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                                                                     EXHIBIT 3.2
                        PUERTO RICAN CEMENT COMPANY, INC.

                                  B Y - L A W S

                                   I. OFFICES

      1. The principal office of the Corporation in the Commonwealth of Puerto
Rico is located at Amelia Industrial Park, Guaynabo, Puerto Rico.

      2. The Corporation may also have such other offices at such other places,
either within or without the Commonwealth of Puerto Rico, as the Board of
Directors may from time to time determine or the business of the corporation may
require.

                           II. STOCKHOLDERS' MEETINGS

      1. All meetings of the stockholders for the election of directors shall be
held at the office of the corporation, Amelia Industrial Park, Guaynabo, Puerto
Rico, or at such other place in said city as may be fixed by the Board of
Directors.

      2. The annual meeting of stockholders, commencing with the year 1979,
shall be held on the first Wednesday in May in each year, if not a legal
holiday, and if a legal holiday, then on the first business day following that
is not a legal holiday, at 10:00 o'clock A.M., at which meeting the stockholders
shall elect a Board of Directors, and transact such other business as may be
properly brought before the meeting.

      3. Annual Meetings. A proposal from a stockholder of the Corporation to be
presented at an annual meeting must be received by the Secretary of the
Corporation at its principal executive offices not less than 120 days in advance
of the date the proxy statement was released to stockholders in connection with
the previous year's annual meeting of stockholders, except that if no annual
meeting was held in the previous year or the date of the annual meeting has been
changed by more than 30 calendar days from the date contemplated at the time of
the previous years' proxy statement, a proposal shall so be received by the
Corporation a reasonable time before the solicitation is made.

      In the case of such a proposal that includes nominations for election to
the Board of Directors, the notice must include, as to each nominee, the
information required to be included in a proxy statement under the Securities
and Exchange Commission's proxy rules, as in effect from time to time. Proposals
must be sent by registered mail return receipt requested.

      4. Written notice of the annual meeting shall be served upon or mailed to
each stockholder entitled to vote thereat at such address as appears on the
books of the Corporation, at least ten days prior to the meeting.

      5. At least ten days before every election of directors, a complete list
of the stockholders entitled to vote as said election, arranged in alphabetical
order, with the residence of each and the number of voting shares held by each,
shall be prepared by the Secretary. Such list shall be open during the usual
hours of business at the place where the election is to be held for said ten
days, to the examination of any stockholders, and shall be produced and kept at
the time and place of election during the whole time thereof, and subject to the
inspection of any stockholder who may be present.

      6. Special meeting of the stockholders, for any purpose or purposes,
unless otherwise prescribed by statute or by the Certificate of Incorporation,
may be called by the Chairman of the Board of Directors, the Vice-Chairman of
the Board of Director or the President and shall be called by the President or
Secretary at the request in writing of a majority of the Board of Directors.
Such request shall state the purpose or purposes of the proposed meeting.


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      7. Written notice of a special meeting of stockholders stating the time
and place and object thereof, shall be served upon or mailed to each stockholder
entitled to vote thereat at such address as appears on the books of the
Corporation, at least ten days before such meeting.

      8. Business transacted at all special meetings shall be confined to the
objects stated in the call.

      9. The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall be
requisite and shall constitute a quorum at all meetings of the stockholders for
the transaction of business except as otherwise provided by statute, by the
Certificate of Incorporation or by these By-Laws. If, however, such quorum shall
not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented any business may be transacted which might have been transacted at
the meeting of which the notice was given originally.

      10. When a quorum is present at any meeting, the vote of the holders of a
majority of the stock having voting power present in person or represented by
proxy shall decide any question brought before such meeting, unless the question
is one upon which by express provision of the statutes or of the Certificate of
Incorporation or of these By-Laws, a different vote is required in which case
such express provision shall govern and control the decision of such question.

      11. At any meeting of the stockholders each stockholder having the right
to vote shall be entitled to vote in person, or by proxy appointed by an
instrument in writing subscribed by such stockholder and bearing a date not more
than one year prior to said meeting, unless said instrument provides for a
longer period. Each stockholder shall have one vote for each share of stock
having voting power, registered in his name on the books of the Corporation, and
except where the transfer books of the Corporation shall have been closed or a
date shall have been fixed as a record date for the determination of its
stockholders entitled to vote, no share of stock shall be voted on at any
election of directors which shall have been transferred on the books of the
Corporation within twenty days next preceding such election of directors.

      12. Whenever the vote of stockholders at a meeting thereof is required or
permitted to be taken in connection with any corporate action by any provisions
of the statutes or of the Certificate of Incorporation or of these By-Laws, the
meeting and vote of stockholders may be dispensed with, if all the stockholders
who would have been entitled to vote upon the action if such meeting were held,
shall consent in writing to such corporate action being taken.

                                 III. DIRECTORS

      1. The number of directors which will constitute the board shall be
sixteen (16). The number of directors may be changed from time to time by
affirmative vote of a majority of the Board of Directors within the limits
provided by the Certificate of Incorporation, but no such change shall affect
the term of any director then in office. The Board of Directors shall from time
to time make such determinations pursuant to this section as shall be necessary
or appropriate in order to ensure that, under any circumstances, the holders of
capital stock of any class or series of capital stock having voting rights
established under Article FIFTH, Section 1 of the Certificate of Incorporation
shall be able, after giving effect to all applicable provisions of the
Certificate of Incorporation and of these By-Laws, duly and effectively to
exercise any special right conferred upon them by the Certificate of
Incorporation or any resolution or resolutions of the Board of Directors adopted
pursuant thereto to elect directors of the Corporation. Except as otherwise
provided by law or in the Certificate of Incorporation or any resolution or
resolutions of the Board of Directors thereto, the term of office of each
director heretofore or hereafter elected shall be from time of his election and
qualification until the third annual meeting next following his election and
until his successor shall have been duly elected and shall have qualified.

      2. The directors may hold their meetings and keep the books of the
Corporation, except the original or duplicate stock ledger, outside the
Commonwealth of Puerto Rico at such places as they may from time to time
determine.


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      3. If any vacancies occur in the Board of Directors caused by death,
resignation, retirement, disqualification or removal from office of any
directors or otherwise, or any new directorship is created by any increase in
the authorized number of directors, a majority of the directors then in office,
may choose a successor or successors, or fill the newly created directorship,
and the directors so chosen shall hold office until the next annual election of
directors and until their successors shall be elected and qualified, unless
sooner displaced in accordance with the terms of these By-Laws, the Certificate
of Incorporation and applicable law.

                             IV. EXECUTIVE COMMITTEE

      1. The Board of Directors of the Corporation may, by resolution passed by
a majority of the whole Board, appoint an Executive Committee of three or more
members, to serve during the pleasure of the Board to consist of such directors
as the Board of Directors of the Corporation may from time to time designate.
The Chairman of the Board shall be Chairman of the Executive Committee.

      2. Meetings of the Executive Committee may be held from time to time as
called by the Chairman of the Executive Committee or by any two members thereof
by notice to the other members. Notice of such meeting shall be given by oral,
telegraphic or written notice not less than twenty-four (24) hours before such
meeting. The presence of three members of the Executive Committee, one of whom
shall be Chairman of the Executive Committee, shall be requisite and shall
constitute a quorum for the transaction of business.

      3. During the intervals between the meetings of the Board of Directors,
the Executive Committee shall possess and may exercise all the powers of the
Board of Directors of the Corporation (other than the power to remove or elect
officers) in the management and direction of the business, affairs and
properties of the corporation and all action by the Executive Committee shall be
deemed to be the action of the Board of Directors of the Corporation.

      4. The Executive Committee shall keep regular minutes of its proceedings,
and action by the Executive Committee shall be reported to the Board of
Directors of the Corporation from time to time at the request of the Board.

                              V. FINANCE COMMITTEE

      1. The Board of Directors may, by resolution passed by a majority of the
whole Board, appoint a Finance Committee of three or more members, to serve
during the pleasure of the Board, to consist of such directors as the Board of
Directors may from time to time designate.

      2. Regular meetings of the Finance Committee shall be held monthly and
special meetings may be held from time to time as called by the Chairman of the
Finance Committee or any two members thereof by notice to the other members of
the Finance Committee. Notice of such meetings shall be given by oral,
telegraphic or written notice not less than 24 hours before such meeting. The
presence of a majority of the total number of members of the Finance Committee
shall be requisite and shall constitute a quorum for the transaction of
business.

      3. The Finance Committee, subject to any limitations prescribed by the
Board of Directors, shall have charge of all financial and accounting affairs of
the Corporation, including budgetary, accounting, statistical methods and
extensions of credit. It shall also make recommendations to the board of
Directors with respect to: dividend and financing policies; financial policy
regarding annual budgets for expenditures for physical assets and other
expenditures for physical assets of unusual import; and such other financial
matters as may be assigned from time to time by the Board of Directors.

      4. The Finance Committee shall keep regular minutes of its proceedings,
and action taken by the Finance Committee shall be reported to the Board of
Directors of the Corporation from time to time at the request of the Board.



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                              VI. AUDIT COMMITTEE


      1. The Board of Directors may, by resolution passed by a majority of the
whole Board, appoint an Audit Committee of three or more members, to serve
during the pleasure of the Board to consist of such outside directors as the
Board may from time to time designate.

      2. The Audit Committee shall establish a meeting schedule and procedures
for the fulfillment of its functions. Meetings may be called by the Chairman of
the Audit Committee or any two members thereof by notice to the other members of
the Committee. Notice of such meetings shall be given by oral, facsimile, or
written notice not less than 24 hours before such meeting. The presence of a
majority of the total number of members of the Audit Committee shall be
requisite and shall constitute a quorum for the transaction of business.

      3. The Audit Committee, subject to any limitations prescribed by the Board
of Directors, shall have charge of all audit functions of the Corporation,
including review of the Corporation's principal policies for internal control
and financial reporting and, in coordination with the independent auditors,
review with management any significant changes in the accounting policies and
reporting standards applicable to the preparation of the Corporation's annual
financial statements and the effect such changes in accounting policies and
reporting standards shall have upon the Corporation's accounting policies and
financial reports.

      4. The Audit Committee shall keep regular minutes of its proceedings, an
action taken by the Audit Committee shall be reported to the Board of Directors
of the Corporation from time to time at the request of the Board.

                           VII. COMPENSATION COMMITTEE

      1. The Board of Directors may, by resolution passed by a majority of the
whole Board, appoint a Compensation Committee of three or more members, to serve
during the pleasure of the Board, to consist of such directors as the Board of
Directors may from time to time designate.

      2. Meetings of the Compensation Committee may be held from time to time as
called by the Chairman of the Compensation Committee or by any two members
thereof by notice to the other members. Notice of such meeting shall be given by
oral, facsimile or written notice not less than 24 hours before such meeting.
The presence of a majority of the total number of members of the Compensation
Committee shall be requisite and shall constitute quorum for the transaction of
business.

      3. The Compensation Committee, subject to any limitations prescribed by
the Board of Directors, shall establish and periodically review policies for the
compensation of directors and officers and shall make recommendations to the
Board regarding levels and form of compensation to said directors and officers.

      4. The Compensation Committee shall review management's recommendations
regarding compensation to all other salaried employees.

      5. The Compensation Committee shall keep regular minutes of its
proceedings, and action taken by the Committee shall be reported to the Board of
Directors from time to time at the request of the Board.

                          VIII. PENSION PLAN COMMITTEE

      1. The Board of Directors may, by resolution passed by a majority of the
whole Board, appoint a Pension Plan Committee of three or more members, to serve
during the pleasure of the Board, to consist of such directors as the Board of
Directors may from time to time designate.

      2. Meetings of the Pension Plan Committee may be held from time to time as
called by the Chairman of the Pension Plan Committee or by any two members
thereof by notice to the other members. Notice of such meeting shall be given by
oral, facsimile or written notice not less than 24 hours before such meeting,.
The presence of a majority of the total number of members of the Pension Plan
Committee shall be requisite and shall constitute quorum for the transaction of
business.


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      3. The Pension Plan Committee, subject to any limitations prescribed by
the Board of Directors, shall establish and periodically review actuarial
policies and objectives of the pension plan, review the investment performance,
management's administration of the pension plan and the Company's compliance
with laws and regulations governing the pension plan.

      4. The Pension Plan Committee shall keep regular minutes of its
proceedings, and action by the Committee shall be reported to the Board of
Directors from time to time at the request of the Board.

      5. The Secretary of the Corporation shall act as Secretary of the Pension
Plan Committee.

                            IX. NOMINATING COMMITTEE

      1. The Board of Directors may, by resolution passed by a majority of the
whole Board, appoint a Nominating Committee of three or more members, to serve
during the pleasure of the Board, to consist of such directors as the Board of
Directors may from time to time designate.

      2. Meetings of the Nominating Committee may be held from time to time as
called by the Chairman of the nominating Committee or by any two members thereof
by notice to the other members. Notice of such meeting shall be given by oral,
facsimile or written notice not less than 24 hours before such meeting. The
presence of a majority of the total number of members of the Nominating
Committee shall be requisite and shall constitute quorum for the transaction of
business.

      3. The Nominating Committee, subject to any limitations prescribed by the
Board of Directors shall make recommendations on nominees for election as
directors and shall recommend to the Board criteria for Board membership, review
qualifications of incumbent directors in determining whether to recommend them
for reelection for the Board and recommend to the Board the removal of a
director where appropriate.

      4. The Nominating Committee shall also review external developments in
corporate governance matters and recommend action to the Board where
appropriate.

      5. The Nominating Committee shall keep regular minutes of its proceedings,
and action taken by the Nominating Committee shall be reported to the Board of
Directors of the Corporation from time to time at the request of the Board.

                      X. ADDITIONAL COMMITTEES OF DIRECTORS

      1. The Board of Directors may, by resolution or resolutions passed by
majority of the whole Board designate one or more committees in addition to the
Executive, Finance, Audit, Compensation, Pension Plan, and Nominating Committees
as herein provided, each committee to consist of two or more of the directors of
the corporation, which, to the extent provided in said resolution or
resolutions, shall have and may exercise the powers of the Board of Directors
(other than the power to remove or elect officers) in the management and
direction of the business, affairs and properties of the Corporation, and may
authorize the seal of the Corporation to be affixed to all papers which may
require it. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board of Directors.

      2. The committees shall keep regular minutes of their proceedings and
report the same to the Board when required.

                          XI. COMPENSATION OF DIRECTORS

      1. Directors, as such, shall not receive any stated salary for their
services, but by resolution of the Board a fixed


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sum and expenses of attendance, if any, may be allowed for attendance at each
regular or special meeting of the Board; provided that nothing herein contained
shall be construed to preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor.

      2. Members of special or standing committees may be allowed like
compensation for attending committee meetings.

                           XII. MEETINGS OF THE BOARD

      1. Immediately following each annual meeting of stockholders, the Board of
Directors shall hold a regular meeting for the purpose of organization, election
of officers, and the transaction of other business and no notice of such meeting
shall be necessary to the newly elected directors in order to legally to
constitute the meeting provided a quorum shall be present, or they may meet at
such place and time as shall be fixed by consent in writing of all the
directors.

      2. Regular meetings of the Board of Directors shall also be held without
notice at the principal office of the Corporation on the fourth Wednesday of
each month, if such day is not a legal holiday; otherwise, on the next business
day, at 2:30 p.m., or at such other time and place as the Board may previously
determine, for the purpose of considering any business that may lawfully come
before the meetings.

      3. Meetings may be held at any time and place without notice if all the
directors are present.

      4. Special meetings of the Board may be called by either the Chairman of
the Board of Directors, the Vice Chairman of the Board of Directors or the
President, on two days' notice to each director, either personally or by mail or
by telegram; special meetings shall be called by the President or Secretary in
like manner and on like notice on the written request of two directors.

      5. Except as otherwise specifically provided by law or by the Certificate
of Incorporation, 7 directors shall be requisite and shall constitute a quorum
for the transaction of business, except in the case of the designation of one or
more committees, when the resolution or resolutions must be passed by a majority
of the whole Board. If at any meeting of the Board of Directors of the
Corporation there shall be less than a quorum present, a majority of those
present or any director solely present may adjourn the meeting from time to time
without notice other than announcement of the adjournment at the meeting, and at
such adjourned meeting at which a quorum is present any business may be
transacted which might have been transacted at the meeting pursuant to the
original notice.

      6. Any action taken or permitted to be taken at any meeting of the Board
of Directors of the Corporation or of any committee thereof may be taken without
a meeting if prior to such action a written consent thereto is signed by all
members of the Board of Directors of the Corporation or of such committee as the
case may be, and such written consent is filed with the minutes of the
proceedings of the Board or committee.

                                  XIII. NOTICES

      1. Whenever under the provisions of the statutes or of the Certificate of
Incorporation or of these By-Laws, notice is required to be given to any
director or stockholder, it shall not be construed to mean personal notice, but
such notice may be given in writing, by mail or telegram, addressed to such
director or stockholder at such address as appears on the books of the
Corporation, and such notice shall be deemed to be given at the time when the
same shall be thus mailed or delivered to the telegraph company.

      2. Whenever any notice is required to be given under the provisions of the
statutes or of the Certificate of Incorporation, or of these By-Laws, a waiver
thereof in writing signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed equivalent
thereto.


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                                  XIV. OFFICERS

      1. The Board of Directors, as soon as may be after the election of
directors in each year, shall elect a Chairman of the Board, one or more
Vice-Chairman of the Board, and a President from its members and shall also
elect one or more Vice-Presidents, a Secretary, a Treasurer and a Comptroller,
none of whom need be a member of the Board.

      2. Any two offices (but not more than two), other than the offices of
President and Secretary, may be held by the same person.

      3. The Board may from time to time elect such other officers as it shall
deem necessary, who shall hold their offices for such terms and shall exercise
such powers and perform such duties as shall be determined from time to time by
the Board.

      4. The salaries of all officers shall be fixed by the Board.

      5. The officers of the Corporation shall hold office until their
successors are chosen and qualify in their stead. Any officer may be removed at
any time by the affirmative vote of a majority of the whole Board of Directors.
If the office of any officer becomes vacant for any reason, the vacancy shall be
filled by the Board of Directors.

THE CHAIRMAN OF THE BOARD OF DIRECTORS

      6. The Chairman shall preside over the meetings of the Board of Directors.

THE VICE-CHAIRMAN OF THE BOARD OF DIRECTORS

      7. The Vice-Chairman or Vice-Chairmen of the Board of Directors shall
assist the Chairman in matters relative to the general affairs of the Board and
will preside over the board meeting in the absence of the Chairman. The Board
shall designate the Vice-Chairman who will preside over a board meeting in the
event that there is more than one Vice-Chairman present at a meeting of the
Board from which the Chairman is absent.

THE CHIEF EXECUTIVE OFFICER

      8. The Chief Executive Officer shall be responsible for establishing the
general and financial policies; execute bonds, deeds, and contracts in the name
and on behalf of Corporation and shall also have such other powers and perform
such other duties as from time may be conferred upon him by the Board of
Directors.

THE PRESIDENT

      9. The President shall be the administrative officer of the Corporation
and the Executive Officer in charge of the operations of the Corporation, and
shall report directly to the Chairman of the Board of Directors. He shall be
responsible for the administration of the business and operations of the
Corporation, and shall see that all orders and resolutions of the Board are
carried into effect. He shall have general authority to execute bonds, deeds,
and contracts in the name and on behalf of the Corporation, shall have the
authority to cause the employment or appointment of such employees and agents of
the Corporation (other than officers) as the conduct of the Corporation may
require, to remove or suspend any employee or agent who shall not have been
appointed by the Board of Directors or the Executive Committee, and in general
may exercise all the powers generally vested in the administrative and
operations officer of a corporation. In the absence of the Chairman and the
Vice-Chairman of the Board of Directors he may exercise all of the powers and
shall perform all of the duties of the Chairman of the Board of Directors.

THE VICE-PRESIDENTS

      10. The Vice-Presidents shall perform such duties and exercise such powers
as the Board of Directors shall


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prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

      11. (a) The Secretary shall attend all sessions of the Board and all
meetings of the stockholders and record all votes and the minutes of all
proceedings in a book to be kept for that purpose and shall perform like duties
for the standing committees when required. He shall give, or cause to be given,
notice of all meetings of the stockholders and special meetings of the Board of
Directors and shall perform such other duties as may be prescribed by the Board
of Directors. He shall keep in safe custody the seal of the Corporation, and
affix the same to any instrument requiring it and, when so affixed, it shall be
attested by his signature or by the signature of the Treasurer or an Assistant
Secretary.

          (b) The Assistant Secretaries in order of their seniority shall, in
the absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary and shall perform such other duties as the Board of
Directors shall prescribe.

THE TREASURER AND THE ASSISTANT TREASURERS

      12. (a) The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.

          (b) He shall disburse the funds of the Corporation as may be ordered
by the Board, taking proper vouchers for such disbursements, and shall render to
the Chairman of the Board of Directors, or the President and Directors, at the
regular meetings of the Board, or whenever they may require it, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation.

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

          (d) The Assistant Treasurers in the order of their seniority shall, in
the absence or disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer and shall perform such other duties as the Board of
Directors shall prescribe.

THE COMPTROLLER AND THE ASSISTANT COMPTROLLERs

      13. (a) The Comptroller shall maintain adequate records of all assets,
liabilities and transactions of the Corporation and shall audit, or cause to be
audited, such records, currently and regularly. He shall, in conjunction with
other officers and employees of the Corporation, and subject to the Board of
Directors, initiate and enforce measures and procedures for the maximum safety,
efficiency and economy of the business of the Corporation.

          (b) The Assistant Comptrollers in the order of their seniority shall,
in the absence or disability of the Comptroller, perform the duties and exercise
the powers of the Comptroller and shall perform such other duties as the Board
of Directors shall prescribe.

                            XV. DELEGATION OF DUTIES

      1. In the absence or disability of an officer of the Corporation or in any
other case that the Board of Directors may deem sufficient reason therefor, the
Board of Directors may delegate for the time being any or all of the powers or
duties


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of any officer to any other officer or to any director or to any other person.

                            XVI. CERTIFICATE OF STOCK

      1. The certificates of stock of the Corporation shall be numbered and
shall be entered in the books of the Corporation as they are issued. They shall
exhibit the holder's name and number of shares and shall be signed by the
Chairman, or the President, or a Vice-President and the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary. If any stock
certificate is signed (1) by a transfer agent or an assistant transfer agent or
(2) by a transfer clerk acting on behalf of the Corporation and a registrar, the
signature of any such officer may be facsimile.

                            XVII. TRANSFERS OF STOCK

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

                        XVIII. CLOSING OF TRANSFER BOOKS

      1. The Board of Directors shall have power to close the stock transfer
books of the Corporation for a period not exceeding fifty days preceding the
date of any meeting of stockholders or the date for payment of any dividend or
the date for the allotment of rights or the date when any change or conversion
or exchange of stock shall go into effect or for a period of not exceeding fifty
days in connection with obtaining the consent of stockholders for any purpose;
provided, however, that in lieu of closing the stock transfer books as
aforesaid, the Board of Directors may fix in advance a date, not exceeding fifty
days preceding the date of any meeting of stockholders, or the date for the
payment of any dividend, or the date for the allotment of rights, or the date
when any change or conversion or exchange of stock shall go into effect, or a
date in connection with obtaining such consent, as a record date for the
determination of the stockholders entitled to notice of, and to vote at, any
such meeting, and any adjournment thereof, or entitled to receive payment of any
such dividend, or to any such allotment or rights, or to exercise the rights in
respect of any such change, conversion or exchange of stock, or to give such
consent, and in such case such stockholders and only such stockholders as shall
be stockholders of record on the date so fixed shall be entitled to such notice
of, and to vote at such meeting and any adjournment thereof, or to receive
payment of such dividend, or to receive such allotment of rights, or to exercise
such rights, or to give such consent, as the case may be, notwithstanding any
transfer of any stock on the books of the corporation after any such record date
fixed as aforesaid.

                          XIX. REGISTERED STOCKHOLDERS

      1. The Corporation shall be entitled to treat the holder of record of any
share or shares of stock as the holder in fact thereof and, accordingly, shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any person, whether or not it shall have express
or other notice thereof, except as otherwise provided by the laws of the
Commonwealth of Puerto Rico.

                              XX. LOST CERTIFICATE

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


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destroyed.

                                 XXI. DIVIDENDS

      1. Dividends upon the stock of the Corporation, subject to the provisions
of the Certificate of Incorporation, may be declared by the Board of Directors
at any regular or special meeting, pursuant to law. Dividends may be paid in
cash, in property, or in shares of stock, subject to the provisions of the
Certificate of Incorporation

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

                                   XXII. SEAL

      1. The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization (1938) and the works "Corporate Seal,
Puerto Rico". Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                               XXIII. FISCAL YEAR

      1. The fiscal year of the Corporation shall be the calendar year.

                    XXIV. VOTING SHARES IN OTHER CORPORATIONS

      1. The Corporation may vote any and all shares of stock and/or other
certificates of interest held by it in any other corporation or corporations by
such officer, agent or proxy as the Board of Directors may appoint or, in
default of such appointment, by the President or any Vice-President.

                                 XXV. AMENDMENTS

      1. These By-Laws may be amended, altered, changed or repealed and new
By-Laws adopted by the holders of a majority of the stock of the Corporation
having voting power or by affirmative vote of a majority of the Board of
Directors of the Corporation at any meeting the notice of which includes this
purpose; provided, however, that any action with respect thereto taken by the
Board of Directors of the Corporation shall be subject to the power of the
holders of a majority of the stock of the Corporation having voting power to
alter, amend or repeal By-Laws made by the Board of Directors; provided,
however, that no change in the time or place for the election of directors shall
be made within sixty days next before the day on which such election is to be
held and that in case of any change in such time or place, notice thereof shall
be given to each stockholder twenty days before such election is held, in person
or by letter mailed to his address as shown on the books of the Corporation.



                        PUERTO RICAN CEMENT COMPANY, INC.


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                                     By-Laws






                  ADOPTED MARCH 14, 1963 WITH AMENDMENTS UP TO
                                DECEMBER 31, 1999


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