AMENDED AND
                                                                        RESTATED
                                                                  APRIL 18, 1999

                                     BYLAWS
                                       OF
                           COMPAQ COMPUTER CORPORATION

                               ARTICLE I - OFFICES

     SECTION 1.1.   Registered Office.  The registered office of the Corporation
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in  the  State  of  Delaware  shall  be in the City of Wilmington, County of New
Castle,  and  the  name  of  its registered agent shall be The Corporation Trust
Company.

     SECTION  1.2.   Other  Offices.  The  Corporation  may also have offices at
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such  other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                      ARTICLE II - MEETINGS OF STOCKHOLDERS

     SECTION  2.1.   Place  of  Meeting.  All  meetings of stockholders shall be
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held  at such place, either within or without the State of Delaware, as shall be
designated  from  time  to  time  by  the  Board  of  Directors.

     SECTION  2.2.   Annual Meeting.  The annual meeting of stockholders for the
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election of directors shall be held at such date and time as shall be designated
from  time  to  time  by  the  Board  of  Directors.

     SECTION  2.3.   Special Meeting.  Special meetings of the stockholders, for
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any  purpose  or  purposes, unless otherwise prescribed by the General Corporate
Law  of  the  State  of  Delaware  as  the same may be amended from time to time
("Delaware  Law")  or  the  certificate of incorporation of the Corporation (the
"Certificate  of  Incorporation"), may be called by the Board of Directors.  The
Board  of  Directors  shall fix the time and place, either within or without the
State of Delaware, for such meeting and shall state the purpose of such meeting.

     SECTION  2.4.   Notice  of  Meeting.  Unless otherwise provided by Delaware
                     -------------------
Law,  written notice of any meeting of stockholders, stating the time, place and
purpose,  shall be given to each stockholder entitled to vote at the meeting not
less  than  10  nor  more  than  60  days  before  the  meeting.

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     SECTION  2.5.   Quorum.  The holders of a majority of the shares of capital
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stock  entitled  to  vote  at  the  meeting, present in person or represented by
proxy,  shall  constitute  a  quorum  at  any  meeting of stockholders except as
otherwise  provided by Delaware Law.  The holders of a majority of the shares of
capital  stock  present  in person or represented by proxy and entitled to vote,
whether or not a quorum is present, shall have power to adjourn the meeting from
time  to  time.

     SECTION  2.6.   Voting.  Directors  shall  be elected by a plurality of the
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votes  of  the  shares present in person or represented by proxy at a meeting of
stockholders  and  entitled to vote on the election of directors.  When a quorum
is present at any meeting of stockholders, the vote of the holders of a majority
of  the  shares  of  capital  stock  entitled to vote at the meeting, present in
person  or  represented by proxy, shall decide any other question brought before
such  meeting,  unless  the  question is one upon which, by express provision of
Delaware Law, a different vote is required, in which case such express provision
shall  govern  such  question.

     SECTION 2.7.   Consent of Stockholders.  Any action required to be taken at
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any  annual or special meeting of stockholders, or any action which may be taken
at  any  annual  or  special  meeting  of  stockholders,  may be taken without a
meeting,  without  prior  notice and without a vote, if a consent or consents in
writing,  setting  forth  the action so taken, shall be signed by the holders of
outstanding  capital 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  were present and voted and shall be delivered to the
Corporation  as  required  by  Delaware  Law.  The  record date for a consent in
writing  shall  be  established  in accordance with Section 2.8 of these bylaws.
Prompt  notice  of  the taking of any corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who have not
consented  in  writing.

     SECTION  2.8.   Fixing  Record  Date for Action By Consent of Stockholders.
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In order that the Corporation may determine the stockholders entitled to consent
to  corporate  action in writing without a meeting, the Board of Directors shall
fix  a  record date, which record date shall not precede the date upon which the
resolution  fixing  the  record  date  is adopted by the Board of Directors, and
which  date  shall  not  be  more  than  10  days  after the date upon which the
resolution  fixing  the  record  date is adopted by the Board of Directors.  Any
stockholder  of  record  seeking  to  have  the  stockholders  authorize or take
corporate  action  by written consent shall, by written notice to the Secretary,
request  the  Board  of  Directors to fix a record date.  The Board of Directors
shall  promptly, but in all events within 10 days after the date on which such a
request is received, adopt a resolution fixing the record date.  If the Board of
Directors  shall  fail  to  establish a record date in a timely manner and prior
action  by  the  Board  of Directors is not required by Delaware Law, the record
date  for  determining  stockholders  entitled to consent to corporate action in
writing  without  a  meeting  shall  be the first date on which a signed written
consent  setting  forth the action taken or proposed to be taken is delivered to
the  Corporation  as required by Delaware Law.  If no record date has been fixed
by the Board of Directors and prior action by the Board of Directors is required
by  Delaware  Law,  the  record  date  for  determining stockholders entitled to
consent  to  corporate action in writing without a meeting shall be at the close
of  business  on  the  day on which the Board of Directors adopts the resolution
taking  such  prior  action.

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     SECTION  2.9.   Nomination of Directors.  Only persons who are nominated in
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accordance  with  the  procedures set forth in this Section shall be eligible to
serve  as  directors.  Nominations  of  persons  for  election  to  the Board of
Directors  of the Corporation may be made at a meeting of stockholders (a) by or
at  the  direction  of  the  Board of Directors or (b) by any stockholder of the
Corporation  who  is  a  stockholder  of  record at the time of giving of notice
provided  for in this Section, who shall be entitled to vote for the election of
directors  at  the meeting and who complies with the notice procedures set forth
in this Section.  For any nomination to be properly brought before a stockholder
meeting  by  a stockholder, the stockholder must have given timely notice of the
nomination  in  writing  to  the  Secretary of the Corporation.  To be timely, a
stockholder's  notice  must  be  delivered  to  or  mailed  and  received at the
principal  executive  offices  of the Corporation not less than 90 days prior to
the anniversary date of the immediately preceding annual meeting of stockholders
(or,  if  the  date  of  the  meeting  is more than 30 days before or after such
anniversary  date,  not  less  than  90  days prior to the date of such meeting;
provided,  however,  that in the event that public disclosure of the date of the
meeting is made less than 100 days before the date of the meeting, notice by the
stockholder  must  be  received not later than the close of business on the 10th
day following such public disclosure.  Such stockholder's notice shall set forth
(a)  as to each person whom the stockholder proposes to nominate for election as
a  director  all  information  relating  to  such  person that is required to be
disclosed in solicitations of proxies for election of directors, or is otherwise
required,  in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934 (including such person's written consent to serving as a director if
elected);  and  (b)  as  to  the  stockholder giving the notice (i) the name and
address, as they appear on the Corporation's books of such stockholder, (ii) the
class  and  number  of shares of the Corporation which are beneficially owned by
such  stockholder  and (iii) a description of all arrangements or understandings
between  each  such  stockholder  and any nominee or any other person or persons
(naming  such person or persons) in connection with or relating to the making of
the nomination or nominations to serve on the Board of Directors if elected.  At
the  request  of  the  Board  of Directors, any person nominated by the Board of
Directors  for  election  as  a  director  shall furnish to the Secretary of the
Corporation  the  information required to be set forth in a stockholder's notice
of  nomination which pertains to the nominee.  Notwithstanding anything in these
bylaws  to  the  contrary, no person shall be eligible to serve as a director of
the  Corporation unless nominated in accordance with the procedures set forth in
this  Section.  If  the  Chairman  of  the meeting shall determine, based on the
facts,  that  a  nomination  was  not  made  in  accordance  with the procedures
prescribed by this Section, he shall so declare to the meeting and the defective
nomination  shall  be  disregarded.  Notwithstanding the foregoing provisions of
this  Section,  a stockholder shall also comply with all applicable requirements
of  the  Securities  Exchange  Act  of  1934,  and  the  rules  and  regulations
thereunder,  with  respect  to  the  matters  set  forth  in  this  Section.

     SECTION  2.10.   Notice  of  Business.  At any meeting of the stockholders,
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only  such  business  shall  be  conducted as shall have been brought before the

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meeting  (a)  by  or  at  the  direction of the Board of Directors or (b) by any
stockholder  of  the  Corporation  who is a stockholder of record at the time of
giving of the notice provided for in this Section, who shall be entitled to vote
at  such  meeting  and who complies with the notice procedures set forth in this
Section.  For  business to be properly brought before a stockholder meeting by a
stockholder,  the  stockholder  must have given timely notice of the business in
writing  to  the  Secretary  of  the Corporation.  To be timely, a stockholder's
notice  must  be  delivered to or mailed and received at the principal executive
offices  of  the Corporation not less than 90 days prior to the anniversary date
of  the  immediately preceding annual meeting of stockholders (or if the date of
the meeting is more than 30 days before or after such anniversary date, not less
than  90  days prior to the date of such meeting; provided, however, that in the
event  that  public  disclosure of the date of the meeting is made less than 100
days  before the date of the meeting, notice by the stockholder must be received
not  later  than  the  close  of  business on the 10th day following such public
disclosure).  Such  stockholder's  notice  shall set forth as to each matter the
stockholder  proposes to bring before the meeting (a) a brief description of the
business desired to be brought before the meeting and the reasons for conducting
such  business  at  the meeting, (b) the name and address, as they appear on the
Corporation's  books  of  the stockholder proposing such business, (c) the class
and  number  of  shares  of  the Corporation which are beneficially owned by the
stockholder  and  (d) any material interest of the stockholder in such business.
Notwithstanding  anything  in these bylaws to the contrary, no business shall be
conducted  at a stockholder meeting except in accordance with the procedures set
forth in this Section.  If the Chairman of the meeting shall determine, based on
the  facts,  that  business  was  not  properly  brought  before  the meeting in
accordance  with  the  provisions  of  this  Section, he shall so declare to the
meeting  and any such business not properly brought before the meeting shall not
be  transacted.  Notwithstanding  the  foregoing  provisions  of this Section, a
stockholder shall also comply with all applicable requirements of the Securities
Exchange  Act of 1934, and the rules and regulations thereunder, with respect to
the  matters  set  forth  in  this  Section.

                        ARTICLE III - BOARD OF DIRECTORS

     SECTION  3.1.   Powers.  The  business and affairs of the Corporation shall
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be  managed  by  or  under  the  direction  of  its Board of Directors except as
otherwise  provided  by  Delaware  Law  or  the  Certificate  of  Incorporation.

     SECTION  3.2.   Number,  Election,  and Term.  The number of directors that
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shall  constitute  the whole Board of Directors shall be not less than seven and
not more than twelve.  Such number of directors shall from time to time be fixed
by resolution of the Board of Directors.   The directors shall be elected at the
annual  meeting  of  stockholders,  except  as provided in Section 3.3, and each
director  elected  shall  hold  office  until his successor shall be elected and
shall  qualify or his earlier death, resignation or removal.  Directors need not
be  residents  of  Delaware  or  stockholders  of  the  Corporation.

     SECTION  3.3.   Vacancies,  Additional  Directors, Removal From Office.  If
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any  vacancy  occurs  on  the Board of Directors caused by death, resignation or
removal  from office of any director or otherwise, or if any new directorship is

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created  by an increase in the authorized number of directors, a majority of the
directors  then  in office or the sole remaining director may choose a successor
or  fill  the  newly  created  directorship; and a director so chosen shall hold
office  until  the next annual election and until his successor shall be elected
and  shall  qualify  or  his  earlier  death,  resignation  or  removal.

     SECTION  3.4.  Chairman  of  the  Board.  The  Board  of  Directors may, by
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resolution  passed by a majority of the whole Board of Directors, appoint one of
its  members to serve as Chairman of the Board and one or more of its members to
serve  as  a  Vice  Chairman.  The  Chairman  of  the Board shall preside at all
meetings  of  the  Board  of  Directors  of the Corporation.  The Chairman shall
formulate  and  submit  to the Board of  Directors matters of general policy for
the  Corporation and shall perform such other duties as may be prescribed by the
Board  of  Directors.  In  the  absence  of the Chairman of the Board, or in the
event  of  his  inability or refusal to act, any Vice Chairman designated by the
Board  of  Directors  shall  perform  the  duties and exercise the powers of the
Chairman of the Board and in the absence of a Vice Chairman, the President shall
perform  such  duties  and  exercise  such  powers.

     SECTION  3.5.   Regular  Meeting.  A  regular  meeting  of  the  Board  of
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Directors  shall  be  held each year, without notice other than these bylaws, at
the place of, and immediately following, the annual meeting of stockholders, and
other  regular meetings of the Board of Directors shall be held at such time and
place  as  the  Board  of Directors may provide, by resolution, either within or
without  the  State  of  Delaware,  without  other  notice than such resolution.

     SECTION  3.6.   Special  Meeting.  A  special  meeting  of  the  Board  of
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Directors  may  be  called  by the Chairman of the Board or by the President and
shall  be  called  by the Secretary on the written request of any two directors.
The  Chairman  or  President so calling, or the two directors so requesting, any
such meeting shall fix the time and place, either within or without the State of
Delaware,  for  such  meeting.

     SECTION  3.7.   Notice  of  Special  Meeting.  Written  notice  of  special
                     ----------------------------
meetings  of  the Board of Directors shall be given to each director at least 48
hours  prior  to the time of such meeting.  Any director may waive notice of any
meeting.  The  attendance of a director at any meeting shall constitute a waiver
of  notice  of  such  meeting, except where a director attends a meeting for the
purpose  of  objecting to the transaction of any business because the meeting is
not  lawfully called or convened.  Neither the business to be transacted at, nor
the  purpose of, any special meeting of the Board of Directors need be specified
in  the  notice  or  waiver  of  notice  of  such  meeting.

     SECTION 3.8.   Quorum.  A majority of the Board of Directors then in office
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shall  constitute a quorum for the transaction of business at any meeting of the
Board  of  Directors,  and the act of a majority of the directors present at any
meeting  at  which there is a quorum shall be the act of the Board of Directors,
except  as  may  be  otherwise  specifically  provided  by  Delaware  Law or the
Certificate of Incorporation.  The directors present at any meeting of the Board

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of  Directors,  whether or not a quorum is present, may adjourn the meeting from
time  to  time,  without  notice other than announcement at the meeting.  At the
adjourned  meeting, the Board of Directors may transact any business which might
have  been  transacted  at  the  original  meeting.

     SECTION 3.9.   Action Without Meeting.  Any action required or permitted to
                    ----------------------
be  taken  at  any meeting of the Board of Directors, or of any committee of the
Board  of Directors, may be taken without a meeting, if all members of the Board
of  Directors or of such committee, as the case may be, consent to the action in
writing and such written consent is filed with the minutes of proceedings of the
Board  of  Directors  or  committee.

     SECTION 3.10.   Telephonic Meetings.  Members of the Board of Directors, or
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any  committee  of  the  Board of Directors, may participate in a meeting of the
Board  of  Directors,  or  such  committee,  as  the  case  may  be, by means of
conference  telephone  or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and such participation
in  a  meeting  shall  constitute  presence  in  person  at  the  meeting.

     SECTION  3.11.   Compensation.  The Board of Directors shall have authority
                      ------------
to  fix  the  compensation  of  directors,  including  fees and reimbursement of
expenses.

     SECTION 3.12.   Committees of Directors.  There shall be an Audit Committee
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and  a  Human  Resources Committee, each of which shall consist of not less than
three  independent directors of the Corporation.  The Board of Directors may, by
resolution  passed  by  a  majority  of  the  whole Board, designate one or more
additional  committees,  including,  if  they  shall  so determine, an Executive
Committee,  each  such  committee  to  consist  of  one or more directors of the
Corporation.  To  the  extent  provided  in  the  resolution  and  subject  to
limitations  under  Delaware Law, any such committee shall have and may exercise
such  of the powers and authority of the Board of Directors in the management of
the  business  and affairs of the Corporation, and may authorize the seal of the
Corporation  to  be  affixed  to  all papers which may require it.  The Board of
Directors  may  designate  one  or  more  directors  as alternate members of any
committee,  who  may replace any absent or disqualified member at any meeting of
such  committee.  Each  committee of directors shall keep regular minutes of its
proceedings  and  report  the  same  to  the  Board  of Directors when required.

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                              ARTICLE IV - OFFICERS

     SECTION  4.1.   Principal  Officers.  The  principal  officers  of  the
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Corporation  shall  be  a  President and one or more Vice Presidents (any one or
more  of  whom  may  be  designated  Executive  Vice  President  or  Senior Vice
President).  The  Board  of  Directors  may  establish  an  Office  of the Chief
Executive, composed of such persons as named by the Board, to hold the power and
authority  of the President.  The Corporation may also have such other principal
officers, which may include a Chief Financial Officer, as the Board of Directors
may  in  its  discretion elect.  Any two or more offices may be held by the same
person.  None  of the officers need be a director, and none of the officers need
be  a  stockholder  of  the  Corporation.

     SECTION  4.2.   Election and Term of Office.  The principal officers of the
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Corporation  shall  be  elected  annually by the Board of Directors at its first
regular  meeting  held  after  the  annual  meeting  of  stockholders or as soon
thereafter  as  conveniently  possible.  Each  such principal officer shall hold
office  until  his  successor shall have been chosen and shall have qualified or
until  his  earlier  death,  resignation  or  removal.

     SECTION  4.3.   Other  Officers.  In  addition  to  the  principal officers
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enumerated  in Section 4.1, the Corporation may have one or more other officers,
which  may  include  staff  or  division officers, as the Board of Directors may
elect or the President shall in his discretion appoint.  Each such other officer
shall  hold  office  for such period and have such title and responsibilities as
the  Board  of  Directors or the President shall determine and may be removed in
accordance  with  Section  4.4.

     SECTION  4.4.   Removal  and Resignation.  Any officer elected by the Board
                     ------------------------
of  Directors  or  appointed by the President may be removed at any time with or
without cause by the Board of Directors.  Any officer appointed by the President
may  be removed at any time with or without cause by the President.  Any officer
may  resign at any time by giving written notice to the Board of Directors or to
the  Secretary  of  the  Corporation.

     SECTION 4.5.   Vacancies.  Any vacancy occurring in any principal office of
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the  Corporation  by  death, resignation, removal or otherwise, may be filled by
the  Board  of  Directors  for  the  unexpired  portion  of  the  term.

     SECTION  4.6.   Salaries.  The  salaries  of  all principal officers of the
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Corporation  shall  be  fixed  by  the  Board  of  Directors  or pursuant to its
direction and the salaries of all other officers shall be fixed by the President
or  pursuant  to  his  direction  and  reviewed  by  the Board of Directors or a
committee  of  the  Board  of  Directors.  No  officer  shall  be prevented from
receiving  such  salary  by  reason  of  his  also  being  a  director.

     SECTION  4.7.   President.  The  President  shall  be  the  chief executive
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officer  of  the  Corporation  and,  subject  to  the  control  of  the Board of
Directors,  shall  in  general supervise and control the business and affairs of
the  Corporation.  The  President  shall  preside  at  all  meetings  of  the

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stockholders  and,  in  the  absence  of  the  Chairman of the Board or any Vice
Chairman,  shall preside at all meetings of the Board of Directors.  He may also
preside  at  any  such  meeting attended by the Chairman of the Board (or a Vice
Chairman)  if  he  is so designated by the Chairman (or a Vice Chairman).  He or
any  officer  designated by him may attend, vote at and grant proxies to be used
at  any  meeting  of  stockholders  of  any  other  corporation  in  which  this
Corporation  may  hold  stock.  In  general  he  shall  perform all other duties
normally  incident  to  the  office of President and such other duties as may be
prescribed  by  the  Board  of  Directors  from  time  to  time.

     SECTION 4.8.   Vice Presidents.  In the absence of the President, or in the
                    ---------------
event  of  his inability or refusal to act, any Vice President designated by the
Board  of  Directors  shall  perform  the  duties and exercise the powers of the
President.  The  Vice Presidents shall perform such other duties as from time to
time  may  be  assigned  to  them  by  the  President or the Board of Directors.

     SECTION  4.9.   Secretary.  The Secretary shall (a) keep the minutes of the
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meetings of the stockholders, the Board of Directors and committees of the Board
of  Directors;  (b)  see  that all notices are duly given in accordance with the
provisions  of  these  bylaws  and  as  required by law; (c) be custodian of the
corporate records and of the seal of the Corporation; (d) have general charge of
the  stock  transfer  books  of the Corporation; and (e) in general, perform all
duties  normally  incident  to  the office of Secretary and such other duties as
from  time  to  time  may  be  assigned  to him by the President or the Board of
Directors.

                              ARTICLE V - DIVIDENDS

     SECTION  5.1.   Declaration.  Subject  to limitations contained in Delaware
                     -----------
Law and the Certificate of Incorporation, the Board of Directors may declare and
pay  dividends  upon  the  shares  of  capital  stock  of the Corporation, which
dividends  may  be  paid  either in cash, securities of the Corporation or other
property.

                          ARTICLE VI - INDEMNIFICATION

     SECTION  6.1.   Third  Party  Actions.  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,  suit or proceeding, whether civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right  of  the  Corporation) by reason of the fact that he is or was a director,
nominee  for director nominated by the Board of Directors (a "nominee"), officer
or  employee  of  the  corporation,  or  is or was serving at the request of the
Corporation  as  a  director,  officer  or  employee  of  another  corporation,
partnership,  joint  venture,  trust  or  other  enterprise,  against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement

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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 or 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.

     SECTION  6.2.   Actions  by  or  in  the  Right  of  the  Corporation.  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,  nominee,  officer  or employee of the
Corporation,  or  is  or  was  serving  at  the  request of the Corporation as a
director,  officer  or  employee  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.

     SECTION  6.3.   Determination  of  Conduct.  The  determination  that  a
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director, nominee or officer met the applicable standard of conduct set forth in
Sections  6.1  and  6.2  (unless indemnification is ordered by a court) shall be
made (1) by a majority vote of the directors who are not parties to such action,
suit  or  proceeding  (the  "Disinterested  Directors"), even though less than a
quorum,  or (2) by a committee of Disinterested Directors designated by majority
vote  of  the Disinterested Directors, even though less than a quorum, or (3) if
there  are  no  Disinterested  Directors,  or  if the Disinterested Directors so
direct,  by  independent  legal  counsel  in  a  written  opinion, or (4) by the
stockholders.  The determination that an employee met the applicable standard of
conduct  set forth in Sections 6.1 and 6.2 (unless indemnification is ordered by
a  court)  shall  be  made  by  the  President, or any other officer or employee
designated  by  the  Board  of  Directors,  or  any of the persons identified in
clauses  (1)  -  (4)  of  the  preceding  sentence.

     SECTION  6.4.   Payment  of  Expenses  in  Advance.  Expenses  (including
                     ----------------------------------
attorneys'  fees)  incurred  in  defending  any civil, criminal or investigative
action,  suit  or  proceeding shall be paid by the Corporation in advance of the
final  disposition  of  such  action,  suit  or  proceeding  upon  receipt of an
undertaking  by  or  on  behalf of the director, nominee, officer or employee 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  Article.

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     SECTION  6.5.   Definition.  For  purposes  of  this Article, 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, nominees, officers, and
employees,  so  that any person who is or was a director, officer or employee of
such  constituent  corporation,  or  is  or  was  serving at the request of such
constituent corporation as director, officer or employee of another corporation,
partnership,  joint  venture, trust or other enterprise, shall stand in the same
position  under the provisions of this Article, with respect to the resulting or
surviving  corporation  as  he  would  have  with  respect  to  such constituent
corporation  if  its  separate  existence  had  continued.

     SECTION 6.6.   Indemnity Not Exclusive.  The indemnification or advancement
                    -----------------------
of  expenses  provided  under  this Article shall not be deemed exclusive of any
other  rights  to which those seeking indemnification or advancement of expenses
may  be  entitled  under  any  other  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.  Notwithstanding
anything  in  this  Article to the contrary, 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,  suit or proceeding, whether civil,
criminal  or  investigative  by reason of the fact that he is or was a director,
nominee,  officer or employee of the Corporation, or was  serving at the request
of  the  Corporation  as a director, officer or employee of another corporation,
partnership,  joint  venture,  trust  or other enterprise, to the fullest extent
permitted  by  applicable  law.

     SECTION  6.7.   Continuation.  The  indemnification  and  advancement  of
                     ------------
expenses provided by, or granted pursuant to, this Article for acts occurring at
the  time  such  director, nominee, officer or employee was a director, nominee,
officer  or  employee  of  the Corporation shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
nominee,  officer  or  employee  and  shall  inure  to the benefit of the heirs,
executors  and  administrators  of  such  a  person.

                           ARTICLE VII - MISCELLANEOUS

     SECTION  7.1.   Seal.  The  corporate  seal  shall have inscribed on it the
                     ----
name of the Corporation, and the words "Corporate Seal, Delaware."  The seal may
be  used  by causing it or a facsimile of the seal to be impressed or affixed or
otherwise  reproduced.

     SECTION  7.2.   Books. The books of the Corporation may be kept (subject to
                     -----
any  provision  contained  in Delaware Law) outside the State of Delaware at the
offices  of  the Corporation  at  Houston,  Texas,  or  at  such  other place or
places as may be designated  from  time  to  time  by  the  Board  of Directors.

     SECTION  7.3.  Shareholder  Rights Plans. A shareholder rights plan adopted
                    -------------------------
by  the  Board  of  Directors  of  the  Corporation  shall  be  submitted to the
stockholders  for  approval  at  the next stockholders' annual meeting occurring
more  than  75  days  after  such adoption.  Any plan adopted shall be effective
immediately upon adoption but shall be terminated if not approved by the holders
of  a majority of the shares voting on such matter.  If this bylaw is amended or
rescinded  by  the  Board  of  Directors, then notwithstanding anything in these
bylaws to the contrary, holders of 10% of the outstanding shares of common stock
of the Corporation may by notice to the Secretary of the Corporation require the
Secretary  to  call  a  special meeting of stockholders to be held on a date not
less than 90 days nor more than 120 days after the receipt of such notice by the
Secretary,  for  the  sole purpose of voting on a proposal to repeal such action
taken  by  the  Board  of  Directors.  Such  notice  shall be deemed to meet the
requirements  of  Section  2.10  of  these  bylaws.


                            ARTICLE VIII - AMENDMENT

     These  bylaws  may be amended or repealed, or new bylaws may be adopted, by
the stockholders entitled to vote on the matter at any annual or special meeting
or  by  the  Board  of  Directors.

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