EXHIBIT 3.2
                                
                                
                             By-Laws
                               of
                                
                     REYNOLDS METALS COMPANY
                                
            (Incorporated under the Laws of Delaware)
                                
<PAGE>
                            By-Laws

                               of

                    REYNOLDS METALS COMPANY

                       Table of Contents


                                                              Page
ARTICLE I - Stock
     Section 1.     Certificates for Stock . . . . . . . . .     1
     Section 2.     Transfers of Stock . . . . . . . . . . .     1
     Section 3.     Holders of Record  . . . . . . . . . . .     1
     Section 4.     Lost or Destroyed Certificates . . . . .     2

ARTICLE II - Stockholders' Meetings
     Section 1.     Place of Meetings  . . . . . . . . . . .     2
     Section 2.     Annual Meetings  . . . . . . . . . . . .     2
     Section 3.     Special Meetings . . . . . . . . . . . .     2
     Section 4.     Matters to be Brought Before
                    Stockholders Meetings  . . . . . . . . .   2-4
     Section 5.     Notice of Meetings . . . . . . . . . . .     4
     Section 6.     Quorum . . . . . . . . . . . . . . . . .     4
     Section 7.     Adjourned Meetings . . . . . . . . . . .   4-5
     Section 8.     Inspectors of Election . . . . . . . . .     5
     Section 9.     List of Stockholders . . . . . . . . . .     5
     Section 10.    Voting . . . . . . . . . . . . . . . . .   5-6
     Section 11.    Consents in Writing  . . . . . . . . . .     6

ARTICLE III - Board of Directors
     Section 1.     Number; Term of Office; Powers . . . . .   6-7
     Section 2.     Resignations . . . . . . . . . . . . . .     7
     Section 3.     Vacancies  . . . . . . . . . . . . . . .     7
     Section 4.     Annual Meeting . . . . . . . . . . . . .     7
     Section 5.     Regular Meetings . . . . . . . . . . . .     7
     Section 6.     Special Meetings . . . . . . . . . . . .   7-8
     Section 7.     Notice of Meetings . . . . . . . . . . .     8
     Section 8.     Quorum; Adjourned Meetings;
                    Required Vote  . . . . . . . . . . . . .     8
     Section 9.     Committees . . . . . . . . . . . . . . .   8-9
     Section 10.    Compensation . . . . . . . . . . . . . .     9
     Section 11.    Consents in Writing  . . . . . . . . . .     9
     Section 12.    Participation by Conference Telephone  .     9

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                  Table of Contents, Continued

ARTICLE IV - Officers
     Section 1.     Officers . . . . . . . . . . . . . . . .  9-10
     Section 2.     Chairman of the Board  . . . . . . . . .    10
     Section 3.     Vice Chairmen of the Board . . . . . . .    10
     Section 4.     President  . . . . . . . . . . . . . . .    10
     Section 5.     Vice Presidents  . . . . . . . . . . . .    10
     Section 6.     General Counsel  . . . . . . . . . . . . 10-11
     Section 7.     Secretary  . . . . . . . . . . . . . . .    11
     Section 8.     Treasurer  . . . . . . . . . . . . . . .    11
     Section 9.     Controller . . . . . . . . . . . . . . .    11
     Section 10.    Other Officers and Assistant Officers  .    11
     Section 11.    Term of Office; Vacancies  . . . . . . .    11
     Section 12.    Removal  . . . . . . . . . . . . . . .      12

ARTICLE V - Dividends and Finance
     Section 1.     Dividends  . . . . . . . . . . . . . . .    12
     Section 2.     Deposits; Withdrawals; Notes and Other
                    Instruments  . . . . . . . . . . . . . .    12
     Section 3.     Fiscal Year  . . . . . . . . . . . . . .    12

ARTICLE VI - Books and Records; Record Date
     Section 1.     Books and Records  . . . . . . . . . . .    12
     Section 2.     Record Date  . . . . . . . . . . . . . . 12-13

ARTICLE VII - Notices
     Section 1.     Notices  . . . . . . . . . . . . . . . .    14
     Section 2.     Waivers of Notice  . . . . . . . . . . .    14

ARTICLE VIII - Contracts
     Section 1.     Interested Directors or Officers . . . . 14-15

ARTICLE IX - Seal
     Section 1.     Seal . . . . . . . . . . . . . . . . . .    15

ARTICLE X - Indemnification
     Section 1.     Indemnification in Third Party
                    Actions  . . . . . . . . . . . . . . . . 15-16
     Section 2.     Indemnification in an Action by or in
                    the Right of the Corporation . . . . . .    16
     Section 3.     Indemnification as of Right  . . . . . .    17
     Section 4.     Determination of Indemnification . . . .    17
     Section 5.     Advance for Expenses . . . . . . . . . .    17
     Section 6.     General Provisions . . . . . . . . . . . 17-18

ARTICLE XI - Amendments
     Section 1.     Amendments . . . . . . . . . . . . . . . 18-19

<PAGE>
                            By-Laws

                               of

                    REYNOLDS METALS COMPANY

           (Incorporated under the Laws of Delaware)



                       ARTICLE I - Stock


     1.   Certificates for Stock.  Certificates of Stock shall be
issued in numerical order, be signed by the Chairman of the Board
of Directors, a Vice Chairman of the Board of Directors, the
President or a Vice President, and by the Secretary or an Assis-
tant Secretary, or the Treasurer or an Assistant Treasurer, and
sealed with the corporate seal; provided, that where any Certifi-
cate of Stock is signed by a duly appointed and authorized
Transfer Agent or Registrar the signatures of the Chairman of the
Board of Directors, Vice Chairman of the Board of Directors, the
President, Vice President, Secretary, Assistant Secretary,
Treasurer or Assistant Treasurer may be facsimile, engraved or
printed, and the seal of the corporation on any such Certificate
of Stock may be facsimile, engraved or printed.  In case any
officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have
ceased to be such officer, transfer agent or registrar before
such certificate is issued, it may be issued by the corporation
with the same effect as if he or she were such officer, transfer
agent or registrar at the date of issue.

     2.   Transfers of Stock.  Transfers of stock shall be made
only upon the books of the corporation, and only by the person
named in the certificate or by attorney, lawfully constituted in
writing, and only upon surrender of the certificate therefor.
The directors may by resolution make reasonable regulations for
the transfers of stock.

     3.   Holders of Record.  Registered stockholders only shall
be entitled to be treated by the corporation as the holders in
fact of the stock standing in their respective names and the
corporation shall not be bound to recognize any equitable or
other claim to or interest in any share on the part of any other
person, whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of Delaware.

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     4.   Lost or Destroyed Certificates.  In case of loss or
destruction of any certificate of stock another may be issued in
its place upon satisfactory proof of such loss or destruction and
upon the giving of a satisfactory bond of indemnity to the
corporation, all as determined either expressly by the directors
or pursuant to general authority granted by them.


              ARTICLE II - Stockholders' Meetings


     1.   Place of Meetings.  Meetings of the stockholders shall
be held at such place, within or outside the State of Delaware,
as the Board of Directors may determine.

     2.   Annual Meeting.  The annual meeting of the stockholders
of the corporation, for the election of directors to succeed
those whose terms expire, and for the transaction of such other
business as may come before the meeting, shall be held on the
Thursday preceding the third Friday of the month of May of each
year, if not a legal holiday, and if a legal holiday, then on the
first business day following, at 4:00 p.m., or on such other date
and at such other time as may be fixed by the Board of Directors.
The annual meeting of the stockholders may be postponed by the
Board of Directors upon public notice given before the date
previously scheduled for such meeting.  If the annual meeting of
the stockholders be not held as herein prescribed, the election
of directors may be held at any meeting thereafter called
pursuant to these By-Laws.

     3.   Special Meetings.  Special meetings of the stockholders
may be called by the Chairman of the Board of Directors, or a
Vice Chairman of the Board of Directors, or the President or by
the Board of Directors, and shall be called at any time by the
Board of Directors upon the request in writing of stockholders
entitled to cast a majority of the votes which all stockholders
are entitled to cast.  Such request must state the purpose of the
meeting.

     4.   Matters to be Brought Before Stockholders Meetings.
Except as otherwise provided by law, at any annual or special
meeting of stockholders only such business shall be conducted as
shall have been properly brought before the meeting in accordance
with this Section.

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          In order to be properly brought before the meeting,
such business must have either been (i) specified in the written
notice of the meeting (or any supplement thereto) given to
stockholders of record on the record date for such meeting by or
at the direction of the Board of Directors, (ii) brought before
the meeting at the direction of the Board of Directors or the
officer presiding over the meeting, or (iii) specified in a
written notice given by or on behalf of a stockholder of record
on the record date for such meeting entitled to vote thereat or a
duly authorized proxy for such stockholder, in accordance with
all of the following requirements.

          A notice referred to in clause (iii) hereof must be
delivered personally to, or mailed to and received at, the
principal executive office of the corporation, addressed to the
attention of the Secretary, not more than ten (10) days after the
date of the initial notice referred to in clause (i) hereof, in
the case of business to be brought before a special meeting of
stockholders, and not less than thirty (30) days prior to the
first anniversary date of the initial notice referred to in
clause (i) hereof of the previous year's annual meeting, in the
case of business to be brought before an annual meeting of
stockholders, provided, however, that such notice shall not be
required to be given more than ninety (90) days prior to an
annual meeting of stockholders.  Such notice referred to in
clause (iii) hereof shall set forth:

     (a)  a full description of each such item of business
proposed to be brought before the meeting;

     (b)  the name and address of the person proposing to bring
such business before the meeting;

     (c)  the class and number of shares held of record, held
beneficially and represented by proxy by such person as of the
record date for the meeting (if such date has then been made
publicly available) and as of the date of such notice;

     (d)  if any item of such business involves a nomination for
director, all information regarding each such nominee that would
be required to be set forth in a definitive proxy statement filed
with the Securities and Exchange Commission pursuant to Section
14 of the Securities Exchange Act of 1934, as amended, or any
successor thereto and the written consent of each such nominee to
serve if elected; and

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     (e)  all other information that would be required to be
filed with the Securities and Exchange Commission if, with
respect to the business proposed to be brought before the meet-
ing, the person proposing such business was a participant in a
solicitation subject to Section 14 of the Securities Exchange Act
of 1934, as amended, or any successor thereto.

          No business shall be brought before any meeting of
stockholders of the corporation otherwise than as provided in
this Section.

     5.   Notice of Meetings.  Written notice of the place, date
and hour of the annual and of all special meetings of the stock-
holders and, in the case of special meetings, of the purpose or
purposes for which such special meeting is called, shall be given
in the manner specified in Section l of Article VII of these By-
Laws not less than ten (10) nor more than sixty (60) days prior
to the meeting, to each stockholder of record of the corporation
entitled to vote thereat.  Business transacted at all special
meetings shall be confined to the purposes stated in the notice.

     6.   Quorum.  A quorum at any annual or special meeting of
the stockholders shall consist of the presence, in person or by
proxy, of stockholders entitled to cast a majority of the votes
which all stockholders are entitled to cast, except as otherwise
specifically provided by law or in the Certificate of Incorpora-
tion.

     7.   Adjourned Meetings.  Whether or not a quorum is present
at a properly called stockholders' meeting, the meeting may be
adjourned from time to time by the Chairman of the meeting or by
a majority in interest of those present in person or by proxy and
entitled to vote thereat.  At any such adjourned meeting at which
a quorum shall be present, any business may be transacted which
might have been transacted at the meeting as originally notified.
If the adjournment is for more than thirty (30) days, or if after
the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting; otherwise,
no notice of such adjourned meeting need be given if the time and
place thereof are announced at the meeting at which the
adjournment is taken.  The absence from any meeting of
stockholders holding the number of shares of stock of the corpora-
tion required by law, the Certificate of Incorporation or these
By-Laws for action upon any given matter shall not prevent

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action at such meeting upon any other matter or matters which may
properly come before the meeting, if there shall be present
thereat in person or by proxy stockholders holding the number of
shares of stock of the corporation required in respect of such
other matter or matters.

     8.   Inspectors of Election.  In advance of any meeting of
stockholders or any corporate action to be taken by the stock
holders in writing without a meeting, the Chief Executive Offi-
cer, Chief Operating Officer, Chief Financial Officer or Secre-
tary of the corporation shall appoint one or more inspectors of
election to serve at such meeting or to examine such written
consents and to make a written report with respect thereto.  In
addition, any such officer may, but shall not be required to,
designate one or more persons as alternate inspectors to replace
any inspector who fails to act.  If no inspector or alternate is
able to act at a meeting of stockholders, the presiding officer
at such meeting shall appoint one or more inspectors to act at
the meeting.  Each inspector shall discharge his or her duties in
accordance with applicable law and shall, before entering upon
the discharge of his or her duties, take and sign an oath faith-
fully to execute the duties of inspector with strict impartiality
and according to the best of his or her ability.

     9.   List of Stockholders.  A complete list of the stock-
holders entitled to vote at each annual or special meeting of the
stockholders of the corporation, arranged in alphabetical order,
showing the address of record of each and the number of voting
shares held by each, shall be prepared by the Secretary, who
shall have charge of the stock ledger, and filed in the City (or,
if such meeting is to be held at a place not within any city,
then in the county) where the meeting is to be held, at a loca-
tion specified in the Notice of Meeting, or if no such location
is specified in such notice, at the place where the meeting is to
be held, at least ten (10) days before every such meeting, and
shall, during the usual hours for business, be open to the
examination of any stockholder for any purpose germane to the
meeting, and during the whole time of said meeting be open to the
examination of any stockholder.

     10.  Voting.  Subject to the provisions of Article VI,
Section 2 of these By-Laws, and except where a different vote per
share is prescribed by the Certificate of Incorporation for a
class of stock, each holder of stock of a class which is entitled
to vote in any election or on any other questions at any annual
or special meeting of the stockholders shall be entitled to one

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vote, in person or by written proxy, for each share of such class
held of record.  Except where, and to the extent that, a differ-
ent percentage of votes and/or a different exercise of voting
power is prescribed by law, the Certificate of Incorporation or
these By-Laws, all elections and other questions shall be decided
by the vote of stockholders, present in person or by proxy and
entitled to vote, representing a majority of the votes cast.
Abstentions shall be counted in the tabulation of the votes cast.
The votes for directors, and, upon demand of any stockholder, or
where required by law, the votes upon any question before the
meeting, shall be by ballot; otherwise, the election shall be
held as the presiding officer prescribes.

     11.  Consents in Writing.  Any action which might have been
taken under these By-Laws by a vote of the stockholders at a
meeting thereof may be taken by them 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 the holders of
outstanding shares of stock of the corporation having not less
than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted and shall be
delivered to the corporation by delivery to its registered office
in the State of Delaware, its principal place of business, or the
Secretary.  Delivery made to the corporation's registered office
shall be by hand or by certified or registered mail, return
receipt requested.  Prompt notice of the taking of such corporate
action shall be given to those stockholders who have not
consented thereto if less than unanimous written consent is
obtained.  Every written consent shall bear the date of signature
of each stockholder who signs the consent.  No written consent
shall be effective to take the corporate action referred to
therein unless, within sixty (60) days of the date the earliest
dated written consent (executed and delivered in accordance with
this Section) was received by the corporation, written consents
signed by a sufficient number of holders (determined in
accordance with this Section) to take such action are delivered
to the corporation in the manner specified in this Section.


                ARTICLE III - Board of Directors


     1.   Number; Term of Office; Powers.  The business and
affairs of the corporation shall be under the direction of a
Board of Directors, consisting of twelve (12) persons.  Directors

<PAGE>
shall be elected for one year, and shall hold office until their
successors are elected and qualified.  Directors need not be
stockholders.  In addition to the power and authority expressly
conferred upon them by the By-Laws and the Certificate of
Incorporation, the Board of Directors may exercise all such
powers of the corporation and do all such lawful acts and things
as are not by law or by the Certificate of Incorporation or by
these By-Laws directed or required to be exercised or done by the
stockholders.

     2.   Resignations.  Any director may resign at any time by
giving written notice of resignation to the Board of Directors,
to the Chief Executive Officer or to the Secretary of the corpo-
ration. Any such resignation shall take effect at the time
specified therein, or if the time be not specified therein, then
upon receipt thereof.  The acceptance of such resignation shall
not be necessary to make it effective.

     3.   Vacancies.  Except as otherwise specifically provided
by law, the Certificate of Incorporation or these By-Laws, all
vacancies in the Board of Directors, whether caused by resigna-
tion, death, increase in the number of authorized directors or
otherwise, may be filled by a majority of the Board of Directors
then in office, even though less than a quorum, or by the stock-
holders at a special meeting.  A director thus elected to fill
any vacancy shall hold office until the next annual meeting of
stockholders and until a successor is elected and qualified.

     4.   Annual Meeting.  The annual meeting of the Board of
Directors, for the election of officers and the transaction of
other business, shall be held on the same day and at the same
place as, and as soon as practicable following, the annual
meeting of stockholders, or at such other date, time or place as
the directors may by resolution designate.

     5.   Regular Meetings.  Regular meetings of the Board of
Directors shall be held at such times, and at such place within
or outside the State of Delaware, as the Board of Directors may
from time to time by resolution designate.

     6.   Special Meetings.  Special meetings of the directors
may be called at any time by the Chairman of the Board of Direc-
tors, a Vice Chairman of the Board of Directors, the President or
an Executive Vice President, or by the Secretary upon written
request of one-third of the directors, such request stating the

<PAGE>
purpose for which the meeting is to be called.  Special meetings
shall be held at the principal office of the corporation or at
such office within or outside the State of Delaware as the
directors may from time to time designate.

     7.   Notice of Meetings.  Except as otherwise required by
law, notice of special meetings of the Board of Directors or of
any committee of the Board of Directors shall be given to each
director or to each committee member, as the case may be, by mail
at least two days before the day on which the meeting is to be
held or by personal delivery, word-of-mouth, telephone, tele-
graph, radio, cable or other comparable means at least six hours
before the time at which the meeting is to be held.  Such notice
shall state the time and place of such meeting, but need not
state the purposes thereof unless otherwise required by law.  No
notice need be given of the annual meeting of directors or of
regular meetings of directors or of committees of the Board of
Directors, provided that, whenever the time or place of such
meetings shall be fixed or changed, notice of such action shall
be given promptly to each director or to each committee member,
as the case may be, who shall not have been present at the
meeting at which such action was taken.

     8.   Quorum; Adjourned Meetings; Required Vote.  A majority
of the Board of Directors as constituted from time to time shall
be necessary and sufficient at all meetings to constitute a
quorum for the transaction of business.  In the absence of a
quorum, a majority of those present may adjourn the meeting from
time to time and the meeting may be held as adjourned without
further notice provided a quorum be present at such adjourned
meeting.  Unless otherwise specifically provided by the Certifi-
cate of Incorporation or statute, the act of a majority of the
directors present at any properly convened meeting at which there
is a quorum, but in no case less than one-third of all of the
directors then in office, shall be the act of the Board of
Directors.

     9.   Committees.  Standing or Temporary Committees may be
appointed from their own number by the Board of Directors from
time to time, and the directors may from time to time vest such
committees with such powers as the directors may see fit, subject
to such conditions as the directors may prescribe or as may be
prescribed by law.  All committees shall consist of two or more
directors. The term of office of the members of each committee
shall be as fixed from time to time by the Board of Directors;

<PAGE>
provided, however, that any committee member who ceases to be a
director shall ipso facto cease to be a committee member.  Any
member of any committee may be removed at any time with or
without cause by the Board of Directors, and any vacancy in any
committee may be filled by the Board of Directors.  All commit-
tees shall keep regular minutes of their transactions and shall
cause them to be recorded in books kept for that purpose in the
office of the corporation, and shall report the same to the Board
of Directors at their regular meetings.  Subject to this Section
9 and except as otherwise determined by the Board of Directors,
each committee may make rules for the conduct of its business.

     10.  Compensation.  Directors, as such, may receive, pursu-
ant to resolution of the Board of Directors, fixed fees, other
compensation and expenses for their services as directors,
including, without limitation, services as chairmen or as members
of committees of the directors; provided, however, that nothing
herein contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving
compensation therefor.

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

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


                     ARTICLE IV - Officers


     1.   Officers.  The corporation may have a Chairman of the
Board of Directors, one or more Vice Chairmen of the Board of
Directors, a President, one or more Vice Presidents, which may
include Executive and Senior Vice Presidents, a General Counsel,

<PAGE>
a Secretary, a Treasurer, a Controller and such other officers
and assistant officers as the Board of Directors shall deem
appropriate; provided, that the corporation shall have such
officers as are required by applicable law.  Officers shall be
elected annually by the Board of Directors.  One person may hold
more than one office.

          The Board of Directors shall designate a Chief Execu-
tive Officer, and may designate a Chief Operating Officer and a
Chief Financial Officer from among the officers of the corpora-
tion.

          The Chief Executive Officer shall have general supervi-
sion and management of the business and affairs of the corpora-
tion, subject to the control of the Board of Directors, and may
prescribe the duties to be performed by the officers of the
corporation in addition to the duties prescribed by these By-Laws
or by the Board of Directors.  In the absence or disability of
the Chairman of the Board of Directors, the Chief Executive
Officer shall preside at all meetings of stockholders and direc-
tors.  In the absence or disability of the Chief Executive
Officer, such officer of the corporation as the Chief Executive
Officer shall have designated in writing to the Board of Direc-
tors or to the Secretary of the corporation shall, subject to
further action by the Board of Directors, have the powers and
perform the duties of the Chief Executive Officer.

     2.   Chairman of the Board.  The Chairman of the Board of
Directors shall preside at all meetings of stockholders and
directors.

     3.   Vice Chairmen of the Board.  A Vice Chairman shall
perform such duties as are properly required by the Board of
Directors or the Chief Executive Officer.

     4.   President.  The President shall perform such duties as
are properly required by the Board of Directors or the Chief
Executive Officer.

     5.   Vice Presidents.  Each of the Executive Vice presi-
dents, Senior Vice Presidents and other Vice Presidents shall
perform such duties as are properly required by the Board of
Directors or the Chief Executive Officer.

     6.   General Counsel.  The General Counsel shall advise the
corporation on legal matters affecting the corporation and its
activities, shall supervise and direct the handling of all such

<PAGE>
legal matters and shall perform all such other duties as are
incident to the office of General Counsel.

     7.   Secretary.  The Secretary shall keep the minutes of the
meetings of the stockholders and of the Board of Directors, and,
when required, the minutes of the meetings of the committees, and
shall be responsible for the custody of all such minutes.  The
Secretary shall be responsible for the custody of the stock
ledger and documents of the corporation.  The Secretary shall
have custody of the corporate seal and may affix and attest such
seal to any instrument whose execution shall have been duly
authorized and shall perform all other duties incident to the
office of Secretary.

     8.   Treasurer.  The Treasurer shall have the custody of all
moneys and securities of the corporation and shall keep or cause
to be kept accurate accounts of all money received or payments
made in books kept for that purpose.  The Treasurer shall deposit
or cause to be deposited funds of the corporation in accordance
with Article V, Section 2 of these By-Laws and shall disburse the
funds of the corporation by checks or vouchers as authorized by
the Board of Directors.  The Treasurer shall also perform all
other duties incident to the office of Treasurer.

     9.   Controller.  The Controller shall be the chief account-
ing officer of the corporation.  The Controller shall keep or
cause to be kept all books of accounts and accounting records of
the corporation and shall keep and maintain, or cause to be kept
and maintained, adequate and correct accounts of the properties
and business transactions of the corporation.  The Controller
shall prepare or cause to be prepared appropriate financial
statements for the corporation and shall perform such other
duties as may be incident to the office of Controller.

     10.  Other Officers and Assistant Officers.  All other
officers and assistant officers shall exercise such powers and
perform such duties as shall be determined from time to time by
the Board of Directors or the Chief Executive Officer.

     11.  Term of Office; Vacancies.  Each officer shall hold
office until the annual meeting of the Board of Directors follow-
ing the end of the term of the Board by which such officer is
elected, except in the case of earlier death, resignation or
removal. Vacancies in any office arising from any cause may be
filled by the directors at any regular or special meeting.

<PAGE>
     12.  Removal.  Any officer elected or appointed by the Board
of Directors may be removed at any time, with or without cause,
by the Board of Directors.


               ARTICLE V - Dividends and Finance


     1.   Dividends.  Dividends may be declared to the full
extent permitted by law at such times as the Board of Directors
shall direct.

     2.   Deposits; Withdrawals; Notes and Other Instruments.
The moneys of the corporation shall be deposited in the name of
the corporation in such banks or trust companies as shall be
designated by the Board of Directors, and shall be drawn out only
by persons designated from time to time by the Board of Directors
or by an officer of this corporation to whom the Board of
Directors has delegated such authority.  All notes and other
instruments for the payment of money shall be signed or endorsed
by officers or other persons authorized from time to time by the
Board of Directors or by an officer of this corporation to whom
the Board of Directors has delegated such authority.

     3.   Fiscal Year.  The fiscal year of the corporation shall
date from the first day of January in each year.


          ARTICLE VI - Books and Records; Record Date


     1.   Books and Records.  The books, accounts and records of
the corporation, except as may be otherwise required by the laws
of the State of Delaware, may be kept within or outside of the
said State at such places as the Board of Directors may from time
to time appoint.

     2.   Record Date.

     (a)  The Board of Directors is authorized to fix in advance
a date, not exceeding sixty (60) days preceding the date of any
meeting of stockholders, or the date for the payment of any
dividend, or other distribution or allotment of any rights, or

<PAGE>
the date when any change, conversion or exchange of capital stock
shall go into effect, 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 other distribution or allotment
of rights, or to exercise any rights in respect of any such
change, conversion or exchange of capital stock.  Such stockhold-
ers and only such stockholders as shall be stockholders of record
on the record 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 other distribution or allot-
ment of rights, or to exercise such rights, 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.  Any
such record date fixed in connection with a meeting of stockhold-
ers shall not be less than ten (10) days before the date of such
meeting.

     (b)  In order that the corporation may determine the stock
holders entitled to consent to corporate action in writing
without a meeting, the Board of Directors is authorized to fix in
advance a record date, which record date shall not be more than
ten (10) days after the date upon which the resolution fixing the
record date is adopted by the Board of Directors.  Any stockhold-
er of record seeking to have the stockholders authorize or take
corporate action by written consent shall, by written notice to
the Secretary, request the Board of Directors to fix a record
date.  If no record date has been fixed by the Board of Directors
within ten (10) days of 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 applica-
ble 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 corporation by delivery to its registered office
in the State of Delaware, its principal place of business, or the
Secretary.  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.  Such stockholders and only such stockholders as shall be
stockholders of record on the record date so fixed shall be
entitled to give such consent, notwithstanding any transfer of
any stock on the books of the corporation after any such record
date fixed as aforesaid.

<PAGE>
                     ARTICLE VII - Notices


     1.   Notices.  Whenever any provision of law or these By-
Laws requires notice to be given to any director, officer or
stockholder, such notice may be given in writing by mailing the
same to such director, officer or stockholder at his or her
address as the same appears in the books of the corporation,
unless such stockholder shall have filed with the Secretary a
written request that notices intended for him or her be mailed to
some other address, in which case it shall be mailed to the
address designated in such request. The time when the same shall
be mailed shall be deemed to be the time of the giving of such
notice.  This section shall not be deemed to preclude the giving
of notice by other means if permitted by the applicable provision
of law or these By-Laws.

     2.   Waivers of Notice.  A waiver of any notice in writing,
signed by a stockholder, director or officer, whether before or
after the time stated in said waiver for holding a meeting, shall
be deemed equivalent to a notice required to be given to any
stockholder, director or officer.


                    ARTICLE VIII - Contracts


     1.   Interested Directors or Officers.  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 the directors or officers of the corporation
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 of the corporation is present at or partici-
pates in the meeting of the Board of Directors or committee
thereof which authorizes the contract or transaction, or solely
because his, her or their votes are counted for such purpose, if:

          (i)  The material facts as to the relationship or
     interest of such person and as to the contract or transac
     tion are disclosed or are known to the Board of Directors or
     the committee thereof, and the Board of Directors or commit-
     tee in good faith authorizes the contract or transaction by
     a vote sufficient for such purpose without counting the vote of
     the interested director or directors of the corporation;
     provided, however, that common or interested directors may
     be counted in determining the presence of a quorum at a
     meeting of the Board of Directors or committee; or

         (ii)  The material facts as to the relationship or
     interest of such person and as to the contract or transac-
     tion are disclosed or are known to the stockholders of the
     corporation entitled to vote thereon, and the contract or
     transaction is specifically approved in good faith by vote
     of the stockholders of the corporation; or

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


                       ARTICLE IX - Seal


     1.   Seal. The corporate seal of the corporation shall
consist of two concentric circles, between which is the name of
the corporation, and in the center shall be inscribed the year of
its incorporation and the words, "Corporate Seal, Delaware."


                  ARTICLE X - Indemnification


     1.   Indemnification in Third Party Actions.  The corpora-
tion shall indemnify each person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that such
person is or was a director, officer or employee of the
corporation, or is or was serving at the request of the corpora-
tion as a director, officer, employee or agent of another corpo-
ration, partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, against
all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties, and amounts


<PAGE>
paid or to be paid in settlement) actually and reasonably in-
curred by such person in connection with such action, suit or
proceeding if he or she acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or
her conduct was unlawful, except that no indemnification shall be
made in respect of any proceeding (or part thereof) initiated by
such person unless such proceeding (or part thereof) was autho-
rized by the Board of Directors of the corporation.  The termina-
tion of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which the person
reasonably believed to be in or not opposed to the best interests
of the corporation, and with respect to any criminal action or
proceeding, had reasonable cause to believe that his or her
conduct was unlawful.

     2.   Indemnification in an Action by or in the Right of the
Corporation.  The corporation shall indemnify each person who was
or is a party or is threatened to be made a party to any threat-
ened, pending or completed action or suit by or in the right of
the corporation to procure a judgment in its favor by reason of
the fact that such person is or was a director, officer or
employee of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit
plans, against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense
or settlement of such action or suit if the person acted in good
faith and in a manner the person reasonably believed to be in or
not opposed to the best interests of the corporation and except
that no indemnification shall be made in respect of (a) any
claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery of the State of Delaware or the
court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses
which such Court of Chancery or such other court shall deem
proper, or (b) any proceeding (or part thereof) initiated by such
person unless such proceeding (or part thereof) was authorized by
the Board of Directors of the corporation.

<PAGE>
     3.   Indemnification as of Right.  To the extent that a
director, officer or employee of the corporation has been
successful on the merits or otherwise in defense of any action,
suit or proceeding referred to in Sections l and 2 of this
Article X, or in defense of any claim, issue or matter therein,
such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person
in connection therewith.

     4.   Determination of Indemnification.  Any indemnification
under Sections 1 and 2 of this Article X (unless ordered by a
court) shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the
director, officer or employee is proper in the circumstances
because the person has met the applicable standard of conduct set
forth in such Sections l and 2.  Such determination shall be
made, with respect to a person who is a director or officer at
the time of such determination, (a) by a majority vote of the
directors who are not parties to such action, suit or proceeding,
even though less than a quorum, or (b) by a committee of such
directors designated by majority vote of such directors, even
though less than a quorum, or (c) if there are no such directors,
or if such directors so direct, by independent legal counsel in a
written opinion, or (d) by the stockholders.

     5.   Advance for Expenses.  Expenses (including attorneys'
fees) incurred in defending any civil, criminal, administrative
or investigative action, suit or proceeding shall be paid by the
corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf
of the director, officer or employee to repay such amount if it
shall ultimately be determined that he or she is not entitled to
be indemnified by the corporation as authorized in this Article
X, except that no advancement of expenses shall be made in
respect of any proceeding (or part thereof) initiated by such
person unless such proceeding (or part thereof) was authorized by
the Board of Directors of the corporation.

     6.   General Provisions.

     (a)  All expenses (including attorneys' fees) incurred in
defending any civil, criminal, administrative or investigative
action, suit or proceeding which are advanced by the corporation
under Section 5 of this Article X shall be repaid (i) in case the
person receiving such advance is ultimately found, under the

<PAGE>
procedure set forth in this Article X, not to be entitled to
indemnification, or (ii) where indemnification is granted, to the
extent that the expenses so advanced by the corporation exceed
the indemnification to which such person is entitled.

     (b)  The corporation may indemnify each person, though he or
she is not or was not a director, officer or employee of the
corporation, who served at the request of the corporation on a
committee created by the Board of Directors to consider and
report to it in respect of any matter.  Any such indemnification
may be made under the preceding provisions of this Article X and
shall be subject to the limitations thereof except that (as
indicated) any such committee member need not be nor have been a
director, officer or employee of the corporation.

     (c)  The provisions of this Article X shall be applicable to
appeals.  References to "serving at the request of the corpora-
tion" shall include without limitation any service as a director,
officer or employee of the corporation which imposes duties on,
or involves services by, such director, officer or employee with
respect to an employee benefit plan, its participants or
beneficiaries.  A person who acted in good faith and in a manner
he or she reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall
be deemed to have acted in a manner "not opposed to the best
interests of the corporation."

     (d)  If any section, subsection, paragraph, sentence,
clause, phrase or word in this Article X shall be adjudicated
invalid or unenforceable, such adjudication shall not be deemed
to invalidate or otherwise affect any other section, subsection,
paragraph, sentence, clause, phrase or word of this Article.

     (e)  The indemnification and advancement of expenses provid-
ed by, or granted pursuant to, this Article X shall not be deemed
exclusive of any other rights to which those seeking indemnifica-
tion or advancement of expenses may be entitled under any By-Law,
agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in their official capacities and as
to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director,
officer or employee and shall inure to the benefit of the heirs,
executors and administrators of such a person.

<PAGE>
                       ARTICLE XI - Amendments


     1.   Amendments.  Alterations or amendments of these By-Laws
may be made by the stockholders at any annual or special meeting
if the notice of such meeting contains a statement of the
proposed alteration or amendment, or by the Board of Directors at
any annual, regular or special meeting, provided notice of such
alteration or amendment has been given to each director in
writing at least five (5) days prior to said meeting or has been
waived by all the directors.




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