RESTATED

                                       BYLAWS

                                         OF

                                 EXOLON-ESK COMPANY

                                    JANUARY 1997



                                      ARTICLE I

                               Stockholders' Meetings

               1.   Place of Meetings.  All meetings of stockholders shall
          be held at such place within or without the State of Delaware as
          may be designated from time to time by the Board of Directors,
          the Chairman of the Board, or the President or, if not so
          designated, at the principal office of the Corporation.

               2.   Annual Meetings.  The annual meeting of stockholders
          for the election of directors and for the transaction of such
          other business as may properly be brought before the meeting
          shall be held in each year on the last Wednesday in April, at ten
          o'clock, local time, at the place of the meeting.  If this date
          shall fall upon a legal holiday at the place of the meeting, then
          such meeting shall be held on the next succeeding  business day
          at the same hour.

               3.   Special Meetings.  Special meetings of stockholders for
          any purpose or purposes, unless otherwise prohibited by statute
          or by the Certificate of Incorporation, may be called at any time 
          by the Chairman of the Board, the Vice-Chairman of the Board, the
          President or by the Board of Directors and shall be called by the
          President or Secretary upon the written request (which shall
          state the purpose or purposes therefor) of any five members of
          the Board of Directors or of stockholders holding one quarter or
          more of the shares of the capital stock of the Corporation issued
          and outstanding and entitled to vote at such meeting.  Business
          transacted at any special meeting of stockholders shall be
          limited to matters relating to the purposes stated in the notice.

               4.   Notice of Meetings.  Except as otherwise provided by
          statute, written notice of each meeting of stockholders, whether
          annual or special, shall be given not less than ten (10) nor more
          than sixty (60) days prior thereto to each stockholder entitled
          to vote at such meeting.  The notices of all meetings shall state
          the place, date and hour thereof, and, in addition, the purpose
          or purposes for which the meeting is called.

               5.   Voting List.  The officer who has charge of the stock
          ledger of the Corporation shall prepare, at least ten (10) days
          before every meeting of stockholders, a complete list of the
          stockholders entitled to vote at the meeting, arranged in
          alphabetical order, and showing the address of each stockholder
          and the number of shares registered in the name of each 
          stockholder.  Such list shall be open to the examination of any
          stockholder, for any purpose germane to the meeting, during
          ordinary business hours, for a period of at least ten (10) days
          prior to the meeting, either at a place within the city where the
          meeting is to be held, which place shall be specified in the
          notice of the meeting, or, if not so specified, at the place
          where the meeting is to be held.  The list shall also be produced
          and kept at the time and place of the meeting during the whole
          time thereof, and may be inspected by any stockholder who is
          present.

               6.   Quorum.  Except as otherwise provided by law, by the
          Certificate of Incorporation or by these Bylaws, the holders of a
          majority of the shares of the capital stock of the Corporation
          issued and outstanding and entitled to vote, present in person or
          represented by proxy at any meeting, shall be requisite and shall
          constitute a quorum for the transaction of business.  In the
          absence of a quorum, the stockholders present or represented by
          proxy and entitled to vote thereat, may adjourn the meeting from
          time to time without further notice (except as provided in
          Section 7 of this Article I) until a quorum shall be present or
          represented.

               7.   Adjournment.  When a meeting is for any reason
          adjourned to another time or place, notice need not be given of
          the adjourned meeting if the time and place thereof are announced
          at the meeting at which the adjournment is taken.  At the
          adjourned meeting, any business may be transacted which might
          have been transacted at the original meeting; provided, however,
          that if adjournment is for more than thirty (30) days, or if
          after the adjournment a new record date is fixed for the
          adjourned meeting, a notice of the adjourned meeting shall be
          given to each stockholder entitled to vote at the adjourned
          meeting.

               8.   Voting.  Each stockholder shall at every meeting of
          stockholders, or with respect to corporate action which may be
          taken without a meeting, be entitled to one vote for each share
          of stock having voting power held of record by each stockholder
          on the record date designated for the meeting or action pursuant
          to these Bylaws or the record date established pursuant to the
          statute in the absence of such designation.

               9.   Proxies.  Each stockholder entitled to vote at a
          meeting of stockholders, or to express consent or dissent to
          corporate action in writing without a meeting, may vote or
          express such consent or dissent in person or may authorize
          another person or persons to vote or act for him by proxy
          pursuant to an instrument in writing subscribed by such
          stockholder (or his agent thereunto authorized) and delivered to
          the Secretary of the Corporation; provided, that no such proxy
          shall be voted or acted upon after three (3) years from the date
          of its execution, unless such proxy expressly provides for a
          longer period.

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

               11.  Action without Meeting.  Any action required to be
          taken at any annual or special meeting of stockholders of the
          Corporation, or any action which may be taken at any annual or
          special meeting of such stockholders, may be taken 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 stock having not less than the minimum
          number of votes that would be necessary to authorize or take such
          action at a meeting at which all shares entitled to vote thereon
          were present and voted.  Prompt notice of the taking of the
          corporate action without a meeting by less than unanimous written
          consent shall be given to those stockholders who have not
          consented in writing.


                                     ARTICLE II

                                      Directors


               1.   General Powers; Election and Tenure.  The business and
          affairs of the Corporation shall be managed by or under the
          direction of a Board of Directors.  Each director shall be
          elected to serve and shall hold office until the next annual
          meeting of the stockholders and until his successor shall be
          elected and shall qualify, or until his earlier death,
          resignation or removal.

               2.   Number and Qualifications.  The number of directors
          shall be eight; on half of whom shall be elected by the shares of
          Common Stock and Series A Preferred Stock and one half of whom
          shall be elected by the shares of Class A Common Stock and Series
          B Preferred Stock.  In addition, the Board of Directors may
          appoint one or more Consulting Directors to serve in an advisory
          capacity to the Board of Directors, and such Consulting Directors
          shall have the right to receive notice of all meetings of the
          Board of Directors and to attend same, but shall have no right to
          vote on any matter.  Directors need not be stockholders of the
          Corporation or residents of the State of Delaware.

               3.   Vacancies.  A vacancy in the membership of the Board of
          Directors shall be filled by a vote of the directors elected by
          the shares of Common Stock and Series A Preferred Stock if the
          previous director was elected by such shares, and by a vote of
          the directors elected by the shares of Class A Common Stock and
          Series B Preferred Stock if the previous director was elected by
          such shares, or if there be no such director in office to vote to
          fill such vacancy then by the holders of such shares.  A director
          elected to fill a vacancy shall be elected for the unexpired term
          of his predecessor in office and until his successor shall be
          elected and shall qualify, or until his earlier death,
          resignation or removal. 

               4.   First Meeting.  The first meeting of the Board of
          Directors for the purpose of organization, election of officers
          and the transaction of other business shall be held without
          notice as soon as practicable after each annual election of
          directors.

               5.   Regular Meetings.  Regular meetings of the Board of
          Directors may be held without notice at such time and place,
          either within or without the State of Delaware, as shall be
          determined from time to time by the Board of Directors.

               6.   Special Meetings.  Special meetings of the Board of
          Directors may be called by the Chairman of the Board or the
          President and shall be called by the President or Secretary on
          the written request of any two (2) directors or by one (1)
          director in the event that there is only a single director in
          office.  Notice of any special meeting shall be given to each
          director.  If such notice is given either (a) by delivering
          written or printed notice in the United States mail (airmail if
          to an overseas address), postage prepaid, it shall be given at
          least ten (10) business days in advance, or if such notice is
          given by transmitting a cable or telegram or telex, in all cases
          directed to such director at his residence or place of business,
          it shall be so given at least five (5) days prior to the meeting.

               7.   Quorum.  A majority of the members of the Board of
          Directors shall constitute a quorum at all meetings of the Board
          of Directors, and the affirmative vote of a majority of the
          directors then in office present at a meeting at which a quorum
          is present, shall be the act of the Board of Directors.  In the
          absence of a quorum at any such meeting a majority of the
          directors present may adjourn the meeting from time to time
          without further notice other than announcement of the meeting,
          until a quorum shall be present.

               8.   Removal.  Any director may be removed, with or without
          cause, by the holders of a majority of the shares of the class or
          classes of shares which elected such director then entitled to
          vote at an election of such director.

               9.   Committees.  The Board of Directors may, by resolution
          passed by a majority of the whole Board, designate one or more
          committees, each committee to consist of one or more directors of
          the Corporation.  The Board shall designate an Executive
          Committee which shall consist of four (4) directors, one half of
          whom shall be directors elected by the shares of Common Stock and
          Series A Preferred Stock and one half of whom shall be directors
          elected by the shares of Class A Common Stock and Series B
          Preferred Stock.  The affirmative vote of at least one director
          elected by the shares of Common Stock and Series A Common Stock
          and Series B Preferred Stock shall be necessary in order for the
          Executive Committee to take any action.  The Board may designate
          one or more directors as alternate members of any committee, who
          may replace any absent or disqualified member at any meeting of
          the committee.  In the case of the Executive Committee, such
          alternate member shall be designated by the members of the Board
          of Directors elected the same classes of stock as elected the
          member to be replaced.  In the absence or disqualification of a 
          member of a committee, the member or members thereof (in the case
          of the Executive Committee elected the same such classes of stock
          as the absent or disqualified member) present at any meeting and
          not disqualified from voting, whether or not he or they
          constitute a quorum, may unanimously appoint another member of
          the Board of Directors to act at the meeting in the place of any
          such absent or disqualified member.  The Executive Committee, to
          the extent provided in the resolution of the Board of Directors
          and subject to the provisions of the General Corporation Law of
          the State of Delaware, shall have and may exercise all the powers
          and authority of the Board of Directors in the management of the
          business affairs of the Corporation.  In regard to all committees
          of the Board of Directors other than the Executive Committee, the
          directors elected by the shares of Common Stock and Series A
          Preferred Stock shall have the right to request that at least one
          of their number shall be named a member of each such committee,
          and the directors elected by the Class A Common Stock and the
          Series B Preferred Stock shall have the same such right in regard
          to one of their number.  Each committee of the Board of Directors
          shall keep such minutes and make such reports as the Board of
          Directors may from time to time request.

               10.  Action Without a Meeting.  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 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 or committee.

               11.  Compensation of Directors.  Each director may be
          allowed such amount per annum or such fixed sum for attendance at
          each meeting of the Board of Directors or any meeting of a
          committee, or both, as may be from time to time fixed by
          resolution of the Board of Directors, together with reimbursement
          for the reasonable and necessary expenses incurred by such
          director in connection with the performance of his duties. 
          Nothing herein contained shall be construed to preclude any
          director from serving the Corporation or any of its parent or
          subsidiary corporations in any other capacity and receiving
          proper compensation therefor.

               12.  Approval of Directors.  In addition to any other
          actions or transactions which by law, the Certificate of
          Incorporation, or these Bylaws require the approval of the Board
          of Directors, the following actions and transactions of the
          Corporation shall be taken only with the prior approval of the
          Board or, to the extent permitted by law, the Executive
          Committee:

               (a)  The creation or termination of divisions or the making
                    of other substantial changes in the organization of the
                    Corporation or its methods of operating, including,
                    without limitation, the creation or dissolution of
                    subsidiaries, the purchase or sale of plants or
                    factories, the establishment or dissolution of branch
                    offices;

               (b)  The acquisition of stock or other securities (other
                    than for temporary investment) or a substantial portion 
                    of the assets, of any other corporation, other entity
                    or person, or the sale of any stock or other securities
                    of, or a substantial portion of the assets of, any
                    subsidiary corporation;

               (c)  Any amendment of the certificate of incorporation or
                    charter or bylaw or other internal regulations of any
                    subsidiary of the Corporation, or the election of any
                    directors or officers of any such subsidiaries.

               (d)  Approval of any capital expenditures in an amount in
                    excess of $10,000;

               (e)  Entering into agreements which are not in the ordinary
                    course of business and which commit the Corporation for
                    more than one year or for more than $10,000;

               (f)  Entering into loan agreements or credit arrangements or
                    incurring any indebtedness for borrowed money not
                    previously authorized or pursuant to purchase money
                    obligations, when such agreement, arrangement or
                    indebtedness:

                    (1)  is not in the ordinary course of business or
                    (2)  exceeds $10,000;

               (g)  Granting any loans to directors, officers or employees
                    of the Corporation or any of its subsidiaries;

               (h)  The extension of guarantees or endorsements (other than
                    endorsements for collection in the ordinary course of
                    business) with respect to third-party obligations,
                    including those in regard to a subsidiary of the
                    Corporation in the ordinary course of business;

               (i)  Purchasing, selling or granting mortgages or any other
                    rights in real property or real estate (or any
                    interests therein) or constructing buildings or other
                    facilities which in any instance involve an amount in
                    excess of $10,000;

               (j)  Entering into any rental and lease agreements
                    respecting any real or personal property involving an
                    amount in excess of $10,000 for the whole term thereof;

               (k)  Granting any security interest in, lien on, or pledge
                    of, any personal property of the Corporation except for
                    purchase money security interests involving less than
                    $10,000;

               (l)  Adoption or amendment of pension, group compensation,
                    profit sharing or other incentive or employee benefit
                    plans for the Corporation or any of its subsidiaries;

               (m)  The commencement, compromise or settlement of lawsuits
                    or other legal proceedings where the amount in
                    controversy exceeds $50,000, but excepting proceedings
                    involving any accounts receivable of the Corporation; 

               (n)  Grant or revocation of powers of attorney;

               (o)  Entering into employment contracts or other agreements
                    involving recurring or nonrecurring compensation in
                    excess of $50,000 per year or a term of more than two
                    years; and

               (p)  Purchasing, leasing, granting, licensing, or assigning
                    any patents, copyrights, trademarks or similar rights.

               The Board of Directors has the right to make additional
          types of actions or transactions dependent on its prior approval.

                                     ARTICLE III


                                      Officers


               1.   Election and Tenure.  The Board of Directors shall
          elect a Chairman of the Board, a Vice-Chairman of the Board, a
          President, a Secretary, and a Treasurer at the first meeting of
          the Board of Directors held after each annual meeting of the
          stockholders.  The Board of Directors may also elect or appoint
          such other officers, including one or more Vice Presidents,
          Assistant Treasurers, or Assistant Secretaries, as may be
          determined by resolution of the Board of Directors.  Any number
          of offices may be held by the same person, unless the Certificate
          of Incorporation or these Bylaws otherwise provide.  Each officer
          so elected or appointed shall continue in office until his
          successor shall be elected or appointed and shall qualify, or
          until his earlier death, resignation or removal.

               2.   Removal and Vacancies.  Any officer shall be removed,
          with or without cause, if such removal is requested in writing by
          a majority of directors, including in each case, at least one
          director elected by the Common Stockholders and one director
          elected by the Class A Common Stockholders.  If any office
          becomes vacant for any reason, the vacancy may be filled in like
          manner by the Board of Directors.  An officer appointed to fill a
          vacancy shall be appointed for the unexpired portion of the term
          of his predecessor in office.

               3.   Chairman of the Board.  The Chairman of the Board shall
          preside at all meetings of the stockholders and the Board of
          Directors, and shall perform such duties and possess such powers
          as may from time to time be assigned to him by the Board of
          Directors.

               4.   Vice-Chairman of the Board.  In the absence of the
          Chairman of the Board, the Vice-Chairman of the Board shall
          preside at all meetings of the Board of Directors, and in the
          absence of both the Chairman of the Board and the President,
          shall preside at any meeting of the stockholders.  The Vice-
          Chairman shall permit such other duties and possess such other
          powers as shall from time to time  be assigned to him by the
          Board of Directors. 

               5.   President.  The President shall be the Chief Executive
          Officer of the Corporation and shall see that all orders and
          resolutions of the Board of Directors are carried into effect. 
          The President shall have direct charge of the day-to-day business
          and operations of the Corporation, and shall report to the Board
          of Directors.  Between meetings of the Board of Directors the
          President shall advise the Executive Committee of all significant
          events, provided that this shall not in any way restrict his
          authority as Chief Executive Officer responsible to the Board of
          Directors.  If not a director, he shall be entitled to notice of
          and shall be entitled to attend all meetings of the Board of
          Directors and Executive Committee provided that a majority of
          directors on the Board or Committee, as the case may be,
          including at least one director elected by the stockholders of
          the Common Stock and one director elected by Series A Common
          Stock may determine that the President's attendance of a meeting
          is not reasonable or appropriate given the subject matter.  In
          addition, in the absence of the Chairman of the Board, he shall
          preside at any meeting of the stockholders and, in the absence of
          the Chairman of the Board and the Vice Chairman of the Board, he
          shall preside at any meeting of the Board of Directors.  He shall
          perform such further duties and shall have such further powers as
          may from time to time be assigned to him by the Board of
          Directors.

               6.   Vice-Presidents.  The Vice-Presidents shall perform
          such duties and possess such powers as from time to time may be
          assigned to them by the Board of Directors, the Chairman of the
          Board, or the President.  In the absence of the President or in
          the event of his inability or refusal to act, the Executive Vice-
          President (or in the event there is no Executive Vice-President
          or in his absence or inability or refusal to act, the Vice-
          President, and if there be more than one Vice-President, the
          Vice-Presidents in the order designated, or in the absence of any
          designation, then in the order of their election or appointment)
          shall perform the duties of the President and when so performing
          shall have all the powers of and be subject to all the
          restrictions upon the President.

               7.   Secretary.  The Secretary shall perform such duties and
          shall have such powers as may from time to time be assigned to
          him by the Board of Directors, the Chairman of the Board, or the
          President.  In addition, the Secretary shall perform such duties
          and have such powers as are incident to the office of the
          secretary, including without limitation the duty and power to
          give notices of all meetings of stockholders and special meetings
          of the Board of Directors, to attend all meetings of stockholders
          and the Board of Directors and keep a record of the proceedings,
          and to be custodian of corporate records and the corporate seal
          and to affix and attest to the same on documents, the execution
          of which on behalf of the Corporation is authorized by these
          Bylaws or by the action of the Board of Directors.

               8.   Treasurer.  The Treasurer shall perform such duties and
          shall have such powers as may from time to time be assigned to
          him by the Board of Directors, the Chairman of the Board, or the
          President.  In addition, the Treasurer shall perform such duties
          and have such powers as are incident to the office of treasurer, 
          including without limitation the duty and power to keep and be
          responsible for all funds and securities of the Corporation, to
          deposit funds of the Corporation in depositories selected in
          accordance with these Bylaws, disburse such funds as ordered by
          the Board of Directors, making proper accounts thereof, and shall
          render as required by the Board of Directors statements of all
          such transactions as Treasurer and of the financial condition of
          the Corporation.

               9.   Assistant Secretaries.  The Assistant Secretaries shall
          perform such duties and possess such powers as from time to time
          shall be assigned to them by the Board of Directors, the Chairman
          of the Board, the President, or the Secretary.  In the absence,
          inability or refusal to act of the Secretary, the Assistant
          Secretaries in the order determined by the Board of Directors (or
          if there be no such determination, then in the order of their
          election) shall perform the duties and exercise the powers of the
          Secretary.

               10.  Assistant Treasurers.  The Assistant Treasurers shall
          perform such duties and possess such powers as from time to time
          shall be assigned to them by the Board of Directors, the Chairman
          of the Board, the President, or the Treasurer.  In the absence,
          inability or refusal to act of the Treasurer, the Assistant
          Treasurers in the order determined by the Board of Directors (or
          if there be no such determination, then in the order of their
          election) shall perform the duties and exercise the powers of the
          Treasurer.

               11.  Bonding Officers.  The Board of Directors may require
          any officer to give the Corporation a bond in such sum and with
          such surety or sureties as shall be satisfactory to the Board of
          Directors for such terms and conditions as the Board of Directors
          may specify, including without limitation for the faithful
          performance or his duties and for the restoration to the
          Corporation of all property in his possession or under his
          control belonging to the Corporation.

               12.  Salaries.  Officers of the Corporation shall be
          entitled to such salaries, compensation or reimbursement as shall
          be fixed or allowed from time to time by the Board of Directors.


                                     ARTICLE IV


                                    Capital Stock


               1.   Certificate of Stock.  Every holder of stock of the
          Corporation shall be entitled to have a certificate certifying
          the number of shares owned by him the Corporation and
          designations the class of stock to which such shares belong,
          which shall otherwise be in such form as is required by law and
          as the Board of Directors shall prescribe.  Each such certificate
          shall be signed by, or in the name of the Corporation by, the
          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 Corporation.

               2.   Record.  A record shall be kept of the name of each
          person or other entity holding the stock represented by each
          certificate for shares of the Corporation issued, the number of
          shares represented by each such certificate, and the date
          thereof, and, in the case of cancellation, the date of
          cancellation.  The person or other entity in whose name  shares
          of stock stand on the books of the Corporation shall be deemed
          the owner thereof, and thus a holder of record of such shares of
          stock, for all purposes as regards the Corporation.

               3.   Transfer of Stock.  Transfers of shares of the stock of
          the Corporation shall be made only on the books of the
          Corporation by the registered holder thereof, or by his attorney
          thereunto authorized, and on the surrender to the Corporation or
          the transfer agent of the Corporation of the certificate or
          certificates for such shares properly endorsed.

               4.   Lost, Stolen or Destroyed Certificates.  The
          Corporation may issue a new certificate of stock in the place of
          any certificate theretofore issued by it, alleged to have been
          lost, stolen, or destroyed in such manner and upon such terms and
          conditions as the Board of Directors may prescribe.

               5.   Fixing Record Date.  The Board of Directors may fix in
          advance a date as a record date for the determination of the
          stockholders entitled to notice of or to vote at any meeting of
          stockholders or any adjournment thereof, or to express consent
          (or dissent) to corporate action in writing without a meeting, or
          entitled to receive payment of any dividend or other distribution
          or allotment of rights in respect of any change, conversion or
          exchange of stock, or for the purpose of any other lawful action. 
          Such record date shall not be more than sixty (60) nor less than
          ten (10) days before the date of such meeting, nor more than
          sixty (60) days prior to any other action to which the same
          relates.


                                      ARTICLE V


                                 General Provisions

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

               2.   Corporate Seal.  The corporate seal shall be in such
          form as shall be approved by resolution of the Board of
          Directors.

               3.   Execution of Instruments.  The Chairman of the Board,
          the President or the Treasurer shall have power to execute and
          deliver on behalf and in the name of the Corporation any
          instrument requiring the signature of an officer of the
          Corporation, except as otherwise provided in these Bylaws, or
          where the execution and delivery thereof shall be expressly
          delegated by the Board of Directors to some other officer or 
          agent of the Corporation.  Unless authorized so to do by these
          Bylaws or by the Board of Directors, no officer, agent or
          employee shall have any power or authority to bind the
          Corporation in any way, to pledge its credit or to render it
          liable pecuniarily for any purpose or in any amount.

               4. (a)    Indemnification.  The Corporation shall indemnify
          to the full extent authorized or permitted by law any person
          made, or threatened to be made a party to any threatened, pending
          or completed action 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 or officer of the Corporation or is
          or was serving at the request of the Corporation as a director or
          officer of another corporation, partnership, joint venture, trust
          or other enterprise, against expenses (including attorneys'
          fees), judgments, fines and amounts paid in settlement actually
          and reasonably incurred by him in connection with such action,
          suit or proceeding if he acted in good faith and in a manner he
          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 conduct was
          unlawful.  The termination 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 he 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 conduct was unlawful.

               (b)  The Corporation shall indemnify any person who was or
          is a party or is threatened to be made a party to any threatened,
          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 he is or was a director or officer of the Corporation,
          or is or was serving at the request of the Corporation as a
          director or officer of another corporation, partnership, joint
          venture, trust or other enterprise against expenses (including
          attorneys' fees) actually and reasonably incurred by him in
          connection with the defense or settlement of such action or suit
          if he acted in good faith and in a manner he 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
          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 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 the Court of
          Chancery or such other court shall deem proper.

               (c)  To the extent that a director or officer of the
          Corporation has been successful on the merits or otherwise in
          defense of any action, suit or proceeding referred to in
          subsections (a) and (b) of this Section 4, or in defense of any
          claim, issue or matter therein, he shall be indemnified against 
          expenses (including attorneys' fees) actually and reasonably
          incurred by him in connection therewith.

               (d)  Any indemnification under subsections (a) and (b) of
          this Section 4 (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 or officer is
          proper in the circumstances because he has met the applicable
          standard of conduct set forth in subsections (a) and (b) of this
          Section 4.  In the event of a  change of control  of the
          Corporation (as hereinafter defined), such determination shall be
          made by independent legal counsel approved by the Board of
          Directors in a written opinion.  In all other events, such
          determination shall be made (1) by the Board of Directors by a
          majority vote of a quorum consisting of directors who were not
          parties to such action, suit or proceeding, or (2) if such a
          quorum is not obtainable or, even if obtainable a quorum of
          disinterested directors so directs, by independent legal counsel
          approved by such disinterested directors in a written opinion, or
          (3) by the stockholders.  For purposes of this Section 4, a
           change of control  shall be deemed to have occurred in the event
          Wacker Chemical Corporation or any other party acquires fifty
          percent or more of the Common Stock of the Corporation whether by
          a purchase or pursuant to a merger or a new business combination.

               (e)  Expenses incurred by an officer or director in
          defending a civil or criminal 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 such director or officer to repay such amount if
          it shall ultimately be determined that he is not entitled to be
          indemnified by the Corporation as authorized in this Section 4. 
          No security shall be required for such undertaking and such
          undertaking shall be accepted without regard for the recipient's
          financial ability to make repayment.  Such expenses incurred by
          other employees and agents may be so paid upon such terms and
          conditions, if any, as the Board of Directors deems appropriate.

               (f)  Any indemnification under Subsections (a), (b) or (c)
          or advance of costs, charges and expenses under Subsection (e) of
          this Section 4 shall be made promptly, and in any event within 60
          days, upon the written request of the director or officer,
          directed to the Secretary of the Corporation.  The right to
          indemnification or advances as granted by this Section 4 shall be
          enforceable by the director or officer in any court of competent
          jurisdiction if the Corporation denies such request, in whole or
          in part, or if no disposition thereof is made within 60 days. 
          Such person's costs and expenses incurred in connection with
          successfully establishing his right to indemnification or
          advances, in whole or in part, in any such action shall also be
          indemnified by the Corporation.  It shall be a defense to any
          such action (other than an action brought to enforce a claim for
          the advance of costs, charges and expenses under Subsection (e)
          of this Section 4 where the required undertaking, if any, has
          been received by the Corporation) that the claimant has not met
          the standard of conduct set forth in Subsections (a) or (b) of
          this Section 4, but the burden of proving that such standard of
          conduct has not been met shall be on the Corporation.  Neither 
          the failure of the Corporation (including its Board of Directors,
          its independent legal counsel, and its stockholders) to have made
          a determination prior to the commencement of such action that
          indemnification of the claimant is proper in the circumstances
          because he has met the applicable standard of conduct set forth
          in Subsections (a) and (b) of this Section 4, nor the fact that
          there has been an actual determination by the Corporation
          (including its Board of Directors, its independent legal counsel,
          and its stockholders) that the claimant has not met such
          applicable standard of conduct, shall be a defense to the action
          or create a presumption that the claimant has not met the
          applicable standard of conduct.

               (g)  The indemnification and advancement of expenses
          provided by, or granted pursuant to, the other subsections of
          this Section 4 shall not be deemed exclusive of any other right
          to which those seeking indemnification or advancement of expenses
          may be entitled under any bylaw, agreement, vote of stockholders
          or disinterested directors or otherwise, both as to action in his
          official capacity and as to action in another capacity while
          holding such office.

               (h)  The Corporation shall have power to purchase and
          maintain insurance on behalf of any person who is or was
          director, officer, employee or agent 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 against any liability
          asserted against him and incurred by him in any such capacity, or
          arising out of his status as such, whether or not the Corporation
          would have the power to indemnify him against such liability
          under this Section 4.

               (i)  For purposes of this Section 4, references to  the
          Corporation  shall include, in addition to the resulting
          corporation any constituent corporation (including any
          constituent of a constituent) absorbed in a consolidation or
          merger which, if its separate existence had continued, would have
          had power and authority to indemnify its directors, officers and
          employees or agents, so that any person who is or was a director
          or officer of such constituent corporation, or is or was
          servicing at the request of such constituent corporation as a
          director or officer of another corporation, partnership, joint
          venture, trust or other enterprise, shall stand in the same
          position under this section with respect to the resulting or
          surviving corporation as he would have with respect to such
          constituent corporation if its separate existence had continued.

               (j)  For purposes of this Section 4, references to  other
          enterprises  shall include employee benefit plans; references to
           fines  shall include any excise taxes assessed on a person with
          respect to any employee benefit plan; and references to  serving
          at the request of the Corporation  shall include any service as a
          director or officer of the Corporation which imposes duties on,
          or involves services by, such director or officer with respect to
          an employee benefit plan, its participants or beneficiaries; and
          a person who acted in good faith and in a manner he 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  as referred to in this Section 4.

               (k)  The indemnification and advancement of expenses
          provided by, or granted pursuant to, this Section 4 shall, unless
          otherwise provided when authorized or ratified, continue as to a
          person who has ceased to be a director or officer and shall inure
          to the benefit of the heirs, executors and administrators of such
          a person.

               (l)  All rights to indemnification under this Section 4
          shall be deemed to be a contract between the Corporation and each
          director or officer of the Corporation who serves or served in
          such capacity at any time while this Section 4 is in effect.  No
          amendment or repeal of this Section 4 or of any relevant
          provisions of the Delaware General Corporation Law or any other
          applicable laws shall adversely affect or deny to any director or
          officer any rights to indemnification which such person may have,
          or change or release any obligations of the Corporation, under
          this Section 4 with respect to any costs, charges, expenses
          (including attorneys' fees), judgments, fines, and amounts paid
          in settlement which arise out of an action, suit or proceeding
          based in whole or substantial part on any act or failure to act,
          actual or alleged, which takes place before or while this Section
          4 is in effect.  The provisions of this Subsection (l) shall
          apply to any such action, suit or proceeding commenced after any
          amendment or repeal of this Section 4.

               (m)  Nothing contained herein shall affect any rights to
          indemnification to which employees or agents other than directors
          and officers may be entitled by law or contract.

               (n)  This Section 4 is intended to provide indemnification
          rights to the directors and officers of the Corporation to the
          fullest extent provided by Section 145 of the Delaware General
          Corporation Law, and nothing contained herein shall be deemed to
          constitute a limitation thereof.

               5.   Waiver of Notice.  Whenever any notice whatsoever is
          required to be given under the provisions of a statute or of the
          Certificate of Incorporation, or by these Bylaws, a waiver
          thereof either in writing signed by the person entitled to said
          notice (or such person's attorney thereunto authorized) or by
          telegraph, cable or any other available method, whether before,
          at or after the time stated therein, or the appearance of such
          person or persons at such meeting in person or by proxy, shall be
          deemed equivalent to such notice.

               6.   Emergency Bylaws.  The Board of Directors may adopt
          emergency bylaws in accordance with and pursuant to the
          provisions therefor from time to time set forth in the General
          Corporation Law of the State of Delaware.