Exhibit (3)
                                                      -----------

                             BY-LAWS

                               of

                          OWENS CORNING


                            ARTICLE I
                          STOCKHOLDERS

  Section 1.     Annual Meeting.
   An  annual  meeting of the stockholders, for the  election  of
directors  to  succeed  those whose  terms  expire  and  for  the
transaction  of such other business as may properly  come  before
the  meeting,  shall  be  held at such place,  either  within  or
without the State of Delaware, on such date, and at such time  as
the  Board of Directors shall each year fix, which date shall  be
within  thirteen months subsequent to the last annual meeting  of
stockholders.

  Section 2.     Special Meetings.
   Except  as otherwise required by law or by the Certificate  of
Incorporation  and subject to the rights of the  holders  of  any
class  or  series  of stock having a preference over  the  common
stock  of  the  Corporation as to dividends or upon  liquidation,
dissolution  or winding up, special meetings of stockholders  may
be called only by the Board of Directors pursuant to a resolution
approved  by a majority of the whole Board of Directors.  Special
meetings  of stockholders shall be held at such place, within  or
without  the  State of Delaware, date and time as  the  Board  of
Directors shall fix.

  Section 3.     Organization and Conduct of Business.
   Such person as the Board of Directors may have designated  or,
in  the absence of such a person, the Chief Executive Officer  of
the  Corporation or, in his absence, such person as may be chosen
by  the holders of a majority of the shares entitled to vote  who
are  present,  in  person or by proxy, shall call  to  order  any
meeting  of the stockholders and act as chairman of the  meeting.
In the absence of the Secretary of the Corporation, the secretary
of the meeting shall be such person as the chairman appoints. The
chairman of any meeting of stockholders shall determine the order
of  business  and  the procedure at the meeting,  including  such
regulation  of the manner of voting and the conduct of discussion
as he determines to be in order.

   At  a meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting.
To  be  properly brought before a meeting, business must  be  (a)
specified  in  the notice of meeting (or any supplement  thereto)
given  by  or  at  the direction of the Board of  Directors,  (b)
otherwise  properly  brought before the  meeting  by  or  at  the
direction  of  the Board of Directors, or (c) otherwise  properly
brought before the meeting by a stockholder. For business  to  be
properly   brought  before  a  meeting  by  a  stockholder,   the
stockholder must have given timely notice thereof in  writing  to
the  Secretary  of the Corporation. To be timely, a stockholder's
notice  must  be  delivered  to or mailed  and  received  at  the
principal executive offices of the Corporation not less  than  60
days  nor  more  than  90  days prior to the  meeting;  provided,
however, that in the event that notice of the date of the meeting
is not given to stockholders, or public disclosure by means of  a
filing  with the Securities and Exchange Commission of such  date
is  not made, at least 70 days prior to the date of such meeting,
notice  by  the stockholder to be timely must be so received  not
later  than  the close of business on the 10th day following  the
day on which such notice of the date of the meeting was mailed or
such  public disclosure was made. A stockholder's notice  to  the
Secretary  shall  set  forth as to each  matter  the  stockholder
proposes  to bring before the meeting (a) a brief description  of
the  business  desired to be brought before the meeting  and  the
reasons for conducting such business at the meeting, (b) the name
and  address, as they appear on the Corporation's books,  of  the
stockholder proposing such business, (c) the class and number  of
shares  of  the Corporation which are beneficially owned  by  the
stockholder  and (d) any material interest of the stockholder  in
such business.

   Notwithstanding  anything in the By-Laws to the  contrary,  no
business shall be conducted at a meeting of stockholders,  except
in  accordance with the procedures set forth in this  Article  I,
Section 3.

   The  chairman of a meeting of stockholders shall, if the facts
warrant,  determine and declare to the meeting that business  was
not  properly  brought before the meeting and in accordance  with
the provisions of this Article I, Section 3, and if he should  so
determine,  he  shall  so declare to the  meeting  and  any  such
business  not  properly brought before the meeting shall  not  be
transacted.

  Section 4.     Nomination of Directors.
   Only  persons  who  are  nominated  in  accordance  with   the
procedures  set  forth in this Article I,  Section  4,  shall  be
eligible for election as directors by action of the stockholders.
Nominations of persons for election to the Board of Directors  of
the Corporation may be made at a meeting of stockholders by or at
the direction of the Board of Directors or by any stockholder  of
the Corporation entitled to vote for the election of directors at
the meeting who complies with the notice procedures set forth  in
this  Article  I, Section 4. Such nominations, other  than  those
made  by or at the direction of the Board of Directors, shall  be
made pursuant to timely notice in writing to the Secretary of the
Corporation.  To  be  timely,  a stockholder's  notice  shall  be
delivered  to  or mailed and received at the principal  executive
offices of the Corporation not less than 60 days nor more than 90
days  prior to the meeting; provided, however, that in the  event
that  notice  of  the  date  of  the  meeting  is  not  given  to
stockholders, or public disclosure by means of a filing with  the
Securities and Exchange Commission of such date is not  made,  at
least  70 days prior to the date of such meeting, notice  by  the
stockholder to be timely must be so received not later  than  the
close of business on the 10th day following the day on which such
notice  of  the  date of the meeting was mailed  or  such  public
disclosure was made.

   Such  stockholder's  notice shall set forth  (a)  as  to  each
person whom the shareholder proposes to nominate for election  or
re-election  as  a director, (i) the name, age, business  address
and   residence  address  of  such  person,  (ii)  the  principal
occupation or employment of such person, and (iii) the class  and
number of shares of the Corporation which are beneficially  owned
by  such person; and (b) as to the stockholder giving the  notice
(i)  the  name  and address, as they appear on the  Corporation's
books,  of  such  stockholder and (ii) the class  and  number  of
shares  of the Corporation which are beneficially owned  by  such
stockholder.  The  chairman of the meeting shall,  if  the  facts
warrant,  determine and declare to the meeting that a  nomination
was  not made in accordance with the procedures prescribed by the
By-Laws,  and if he should so determine, he shall so  declare  to
the meeting and the defective nomination shall be disregarded.

  Section 5.     Notice of Meetings.
   Written notice of the place, date, and time of all meetings of
stockholders, and the purpose or purposes for which  the  meeting
was called, shall be given, not less than ten nor more than sixty
days  before the date on which the meeting is to be held, to each
stockholder entitled to vote at such meeting, except as otherwise
provided  herein or required by the Delaware General  Corporation
Law or the Certificate of Incorporation.

   No  notice of any meeting of stockholders need be given to any
stockholder  who  submits  a  signed  waiver  of  notice  to  the
Secretary  of  the  Corporation,  whether  before  or  after  the
meeting.  Attendance of a person at a meeting shall constitute  a
waiver  of  notice of such meeting, except when  the  stockholder
attends a meeting, in person or by proxy, for the express purpose
of objecting, at the beginning of the meeting, to the transaction
of  any  business on the grounds that the meeting is not lawfully
called or convened. When a meeting is adjourned to another place,
date  or  time, written notice need not be given of the adjourned
meeting if the place, date and time thereof are announced at  the
meeting  at  which  the adjournment is taken; provided,  however,
that  if  the  date of any adjourned meeting is more than  thirty
days after the date for which the meeting was originally noticed,
or  if  a  new  record  date is fixed for the adjourned  meeting,
written  notice  of the place, date, and time  of  the  adjourned
meeting  shall be given in conformity herewith. At any  adjourned
meeting,  any  business may be transacted which might  have  been
transacted at the original meeting.

  Section 6.     Quorum.
   At  any meeting of the stockholders, the holders of a majority
of  all  the shares of the stock entitled to vote at the meeting,
present in person or by proxy, shall constitute a quorum for  all
purposes, unless or except to the extent that the presence  of  a
larger number may be required by the Certificate of Incorporation
or  by  law.  Where  a  separate vote by a class  or  classes  is
required,  a  majority of the shares of such  class  or  classes,
present  in  person or represented by proxy, shall  constitute  a
quorum  entitled to take action with respect to the vote on  that
matter.

   If  a quorum shall fail to attend any meeting, the chairman of
the  meeting or the holders of a majority of the shares of  stock
entitled  to  vote who are present, in person or  by  proxy,  may
adjourn the meeting to another place, date, or time.

   If  a  notice of any adjourned special meeting of stockholders
is  sent  to  all stockholders entitled to vote thereat,  stating
that  it  will be held with those present constituting a  quorum,
then   except  as  otherwise  required  by  the  Certificate   of
Incorporation or by law, those present at such adjourned meeting,
in person or by proxy, shall constitute a quorum, and all matters
shall  be  determined by a majority of the  votes  cast  at  such
meeting.

  Section 7.     Record Dates.
   In  order  that the Corporation may determine the stockholders
entitled  to notice of or to vote at any meeting of stockholders,
or  to  receive payment of any dividend or other distribution  or
allotment of any rights, or to exercise any rights in respect  of
any change, conversion or exchange of stock or for the purpose of
any  other lawful action, the Board of Directors may fix a record
date,  which record date shall not precede the date on which  the
resolution  fixing the record date is adopted  and  which  record
date  shall not be more than sixty nor less than ten days  before
the  date of such meeting, nor more than sixty days prior to  the
time for such other action as described in this section.

   If   no  record  date  is  fixed  pursuant  to  the  foregoing
paragraph:  (a)  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;  and  (b)  the  record  date  for  determining
stockholders  for  any other purpose shall be  at  the  close  of
business  on the day on which the Board of Directors  adopts  the
resolution relating thereto.

   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.

  Section 8.     Proxies and Voting.
   A  stockholder  may,  by an instrument  in  writing  or  by  a
transmission  permitted  by  law filed  in  accordance  with  the
procedures  established  for  the meeting,  authorize  any  other
person  or persons to act for such stockholder as proxy  to  vote
for  such stockholder at any and all meetings of stockholders and
to  waive  all notices which such stockholder may be entitled  to
receive.

   Each  stockholder shall have one vote for every share of stock
entitled  to vote which is registered in his or her name  on  the
record  date for the meeting, except as otherwise provided herein
or required by the Certificate of Incorporation or by law.

   All  voting,  including on the election of  directors,  unless
otherwise required by the Certificate of Incorporation or by law,
may  be  by  a  voice vote; provided, however, that  upon  demand
therefor  by a  stockholder entitled to vote for the election  of
directors, elections for directors shall be by ballot. Every vote
taken  by  ballots shall be counted by an inspector or inspectors
appointed by the chairman of the meeting.

   All elections shall be determined by a plurality of the votes
cast, and, except as otherwise required by the Certificate of
Incorporation or by law, all other matters shall be determined by
a majority of the votes cast.

       Section 9.     Stock List.
   A  complete  list  of stockholders entitled  to  vote  at  any
meeting of stockholders, arranged in alphabetical order for  each
class  of  stock and showing the address of each such stockholder
and  the  number  of  shares  registered  in  the  name  of  each
stockholder,  shall  be  open  to the  examination  of  any  such
stockholder,  for  any  purpose germane to  the  meeting,  during
ordinary  business hours for a period of at least ten  (10)  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  stock list shall also be kept at the place of the meeting
during  the  whole  time  thereof  and  shall  be  open  to   the
examination  of  any such stockholder who is present.  This  list
shall  presumptively determine the identity of  the  stockholders
entitled to vote at the meeting and the number of shares held  by
each of them.

                           ARTICLE II
                       BOARD OF DIRECTORS

  Section 1.     Qualifications of Directors.
   Each director shall be a person sui juris. No director need be
a stockholder of the Corporation.

  Section 2.     Number, Term of Office and Vacancies.
   The  number of directors who shall constitute the whole  Board
of  Directors, and the terms of office of each director, shall be
determined  in  accordance with the Certificate of Incorporation.
Newly created directorships and vacancies shall be filled in  the
manner provided in the Certificate of Incorporation.

  Section 3.     Regular Meetings.
   Regular  meetings of the Board of Directors shall be  held  at
such place or places, on such date or dates, and at such time  or
times  as  shall have been established by the Board of  Directors
and  publicized  among all directors. A notice  of  each  regular
meeting shall not be required.

  Section 4.     Special Meetings.
   Special  meetings of the Board of Directors may be  called  by
one-third  of  the directors then in office (rounded  up  to  the
nearest  whole number) or by the Chairman of the Board  or  Chief
Executive Officer and shall be held at such place, on such  date,
and  at such time as they or he shall fix. Notice of each special
meeting  shall  be  given to each director by  the  Secretary  or
Assistant Secretary of the Corporation or by the Chairman of  the
Board,  Chief  Executive  Officer,  or  directors  calling   said
meeting. Such notice may be given personally or by telephone,  or
by written notice, telegram, cable, facsimile or telex, mailed or
directed to the address of the director appearing upon the  books
of  the Corporation, and shall set forth the date, time and place
of  the  meeting,  but  need not state the  purpose  or  purposes
thereof unless required by the Certificate of Incorporation or by
law.  Notice  of  the  meeting shall be  sufficient  in  time  if
actually   delivered  to  the  director  notified,  or  delivered
properly  addressed  and  prepaid  to  the  carrier  thereof,  or
telecopied, sufficiently early to be delivered in due and regular
course  to the director notified, in time to enable him to attend
such meeting. Notice to any director of a meeting of the Board of
Directors may be waived by him, and shall be deemed waived by him
by his presence at the meeting.

  Section 5.     Quorum.
   At  any  meeting of the Board of Directors, a majority of  the
total number of the whole Board shall constitute a quorum for all
purposes.  If  a  quorum  shall fail to  attend  any  meeting,  a
majority  of  those  present may adjourn the meeting  to  another
place, date, or time, without further notice or waiver thereof.

  Section 6.     Participation in Meetings By Conference Telephone.
   Members  of  the  Board  of Directors,  or  of  any  committee
thereof,  may  participate  in a meeting  of  the  Board  or  any
committee   by   means   of  conference  telephone   or   similar
communications   equipment  by  means  of   which   all   persons
participating  in  the  meeting can  hear  each  other  and  such
participation  shall  constitute  presence  in  person  at   such
meeting.

  Section 7.     Conduct of Business.
   At  any  meeting of the Board of Directors, business shall  be
transacted in such order and manner as the Board may from time to
time  determine, and all matters shall be determined by the  vote
of  a  majority  of  the directors present, except  as  otherwise
provided  herein or required by the Certificate of  Incorporation
or  by law. Action may be taken by the Board of Directors without
a  meeting if all members thereof consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings
of the Board of Directors.

  Section 8.     Compensation of Directors.
   Directors,  pursuant to resolution of the Board of  Directors,
may  receive fixed fees and other compensation for their services
as  directors, including, without limitation, their  services  as
members of committees of the Board of Directors.

  Section 9.     Approval of Minutes.
   The minutes of meetings of the Board of Directors may be acted
upon  at any subsequent meeting thereof and the approval  of  the
minutes  of any meeting of the Board of Directors shall have  the
effect  of  ratifying  and validating any of  the  acts  reported
therein  with  like  effect as if such  acts  had  been  properly
approved  or  authorized  at such meeting,  providing  that  such
approval  is  by  such  vote as would  have  been  sufficient  to
authorize the acts so reported.

                           ARTICLE III
                           COMMITTEES

  Section 1.     Committees of the Board of Directors.
   The  Board of Directors, by a vote of a majority of the  whole
Board  may, from time to time, designate committees of the Board,
with  such  lawfully delegable powers and duties  as  it  thereby
confers,  to  serve at the pleasure of the Board and  shall,  for
those  committees  and any other provided  for  herein,  elect  a
director  or directors to serve as the member or members thereof,
designating, if it desires, other directors as alternate  members
who  may replace any absent or disqualified member at any meeting
of   the  committee.  If  the  resolution  which  designates  the
committee  or a supplemental resolution of the Board of Directors
shall  so  provide, any committee so designated may exercise  the
power  and  authority  of  the Board of Directors  to  declare  a
dividend,  to  authorize the issuance of  stock  or  to  adopt  a
certificate  of ownership and merger pursuant to Section  253  of
the   Delaware  General  Corporation  Law.  In  the  absence   or
disqualification of any member of any committee and any alternate
member  in  his  place, the member or members  of  the  committee
present  at the meeting and not disqualified from voting, whether
or  not  he  or  they constitute a quorum, may by unanimous  vote
appoint  another member of the Board of Directors to act  at  the
meeting in the place of the absent or disqualified member.

  Section 2.     Conduct of Business.
   Each  committee may determine the procedural rules for meeting
and   conducting  its  business  and  shall  act  in   accordance
therewith, except as otherwise provided herein or required by the
Certificate   of  Incorporation  or  by  law.  Unless   otherwise
designated  by the Board of Directors, one-third of  the  members
shall  constitute a quorum unless the committee shall consist  of
one or two members, in which event one member shall constitute  a
quorum; and all matters shall be determined by a majority vote of
the members present.
   If  a  quorum shall fail to attend any meeting, a majority  of
those present may adjourn the meeting to another place, date,  or
time,  without  further notice or waiver thereof. Each  committee
shall  hold meetings upon the call of its chairman, the  Chairman
of  the  Board, the Chief Executive Officer, or any  one  of  its
members, at such date, time and place as set forth in the  notice
of meeting.

   Notice  of  each  meeting  of  a committee  of  the  Board  of
Directors  shall  be  given to each member by  the  Secretary  or
Assistant  Secretary of the Corporation, Chairman of  the  Board,
Chief Executive Officer or by the member of the committee calling
the  meeting. Such notice may be given personally or by telephone
or by written notice, telegram, cable, facsimile or telex, mailed
or directed to the address of the member appearing upon the books
of  the Corporation and shall set forth the date, time and  place
of  the  meeting,  but  need not state the  purpose  or  purposes
thereof unless required by the Certificate of Incorporation or by
law.  Notice  of  the  meeting shall be  sufficient  in  time  if
actually  delivered to the member of the committee  notified,  or
delivered properly addressed and prepaid to the carrier  thereof,
or  telecopied,  sufficiently early to be delivered  in  due  and
regular course to the member notified, in time to enable  him  to
attend  such  meeting. Notice to any member of  a  meeting  of  a
committee of the Board may be waived by him, and shall be  deemed
waived by him by his presence at the meeting. Action may be taken
by  conference  telephone as provided in Article II,  Section  6.
Action  may  be taken by any committee without a meeting  if  all
members  thereof consent thereto in writing, and the  writing  or
writings  are filed with the minutes of the proceedings  of  such
committee.

  Section 3.     Officers.
   The  Board  of Directors may designate one or more members  of
any  committee  to act as the chairman and the secretary  of  any
committee, and each person so designated shall continue  as  such
during  the  pleasure  of  the Board.  Unless  so  designated,  a
committee  may  choose its own officers, including  officers  pro
tem, and if no secretary has been designated by the Board or  the
committee,  the  Secretary  of  the  Corporation  shall  act   as
secretary  of  the  committee  and keep  proper  minutes  of  the
proceedings of such committee.

                           ARTICLE IV
                            OFFICERS

  Section 1.     Elected Officers.
   The  officers of the Corporation shall consist of a President,
one  or  more Vice Presidents, a Secretary, a Treasurer and  such
other  officers as the Board of Directors may from time  to  time
elect.  The  Board of Directors shall consider  the  election  of
officers  at  its  first meeting after every  annual  meeting  of
stockholders and may consider that subject at such other times as
the  Board  may deem appropriate. Each officer shall hold  office
until his successor is elected and qualified or until his earlier
resignation, retirement or removal. Each officer elected  by  the
Board  of  Directors or appointed pursuant to Section 2  of  this
Article  IV  shall  be  retired  from  the  Corporation,   unless
mandatory  retirement of such officer is prohibited  by  law,  in
accordance with the Corporation's retirement programs  not  later
than  the last day of the month in which the officer attains  age
sixty-five. Any number of offices may be held by the same person.

   Each  officer elected by the Board of Directors or any  person
thereto specifically authorized by the Board may, in the name and
on  behalf of the Corporation, receive and receipt for moneys and
other   properties,   execute  and  deliver   contracts,   deeds,
mortgages,  leases, bonds, undertakings, powers of attorney,  and
other   instruments,  and  assign,  endorse,  transfer,  deliver,
release,  and  satisfy any and all contracts, mortgages,  leases,
stock  certificates,  bonds, promissory  notes,  drafts,  checks,
bills, orders, receipts, acquittances, and other instruments, and
may, when necessary, affix the corporate seal thereto.

   The  Chairman of the Board, President, Chief Executive Officer
and  Vice Presidents elected by the Board may delegate, designate
or authorize named individuals to execute and attest on behalf of
the  Corporation bids, contracts, performance bonds  and  similar
documents  arising in the ordinary day-to-day operations  of  the
Corporation and its divisions.

  Section 2.     Appointed Officers.
   The  Chief  Executive  Officer  designated  by  the  Board  of
Directors,  or  if  a Chief Executive Officer  has  not  been  so
designated, the President of the Corporation, may, from  time  to
time,  create and abolish such functional, divisional or regional
offices  of Vice President or Assistant Vice President with  such
powers and duties and subject to such limitations of authority as
he  may  prescribe and he may make appointments to, and  removals
from,  any  such office, but such appointees shall  not  exercise
specific  powers or duties pertaining to the elective offices  of
the  Corporation as provided in this Article IV of  the  By-Laws,
except  as prescribed by the Board of Directors, either generally
or specially.

   Section 3.     Compensation.
   The   Board   of  Directors,  or  any  committee  thereof   so
designated, may, from time to time, fix the compensation  of  the
several  officers, agents, and employees of the  Corporation  and
may  delegate to any officer of the Corporation, or any committee
composed  of officers of the Corporation, the power  to  fix  the
compensation  of  the  officers, agents,  and  employees  of  the
Corporation.

   Section 4.     Chairman of the Board.
   The  Board  of Directors may elect one of the members  of  the
Board as Chairman of the Board, who, if elected, shall preside at
all meetings of stockholders and directors and shall also perform
such  duties as may be prescribed by the Board. Except  where  by
law  the signature of the President is required, the Chairman  of
the  Board shall possess the same power as the President to  sign
all   certificates,  contracts  and  other  instruments  of   the
Corporation.

   Section 5.     Vice Chairman of the Board.
   The Board of Directors may designate one of the members of the
Board  as  Vice  Chairman of the Board who,  in  the  absence  or
disability of the Chairman of the Board or during any vacancy  of
that  office,  shall perform the duties of the  Chairman  of  the
Board. He shall also perform such duties as may be prescribed  by
the Board or delegated to him by the Chief Executive Officer.

   Section 6.     Chief Executive Officer.
   The Board of Directors shall designate either the Chairman  of
the  Board  or  the President as Chief Executive Officer  of  the
Corporation,  who, subject to the direction and  control  of  the
Board,  shall have the responsibility for the general  management
and  control  of the business and affairs of the Corporation  and
shall  perform all duties and have all powers which are  commonly
incident  to the office of chief executive or which the Board  of
Directors  delegates to him.  He shall have  power  to  sign  all
stock certificates, contracts and other authorized instruments of
the  Corporation and shall have general supervision and direction
of  all  other officers, employees and agents of the Corporation.
The  Chief  Executive Officer, prior to each  annual  meeting  of
stockholders, shall submit to the Board of Directors a report  of
the  operations  of the Corporation during the  preceding  fiscal
year  and  of its affairs, and from time to time shall report  to
the Board all matters affecting the Corporation's interests which
may come to his knowledge.

   Section 7.     President.
   The President, in the absence or disability of the Chairman of
the  Board and the Vice Chairman of the Board or during vacancies
in  both  of  such  offices, shall preside  at  all  meetings  of
stockholders and directors. He shall perform such duties  as  may
be  prescribed by the Board of Directors or delegated to  him  by
the Chief Executive Officer.

   Section 8.     Vice President.
   Each  Vice President shall have such powers and duties as  may
be  delegated  to  him by the Board of Directors.  The  Board  of
Directors,  or  the  Chief  Executive  Officer,  or  if  a  Chief
Executive Officer has not been so designated, the President,  may
assign   further  descriptive  titles  to  the  Vice  Presidents,
prescribe   their  duties  and  rank  and  may   designate   them
numerically.

   Section 9.     Secretary.
   The Secretary shall keep an accurate record of all proceedings
of  the stockholders and the Board of Directors and committees of
the Board; sign all certificates for shares and deeds, mortgages,
bonds,  contracts, notes and other instruments  executed  by  the
Corporation  requiring his signature or as may be  prescribed  by
the  Chief  Executive Officer or the President; give  notices  of
meetings of stockholders and of directors; produce on request  at
any  meeting  of  stockholders a certified list  of  stockholders
arranged in alphabetical order, showing the number of shares held
by  each;  and perform such other and further duties as may  from
time  to time be prescribed by the Board, or a committee  of  the
Board,  or  as may from time to time be assigned or delegated  to
him  by  the Chief Executive Officer or the President.  He  shall
have custody and care of the seal of the Corporation.

   Section 10.     Treasurer.
   Subject  to  the  direction  and  control  of  the  Board   of
Directors, the Chief Executive Officer, and any officer  who  may
be  designated by the Board with responsibility for finance,  the
Treasurer   shall  have  custody  of  the  funds  and  securities
belonging to the Corporation, and shall deposit all funds in  the
name  and to the credit of the Corporation in such depository  or
depositories as may be designated by the Board or by  an  officer
or   officers   duly  authorized  by  the  Board   to   designate
depositories. He shall make such disbursements of  the  funds  of
the  Corporation as are authorized and shall render to the  Board
of  Directors, whenever the Board may require it, an  account  of
all  his  transactions  as Treasurer. The  Treasurer  shall  also
perform such other duties as the Board of Directors may prescribe
from time to time.

   Section 11.     Controller.
   The Controller shall keep proper books of account and full and
accurate  records of the receipts and disbursements of the  funds
belonging   to  the  Corporation  and  of  its  operations.   The
Controller  shall render to the Board of Directors,  any  of  its
committees, the Chief Executive Officer, and the President,  such
statements  as to the financial condition of the Corporation  and
as to its operations as each or any of them may request.

   Section 12.     All Officers.
   The  several  officers shall perform all other duties  usually
incident to their respective offices, or which may be required by
the  stockholders or Board of Directors; shall from time to time,
and  also  whenever requested, report to the Board of  Directors,
the  Chairman  of the Board, the Chief Executive Officer  or  the
President all matters affecting the Corporation's interests which
may come to their knowledge and, on the expiration of their terms
of  office,  shall respectively deliver all books, papers,  money
and   property  of  the  Corporation  in  their  hands  to  their
successors, or to the Chief Executive Officer, or to  any  person
designated by the Board to receive the same.

   Section 13.     Delegation of Authority.
   The  Board  of  Directors may from time to time  delegate  the
powers  or duties of any officer to any other officers or agents,
notwithstanding any provision hereof.

   Section 14.     Removal.
   Any  officer  of the Corporation may be removed at  any  time,
with or without cause, by the Board of Directors.

   Section 15.     Action with Respect to Securities of Other
                   Corporations.
   Unless  otherwise directed by the Board of Directors, each  of
the  Chairman of the Board, the Vice Chairman of the  Board,  the
President,  any Vice President elected by the Board of Directors,
the  Treasurer  and the Secretary shall have power  to  vote  and
otherwise  act  on behalf of the Corporation,  in  person  or  by
proxy, at any meeting of stockholders of, or with respect to  any
action  of  stockholders of, any other corporation in which  this
Corporation may hold securities and otherwise to exercise any and
all  rights  and  powers which this Corporation  may  possess  by
reason of its ownership of securities in such other corporation.

   Section 16.     Security.
   The  Board  of  Directors may require any  officer,  agent  or
employee  of the Corporation to provide security for the faithful
performance  of his duties, in such amount and of such  character
and  on such terms as may be determined from time to time by  the
Board of Directors.

                            ARTICLE V
                              STOCK

   Section 1.      Certificates of Stock.
   Each stockholder shall be entitled to a certificate signed by,
or  in the name of the Corporation by, the Chairman of the Board,
the  Vice  Chairman  of  the  Board,  the  President  or  a  Vice
President, and by the Secretary or an Assistant Secretary, or the
Treasurer  or  an Assistant Treasurer, certifying the  number  of
shares owned by him. Any or all of the signatures and the seal of
the  Corporation  on the certificate may be facsimile,  engraved,
stamped  or  printed. In the event that any officer  or  transfer
agent who has signed or whose facsimile signature has been placed
upon a stock certificate shall have ceased to be such officer  or
transfer  agent  before such certificate is  issued,  it  may  be
issued  by the Corporation with the same effect as if the officer
or transfer agent were such at the date of issue.

   Section 2.     Transfers of Stock.
Transfers of stock shall be made only upon the transfer books  of
the  Corporation  kept at an office of the Corporation  or  by  a
transfer  agent or agents designated to transfer  shares  of  the
stock of the Corporation. Except where a certificate is issued in
accordance  with  Section 3 of Article V  of  these  By-Laws,  an
outstanding  certificate for the number of shares involved  shall
be  surrendered  for  cancellation before a  new  certificate  is
issued therefor.

   Section 3.     Lost, Stolen or Destroyed Certificates.
   If  a  person  claiming  to be the  holder  of  stock  in  the
Corporation claims that the certificate representing  such  stock
has  been  lost, stolen or destroyed, a duplicate certificate  or
written  instrument  may be issued by the Corporation's  Transfer
Agent  for  the stock upon being furnished with an  affidavit  of
such   loss,   theft  or  destruction  in  form   and   substance
satisfactory  to  the  Transfer Agent and,  upon  giving  to  the
Corporation of a bond or agreement of indemnity executed by  such
holder  or owner with a surety company authorized to do  business
in  the  State of Delaware or in the State of Ohio as surety,  in
form  approved  by  counsel  for the Corporation,  for  full  and
complete indemnification to the Corporation of all losses,  costs
and expenses of every kind and nature whatsoever which may result
to the Corporation or any of its agents or employees by reason of
the issuance of such duplicate certificate.

   Section 4.     Regulations.
   The   issue,   transfer,  conversion   and   registration   of
certificates of stock shall be governed by such other regulations
as the Board of Directors may establish.

                           ARTICLE VI
                            FINANCES

   Section 1.     Fiscal Year.
   The  fiscal  year shall begin on the first day of  January  in
each year.

   Section 2.     Borrowings.
   Any  two of the following officers: the Chairman of the Board,
Vice  Chairman of the Board, President, Executive Vice President,
Senior   Vice   President,  Vice  President-Finance,   Treasurer,
Assistant   Treasurer,  or  any  employee  of   the   Corporation
designated in writing by any two of said officers, may from  time
to  time  in  the name of the Corporation borrow  money  with  an
obligation  to repay not exceeding one year from any bank,  trust
company  or financial institution in such amounts as the officers
or  designated employee may deem necessary or desirable  for  the
current needs of the Corporation.

   All  obligations  for moneys borrowed by the Corporation,  and
guarantees  by the Corporation of moneys borrowed by subsidiaries
of  the Corporation, shall bear the signatures of any two of  the
following  officers: the Chairman of the Board, Vice Chairman  of
the  Board,  President,  Executive Vice  President,  Senior  Vice
President,   Vice  President-Finance,  Treasurer  and   Assistant
Treasurer, only one of which may be an Assistant Treasurer.

   Section 3.     Banking Authorizations.
   Except  as  provided  in Section 2 of  this  Article  VI,  all
checks,  drafts, notes, or other obligations for the  payment  of
money  shall be signed by such person or persons as the Board  of
Directors shall direct. The Board may delegate to any officer  or
officers the power to designate a depository or depositories  for
the  Corporation  and to appoint a signer or  signers  upon  such
instruments in respect of the funds held by all or any particular
depositories.  The Board may authorize the use  of  facsimile  or
mechanically applied signatures or may delegate to an officer  or
officers  the power to authorize the use thereof. The  Board  may
authorize  the  use  of Depository Transfer  Instruments  without
signature  from  one  corporate account maintained  with  a  duly
designated  depository to any other corporate account  maintained
either  with  the same or some other duly designated  depository.
The Board may authorize the use of other generally accepted means
of  transferring funds without signature from a corporate account
maintained  with  a  duly  designated  depository  to  any  other
corporate account or to the account of another party at the  same
or some other depository.

                           ARTICLE VII
                             NOTICES

   Section 1.     Notices.
   Except  as otherwise specifically provided herein or  required
by  the  Certificate  of Incorporation or  by  law,  all  notices
required  to be given, other than by publication in a  newspaper,
to any stockholder, director, officer, employee or agent shall be
in writing and may in every instance be effectively given by hand
delivery  to the recipient thereof, by depositing such notice  in
the  mails,  postage paid, or by sending such notice by  pre-paid
telegram or mailgram. Any such notice shall be addressed to  such
stockholder, director, officer, employee or agent at his  or  her
last  known  address  as the same appears on  the  books  of  the
Corporation.  The  time when such notice  is  received,  if  hand
delivered,  or dispatched, if delivered through the mails  or  by
telegram  or  mailgram, shall be the time of the  giving  of  the
notice.

   Section 2.     Waivers.
   A  written  waiver  of any notice, signed  by  a  stockholder,
director, officer, employee or agent, whether before or after the
time  of  the  event for which notice is to be  given,  shall  be
deemed  equivalent to the notice required to  be  given  to  such
stockholder,  director, officer, employee or agent.  Neither  the
business to be transacted nor the purpose of any meeting need  be
specified  in such a waiver unless so required by the Certificate
of Incorporation or as otherwise provided in these By-Laws.

                          ARTICLE VIII
                          MISCELLANEOUS

   Section 1.     Facsimile Signatures.
   In  addition to the provisions for use of facsimile signatures
elsewhere  specifically  authorized in these  By-Laws,  facsimile
signatures of any officer or officers of the Corporation  may  be
used  whenever and as authorized by the Board of Directors  or  a
committee thereof.

   Section 2.     Corporate Seal.
   The  corporate seal shall have inscribed thereon the  name  of
the  Corporation,  the  year of its organization  and  the  words
"Corporate Seal, Delaware".

   Section 3.     Reliance upon Books, Reports and Records.
   Each director, each member of any committee designated by  the
Board of Directors, and each officer of the Corporation shall, in
the  performance of his duties, be fully protected in relying  in
good  faith  upon the books of account or other  records  of  the
Corporation  and  upon  such information,  opinions,  reports  or
statements presented to the Corporation by any of its officers or
employees, or committees of the Board of Directors so designated,
or  by  any  other  person  as to matters  which  such  director,
committee  member or officer reasonably believes are within  such
other person's professional or expert competence and who has been
selected with reasonable care by or on behalf of the Corporation.

   Section 4.     Time Periods.
   In  applying any provision of these By-Laws which require that
an act be done or not done a specified number of days prior to an
event  or  that  an act be done during a period  of  a  specified
number  of days prior to an event, calendar days shall  be  used,
the day of the doing of the act shall be excluded, and the day of
the event shall be included.

   Section 5.     Gender.
   Whenever  the  masculine gender is used in these  By-Laws,  it
shall be deemed to include both the male and female genders.

                           ARTICLE IX
            INDEMNIFICATION OF DIRECTORS AND OFFICERS

   The  Corporation  shall, to the fullest  extent  permitted  by
applicable law from time to time in effect, (but, in the case  of
any amendment of such law, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights
than  such law permitted the Corporation to provide prior to such
amendment)  indemnify any and all persons who may  serve  or  who
have  served  at  any  time  as  directors  or  officers  of  the
Corporation, or who at the request of the Corporation  may  serve
or  at any time have served as directors, officers, employees  or
agents  of  another  corporation (including subsidiaries  of  the
Corporation) or of any partnership, joint venture, trust or other
enterprise, and any directors or officers of the Corporation  who
at  the request of the Corporation may serve or at any time  have
served  as agents or fiduciaries of an employee benefit  plan  of
the  Corporation or any of its subsidiaries, from and against any
and all of the expenses, liabilities or other matters referred to
in  or  covered  by law 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. The Corporation  may  also
indemnify any and all other persons whom it shall have  power  to
indemnify under any applicable law from time to time in effect to
the extent permitted by such law. The indemnification provided by
this Article IX shall not be deemed exclusive of any other rights
to  which any person may be entitled under any provision  of  the
Certificate  of Incorporation, other By-Law, agreement,  vote  of
stockholders or disinterested directors, or otherwise, both as to
action  in  an  official capacity and as  to  action  in  another
capacity while holding such office, and shall be contract  rights
and  continue  as to a person who has ceased to  be  a  director,
officer, employee or agent and shall inure to the benefit of  the
heirs, executors and administrators of such a person.

   If  a  claim under this Article IX is not paid in full by  the
Corporation  within  sixty days after a written  claim  has  been
received by the Corporation, except in the case of a claim for an
advancement  of  expenses, in which case  the  applicable  period
shall  be  twenty days, the director or officer may at  any  time
thereafter  bring  suit against the Corporation  to  recover  the
unpaid amount of the claim. If successful in whole or in part  in
any such suit, or in a suit brought by the Corporation to recover
an   advancement  of  expenses  pursuant  to  the  terms  of   an
undertaking, the director or officer shall be entitled to be paid
also  the expense of prosecuting or defending such suit.  In  (i)
any suit brought by the director or officer to enforce a right to
indemnification  hereunder (but not in  a  suit  brought  by  the
director  or  officer  to enforce a right to  an  advancement  of
expenses)  it shall be a defense that, and (ii) any suit  by  the
Corporation to recover an advancement of expenses pursuant to the
terms  of  an  undertaking, the Corporation shall be entitled  to
recover  such  expenses  upon  a  final  adjudication  that,  the
director  or  officer  has  not met any applicable  standard  for
indemnification  set  forth in the Delaware  General  Corporation
Law.  Neither the failure of the Corporation (including its Board
of  Directors, independent legal counsel, or its stockholders) to
have  made a determination prior to the commencement of such suit
that indemnification of the director or officer is proper in  the
circumstances  because  the  director  or  officer  has  met  the
applicable standard of conduct set forth in the Delaware  General
Corporation  Law, nor an actual determination by the  Corporation
(including   its  Board,  independent  legal  counsel,   or   its
stockholders)  that  the director or officer  has  not  met  such
applicable  standard of conduct, shall create a presumption  that
the  director or officer has not met the applicable  standard  of
conduct or, in the case of such a suit brought by the director or
officer,  be a defense to such suit. In any suit brought  by  the
director or officer to enforce a right to indemnification  or  to
an  advancement  of expenses hereunder, or by the Corporation  to
recover  an advancement of expenses pursuant to the terms  of  an
undertaking, the burden of proving that the director  or  officer
is  not  entitled  to be indemnified, or to such  advancement  of
expenses,  under  this Article IX or otherwise shall  be  on  the
Corporation.

   The indemnification provided in this Article IX shall inure to
each  person  referred to herein, whether or not  the  person  is
serving  in  any of the enumerated capacities at  the  time  such
expenses (including attorneys' fees), judgments, fines or amounts
paid  in settlement are imposed or incurred, and whether  or  not
the claim asserted against him is based on matters which antedate
the  adoption of this Article IX. None of the provisions of  this
Article  IX shall be construed as a limitation upon the right  of
the  Corporation to exercise its general power to  enter  into  a
contract  or understanding of indemnity with a director, officer,
employee,  agent  or  any other person in  any  proper  case  not
provided for herein. Each person who shall act or have acted as a
director  or  officer of the Corporation shall be  deemed  to  be
doing so in reliance upon such right of indemnification.

   For  purposes of this Article IX, the term "Corporation" shall
include constituent corporations referred to in subsection (h) of
Section  145  of  the General Corporation Law  of  the  State  of
Delaware (or any similar provision of applicable law at the  time
in effect).

                            ARTICLE X
                           AMENDMENTS

These  By-Laws  may  be  amended  by  a  majority  vote  of   the
stockholders entitled to vote at any annual or special meeting of
the  stockholders provided notice of the proposed amendment shall
be included in the notice of the meeting. The Board of Directors,
by  a  majority vote of the whole Board at any meeting, may amend
these  By-Laws,  including By-Laws adopted by  the  stockholders,
provided  that  the stockholders may from time  to  time  specify
particular  provisions of the By-Laws which shall not be  amended
by the Board of Directors.