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 Meeting                                2
     Section 3.     Special Meetings                              2
     Section 4.     Notice of Stockholder Business 
                    and Nominations                             2-6
     Section 5.     Notice of Meetings                            6
     Section 6.     Quorum                                        6
     Section 7.     Adjournment of Meetings                     6-7
     Section 8.     Inspectors of Election                        7
     Section 9.     List of Stockholders                          7
     Section 10.    Voting                                      7-8
     Section 11.    Consents in Writing                           8
     Section 12.    Conduct of Meetings                         8-9

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

<PAGE>
     Table of Contents, Continued

ARTICLE IV - Officers
     Section 1.     Officers                                  11-12
     Section 2.     Chairman of the Board                        12
     Section 3.     Vice Chairmen of the Board                   12
     Section 4.     President                                    12
     Section 5.     Vice Presidents                              12
     Section 6.     General Counsel                              12
     Section 7.     Secretary                                    12
     Section 8.     Treasurer                                    12
     Section 9.     Controller                                   12
     Section 10.    Other Officers and Assistant Officers        13
     Section 11.    Term of Office; Vacancies                    13
     Section 12.    Removal                                      13

ARTICLE V - Dividends and Finance
     Section 1.     Dividends                                    13
     Section 2.     Deposits; Withdrawals; Notes and Other
                    Instruments                                  13
     Section 3.     Fiscal Year                                  13

ARTICLE VI - Books and Records; Record Date
     Section 1.     Books and Records                            13
     Section 2.     Record Date                                  14

ARTICLE VII - Notices
     Section 1.     Notices                                      15
     Section 2.     Waivers of Notice                            15

ARTICLE VIII - Contracts
     Section 1.     Interested Directors or Officers          15-16

ARTICLE IX - Seal
     Section 1.     Seal                                         16

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

ARTICLE XI - Amendments
     Section 1.     Amendments                                   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
Assistant Secretary, or the Treasurer or an Assistant Treasurer,
and sealed with the corporate seal; provided, that where any
Certificate 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.

     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.

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              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 purpose of electing directors and for
the transaction of such other business as may properly be brought
before the meeting shall be held on such date and at such time as
may be designated from time to time by the Board of Directors.

     3.   Special Meetings.  Special meetings of the stockholders
may be called by the Chairman of the Board of Directors, the
Chief Executive Officer of the corporation 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.  A demand by stockholders to hold a special meeting
shall be signed, dated and delivered to the Secretary, and shall
set forth the information required by Article II, Section 4 of
these By-Laws.  The Board of Directors of the corporation shall
have the sole power to determine the place, time and date for any
special meeting of stockholders, and to set a record date for the
determination of stockholders entitled to vote at such meeting in
the manner set forth in Article VI, Section 2 hereof.  Following
such determination, it shall be the duty of the Secretary to
cause notice to be given to the stockholders entitled to vote at
such meeting, in the manner set forth in Article II, Section 5
hereof, that a meeting will be held.

     4.   Notice of Stockholder Business and Nominations:
          
          (a)  Annual Meetings of Stockholders.

               (1)  Nominations of persons for election to
          the Board of Directors of the corporation and the
          proposal of business to be considered by the
          stockholders may be made at an annual meeting of
          stockholders only (i) pursuant to the
          corporation's notice of meeting delivered pursuant
          to Article II, Section 5, of these By-Laws (or any
          supplement thereto), (ii) by or at the direction
          of the Board of Directors or the Chairman of the
          Board or (iii) by any stockholder of the
          corporation who was a stockholder of record of the
          corporation at the time the notice provided for in
          this Section 4 is delivered to the Secretary of
          the corporation, who is entitled to vote at the
          meeting and who complies with the notice
          procedures set forth in subparagraphs (2) and (3)
          of this paragraph (a) in this Section 4.
     
               (2)  For nominations or other business to be
          properly brought before an annual meeting by a
          stockholder pursuant to 

<PAGE> 3
          clause (iii) of paragraph (a)(1) of this Section 4, 
          the stockholder must have given timely notice 
          thereof in writing to the Secretary of the 
          corporation and such other business must otherwise 
          be a proper matter for stockholder action as 
          determined by the Board of Directors.  To be timely, 
          a stockholder's notice shall be delivered to the 
          Secretary at the principal executive offices of 
          the corporation not less than thirty (30) days 
          prior to the first anniversary date of the 
          written notice of the meeting given to 
          stockholders of record on the record 
          date for such meeting by or at the
          direction of the Board of Directors of the
          previous year's annual meeting provided, however,
          that such notice shall not be required to be given
          more than ninety (90) days prior to an annual
          meeting of stockholders.  In no event shall the
          public announcement of an adjournment or
          postponement of an annual meeting of stockholders
          commence a new time period (or extend any time
          period) for the giving of a stockholder's notice
          as described above.  Such stockholder's notice
          shall set forth:  (i) as to each person whom the
          stockholder proposes to nominate for election or
          reelection as a director all information relating
          to such person that is required to be disclosed in
          solicitations of proxies for election of directors
          in an election contest, or is otherwise required,
          in each case pursuant to Regulation 14A under the
          Securities Exchange Act of 1934, as amended (the
          "Exchange Act") and Rule 14a-11 thereunder (and
          such person's written consent to being named in
          the proxy statement as a nominee and to serving as
          a director if elected); (ii) as to any other
          business that the stockholder proposes to bring
          before the annual meeting, a brief description of
          the business desired to be brought before the
          annual meeting, the text of the proposal or
          business (including the text of any resolutions
          proposed for consideration and in the event that
          such business includes a proposal to amend the By-
          Laws of the corporation, the language of the
          proposed amendment), the reasons for conducting
          such business at the annual meeting and any
          material interest in such business of such
          stockholder and the beneficial owner, if

<PAGE> 4
          any, on whose behalf the proposal is made; and 
          (iii) as to the stockholder giving the notice and the
          beneficial owner, if any, on whose behalf the
          nomination or proposal is made (A) the name and
          address of such stockholder, as they appear on the
          corporation's books, and of such beneficial owner,
          (B) the class and number of shares of capital
          stock of the corporation which are owned
          beneficially and of record by such stockholder and
          such beneficial owner, (C) a representation that
          the stockholder is a holder of record of stock of
          the corporation entitled to vote at such annual
          meeting and intends to appear in person or by
          proxy at the annual meeting to propose such
          business or nomination, and (D) a representation
          whether the stockholder or the beneficial owner,
          if any, intends or is part of a group which
          intends to (1) deliver a proxy statement and/or
          form of proxy to holders of at least the
          percentage of the corporation's outstanding
          capital stock required to approve or adopt the
          proposal or elect the nominee and/or (2) otherwise
          solicit proxies from stockholders in support of
          such proposal or nomination.  The corporation may
          require any proposed nominee to furnish such other
          information as it may reasonably require to
          determine the eligibility of such proposed nominee
          to serve as a director of the corporation.
          
               (3)  Notwithstanding anything in the second
          sentence of paragraph (a)(2) of this Section 4 to
          the contrary, in the event that the number of
          directors to be elected to the Board of Directors
          of the corporation at an annual meeting is
          increased and there is no public announcement by
          the corporation naming all of the nominees for
          director or specifying the size of the increased
          Board of Directors at least one hundred (100) days
          prior to the first anniversary of the preceding
          year's annual meeting, a stockholder's notice
          required by this Section 4 shall also be
          considered timely, but only with respect to
          nominees for any new positions created by such
          increase, if it shall be delivered to the
          Secretary at the principal executive offices of
          the corporation not later than the close of
          business on the tenth day following the day on
          which such public announcement is first made by
          the corporation.
     
          (b)  Special Meetings of Stockholders.

               (1)  Only such business shall be conducted at
          a special meeting of stockholders as shall have
          been described in the corporation's notice of
          meeting given pursuant to Article II, Section 5 of
          these By-Laws.  Nominations of persons for
          election to the Board of Directors may be made at
          a special meeting of stockholders only (i) by or
          at the direction of the Board of Directors or the
          Chairman of the Board, or (ii) by any stockholder
          of the corporation who is a stockholder of record
          at the time the notice provided for in this
          Section 4(b) is delivered to the Secretary of the
          corporation, who is entitled to vote at the
          special meeting and who complies with the notice
          procedures set forth in paragraph (b)(2) of this
          Section 4.  In the event a special meeting of
          stockholders is called for the purpose of electing
          one or more directors to the Board of Directors,
          any such stockholder entitled to vote in such
          election of directors may nominate a person or
          persons (as the case may be) for election to such
          position(s) as specified in the corporation's
          notice of meeting, if the stockholder's notice
          containing the information and as otherwise
          required by paragraph (b)(2) of this Section 4
          shall be delivered to the Secretary at the

<PAGE> 5
          principal executive offices of the corporation not
          later than the close of business on the tenth day
          following the day on which public announcement is
          first made of the date of the special meeting and
          of the nominees proposed by the Board of Directors
          to be elected at such meeting.  In no event shall
          the public announcement of an adjournment or
          postponement of a special meeting commence a new
          time period (or extend any time period) for the
          giving of a stockholder's notice as described
          above.
     
               (2)  For nominations to be properly brought
          before a special meeting by a stockholder pursuant
          to clause (ii) of paragraph (b)(1) of this Section
          4, the stockholder's notice must contain the
          information required by this paragraph.  For any
          other business to be properly brought before a
          special meeting by a stockholder, such other
          business must be a proper matter for stockholder
          action and the stockholder's demand for the
          special meeting pursuant to Article II, Section 3
          of these By-Laws must contain the information
          required by this paragraph.  Such stockholder's
          notice or demand shall set forth:  (i) as to each
          person whom the stockholder proposes to nominate
          for election or reelection as a director all
          information relating to such person that is
          required to be disclosed in solicitations of
          proxies for election of directors in an election
          contest, or is otherwise required, in each case
          pursuant to Regulation 14A under the Exchange Act
          and Rule 14a-11 thereunder (and such person's
          written consent to being named in the proxy
          statement as a nominee and to serving as a
          director if elected); (ii) as to any other
          business that the stockholder proposes to bring
          before the special meeting, a brief description of
          the business desired to be brought before the
          special meeting, the text of the proposal or
          business (including the text of any resolutions
          proposed for consideration and in the event that
          such business includes a proposal to amend the By-
          Laws of the corporation, the language of the
          proposed amendment), the reasons for conducting
          such business at the special meeting and any
          material interest in such business of such
          stockholder and the beneficial owner, if any, on
          whose behalf the proposal is made; and (iii) as to
          the stockholder giving the notice and the
          beneficial owner, if any, on whose behalf the
          nomination or proposal is made (A) the name and
          address of such stockholder, as they appear on the
          corporation's books, and of such beneficial owner,
          (B) the class and number of shares of capital
          stock of the corporation which are owned
          beneficially and of record by such stockholder and
          such beneficial owner, (C) a representation that
          the stockholder is a holder of record of stock of
          the corporation entitled to vote at such special
          meeting and intends to appear in person or by
          proxy at the special meeting to propose such
          business or nomination, and (D) a 

<PAGE> 6
          representation whether the stockholder or the 
          beneficial owner, if any, intends or is part of a 
          group which intends to (1) deliver a proxy statement 
          and/or form of proxy to holders of at least the
          percentage of the corporation's outstanding
          capital stock required to approve or adopt the
          proposal or elect the nominee and/or (2) otherwise
          solicit proxies from stockholders in support of
          such proposal or nomination.  The corporation may
          require any proposed nominee to furnish such other
          information as it may reasonably require to
          determine the eligibility of such proposed nominee
          to serve as a director of the corporation.
     
          (c)  General.

               (1)  Only such persons who are nominated in
          accordance with the procedures set forth in this
          Section 4 shall be eligible to be elected at an
          annual or special meeting of stockholders of the
          corporation to serve as directors and only such
          business shall be conducted at a meeting of
          stockholders as shall have been brought before the
          meeting in accordance with the procedures set
          forth in this Section 4.  Except as otherwise
          provided by law, the chairman of the meeting shall
          have the power and duty to (i) determine whether a
          nomination or any business proposed to be brought
          before an annual or special meeting was made or
          proposed, as the case may be, in accordance with
          the procedures set forth in this Section 4 and
          (ii) if any proposed nomination or business is not
          in compliance with this Section 4 (including
          whether the stockholder or beneficial owner, if
          any, on whose behalf the nomination or proposal is
          made solicits (or is part of a group which
          solicits), or fails to so solicit (as the case may
          be), proxies in support of such stockholder's
          nominee or proposal in compliance with such
          stockholder's representation as required by clause
          (iii)(D) of Section (a)(2) or clause (iii)(D) of
          Section (b)(2) of this Section 4), to declare that
          such nomination shall be disregarded or that such
          proposed business shall not be transacted.
     
               (2)  For purposes of this Section 4, "public
          announcement" shall mean disclosure in a press
          release reported by the Dow Jones News Service,
          Associated Press or comparable

<PAGE> 7
          national news service or in a document publicly
          filed by the corporation with the Securities and
          Exchange Commission pursuant to Section 13, 14 or
          15(d) of the Exchange Act.
          
               (3)  Notwithstanding the foregoing provisions
          of this Section 4, a stockholder shall also comply
          with all applicable requirements of the Exchange
          Act and the rules and regulations thereunder with
          respect to the matters set forth in this Section
          4.  Nothing in this Section 4 shall be deemed to
          affect any rights of stockholders to request
          inclusion of proposals in the corporation's proxy
          statement pursuant to Rule 14a-8 under the
          Exchange Act.

     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.
Any previously scheduled annual or special meeting of the
stockholders may be postponed, and any previously scheduled
annual or special meeting of the stockholders called by the Board
of Directors may be cancelled, by resolution of the Board of
Directors upon public notice given prior to the time previously
scheduled for such meeting of stockholders.

     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.   Adjournment of Meetings.  Any meeting of stockholders,
annual or special, may be adjourned solely by the chairman of the
meeting from time to time to reconvene at the same or some other
time, date and place, and notice need not be given of any such
adjourned meeting if the time, date and place thereof are
announced at the meeting at which the adjournment is taken.  The
stockholders present at a meeting shall not have authority to
adjourn the meeting.  At the adjourned meeting at which a quorum
is present, the stockholders may transact any business which
might have been transacted at the original meeting.  If after the
adjournment a new record date is fixed for the adjourned meeting,
notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

          Once a share is represented for any purpose at a
meeting, it shall be present for quorum purposes for the
remainder of the meeting and for any adjournment of that meeting
unless a new record date is or must be set for the adjourned
meeting.  A new record date must be set if the meeting is
adjourned to a date more than 120 days after the original date
fixed for the meeting.

<PAGE> 8
     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
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 

<PAGE> 9
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.

     12.  Conduct of Meetings.  Meetings of stockholders shall be
presided over by the Chairman of the Board or by another chairman
designated by the Board of Directors.  The date and time of the
opening and the closing of the polls for each matter upon which
the stockholders will vote at a meeting shall be determined by
the chairman of the meeting and announced at the meeting.  The
Board of Directors may adopt by resolution such rules and
regulations for the conduct of the meeting of stockholders as it
shall deem appropriate.  Except to the extent inconsistent with
such rules and regulations as adopted by the Board of Directors,
the chairman of any meeting of stockholders shall have the
exclusive right and authority to prescribe such rules,
regulations and procedures and to do all such acts as, in the
judgment of such chairman, are appropriate for the proper conduct
of the meeting.  Such rules, regulations or procedures, whether
adopted by the Board of Directors or prescribed by the chairman
of the meeting, may include, without limitation, the following:
(i) the establishment of an agenda or order of business for the
meeting; (ii) rules and procedures for maintaining order at the
meeting and the safety of those present; (iii) limitations on
attendance at or participation in the meeting to stockholders of
record of the corporation, their duly authorized and constituted
proxies or such other persons as the chairman of the meeting
shall determine; (iv) restrictions on entry to the meeting after
the time fixed for the commencement thereof; and (v) limitations
on the time allotted to questions or comments by participants.
Unless and to the extent determined
by the Board of Directors or the chairman of the meeting,
meetings of stockholders shall not be required to be held in
accordance with the rules of parliamentary procedure.

                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 eleven (11) persons.  Directors
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 

<PAGE> 10
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
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, 


<PAGE> 11
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;
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 

<PAGE> 12
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,
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 

<PAGE> 13
handling of all such 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.

     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.

<PAGE> 14
     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 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 stockholders 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 stockholders shall not be
     less than ten (10) days before the date of such
     meeting.
     
          (b)  In order that the corporation may determine
     the stockholders 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 

<PAGE> 15
     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 stockholder of record seeking to have the
     stockholders authorize or take corporate action by
     written consent shall, by written notice to the Secre
     tary, 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
     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 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.


                     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

<PAGE> 16
     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
     transaction are disclosed or are known to the Board of
     Directors or the committee thereof, and the Board of
     Directors or committee 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
     transaction 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

<PAGE> 17
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
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.

     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.

<PAGE> 18
     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 procedure set forth in this Article X, not to
     be

<PAGE> 19
     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 corporation" 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 provided by, or granted pursuant to, this
     Article X shall not be deemed exclusive of any other
     rights to which those seeking indemnification 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> 20
                     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.