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                            AMENDMENT TWO
                                TO THE
                          RESTATED BYLAWS OF
                         PAUL MUELLER COMPANY
                          ADOPTED MAY 6, 1991

                           October 27, 1999

     RESOLVED, that Section 7 of the Restated Bylaws of Paul Mueller
Company be, and it hereby is, amended by deleting the text of Section
7 in its entirety and replacing it with the following:

     7.  (a) BUSINESS WHICH MAY BE TRANSACTED AT ANNUAL MEETINGS.

         (i) No business may be transacted at an annual meeting of
     the shareholders ("annual meeting"), other than business that
     is either (a) specified in the notice of meeting (or any supple-
     ment thereto) given by or at the direction of the board of
     directors (or a designated committee thereof), (b) otherwise
     properly brought before the annual meeting by or at the direc-
     tion of the board of directors (or a designated committee
     thereof), or (c) otherwise properly brought before the annual
     meeting by any shareholder of the corporation (x) who is a s
     hareholder of record (both on the date such shareholder gives
     notice of such business as provided in this Section 7(a) and
     on the record date for the determination of shareholders en-
     titled to vote at such annual meeting) and (y) who complies
     with the provisions of this Section 7(a).

        (ii) In addition to any other applicable requirements, for
     business to be properly brought before an annual meeting by a
     shareholder, including, without limitation, nominations of
     persons for election or reelection to the board of directors,
     such shareholder must have given timely notice thereof in proper
     written form to the Secretary of the corporation.  To be timely,
     a shareholder's notice shall be delivered to, or mailed to and
     received by, the Secretary at the corporation's principal execu-
     tive offices not later than the close of business on the 90th day
     nor earlier than the close of business on the 120th day prior to
     the first anniversary of the preceding year's annual meeting;
     provided, however, that in the event that the date of the annual
     meeting is more than 30 days before or more than 60 days after
     such anniversary date, notice by the shareholder to be timely
     must be so delivered or mailed and received not earlier than
     the close of business on the 120th day prior to such annual
     meeting and not later than the close of business on the later
     of (x) the 90th day prior to such annual meeting, or (y) the 10th
     day following the day on which public announcement of the date
     of such meeting is first made.  In no event shall the public
     announcement of an adjournment of an annual meeting commence a
     new time period for the giving of the shareholder's notice as
     described above.  To be in proper written form, a shareholder's
     notice to the Secretary shall set forth (a) as to each person
     whom the shareholder 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
     as otherwise required, in each case pursuant to Regulation 14A
     under the Securities Exchange Act of 1934 (the "Exchange Act"),
     as amended, and Rule 14a-11 thereunder (including such person's
     written consent to being named in the proxy statement as a
     nominee and to serving as a director if elected); (b) as to
     each other matter the shareholder proposes to bring before the
     annual meeting, a brief description of the business desired to
     be brought before the annual meeting, the reasons for conducting
     such business at the annual meeting, and any material interest
     of the shareholder proposing to bring such business before such

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     meeting (or any other shareholders known to be supporting such
     proposal) in such proposal; and (c) as to the shareholder
     giving the notice (i) the name and address, as they appear on
     the corporation's books, of the shareholder proposing such
     business, (ii) the class and number of shares of the corporation
     which are beneficially owned by the shareholder, (iii) the names
     and addresses of the beneficial owners, if any, of any capital
     stock of the corporation registered in such shareholder's name
     on the corporation's books, and the class and number of shares
     of the corporation owned by such beneficial owners, (iv) the
     names and addresses of other shareholders known by the share-
     holder proposing such business to support such proposal, and
     he class and number of shares of the corporation's capital
     stock beneficially owned by such other shareholders; and (v)
     a representation that such shareholder intends to appear in
     person or by proxy at the annual meeting to bring such business
     before the meeting.

       (iii) Notwithstanding anything in the second sentence of
     paragraph (a)(ii) of this Section 7 to the contrary, in the
     event that the number of directors to be elected to the board
     of directors of the corporation is increased and there is no
     public announcement by the corporation naming all of the nomi-
     nees for director or specifying the size of the increased board
     of directors at least 90 days prior to the first anniversary of
     the preceding year's annual meeting, a shareholder's notice
     required by this Section 7 shall also be considered timely, but
     only with respect to nominees for any new positions created by
     such increase, if such notice shall be delivered to, or mailed
     to and received by, the Secretary at the principal executive
     offices of the corporation not later than the close of business
     on the 10th day following the day on which such public announce-
     ment is first made by the corporation.

         (b) BUEINESS WHICH MAY BE TRANSACTED AT SPECIAL MEETINGS.
Only such business shall be conducted at a special meeting of share-
holders as shall have been brought before the meeting pursuant to the
corporation's notice of such meeting.  In the event the corporation
calls a special meeting of shareholders for the purpose of electing
one or more directors to the board of directors, any shareholder of
the corporation who is a shareholder of record (both at the time of
giving notice of a nomination as provided in this Section 7(b) and
on the record date for the determination of shareholders entitled to
vote at such special meeting) may nominate a person or persons (as
the case may be), for election as a director as specified in the
corporation's notice of meeting, if the shareholder's notice of nomi-
nation, in written form as required by paragraph (a)(ii)(a) of this
Section 7, shall be delivered to, or mailed to and received by, the
Secretary at the principal executive offices of the corporation not
earlier than the close of business on the 120th day prior to such
special meeting and not later than the close of business on the
later of (x) the 90th day prior to such special meeting, or (y) the
10th day following the day on which public announcement is first made
by the corporation of the date of such special meeting.  In no event
shall the public announcement of an adjournment of a special meeting
of shareholders commence a new time period for the giving of a share-
holder's notice as described above.

         (c) GENERAL.

         (i) Only such persons who are nominated (a) by the board
     of directors (or a designated committee thereof), or (b) by a
     shareholder in accordance with the procedures set forth in this
     Section 7, shall be eligible to serve as directors and only
     such business shall be conducted at a meeting of shareholders
     as shall have been brought before the meeting in accordance with
     the provisions of this Section 7; provided, however, that once
     business has been properly brought before the meeting in accor-
     dance with such provisions, nothing in this Section 7 shall be
     deemed to preclude discussion by any shareholder of any such
     business.  If the board of directors or a designated committee

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     thereof determines that any shareholder proposal or nomination
     is not properly brought before the meeting in accordance with
     the provisions of this Section 7 in any material respect, such
     proposal or nomination shall not be presented for action at the
     annual meeting (or special meeting if the nomination relates
     to a special meeting) in question.  If neither the board of
     directors nor such committee makes a determination as to the
     validity of any shareholder proposal or nomination in the
     manner set forth above, the presiding officer of the annual
     meeting (or special meeting if the nomination relates to a
     special meeting) shall determine whether the shareholder
     proposal or nomination is properly brought before the meeting
     in accordance with the terms of this Section 7.  If the pre-
     siding officer determines that any shareholder proposal or
     nomination is not properly brought before the meeting in accor-
     dance with the provisions of this Section 7 in any material
     respect, such proposal or nomination shall not be presented
     for action at the annual meeting (or special meeting if the
     nomination relates to a special meeting) in question.  If the
     board of directors, a designated committee thereof, or the
     presiding officer determines that a shareholder proposal or
     nomination was made in accordance with the requirements of this
     Section 7, the presiding officer shall so declare at the annual
     meeting (or special meeting if the nomination relates to a
     special meeting) in question, and ballots shall be provided for
     use at the meeting with respect to such proposal or nomination.

        (ii) For purposes of this Section 7, "public announcement"
     shall mean disclosure in a press release reported by the Dow
     Jones News Service, the Associated Press, or a comparable
     national news service, or in a document publicly filed by the
     corporation with the Securities and Exchange Commission (in-
     cluding, without limitation, a Form 8-K) pursuant to Section
     13, 14, or 15(d) of the Exchange Act.

       (iii) Notwithstanding the foregoing provisions of this Sec-
     tion 7, a shareholder 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
     7.  Nothing in this Section 7 shall be deemed to affect any
     rights of shareholders to request inclusion of proposals in the
     corporation's proxy statement pursuant to Rule 14a-8 of the
     Exchange Act.

     and

     FURTHER RESOLVED, that Section 11 of the Restated Bylaws of Paul
Mueller Company be, and it hereby is, amended by deleting the text
of Section 11 in its entirety and replacing it with the following:

    11.  (a) NUMBER OF DIRECTORS.  The number of directors to consti-
tute the board of directors shall be determined as provided in the
Articles of Incorporation.

         (b) NOMINATION OF DIRECTORS.  Subject to the rights of
holders of any class or series of Preferred Stock then outstanding,
nominations for the election of directors may be made (i) by the
board of directors (or a designated committee thereof), or (ii) by
any shareholder who complies with the notice and other provisions
set forth in Section 7 of these Bylaws.

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