SPARTECH CORPORATION
                              BY-LAWS


              Amended and Restated As of June 11, 1998
                    Current As of June 19, 1998
    ___________________________________________________________


                             ARTICLE I

                              Offices

     Section 1.     The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.

     Section 2.     The corporation may also have offices at such other places
both within and without the State of Delaware as the Board of Directors may from
time to time determine or the business of the corporation may require.


                             ARTICLE II

                      Meetings of Stockholders

     Section 1.     All meetings of the stockholders shall be held in St. Louis
County, Missouri at such place as may be fixed from time to time by the Board of
Directors, or at such other place either within or without the State of Delaware
as shall be designated from time to time by the Board of Directors or the
officer calling the meeting and stated in the notice of the meeting.

     Section 2.     Annual meetings of stockholders shall be held on the second
Wednesday of March if not a legal holiday, and if a legal holiday, then on the
next Business Day following, at 10:00 a.m. or at such other date and time as
shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting, at which they shall elect by a plurality vote a Board
of Directors, and transact such other business as may properly be brought before
the meeting.  "Business Day" means any day on which the banks in New York City
are not authorized or required to remain closed and on which the New York Stock
Exchange is not closed.

     Section 3.     The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.
     Section 4.     Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the chief executive officer and shall be called
by the chief executive officer or the secretary at the request in writing of a
majority of the Board of Directors, or at the request in writing of stockholders
owning a majority in amount of the entire capital stock of the corporation
issued and outstanding and entitled to vote.  Such request shall state the
purpose or purposes of the proposed meeting.

     Section 5.     Written notice of every meeting of the stockholders stating
the place, date and hour of the meeting and, in the case of a special meeting,
the purpose or purposes for which the meeting is called, shall be given to each
stockholder entitled to vote at such meeting not less than ten nor more than
sixty days before the date of the meeting.

     Section 6.     Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

     Section 7.     The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation.  If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented.  At such adjourned
meeting, at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.  If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

     Section 8.     When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provisions of the statutes or
of the certificate of incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.

     Section 9.     Each stockholder shall at every meeting of the stockholders
be entitled to one vote in person or by proxy for each share of the capital
stock having voting power held by such stockholder, but no proxy shall be voted
on after three years from its date, unless the proxy provides for a longer
period.

     Section 10.    Whenever the vote of stockholders at a meeting thereof is
required or permitted to be taken for or in connection with any corporate
action, by any provision of the statutes, the meeting and vote of stockholders
may be dispensed with if all of the stockholders who would have been entitled to
vote upon the action of such meeting were held shall consent in writing to such
corporate action being taken; or if the certificate of incorporation authorizes
the action to be taken with the written consent of the holders of less than all
of the stock who would have been entitled to vote upon the action if a meeting
were held, then on the written consent of the stockholders having not less than
such percentage of the total number of votes as may be authorized in the
certificate of incorporation; provided that in no case shall the written consent
be by the holders of stock having less than the minimum percentage of the total
vote required by statute for the proposed corporate action, and provided that
prompt notice must be given to all stockholders of the taking of corporate
action without a meeting and by less than unanimous written consent.


                            ARTICLE III

                             Directors

               Number, Qualification, Term of Office

     Section 1.     The number of directors shall not be less than four nor more
than 15, the exact number of directors to be fixed from time to time only by the
vote of a majority of the entire Board.  No decrease in the number of directors
shall shorten the term of any incumbent director.

     The directors shall be divided into three classes:  Class A, Class B and
Class C.  Such classes shall be as nearly equal in number as possible.  At each
annual election, the directors chosen to succeed those whose terms then expire
shall be identified as being of the same class as the directors they succeed and
shall be elected for a term expiring at the third succeeding annual meeting or
thereafter when their respective successors in each case are elected and have
qualified.  If the number of directors is changed, any increase or decrease in
directors shall be apportioned among the classes so as to maintain all classes
as nearly equal in number as possible and any individual director elected to any
class shall hold office for a term which shall coincide with the term of such
class.

     The Board may, by the vote of a majority of the entire Board, prescribe
qualifications of candidates for the office of director of the Corporation, but
no director then in office shall be disqualified from office as a result of the
adoption of such qualifications.

     Notwithstanding the foregoing, whenever the holders of any preferred stock
issued by the Corporation shall have the right, voting as a class or otherwise,
to elect directors at the annual meeting of stockholders, the then authorized
number of directors of the Corporation shall be increased by the number of the
additional directors so to be elected, and at such meeting the holder of such
preferred stock shall be entitled, as a class or otherwise, to elect such
additional directors.  Any directors so elected shall hold office until the next
annual meeting of stockholders or until their rights to hold such office
terminate pursuant to the provisions of such preferred stock, whichever is
earlier.  The provisions of this paragraph shall apply notwithstanding the
maximum number of directors hereinabove set forth.

                        Removal of Directors

     Section 2.     Directors of the Corporation may be removed solely in
accordance with the provisions of Article FOURTEENTH of the Certificate of
Incorporation.

                             Vacancies

     Section 3.     If the office of any director becomes vacant at any time by
reason of death, resignation, retirement, disqualification, removal from office
or otherwise, or if any new directorship is created by any increase in the
authorized number of directors, a majority of the directors then in office,
although less than a quorum, or the sole remaining director, may choose a
successor or fill the newly created directorship, and the director so chosen
shall hold office, subject to the provisions of these By-laws, until the
expiration of the term of the class to which he has been chosen and until his
successor shall be duly elected and qualified.

                               Powers

     Section 4.     The business of the corporation shall be managed by its
Board of Directors which may exercise all such powers of the corporation and do
all such lawful acts and things as are not by statute or by the certificate of
incorporation or by these By-laws directed or required to be exercised or done
by the stockholders.

                 Meetings of the Board of Directors

     Section 5.     The Board of Directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

     Section 6.     The first meeting of each newly elected Board of Directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present.  In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
Board of Directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the Board of Directors, or as shall be specified in a
written waiver signed by all of the directors.

     Section 7.     Notice of any meeting of the Board of Directors shall be
given to all directors in the manner hereinafter provided not less than fourteen
(14) Business Days prior to such meeting, provided that, when necessary or
appropriate, notice may be given not less than 72 hours prior to any such
meeting so long as such notice shall be given by facsimile transmission or
telephone.  Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice of such meeting.

     Section 8. Special meetings of the Board may be called by the chief
executive officer on three day's notice to each director, either personally or
by facsimile or by telegram or telephone; special meetings shall be called by
the chief executive officer or secretary in like manner and on like notice on
the written request of any two directors.

     Section 9.     At all meetings of the Board, a majority of the membership
of the whole Board shall constitute a quorum for the transaction of business and
the act of a majority of the directors present at any meeting at which there is
a quorum shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute, by the certificate of incorporation, or as
otherwise provided in this Article.  If a quorum shall not be present at any
meeting of the Board of Directors, the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

     Section 10.    Any transaction requiring a vote by the Board of Directors
must not only satisfy the requirements as set forth in this Article, but also
must satisfy any and all requirements contained in the certificate of
incorporation of the corporation and all statutory requirements.

                   Board Action Without A Meeting

     Section 11.    Unless otherwise restricted by the certificate of
incorporation or these By-laws, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committees.

                      Committees of Directors

     Section 12.    The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of two or more of the directors of the corporation.  The Board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee.  Any
such committee, to the extent provided in the resolution, shall have and may
exercise the powers of the Board of Directors in the management of the business
and affairs of the corporation, and may exercise the powers of the Board of
Directors in the management of the business and affairs of the corporation, and
may authorize the seal of the corporation to be affixed to all papers which may
require it; provided, however, that in the absence or disqualification of any
member of such committee or committees, the member or members thereof present at
any meeting and not disqualified from voting, whether or not he or they
constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member.  Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board of Directors.

     Section 13.    Each committee shall keep regular minutes of its meetings
and report the same to the Board of Directors when required.

                     Compensation of Directors

     Section 14.    The directors may be paid their 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 or a stated salary as
director.  No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.  Members
of special or standing committees may be allowed like compensation for attending
committee meetings.
                             ARTICLE IV

                               Notice

     Section 1.     Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these By-laws, notice is required to be given
to any stockholder, it shall not be construed to mean personal notice unless
expressly stated, but such notice may be given in writing, by mail, addressed to
such stockholder at his address as it appears on the records of the corporation,
with postage hereon prepaid, and such notice shall be deemed to be given at the
time when the same shall be deposited in the United States mail.

     Notices to directors may be given by telephone or facsimile transmission.
Notice by telephone shall be deemed to be given when the call is either received
personally by the director or received in the director's personal mailbox in a
voice mail system at a number furnished by the director for such purpose.
Notice by facsimile transmission shall be deemed to be given upon confirmation
by the sending machine of a completed transmission to a number furnished by the
director for such purpose; provided that if the receiving location is at a place
other than the director's residence and is either sent on a Saturday, Sunday or
federal holiday or confirmed after 5:00 p.m. local time at the place of receipt
it shall be deemed to be given on the next business day.

     Section 2.     Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these 
By-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.  The attendance of a person at any meeting shall constitute
a waiver of notice of such meeting, except where the person attends such meeting
for the express purpose of objecting to the transaction of any business because
the meeting is not lawfully called or convened and so objects at the beginning
of the meeting.


                             ARTICLE V

                              Officers

     Section 1.     The officers of the corporation shall be elected by the
Board of Directors and shall be a chairman of the board (who shall also be a
director of the corporation), a president, an executive vice president, a vice
president-finance or treasurer, and a secretary.  The Board of Directors may
also elect a vice chairman of the board (who shall also be a director of the
corporation), additional vice presidents (who may be designated as executive or
senior vice presidents or given such additional designations as the Board may
determine), assistant secretaries and assistant treasurers.  Any number of
offices may be held by the same person, unless the certificate of incorporation
or these By-laws otherwise provide.

     Section 2.     The Board of Directors shall elect the above officers
annually at its first meeting after the annual meeting of stockholders.  If the
election of such 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.

     Section 3.     The Board of Directors may appoint or authorize the
appointment of such other officers and agents as it shall deem necessary who
shall hold their offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by the Board of
Directors.

     Section 4.     The salaries of all officers and agents of the corporation
shall be fixed by the Board of Directors.

     Section 5.     The officers of the corporation shall hold office until
their successors are chosen and qualify or until their death, resignation or
removal.  Any officer elected or appointed by the Board of Directors may be
removed at any time by the affirmative vote of a majority of the Board of
Directors.  Any vacancy occurring in any office of the corporation shall be
filled by the Board of Directors.

     Section 6.     The officers of the corporation shall each have the
following powers and duties generally pertaining to their respective offices, as
well as such powers and duties as from time to time may be conferred by the
Board of Directors:

          a.   CHAIRMAN OF THE BOARD (AND VICE CHAIRMAN OF THE BOARD).  The
     chairman of the board shall preside at all meetings of the Board of
     Directors.  In the absence of the chairman of the board or in the event of
     his inability or refusal to act, the vice chairman of the board (if any)
     shall exercise the powers and perform the duties of the chairman of the
     board.

          b.   PRESIDENT AND CHIEF EXECUTIVE OFFICER.  The president shall be
     the chief executive officer of the corporation.  He shall preside at all
     meetings of the stockholders; shall have general and active management of
     the business of the corporation; shall see that all orders and resolutions
     of the Board of Directors are carried into effect; and in general shall
     have all powers and authority and perform all duties as are usually vested
     in the president and chief executive officer of a corporation, as well as
     such other powers, authority and duties as may be prescribed by the Board
     of Directors from time to time.  In the absence of the chairman of the
     board and the vice chairman of the board or in the event of their inability
     or refusal to act, the president shall exercise the powers and perform the
     duties of the chairman of the board.  The president may execute bonds,
     mortgages and other contracts requiring a seal, under the seal of the
     corporation, except where required or permitted by law or these By-laws to
     be otherwise signed and executed.

          c.   EXECUTIVE VICE PRESIDENT.  The executive vice president (or if
     there shall be more than one, an executive vice president designated by the
     Board of Directors), shall be the chief operating officer of the
     corporation.  He shall preside at all meetings of the stockholders at which
     the president is not present, and at all meetings of the Board of Directors
     at which neither the chairman nor the vice chairman of the board nor the
     president is present; shall have operating management authority over the
     corporation; and in general shall have all powers and authority and perform
     all duties as are usually vested in the chief operating officer of a
     corporation, as well as such other powers, authority and duties as may be
     prescribed by the Board of Directors or the president from time to time.
     In the absence of the president or his inability or refusal to act, the
     executive vice president (or if there shall be more than one, the executive
     vice president designated as chief operating officer) shall exercise the
     powers and perform the duties of the president.  The executive vice
     president may execute bonds, mortgages and other contracts requiring a
     seal, under the seal of the corporation, except where required or permitted
     by law or these By-laws to be otherwise signed and executed.

          If there is more than one executive vice president, an executive vice
     president who has not been designated as chief operating officer shall have
     such powers, authority and duties as may be prescribed by the Board of
     Directors or the president from time to time, and in the absence of the
     executive vice president designated as chief operating officer or in the
     event of his inability or refusal to act, the other executive vice
     presidents, if any, in the order determined by the Board of Directors (or
     if there be no such determination, then in the order of their election)
     shall exercise the powers and perform the duties of the chief operating
     officer.

          d.   OTHER VICE PRESIDENTS.  The other vice presidents, if any, shall
     each possess powers and perform such duties, in addition to those
     prescribed in these By-laws, as the Board of Directors and/or the president
     may from time to time determine, and each shall have supervision over such
     department or division of the corporation's business as the chairman of the
     board or the president may from time to time assign to him.  In the absence
     of the executive vice presidents or in the event of their inability or
     refusal to act, the senior vice presidents, and after them the other vice
     presidents, if any, in the order determined by the Board of Directors (or
     if there be no such determination, then in the order of their election)
     shall exercise the powers and perform the duties of the executive vice
     presidents.

          e.   SECRETARY AND ASSISTANT SECRETARY.  The secretary shall attend
     all meetings of the Board of Directors and all meetings of the stockholders
     and record all the proceedings of the meetings of the corporation and of
     the Board of Directors in a book to be kept for that purpose and shall
     perform like duties for the standing committees when required.  He shall
     give, or cause to be given, notice of all meetings of the stockholders and
     special meetings of the Board of Directors, and shall perform such other
     duties as may be prescribed by the Board of Directors, the chief executive
     officer, the chairman of the board, the vice chairman of the board, or the
     president, under whose supervision he shall be.  He shall have custody of
     the corporate seal of the corporation and he, or an assistant secretary,
     shall have authority to affix the same to any instrument requiring it and
     when so affixed, it may be attested by his signature or by the signature of
     such assistant secretary.  The Board of Directors may give general
     authority to any other officer to affix the seal of the corporation and to
     attest the affixing of his signature.

          The assistant secretary, or if there be more than one, the assistant
     secretaries in the order determined by the Board of Directors (or if there
     be no such determination, then in the order of their election), shall, in
     the absence of the secretary or in the event of his inability or refusal to
     act, perform the duties and exercise the powers of the secretary and shall
     perform such other duties and have such other powers as the Board of
     Directors may from time to time prescribe.

          f.   TREASURER OR VICE PRESIDENT-FINANCE AND ASSISTANT TREASURER.  The
     treasurer or vice president-finance shall have the custody of the corporate
     funds and securities and shall keep full and accurate accounts of receipts
     and disbursements in books belonging to the corporation and shall deposit
     all monies and other valuable effects in the name and to the credit of the
     corporation in such depositories as may be designated by the Board of
     Directors.

          He shall disburse the funds of the corporation as may be ordered by
     the Board of Directors, taking proper vouchers for such disbursements, and
     shall render to the chief executive officer, chairman of the board, vice
     chairman of the board, and president, and the Board of Directors, at its
     regular meetings, or when the Board of Directors so requires, an account of
     all his transactions in his office and of the financial condition of the
     corporation.

          If required by the Board of Directors, he shall give the corporation a
     bond in such sum and with such surety or sureties as shall be satisfactory
     to the Board of Directors for the faithful performance of the duties of his
     office and for the restoration to the corporation, in case of his death,
     resignation, retirement or removal from office, of all books, papers,
     vouchers, money and other property of whatever kind in his possession or
     under his control belonging to the corporation.

          The assistant treasurer, or if there shall be more than one, the
     assistant treasurers in the order determined by the Board of Directors (or
     if there be no such determination, then in the order of their election),
     shall, in the absence of the treasurer or in the event of his inability or
     refusal to act, perform the duties and exercise the powers of the treasurer
     and shall perform such other duties and have such other powers as the Board
     of Directors may from time to time prescribe.


                             ARTICLE VI

                       Certificates of Stock

     Section 1.     Every holder of stock in the corporation shall be entitled
to have a certificate certifying the number of shares owned by him in the
corporation, signed by, or in the name of the corporation by, (1) the chairman
or vice chairman of the Board of Directors, the president or a vice president,
and (2) the treasurer or vice president-finance, the secretary, an assistant
treasurer or an assistant secretary.

     If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the designations, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights shall be set forth in full or summarized on the face
or back of the certificate which the corporation shall issue to represent such
class or series of stock, provided that, except as otherwise provided in Section
202 of the General Corporation Law of Delaware, in lieu of the foregoing
requirements, there may be set forth on the face or back of the certificates
which the corporation shall issue to represent such class or series of stock, a
statement that the corporation will furnish without charge to each stockholder
who so requests the designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights.

     Section 2.     Where a certificate is countersigned (1) by a transfer agent
other than the corporation or its employee, or (2) by a registrar other than the
corporation or its employee, the signatures of the officers of the corporation
may be facsimiles.  In case any officer who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer before such certificate is issued, it may be issued by the corporation
with the same effect as if he were such officer at the date of issue.

                         Lost Certificates

     Section 3.     The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed.  When authorizing such
issue of a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representatives, to advertise the same in such manner as it shall require
and/or to give the corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.

                         Transfers of Stock

     Section 4.     Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its book.

                         Fixing Record Date

     Section 5.     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 to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or any
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock of for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action.  A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

                      Registered Stockholders

     Section 6.     The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to interest in such share
or shares on the part of any other person, whether or not it shall have express
or other notice thereof, except as otherwise provided by the laws of Delaware.


                            ARTICLE VII

                         General Provisions

                             Dividends

     Section 1.     Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of incorporation, if any, may be declared
by the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.

     Section 2.     Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conductive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                          Annual Statement

     Section 3.     The Board of Directors shall present at each annual meeting,
and at any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
corporation.

                               Checks

     Section 4.     All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.

                            Fiscal Year

     Section 5.     The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.

                                Seal

     Section 6.     The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate Seal,
Delaware."  The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.


                            ARTICLE VIII

                             Amendments

     Sections 1, 2 and 3 of Article III and this Article VIII of the By-laws may
not be amended, modified or rescinded except by the affirmative vote of the
holders of at least 80 percent of the outstanding shares of capital stock of the
corporation entitled to vote generally in the election of directors, considered
for such purpose as one class, and, in addition, the affirmative vote of the
holders of at least a majority of the outstanding shares of capital stock of the
corporation entitled to vote generally in the election of directors, considered
for such purpose as one class, which are not beneficially owned, directly or
indirectly, by any corporation, person or other entity which is the beneficial
owner (as defined in Article THIRTEENTH of the Certificate of Incorporation),
directly or indirectly, of 10 percent or more of the outstanding shares of such
capital stock, considered for such purpose as one class.  To the extent not
inconsistent with the foregoing, all other provisions of the By-laws may be
amended, modified and rescinded and new By-laws may be adopted, (i) by the
affirmative vote of the holders of at least a majority of the outstanding shares
of capital stock of the corporation entitled to vote thereon, or (ii) by the
Board of Directors; provided, that any By-law adopted, amended or modified by
the Board of Directors may be amended, modified or rescinded by the vote of the
stockholders prescribed in clause (i) above.