<PAGE>
                                                                     EXHIBIT 3.2

                   BY-LAWS OF LYONDELL PETROCHEMICAL COMPANY
 (amended and restated as of March 1, 1997 for electronic SEC filing purposes
                                     only)


                                   ARTICLE I
                                   ---------

                                 STOCKHOLDERS
                                 ------------


     Section 1.1.  Annual Meeting.  The Board of Directors by resolution shall
     -----------   --------------                                             
designate the time, place and date (which shall be not more than 13 months after
the date of the last annual meeting of stockholders) of the annual meeting of
stockholders for the election of directors and transactions of such other
business as may come before it.

     Section 1.2.  Notice.  Written notice stating the place, day and hour of
     -----------   ------                                                    
each meeting of stockholders and, in the case of a special meeting, the purpose
or purposes for which the meeting is called, shall be mailed either by the
Secretary, or, in the case of a special meeting called by the stockholders in
accordance with Article V of the Certificate of Incorporation, by the applicable
stockholders, at least ten days and not more than sixty days before the meeting
to each stockholder of record entitled to vote at the meeting to his address
appearing on the books of the Company.

     Section 1.3. Special Meeting.  Special meetings of stockholders of the
     -----------  ---------------                                          
Company may be called only as set forth in Article V of the Restated Certificate
of Incorporation of the Company.  At any special meeting of stockholders, only
such business shall be conducted as shall have been set forth in the notice of
special meeting.

     Section 1.4.  Notification of Stockholder Business.  At any annual or
     -----------   ------------------------------------                   
special meeting of stockholders, there shall be conducted only such business as
shall have been brought before the meeting (a) by or at the direction of the
Board of Directors or (b) by any stockholder of the Company who is a stockholder
of record at the time of the giving of the stockholder's notice provided for in
this Section 1.4, who shall be entitled to vote at such meeting and who complies
with the notice procedure set forth in this Section 1.4.   For business to be
properly brought before a meeting by a stockholder, the stockholder must have
given timely notice thereof in writing to the Secretary of the Company.  To be
timely, a stockholder's notice must be delivered to or mailed and received at
the principal office of the Company not later than 90 days in advance of such
meeting; provided, however, that in the event that the date of the meeting was
not publicly announced by a mailing to stockholders, in a press release reported
by the Dow Jones News Services, Associated Press or comparable national news
service or in a filing with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Securities Exchange Act of 1934 more than 90 days
prior to the meeting, such notice, to be timely, must be delivered to the Board
of Directors not later than the close of business on the tenth day following the
day on which the date of the meeting was first so publicly announced.  A
stockholder's notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the annual or special meeting (a) a brief
description of the business desired to be brought before the meeting and the
reasons for conducting such business at the meeting and, in the event that such
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business includes a proposal regarding the amendment of the By-Laws of the
Company, the language of the proposed amendment; (b) the name and address, as
they appear on the Company's books, of the stockholder intending to propose such
business; (c) a representation of the stockholder as to the class and number of
shares of capital stock of the Company which are beneficially owned by the
stockholder, and the stockholder's intent to appear in person or by proxy at the
meeting to present such business; and (e) any material interest of such
stockholder in such proposal or business.

     Notwithstanding anything in these By-laws to the contrary, no business
shall be conducted at any meeting of the stockholders except in accordance with
the procedures set forth in this Article I.  The chairman of any annual or
special meeting shall, if the facts warrant, determine and declare to the
meeting that (i) the business proposed to be brought before the meeting was not
a proper subject therefor and/or (ii) such business was not properly brought
before the meeting in accordance with the provisions of this Article I, and, if
he should so determine, he shall so declare to the meeting and any such business
not properly brought before the meeting or not a proper subject therefor shall
not be transacted.

     Section 1.5.  Quorum.  The presence, in person or by proxy, of stockholders
     -----------   ------                                                       
entitled to cast at least a majority of the votes which all stockholders are
entitled to cast on a particular matter shall constitute a quorum for the
purpose of considering such matter at a meeting of stockholders.  If a quorum is
not present in person or by proxy, those present may adjourn from time to time
to reconvene at such time and place as they may determine without further notice
to the stockholders.

     Section 1.6.  Record Dates.  The Board of Directors may fix a time not less
     -----------   ------------                                                 
than ten and not more than sixty days prior to the date of any meeting of
stockholders as a record date and not more than sixty days prior to the date
fixed for the payment of any dividend or distribution, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
shares will be made or go into effect, as a record date for the determination of
the stockholders entitled to notice of and to vote at such meeting, a to receive
payment of any such dividend or distribution, or to receive any such allotment
of rights, or to exercise the rights in respect to any such change, conversion
or exchange of shares or for the purpose of any other lawful action.  In such
case, only such stockholders as shall be stockholders of record at the close of
business on the date so fixed shall be entitled to notice of or to vote at such
meeting, or to receive payment of such dividend or distribution, or to receive
such allotment of rights, or to exercise such rights in respect to any change,
conversion or exchange of shares, as the case may be, notwithstanding any
transfer of any shares on the books of the Company after the record date fixed
as aforesaid.

     Section 1.7.  Voting Rights of Stockholders and Proxies.  Each stockholder
     -----------   -----------------------------------------                   
of record entitled to vote in accordance with the laws of the State of Delaware,
the Certificate of Incorporation or these By-Laws, shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of
stock entitled to vote standing in his name on the books of the Company, but no
proxy shall be voted on after three years from its date, unless the proxy
provides for a longer period.

     Section 1.8.  Stockholder Actions by Written Consent.  Any action required
     -----------   --------------------------------------                      
or permitted to be taken by the holders of the stock of the Company may be
effected without a meeting of 

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stockholders by consent in writing by such holders in accordance with this
Section 1.8. In order that the Company may determine the stockholders 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 days after the date upon
which the resolution fixing the record date is adopted by the Board of
Directors. Any stockholder of record seeking to have the stockholders authorize
or take corporate action by written consent, including without limitation the
call of a special meeting of stockholders, shall, by written notice to the
Secretary, request the Board of Directors to fix a record date. The Board of
Directors shall promptly, but in all events within ten days after the date on
which such a request is received, adopt a resolution fixing the record date. If
no record date has been fixed by the Board of Directors within ten days after
the date on which such a request is received, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting, when no prior action by the Board of Directors is required by
applicable law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
Company by delivery to its registered office in the State of Delaware, its
principal place of business, or any officer or agent of the Company having
custody of the book in which proceedings of stockholders meetings are recorded.
Delivery shall be by hand or by certified or registered mail, return receipt
requested. If no record date has been fixed by the Board of Directors and prior
action by the Board of Directors is required by applicable law, the record date
for determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the date on which the
Board of Directors adopts the resolution taking such prior action.

     In the event of the delivery to the Company of a written consent or
consents purporting to authorize or take corporate action and/or related
revocations (each such written consent and related revocation is referred to in
this paragraph as a "Consent"), the Secretary of the Company shall provide for
the safe-keeping of such Consent and shall conduct such reasonable investigation
as he deems necessary or appropriate for the purpose of ascertaining the
validity of such Consent and all matters incident thereto, including, without
limitation, whether stockholders having the requisite voting power to authorize
or take the action specified in the Consent have given consent; provided,
however, that if the corporate action to which the Consent relates is the
removal or replacement of one or more members of the Board of Directors, the
Secretary of the Company shall designate two persons, who shall not be members
of the Board of Directors or officers or employees of the Company, to serve as
Inspectors with respect to such Consent, and such Inspectors shall discharge the
functions of the Secretary of the Company under this paragraph.  If after such
investigation the Secretary or the Inspectors (as the case may be) shall
determine that the Consent is valid, that fact shall be certified on the records
of the Company for the purpose of recording the proceedings of meetings of the
stockholders, and the Consent shall be filed with such records, at which time
the Consent shall become effective as stockholder action.

     In conducting the investigation required by this Section 1.8, the Secretary
or the Inspectors (as the case may be) may, but are not required to (a) at the
expense of the Company, retain any necessary or appropriate professional
advisors, and such other personnel as they may deem necessary or appropriate to
assist them and (b) allow any officers and representatives of the 

                                       3
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Company, stockholders soliciting consents or revocations, and any other
interested parties to propose challenges and pose questions relating to the
preliminary results of such investigation following the availability of such
preliminary results.


                                  ARTICLE II
                                  ----------

                                   DIRECTORS
                                   ---------


     Section 2.1.  Management of Business.  The business of the Company shall be
     -----------   ----------------------                                       
managed by its Board of Directors.

     Section 2.2.  Number.  The number of directors constituting the entire
     -----------   ------                                                  
Board of Directors shall be such number as shall be fixed from time to time by
resolution of the Board of Directors.  Any such action by the Board of Directors
shall require the vote of a majority of the Board of Directors then in office.

     Section 2.3.  Age Qualification.  No person who has reached seventy-two
     -----------   -----------------                                        
years of age prior to January 1 of any year shall be elected or re-elected a
director in any year.

     Section 2.4.  (a)  Election and Term.  The directors shall be elected at
     -----------        -----------------                                    
the annual meeting of the stockholders, and each director shall be elected to
hold office until his successor shall be elected and qualified, or until his
earlier resignation or removal.

     Section 2.4.  (b) Notification of Nominations.  Except for directors
     -----------       ---------------------------                       
selected by or pursuant to the provisions of Section 2.6 hereof, only
individuals nominated for election to the Board of Directors pursuant to and in
accordance with the provision of this Section 2.4(b) may be elected to and may
serve upon the Board of Directors of the Company.  Subject to the rights of
holders of any class or series of stock of the Company having a preference over
the Common Stock as to dividends or upon liquidation to elect directors under
specified circumstances, nominations for the election of directors may be made
(i) by the Board of Directors or (ii) by any stockholder of the Company who is a
stockholder of record at the time of the giving of the stockholder's notice
provided for in this Section 2.4(b), who is entitled to vote in the election of
directors generally and who complies with the notice procedure set forth in this
Section 2.4(b).  For a nomination to comply with the notice provisions of this
Section 2.4(b), the stockholder must have given timely notice thereof in writing
to the Secretary of the Company.  To be timely a stockholder's notice must be
delivered to or mailed and received at the principal office of the Company not
later than 90 days in advance of such meeting; provided, however, that in the
event that the date of the meeting was not publicly announced by a mailing to
stockholders, in a press release reported by the Dow Jones News Services, the
Associated Press or a comparable national news service or in a filing with the
Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the
Securities Exchange Act of 1934 more than 90 days prior to the meeting, such
notice, to be timely, must be delivered to the Board of Directors not later than
the close of business on the tenth day following the day on which the date of
the meeting was first so publicly announced.  A stockholder's notice to the
Secretary shall set forth (a) the name and 

                                       4
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address, as they appear on the Company's books, of the stockholder intending to
make the nomination and of the person or persons to be nominated; (b) a
representation of the stockholder as to the class and number of shares of
capital stock of the Company which are beneficially owned by the stockholder,
and the stockholder's intent to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (c) a description of all
arrangements or understandings between the stockholder and each nominee and any
other person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the stockholder; and (d) such other
information regarding each nominee proposed by such stockholder as would be
required to be included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission, had the nominee been nominated, or
intended to be nominated, by the Board of Directors. To be effective, each
notice of intent to make a nomination given hereunder shall be accompanied by
the written consent of each nominee to serve as a director of the Company if
elected.

     The chairman of any annual or special meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not properly brought
before the meeting in accordance with the provisions hereof and, if he should so
determine, he shall so declare at the meeting that such nomination was not
properly brought before the meeting and, as a result, shall not be considered.

     Section 2.5.  Resignations.  Any director of the Company may resign at any
     -----------   ------------                                                
time by giving written notice to the Company, delivered to the Secretary.  Such
resignation shall take effect at the time specified therein, if any, or if no
time is specified therein, then upon receipt of such notice by the Company; and,
unless otherwise provided therein, the acceptance of such resignation shall not
be necessary to make it effective.

     Section 2.6.  Vacancies and Newly Created Directorships.  Vacancies and
     -----------   -----------------------------------------                
newly created directorships resulting from any increase in the authorized number
of directors or any vacancy on the Board of Directors resulting from death,
resignation, disqualification, removal or other cause may be filled by a
majority of the directors then in office, though less than a quorum, or by a
sole remaining director or by the affirmative vote of the majority of all votes
entitled to be cast by holders of stock of the Company at a duly called annual
or special meeting of such holders or by consent in writing of such holders.
Any director so chosen shall hold office until his or her successor shall be
elected and qualified, or until his or her earlier resignation or removal.  When
one or more directors shall resign from the Board, effective at a future date, a
majority of the directors then in office, including those who have so resigned,
shall have power to fill such vacancy or vacancies, the vote thereon to take
effect when such resignation or resignations shall become effective, and each
director so chosen shall hold office as herein provided in the filling of other
vacancies.

     Section 2.7.  Annual Meeting.  An annual meeting of the Board of Directors
     -----------   --------------                                              
shall be held each year in conjunction with the annual meeting of stockholders,
at the place where such meeting of stockholders was held or at such other place
as the Board of Directors may determine, for the purposes of organization,
election or appointment of officers and the transaction of such other business
as shall come before the meeting.  No notice of the meeting need be given.

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     Section 2.8.  Regular Meetings.  Regular meetings of the Board of Directors
     -----------   ----------------                                             
may be held without notice at such times and at such places in Delaware or
elsewhere as the Board of Directors may determine.

     Section 2.9.  Special Meetings.  Special meetings of the Board of Directors
     -----------   ----------------                                             
may be called by the Chairman of the Board, the President or a majority of the
directors in office, to be held at such time (as will permit the giving of
notice as provided in this section) and at such place (in Delaware or elsewhere)
as may be designated by the person or persons calling the meeting.  Notice of
the place, day and hour of each special meeting shall be given to each director
by the Secretary by written notice mailed on or before the third full business
day before the meeting or by notice received personally or by other means at
least twenty-four hours before the meeting.  The notice need not refer to the
business to be transacted at the meeting.  However, whenever notice is required
to be given under these By-Laws, 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 and the attendance of a person at a meeting shall
constitute a waiver of notice of such meeting.

     Section 2.10.  Quorum of Directors.   Except as provided in Sections 2.6
     ------------   -------------------                                      
and 2.13 hereof, a majority of the directors in office shall constitute a quorum
for the transaction of business and the act of a majority of the directors
present at any meeting at which there is a quorum shall be the act of the Board
of Directors.

     A majority of the directors present, whether or not a quorum is present,
may adjourn any meeting of the directors to another time and place.  Notice of
any adjournment need not be given if such time and place are announced at the
meeting.

     Section 2.11.  Meeting by Telephone.  One or more directors may participate
     ------------   --------------------                                        
in a meeting of the Board of Directors or of a committee of the Board of
Directors by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other.

     Section 2.12.  Compensation.  Directors shall receive such compensation for
     ------------   ------------                                                
their services and expenses for attendance as shall be determined by the Board
of Directors; provided, however, that nothing herein contained shall be
construed to preclude any director from serving the Company in any other
capacity and receiving compensation therefore.

     Section 2.13.  Committees.  The Board of Directors may, by resolution
     ------------   ----------                                            
adopted by a majority of the whole board then in office, appoint an Executive
Committee of three or more directors.  To the extent provided in such
resolution, the Executive Committee shall have and may, subject to applicable
law, exercise the authority of the Board of Directors in the management of the
business and affairs of the Company (when the Board of Directors is not in
session), except that the Executive Committee shall have no power (a) to elect
directors; (b) to alter, amend or repeal these By-Laws or any resolution or
resolutions of the directors designating an Executive Committee; (c) to declare
any dividend or make any other distribution to the stockholders of the Company;
or (d) to appoint any member of the Executive Committee.  The Board of Directors
may appoint such other committees as it may deem advisable, and each such
committee shall have such authority and perform such duties as the Board of
Directors may determine.  At each meeting of the Board of 

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Directors all action taken by each committee since the preceding meeting of the
Board of Directors shall be reported to it.

     Section 2.14.  Consent Action.  Any action required or permitted to be
     ------------   --------------                                         
taken at any meeting of the Board of Directors, or any committee thereof may be
taken without a meeting if all members of the board or committee, as the case
may be, consent thereto in writing, and the writings are filed with the minutes
of proceedings of the board or the committee.


                                  ARTICLE III
                                  -----------

                              Officers and Agents
                              -------------------


     Section 3.1.  Number; Compensation.  The officers of the Company shall be
     -----------   --------------------                                       
chosen by the Board of Directors.  The officers shall be a Chairman of the
Board, a President, a Secretary, a Treasurer, and such number of Vice-
Presidents, Assistant Secretaries and Assistant Treasurers, and such other
officers, if any, as the Board of Directors may from time to time determine.
The Board of Directors may choose such other agents as it shall deem necessary.
Any number of offices may be held by the same person.  The officers shall
receive such compensation for their services as may be determined by the Board
of Directors or in a manner approved by it.

     Section 3.2.  Term.  Each officer and each agent shall hold office until
     -----------   ----                                                      
the next annual meeting of the Board of Directors or until that officer's or
agent's successor is elected or appointed and qualified or until that officer or
agent's earlier resignation or removal.

     Section 3.3.  Removal.  Any officer or agent may be removed from office at
     -----------   -------                                                     
any time by the Board of Directors with or without cause pursuant to a
resolution adopted by a majority of the whole Board then in office.

     Section 3.4.  Authority.  The officers and agents, if any, shall have the
     -----------   ---------                                                  
authority, perform the duties and exercise the powers in the management of the
Company usually incident to the offices held by them, respectively, and/or such
other authority, duties and powers as may be assigned to them from time to time
by the Board of Directors or (except in the case of the Chief Executive Officer)
by the Chairman of the Board.  In addition to the authority to perform the
duties and exercise the powers in the management of the Company usually incident
to the office held by him or her, and/or such other authority, duties and powers
as may be assigned to him or her from time to time by the Board of Directors,
the Chairman of the Board or the President, the Secretary shall record all of
the proceedings of the meetings of the stockholders and directors in a book to
be kept for that purpose.  In the absence or disability of the Secretary, an
Assistant Secretary shall have the authority and shall perform the duties of the
Secretary.

     Section 3.5.  Voting Securities Owned by the Company.  Powers of attorney,
     -----------   --------------------------------------                      
proxies, waivers of notice of meeting, consents and other instruments relating
to securities owned by the Company may be executed in the name of and on behalf
of the Company by the Chairman of the Board, the President or any Vice-President
and any such officer may, in the name of and on behalf 

                                       7
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of the Company, take all such action as any such officer may deem advisable to
vote in person or by proxy at any meeting of security holders of any corporation
in which the Company may own securities and at any such meeting shall possess
and may exercise any and all rights and powers incident to the ownership of such
securities and which, as the owner thereof, the Company might have exercised and
possessed if present. The Board of Directors may, by resolution, from time to
time confer like powers upon any other person or persons.

     Section 3.6.  Corporate Seal.  A corporate seal shall be prepared and shall
     -----------   --------------                                               
be kept in the custody of the Secretary of the Company.  The seal or a facsimile
thereof may be impressed, affixed or reproduced, and attested to by the
Secretary or an Assistant Secretary, for the authentication of documents or
instruments requiring the seal and bearing the signature of a duly authorized
officer or agent.


                                  ARTICLE IV

                                 CAPITAL STOCK
                                 -------------

     Section 4.1.  Stock Certificates.  Every holder of stock in the Company
     -----------   ------------------                                       
shall be entitled to have a certificate signed by, or in the name of the Company
by, the Chairman of the Board of Directors, or the President or a Vice-
President, and by the Secretary or an Assistant Secretary of the Company,
certifying the number of shares owned by him in the Company.  Where such
certificate is signed (1) by a transfer agent other than the Company or its
employee, or (2) by a registrar other than the Company or its employee, the
signatures of the officers of the Company may be facsimiles.  In case any
officer who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer before such certificate is
issued, it may be issued by the Company with the same effect as if he were such
officer at the date of issue.

     Section 4.2.  Transfers.  Stock of the Company shall be transferable in the
     -----------   ---------                                                    
manner prescribed by the laws of the State of Delaware.

     Section 4.3.  Registered Holders.  Prior to due presentment for
     -----------   ------------------                               
registration of transfer of any security of the Company in registered form, the
Company shall treat the registered owner as the person exclusively entitled to
vote, to receive notifications and to otherwise exercise all the rights and
powers of an owner, and shall not be bound to recognize any equitable or other
claim to, or interest in, any security, whether or not the Company shall have
notice thereof, except as otherwise provided by the laws of the State of
Delaware.

     Section 4.4.  New Certificates.  The Company shall issue a new certificate
     -----------   ----------------                                            
of stock in the place of any certificate theretofore issued by it, alleged to
have been lost, stolen or destroyed, if the owner: (1) so requests before the
Company has notice that the shares of stock represented by that certificate have
been acquired by a bona fide purchaser; (2) files with the Company a bond
sufficient (in the judgment of the Secretary) to indemnify the Company against
any claim that may be made against it on account of the alleged loss or theft of
that certificate or the issuance of a new certificate; and (3) satisfies any
other requirements imposed by the Secretary that are reasonable 

                                       8
<PAGE>
 
under the circumstances. A new certificate may be issued without requiring any
bond when, in the judgment of directors, it is proper so to do.


                                   ARTICLE V
                                   ---------

                                 MISCELLANEOUS
                                 -------------


     Section 5.1.  Indemnification.
     -----------   --------------- 

     (a)  Indemnification of Officers and Directors.  The Company shall
          -----------------------------------------                    
indemnify the officers and directors of the Company with respect to all matters
to which Section 145 of the General Corporation Law of the State of Delaware may
in any way relate, to the fullest extent permitted or allowed by the laws of the
State of Delaware, whether or not specifically required, permitted or allowed by
said Section 145.  Any repeal or modification of this Section shall not in any
way diminish any rights to indemnification of such person or the obligations of
the Company that may have previously arisen hereunder.

     (b) Non-Exclusivity of Rights.  The right to indemnification and the
         -------------------------                                       
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Section shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, the Company's
Certificate of Incorporation, any By-Law, any agreement, a vote of Company
stockholders or of disinterested Company directors or otherwise, both as to
action in that person's official capacity and as to action in any other capacity
by holding such office, and shall continue after the person ceases to serve the
Company as a director or officer or to serve another entity at the request of
the Company.

     (c) Insurance.  The Company may maintain insurance, at its expense, to
         ---------                                                         
protect itself and any director or officer of the Company or another
corporation, partnership, joint venture, trust or other enterprise against any
expense, liability or loss,whether or not the Company would have the power to
indemnify such person against such expense, liability or loss under the General
Corporation Law of Delaware.

     (d) Indemnity Agreements.  The Company may from time to time enter into
         --------------------                                               
indemnity agreements with the persons who are members of its Board of Directors,
its elected officers and with such other persons as the Board of Directors may
designate, the form of such indemnity agreements to be approved by a majority of
the Board then in office.

     (e) Indemnification of Employees and Agents of the Company.  The Company
         ------------------------------------------------------              
may, under procedures authorized from time to time by the Board of Directors,
grant rights to indemnification, and to be paid by the Company the expenses
incurred in defending any proceeding in advance of its final disposition to any
employee or agent of the Company to the fullest extent of the provisions of this
Article V.

     Section 5.2.  Fiscal Year and Annual Report.
     -----------   ------------------------------

                                       9
<PAGE>
 
     (a) Fiscal Year.  The fiscal year of the Company shall be the calendar
         -----------                                                       
year.

     (b) Annual Report.  The Board of Directors shall cause an annual report to
         -------------                                                         
be prepared and mailed to the stockholders in accordance with the rules and
regulations of the Securities and Exchange Commission and the New York Stock
Exchange.

     Section 5.3.  Offices.  The registered office of the Company in the State
     -----------   -------                                                    
of Delaware shall be at Corporation Trust Center, 1209 Orange Street, in the
City of Wilmington, County of New Castle.  The Company may also have offices at
other places within and/or without the State of Delaware.

     Section 5.4.  Waivers of Notice; Dispensing with Notice.  Whenever any
     -----------   -----------------------------------------               
notice whatever is required to be given under the provisions of the General
Corporation Law of the State of Delaware, of the Certificate of Incorporation of
the Company, or of these By-Laws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.  Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
stockholders need be specified in any written waiver of notice.

     Attendance of a person at a meeting of stockholders shall constitute a
waiver of notice of such meeting, except when the stockholder 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.

     Whenever any notice whatever is required to be given under the provisions
of the General Corporation Law of the State of Delaware, of the Certificate of
Incorporation of the Company, or of these By-Laws, to any person with whom
communication is made unlawful by any law of the United States of America, or by
any rule, regulation, proclamation or executive order issued under any such law,
then the giving of such notice to such person shall not be required and there
shall be no duty to apply to any governmental authority or agency for a license
or permit to give such notice to such person; and any action or meeting which
shall be taken or held without notice to any such person or without giving or
without applying for a license or permit to give any such notice to any such
person with whom communication is made unlawful as aforesaid, shall have the
same force and effect as if such notice had been given as provided under the
provisions of the General Corporation Law of the State of Delaware, or under the
provisions of the Certificate of Incorporation of the Company or of these By-
Laws.  In the event that the action taken by the Company is such as to require
the filing of a certificate under any of the other sections of this title, the
certificate shall state, if such is the fact and if notice is required, that
notice was given to all persons entitled to receive notice except such persons
with whom communication is unlawful.

     Section 5.5.  Amendment of Bylaws.  These By-Laws may be altered, amended
     -----------   -------------------                                        
or repealed at any meeting of the Board of Directors. Any such action shall
require a vote of the majority of the Board of Directors then in office.

     Section 5.6.  Section Headings and Statutory References.  The headings of
     -----------   -----------------------------------------                  
the Articles and 

                                       10
<PAGE>
 
Sections of these By-Laws have been inserted for convenience of reference only
and shall not be deemed to be a part of these By-Laws.


                                  ARTICLE VI
                                  ----------

                               Emergency By-laws
                               -----------------


     Section 6.1.  When Operative.  The emergency By-Laws provided by the
     -----------   --------------                                        
following sections shall be operative during any emergency resulting from an
attack on the United States, any nuclear disaster, earthquake, or other natural
disaster or during the existence of any catastrophe, as a result of which a
quorum of the Board of Directors or the Executive Committee thereof cannot be
readily convened for action notwithstanding any different provision in the
preceding sections of the By-Laws or in the Certificate of Incorporation of the
Company or in the General Corporation Law of the State of Delaware.  To the
extent not inconsistent with the emergency By-Laws, the By-Laws provided in the
preceding sections shall remain in effect during such emergency and upon the
termination of such emergency, the emergency By-Laws shall cease to be operative
unless and until another such emergency shall occur.

     Section 6.2.  Meetings.  During any such emergency:
     -----------   --------                             

     (a) Any meeting of the Board of Directors may be called by any director.
Whenever any officer of the Company who is not a director has reason to believe
that no director is available to participate in a meeting, such officer may call
a meeting to be held under the provisions of this section.

     (b) Notice of each meeting called under the provisions of this section
shall be given by the person calling the meeting or at his request by any
officer of the Company.  The notice shall specify the time and the place of the
meeting, which shall be the principal office of the Company at the time if
feasible and otherwise any other place specified in the notice.  Notice need be
given only to such of the directors as it may be feasible to reach at the time
and may be given by such means as may be feasible at the time, including
publication or radio.  If given by mail, messenger, telephone or telegram, the
notice shall be addressed to the director at his residence or business address
or such other place as the person giving the notice shall deem suitable.  In the
case of meetings called by an officer who is not a director, notice shall also
be given similarly, to the extent feasible, to the persons named on the list
referred to in part (c) of this section.  Notice shall be given at least two
days before the meeting if feasible in the judgment of the person giving the
notice and otherwise the meeting may be held on any shorter notice that he shall
deem to be suitable.

     (c) At any meeting called under the provisions of this section, the
director or directors present shall constitute a quorum for the transaction of
business.  If no director attends a meeting called by an officer who is not a
director and if there are present at least three of the persons named on a
numbered list of personnel approved by the Board of Directors before the
emergency, those present (but not more than nine appearing highest in priority
on such list) shall be deemed directors for such meeting and shall constitute a
quorum for the transaction of business.

                                       11
<PAGE>
 
     Section 6.3.  Lines of Succession.  The Board of Directors, during as well
     -----------   -------------------                                         
as before any such emergency, may provide, and from time to time modify, lines
of succession in the event that during such an emergency any or all officers or
agents of the Company shall for any reason be rendered incapable of discharging
their duties.

     Section 6.4.  Offices.  The Board of Directors, during as well as before
     -----------   -------                                                   
any such emergency, may, effective during the emergency, change the principal
office or designate several alternative principal offices or regional offices,
or authorize the officers so to do.

     Section 6.5.  Liability.  No officer, director or employee acting in
     -----------   ---------                                             
accordance with these emergency By-Laws shall be liable except for willful
misconduct.

     Section 6.6.  Repeal or Change.  The emergency By-Laws shall be subject to
     -----------   ----------------                                            
repeal or change by action of the Board of Directors or by the affirmative vote
of at least 66-2/3% of all votes entitled to be cast by the holders of Capital
Stock of the Company entitled to vote generally in the election of directors,
except that no such repeal or change shall modify the provisions of the next
preceding section with regard to action or inaction prior to the time of such
repeal or change.

                                       12