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                                                                     EXHIBIT 3.2
                                                      [Adopted December 4, 1997]
                                    RESTATED
                                    BY-LAWS

                                       OF

                            NABORS INDUSTRIES, INC.

                              (the "Corporation")

                 ______________________________________________


                                   ARTICLE I

                                    OFFICES

SECTION 1.       Principal Office.

The principal office of the Corporation shall be at such place as the Board of
Directors may from time to time determine, but until a change is effected, such
principal office shall be at 515 West Greens Road, Suite 1200, Houston, Texas
77067.

SECTION 2.       Other Offices.

The Corporation may also have other offices at such places, within or without
the State of Delaware, as the Board of Directors may from time to time
determine or as the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

SECTION 1.       Time and Place of Meetings.

A meeting of stockholders for any purpose may be held at such time and place,
within or without the State of Delaware, as shall be stated on the notice
thereof or in a duly executed waiver of notice thereof.

SECTION 2.       Annual Meeting.

For the fiscal year ended September 30, 1997, the annual meeting of the
stockholders of the Corporation shall be held on the first Tuesday of March. For
all subsequent years, the annual meeting of the stockholders of the Corporation
shall be held on the first Tuesday of June in each year if not a legal holiday,
and if a legal holiday, then on the next succeeding day which is not a legal
holiday at such place, either within or without the State of Delaware, and at
such time and as set forth in the notice of the meeting or in a duly executed
waiver of notice thereof, for the election of the Board of Directors and for the
transaction of such other business as may properly be brought before the
meeting.  In the event the annual meeting is not held on the date above
provided, the Board of Directors shall cause the meeting to be held as soon
thereafter as may be convenient.  Such subsequent meeting shall be called in the
same manner as hereinafter provided for special meetings of stockholders.

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SECTION 3.       Special Meetings.

Special meetings of the stockholders, unless otherwise prescribed by statute,
may be called at any time for any purpose or purposes by the Board and shall be
held at such place, either within or without the State of Delaware, and at such
hour as may be designated by the Board in the notice of the meeting; provided,
however, that the time so fixed shall permit the giving of notice as provided
in Section 4 of this Article II, unless such notice is waived as provided by
law or by these Restated By-Laws.  At a special meeting only such matters as
may be specified in the notice thereof shall be considered.  Special meetings
shall also be called and held in such cases and in such manner as may be
specifically required by law or by the Restated Certificate of Incorporation.

SECTION 4.       Notice of Meetings.

Written notice of each meeting of the stockholders, which shall state the
place, date and hour of the meeting and, in the case of a special meeting or
where otherwise required by law, the purpose or purposes for which it is
called, shall be given, unless a different period is required by law, not less
than 10 nor more than 60 days before the date of such meeting, by or at the
direction of the person calling the meeting, to each stockholder entitled to
vote at such meeting.  If mailed, the notice of a meeting of stockholders shall
be deemed to be given when deposited in the United States mail, postage
prepaid, directed to the stockholder at his address as it appears on the
records of the Corporation.  No business other than that stated in the notice
shall be transacted at any meeting without the unanimous consent of all the
stockholders entitled to vote thereat.  Any such notice for any meeting other
than the annual meeting shall, if issued at the direction of the Board, so
indicate.  When a meeting is adjourned to another time or place, notice need
not be given if the time and place thereof are announced at the meeting at
which the adjournment is taken.  If the adjournment is for more than 30 days
after the date of the original meeting, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.

SECTION 5.       Quorum.

Except as otherwise required by law, the Restated Certificate of Incorporation
or these By-Laws, at all meetings of the stockholders, the holders of a
majority of the shares issued and outstanding and entitled to vote shall be
present in person or represented by proxy in order to constitute a quorum for
the transaction of any business.  The holders of a plurality of the shares
present in person or represented by proxy and entitled to vote thereat, whether
or not a quorum shall be present, may adjourn the meeting from time to time, to
a specified date or place.  At any such adjourned meeting at which a quorum may
be present, the Corporation may transact any business which might have been
transacted at the original meeting.

As to any matter with respect to which a separate class vote is required by the
Restated Certificate of Incorporation, the holders of one-third of the shares
of such class which are then outstanding and entitled to vote shall be present
in person or represented by proxy in order to constitute a quorum for the
purpose of any separate vote required by such class.

The absence from any meeting of the number of shares required by law, the
Restated Certificate of Incorporation or these Restated By-Laws for action upon
one matter shall not prevent action at such meeting upon any other matter or
matters which may properly come before the meeting, if the number of shares
required in respect of such other matters shall be present.

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SECTION 6.       Organization.

At each meeting of the stockholders, the Chairman of the Board or, in his
absence or inability to act, the most senior present Vice Chairman or, in the
absence or inability to act of any Vice Chairman, the President or, in his
absence or inability to act, a Vice President or, in his absence or inability
to act, any person as may be designated by the Board of Directors or, in the
absence of such designation, a chairman to be chosen at the meeting by the
majority of those stockholders present in person or represented by proxy shall
act as chairman of the meeting.  The Secretary or, in his absence or inability
to act, an Assistant Secretary, or in his absence or inability to act, any
person as may be designated from time to time by the Board of Directors shall
act as secretary of each meeting of stockholders and keep the minutes thereof;
if no such person is present or has been chosen, the holders of record of a
majority of shares of stock present in person or represented by proxy and
entitled to vote at the meeting shall choose any person present to act as
secretary of the meeting.

SECTION 7.       Order of Business.

The order of business at all meetings of the stockholders shall be as
determined by the chairman of the meeting.

SECTION 8.       Voting and Required Vote.

At each meeting of stockholders, each stockholder shall be entitled to one vote
for each share of capital stock held by such stockholder except as otherwise
provided in the Restated Certificate of Incorporation.  Except as otherwise
provided in the Restated Certificate of Incorporation, and subject to statute,
at each meeting of stockholders if there shall be a quorum, the affirmative
vote of the holders of a majority of shares present in person or represented by
proxy and entitled to vote thereat, shall decide all matters brought before
such meeting.

SECTION 9.       Proxies.

Each stockholder entitled to vote at any meeting of stockholders or to express
consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for him by proxy.  Any such proxy
shall be delivered to the secretary of such meeting at or prior to the time
designated in the order of business for so delivering such proxies.  Each such
proxy shall be in writing and executed by the stockholder or his duly
authorized attorney-in-fact, but no such proxy shall be voted after three
years from its date unless such proxy provides for a longer period.  A duly
executed proxy shall be irrevocable if it states that it is irrevocable and if,
and only as long as, it is coupled with an interest sufficient in law to
support an irrevocable power.  A proxy may be made irrevocable regardless of
whether the interest with which it is coupled is an interest in the stock
itself or an interest in the Corporation generally.

SECTION 10.      List of Stockholders.

A complete list of the stockholders entitled to vote at any meeting, arranged
in alphabetical order, with the address of each, and the number of shares held
by each, shall be prepared, or shall be caused to be prepared, by the Secretary
and shall be open to examination of any stockholder, for any purpose germane to
the meeting, during ordinary business hours, for a period of at least ten days
prior to the meeting, either at a place within the city in which the meeting is
to be held, which place shall be specified in the notice of the meeting, or, if
not so specified, at the place where the meeting is to be held.  The list shall
also be produced and kept at the place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.  The stock
ledger shall be the only evidence as to the stockholders entitled to examine
the stock ledger, the list required by these Restated By-Laws or the books of
the Corporation, or to vote in person or by proxy at any meeting of the
stockholders.

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SECTION 11.      Voting by Fiduciaries, Pledgors and Joint Owners.

Persons holding stock in a fiduciary capacity shall be entitled to vote the
shares so held.  Persons whose stock is pledged shall be entitled to vote,
unless in the transfer by the pledgor on the books of the Corporation he has
expressly empowered the pledgee to vote thereon, in which case only the
pledgee, or his proxy, may represent such stock and vote thereon.

If shares or other securities having voting power stand of record in the names
of two or more persons, whether fiduciaries, members of a partnership, joint
tenants, tenants-in-common, tenants by the entirety or otherwise, or if two or
more persons have the same fiduciary relationship respecting the same shares,
unless the Secretary is given written notice to the contrary and is furnished
with a copy of the instrument or order appointing them or creating the
relationship wherein it is so provided, their acts with respect to voting shall
have the following effect:

         (a)     if only one votes, his act binds all;

         (b)     if more than one votes, the act of the majority so voting
                 binds all;

         (c)     if more than one votes, but the vote is evenly split on any
                 particular matter, each faction may vote the securities in
                 question proportionally, or any person voting the shares, or a
                 beneficiary, if any, may apply to the Court of Chancery or
                 such other court as may have jurisdiction to appoint an
                 additional person to act with the persons so voting the
                 shares, which shall then be voted as determined by a majority
                 of such persons and the person appointed by the Court. If the
                 instrument so filed shows that any such tenancy is held in
                 unequal interest, a majority or even-split for the purpose of
                 this paragraph shall be a majority or even-split in interest.

SECTION 12.      Consent of Stockholders in Lieu of Meeting.

Unless otherwise provided by the Restated Certificate of Incorporation, any
action required or permitted to be taken at any annual or special meeting of
stockholders of the Corporation may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by all of the holders of outstanding stock.

                                  ARTICLE III

                               BOARD OF DIRECTORS

SECTION 1.       General Powers.

The business and affairs of the Corporation shall be managed by or under the
direction of a Board of Directors, which may exercise all such authority and
powers of the Corporation and do all such lawful acts and things as are not by
statute, by the Restated Certificate of Incorporation or by these Restated
By-Laws directed or required to be exercised or done by the stockholders or
such other persons as provided therein.

SECTION 2.       Number of Directors.

The number of Directors shall be determined from time to time by resolution of
the Board of Directors in accordance with the terms of the Restated Certificate
of Incorporation.

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SECTION 3.       Resignations.

Any Director may resign at any time upon written notice to the Board of
Directors, the President or the Secretary. Any such resignation shall take
effect at the time specified therein or, if the time when it shall become
effective shall not be specified therein, immediately upon its receipt thereof
by the Board of Directors or by any such officer.

SECTION 4.       Annual Meetings.

The annual meeting of the Board of Directors for the purpose of organizing the
Board, appointing officers and members of committees and transacting other
business, shall be held immediately following the annual meeting of the
stockholders at the same place where such meeting of stockholders shall be
held.  No notice shall be required for any such meeting if held immediately
after the adjournment, and at the site, of the meeting of the stockholders. If
not so held, notice shall be given in the same manner as required for special
meetings of the Board of Directors.

SECTION 5.       Regular Meetings.

Additional regular meetings of the Board may be held without notice at such
time and place (within or without the State of Delaware) as shall from time to
time be determined by the Board of Directors.

SECTION 6.       Special Meetings.

Special meetings of the Board may be called at any time by the Chairman of the
Board, the Vice Chairman, the President or any Vice President or by two or more
Directors and shall be held at such time and place (within or without the State
of Delaware) as may be fixed by the person or persons calling the meeting;
provided, however, that the time so fixed shall permit the giving of notice as
provided in Section 7 of this Article III.

SECTION 7.       Notice of Special Meetings.

Notice of the time and place of each special meeting of the Board of Directors
shall be mailed, postage prepaid to each director, addressed to him at his
address as it appears on the records of the Corporation, by first-class mail,
at least three days before the day on which such meeting is to be held, or
shall be sent addressed to him at such place by telegraph, telex, cable or
wireless, or be delivered to him personally or by telephone, no later than the
day before the day on which the meeting is to be held, and the method used for
notice of such special meeting need not be the same for each Director being
notified.  Except as otherwise required by law, the Restated Certificate of
Incorporation or these Restated By-Laws, such notice need not state the purpose
or purposes of such meeting thereof.

SECTION 8.       Organization.

The Chairman of the Board shall preside over all meetings of the Board of
Directors at which he is present.  In his absence or inability to act, the most
senior Vice Chairman present at the meeting shall preside.  In the absence or
inability to act of the Chairman or any Vice Chairmen, the Board of Directors
shall select a chairman of the meeting from among the Directors present.  The
Secretary or, in his absence or inability to act, an Assistant Secretary, or in
his absence or inability to act, another Director selected by the Board shall
act as secretary of the meeting and keep the minutes thereof; if no such person
is present or has been chosen, the holders of record of a majority of shares of
stock present in person or represented by proxy and entitled to vote at the
meeting shall choose any person present to act as secretary of the meeting.

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SECTION 9.       Quorum.

At all meetings of the Board of Directors the presence in person of one-third
of the total number of Directors constituting the entire Board of Directors,
whether then in office or not, shall be necessary and sufficient to constitute
a quorum for the transaction of any business by the Board of Directors at such
meeting, except as otherwise provided by law, the Restated Certificate of
Incorporation or these Restated By-Laws.  At any meeting of the Board of
Directors, no action shall be taken (except adjournment, in the manner provided
below) until after a quorum has been established, except as otherwise provided
by law, the Restated Certificate of Incorporation or these Restated By-Laws.

Except as otherwise provided by law, the Restated Certificate of Incorporation
or these Restated By-Laws, the act of a majority of Directors who are present
at a meeting at which a quorum previously has been established (or at any
adjournment of such meeting, provided that a quorum shall have previously been
established at such adjourned meeting) shall be the act of the Board of
Directors, regardless of whether or not a quorum is present at the time such
action is taken.  In determining the number of directors who are present at the
time any such action is taken, any Director who is in attendance at such
meeting but who, for just cause, is disqualified to vote on such matter, shall
not be considered as being present at the time of such action for the purpose
of establishing the number of votes required to take action on any matter
submitted to the Board of Directors, but shall be considered as being present
for purposes of determining the existence of a quorum.

In the event a quorum cannot be established at the beginning of a meeting, a
majority of the Directors present at the meeting, or the Secretary of the
Corporation, if there be no Director present, may adjourn the meeting from time
to time until a quorum be present.  Only such notice of such adjournment need
be given as the Board of Directors may from time to time prescribe.

SECTION 10.      Regulations.

The Board of Directors may adopt such rules and regulations for the conduct of
its meetings and for the management of the business and affairs of the
Corporation as it may deem proper and not inconsistent with law, the Restated
Certificate of Incorporation and these Restated By-Laws.

SECTION 11.      Written Consent in Lieu of Meeting.

Any action required or permitted to be taken at any meeting of the Board of
Directors may be taken without a meeting if all members of the Board then in
office consent thereto in writing, provided that the number of such members is
sufficient to constitute a quorum for such action, and the writing or writings
are filed with the minutes of proceedings of the Board of Directors.

SECTION 12.      Telephonic Participation.

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

SECTION 13.      Compensation.

Directors shall be entitled to such compensation for their services as
Directors and to such reimbursement for any reasonable expense incurred in
attending meetings of the Board of Directors as may from time to time be fixed
by the Board of Directors.  The compensation of Directors may be on such basis
as is determined by the Board of Directors.  Any Director may waive
compensation for any meeting. Any Director receiving compensation under these
provisions

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shall not be barred from serving the Corporation in any other capacity and
receiving compensation and reimbursement for reasonable expenses for such other
services.

                                   ARTICLE IV

                                   COMMITTEES

SECTION 1.       Executive Committee.

The Board of Directors may appoint an Executive Committee consisting of one or
more Directors, one of whom shall be designated as Chairman of the Executive
Committee.  Each member of the Executive Committee shall continue as a member
thereof until the expiration of his term as a Director or his earlier
resignation or removal as a member of the Executive Committee or as a Director
or until his death.

SECTION 2.       Powers.

The Executive Committee shall have and may exercise all the powers and
authority of the Board of Directors in the management of the business and
affairs of the Corporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it; but shall not have power or
authority in reference to the following matters:  (i) approving or adopting, or
recommending to the stockholders, any action or matter expressly required by
the Delaware General Corporation Law to be submitted to stockholders for
approval or (ii) adopting, amending or repealing any by-law of the Corporation.

SECTION 3.       Procedure and Meetings.

The Executive Committee shall fix its own rules of procedure and shall meet at
such times and at such place or places as may be provided by such rules or as
the members of the Executive Committee shall fix.  The Executive Committee
shall keep minutes of its meetings, which it shall deliver to the Board of
Directors from time to time.  The Chairman of the Executive Committee or, in
his absence, a member of the Executive Committee chosen by a majority of the
members present shall preside at meetings of the Executive Committee, and the
Secretary, or in his absence, an Assistant Secretary, or in his absence another
member of the Executive Committee chosen by the Executive Committee, shall act
as secretary of the Executive Committee.

SECTION 4.       Quorum.

A majority of the Executive Committee shall constitute a quorum for the
transaction of business, and the affirmative vote of a majority of the members
present at any meeting at which there is a quorum shall be required for any
action of the Executive Committee; provided, however, that when an Executive
Committee of one member is authorized under the provisions of Section 1 of this
Article, that one member shall constitute a quorum.

SECTION 5.       Other Committees.

The Board of Directors may appoint such other committee or committees as it
shall deem advisable and with such rights, powers, and authority as it shall
prescribe.  Each such committee shall consist of one or more Directors.  Unless
otherwise provided by the Board of Directors, a majority of the members of each
such other committee shall constitute a quorum, and the acts of a majority of
the members present at a meeting at which a quorum is present shall be the act
of such committee.

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SECTION 6.       Vacancies; Committee Changes.

In the absence or disqualification of a member of any committee, the member or
members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the place of any such
absent or disqualified member.

The Board of Directors shall have the power at any time to fill vacancies in,
to change the membership of, and to discharge, any committee or any member of
any committee.

SECTION 7.       Compensation.

Members of any committee shall be entitled to such compensation for their
services as members of the committee and to such reimbursement for any
reasonable expenses incurred in attending committee meetings as may from time
to time be fixed by the Board of Directors.  Any committee member may waive
compensation for any meeting.  Any committee member receiving compensation
under these provisions shall not be barred from serving the Corporation in any
other capacity and from receiving compensation and reimbursement of reasonable
expenses for such other services.

SECTION 8.       Telephonic Participation.

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

SECTION 9.       Action by Consent.

Any action required or permitted to be taken at any meeting of any committee of
the Board of Directors may be taken without a meeting if a written consent
thereto shall be signed by all members of the committee then in office,
provided that the number of such members is sufficient to constitute a quorum
for such action, if any, and such written consent is filed with the minutes of
its proceedings.

                                   ARTICLE V

                                    NOTICES

SECTION 1.       Waiver of Notice.

Whenever any notice is required to be given by law, the Restated Certificate of
Incorporation or these Restated By-Laws, a written waiver thereof; signed by
the person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to such notice.  Neither the
business to be transacted at,  nor the purpose of any regular or special
meeting of stockholders, any meeting of other securityholders, the Board of
Directors, or any committee of the Board of Directors need be specified in any
written waiver of notice unless so required by law, the Certificate of
Incorporation or these Restated By-Laws.

SECTION 2.       Attendance at Meeting.

Attendance of a person at any meeting, whether of stockholders or other
securityholders (in person or by proxy), or the Board of Directors or any
committee of the Board of Directors, shall constitute a waiver of notice of
such meeting, except when such person attends such meeting for

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the express purpose of objecting, and objects, at the beginning of the meeting,
to  the transaction of any business on the ground that the meeting is not
legally called or convened.

                                   ARTICLE VI

                                    OFFICERS

SECTION 1.       Number and Qualifications.

The officers of the Corporation shall include the Chairman, one or more Vice
Chairmen, the President, one or more Vice Presidents, a Treasurer, and a
Secretary and such other officers as may be elected or appointed in accordance
with the provisions of Section 2 of this Article VI.  Any number of offices,
except the offices of President and Secretary, may be held by the same person.

SECTION 2.       Selection, Term of Office and Qualification.

The officers shall be elected from time to time by the Board of Directors at
its first regular meeting after each annual meeting of stockholders.  Each
officer shall hold his office until his successor is elected and qualified or
until he shall resign in the manner provided in Section 3 of this Article VI,
or until he shall have been removed in the manner provided in Section 4 of this
Article VI, or until his death.  Other officers, including without limitation
one or more Assistant Treasurers and one or more Assistant Secretaries shall be
chosen in such manner, hold office for such period, have such authority,
perform such duties and be subject to removal as may be prescribed by the Board
of Directors.

SECTION 3.       Resignations.

Any officer may resign at any time upon written notice to the Board of
Directors, the President or the Secretary.  Any such resignation shall take
effect at the time specified therein or, if the time when it shall become
effective shall not be specified therein, immediately upon its receipt thereof
by the Board of Directors or any such officer.

SECTION 4.       Removal.

Any officer may be removed at any time, either with or without cause, by the
Board of Directors; and any officer not elected by the Board of Directors may
be removed in such manner as may be determined by the Board of Directors.
Removal from office however, shall not prejudice the contract rights, if any,
of the person removed except as provided in such contract.

SECTION 5.       Vacancies.

Any vacancy occurring in any office of the Corporation which is required by
Section 2 of this Article VI to be elected by the Board of Directors, whether
by death, resignation, removal or otherwise, shall be filled for the unexpired
portion of the term by the Board of Directors. A vacancy in any other office
shall be filled in such manner as may be determined by the Board of Directors.

SECTION 6.       Chairman.

The Chairman shall be the chief executive officer of the Corporation and,
subject to the direction of the Board of Directors, shall have general charge
of the business, affairs and property of the Corporation and general
supervision over its other officers and agents and shall see that all orders
and resolutions of the Board of Directors are carried into effect.

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SECTION 7.       Vice Chairman.

The Vice Chairman or, in the event there be more than one, the Vice Chairmen in
the order designated, or in the absence of any designation, in the order of
their seniority, shall have such powers and perform such duties as may from
time to time be assigned to him by the Board of Directors and shall report to
the Chairman, subject to the control of the Board of Directors.

SECTION 8.       The President.

The President shall be chief operating officer of the Corporation and shall
have, subject to the control of the Chairman and the Board of Directors,
general and active management of the business of the Corporation and the
general and active supervision and direction over the business operations and
affairs of the Corporation and over its several officers, agents and employees.
He shall, unless also a Director, be an ex officio member of all committees of
the Board. In general, he shall have such other powers and shall perform such
other duties as usually pertain to the office of President or as from time to
time may be assigned to him by the Board or these By-Laws.

SECTION 9.       Vice President.

The Vice President or, in the event there be more than one, the Vice Presidents
in the order designated, or in the absence of any designation, in the order of
their seniority, shall have such powers and perform such duties as from time to
time may be assigned to him by the Board.

SECTION 10.      The Treasurer and Assistant Treasurers.

The Treasurer shall:

         (a)     have charge and custody of, and be responsible for, all the
                 funds and securities of the Corporation;

         (b)     keep full and accurate accounts of receipts and disbursements
                 in books belonging to the Corporation;

         (c)     cause all moneys and other valuables to be deposited to the
                 credit of the Corporation in such depositories as may be
                 designated by the Board of Directors;

         (d)     receive, and give receipts for moneys due and payable to the
                 Corporation from any source whatsoever;

         (e)     disburse the funds of the Corporation and supervise the
                 investment of its funds as ordered or authorized by the Board
                 of Directors, taking proper vouchers therefor;

         (f)     render to the President and the Board of Directors at the
                 regular meetings of the Board, or whenever they may request
                 it, an account of all his transactions as Treasurer and of the
                 financial condition of the Corporation; and

         (g)     in general, have all the powers and perform all the duties
                 incident to the office of Treasurer and such other duties as
                 from time to time may be assigned to him by the Board of
                 Directors or the President.

The Assistant Treasurer or Assistant Treasurers, if any, shall in the absence
or disability of the Treasurer or at his request, perform his duties and
exercise his powers and authority as may be assigned to him by the Board of
Directors or the President.

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SECTION 11.      The Secretary and Assistant Secretaries.

The Secretary shall:

         (a)     attend all meetings of the Board of Directors, any committee
                 of the Board of Directors, stockholders and other
                 securityholders and record all votes and the proceedings of
                 such meetings in minute books to be kept by him for that
                 purpose;

         (b)     see that all notices are duly given in accordance with the
                 provisions of these By-Laws and as required by law;

         (c)     be custodian of the records and the seal of the Corporation
                 and affix and attest the seal to all stock certificates of the
                 Corporation (unless the seal of the Corporation on such
                 certificates shall be a facsimile, as hereinafter provided)
                 and affix and attest the seal to all other documents to be
                 executed on behalf of the Corporation under its seal;

         (d)     see that the books, reports, statements, certificates and
                 other documents and records required by law to be kept and
                 filed are properly kept and filed; and

         (e)     in general, have all the powers and perform all the duties
                 incident to the office of Secretary and such other duties as
                 from time to time may be assigned to him by the Board of
                 Directors or the President.

The Assistant Secretary or Assistant Secretaries, if any, shall, in the absence
or disability of the Secretary or at his request, perform his duties and
exercise his powers and authority as may be assigned to him by the Board of
Directors or the President.

SECTION 12.      Compensation.

The compensation of all officers of the Corporation shall be fixed from time to
time by the Board of Directors; no officer of the Corporation shall be
prevented from receiving compensation because he is also a Director of the
Corporation.

                                  ARTICLE VII

                          CAPITAL STOCK AND DIVIDENDS

SECTION 1.       Stock Certificates for Shares.

Certificates for shares of the capital stock of the Corporation shall be in
such form, not inconsistent with the Restated Certificate of Incorporation, as
shall be approved by the Board of Directors and shall be signed by or in the
name of the corporation by the Chairman or by the President or a Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, provided that the signatures of any such officers
thereon may be facsimiles.  The seal of the Corporation shall be impressed, by
original or by facsimile, printed or engraved, on all such certificates.  A
certificate may also be signed by the transfer agent and a registrar as the
Board of Directors may determine, and in such case the signature of the
transfer agent or the registrar may also be facsimile, engraved or printed.  In
case any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon such certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, it may
nevertheless be issued by the Corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

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SECTION 2.       Stock Records.

The Corporation shall keep at such place or places, within or without the State
of Delaware, as the Board of Directors may from time to time determine, the
stock record books in which shall be recorded the number of shares issued, the
names of the owners of the shares, the number owned by them respectively, and
the transfer of such shares with the date of transfer.  Blank stock certificate
books shall be kept by the Secretary or by any officer or agent designated by
the Board.

SECTION 3.       Registration of Transfers.

Registration of transfer of certificates representing shares of stock of the
Corporation shall he effected only on the books of the Corporation only upon
authorization by the registered holder thereof, or by his attorney authorized
by power of attorney duly executed and filed with the Secretary or with a
designated transfer agent or transfer clerk, and upon surrender to the
Corporation or any transfer agent of the Corporation of the certificate or
certificates being transferred, which certificate shall be properly endorsed or
accompanied by a duly executed stock transfer power and the payment of all
taxes thereon.  Whenever a certificate is endorsed by or accompanied by a stock
power executed by someone other than the person or persons named in the
certificate, evidence of authority to transfer shall also be submitted with the
certificate.  Whenever any transfers of shares shall be made for collateral
security and not absolutely, and both the transferor and transferee request the
Corporation to do so, such fact shall be stated in the entry of the transfer.

SECTION 4.       Determination of Stockholders.

Except as otherwise provided by law, the Corporation shall be entitled to
recognize the exclusive right of a person in whose name any share or shares
stand on the record of stockholders as the owner of such share or shares for
all purposes, including, without limitation, the rights to receive dividends or
other distributions, and to vote as such owner, the Corporation may hold any
such stockholder of record liable for calls and assessments and the Corporation
shall not be bound to recognize any equitable or legal claim to or interest in
any such share or shares on the part of any other person whether or not it
shall have express or other notice thereof.

SECTION 5.       Regulations Governing Issuance and Transfers of Shares.

The Board of Directors shall have the power and authority to make all such
rules and regulations, not inconsistent with these Restated By-Laws, as it may
deem expedient concerning the issue, transfer and registration of certificates
for shares of stock of the Corporation.  It may appoint, or authorize any
officer or officers to appoint, one or more transfer agents or one or more
transfer clerks and one or more registrars and may require all certificates for
shares of stock to bear the signature or signatures of any of them.

SECTION 6.       Fixing of Record Date.

In order that the Corporation may determine the stockholders of record entitled
to notice of, or to vote at, any meeting of stockholders or any adjournment
thereof, or entitled to express consent to corporate action in writing without
a meeting, 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 stock or for the purpose of any other
lawful action, the Board of Directors may fix, in advance, a record date, which
shall not be more than sixty nor less than ten days before the date of such
meeting, nor more than sixty days prior to any other action.  Except as
otherwise provided by law, the Restated Certificate of Incorporation, these
Restated By-Laws or by resolution of the Board of Directors:

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

         (2)     The record date for determining stockholders entitled to
                 express consent to corporate action in writing without a
                 meeting, when no prior action by the Board of Directors is
                 necessary, shall be the day on which the first written consent
                 is expressed; and

         (3)     The record date for determining stockholders for any other
                 purpose shall be at the close of business on the day on which
                 the Board 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 may fix a new record date for the adjourned
meeting.

SECTION 7.       Lost, Stolen or Destroyed Stock Certificates.

The holder of any certificates representing shares of stock of the Corporation
shall immediately notify the Corporation of any loss, theft, destruction or
mutilation of such certificate, and the Board of Directors may authorize the
issuance of a new certificate of stock in lieu thereof upon satisfactory proof
of such loss, theft or destruction upon the giving of an open penalty bond with
surety satisfactory to the Treasurer and the Corporation's counsel, to protect
the Corporation or any person injured on account of the alleged loss, theft or
destruction of any such certificate or the issuance of a new certificate from
any liability or expense which it or they may incur by reason of the original
certificates remaining outstanding and upon payment of the Corporation's
reasonable costs incident thereto.

SECTION 8.       Dividends and Reserves.

Subject to the provisions of law or of the Restated Certificate of
Incorporation, the Board of Directors may, out of funds available therefor at
any regular or special meeting, declare dividends upon the capital stock of the
Corporation as and when they deem expedient.  Before declaring any dividend
there may be set apart out of any funds of the Corporation available for
dividends, such sum or sums as the Board may from time to time in their
discretion deem proper as a reserve fund for working capital, to meet
contingencies, or for equalizing dividends, or for the purpose of repairing,
maintaining or increasing the property or business of the Corporation, or for
such other purposes as the Board shall deem to be in the best interests of the
Corporation.  The Board may, in its discretion, modify or abolish any such
reserve at any time.

                                  ARTICLE VLII

                               GENERAL PROVISIONS

SECTION 1.       Execution of Contracts, Papers and Documents.

Except as otherwise required by law, the Restated Certificate of Incorporation
or these Restated By-Laws, any contract or other instrument may be executed and
delivered in the name and on behalf of the Corporation by such officers or
employees of the Corporation as the Board may from time to time determine, or
in the absence of such determination, by the Chairman or the President.  Such
authority may be general or confined to specific instances as the Board may
determine.  Unless authorized by the Board or expressly permitted by these
Restated By-Laws, no officer or

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agent or employee shall have any power or authority to bind the Corporation by
any contract or engagement or to pledge its credit or to incur a pecuniary
liability for any purpose.

SECTION 2.       Voting Shares in Other Corporations.

The Corporation may vote any and all shares of stock and other securities
having voting rights which may at any time and from time to time be held by it
in any other corporation or corporations and such vote may be cast either in
person or by proxy by such officer of the Corporation as the Board of Directors
may appoint or, in the absence of such appointment, by the Chairman or
President.

SECTION 3.       Checks, Drafts, etc.

All checks, drafts, bills of exchange or other orders for the payment of money
out of the funds of the Corporation, and all notes or other evidences of
indebtedness of the Corporation, shall be signed in the name and on behalf of
the Corporation by such persons and in such manner as shall from time to time
be authorized by the Board.

SECTION 4.       Books, Accounts and Other Records.

Except as otherwise provided by law, the books, accounts and other records of
the Corporation shall be kept at such place or places, within or without the
State of Delaware, as the Board of Directors may from time to time designate.

SECTION 5.       Corporate Seal.

The Board of Directors shall provide a suitable seal which shall bear the name
of the Corporation, the year of incorporation and shall include the words
"Corporate Seal, Delaware."  Said seal shall be in the custody of the Secretary
of the Corporation, and may provide for one or more duplicates thereof to be
kept in the custody of such other officer or officers of the Corporation as the
Board may prescribe.

SECTION 6.       Fiscal Year.

Following the fiscal year ended September 30, 1997, the fiscal year of the
Corporation shall be a period of twelve (12) calendar months beginning January 1
and ending on December 31 in the next succeeding year.

                                   ARTICLE IX

                    TRANSACTIONS WITH DIRECTORS AND OFFICERS

SECTION 1.       Affiliated Transactions.

No contract or transaction between the Corporation and one or more of its
directors or officers. or between the Corporation and any other corporation,
partnership, association, or other organization in which one or more of its
Directors of officers are directors or officers or have a financial interest,
shall be void or voidable solely for this reason, or solely because the
Director or officer is present at or participates in the meeting of the Board
of Directors or committee thereof that authorizes the contract or transaction
or solely because his or their votes are counted for such purpose, if:

         (a)     The material facts as to his relationship or interest and as
                 to the contract or transaction are disclosed or are known to
                 the Board of Directors or the committee, and the Board of
                 Directors or committee in good faith authorizes the

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                 contract or transaction by the affirmative vote of a majority
                 of the disinterested Directors, even though the disinterested
                 Directors be less than a quorum;  or

         (b)     The material facts as to his relationship or interest and as
                 to the contract or transaction are disclosed or are known to
                 the stockholders entitled to vote thereon, and the contract or
                 transaction is specifically approved in good faith by the vote
                 of the stockholders; or

         (c)     The contract or transaction is fair to the Corporation as of
                 the time it is authorized, approved, or ratified by the Board
                 of Directors, a committee thereof, or the stockholders.

SECTION 2.       Determining Quorum.

Common or interested Directors may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or of a committee thereof which
authorized the contract or transaction.

                                   ARTICLE X

                              ANTITAKEOVER STATUTE

The Corporation hereby expressly elects not to be governed by Subchapter VI,
Chapter 1, Title 8, Section 203 of the Delaware Code relating to the General
Corporation Law of the State of Delaware, entitled "Business Combinations with
Interested Stockholders".

                                   ARTICLE XI

                                   AMENDMENT

The power to adopt, amend or repeal these Restated By-Laws shall be in the
stockholders entitled to vote and may be exercised by the affirmative vote of a
majority of the stock issued and outstanding and entitled to vote thereat at
any annual meeting of the stockholders or at any special meeting thereof if
notice of the proposed amendment or repeal be contained in the notice of such
special meeting.  Such power shall also be conferred upon the directors and may
be exercised by the affirmative vote of a majority of the Board at any regular
meeting of the Board or at any special meeting of the Board if notice of the
proposed amendment or repeal be contained in the notice of such special
meeting, but the fact that such power has been so conferred upon the directors
shall not divest the stockholders of the power, nor limit their power to adopt,
amend or repeal these By-Laws.

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