiding at the meeting of stockholders
shall, if the facts so warrant, determine that a nomination was not
made in accordance with the provisions of this Section 2.14 and, if
such officer should so determine, such officer shall so declare to the
meeting and the defective nomination shall be disregarded.  No person
shall be eligible for election as a director of the Corporation unless
nominated in accordance with the procedures set forth in these By-Laws.

<PAGE>
                           ARTICLE III

                            Officers


          Section 3.1  Number and Designation.  The officers of the
Corporation shall be a Chairman of the Board, a President, one or more
Vice Presidents (the number thereof to be determined by the Board of
Directors and one or more of whom may be designated as Executive Vice
Presidents or Senior Vice Presidents), a Secretary and a Treasurer, and
such Assistant Secretaries, Assistant Treasurers or other officers as
may be elected or appointed by the Board of Directors.  Any two or more
offices may be held by the same person, except that no one person may
hold the offices of both Chairman of the Board and Secretary nor both
President and Secretary.

          Section 3.2  Election and Term of Office.  The officers of
the Corporation shall be elected annually by the Board of Directors at
the first meeting of the Board of Directors held after each annual
meeting of stockholders.  If the election of officers shall not be held
at such meeting, such election shall be held as soon thereafter as
conveniently may be.  Vacancies may be filled or new offices created
and filled at any meeting of the Board of Directors.  Each officer
shall hold office until his or her successor shall have been duly
elected and shall have qualified or until his or her earlier
resignation or removal.

          Section 3.3  Removal.  Any officer or agent elected or
appointed by the Board of Directors may be removed by the Board of
Directors whenever in its judgment the best interests of the
Corporation would be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed.

          Section 3.4  Vacancies.  A vacancy in any office because of
death, resignation, removal, disqualification or otherwise, may be
filled by the Board of Directors for the unexpired portion of the term.

          Section 3.5  Chairman of the Board.  The Chairman of the
Board shall be the chief executive officer of the Corporation and shall
in general supervise and control all of the business and affairs of the
Corporation.  The Chairman of the Board may sign, alone or with the
Secretary or any other proper officer of the Corporation thereunto
authorized by the Board of Directors, any deeds, mortgages, bonds,
contracts, or other instruments which the Board of Directors has
authorized to be executed, except in cases where the signing and
execution thereof shall be expressly delegated by the Board of
Directors or by these By-Laws to some other officer or agent of the
Corporation, or shall be required by law to be otherwise signed or
executed, and in general he shall perform all duties incident to the
office of Chairman of the Board and such other duties as from time to
time may be prescribed by the Board of Directors.  When present, he
shall preside at all meetings of the stockholders and of the Board of
Directors.
<PAGE>
          Section 3.6  President.  The President shall be the principal
officer of the Corporation, second only to the Chairman of the Board. 
In the absence of the Chairman of the Board or in the event of his or
her inability or refusal to act as Chairman of the Board, the President
shall perform the duties of the Chairman of the Board and, when so
acting, shall have all the powers of, and be subject to all the
restrictions upon, the Chairman of the Board.  He or she may sign,
alone or with the Secretary or any other proper officer of the
Corporation thereunto authorized by the Board of Directors, any deeds,
mortgages, bonds, contracts, or other instruments which the Board of
Directors has authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the Board
of Directors or by these By-Laws to some other officer or agent of the
Corporation, or shall be required by law to be otherwise signed or
executed, and in general he shall perform all duties incident to the
office of President and such other duties as from time to time may be
prescribed by the Board of Directors or the Chairman of the Board.

          Section 3.7  The Vice Presidents.  In the absence of the
President or in the event of his or her inability or refusal to act,
the Vice President (or in the event there be more than one Vice
President, the Vice Presidents in the order of their election) shall
perform the duties of the President, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the
President.  Any Vice President shall perform such duties as from time
to time may be assigned to him or her by the Chairman of the Board, the
President or by the Board of Directors.

          Section 3.8  The Treasurer.  If required by the Board of
Directors, the Treasurer shall give a bond for the faithful discharge
of his duties in such sum and with such surety or sureties as the Board
of Directors shall determine.  The Treasurer shall have charge and
custody of and be responsible for all funds and securities of the
Corporation, receive and give receipts for moneys due and payable to
the Corporation from any source whatsoever, and deposit all such moneys
in the name of the Corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the provisions of
Article IV of these By-Laws.  The Treasurer shall in general perform
all the duties incident to the office of Treasurer and such other
duties as from time to time may be assigned to him or her by the
Chairman of the Board, the President or by the Board of Directors.

          Section 3.9  The Secretary.  The Secretary shall:  (a) keep
the minutes of the stockholders' and of the Board of Directors'
meetings in one or more books provided for that purpose; (b) see that
all notices are duly given in accordance with the provisions of these
By-Laws or as required by law; (c) be custodian of the corporate
records and of the seal of the Corporation; (d) keep a register of the
post office address of each stockholder which shall be furnished to the
Secretary by such stockholder; (e) have general charge of the stock
transfer books of the Corporation; and (f) in general perform all
duties incident to the office of Secretary and such other duties as
from time to time may be assigned to him or her by the President or the
Board of Directors.
<PAGE>
          Section 3.10  Assistant Treasurers and Secretaries.  The
Assistant Treasurers shall respectively, if required by the Board of
Directors, give bonds for the faithful discharge of their duties in
such sums and with such sureties as the Board of Directors shall
determine.  The Assistant Treasurers and Assistant Secretaries, in
general, shall perform such duties as shall be assigned to them by the
Treasurer or the Secretary, respectively, or by the Chairman of the
Board, the President or the Board of Directors.

          Section 3.11  Salaries.  The salaries of the officers shall
be fixed from time to time by the Board of Directors and no officer
shall be prevented from receiving such salary by reason of the fact
that he is also a director of the Corporation.


                             ARTICLE IV

               Contracts, Loans, Checks, and Deposits


          Section 4.1  Contracts.  The Board of Directors may authorize
any officer or officers, agent or agents, to enter into any contract or
execute and deliver any instrument in the name of and on behalf of the
Corporation, and such authority may be general or confined to specific
instances.

          Section 4.2  Loans.  No loans shall be contracted on behalf
of the Corporation and no evidences of indebtedness shall be issued in
the name of the Corporation unless authorized by a resolution of the
Board of Directors.  Such authority may be general or confined to
specific instances.

          Section 4.3  Checks, Drafts, Etc.  All checks, drafts or
other orders for the payment of money issued in the name of the
Corporation shall be signed by such officers, employees or agents of
the Corporation as shall from time to time be designated by the
Chairman of the Board, the President, the Vice President-Finance or the
Treasurer.

          Section 4.4  Deposits.  All funds of the Corporation not
otherwise employed shall be deposited from time to time to the credit
of the Corporation in such banks, trust companies or other depositories
as shall be designated from time to time by the Chairman of the Board,
the President, a Vice President or the Treasurer; and such officers may
designate any type of depository arrangement (including but not limited
to depository arrangements resulting in net debits against the
Corporation) as from time to time offered or available.
<PAGE>
                              ARTICLE V

                        Certificates of Stock


          The interest of each stockholder of the Corporation shall be
evidenced by certificates for shares of stock in such form as the Board
of Directors may from time to time prescribe.  The shares of the stock
of the Corporation shall be transferred on the books of the Corporation
by the holder thereof in person or by his attorney, upon surrender for
cancellation of certificates for the same number of shares, with an
assignment and power of transfer endorsed thereon or attached thereto,
duly executed, with such proof of the authenticity of the signature as
the Corporation or its agents may reasonably require.

          The certificates of stock shall be signed, countersigned and
registered in such manner as the Board of Directors may by resolution
prescribe, which resolution may permit all or any of the signatures on
such certificates to be in facsimile.  In case any officer, transfer
agent or registrar who has signed or whose facsimile signature has been
placed upon a certificate has ceased to be such officer, transfer agent
or registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer, transfer
agent or registrar at the date of issue.


                            ARTICLE VI

                           Fiscal Year


          The fiscal year of the Corporation shall begin on the first
day of January in each year and end on the thirty-first day of December
in each year.


                             ARTICLE VII

                              Offices


          The Corporation may have offices outside of the State of
Delaware at such places as shall be determined from time to time by the
directors.

<PAGE>
                            ARTICLE VIII

                          Indemnification


          Section 8.1  General.  Each person who was or is made a party
or is threatened to be made a party to or is involved in any action,
suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that
he or she or a person of whom he or she is the legal representative is
or was a director, officer or employee of the Corporation or is or was
serving at the request of the Corporation as a director, officer,
employee or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged
action in an official capacity as a director, officer, employee or
agent or in any other capacity while serving as a director, officer,
employee or agent, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the General Corporation
Law of the State of Delaware 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 Corporation to provide broader
indemnification rights than said law permitted the Corporation to
provide prior to such amendment), against all expense, liability and
loss (including attorneys' fees, judgments, fines, ERISA excise taxes
or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit or
his or her heirs, executors and administrators; provided, however, that
except as provided in Section 8.2 with respect to proceedings seeking
to enforce rights to indemnification, the Corporation shall indemnify
any such person seeking indemnification in connection with a proceeding
(or part thereof) initiated by such person only if such proceeding (or
part thereof) was authorized by the Board of Directors of the
Corporation.  The right to indemnification conferred in this Article
VIII shall be a contract right and shall include the right to be paid
by the Corporation the expenses incurred in defending any such
proceeding in advance of its final disposition; provided, however, that
if the General Corporation Law of the State of Delaware requires, the
payment of such expenses incurred by a director of officer in his or
her capacity as a director or officer (and not in any other capacity in
which service was or is rendered by such person while a director or
officer, including, without limitation, service to an employee benefit
plan) in advance of the final disposition of a proceeding, shall be
made only upon delivery to the Corporation of an undertaking by or on
behalf of such director or officer, to repay all amounts so advanced if
it shall ultimately be determined that such director or officer is not
entitled to be indemnified under this Article VIII or otherwise.


<PAGE>
          Section 8.2  Expenses.  If a claim under Section 8.1 is not
paid in full by the Corporation within thirty days after a written
claim has been received by the Corporation, the claimant may at any
time thereafter bring suit against the Corporation to recover the
unpaid amount of the claim and, if successful in whole or in part, the
claimant shall be entitled to be paid also the expense of prosecuting
such claim.  It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending
any proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the Corporation)
that the claimant has not met the standards of conduct which make it
permissible under the General Corporation Law of the State of Delaware
for the Corporation to indemnify the claimant for the amount claimed,
but the burden of proving such defense shall be on the Corporation. 
Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel or stockholders) to have made a
determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because
he or she has met the applicable standard of conduct set forth in the
General Corporation Law of the State of Delaware, nor an actual
determination by the Corporation (including its Board of Directors,
independent legal counsel or stockholders) that the claimant has not
met such applicable standard of conduct, shall be a defense to the
action or create a presumption that the claimant has not met the
applicable standard of conduct.


          Section 8.3  Non-Exclusive.  The right to indemnification and
the payment of expenses incurred in defending a proceeding in advance
of its final disposition conferred in this Article VIII shall not be
exclusive of any other right which any person may have or hereafter
acquire under any statute, provision of the Certificate of
Incorporation, By-Law, agreement, vote of stockholders or disinterested
directors or otherwise.

          Section 8.4  Insurance.  The Corporation may maintain
insurance, at its expense, to protect itself and any director, officer,
employee or agent of the Corporation or another corporation,
partnership, joint venture, trust or other enterprise against any
expense, liability or loss, whether or not the Corporation would have
the power to indemnify such person against such expense, liability or
loss under the General Corporation Law of the State of Delaware.

          Section 8.5  Agents.  The Corporation 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 Corporation the expenses
incurred in defending any proceeding in advance of its final
disposition, to any agent of the Corporation to the fullest extent of
the provisions of this Article VIII with respect to the indemnification
and advancement of expenses of directors, officers and employees of the
Corporation.

<PAGE>

                             ARTICLE IX

                             Amendments


          Except to the extent otherwise provided in the Certificate of
Incorporation, any Preferred Stock Designation or these By-Laws, these
By-Laws shall be subject to alteration, amendment or repeal, and new
By-Laws may be adopted (i) by the affirmative vote of the holders of
not less than a majority of the voting power of all of the outstanding
shares of capital stock of the Corporation then entitled to vote
generally in the election of directors, voting together as a single
class, at any regular or special meeting of the stockholders, or (ii)
by the affirmative vote of not less than a majority of the members of
the Board of Directors at any meeting of the Board of Directors at
which there is a quorum present and voting; provided, that in the case
of clause (i), any alteration, amendment or repeal made with respect
to, or the adoption of a new By-Law inconsistent with, Section 1.5(b)
of Article I of these By-Laws, shall require the affirmative vote of
the holders of not less than eighty percent of the voting power of all
of the outstanding shares of capital stock of the Corporation then
entitled to vote generally in the election of directors.