AMENDED AND RESTATED BYLAWS

                                   OF

                    PORTLAND GENERAL ELECTRIC COMPANY



                          An Oregon Corporation


                            Date of Adoption
                               May 1, 1998

(Section  2  of Article VII of these Bylaws shall be effective as of July
1, 1997, to the  extent  that  such  Section  (i)  would  provide broader
indemnification rights than those contained in the bylaws in effect prior
to  the  date  hereof,  or  (ii) would provide indemnification rights  to
persons not covered by the bylaws in effect prior to the date hereof.)

<PAGE>
                       
                       AMENDED AND RESTATED BYLAWS

                            Table of Contents

                                                                     PAGE

ARTICLE I ............................................................1

  OFFICES ........................................................... 1
    SECTION 1.  REGISTERED OFFICE ....................................1 
    SECTION 2.  OTHER OFFICES.........................................1

ARTICLE II ...........................................................1

  SHAREHOLDERS .......................................................1
    SECTION 1.  PLACE OF MEETINGS.....................................1
    SECTION 2.  QUORUM; ADJOURNMENT OF MEETINGS.......................1
    SECTION 3.  ANNUAL MEETINGS.......................................2
    SECTION 4.  SPECIAL MEETINGS......................................2
    SECTION 5.  RECORD DATE...........................................2
    SECTION 6.  NOTICE OF MEETINGS....................................3
    SECTION 7.  SHAREHOLDER LIST......................................3
    SECTION 8.  PROXIES...............................................4
    SECTION 9.  VOTING; ELECTIONS; INSPECTORS.........................4
    SECTION 10.  CONDUCT OF MEETINGS..................................5
    SECTION 11.  VOTING OF CERTAIN SHARES ............................5
    SECTION 12.  ACTION WITHOUT MEETING...............................5
    SECTION 13. BUSINESS TO BE BROUGHT BEFORE THE ANNUAL MEETING......6

ARTICLE III...........................................................7

  BOARD OF DIRECTORS..................................................7
    SECTION 1.  POWER; NUMBER; TERM OF OFFICE.........................7
    SECTION 2.  ADVISORY DIRECTORS AND DIRECTORS EMERITUS.............7
    SECTION 3.  QUORUM; VOTING........................................8
    SECTION 4.  PLACE OF MEETINGS; ORDER OF BUSINESS..................8
    SECTION 5.  FIRST MEETING.........................................8
    SECTION 6.  REGULAR MEETINGS......................................8
    SECTION 7.  SPECIAL MEETINGS......................................8
    SECTION 8.  NOMINATION OF DIRECTORS...............................9
    SECTION 9.  REMOVAL..............................................10
    SECTION 10.  VACANCIES; INCREASES IN THE NUMBER OF DIRECTORS.....10
    SECTION 11.  COMPENSATION........................................10
    SECTION 12.  ACTION WITHOUT A MEETING; TELEPHONE CONFERENCE 
                 MEETINGS............................................10
    SECTION 13.  APPROVAL OR RATIFICATION OF ACTS OR CONTRACTS 
                 BY SHAREHOLDERS.....................................11

ARTICLE IV...........................................................11

  COMMITTEES.........................................................11
    SECTION 1.  EXECUTIVE COMMITTEE..................................11
    SECTION 2.  AUDIT COMMITTEE......................................11
    SECTION 3.  OTHER COMMITTEES.....................................11
    SECTION 4.  PROCEDURE; MEETINGS; QUORUM..........................12
    SECTION 5.  SUBSTITUTION AND REMOVAL OF MEMBERS; VACANCIES.......12
    SECTION 6.  LIMITATION ON POWER AND AUTHORITY OF COMMITTEES......12

ARTICLE V............................................................13

  OFFICERS...........................................................13
    SECTION 1.  NUMBER, TITLES AND TERM OF OFFICE....................13
    SECTION 2.  POWERS AND DUTIES OF THE CHAIRMAN OF THE BOARD.......13

                                       i

<PAGE>

    SECTION 3.  POWERS AND DUTIES OF THE CHIEF EXECUTIVE OFFICER.....13
    SECTION 4.  POWERS AND DUTIES OF THE PRESIDENT...................13
    SECTION 5.  POWERS AND DUTIES OF THE VICE CHAIRMAN OF THE BOARD..14
    SECTION 6.  VICE PRESIDENTS......................................14
    SECTION 7.  GENERAL COUNSEL......................................14
    SECTION 8   SECRETARY............................................14
    SECTION 9.  DEPUTY CORPORATE SECRETARY AND ASSISTANT 
                SECRETARIES..........................................15
    SECTION 10.  TREASURER...........................................15
    SECTION 11.  ASSISTANT TREASURERS................................15
    SECTION 12.  ACTION WITH RESPECT TO SECURITIES OF OTHER 
                 CORPORATIONS........................................15
    SECTION 13.  DELEGATION..........................................15

ARTICLE VI...........................................................16

  CAPITAL STOCK......................................................16
    SECTION 1.  CERTIFICATES OF STOCK................................16
    SECTION 2.  TRANSFER OF SHARES...................................16
    SECTION 3.  OWNERSHIP OF SHARES..................................16
    SECTION 4.  REGULATIONS REGARDING CERTIFICATES...................17
    SECTION 5.  LOST OR DESTROYED CERTIFICATES.......................17

ARTICLE VII..........................................................17

  LIABILITY OF DIRECTORS AND INDEMNIFICATION.........................17
    SECTION 1.  PERSONAL LIABILITY OF DIRECTORS......................17
    SECTION 2.  INDEMNIFICATION......................................17

ARTICLE VIII.........................................................19

  MISCELLANEOUS PROVISIONS...........................................19
    SECTION 1.  FISCAL YEAR..........................................19
    SECTION 2.  CORPORATE SEAL.......................................19
    SECTION 3.  NOTICE AND WAIVER OF NOTICE..........................19
    SECTION 4.  FACSIMILE SIGNATURES.................................20
    SECTION 5.  RELIANCE UPON BOOKS, REPORTS AND RECORDS.............20
    SECTION 6.  APPLICATION OF BYLAWS................................20

ARTICLE IX...........................................................20

  AMENDMENTS.........................................................20


                                       ii
<PAGE>
                       AMENDED AND RESTATED BYLAWS

                                   OF

                    PORTLAND GENERAL ELECTRIC COMPANY


                                Article I

                                 OFFICES

     SECTION  1.   REGISTERED  OFFICE.   The  registered  office  of  the
Corporation required by the Oregon  Business Corporation Act to be
maintained  in  the  State  of  Oregon   shall   be CT 
Corporation System, 520 S. W. Yamhill, Suite 800, Portland, Oregon 97204,
or such other office as may be designated from time to time by  the
Board of Directors in the manner provided by law.

     SECTION 2.  OTHER OFFICES.  The Corporation may also have offices at
such  other  places both within and without the State of Oregon as
the Board of Directors may from time to time determine or the business of
the Corporation may require.

                               Article II

                           SHAREHOLDERS

     SECTION 1.   PLACE OF MEETINGS.  All meetings of the shareholders
shall be held at  the principal office of the Corporation, or at such
other place within or without  the State of Oregon as shall
be specified or fixed in the notices or waivers of notice thereof.

     SECTION  2.   QUORUM; ADJOURNMENT  OF  MEETINGS.   Unless  otherwise
required by law or provided in the Articles of  Incorporation, (i)
the  holders of a majority  of  the  voting  power  attributable  to  the
shares  issued  and  outstanding  and  entitled  to  vote thereat,
present in person or represented by proxy, shall constitute a  quorum  at
any  meeting of shareholders for the transaction of business, (ii)
in all  matters other than election of directors, the affirmative vote of
the holders  of  a  majority  of  the  voting  power attributable to such
shares so present or represented and voting  at any meeting
of shareholders at which a quorum is present shall  constitute the
act  of  the  shareholders, and (iii) where a separate vote  by  a
class or classes is required, a majority of the voting power attributable
to the outstanding  shares of such class or classes, present in person or
represented by proxy  shall  constitute  a quorum entitled to take action
with respect to that vote on that matter and  the affirmative vote of the
majority of the voting power attributable to the  shares of such class or
classes present in person or represented and voting  by  proxy  at
the meeting shall be the act of such class.

     Directors  shall  be  elected by a plurality of the votes cast by
the shares present in person  or  represented by proxy at the meeting
and entitled to vote on the election of directors.
 
                                       1
<PAGE>

     Notwithstanding  the  Articles  of   Incorporation  or
the other provisions of these  Bylaws, the chairman of the meeting
or  the holders of a majority of the voting  power  attributable  to  the
issued and outstanding shares, present in person or represented by
proxy    and    entitled   to   vote   thereat,   at   any   meeting   of
shareholders,  whether  or not a quorum is present, shall have the
power to adjourn such meeting from time to time, without any notice other
than announcement at the meeting  of the time and place of the holding of
the adjourned meeting.  If the adjournment  is  for more than thirty (30)
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 shareholder of  record  entitled to vote at such meeting.  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 called.

     SECTION   3.    ANNUAL   MEETINGS.    An   annual   meeting  of  the
shareholders, 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 (within or
without the State of Oregon),  on  such  date,  and at such
time  as the Board of Directors shall fix and set forth in the notice  of
the meeting,  which  date shall be within thirteen (13) months subsequent
to the last annual meeting of shareholders.

     SECTION 4.  SPECIAL  MEETINGS.   Unless  otherwise  provided  in the
Articles    of     Incorporation,    special   meetings   of   the
shareholders for any purpose or purposes may be called at any time
by the Chairman of the Board, by the President,  by  the Vice Chairman of
the Board, by a majority of the Board of Directors, or  by  a majority of
the Executive Committee (if any), or, to the extent required  by  law,
by the holders of not less than 10% of all shares entitled to vote on any
issue  at  the  proposed  special meeting, if such holders sign, date and
deliver to the Corporation's  Secretary  one  or more written demands for
the meeting describing the purpose or purposes  for  which  it  is  to be
held,  then  in  each  case, at such time and at such place as may be
stated in the notice of  the  meeting.   Business transacted at a special
meeting shall be confined to the purpose(s)  stated in the notice of such
meeting.

     SECTION   5.    RECORD  DATE.   For  the  purpose   of   determining
shareholders entitled  to  notice  of or to vote at any meeting of
shareholders, 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  shares  or  for  the  purpose of any other lawful
action, the Board of Directors of the Corporation  may  fix a date as the
record  date  for  any  such determination of shareholders,  which
record date shall not precede  the  date  on which the resolutions fixing
the record date are adopted and which record  date,  in  the  case  of  a
meeting  of  shareholders,  shall not be more than seventy (70)
days nor less than ten (10) days  before  the date of such meeting of
shareholders, nor, in the case of any other  action, more than 
seventy (70) days prior to any such action.

     If the Board of Directors does not fix a record date for any meeting
of   the   shareholders,   the   record   date   for   determining
shareholders  entitled  to  notice  of  or to vote at such meeting
shall be at the close of business on the day  before  notice is
mailed  or  otherwise transmitted to shareholders.  If the  Board  of
Directors   does    not    fix    the   record   

                                       2

<PAGE>

date   for   determining
shareholders for any other purpose,  the  record date shall be at
the  close of business on the day on which the Board of Directors  adopts
the resolution  relating thereto.  A determination of shareholders
of  record  entitled   to   notice   of  or  to  vote  at  a  meeting  of
shareholders  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 and must do  so  if the meeting is adjourned
to  a  date  more  than 120 days after the date fixed  for  the  original
meeting.

     For the purpose  of  determining the shareholders entitled to
consent to corporate action  in  writing  without a meeting, the Board of
Directors may fix a record date, which record  date shall not precede the
date upon which the resolution fixing the record  date  is adopted by the
Board of Directors, and which date shall not be more than  ten  (10) days
after  the  date  upon  which  the  resolution  fixing the record date is
adopted by the Board of Directors.  If the Board  of  Directors  does not
fix  the record date, the record date for determining shareholders
entitled  to  consent  to  corporate action in writing without a meeting,
when no prior action by the Board of Directors is necessary, 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  at  its
registered office in the  State of Oregon, at its principal
place of business, or to  an  officer  or agent of the Corporation
having  custody  of  the  book  in  which  proceedings   of  meetings  of
shareholders    are    recorded.    Delivery    made   to   the
Corporation's registered office  shall  be by hand or by certified or
registered mail, return receipt requested.  If  the  Board  of  Directors
does  not fix the record date, and prior action by the Board of Directors
is  necessary,   the  record  date  for  determining  shareholders
entitled to consent  to  corporate  action  in  writing without a meeting
shall  be  at  the  close of business on the day on which  the  Board  of
Directors adopts the resolution taking such prior action.

     SECTION 6.  NOTICE  OF  MEETINGS.  Written notice of the place, date
and hour of all meetings, and,  in case of a special meeting, the purpose
or purposes for which the meeting  is called, shall be given by or at the
direction of the Chairman of the Board,  the President, the Vice Chairman
of the Board, the Secretary or other person(s)  calling  the  meeting  to
each  shareholder  entitled to vote thereat not less than ten (10)
nor more than sixty (60)  days  before  the  date  of  the meeting.  Such
notice  is  given  when  deposited  in  the  United States mail,  postage
prepaid, directed to the shareholder at  such shareholder's
address as it appears on the records of the Corporation.

     SECTION   7.    SHAREHOLDER   LIST.   A  complete   list   of
shareholders    entitled    to    vote    at   any   meeting    of
shareholders, arranged in alphabetical order  for  each  class  of
shares and showing the address of each such shareholder and
the  number  of shares registered in the name of such shareholder,
shall be open  to  the  examination  of  any  shareholder, for any
purpose  germane  to  the  meeting,  during ordinary  business  hours,
beginning two business days after notice  of  the  meeting  is  given for
which  the list was prepared and continuing through the meeting,  
either  at  the  Corporation's principal office, or at a place
within the city where the  meeting  is  to  be held, which place shall be
specified  in  the  notice  of  the meeting.   The  shareholder
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
shareholder or such shareholder's agent or attorney during the meeting
or any adjournment thereof.

                                       3

<PAGE>

     SECTION 8.  PROXIES. Each shareholder  entitled  to vote at a
meeting of shareholders may authorize another person or persons to
act   for   him   by   proxy.    Proxies   for  use  at  any  meeting  of
shareholders  shall be filed with the  Secretary,  or  such  other
officer as the Board of  Directors  may  from  time  to time determine by
resolution, before or at the time of the meeting.  All  proxies  shall be
received  and  taken  charge  of  and  all  ballots shall be received and
canvassed by the secretary of the meeting, who shall decide all questions
touching upon the qualification of voters, the  validity  of the proxies,
and  the  acceptance  or  rejection  of  votes,  unless  an inspector  or
inspectors  shall  have been duly appointed as provided in Section  9  of
Article II hereof, in  which  event  such  inspector  or inspectors shall
decide all such questions.

     No  proxy  shall be valid after eleven (11) months  from  its
date, unless the proxy provides for a longer period.  Each proxy shall be
revocable unless expressly provided therein to be irrevocable and coupled
with an interest sufficient in law to support an irrevocable power.

     Should a proxy  designate  two  or  more  persons to act as proxies,
unless such instrument shall provide the contrary,  a  majority  of  such
persons present at any meeting at which their powers thereunder are to be
exercised  shall have and may exercise all the powers of voting or giving
consents thereby  conferred,  or if only one be present, then such powers
may be exercised by that one; or, if an even number attend and a majority
do not agree on any particular  issue,  each  person designated to act as
proxy  and  so  attending shall be entitled to exercise  such  powers  in
respect of such portion  of  the  shares as is equal to the reciprocal of
the fraction equal to the number of  persons designated to act as proxies
and in attendance divided by the total  number  of  shares represented by
such proxies.

     SECTION   9.   VOTING;  ELECTIONS;  INSPECTORS.   Unless   otherwise
required by law  or  provided  in  the Articles of  Incorporation,
each shareholder shall on each  matter  submitted  to  a vote at a
meeting  of  shareholders  have one vote for each share  of
stock entitled to vote which is registered in his name on the record date
for  the meeting.  For the purposes  hereof,  each  election  to  fill  a
directorship  shall  constitute  a separate matter.  Shares registered in
the name of another corporation, domestic  or  foreign,  or  other  legal
entity  may be voted by such officer, agent or proxy as the bylaws
(or comparable  instrument) of such corporation or other legal entity may
prescribe, or in  the  absence  of  such  provisions,  as  the  Board  of
Directors  (or comparable body) of such corporation or other legal entity
may determine.  Shares registered in the name of a deceased person may be
voted by the executor or administrator of such person's estate, either in
person or by proxy.

     All voting,  except as required by the Articles of  Incorporation
 or where otherwise  required  by  law,  may  be  by  a  voice  vote;
provided,  however,  upon  request of the chairman of the meeting or upon
demand therefor by shareholders  holding  a majority of the issued
and  outstanding  shares  present in person or  by  proxy  at  any
meeting, a stock vote shall  be  taken.  Every stock vote shall be
taken  by written ballots, each of which shall  state  the  name  of  the
shareholder  or  proxy voting and such other information as may be
required under the procedure  established for the meeting.  All elections
of directors shall be by written  ballots,  unless  otherwise provided in
the Articles of  Incorporation.

                                       4

<PAGE>

     In advance of any meeting of shareholders,  the  Chairman  of
the  Board,  the  Vice Chairman of the Board, the President or the
Board of Directors shall  appoint  one  or  more inspectors, each of whom
shall subscribe an oath or affirmation to execute  faithfully  the duties
of  inspector  at such meeting with strict impartiality and according  to
the best of such  inspector's  ability.   Such inspector(s) shall receive
the written ballots, count the votes, make  and sign a certificate of the
result thereof and take such further action as  may  be  required  of the
inspector(s)  under  the  laws of the State of Oregon.  The
Chairman  of  the Board, the  Vice  Chairman  of  the  Board,  the
President or the  Board  of  Directors may appoint any person to serve as
inspector, except no candidate  for  the  office  of  director  shall  be
appointed as an inspector.

     Unless  otherwise provided in the Articles of  Incorporation,
cumulative voting for the election of directors shall be prohibited.

     SECTION  10.    CONDUCT   OF   MEETINGS.    The   meetings   of  the
shareholders  shall be presided over by the Chairman of the Board,
or if the Chairman of  the  Board is not present, by the President, or if
the President is not present,  by  the  Vice Chairman of the Board, or if
none of the Chairman of the Board, the President and the Vice Chairman of
the  Board  is  present,  by  a chairman elected  at  the  meeting.   The
Secretary of the Corporation, if  present, shall act as secretary of such
meetings,  or  if  the Secretary is not  present,  the  Deputy  Corporate
Secretary  or an Assistant  Secretary  shall  so  act;  if  none  of  the
Secretary, the  Deputy  Corporate Secretary and an Assistant Secretary is
present, then a secretary  shall  be  appointed  by  the  chairman of the
meeting.   The  chairman  of  any  meeting  of shareholders  shall
determine the order of business and, subject  to  the requirements of the
laws of the State of Oregon, the procedure  at the meeting,
including  such  regulation  of  the manner of voting and the conduct  of
discussion as seem to the chairman in order.

     SECTION  11.   VOTING  OF  CERTAIN  SHARES.  No  other
corporation  of which the Corporation  owns  a  majority  of  the  shares
entitled to vote  in  the election of directors of such other corporation
shall vote, directly or  indirectly,  shares  of  the Corporation's stock
owned by such other corporation, and such shares shall not be counted for
quorum  purposes.  Nothing  in  this  Section  11 shall be  construed  as
limiting  the  right of the Corporation to vote shares,  including
but not limited  to  its  own  shares,  held  by it in a fiduciary
capacity.

     SECTION 12.  ACTION WITHOUT MEETING.  Unless otherwise  provided  in
the  Articles  of  Incorporation, any action permitted or required
by law, the Articles of  Incorporation or these Bylaws to be taken
at a meeting of shareholders  may  be  taken  without  a  meeting,
without  prior  notice  and  without a vote, if a consent or consents  in
writing, setting forth the action  so taken, shall be signed by all of
the shareholders entitled  to  vote  thereon and
shall  be  delivered  to  the  Corporation by delivery to its  registered
office in the state of incorporation, its principal place of business, or
an officer or agent of the Corporation  having  custody  of  the  book in
which  proceedings  of  meetings  of  shareholders  are  recorded.
Delivery made to the Corporation's registered office shall be by  hand or
by certified or registered mail, return receipt requested.

                                       5

<PAGE>

     Every  written  consent  shall  bear  the  date of signature of each
shareholder who signs the consent, and no written consent shall be
effective to take the corporate action referred to therein unless,
written consents signed by all shareholders are  delivered  to the
Corporation  in  the  manner  required by this Section 12 within sixty
(60) days of the earliest dated  consent.   Any  action  taken  by
written  consent is effective when the last shareholder signs, unless the
consent specifies an earlier or later date.



     SECTION 13. BUSINESS TO BE BROUGHT BEFORE THE ANNUAL MEETING.  To be
properly  brought  before  the  annual  meeting  of  shareholders,
business must  be  either  (a) specified in the notice of meeting (or any
supplement  thereto) given by  or  at  the  direction  of  the  Board  of
Directors, (b)  otherwise  brought  before  the  meeting  by  or  at  the
direction  of  the  Board of Directors, or (c) otherwise properly brought
before the meeting by  a  shareholder  of the Corporation who is a
shareholder of record at the time of giving of notice provided for
in this Section 13, who shall be entitled  to vote at such meeting
and  who complies with the notice procedures set forth  in  this  Section
13.   In  addition  to  any  other  applicable  requirements,  for
business  to  be  brought  before  an  annual meeting by a shareholder
of the Corporation, the shareholder  must  have  given  timely
notice  thereof  in  writing  to the Secretary of the Corporation.  To be
timely, a shareholder's  notice must be delivered to or mailed and
received at the principal executive  offices  of the Corporation not less
than 120 days prior to the anniversary date of  the  proxy  statement for
the  preceding  annual meeting of shareholders of the Corporation.
A shareholder's notice to the Secretary shall set forth as to each
matter (i) a brief  description  of  the  business  desired to be brought
before the annual meeting and the reasons for conducting such business at
the  annual  meeting, (ii) the name and address, as they  appear  on  the
Corporation's  books,  of the shareholder proposing such business,
(iii) the acquisition date,  the class and the number of shares of voting
stock  of  the  Corporation  which   are   owned   beneficially   by  the
shareholder,  (iv)  any  material  interest  of the shareholder
in  such  business, and (v) a representation that the  shareholder
intends to  appear  in person or by proxy at the meeting to bring the
proposed business before the meeting.

     Notwithstanding  anything  in  these  Bylaws  to  the  contrary,  no
business shall be conducted  at  the  annual meeting except in accordance
with the procedures set forth in this Section 13.

     The chairman of the annual meeting  shall,  if  the  facts  warrant,
determine  and  declare  to  the  meeting  that business was not properly
brought  before the meeting in accordance with  the  provisions  of  this
Section 13,  and if the chairman should so determine, the chairman
shall so declare to the  meeting  and  any  such  business  not  properly
brought before the meeting shall not be transacted.

     Notwithstanding  the foregoing provisions of this Section 13,
a shareholder shall  also  comply with all applicable requirements
of the Securities Exchange Act of 1934,  as  amended,  and  the rules and
regulations  thereunder  with  respect to the matters set forth  in  this
Section 13.


                                       6
<PAGE>

                               Article III

                           BOARD OF DIRECTORS

     SECTION 1.  POWER; NUMBER; TERM OF OFFICE.  The business and affairs
of the Corporation shall be managed  by  or  under  the  direction of the
Board of Directors, and subject to the restrictions imposed by law or the
Articles  of  Incorporation, the Board of Directors  may  exercise
all the powers of the Corporation.

     The number  of  directors  that  shall constitute the whole Board of
Directors shall be determined from time to time by the Board of Directors
(provided that no decrease in the number  of  directors  which would have
the effect of shortening the term of an incumbent director may be made by
the  Board  of  Directors).   If  the  Board of Directors makes  no  such
determination,  the  number  of directors shall  be  three.
Each director shall hold office  until  such  director's  successor shall
have  been elected and qualified or until such director's earlier  death,
resignation or removal.

     Unless  otherwise provided in the Articles of  Incorporation,
directors need  not  be shareholders nor residents of the State
of Oregon.

     SECTION 2.  ADVISORY  DIRECTORS AND DIRECTORS EMERITUS.   The
Board of Directors by a vote  of  a majority of the directors present and
entitled to vote, at any regular or  special meeting at which a quorum is
present, may designate such number of persons as it may from time to time
determine as an "Advisory Director" or  may  designate a former member of
the Board as a "Director Emeritus," if such former  member  is willing to
serve.   Each  Advisory Director and each Director Emeritus shall  serve,
subject to the pleasure  of  the Board of Directors, until the earlier of
his resignation, the term set  forth  by  the Board of Directors for such
service  or until the next succeeding annual  meeting  of  the  Board  of
Directors,  following  the  annual  meeting of the shareholders, at which
such regular directors are elected.   Each  Advisory  Director  and  each
Director Emeritus shall be notified of all regular or special meetings of
the  Board  of  Directors,  shall  be  entitled to attend and participate
therein, but shall not be entitled to vote.   Each  Advisory Director and
each  Director  Emeritus  shall  be entitled to fees for  serving  as  an
Advisory Director or Director Emeritus, as the case may be, as determined
by majority vote of the directors  present  and  entitled to vote, at any
regular or special meeting at which a quorum is present.   Each  Advisory
Director  and  each  Director  Emeritus  shall also be reimbursed for any
necessary expenses of attending directors' meetings.

 An  Advisory  Director  or  Director Emeritus  may  serve  in  an
advisory capacity on any committees adopted  by  resolution of a majority
of the whole Board of Directors, but such Advisory  Director  or Director
Emeritus  shall  have no power to vote or to exercise the powers  of  the
Board of Directors  or  any regular director on such committees or in the
business or affairs of the  Corporation  and  shall  not  be  included in
determining  the  requisite  number  of "directors" that are required  to
constitute and to serve on any such committees  as provided in Article IV
of these Bylaws.

     Any  person  serving  as an Advisory Director or  Director  Emeritus
shall be treated as a "director" for purposes of the provisions set forth
in Article VII.

                                       7

<PAGE>

     SECTION 3.  QUORUM; VOTING.  Unless otherwise provided in the
Articles of  Incorporation,  a  majority  of  the  total number of
directors  shall constitute a quorum for the transaction of  business  of
the Board of  Directors  and  the  vote  of  a  majority of the directors
present at a meeting at which a quorum is present shall be the act of the
Board of Directors.

     SECTION  4.   PLACE  OF  MEETINGS; ORDER  OF  BUSINESS.   The
directors may hold their meetings and  may  have  an  office and keep the
books of the Corporation, except as otherwise provided  by  law,  in such
place  or  places,  within  or without the State of Oregon, as the
Board of Directors may from time  to  time determine.  At all meetings of
the Board of Directors business shall be  transacted  in  such  order  as
shall from time to time be determined by the Chairman of the Board, or in
the  Chairman  of  the  Board's  absence  by  the  President  (should the
President  be  a  director),  or  in the President's absence by the  Vice
Chairman of the Board, or by the Board of Directors.

     SECTION  5.  FIRST MEETING.   Each  newly  elected  Board  of
Directors may hold  its first meeting for the purpose of organization and
the transaction of business,  if  a  quorum is present, immediately after
and at the same place as the annual meeting  of  the shareholders.
Notice of such meeting shall not be required. At the first meeting of the
Board of Directors in each year at which a quorum  shall be present, held
next  after  the  annual  meeting of shareholders,  the  Board  of
Directors shall elect the officers of the Corporation.

     SECTION 6.  REGULAR  MEETINGS.  Regular meetings of the Board
of  Directors  shall  be  held at such  times  and  places  as  shall  be
designated from time to time  by  the  Chairman  of  the Board or, in the
absence  of  the  Chairman  of  the Board, by the President  (should  the
President be a director), or in the  President's  absence,  by  the  Vice
Chairman  of  the  Board,  or  by the Board of Directors.  Notice of such
regular meetings shall not be required.

     SECTION 7.  SPECIAL  MEETINGS.  Special meetings of the Board
of Directors may be called by the  Chairman  of  the Board, the President
(should the President be a director), the  Vice Chairman of
the  Board  or,  on  the  written  request of any two directors,  by  the
Secretary,  in each case on at least  twenty-four  (24)  hours  personal,
written, telegraphic,  cable  or  wireless notice to each director.  Such
notice, or any waiver thereof pursuant  to Section 3 of Article
VIII, need not state the purpose or purposes  of such meeting, except
as may otherwise be required by law or provided for in the Articles of
Incorporation  or these Bylaws.  Meetings may be  held  at  any  time
without notice if all  the  directors are present or if those not present
waive notice of the meeting in writing.

     SECTION 8.  NOMINATION  OF  DIRECTORS.   Only persons who are
nominated in accordance with the following procedures  shall  be eligible
for  election  as  directors,  except  as  otherwise  provided in Section
10 of this Article III.  Nominations of persons  for  election  to
the  Board  of  Directors  of the Corporation may be made at a meeting of
shareholders(a) by or  at  the direction of the Board of Directors
or  (b)  by  any  shareholder  of   the   Corporation   who  is  a
shareholder of record at the time of giving of notice provided for
in this Section 8, who shall be entitled to vote for the  election
of  directors  at the meeting and who complies with the notice procedures
set forth in this  Section  8.  Such 

                                       8

<PAGE>

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 shareholder's notice shall be delivered  to  or
mailed and received at the principal executive offices of the Corporation
(i) with respect to  an  election to be held at the annual meeting of the
shareholders of the Corporation, 120 days prior to the anniversary
date of the proxy statement  for the immediately preceding annual meeting
of shareholders of the  Corporation,  and  (ii) with respect to an
election  to be held at a special meeting of shareholders  of  the
Corporation  for  the  election of directors, 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 public disclosure  of  the  date of the
meeting  was  made,  whichever  first  occurs.  Such shareholder's
notice to the Secretary shall set forth  (a)  as  to each person whom the
shareholder proposes to nominate for election  or re-election as a
director, all information relating to the person that is  required  to be
disclosed  in solicitations for proxies for election of directors, or  is
otherwise required,  pursuant  to  Regulation  14A  under  the Securities
Exchange Act of 1934, as amended (including the written consent  of  such
person to be named in the proxy statement as a nominee and to serve as  a
director  if  elected);  and  (b) as to the shareholder giving the
notice (i) the name and address,  as  they  appear  on  the Corporation's
books,  of  such  shareholder,  and (ii) the class and  number  of
shares of capital stock of the Corporation  which  are beneficially owned
by  the  shareholder.   At  the  request  of  any officer  of  the
Corporation, any person nominated by the Board of Directors  for election
as  a  director  shall  furnish to the Secretary of the Corporation  that
information required to be  set forth in a shareholder's notice of
nomination which pertains to the nominee.

     In the event that a person  is  validly designated as nominee to the
Board  and  shall thereafter become unable  or  unwilling  to  stand  for
election to the  Board  of  Directors,  the  Board  of  Directors  or the
shareholder  who  proposed  such  nominee, as the case may be, may
designate a substitute nominee.

     Except as otherwise provided in Section  10  of  this Article
III,  no  person  shall  be  eligible  to  serve  as  a  director  of the
Corporation  unless nominated in accordance with the procedures set forth
in  this  Section   8.    The   chairman   of   the   meeting   of
shareholders 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  Bylaws,  and if the chairman  should  so
determine, the chairman shall so declare to the meeting and the defective
nomination shall be disregarded.

     Notwithstanding the foregoing provisions of this Section 8, a
shareholder shall also comply with all  applicable requirements of
the  Securities  Exchange Act of 1934, as amended,   and  the  rules  and
regulations thereunder  with  respect  to  the  matters set forth in this
Section 8.

     SECTION 9.  REMOVAL.  Any director or  the  entire  Board  of
Directors  may  be  removed,  with  or  without cause by the holders of a
majority of the shares then entitled to vote at an election of directors;
provided that, with respect to the removal without cause of a director or
directors elected by the holders of any class or series entitled to elect
one or more directors, only the holders of  outstanding  shares  of  that
class or series shall be entitled to vote on such removal.

                                       9

<PAGE>

     SECTION 10.  VACANCIES; INCREASES IN THE NUMBER OF DIRECTORS.
Unless  otherwise  provided  in  the  Articles  of  Incorporation,
vacancies  existing on the Board of Directors for any  reason  and  newly
created directorships  resulting  from  any  increase  in  the authorized
number  of  directors  to  be  elected  by all of the shareholders
having  the  right  to  vote  as a single class  may  be  filled  by  the
affirmative vote of a majority  of the directors then in office, although
less than a quorum, or by a sole  remaining director; and any director so
chosen shall hold office until the  next  annual  election and until such
director's  successor shall have been elected  and  qualified,  or
until such director's earlier death, resignation or removal.

     SECTION 11.  COMPENSATION.  Directors and members of standing
committees may receive  such  compensation as the Board of Directors from
time to time shall determine to  be  appropriate, and shall be reimbursed
for  all reasonable expenses incurred in  attending  and  returning  from
meetings of the Board of Directors.

     SECTION  12.   ACTION WITHOUT A MEETING; TELEPHONE CONFERENCE
MEETINGS.   Unless  otherwise    restricted   by   the   Articles   of
Incorporation,  any  action  required or permitted to be taken at any
meeting of the Board of Directors,  or  any  committee  designated by the
Board of Directors, may be taken without a meeting if all  members of the
Board of Directors 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 of Directors or committee.   Such  consent shall
have the same force and effect as a unanimous vote at a meeting  and  may
be  stated as such in any document or instrument filed with the Secretary
of State of the State of Oregon.

     Unless  otherwise  restricted  by  the Articles of  Incorporation
, subject to the requirement for notice  of  meetings, members of the
Board of Directors or members of any committee designated by the Board of
Directors  may  participate in a meeting of such Board  of  Directors  or
committee, as the  case  may  be,  by  means  of  a  conference telephone
connection  or  similar communications equipment by means  of  which  all
persons  participating   in   the   meeting  can  hear  each  other,  and
participation in such a meeting shall  constitute  presence  in person at
such meeting, except where a person participates in the meeting  for  the
express  purpose  of  objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

     SECTION 13.  APPROVAL OR RATIFICATION OF ACTS OR CONTRACTS BY
SHAREHOLDERS.  The Board of Directors in its discretion may
submit any act or contract  for  approval  or  ratification at any annual
meeting  of  the shareholders, or at any special  meeting  of  the
shareholders called for the purpose of considering any such act or
contract, and  any  act or contract that shall be approved or be ratified
by the affirmative vote of the holders of a majority of the
voting  power  attributable   to  such  shares  so  present  or
represented  and  voting   at   such   meeting   of   shareholders
(provided that a quorum is present) shall be as valid and  as binding
upon  the Corporation and upon all the shareholders as if  it  has
been approved or ratified by every shareholder of the Corporation.

                                       10

<PAGE>

                               Article IV

                               COMMITTEES

     SECTION  1.   EXECUTIVE  COMMITTEE.   The Board of Directors may, by
resolution  passed  by  a  majority  of  the whole  Board  of  Directors,
designate an Executive Committee consisting  of two or more of the
directors of the Corporation, one of whom shall be designated chairman of
the Executive Committee.  During the intervals  between  the  meetings of
the  Board  of  Directors, the Executive Committee shall possess and  may
exercise all the  powers of the Board of Directors, except as provided in
Section 6 of this Article  IV.   The Executive Committee shall also have,
and may exercise, all the powers of  the  Board  of  Directors, except as
aforesaid, whenever a quorum of the Board of Directors  shall  fail to be
present at any meeting of the Board.

     SECTION  2.   AUDIT  COMMITTEE.  The  Board  of  Directors  may,  by
resolution  passed  by  a  majority  of  the  whole  Board  of Directors,
designate  an  Audit  Committee consisting of two or more  of  the
directors of the Corporation, one of whom shall be designated chairman of
the Audit Committee.  The  Audit  Committee  shall  have and may exercise
such powers and authority as provided in the resolution  creating  it and
as  determined  from  time  to  time by the Board of Directors, except as
provided in Section 6 of this Article IV.

     SECTION  3.  OTHER COMMITTEES.   The  Board  of  Directors  may,  by
resolution passed  from  time to time by a majority of the whole Board of
Directors, designate such other committees as it shall see fit consisting
of two or more of the  directors  of  the Corporation, one of whom
shall be designated chairman of each such committee.   Any such committee
shall have and may exercise such powers and authority as  provided in the
resolution creating it and as determined from time to time  by  the Board
of Directors, except as provided in Section 6 of this Article IV.

     SECTION  4.   PROCEDURE; MEETINGS; QUORUM.  Any committee designated
pursuant to this Article IV shall keep regular minutes of its actions and
proceedings in a book  provided  for  that purpose and report the same to
the Board of Directors at its meeting next  succeeding such action, shall
fix its own rules or procedures, and shall meet at such times and at such
place or places as may be provided by such rules, or by such committee or
the Board of Directors.  Should a committee fail  to  fix  its own rules,
the provisions of these Bylaws, pertaining to the calling of meetings and
conduct of business by the Board of Directors, shall apply as  nearly  as
practicable.   At  every meeting of any such committee, the presence of a
majority of all the  members thereof shall constitute a quorum, except as
provided in Section 5  of  this Article IV, and the affirmative vote of a
majority of the members present shall be necessary for the adoption by it
of any resolution.

     SECTION 5.  SUBSTITUTION  AND  REMOVAL  OF  MEMBERS; VACANCIES.  The
Board  of  Directors  may  designate one or more directors  as  alternate
members of any committee who  may  replace  any  absent  or  disqualified
member  at  any  meeting of such committee. The Board of Directors
shall have the power  at  any time to remove any member(s) of a 

                                       11

<PAGE>

committee
and to appoint other directors  in  lieu  of the person(s) so removed and
shall also have the power to fill vacancies in a committee.

     SECTION  6.  LIMITATION ON POWER AND AUTHORITY  OF  COMMITTEES.   No
committee of the  Board of Directors shall have the power or authority of
the Board of Directors to:

          (a)  authorize  distributions,  except  as  may be permitted by
paragraph (g) hereof;

          (b)  approve  or  propose  to  shareholders  actions  that  are
required  under  the  Oregon Business Corporation Act to be  approved  by
shareholders;

          (c)  fill vacancies  on the Board of Directors or on any of its
committees;

          (d)  amend the Articles  of  Incorporation  pursuant  to Oregon
Revised Statutes Section 60.434, except as may be necessary to document a
determination  of the relative rights, preferences and limitations  of  a
class or series of shares by a committee or an officer of the Corporation
as permitted by paragraph (h) hereof;

          (e)  adopt, amend or repeal these Bylaws;

          (f)  approve   a  plan  of  merger  not  requiring  shareholder
approval;

          (g)  authorize  or  approve  reacquisition  of  shares,  except
within limits prescribed by the Board of Directors; or

          (h)  authorize or  approve the issuance or sale or contract for
sale  of  shares  or  determine  the  designation  and  relative  rights,
preferences and limitations of a class  or  series of shares, except that
the Board of Directors may authorize a committee  or  an  officer  of the
Corporation  to  do  so  (i)  pursuant  to  a stock option or other stock
compensation plan, or (ii) by approving the maximum  number  of shares to
be  issued and delegating the authority to determine all or any  part  of
the terms of the issuance or sale or contract of sale and the designation
and relative  rights,  preferences and limitations of the class or series
of shares.

                                Article V

                                OFFICERS

     SECTION 1.  NUMBER,  TITLES AND TERM OF OFFICE.  The officers of the
Corporation shall be a Chairman  of  the  Board, a President, one or more
Vice Presidents (any one or more of whom may be designated Executive Vice
President or Senior Vice President), a Treasurer,  a Secretary, a General
Counsel and such other officers as the Board of Directors  may  from time
to  time elect or appoint (including, but not limited to, a Vice Chairman
of the  Board,  a  Deputy  Corporate  Secretary,  one  or  more Assistant
Secretaries  and  one or more Assistant Treasurers).  Each officer  shall
hold office until such  officer's  successor  shall  be  duly elected and
shall qualify or until such officer's death or until such  

                                       12

<PAGE>

officer  shall
resign or shall have been removed.  Any number of offices may be held  by
the  same  person,  unless  the Articles of  Incorporation provide
otherwise.  Except for the Chairman of the Board and the Vice Chairman of
the Board, no officer need be a director.

     SECTION 2.  POWERS AND DUTIES  OF  THE  CHAIRMAN  OF THE BOARD.  The
Chairman   of   the   Board   shall   preside  at  all  meetings  of  the
shareholders and of the Board of Directors; and he shall have such
other powers and duties as designated in these bylaws and as from time to
time may be assigned to him by the Board of Directors.

     SECTION 3.  POWERS AND DUTIES OF THE  CHIEF  EXECUTIVE  OFFICER. The
Chairman  of  the  Board  shall  be  the  chief executive officer of  the
Corporation  unless the Board of Directors designates  the  President  as
chief executive  officer.   Subject  to  the  control  of  the  Board  of
Directors  and  the  executive  committee  (if  any), the chief executive
officer shall have general executive charge, management  and  control  of
the  properties, business and operations of the Corporation with all such
powers  as may be reasonably incident to such responsibilities; may agree
upon and  execute  all  leases,  contracts, evidences of indebtedness and
other  obligations  in  the name of the  Corporation  and  may  sign  all
certificates for shares of  capital  stock  of the Corporation; and shall
have such other powers and duties as designated  in accordance with these
Bylaws and as from time to time may be assigned to  the  chief  executive
officer by the Board of Directors.

     SECTION 4.  POWERS AND DUTIES OF THE PRESIDENT.  Unless the Board of
Directors otherwise determines, the President shall have the authority to
agree  upon  and execute all leases, contracts, evidences of indebtedness
and other obligations  in  the  name  of the Corporation; and, unless the
Board of Directors otherwise determines,  the  President  shall,  in  the
absence  of  the  Chairman of the Board or if there be no Chairman of the
Board, preside at all meetings of the shareholders and (should the
President be a director)  of  the  Board  of Directors; and the President
shall have such other powers and duties as  designated in accordance with
these Bylaws and as from time to time may be assigned to the President by
the Board of Directors or the Chairman of the Board.

     SECTION 5.  POWERS AND DUTIES OF THE VICE  CHAIRMAN  OF  THE  BOARD.
The  Board  of  Directors  may assign areas of responsibility to the Vice
Chairman of the Board, and,  in  such  event,  and subject to the overall
direction of the Chairman of the Board and the Board  of  Directors,  the
Vice  Chairman  of  the  Board  shall  be responsible for supervising the
management of the affairs of the Corporation  and its subsidiaries within
the area or areas assigned and shall monitor and  review on behalf of the
Board of Directors all functions within the corresponding  area  or areas
of  the Corporation and each such subsidiary of the Corporation.  In  the
absence of the President, or in the event of the President's inability or
refusal  to  act, the Vice Chairman of the Board 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.  Further, the Vice
Chairman  of  the  Board  shall  have  such other powers  and  duties  as
designated in accordance with these Bylaws  and  as from time to time may
be assigned to the Vice Chairman of the Board by the  Board  of Directors
or the Chairman of the Board.

     SECTION 6.  VICE PRESIDENTS.  Subject to any restrictions  that  may
be  imposed  by  the Board of Directors, each Vice President shall at all
times  possess power  to  sign  all  

                                       13

<PAGE>

certificates,  contracts  and  other
instruments of the Corporation, except as otherwise limited in writing by
the Chairman  of  the  Board,  the  President or the Vice Chairman of the
Board of the Corporation.  Each Vice  President  shall  have  such  other
powers  and  duties  as  from  time  to time may be assigned to such Vice
President  by the Board of Directors, the  Chairman  of  the  Board,  the
President or the Vice Chairman of the Board.

     SECTION 7.  GENERAL COUNSEL.  The General Counsel shall act as chief
legal advisor  to  the  Corporation.  The General Counsel may have one or
more staff attorneys and  assistants,  and  may retain other attorneys to
conduct  the legal affairs and litigation of the  Corporation  under  the
General Counsel's supervision.

     SECTION  8   SECRETARY.  The Secretary shall keep the minutes of all
meetings of the  Board of Directors, committees of the Board of Directors
and the shareholders,  in  books  provided for that purpose; shall
attend to the giving and serving of all notices;  may  in the name of the
Corporation  affix  the  seal of the Corporation to any contract  of  the
Corporation and attest the  affixation  of  the  seal  of the Corporation
thereto; may sign with the other appointed officers all  certificates for
shares  of  capital  stock of the Corporation; shall have charge  of  the
certificate books, transfer books and stock ledgers, and such other books
and papers as the Board  of  Directors  may direct, all of which shall at
all  reasonable  times  be  open  to  inspection  of  any  director  upon
application at the office of the Corporation during business hours; shall
have such other powers and duties as designated  in  these  Bylaws and as
from  time  to  time  may  be  assigned to the Secretary by the Board  of
Directors, the Chairman of the Board,  the President or the Vice Chairman
of  the Board; and shall in general perform  all  acts  incident  to  the
office  of  Secretary,  subject to the control of the Board of Directors,
the Chairman of the Board,  the  President  or  the  Vice Chairman of the
Board.

     SECTION  9.   DEPUTY CORPORATE SECRETARY AND ASSISTANT  SECRETARIES.
The Deputy Corporate  Secretary  and  each Assistant Secretary shall have
the usual powers and duties pertaining  to  such  offices,  together with
such  other powers and duties as designated in these Bylaws and  as  from
time to  time  may  be  assigned  to the Deputy Corporate Secretary or an
Assistant Secretary by the Board of Directors, the Chairman of the Board,
the President, the Vice Chairman of  the  Board  or  the  Secretary.  The
Deputy  Corporate  Secretary  shall exercise the powers of the  Secretary
during that officer's absence or inability or refusal to act.

     SECTION 10.  TREASURER.    Subject  to  any restrictions that may be
imposed   by   the   Board  of  Directors,  the  Treasurer   shall   have
responsibility  for  the  custody  and  control  of  all  the  funds  and
securities of the Corporation,  and  shall  have  such  other  powers and
duties  as  designated  in  these Bylaws and as from time to time may  be
assigned to the Treasurer by  the Board of Directors, the Chairman of the
Board, the President or the Vice  Chairman  of  the Board.  The Treasurer
shall perform all acts incident to the position of  Treasurer, subject to
the  control of the Board of Directors, the Chairman of  the  Board,  the
President and the Vice Chairman of the Board; and the Treasurer shall, if
required  by  the  Board  of  Directors,  give such bond for the faithful
discharge  of  the  Treasurer's  duties in such  form  as  the  Board  of
Directors may require.

                                       14

<PAGE>

SECTION 11.  ASSISTANT TREASURERS.   Each  Assistant Treasurer shall
have the usual powers and duties pertaining to such office, together with
such other powers and duties as designated in these  Bylaws  and  as from
time to time may be assigned to each Assistant Treasurer by the Board  of
Directors, the Chairman of the Board, the President, the Vice Chairman of
the  Board  or  the  Treasurer.  Any Assistant Treasurer may exercise the
powers of the Treasurer  during  that  officer's  absence or inability or
refusal to act.

     SECTION   12.    ACTION   WITH  RESPECT  TO  SECURITIES   OF   OTHER
CORPORATIONS.  Unless otherwise  directed  by the Board of Directors, the
Chairman of the Board, the President or the  Vice  Chairman of the Board,
together  with  the  Secretary,  the  Deputy Corporate Secretary  or  any
Assistant Secretary shall have power to  vote and otherwise act on behalf
of the Corporation, in person or by proxy,  at  any  meeting  of security
holders of or with respect to any action of security holders 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 13.  DELEGATION.  For any reason that the Board of Directors
may  deem sufficient, the Board of Directors may, except where  otherwise
provided  by statute, delegate the powers or duties of any officer to any
other person,  and may authorize any officer to delegate specified duties
of  such  officer   to   any   other  person.   Any  such  delegation  or
authorization  by the Board shall  be  effected  from  time  to  time  by
resolution of the Board of Directors.

                               Article VI

                              CAPITAL STOCK

     SECTION 1.   CERTIFICATES  OF STOCK.  The certificates for shares of
the  capital  stock  of  the Corporation  shall  be  in  such  form,  not
inconsistent  with  that  required   by   law   and  the  Articles  of
Incorporation, as shall be approved by the Board of Directors.  Every
holder of shares represented by certificates  shall be entitled to
have  a  certificate signed by or in the name of the Corporation  by  the
Chairman of  the  Board,  President, Vice Chairman of the Board or a Vice
President and the Secretary,  Deputy  Corporate Secretary or an Assistant
Secretary or the Treasurer or an Assistant  Treasurer  of the Corporation
representing  the  number  of  shares (and, if the shares  of  the
Corporation shall be divided into classes or series, certifying the class
and series of such shares) owned  by  such  shareholder  which are
registered in certified form; provided, however, that any of  or  all the
signatures  on  the certificate may be facsimile.  The stock record books
and the blank stock  certificate books shall be kept by the Secretary, or
at the office of such  transfer  agent or transfer agents as the Board of
Directors may from time to time determine.  In case any officer, transfer
agent or registrar who shall have  signed or whose facsimile signature or
signatures  shall  have  been  placed  upon   any   such  certificate  or
certificates  shall  have  ceased to be such officer, transfer  agent  or
registrar before such certificate  is  issued  by  the  Corporation, such
certificate may nevertheless be issued by the Corporation  with  the same
effect  as  if such person were such officer, transfer agent or registrar
at the date of  issue.   The  stock  certificates  shall be consecutively
numbered and shall be entered in the books of the Corporation as they are
issued and shall exhibit the holder's name and number of shares.

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<PAGE>

     SECTION  2.   TRANSFER  OF  SHARES.   The  shares of  stock  of  the
Corporation shall be transferable only on the books of the Corporation by
the  holders thereof in person or by their duly authorized  attorneys  or
legal representatives upon surrender and cancellation of certificates for
a like number of shares.  Upon surrender to the Corporation or a 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 books.

     SECTION 3.  OWNERSHIP OF SHARES.  The Corporation  shall be entitled
to treat the holder of record of any share or shares of capital  stock of
the Corporation as the holder in fact thereof and, accordingly, shall not
be bound to recognize any equitable or other claim to or 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 the State of Oregon.

     SECTION  4.   REGULATIONS  REGARDING  CERTIFICATES.   The  Board  of
Directors  shall  have the power and authority to make all such rules and
regulations as they may deem expedient concerning the issue, transfer and
registration or the  replacement  of  certificates  for shares of capital
stock of the Corporation.

     SECTION 5.  LOST OR DESTROYED CERTIFICATES.  The  Board of Directors
may determine the conditions upon which the Corporation  may  issue a new
certificate  for  shares  in  place  of  a certificate theretofore
issued by it which is alleged to have been lost,  stolen or destroyed and
may  require  the  owner  of  such  certificate  or  such  owner's  legal
representative  to  give  bond,  with surety sufficient to indemnify  the
Corporation and each transfer agent  and  registrar  against  any and all
losses or claims which may arise by reason of the alleged loss,  theft or
destruction  of  any  such  certificate  or  the  issuance  of  such  new
certificate in the place of the one so lost, stolen or destroyed.

                               Article VII

              LIABILITY OF DIRECTORS AND INDEMNIFICATION

     SECTION  1.   PERSONAL  LIABILITY  OF  DIRECTORS.  A director of the
Corporation  shall  not  be personally liable to the Corporation  or  its
shareholders for monetary  damages  for conduct as a director, except for
liability (i) for any breach of the director's  duty  of  loyalty  to the
Corporation  or  its shareholders, (ii) for acts or omissions not in good
faith or which involve  intentional  misconduct or a knowing violation of
law, (iii) for any unlawful distribution  under  Oregon  Revised Statutes
Section  60.367,  or  (iv)  for  any transaction from which the  director
derived an improper personal benefit.   Any  repeal  or amendment of this
provision  shall be prospective only and shall not adversely  affect  any
limitation on  the liability of a director of the Corporation existing at
the time of such  repeal  or amendment.  In addition to the circumstances
in which a director of the  Corporation is not liable as set forth in the
foregoing provisions, a director  shall  not  be  liable  to  the fullest
extent  permitted  by  any provisions of the statutes of Oregon hereafter
enacted that further limits the liability of a director.

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<PAGE>

     SECTION 2.  INDEMNIFICATION.  Each person who was or is made a party
to, 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 which he or she is the legal representative, is or
was a director or officer, of the Corporation or is or was serving at the
request of the  Corporation  as  a  director,  officer, partner, trustee,
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, partner, trustee,
employee or agent  or  in any other capacity while serving as a director,
officer, partner, trustee,  employee  or  agent, shall be indemnified and
held harmless by the Corporation to the fullest  extent authorized by the
Oregon Business Corporation Act, as the same exists  or  may hereafter be
amended (but, in the case of any such amendments, 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 serve  in  a capacity to which the above
indemnification applies and shall inure to the  benefit  of  his  or  her
heirs,  executors  and administrators; provided, however, that, except as
provided in this Section  2,  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  Section  2 shall be a
contract  right and shall include the right to be paid by the Corporation
for expenses  incurred in defending any such proceeding in advance of its
final disposition;  provided,  however,  that,  if  the  Oregon  Business
Corporation  Act  requires,  the  payment of such expenses incurred by  a
director or 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  the  proceeding,  such  payment of expenses shall be made  only  upon
delivery to the Corporation of  a  written affirmation of the director or
officer's good faith belief that such  director  has  met the standard of
conduct  described in Oregon Revised Statutes Section 60.391  and  of  an
undertaking,  by  or  on behalf of such director or officer, to repay all
amounts so advanced if  it  shall  ultimately  to be determined that such
director or officer is not entitled to be indemnified  under this Section
2  or  otherwise.   The  Corporation  may,  by  action  of  its Board  of
Directors,  provide  indemnification  to  employees  and  agents  of  the
Corporation  not  covered by the foregoing with the same scope and effect
as the foregoing indemnification of directors and officer.

     If a claim under  this  Section  2  is  not  paid  in  full  by  the
Corporation  within  thirty  (30)  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 

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<PAGE>

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 Oregon Business
Corporation Act 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  its shareholders) 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 Oregon
Business Corporation Act, nor an  actual determination by the Corporation
(including its Board of Directors,  independent  legal  counsel,  or  its
shareholders)  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.

     The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its  final  disposition conferred in
this Section 2 shall not be exclusive of any other right which any person
may  have  or  hereafter  acquire  under  any statute, provision  of  the
Articles  of Incorporation, bylaw, agreement,  vote  of  shareholders  or
disinterested directors or otherwise.

     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 such 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  Oregon  Business  Corporation
Act.

     The  provisions of this Section 2 shall be effective as of  July  1,
1997,  to  the   extent   that   this  Section  2  (i)  provides  broader
indemnification rights than those contained in the bylaws in effect prior
to May 1, 1998, the date of adoption  of  these  bylaws, or (ii) provides
indemnification  rights to persons not covered by the  bylaws  in  effect
prior to May 1, 1998.

                              Article VIII

                      MISCELLANEOUS PROVISIONS

     SECTION 1.  FISCAL  YEAR.   The fiscal year of the Corporation shall
end on the last day of December of each year.

     SECTION 2.  CORPORATE SEAL.  The corporate seal shall be circular in
form and shall have inscribed thereon the name of the Corporation and the
state of its incorporation, which  seal  shall  be  in  the charge of the
Secretary  and  shall  be  affixed to certificates of stock,  debentures,
bonds, and other documents, in accordance with the direction of the Board
of Directors, and as may be  required by law; however, the Secretary may,
if the Secretary deems it expedient,  have  a  facsimile of the corporate
seal  inscribed  on  any such certificates of stock,  debentures,  bonds,
contracts or other documents.  Duplicates of the seal may be kept for use
by the Deputy Corporate Secretary or any Assistant Secretary.

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<PAGE>

     SECTION 3.  NOTICE  AND  WAIVER  OF  NOTICE.  Whenever any notice is
required to be given by law, the Articles  of Incorporation or 
these Bylaws, said notice shall be deemed to  be  sufficient if given
(i) by telegraphic, cable or wireless transmission (including by telecopy
or  facsimile  transmission)  or (ii) by deposit of the same  in  a  post
office box or by delivery to an  overnight  courier  service company in a
sealed prepaid wrapper addressed to the person entitled  thereto  at such
person's  post  office  address,  as  it  appears  on  the records of the
Corporation, and such notice shall be deemed to have been  given  on  the
day  of  such transmission or mailing or delivery to courier, as the case
may be.

     Whenever  notice  is required to be given by law, the Articles of
Incorporation  or these  Bylaws,  a  written  waiver  thereof,
signed by the person entitled to notice, whether before or after the time
stated therein,  shall  be  deemed equivalent to notice.  Attendance of a
person, including without limitation  a  director,  at  a  meeting  shall
constitute  a  waiver  of  notice of such meeting, except when the person
attends a meeting for the express  purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the meeting is
not lawfully called or convened.  Neither  the  business to be transacted
at,  nor  the  purpose  of,  any  regular  or  special  meeting   of  the
shareholders,  directors  or  members  of a committee of directors
need be specified in any written waiver of notice  unless  so required by
the Articles of Incorporation or these Bylaws.

     SECTION 4.  FACSIMILE SIGNATURES.  In addition to the provisions for
the  use  of  facsimile  signatures elsewhere specifically authorized  in
these Bylaws, facsimile signatures  of  any  officer  or  officers of the
Corporation  may  be  used  whenever  and  as authorized by the Board  of
Directors.

     SECTION 5.  RELIANCE UPON BOOKS, REPORTS  AND  RECORDS.  A member of
the  Board of Directors, or a member of any committee designated  by  the
Board of Directors, shall, in the performance of such person's duties, be
fully  protected  in  relying  in  good  faith  upon  the  records of the
Corporation  and  upon  such  information, opinion, reports or statements
presented to the Corporation by  any  of  the  Corporation's  officers or
employees,  or  committees  of  the  Board  of Directors, or by any other
person as to matters the member 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 6.  APPLICATION OF BYLAWS.  In the event that any provisions
of  these Bylaws is or may be in conflict with  any  law  of  the  United
States, of the State of Oregon or of any other governmental
body  or  power  having  jurisdiction  over this Corporation, or over the
subject matter to which such provision of  these  Bylaws  applies, or may
apply, such provision of these Bylaws shall be inoperative  to the extent
only that the operation thereof unavoidably conflicts with such  law  and
shall in all other respects be in full force and effect.


                                       19
<PAGE>

                               Article IX

                               AMENDMENTS

     The  Board of Directors may amend or repeal the
Corporation's Bylaws unless: (a) the Articles of Incorporation reserve
the power exclusively to the shareholders in whole or in part, or (b) the
shareholders   in  amending  or  repealing  a  particular  Bylaw  provide
expressly that the Board of Directors may not amend or repeal that Bylaw.
The Corporation's  shareholders  may  amend  or  repeal the Corporation's
Bylaws  even though the Bylaws may also be amended  or  repealed  by  the
Board of Directors.








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