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                                    BY-LAWS         As amended effective 3/19/98

                                      OF

                            DRESSER INDUSTRIES, INC.

                                   ARTICLE I

SECTION 1.    PRINCIPAL OFFICE IN DELAWARE.

     The principal office shall be in the City of Wilmington, County of New 
Castle, and the name of the resident agent in charge thereof is the 
Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

SECTION 2.  OTHER OFFICES.

     The Company may also have offices at such other places, either within or 
without the State of Delaware, as the Board of Directors may from time to 
time appoint or as the business of the Company may require.

                                  ARTICLE II

SECTION 1.    ANNUAL MEETING OF SHAREHOLDERS.

     The Annual Meeting of Shareholders of the Company shall be held at the 
principal office of the Company, Dallas, Texas, or at such other place within 
or without the State of Texas at such time and on such date in the months of 
March, April or May of each year as the Directors may determine.  In the 
absence of a determination by the Directors, the Annual Meeting of 
Shareholders shall be held at the principal office of the Company, Dallas, 
Texas at 10:00 a.m. on the third Thursday in March of each year, if not a 
legal holiday or, if a legal holiday, then on the next succeeding business 
day.  The Directors shall be elected at the Annual Meeting and such other 
business transacted as may properly be brought before the meeting.

SECTION 2.    SPECIAL MEETINGS OF SHAREHOLDERS.

     Special meetings of the shareholders for any purpose or purposes may be 
called at any time by the Chairman of the Board, the Vice Chairman or the 
President or a majority of the Board of Directors, and each such special 
meeting unless another place is designated by a resolution of the Board of 
Directors, shall be held at the office of the Company in Dallas, Texas.  At 
any time, upon written request of any person entitled to call a special 
meeting, it shall be the duty of the Secretary to call such special meeting 
of the shareholders to be held at such time as the Secretary may fix.  The 
call of said special meeting shall state the time and place of said meeting 
if said 

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meeting is to be held at some place other than the office of the Company, and 
the purpose or purposes of the proposed meeting.

SECTION 3.    NOTICE OF MEETINGS OF SHAREHOLDERS.

     Written or printed notice of the time, place and purpose or purposes of 
the Annual Meetings and of each special meeting of the shareholders shall be 
given by or at the direction of the person authorized to call the meeting to 
each shareholder of record entitled to vote at the meeting, at his last known 
address as the same appears upon the books of the Company, not more than 
sixty (60) days prior to the date of the meeting.  It shall also be the duty 
of the Secretary to provide for any further or additional notice that may be 
required by law.  When a meeting is adjourned, it shall not be necessary to 
give any notice of the adjourned meeting or of the business to be transacted 
at an adjourned meeting other than by announcement at the meeting at which 
such adjournment is taken.

SECTION 4.    QUORUM.

     At any meeting of the shareholders, the presence in person or by proxy 
of the holders of a majority of the outstanding shares entitled to vote at 
such meeting shall constitute a quorum for all purposes, unless otherwise 
provided by these By-Laws, the Certificate of  Incorporation or by law.  The 
shareholders present at a duly organized meeting can continue to do business 
until adjournment notwithstanding the withdrawal of enough shareholders to 
leave less than a quorum.  If a meeting cannot be organized because a quorum 
has not attended, those present may, except as otherwise provided by law, 
adjourn the meeting to such time and place, without further notice, as they 
may determine, but in the case of any meeting called for the election of 
Directors, those who attend the second of such adjourned meetings, although 
less than a quorum as fixed in this section of the By-Laws or in the 
Certificate of Incorporation, shall nevertheless constitute a quorum for the 
purpose of electing Directors.  

SECTION 5.    ORGANIZATION.

     Meetings of the shareholders shall be called to order by the Chairman of 
the Board or in his absence by the Vice Chairman or in the absence of both by 
the President of the Company.  Such person shall act as Chairman of the 
meeting or, in the absence of the Chairman of the Board, the Vice Chairman 
and the President or with the consent of each of them if present in person, 
the meeting may elect any shareholder present or the duly authorized proxy of 
any shareholder to act as Chairman of the meeting.

     The Secretary of the Company or, in his absence, any Assistant Secretary 
in attendance, shall act as Secretary of all meetings of shareholders, but if 
neither the Secretary nor any Assistant Secretary be present thereat the 
presiding officer may appoint any person to act as Secretary of the meeting 
and to keep the record of the proceedings.

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SECTION 6.    INSPECTORS OF ELECTION.

     One or more Inspectors of Election may be appointed by the Board of 
Directors before or at each meeting of the shareholders of the Company at 
which an election of Directors shall take place.  If no such appointment 
shall have been made, or if the Inspector(s) appointed by the Board of 
Directors shall refuse to act or fail to attend, then the appointment shall 
be made by the presiding officer at the meeting.  The Inspector(s) shall 
receive and take in charge all proxies and ballots, and shall decide all 
questions concerning the qualification of voters, the validity of proxies, 
the acceptance and rejection of votes, and shall count the votes cast and 
shall make a report of the results thereof to the meeting and make such 
reports to the presiding officer with respect to the foregoing as he may 
request.

SECTION 7.    ORDER OF BUSINESS.

     The order of business at all meetings of shareholders, unless otherwise 
determined by a vote of the holders of a majority of the shares entitled to 
vote at said meeting present in person or represented by proxy, shall be 
determined by the presiding officer.
 
SECTION 8.    VOTING.

     Except as otherwise provided in the Certificate of Incorporation, every 
shareholder of record shall have the right at every shareholders' meeting to 
one (1) vote for every share standing in his name on the books of the 
Company. Every shareholder may vote either in person or by proxy.  Every 
proxy shall be executed in writing by the shareholder or by his duly 
authorized attorney-in-fact and filed with the Secretary of the Company.  The 
proxy, unless coupled with an interest, shall be revocable at will, 
notwithstanding any other agreement or any provision in the proxy to the 
contrary, but the revocation of the proxy shall not be effective until 
written notice thereof has been given to the Secretary of the Company.  No 
unrevoked proxy may be voted on after three (3) years from the date of its 
execution unless the proxy provides for a longer period.  A proxy shall not 
be revoked by the death or incapacity of the maker unless before the vote is 
counted or the authority is exercised, written notice of such death or 
incapacity is given to the Secretary of the Company.  A shareholder shall not 
sell his vote or execute a proxy to any person for any sum of money or 
anything of value.

     The stock transfer books of the Company shall be the evidence of the 
ownership of the shares of stock for the purpose of voting.  All elections 
shall be held and all questions shall be decided by a plurality vote, except 
as otherwise required by these By-Laws, the Certificate of Incorporation or 
by law.

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SECTION 9.    VOTING LISTS.

     The agent having charge of the transfer books for the shares of this 
Company shall make, at least ten (10) days before each election of Directors, 
a complete list of the shareholders entitled to vote at said election, 
arranged in alphabetical order, with the address of, and the number of shares 
held by each, which list shall be open at the place where said election is to 
be held for ten (10) days and shall be subject to inspection by any 
shareholder of the Company during usual business hours.  Such list shall also 
be produced and kept open at the time and place of the meeting and shall be 
subject to the inspection of any shareholder during the whole time of the 
Meeting.  The original share ledger or transfer book or duplicates thereof 
shall be the only evidence as to who are shareholders entitled to examine 
such list or share ledger or transfer book or to vote in person or by proxy 
at any meeting of the shareholders.

                                 ARTICLE III

DIRECTORS

SECTION 1.    NUMBER AND TERM OF OFFICE.

     The business and affairs of the Company shall be managed by or under the 
direction of a Board of Directors, nine (9) in number, which number may be 
altered from time to time by amendment of these By-Laws, but the said number 
shall never be less than three (3).  Said Directors need not be shareholders.

Section 2.    ELECTION OF DIRECTORS.

     The Directors shall be elected by the shareholders at the annual meeting 
of said shareholders and shall hold their offices until their successors are 
elected and qualified in their stead.  Vacancies in the Board of Directors, 
from any cause whatsoever, including any increase in the number of Directors, 
shall be filled by a majority of the remaining members of the Board, though 
less than a quorum, and each person so elected shall be a Director until his 
successor is elected by the shareholders, who may make such selection at the 
next annual meeting of the shareholders or at any special meeting called for 
that purpose and held prior thereto.  All elections of Directors shall be by 
ballot.

SECTION 3.    PLACE OF MEETINGS.

     The meetings of the Board of Directors shall be at such place, within or 
without the State of Delaware, as the majority of the Directors may from time 
to time appoint or as may be designated in the notice calling the meeting. 

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SECTION 4.    ORGANIZATION MEETING OF THE BOARD.

     After each annual election of Directors, the newly elected Directors 
shall meet for the purpose of organization, the election and appointment of 
officers, and the transaction of such other business at such time and place 
as shall be fixed by the written consent of a majority of the Directors or as 
shall be specified in the notice given hereinafter provided for special 
meetings of the Board of Directors.

SECTION 5.    REGULAR MEETINGS.

     Regular meetings of the Board of Directors shall be held at such times 
and places as the Board of Directors shall from time to time designate, and 
the Board in fixing the time and place of such meetings may provide that no 
notice thereof shall be necessary.

SECTION 6.    SPECIAL MEETINGS.

     Special meetings of the Board of Directors shall be held whenever called 
by the Chairman of the Board or the Vice Chairman or the President or by a 
majority of the Directors or a majority of the Executive Committee for the 
time being in office.  Special meetings of the Board of Directors shall be 
held at such times and places as shall be set forth in the call of the 
meeting.

SECTION 7.    NOTICE OF DIRECTORS' MEETINGS.

     The Secretary of the Company shall give notice to each Director of each 
regular or special meeting by mailing the same at least two (2) days before 
the meeting to his last known address, or by telegraphing or telephoning the 
same not less than one (1) day before the meeting, which notice shall state 
the time and place and general purpose or purposes of the meeting.  No notice 
of any meeting shall be necessary if every Director shall be either present 
or shall have consented thereto by letter, cablegram, radiogram or telegram.

     If at any meeting there is less than a quorum, a majority of those 
present at such meeting may adjourn the same.

     When a meeting is adjourned, it shall not be necessary to give any 
notice of the adjourned meeting or of the business to be transacted at an 
adjourned meeting other than by an announcement at the meeting at which such 
adjournment is taken.

SECTION 8.    QUORUM.

     One-Third (1/3) of the Directors in office shall constitute a quorum for 
the transaction of business, and the acts of a majority of the Directors 
present at a meeting at which a quorum is present shall be the acts of the 
Board of Directors.

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SECTION 9.    ORDER OF BUSINESS.

     The order of business at all meetings of the Board of Directors, unless 
otherwise determined by the affirmative vote of a majority of the members 
present at any meeting, shall be determined by the presiding officer.

SECTION 10.    COMPENSATION OF THE DIRECTORS.

     The Directors may receive a stated compensation for their services as 
Directors, and by resolution of the Board a fixed fee and the expenses 
incident to attendance at each meeting of the Board or any Committee thereof 
may be determined.  Nothing herein contained shall be construed to preclude 
any Director from serving the Company in any other capacity as an officer, 
agent or otherwise and receiving compensation therefor.

SECTION 11.    ACTION WITHOUT A MEETING.

     Unless otherwise restricted by the Certificate of Incorporation or these 
By-Laws, 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 prior to such action a written consent thereto is signed by all 
members of the Board or of such Committee, as the case may be, and such 
written consent is filed with the minutes of proceedings of the Board or 
Committee.

                                  ARTICLE IV

EXECUTIVE COMMITTEE

SECTION 1.    NUMBER.

     The Company may have an Executive Committee appointed by the Board of 
Directors which shall consist of at least three (3) members and shall be made 
up of members of the Board of Directors.  The Board of Directors may 
designate one of the members thereof as Chairman of the Executive Committee.

SECTION 2.    VACANCIES.

     Vacancies occurring in the Executive Committee for any cause may be 
filled at any meeting of the Board of Directors.

SECTION 3.    EXECUTIVE COMMITTEE TO REPORT TO BOARD.

     All actions by the Executive Committee shall be reported to the Board at 
its meeting next succeeding such action and shall be subject to revision or 
alteration by the Board; provided, however, that rights of third parties 
shall not be affected by any revision or alteration.

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SECTION 4.    PROCEDURE.

     The Executive Committee shall fix its own rules of procedure and shall 
meet where and as provided by such rules or by resolution of the Board.  The 
presence of a majority shall be necessary to constitute a quorum for the 
transaction of business and in every case an affirmative vote by a majority 
of all of the members of the Committee present shall be necessary.

SECTION 5.    POWERS.

     During the intervals between the meetings of the Board of Directors, the 
Executive Committee shall possess and may exercise the power and authority to 
declare dividends and all other powers of the Board in the management and 
direction of the business and the conduct of the affairs of the Company in 
such manner as the Executive Committee shall deem for the best interests of 
the Company in all cases where specific direction shall not have been given 
by the Board, and shall have power to authorize the seal of the Company to be 
affixed to all instruments and documents which may require it.  

                                  ARTICLE V

OTHER COMMITTEES

     From time to time the Board of Directors may appoint any other committee 
or committees for any lawful purposes whatsoever, which shall have such 
powers as shall be specified in the resolution of appointment.

                                  ARTICLE VI

OFFICERS

SECTION 1.    EXECUTIVE AND OTHER OFFICERS.

     The officers of the Company shall include a Chairman of the Board, a 
President, a Treasurer and a Secretary, all of whom shall be elected by the 
Board of Directors.  The Board may also elect a Vice Chairman.  Other than 
the Chairman of the Board, the Vice Chairman and the President, it shall not 
be necessary for officers of the Company to be Directors.  The Board of 
Directors shall have authority from time to time to elect or appoint one or 
more Vice Presidents, any one or more of whom may be designated Executive 
Vice Presidents or Senior Vice Presidents, a General Counsel, a Controller, 
one or more Assistant Secretaries and one or more Assistant Treasurers.  Any 
person may fill one or more offices, except the offices of President and 
Secretary.  The Board of Directors may appoint such other agents of the 
Company as it may deem necessary for the transaction of the business of the 
Company and prescribe their several duties, or may by resolution authorize 
the Chairman of the Board or the President or any Vice President to appoint 
agents of the Company and to prescribe the duties of agents so appointed by 
them.  All 

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agents appointed pursuant to such authorization may be removed by any of the 
persons so designated.  All officers and agents elected or appointed by the 
Board of Directors shall be subject to removal by the Board at any time, with 
or without cause.  The Board of Directors shall fix the compensation to be 
paid to the officers and agents of the Company elected or appointed by the 
Board and take from them such bonds with security for the discharge of their 
duties and responsibilities as the Directors may see fit.  All vacancies 
among the officers from any cause whatsoever shall be filled by the Board of 
Directors.

SECTION 2.    ELECTION OF OFFICERS.

     A Chairman of the Board of Directors, a President, a Secretary and a 
Treasurer shall be elected by the Directors of the Company at their first 
meeting after the annual meeting of the Shareholders.

SECTION 3.    THE CHAIRMAN OF THE BOARD.

     The Chairman of the Board shall be the Chief Executive Officer of the 
Company.  He shall preside at all meetings of the shareholders and of the 
Board of Directors.  He shall also preside at all meetings of the Executive 
Committee if the position of Chairman of the Committee shall be vacant or at 
any such meetings from which the Chairman of the Executive Committee is 
absent.  Subject to the direction of the Board of Directors and the Executive 
Committee, the Chairman of the Board shall have general charge of the 
business and affairs of the Company.  He shall also do and perform such other 
duties as from time to time may be assigned to him by the Board of Directors 
or by the Executive Committee.

SECTION 4.    THE VICE CHAIRMAN OF THE BOARD.

     The Vice Chairman of the Board, if there be one, shall preside at 
meetings of shareholders and of the Board of Directors from which the 
Chairman of the Board is absent.  He shall also do and perform such other 
duties as from time to time may be assigned to him by the Board of Directors, 
by the Executive Committee or by the Chairman of the Board.

SECTION 5.   THE PRESIDENT.

     The President shall preside at all meetings of the Board of Directors 
and of the shareholders if the offices of Chairman of the Board and Vice 
Chairman shall be vacant or at any such meetings from which the Chairman of 
the Board and the Vice Chairman are absent.  Subject to the direction of the 
Board of Directors, the Executive Committee and the Chairman of the Board, he 
shall have general charge of those operations of the Company as assigned by 
the Chairman of the Board.  He shall also do and perform such other duties as 
from time to time may be assigned to him by the Board of Directors, the 
Executive Committee or the Chairman of the Board.

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SECTION 6.    VICE PRESIDENT.

     The Vice President or Vice Presidents, in the event there is more than 
one, shall do and perform such duties as from time to time may be assigned to 
him or them by the Board of Directors, the Executive Committee, the Chairman 
of the Board or the Vice Chairman or the President.

SECTION 7.    SECRETARY.

     The Secretary shall keep minutes of all proceedings of the Board and of 
the Executive Committee and the minutes of all meetings of shareholders in 
books provided for that purpose.  He shall attend to the giving and serving 
of all notices for the Company; he shall have charge of such books and papers 
as the Board may direct; he shall have custody of the seal of the Company and 
shall affix the same to any instrument or document which requires the seal of 
the Company, and he shall in general perform all duties incident to the 
office of Secretary, subject to the control of the Board.  He shall also 
perform such other duties as may be assigned to him by the Board.

SECTION 8.    TREASURER.

     Subject to the direction of the Vice President and Chief Financial 
Officer, the Treasurer shall have custody and control of all of the funds and 
securities of the Company, shall be responsible for all moneys and other 
property of the Company in his custody and shall perform all duties incident 
to the office of Treasurer.  He shall do and perform such other duties as may 
from time to time be assigned to him by the Vice President - Chief Financial 
Officer.  If required by the Board, he shall give a bond for the faithful 
discharge of his duties in such sum as the Board may require.

SECTION 9.    GENERAL COUNSEL.

     The General Counsel shall do and perform such duties as from time to 
time may be assigned to him by the Board of Directors, the Executive 
Committee, the Chairman of the Board, the Vice Chairman or the President.  

SECTION 10.    CONTROLLER

     Subject to the direction of the Vice President and Chief Financial 
Officer, the Controller, if there be one, shall serve as Chief Accounting 
Officer of the Company and shall perform all duties incident to the office of 
Contoller.  He shall do and perform such other duties as may from time to 
time be assigned to him by the Vice President and Chief Financial Officer.

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                                 ARTICLE VII

CAPITAL STOCK

SECTION 1.    SHARE CERTIFICATES.

     Every holder of stock of this Company shall be entitled to have a 
certificate signed by or in the name of the Company by the Chairman or Vice 
Chairman of the Board of Directors or the President or a Vice President and 
by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant 
Secretary of the Company and sealed with the corporate seal, which seal may 
be facsimile engraved or printed, certifying the number of shares owned by 
such holder in the Company.  Any of or all the signatures on the certificate 
may be facsimile.  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 Company with the same effect 
as if he or she were such officer, transfer agent, or registrar at the date 
of issue.

     The certificates of stock of the Company shall be in such form as shall 
be approved by the Board.  Such certificates shall be successive in number 
and the names and addresses of all persons owning shares of capital stock of 
the Company with the number of shares owned by each and the date or dates of 
issue of the shares of stock held by each, shall be entered on the books kept 
for that purpose by the proper agents of the Company.

     The Company shall be entitled to treat the holder of record of any share 
or shares of stock as the holder in fact thereof, and accordingly shall not 
be bound to recognize any equitable or other claim to or interest in such 
share or shares on the part of any other person, whether or not it has actual 
or other notice thereof.

SECTION 2.    OLD CERTIFICATES TO BE CANCELLED.

     Except in case of lost, stolen or destroyed certificates, and in that 
case only after conforming to the requirements hereinafter provided, no new 
certificates shall be issued until the former certificate for the shares 
represented thereby shall have been surrendered and cancelled.

     Any person claiming a certificate of stock to be lost, stolen or 
destroyed shall make an affidavit of that fact and shall furnish to the 
Company and/or its Transfer Agent or Agents, Registrar or Registrars, a Bond 
of Indemnity with one (1) or more sureties in an amount satisfactory to the 
Board of Directors.  The affidavit and Bond of Indemnity shall be in such 
form and said Bond shall have such surety or sureties as the Board of 
Directors may require; provided, however, that the Board of Directors may 
authorize officers of the Company to approve the form of the affidavit and 
Bond of Indemnity and the sufficiency of the surety or sureties thereon.  
Upon the furnishing and approval of said affidavit and Bond of Indemnity, a 
new certificate may be issued of the same tenor and for the same number of 
shares as the one alleged to be lost, stolen 

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or destroyed.  In the event such lost, stolen or destroyed certificate shall 
represent five (5) or less shares of the Common Stock of the Company, the 
Board of Directors may, in its discretion, accept a personal indemnity bond 
in a form satisfactory to the Board of Directors, in lieu of the Bond of 
Indemnity hereinabove referred to.  If required by the Board, a final order 
or decree of a court of competent jurisdiction of the right of any such 
person to receive a new certificate shall be procured.

SECTION 3.    TRANSFER OF SHARES OF STOCK.

     Shares of stock shall be transferred only on the books of the Company by 
the holder thereof or by his attorney thereunto duly authorized upon the 
surrender and cancellation of certificates for a like number of shares, 
subject, however, to all payments due or to become due thereon. 

SECTION 4.    REGULATIONS.

     The Board of Directors may make such regulations as it may deem 
expedient concerning the issue, transfer and registration of stock. 

SECTION 5.    TRANSFER AGENT AND REGISTRAR.

     The Board of Directors may appoint a Transfer Agent or Transfer Agents 
to make, and a Registrar or Registrars to record, transfers of shares.

SECTION 6.    FIXING CLOSING DATES.

     The Board of Directors may fix in advance a date not exceeding sixty 
(60) days preceding the date of any meeting of shareholders, or the date 
fixed for the payment of any dividend or distribution, or the date for the 
allotment of rights, or the date when any change or conversion or exchange of 
shares will be made or go into effect, as a record date for the determination 
of the shareholders entitled to notice of, and to vote at, any such meeting, 
or any adjournment thereof, or entitled to receive payment of any such 
dividend or distribution, or to receive any such allotment of rights, or to 
exercise the rights in respect to any such change, conversion, or exchange of 
shares, or in connection with the obtaining of the count of the shareholders 
for any purpose. In such case, only such shareholders as shall be 
shareholders of record on the date so fixed shall be entitled to notice of, 
and to vote at, such meeting, or any adjournment thereof, or to receive 
payment of such dividend, or to receive such allotment of rights, or to 
exercise such rights or give such consents, as the case may be, 
notwithstanding any transfer of any shares on the books of the Company after 
any record date fixed, as aforesaid. The Board of Directors may close the 
books of the Company against transfer of shares during the whole or any part 
of such period, and, in such case, written or printed notice thereof shall be 
mailed at least ten (10) days before the closing thereof to each shareholder 
of record at the address appearing on the records of the Company or supplied 
by him to the Company 

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for the purpose of notice.  While the stock transfer books of the Company are 
closed, no transfer of shares shall be made thereon.  In the event  that the 
Board of Directors shall not in advance of a meeting of shareholders have 
closed the transfer books, or have fixed a record date for the determination 
of the shareholders entitled to notice of or to vote at any meeting of the 
shareholders, no shares of stock, which have  been transferred on the books 
of the Company within twenty (20) days next preceding such  meeting, shall be 
entitled to notice or shall be voted at any such meeting.

                                 ARTICLE VIII

BOARD TO DECLARE DIVIDENDS

     Subject to the provisions of the Certificate of Incorporation and of the 
laws of the State of Delaware, the Board of Directors, in its discretion, 
from time to time may declare stock dividends and cash dividends out of any 
fund legally available therefor as shall appear advisable to the Directors.  
Such dividends shall be paid at such time after the declaration as the 
Directors may fix.

                                  ARTICLE IX

EXECUTION AND SIGNING OF DOCUMENTS

     Except as otherwise provided by the Board of Directors, deeds, 
contracts, leases, agreements and other documents shall be signed by the 
Chairman of the Board, or the Vice Chairman, or the President, or any Vice 
President and, when a seal is required, sealed with the Company's seal and 
attested by the Secretary, or any Assistant Secretary, or the Treasurer, or 
any Assistant Treasurer.

     Except as otherwise provided by the Board of Directors, promissory 
notes, debentures and bonds shall be signed by the Chairman of the Board, or 
the Vice Chairman, or the President, or any Vice President, together with the 
Treasurer, or any Assistant Treasurer, or Secretary, or any Assistant 
Secretary.  Checks on the Company's bank accounts may be signed by such 
officer or officers or other agents as the Board of Directors may from time 
to time authorize or designate, or the Board of Directors may by resolution 
authorize officers of the Company to designate the agents who may sign checks 
on the Company's bank accounts.  In any case where the signatures of two 
officers are required on any document or other instrument executed on behalf 
of the Company, such signatures must be those of two different persons.

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                                  ARTICLE X

MISCELLANEOUS

SECTION 1.    SEAL.

     The corporate seal of this Company shall be circular in form and shall 
bear the name of the corporation and the words "Corporate Seal, Delaware".  

SECTION 2.    INSPECTION OF BOOKS.

     The Board of Directors shall determine from time to time whether the 
accounts and books of the Company, or any of them shall be open to the 
inspection of shareholders, and if permitted, when and under what conditions 
and regulations the accounts and books of the Company or any of them shall be 
open to the inspection of shareholders, and the shareholders' rights in this 
respect shall be restricted and limited accordingly.

SECTION 3.    NOTICES.

     Whenever the provisions of the law, the Certificate of Incorporation or 
these By-Laws require notice to be given to any Director, officer or 
shareholder, such provision shall not be construed as requiring personal 
notice, and such notice may be given in writing by depositing the same in a 
post office or letter box in a post-paid, sealed wrapper addressed to such 
Director, officer or shareholder at his or her address as the same appears in 
the books of the Company, and the time when the same shall be mailed shall be 
deemed to be the time of the giving of such notice.

     A waiver of any notice in writing signed by a shareholder, Director or 
officer, whether before or after the time stated in said waiver, shall be 
deemed equivalent to such notice.

                                  ARTICLE XI

AMENDMENT

     The Board of Directors is expressly authorized to make, alter or repeal 
By-Laws of the corporation, provided, however, that alterations, amendments 
or repeals of the By-Laws may be made by the holders of a majority of the 
shares outstanding and entitled to vote at any meeting, if the notice of such 
meeting contains a statement of the proposed alteration,  amendment or repeal.

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