EXHIBIT 4.2

                             BY-LAWS



                               of



                   STONE CONTAINER CORPORATION



                    As Amended and In Effect



                         March 27, 1997
                             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.


                           ARTICLE II

                            Directors

          Section 2.1  Number, Election and Term of Office of
Directors.  The Board of Directors of the Corporation shall
consist of thirteen 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.

          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.


                           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.

          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.

          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.


                            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.


                          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.

          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.


                           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.
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