EXHIBIT 3.10


                      ELECTROSOURCE, INC.


                             BYLAWS



                          APPROVED BY:

                       Board of Directors
                       November 13, 1996

                                
                      ELECTROSOURCE, INC.

                             BYLAWS


                       TABLE OF CONTENTS

                                                               Page
                       ARTICLE I - OFFICE

SECTION  1. 1. Registered Office                                1
SECTION  1. 2. Other Offices                                    1


                           ARTICLE II
                    MEETINGS OF STOCKHOLDERS

SECTION  2. 1. Annual Meeting                                   1
SECTION  2. 2. Voting List                                      1
SECTION  2. 3. Special Meeting                                  1
SECTION  2. 4. Notice of Meeting                                2
SECTION  2. 5. Quorum                                           2
SECTION  2. 6. Voting                                           2
SECTION  2. 7. Consent of Stockholder                           3
SECTION  2. 8. Voting of Stock of Certain Holders               3
SECTION  2. 9. Treasury Stock                                   3
SECTION  2.10. Fixing Record Date                               3
SECTION  2.11. Presentation of Shareholder Proposals            3
               (Added November 13, 1996)


                          ARTICLE III
                       BOARD OF DIRECTORS

SECTION  3. 1. Powers                                           4
SECTION  3. 2. Number and Qualifications                        4
               (Revised:  February 13, 1990/See Appendix)
SECTION  3. 3. Election, Term of Office and Vacancies           4
SECTION  3. 4. Place of Meetings                                4
SECTION  3. 5. Regular Meeting                                  4
SECTION  3. 6. Special Meeting                                  5
SECTION  3. 7. Notice of Special Meeting                        5
SECTION  3. 8. Quorum and Participation                         5
SECTION  3. 9. Action Without Meeting                           5
SECTION  3.10. Compensation                                     5


                           ARTICLE IV
                    COMMITTEES OF DIRECTORS

SECTION  4. 1. Executive Committee                              6
SECTION  4. 2. Other Committees                                 6
SECTION  4. 3. Designation, Powers, and Name                    6
SECTION  4. 4. Minutes                                          6


                           ARTICLE V
                             NOTICE

SECTION  5. 1. Methods of Giving Notice                         7
SECTION  5. 2. Written Waiver                                   7


                           ARTICLE VI
                            OFFICERS

SECTION  6. 1. Officers                                         7
SECTION  6. 2. Election and Term of Office                      7
SECTION  6. 3. Removal and Resignation                          8
SECTION  6. 4. Vacancies                                        8
SECTION  6. 5. Salaries                                         8
SECTION  6. 6. Chairman of the Board                            8
SECTION  6. 7. President                                        8
               (Revised:  November 3, 1993/See Appendix)
               (Revised:  June 23, 1994/See Appendix)
SECTION  6. 8. Vice Presidents                                  8
               (Revised:  November 3, 1993/See Appendix)
               (Revised:  June 23, 1994/See Appendix)
SECTION  6. 9. Secretary                                        9
SECTION  6.10. Treasurer                                        9
SECTION  6.11. Assistant Secretary or Treasurer                 9


                          ARTICLE VII
                CONTRACTS, CHECKS, AND DEPOSITS

SECTION  7. 1. Contracts                                        9
SECTION  7. 2. Checks, etc.                                    10
SECTION  7. 3. Deposits                                        10


                          ARTICLE VIII
                     CERTIFICATES OF STOCK

SECTION  8. 1. Issuance                                        10
SECTION  8. 2. Lost Certificates                               10
SECTION  8. 3. Transfers                                       11
SECTION  8. 4. Registered Stockholders                         11
SECTION  8. 5. Stockholders' Addresses                         11


                           ARTICLE IX
                           DIVIDENDS

SECTION  9. 1. Declaration                                     11
SECTION  9. 2. Reserve                                         11


                           ARTICLE X
                        INDEMNIFICATION

SECTION 10. 1. Third Party Actions                             11
SECTION 10. 2. Actions by or in the Right of the Corporation   12
SECTION 10. 3. Determination of Conduct                        12
SECTION 10. 4. Payment of Expenses in Advance                  12
SECTION 10. 5. Indemnity Not Exclusive                         12
SECTION 10. 6. Insurance                                       13
SECTION 10. 7. Constituent Corporation                         13


                           ARTICLE XI
         DIVISIONAL ORGANIZATION AND DIVISION OFFICERS

SECTION 11. 1. Divisional Organization                         13
SECTION 11. 2. Division Officers                               13


                          ARTICLE XII
                         MISCELLANEOUS

SECTION 12. 1. Seal                                            13
SECTION 12. 2. Books                                           13



                          ARTICLE XIII
                           AMENDMENT

Amendment                                                      14

APPENDIX                                                      A-1



                      ELECTROSOURCE, INC.

                             BYLAWS


                           ARTICLE I
                            OFFICES

      SECTION 1.1.  Registered Office.  The registered office  of
the corporation 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 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.   Annual  Meeting.   The  annual  meeting  of
stockholders for the election of directors shall be held at  such
place either within or without the State of Delaware and at  such
date  and  time as shall be designated from time to time  by  the
Board of Directors and stated in the notice of the meeting.

     SECTION 2.2.     Voting List.  The officer who has charge of
the  stock ledger of the corporation shall prepare and  make,  at
least  ten 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 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, 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.

      SECTION  2.3.   Special Meeting.  Special meetings  of  the
stockholders,  for  any  purpose or  purposes,  unless  otherwise
prescribed by statute or by the Certificate of Incorporation, may
be  called  by the President or by the Board of Directors  or  by
written order of a majority of the directors and shall be  called
by  the  President or the Secretary at the request in writing  of
stockholders  owning a majority in amount of the  entire  capital
stock  of the corporation issued and outstanding and entitled  to
vote.   Such  request  shall state the purpose  of  the  proposed
meeting.   The  President  or  directors  so  calling,   or   the
stockholders so requesting, any such meeting shall fix  the  date
and time of, and the place (either within or without the State of
Delaware) for, the meeting.

      SECTION 2.4.     Notice of Meeting.  Written notice of  the
annual,  and  each special meeting of stockholders,  stating  the
time,  place and purpose or purposes thereof, shall be  given  to
each stockholder entitled to vote thereat, not less than ten  nor
more than sixty days before the meeting.

      SECTION 2.5.     Quorum.  The holders of a majority of  the
stock  issued  and  outstanding and  entitled  to  vote  thereat,
present  in  person or represented by proxy, shall  constitute  a
quorum  at  any  meeting of stockholders for the  transaction  of
business  except  as  otherwise provided by  statute  or  in  the
Certificate   of   Incorporation.   Notwithstanding   the   other
provisions  of the Certificate of Incorporation or these  Bylaws,
the holders of a majority of the shares of such stock, present in
person  or  represented  by proxy, although  not  constituting  a
quorum,  shall  have power to adjourn the meeting  from  time  to
time,  without  notice  other than announcement  at  the  meeting
(except  as otherwise provided by law), until a quorum  shall  be
present  or  represented.  At such adjourned meeting at  which  a
quorum  shall  be  present or represented, any  business  may  be
transacted  which might have been transacted at  the  meeting  as
originally notified.

      SECTION 2.6.     Voting.  When a quorum is present  at  any
meeting  of  the  stockholders, 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  the statutes, 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.   Every stockholder having the right to vote  shall  be
entitled  to  vote  in  person,  or  by  proxy  appointed  by  an
instrument in writing, subscribed by such stockholder, bearing  a
date  not  earlier than one year prior to voting, and filed  with
the  Secretary of the corporation before or at the  time  of  the
meeting.  If such instrument shall designate two or more  persons
to  act  as  proxies, unless such instrument  shall  provide  the
contrary,  a majority of such persons present at any  meeting  at
which their powers thereunder are to be exercised shall have  and
may  exercise all the powers of voting or giving consents thereby
conferred,  or  if only one be present, then such powers  may  be
exercised  by  that  one,  or, if an even  number  attend  and  a
majority  do  not agree on any particular issue,  each  proxy  so
attending  shall  be entitled to exercise such powers in  respect
of  the  same  portion  of the shares as he  is  of  the  proxies
representing such shares.

      SECTION  2.7.   Consent of Stockholder.   Unless  otherwise
provided in the Certificate of Incorporation, 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 by the Secretary of the  corporation  to
those stockholders who have not consented in writing.

      SECTION  2.8.  Voting of Stock of Certain Holders.   Shares
standing in the name of another corporation, domestic or foreign,
may  be voted by such officer, agency, or proxy as the Bylaws  of
such  corporation  may  prescribe, or  in  the  absence  of  such
provision,  as  the  Board of Directors of such  corporation  may
determine.  Shares standing in the name of a deceased person  may
be  voted  by  the  executor or administrator  of  such  deceased
person,  either  in person or by proxy.  Shares standing  in  the
name  of a guardian, conservator, or trustee may be voted by such
fiduciary,  either in person or by proxy, but no fiduciary  shall
be  entitled  to  vote  shares held in  such  fiduciary  capacity
without  a  transfer  of  such  shares  into  the  name  of  such
fiduciary.   Shares  standing in the name of a  receiver  may  be
voted  by such receiver.  A stockholder whose shares are  pledged
shall be entitled to vote such shares, unless in the transfer  by
the  pledgor  on the books of the Corporation, he  has  expressly
empowered the pledgee to vote thereon.

      SECTION  2.9.  Treasury Stock.  The corporation  shall  not
vote,  directly or indirectly, shares of its own stock  owned  by
it; and such shares shall not be counted in determining the total
number of outstanding shares.

      SECTION  2.10.  Fixing Record Date.  The Board of Directors
may fix in advance a date, not exceeding sixty days preceding the
date  of any meeting of stockholders, or the date for 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
capital stock shall go into effect, or a date in connection  with
obtaining  a  consent, as a record date for the determination  of
the  stockholders entitled to notice of, and to vote at, any such
meeting  and  any  adjournment thereof, or  entitled  to  receive
payment of such dividend or distribution, or to receive any  such
allotment of rights, or to exercise the rights in respect of  any
such  change, conversion or exchange of capital stock, or to give
such  consent, and in such case such stockholders and  only  such
stockholders as shall be stockholders of record on  the  date  so
fixed  shall be entitled to such notice of, and to vote  at,  any
such  meeting and any adjournment thereof, or to receive  payment
of  such  dividends or distribution, or to receive such allotment
of  rights, or to exercise such rights, or to give such  consent,
as  the case may be notwithstanding any transfer of any stock  on
the books of the corporation after any such record date fixed  as
aforesaid.

      SECTION  2.11.  Presentation of Shareholder Proposals.   In
the  event that in connection with any annual or special  meeting
of  the  stockholders any shareholder shall  have  perfected  the
right  to  have  a  shareholder proposal included  in  the  proxy
solicitation  materials  of  the  corporation  relating  to  that
meeting  as  contemplated by Rule 14a-8  of  the  Securities  and
Exchange  Commission, the following procedures shall  apply  with
respect   to   the  presentation  of  any  supporting   statement
concerning  such  shareholder proposal.  The proponent  shall  be
allotted  a total period of ten minutes in which to read  to  the
meeting  the  text of any supporting statement  included  in  the
proxy  materials and make (if so desired) an additional.  If  the
proponent  is  not present at the meeting, a representative  (who
must be qualified under Delaware law to present the proposal  for
action  at the meeting and provide evidence of the representative
capacity)  may  present  the proposal  in  accordance  with  this
section.   Management of the corporation will then have a  period
of  ten minutes to read a statement addressing the proposal  that
has  been included in the proxy materials for the meeting and  to
make  any additional statement in response to the proposal or  to
the  presentation at the meeting by the proponent.  The  chairman
of  the  meeting  shall  have the power to  cut  short  the  time
allotted  to the proponent or to the management if the  proponent
or  management, as the case may be, engages in any slanderous  or
defamatory language or it is otherwise out of order.   After  the
presentations  by the proponent and management, the  chairman  of
the  meeting  shall  call for discussion on  the  proposal.   The
chairman  of  the meeting, after a period allowed for  discussion
not  to exceed ten minutes, shall request a motion from the floor
to  end  discussion and vote the question.  If no such motion  is
made,  or  if  made fails for want of a second or by  failure  to
achieve  the concurrence of a majority of the shares present  and
voting  on  the  motion  (not  including  any  broker  nonvotes),
successive  ten  minute  discussion  period  shall  be   observed
followed  in  each case by a renewed call by the chairman  for  a
motion to vote the question.



                          ARTICLE III
                       BOARD OF DIRECTORS

      SECTION  3.1.   Powers.  The business and  affairs  of  the
corporation shall be managed by its Board of Directors, which may
exercise  all  such powers of the corporation  and  do  all  such
lawful  acts  and  things  as  are  not  by  statute  or  by  the
Certificate  of  Incorporation or by  these  Bylaws  directed  or
required to be exercised or done by the stockholders.

      SECTION  3.2.   Number and Qualifications.  The  number  of
directors (exclusive of directors, if any, elected by the holders
of  one or more series of preferred stock, which may at any  time
be  outstanding,  voting separately as a class  pursuant  to  the
provisions   of  the  Certificate  of  Incorporation   applicable
thereto) shall be not less than three nor more than 21 directors,
the exact number to be determined from time to time by resolution
adopted by affirmative vote of a majority of the entire Board  of
Directors.

     The directors need not be stockholders of the Corporation.

      No  person  shall be eligible to stand for  election  as  a
director  who,  except  in the case of a former  Chief  Executive
Officer  of  the  Corporation,  shall  have  been  retired   from
employment  with  the  Corporation or one of  its  subsidiary  or
affiliated companies for more than twelve (12) months.

      SECTION 3.3.  Election, Term of Office and Vacancies.   The
Board  of Directors shall be divided into three classes, and  the
term  of  office  of  each  director  shall  be  as  provided  in
ARTICLE SEVEN of the Certificate of Incorporation.

      Directors shall be elected by ballot at the annual  meeting
of stockholders by a plurality of the votes cast, in person or by
proxy,  by the stockholders entitled to vote, each to hold office
until  the expiration of his term of office and until a successor
is elected and qualified.

      If any vacancy shall occur among the directors, including a
vacancy  resulting from an increase in the numbers  of  directors
constituting  the  entire  Board  of  Directors,  a  majority  of
directors then in office may fill such a vacancy and any director
so  chosen shall hold office until the next election of the class
for  which  such director shall have been chosen  and  until  his
successor is elected and qualified.

      In  case of a vacancy on the Board, the remaining directors
shall  continue  to  act; but, if at any  time  their  number  be
reduced  to  less  than  a  quorum, the  remaining  directors  or
director shall fill the vacancies.

      SECTION  3.4.  Place of Meetings.  The directors  may  hold
their  meetings at the office of the corporation in the  City  of
Austin, State of Texas, or at such other place or places  as  may
be designated in the notice of the meeting.

      SECTION  3.5.  Regular Meeting.  A regular meeting  of  the
Board  of Directors shall be held each year, without other notice
than  provided by 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 each  year,  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 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 directors so requesting, any  such  meeting
shall  fix  the time and any place, either within or without  the
State of Delaware, as the place for holding 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 twenty-four 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,  except  that
notice shall be given of any proposed amendment to the Bylaws  if
it is to be adopted at any special meeting or with respect to any
other matter where notice is required by statute.

      SECTION 3.8.  Quorum and Participation.  A majority of  the
Board  of Directors 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 statute,  by
the Certificate of Incorporation or by these Bylaws.  Members  of
the  Board of Directors may participate in a meeting of the Board
of   Directors  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 shall constitute presence in person and  attendance
at such meeting.  If a quorum shall not be present at any meeting
of  the  Board  of Directors, the directors present  thereat  may
adjourn the meeting from time to time, without notice other  than
announcement at the meeting, until a quorum shall be present.

      SECTION  3.9.   Action Without Meeting.   Unless  otherwise
restricted  by the Certificate of Incorporation or these  Bylaws,
any  action  required or permitted to be taken at any meeting  of
the  Board of Directors, or of any committee thereof as  provided
in Article IV of these Bylaws, may be taken without a meeting, if
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.

      SECTION 3.10.  Compensation.  Directors, as such, shall not
be  entitled to any stated salary for their services unless voted
by  the stockholders or the Board of Directors; but by resolution
of   the  Board  of  Directors,  a  fixed  sum  and  expenses  of
attendance, if any, may be allowed for attendance at each regular
or special meeting of the Board of Directors or any meeting of  a
committee of directors.  No provisions of these Bylaws  shall  be
construed  to preclude any director from serving the  corporation
in any other capacity and receiving compensation therefor.



                           ARTICLE IV
                    COMMITTEES OF DIRECTORS

      SECTION  4.1.  Executive Committee.  The Board of Directors
by  resolution  adopted by a majority of  the  entire  Board  may
appoint  an Executive Committee (and may discontinue the same  at
any   time)  to  consist  of  three  or  more  directors  of  the
corporation to hold office during the pleasure of the Board.  The
Executive  Committee shall have and may exercise all  the  powers
and  authority of the Board 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; but
no  such  Committee  shall have the power or authority  to:   (a)
amend the Certificate of Incorporation of the corporation, except
that such committee may, to the extent authorized in a resolution
or  resolutions  providing for the issuance of  shares  of  stock
adopted  by the Board of Directors, fix the designations and  any
of   the  preferences  or  rights  of  such  shares  relating  to
dividends, redemption, dissolution, any distribution of assets of
the  corporation or the conversion into, or the exchange of  such
shares  for,  shares of any other class or classes or  any  other
series of the same or any other class or classes of stock of  the
corporation or fix the number of shares of any series of stock or
authorize  the increase or decrease of the shares of any  series;
(b) adopt an agreement of merger or consolidation;  (c) recommend
to  the  stockholders  the sale, lease, or  exchange  of  all  or
substantially  all  of  the corporation's  property  and  assets;
(d)   recommend  to  the  stockholders  a  dissolution   of   the
corporation  or  a revocation of a dissolution;   (e)  amend  the
Bylaws;   (F) declare a dividend;  (g) authorize the issuance  of
stock;  or  (h)  adopt  a  certificate of ownership  and  merger.
Meetings of the Executive Committee may be called at any time  by
the  Chairman  of  the  Board or the Chairman  of  the  Executive
Committee  or  any two members of the Executive  Committee.   Two
members of the Executive committee shall constitute a quorum  for
the transaction of business.

      SECTION 4.2.  Other Committees.  The Board of Directors  by
resolution  passed by a majority of the entire Board may  appoint
other Committees as may be deemed advisable and may terminate any
such  Committee at any time.  Each Committee shall  have  one  or
more  members  who shall serve at the pleasure of the  Board  and
shall  have such powers as may be provided by resolution  of  the
Board  and  permitted by the laws of the State of Delaware.   Two
members of each of such Committees shall constitute a quorum  for
the  transaction  of business except that when such  a  Committee
consists  of  one  member,  then one member  shall  constitute  a
quorum.

      SECTION 4.3.  Designation, Powers, and Name.  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.   In  the
absence  or  disqualification of any member of such committee  or
committees, the member or members thereof 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.

      SECTION  4.4.  Minutes.  Each committee of directors  shall
keep  regular minutes of its proceedings and report the  same  to
the Board of Directors when required.





                           ARTICLE V
                             NOTICE

      SECTION 5.1.  Methods of Giving Notice.  Whenever under the
provisions  of the statutes, the Certificate of Incorporation  or
these  Bylaws,  notice is required to be given to  any  director,
member of any committee, or stockholder, such notice shall be  in
writing  and  delivered personally or mailed  to  such  director,
member,  or stockholder; provided that in the case of a  director
or  a member of any committee such notice may be given orally  or
by  telephone  or  telegram.  If mailed, notice  to  a  director,
member of a committee or stockholder shall be deemed to be  given
when  deposited in the United States mail first class in a sealed
envelope,  with  postage prepaid, addressed, in  the  case  of  a
director  or a member of a committee, to such person at his  last
known  business  address.   If sent by  telegraph,  notice  to  a
director  or  member of a committee shall be deemed to  be  given
when  the telegram, addressed to the director's or member's  last
known business address, is delivered to the telegraph company.

      SECTION  5.2.   Written  Waiver.  Whenever  any  notice  is
required under the provisions of the statutes, the Certificate of
Incorporation  or  these  Bylaws, a waiver  thereof  in  writing,
signed  by the person or persons entitled to said notice, whether
before  or  after  the  time  stated  therein,  shall  be  deemed
equivalent thereto.


                           ARTICLE VI
                            OFFICERS

      SECTION  6.1.   Officers.  The officers of the  corporation
shall be a Chairman of the Board and a Vice Chairman of the Board
(if  such offices are created by the Board), a President, one  or
more  Vice Presidents, any one or more of which may be designated
Executive  Vice President, Senior Vice President, or  Group  Vice
President, a Secretary, and a Treasurer.  The Board of  Directors
may be resolution create the office of Vice Chairman of the Board
and define the duties of such office.  The Board of Directors may
appoint such other officers and agents, including Assistant  Vice
Presidents,  Assistant Secretaries, and Assistant Treasurers,  as
it  shall  deem necessary, who shall hold their offices for  such
terms  and shall exercise such powers and perform such duties  as
shall be determined by the Board.  Any two or more offices, other
than  the offices of President and Secretary, may be held by  the
same  person.  No officer shall execute, acknowledge, verify,  or
countersign any instrument on behalf of the corporation  in  more
than  one  capacity, if such instrument is required  by  law,  by
these  Bylaws, or by any act of the corporation to  be  executed,
acknowledge, verified, or countersigned by two or more  officers.
The Chairman and Vice Chairman of the Board shall be elected from
among the directors.  With the foregoing exceptions, none of  the
other officers need be a director, and none of the officers  need
be a stockholder of the corporation.

      SECTION 6.2.  Election and Term of Office.  The officers of
the  corporation  shall  be  elected annually  by  the  Board  of
Directors  at  its  first regular meeting held after  the  annual
meeting  of  stockholders,  or at any other  regular  or  special
meeting  of  the  Board of Directors.  Each  officer  shall  hold
office until his successor shall have been chosen and shall  have
qualified  or  until  his  death or the  effective  date  of  his
resignation or removal, or until he shall cease to be a  director
in the case of the Chairman and Vice Chairman.

     SECTION 6.3.  Removal and Resignation.  Any officer or agent
elected  or  appointed by the Board of Directors may  be  removed
without cause by the affirmative vote of a majority of the  Board
of  Directors whenever, in its judgment, the best interest of the
corporation  shall be served thereby, but such removal  shall  be
without  prejudice  to the contractual rights,  if  any,  of  the
person  removed.  Any officer may resign at any  time  by  giving
written  notice  to the corporation.  Any such resignation  shall
take  effect at the date of the receipt of such notice or at  any
later  time  specified  therein, and unless  otherwise  specified
therein,  the  acceptance  of  such  resignation  shall  not   be
necessary to make it effective.

      SECTION  6.4.   Vacancies.  Any vacancy  occurring  in  any
office  of  the  corporation by death, resignation,  removal,  or
otherwise,  may  be  filled by the Board  of  Directors  for  the
unexpired portion of the term.

      SECTION  6.5.  Salaries.  The salaries of all officers  and
agents  of  the  corporation shall  be  fixed  by  the  Board  of
Directors or pursuant to its direction; and no officer  shall  be
prevented from receiving such salary by reason of his also  being
a director.

      SECTION 6.6.  Chairman of the Board.  The Chairman  of  the
Board  (if such office is created by the Board) shall preside  at
all meetings of the Board of Directors or of the stockholders  of
the corporation.  In the Chairman's absence, such duties shall be
attended  to  by  the Vice Chairman of the Board.   The  Chairman
shall  formulate  and  submit to the Board of  Directors  or  the
Executive  Committee matters of general policy of the corporation
and  shall perform such other duties as usually appertain to  the
office  or as may be prescribed by the Board of Directors or  the
Executive Committee.

      SECTION 6.7.  President.  The President shall be the  chief
executive 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.  In the absence  of
the  Chairman of the Board or the Vice Chairman of the board  (if
such  offices  are  created by the Board),  the  President  shall
preside  at  all meetings of the Board of Directors  and  of  the
stockholders. He may also preside at any such meeting attended by
the Chairman or Vice Chairman of the Board if he is so designated
by  the  Chairman,  or  in the Chairman's  absence  by  the  Vice
Chairman.   He  shall  have  the  power  to  appoint  and  remove
subordinate officers, agents, and employees, except those elected
or appointed by the Board of Directors.  The President shall keep
the Board of Directors and the Executive Committee fully informed
and   shall   consult  them  concerning  the  business   of   the
corporation.  He may sign with the Secretary or any other officer
of   the  corporation  thereunto  authorized  by  the  Board   of
Directors,  certificates for shares of the  corporation  and  any
deeds,  bonds,  mortgages, contracts, checks, notes,  drafts,  or
other  instruments which the Board of Directors  has  authorized,
except in cases where the signing and executing thereof has  been
expressly  delegated by these Bylaws or by the Board of Directors
to  some  other officer or agent of the corporation, or shall  be
required by law to be otherwise executed.  He shall vote, or give
a  proxy  to  any other officer of the corporation to  vote,  all
shares of stock of any other corporation standing in the name  of
the  corporation and 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 stockholders, the  Board  of
Directors or the Executive Committee from time to time.

      SECTION  6.8.   Vice  Presidents.  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 shall be  no
Vice  President  designated Executive Vice  President,  any  Vice
President  designated by the Board) shall perform the duties  and
exercise  the  powers of the President.  Any Vice  President  may
sign, with the Secretary or Assistant Secretary, certificates for
shares  of  the  corporation.  The Vice Presidents shall  perform
such other duties as from time to time may be assigned to them by
the   President,  the  Board  of  Directors,  or  the   Executive
Committee.

      SECTION 6.9.  Secretary.  The Secretary shall (a) keep  the
minutes  of  the  meetings  of  the stockholders,  the  Board  of
Directors, and committees 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, and see that the seal of the
corporation or a facsimile thereof is affixed to all certificates
for  shares prior to the issue thereof and to all documents,  the
execution of which on behalf of the corporation under its seal is
duly  authorized  in  accordance with  the  provisions  of  these
Bylaws;  (d)  keep  or cause to be kept a register  of  the  post
office  address of each stockholder which shall be  furnished  by
such  stockholder; (e) sign with the President, or any  Executive
Vice President or Vice President, certificates for shares of  the
corporation,  the  issue of which shall have been  authorized  by
resolution of the Board of Directors; (f) have general charge  of
the  stock transfer books of the corporation; and (g) in general,
perform all duties assigned to him by the President, the Board of
Directors, or the Executive Committee.

      SECTION  6.10.   Treasurer.  If required by  the  Board  of
Directors,  the  Treasurer shall give a  bond  for  the  faithful
discharge  of  his  duties in such sum and with  such  surety  or
sureties  as  the Board of Directors shall determine.   He  shall
(a)  have charge and custody of and be responsible for all  funds
and  securities of the corporation; receive and give receipts for
moneys  due  and  payable  to  the corporation  from  any  source
whatsoever  and  deposit  all such moneys  in  the  name  of  the
corporation in such banks, trust companies, or other depositories
as shall be selected in accordance with the provisions of Section
7.3.  of these Bylaws; (b) prepare, or cause to be prepared,  for
submission at each regular meeting of the Board of Directors,  at
each  annual meeting of the stockholders, and at such other times
as  may be required by the Board of Directors, the President,  or
the  Executive Committee, a statement of financial  condition  of
the  corporation in such detail as may be required;  and  (c)  in
general,  perform  all  the  duties incident  to  the  office  of
Treasurer  and  such other duties as from time  to  time  may  be
assigned to him by the President, the Board of Directors, or  the
Executive Committee.

      SECTION  6.11.   Assistant  Secretary  or  Treasurer.   The
Assistant Secretaries and Assistant Treasurers shall, in general,
perform such duties as shall be assigned to them by the Secretary
or the Treasurer, respectively, or by the President, the Board of
Directors, or the Executive Committee.  The Assistant Secretaries
and  Assistant Treasurers shall, in the absence of the  Secretary
or  Treasurer,  respectively, perform all  functions  and  duties
which  such  absent  officers may delegate, but  such  delegation
shall not relieve the absent officer from the responsibilities of
his  office.   The  Assistant  Secretaries  may  sign,  with  the
President  or  a Vice President, certificates for shares  of  the
corporation, the issue of which shall have been authorized  by  a
resolution  of the Board of Directors.  The Assistant  Treasurers
shall  respectively, if required by the Board of Directors,  give
bonds for the faithful discharge of their duties in such sums and
with such sureties as the Board of Directors shall determine.


                          ARTICLE VII
                CONTRACTS, CHECKS, AND DEPOSITS

      SECTION  7.1.   Contracts.  Subject to  the  provisions  of
Section  6.1., the Board of Directors may authorize any  officer,
officers, agent or agents, to enter into any contract or  execute
and  deliver any instrument in the name of and on behalf  of  the
corporation,  and such authority may be general  or  confined  to
specific instances.

      SECTION 7.2.  Checks, etc.  All checks, demands, drafts, or
other  orders for payment of money, notes, or other evidences  of
indebtedness  issued  in the name of the  corporation,  shall  be
signed by such officer or officers or such agent or agents of the
corporation,  and in such manner, as shall be determined  by  the
Board of Directors.

      SECTION  7.3.  Deposits.  All funds of the corporation  not
otherwise  employed shall be deposited from time to time  to  the
credit  of  the  corporation in such banks, trust  companies,  or
other depositories as the Board of Directors may select.


                          ARTICLE VIII
                     CERTIFICATES OF STOCK

       SECTION   8.1.   Issuance.   Each  stockholder   of   this
corporation  shall be entitled to a certificate  or  certificates
showing  the number of shares of stock registered in his name  on
the  books of the corporation.  The certificates shall be in such
form  as  may be determined by the Board of Directors,  shall  be
issued  in numerical order and shall be entered in the  books  of
the  corporation  as  they are issued.  They  shall  exhibit  the
holder's  name  and number of shares and shall be signed  by  the
President  or  a  Vice  President and  by  the  Secretary  or  an
Assistant  Secretary.   Any of or all of the  signatures  on  the
certificate   may  be  facsimiles.   If  the  corporation   shall
authorize to issue more than one class of stock or more than  one
series  of any class, the designations, preferences, and relative
participating, optional, or other special rights of each class of
stock  or series thereof and the qualifications, limitations,  or
restrictions of such preferences and rights shall be set forth in
full  or summarized on the face or back of the certificate  which
the  corporation  shall issue to represent such class  of  stock;
provided that, except as otherwise provided by statute,  in  lieu
of  the foregoing requirements there may be set forth on the face
or  back of the certificate which the corporation shall issue  to
represent  such  class or series of stock, a statement  that  the
corporation will furnish to each stockholder who so requests  the
designations, preferences, and relative, participating, optional,
or  other special rights of each class of stock or series thereof
and  the  qualifications, limitations, or  restrictions  of  such
preferences  and  rights.  All certificates  surrendered  to  the
corporation for transfer shall be canceled and no new certificate
shall be issued until the former certificate for a like number of
shares  shall have been surrendered and canceled, except that  in
the  case of a lost, stolen, destroyed, or mutilated certificate,
a  new  one may be issued therefor upon such terms and with  such
indemnity,  if any, to the corporation as the Board of  Directors
may  prescribe.   Certificates shall not be  issued  representing
fractional shares of stock.

     SECTION 8.2.  Lost Certificates.  The Board of Directors may
direct a new certificate or certificates to be issued in place of
any   certificate  or  certificates  theretofore  issued  by  the
corporation alleged to have been lost, stolen, or destroyed, upon
the  making  of an affidavit of that fact by the person  claiming
the  certificate of stock to be lost, stolen, or destroyed.  When
authorizing such issue of a new certificate or certificates,  the
Board  of  Directors may, in its discretion and  as  a  condition
precedent  to  the issuance thereof, require the  owner  of  such
lost,  stolen, or destroyed certificate or certificates,  or  his
legal representative, to advertise the same in such manner as  it
shall require or to give the corporation a bond in such sum as it
may  direct  as  indemnity against any claim  that  may  be  made
against  the  corporation  with respect  to  the  certificate  or
certificates alleged to have been lost, stolen, or destroyed.

      SECTION 8.3.  Transfers.  Upon surrender to the corporation
or  the  transfer  agent of the corporation of a certificate  for
shares  duly  endorsed  or  accompanied  by  proper  evidence  of
succession, assignment, or authority to transfer, it shall be the
duty  of the corporation to issue a new certificate to the person
entitled  thereto,  cancel the old certificate,  and  record  the
transaction  upon its books.  Transfers of shares shall  be  made
only  on  the  books of the corporation by the registered  holder
thereof,  or  by his attorney thereunto authorized  by  power  of
attorney and filed with the Secretary of the corporation  or  the
transfer agent.

      SECTION  8.4.   Registered Stockholders.   The  corporation
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 shall have express  or  other  notice
thereof, except as otherwise provided by the laws of the State of
Delaware.

      SECTION  8.5.  Stockholders' Addresses.  Every  stockholder
transferee  shall furnish the Secretary or a transfer agent  with
the address to which notice of meetings and all other notices may
be served upon or mailed to him, and in default thereof, he shall
not be entitled to service or mailing of any such notice.


                           ARTICLE IX
                           DIVIDENDS

     SECTION 9.1.  Declaration.  Dividends upon the capital stock
of  the corporation, subject to the provisions of the Certificate
of  Incorporation,  if  any, may be  declared  by  the  Board  of
Directors  at  any regular or special meeting, pursuant  to  law.
Dividends  may  be paid in cash, in property,  or  in  shares  of
capital  stock,  subject to the provisions of the Certificate  of
Incorporation.

      SECTION  9.2.   Reserve.  Before payment of  any  dividend,
there  may  be  set  aside out of any funds  of  the  corporation
available  for  dividends  such sum  or  sums  as  the  Board  of
Directors from time to time, in their absolute discretion,  think
proper  as  a reserve or reserves to meet contingencies,  or  for
equalizing  dividends,  or  for  repairing  or  maintaining   any
property  of  the corporation, or for such other purpose  as  the
Board  of Directors shall think conducive to the interest of  the
corporation,  and  the Directors may modify or abolish  any  such
reserve in the manner in which it was created.


                           ARTICLE X
                        INDEMNIFICATION

      SECTION 10.1.  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,   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,
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 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  interest 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,  with
respect  to  any  criminal action or proceeding,  had  reasonable
cause to believe that his conduct was unlawful.


SECTION  10.2.   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,  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 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  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 10.3.  Determination of Conduct.  The determination
that  an  officer,  director, employee, or  agent,  has  met  the
applicable  standard of conduct set forth in Sections  10.1.  and
10.2.  (unless  indemnification is ordered by a court)  shall  be
made (a) 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 (b) if such quorum is not obtainable,  or
even  if  obtainable,  a  quorum of  disinterested  directors  so
directs,  by  independent legal counsel in a written opinion,  or
(c) by the stockholders.

      SECTION  10.4.   Payment of Expenses in Advance.   Expenses
incurred  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  the  director,
officer,  employee,  or agent 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 X.

     SECTION 10.5.  Indemnity Not Exclusive.  The indemnification
and  advancement  of  expenses provided by or  granted  hereunder
shall  not be deemed exclusive of any other rights to which those
seeking  indemnification  and  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, and shall, unless otherwise provided  when
authorized or ratified, continue as to a person who has ceased to
be a director, officer, employee, or agent and shall inure to the
benefit  of the heirs, executors, and administrators  of  such  a
person.

      SECTION 10.6.  Insurance.  The corporation may purchase and
maintain  insurance  on behalf of any person  who  is  or  was  a
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 the provisions of this Article X of the Bylaws.

     SECTION 10.7.  Constituent Corporation.  For the purposes of
Article X, reference to "the corporation" include all constituent
corporations absorbed in a consolidation or merger as well as the
resulting or surviving corporation so that any person who  is  or
was a director, officer, employee, or agent of such a constituent
corporation  or  is  or  was  serving  at  the  request  of  such
constituent  corporation  as a director,  officer,  employee,  or
agent  of  any  other  corporation, partnership,  joint  venture,
trust, or other enterprise shall stand in the same position under
the provisions of this Article X with respect to the resulting or
surviving corporation in the same capacity.


                           ARTICLE XI
         DIVISIONAL ORGANIZATION AND DIVISION OFFICERS

      SECTION  11.1.  Divisional Organization.  The President  of
the  corporation, in the exercise of his discretion,  shall  have
the  authority  to  organize any of the separate  businesses  and
subsidiaries  of  the  corporation into  one  or  more  operating
groups,  any  of which may be designated as a "Division"  of  the
corporation for all purposes.  The creation of any such  division
and   the   designation   of   its   composition   and   internal
administrative  structure  may  be  accomplished,   altered,   or
reversed by directive of the President.

      SECTION 11.2.  Division Officers.  Upon the formation of  a
Division  of  the corporation, whether such shall be composed  of
one  or  more corporate subsidiaries or otherwise, the  President
may   appoint  individual  employees  of  the  corporation,   the
principal scope of whose employment shall be limited to  that  of
such  Division,  to  serve as "Division  Officers,"  having  such
respective  titles, duties, powers, and responsibilities  as  the
President may specify.  Division Officers may include a  Division
President, Division Vice Presidents, and such other positions  as
the  President shall deem necessary and appropriate.  No Division
Officer  shall  be  deemed to be an officer of  the  corporation,
within the contemplation of Article VI of these Bylaws, unless he
shall  be  appointed  as  such  by resolution  of  the  Board  of
Directors.   Any Division Officer appointed by the President  may
be removed by the President at his discretion.


                          ARTICLE XII
                         MISCELLANEOUS

      SECTION  12.1.   Seal.   The corporation  seal  shall  have
inscribed  thereon  the name of the corporation,  and  the  words
"Seal,  Delaware."   The seal may be used  by  causing  it  or  a
facsimile  thereof  to  be  impressed  or  affixed  or  otherwise
reproduced.

      SECTION 12.2.  Books.  The books of the corporation may  be
kept (subject to any provision contained in the statutes) outside
the  State  of  Delaware  at the offices of  the  corporation  at
Austin,  Texas,  or  at such other place  or  places  as  may  be
designated from time to time by the Board of Directors.


                          ARTICLE XIII
                           AMENDMENT

      These  Bylaws may be altered, amended, or repealed  at  any
regular  meeting of the Board of Directors without prior  notice,
or  at any special meeting of the Board of Directors if notice of
such  alteration, amendment, or repeal be contained in the notice
of  such special meeting, by a majority vote of the entire  Board
of Directors.




                                           /s/
                                   Michael G. Semmens, President



            /s/
Audrey T. Dearing, Secretary


                            APPENDIX


                         BYLAW REVISION

                                                                      Revision
                                                                        Date


Before Amendment:
  SECTION 3.2.  Number and Qualifications.
       "No  person shall be eligible to  stand for election as a director:

       (1) who shall have attained the age of seventy (70) or,
       (2) who, except in the case of a former Chief Executive Officer
           of the Company........"

After Amendment:
  SECTION 3.2.  Number and Qualifications.
       "No person shall be eligible to stand for electionas aa           Bd Dir.
       director who, except in the case of a former Chief               90/02/13
          Executive Officer of the Company...."                       Sharehlds.
                                                                        90/05/24


Before Amendment:
  SECTION 6.7.   President. The President shall be the chief
       executive 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.  In the absence of the Chairman of the 
       board or the Vice Chairman of the Board (if such offices 
       are created by the Board), the President shall preside
       at all meetings of the Board of Directors and of the
       stockholders.  He may also preside at any such meeting
       attended by the Chairman or Vice Chairman of the Board
       if he is so designated by the Chairman, or in the 
       Chairman's absence by the Vice Chairman.  He shall have
       the power to appoint and remove subordinate officers,
       agents, and employees, except those elected or appointed
       by the Board of Directors.  The President shall keep the
       Board of Directors and the Executive Committee fully 
       informed and shall consult them concerning the business
       of the corporation.  He may sign with the Secretary or
       any other officer of the corporation thereunto authorized
       by the Board of Directors, certificates for shares of the
       corporation and any deeds, bonds, mortgages, contracts,
       checks, notes, drafts, or other instruments which the 
       Board of Directors has authorized, except in cases 
       where the signing and executing thereof has been expressly
       delegated by these Bylaws or by the Board of Directors
       to some other officer or agent of the corporation, or 
       shall be required by law to be otherwise executed.  He 
       shall vote, or give a proxy to any other officer of the
       corporation to vote, all shares of stock of any other 
       corporation standing in the name of the corporation and
       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 stockholders, the Board of 
       Directors or the Executive Committee from time to time.

  SECTION 6.8.  Vice Presidents.  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 shall be no
       Vice President designated Executive Vice President, any Vice
       President designated by the Board) shall perform the duties
       and exercise the powers of the  President.  Any Vice 
       President may sign, with the Secretary or Assistant
       Secretary, certificates for shares of the corporation.
       The Vice Presidents shall perform such other duties as 
       from time to time may be assigned to them by the President,
       the Board of Directors, or the Executive Committee.

After Amendment:
  SECTION 6.7.  President.  The President shall have the title          Bd. Dir.
       "Chief Executive Officer" of the corporation and, subject        93/11/03
       to the control of the Board of Directors, shall in general      
       (subject to any express delegation to any other officer by 
       these Bylaws or by the Board of Directors of any one or
       more duties normally performed by a chief executive officer)
       supervise and control the business and affairs of the
       corporation.  In the absence of the Chairman of the Board
       of the Vice Chairman of the board (if such offices are
       created by the Board), the President shall preside at all
       meetings of the Board of Directors and of the stockholders.
       He may also preside at any such meeting attended by the 
       Chairman or Vice Chairman of the Board if he is so 
       designated by the Chairman, or in the Chairman's absence
       by the Vice Chairman.  He shall have the power to appoint
       and remove subordinated officers, agents, and employees,
       except those elected or appointed by the Board of Directors.
       The President shall keep the Board of Directors and the
       Executive Committee fully informed and shall consult them
       concerning the business of the corporation.  He may sign
       with the Secretary or any other officer of the corporation
       thereunto authorized by the Board of Directors, certificates
       for shares of the corporation and any deeds, bonds, mortgages,
       contracts, checks, notes, drafts, or other instruments which
       the Board of Directors has authorized to be executed, except
       in cases where the signing and executing thereof has been
       expressly delegated by these Bylaws or by the Board of 
       Directors to some other officer or agent of the corporation,
       or shall be required by law to be otherwise executed.  He
       shall perform all other duties as may be prescribed by the 
       stockholders, the Board of Directors  or the Executive
       Committee from time to time.  The President shall oversee
       the marketing and sales efforts of the corporation, make
       recommendations to the Board of Directors with respect to
       new products for evaluation, and coordinate the efforts of
       the Vice President in charge of Business Development as 
       such efforts relate to marketing matters.

  SECTION 6.8.  Vice Presidents.  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 shall be no
       Vice President designated by the Board) shall perform the
       duties and exercise the powers of the President.  Any Vice 
       President may sign, with the Secretary or Assistant Secretary,
       certificates for shares of the corporation.  The Vice 
       Presidents shall perform such other duties as from time to 
       time may be assigned to them by the Board of Directors.  The 
       Board of Directors may designate an Executive Vice President
       who shall have the title "Chief Operating Officer" of the 
       corporation.  The Executive Vice President shall, subject to
       the control of the Board of Directors, oversee all operations
       of the corporation in the areas of technology development,
       project management, accounting, contract administration,
       personnel, purchasing and facilities.  The Executive Vice 
       President shall report to the President, and shall consult
       with and advise the Board of Directors and the Executive
       Committee directly with respect to matters within the above-
       listed areas of authority in order that the Board of
       Directors and the Executive Committee shall be kept fully
       informed with respect to such matters.  The Executive Vice
       President shall have the power to appoint and remove
       subordinate officers, agents, and employees whose 
       responsibilities fall within such areas of authority, 
       except those elected or appoint by the Board of Directors.
       The Executive Vice President shall perform all other duties
       as may be prescribed or assigned by the stockholders or the 
       Board of Directors from time to time.

Before Amendment:
  SECTION 6.7.  President.  The President shall have the title 
       "Chief Executive Officer" of the corporation and, subject
       to the control of the Board of Directors, shall in general
       (subject to any express delegation to any other officer by
       these Bylaws or by the Board of Directors of any one or
       more duties normally performed by a chief executive officer)
       supervise and control the business and affairs of the 
       corporation.  In the absence of the Chairman of the Board
       or the Vice Chairman of the board (if such offices are 
       created by the Board), the President shall preside at all
       meetings of the Board of Directors and of the stockholders. 
       He may also preside at any such meeting attended by the
       Chairman or Vice Chairman of the Board if he is so 
       designated by the Chairman, or in the Chairman's absence
       by the Vice Chairman.  He shall have the power to appoint
       and remove subordinated officers, agents, and employees, 
       except those elected or appointed by the Board of Directors.
       The President shall keep the Board of Directors and the
       Executive Committee fully informed and shall consult them
       concerning the business of the corporation.  He may sign 
       with the Secretary or any other officer of the corporation
       thereunto authorized by the Board of Directors, certificates
       for shares of the corporation and any deeds, bonds, mortgages,
       contracts, checks, notes, drafts, or other instruments which
       the Board of Directors has authorized to be executed, except
       in cases where the signing and executing thereof has been
       expressly delegated by these Bylaws or by the Board of 
       Directors to some other officer or agent of the corporation,
       or shall be required by law to be otherwise executed.  He 
       shall perform all other duties as may be prescribed by the 
       stockholders, the Board of Directors or the Executive
       Committee from time to time.  The President shall oversee
       the marketing and sales efforts of the corporation, make 
       recommendations to the Board of Directors with respect to new
       products for evaluation, and coordinate the efforts of the 
       Vice President in charge of Business Development as such 
       efforts relate to marketing matters.

  SECTION 6.8.  Vice Presidents. 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 shall be 
       no Vice President designated Executive Vice President, any
       Vice President designated by the Board) shall perform the
       duties and exercise the powers of the President.  Any Vice 
       President may sign, with the Secretary or Assistant Secretary,
       certificates for shares of the corporation.  The Vice 
       Presidents shall perform such other duties as from time to 
       time may be assigned to them by the Board of Directors.  The 
       Board of Directors may designate an Executive Vice President
       who shall have the title "Chief Operating Officer" of the 
       corporation.  The Executive Vice President shall, subject to
       the control of the Board of Directors, oversee all operations
       of the corporation in the areas of technology development,
       project management, accounting, contract administration,
       personnel, purchasing and facilities.  The Executive Vice
       President shall report to the President, and shall consult
       with and advise the Board of Directors and the Executive
       Committee directly with respect to matters within the above-
       listed areas of authority in order that the Board of Directors
       and the Executive Committee shall be kept fully informed with
       respect to such matters.  The Executive Vice President shall
       have the power to appoint and remove subordinate officers, 
       agents, and employees whose responsibilities fall within
       such areas of authority, except those elected or appointed
       by the Board of Directors.  The Executive Vice President
       shall perform all other duties as may be prescribed or 
       assigned by the stockholders or the Board of Directors
       from time to time.

After Amendment:
  SECTION 6.7.  President.  The President shall be the chief
       executive officer of the corporation and, subject to the          Bd Dir.
       control of the Board of Directors, shall in general              94/06/23
       supervise and control the business and affairs of the
       corporation.  In the absence of the Chairman of the
       Board or the Vice Chairman of the board (if such offices
       are created by the Board), the President shall preside at
       all meetings of the Board of Directors and of the stock-
       holders.  He may also preside at any such meeting attended
       by the Chairman or Vice Chairman  of the Board if he is so
       designated by the Chairman, or in the Chairman's absence
       by the Vice Chairman.  He shall have the power to appoint
       and remove subordinate officers, agents, and employees, 
       except those elected or appointed by the Board of Directors.
       The President shall keep the Board of Directors and the
       Executive Committee fully informed and shall consult them
       concerning the business of the corporation.  He may sign 
       with the Secretary or any other officer of the corporation
       thereunto authorized by the Board of Directors, certificates
       for shares of the corporation and any deeds, bonds, mortgages,
       contracts, checks, notes, drafts, or other instruments which 
       the Board of Directors has authorized, except in cases where 
       the signing and executing thereof has been expressly 
       delegated by these Bylaws or by the Board of Directors to 
       some other officer or agent of the  corporation, or shall 
       be required by law to  be otherwise executed.  He shall vote,
       or give a proxy to any other officer of the corporation to 
       vote, all shares of stock of any other corporation standing
       in the name of the corporation and 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 stockholders, the Board of Directors or the 
       Executive Committee from time to time.

  SECTION 6.8.  Vice Presidents.  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 shall be no
       Vice President designated Executive Vice President, any Vice
       President designated by the Board) shall perform the duties 
       and exercise the powers of the President.  Any Vice President
       may sign, with the Secretary or Assistant Secretary,  
       certificates for shares of the  corporation.  The Vice 
       Presidents shall perform such other duties as from time to 
       time may be assigned to them by the President, the Board of
       Directors, or the Executive Committee.