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                               BY-LAWS
                                 OF
                            SOLUTIA INC.


        INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

                     AS AMENDED APRIL 22, 1998



                             ARTICLE I.

                         OFFICES AND RECORDS

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

      SECTION 1.2.  Other Offices.  The Company may have such other offices,
either within or without the State of Delaware, as the Board of Directors may
designate or as the business of the Company may from time to time require.

      SECTION 1.3.  Books and Records.  The books and records of the Company
may be kept outside the State of Delaware at such place or places as may from
time to time be designated by the Board of Directors.

                            ARTICLE II.

                            STOCKHOLDERS

      SECTION 2.1.  Annual Meeting.  The annual meeting of the stockholders
of the Company shall be held on such date and at such place and time as may
be fixed by resolution of the Board of Directors.

      SECTION 2.2.  Special Meeting.  Subject to the rights of the holders of
any series of stock having a preference over the Common Stock of the Company
as to dividends or upon liquidation ("Preferred Stock") with respect to such
series of Preferred Stock, special meetings of the stockholders may be called
only by the Chairman of the Board or the President or by the Board of
Directors pursuant to a resolution adopted by a majority of the total number
of directors which the Company would have if there were no vacancies (the
"Whole Board").

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      SECTION 2.3.  Place of Meeting.  The Board of Directors or the Chairman
of the Board, as the case may be, may designate the place of meeting for any
annual meeting or for any special meeting of the stockholders called by the
Board of Directors or the Chairman of the Board.  If no designation is so
made, the place of meeting shall be the principal office of the Company.

      SECTION 2.4.  Notice of Meeting.  Written or printed notice, stating
the place, day and hour of the meeting and the purpose or purposes for which
the meeting is called, shall be delivered by the Company not less than ten
(10) days nor more than sixty (60) days before the date of the meeting,
either personally or by mail, to each stockholder of record entitled to vote
at such meeting.  If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail with postage thereon prepaid, addressed
to the stockholder at his address as it appears on the stock transfer books
of the Company.  Such further notice shall be given as may be required by
law.  Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to the
Company's notice of meeting.  Meetings may be held without notice if all
stockholders entitled to vote are present, or if notice is waived by those
not present in accordance with Section 6.4 of these By-Laws.  Any previously
scheduled meeting of the stockholders may be postponed, and (unless the
Restated Certificate of Incorporation, as it may be amended (the "Certificate
of Incorporation") otherwise provides) any special meeting of the
stockholders may be cancelled, by resolution of the Board of Directors upon
public notice given on or prior to the date previously scheduled for such
meeting of stockholders.

      SECTION 2.5.  Quorum and Adjournment.  Except as otherwise provided by
law or by the Certificate of Incorporation, the holders of a majority of the
outstanding shares of the Company entitled to vote generally in the election
of directors (the "Voting Stock"), represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders, except that when specified
business is to be voted on by a class or series of stock voting as a class,
the holders of a majority of the outstanding shares of such class or series
shall constitute a quorum of such class or series for the transaction of such
business.  The Chairman of the meeting or a majority of the shares so
represented may adjourn the meeting from time to time, whether or not there
is such a quorum.  No notice of the time and place of adjourned meetings need
be given except as required by law.  The stockholders present at a duly
called meeting at which a quorum is present may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.

      SECTION 2.6.  Proxies.  At all meetings of stockholders, a stockholder
may vote by proxy executed in writing (or in such manner prescribed by the
General Corporation Law of the State of Delaware) by the stockholder, or by
his duly authorized attorney in fact.

      SECTION 2.7.  Notice of Stockholder Business and Nominations.

      (A)   Annual Meetings of Stockholders.  (1)  Nominations of persons for
election to the Board of Directors of the Company and the proposal of
business to be considered by the stockholders may be made at an annual
meeting of stockholders (a) pursuant to the

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Company's notice of meeting, (b) by or at the direction of the Board of
Directors or (c) by any stockholder of the Company who was a stockholder of
record at the time of giving of notice provided for in this By-Law, who is
entitled to vote at the meeting and who complies with the notice procedures
set forth in this By-Law.

      (2)   For nominations or other business to be properly brought before
an annual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1)
of this By-Law, the stockholder must have given timely notice thereof in
writing to the Secretary of the Company and such other business must
otherwise be a proper matter for stockholder action.  To be timely, a
stockholder's notice shall be delivered to the Secretary at the principal
executive offices of the Company not later than the close of business on the
60th day nor earlier than the close of business on the 90th day prior to the
first anniversary of the preceding year's annual meeting; provided, however,
that with respect to the annual meeting to be held in 1998, the first
anniversary date shall be deemed for all purposes under this Section 2.7 to
be April 22, 1998, and provided, further, that in the event that the date of
the annual meeting is more than 30 days before or more than 60 days after
such anniversary date, notice by the stockholder to be timely must be so
delivered not earlier than the close of business on the 90th day prior to
such annual meeting and not later than the close of business on the later of
the 60th day prior to such annual meeting or the 10th day following the day
on which public announcement of the date of such meeting is first made by the
Company.  In no event shall the public announcement of an adjournment of an
annual meeting commence a new time period for the giving of a stockholder's
notice as described above.  Such stockholder's notice shall set forth (a) as
to each person whom  the stockholder proposes to nominate for election or
reelection as a director all information relating to such person that is
required to be disclosed in solicitations of proxies for election of
directors in an election contest, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and Rule 14a-11 thereunder (including such
person's written consent to being named in the proxy statement as a nominee
and to serving as a director if elected); (b) as to any other business that
the stockholder proposes to bring before the meeting, a brief description of
the business desired to be brought before the meeting, the reasons for
conducting such business at the meeting and any material interest in such
business of such stockholder and the beneficial owner, if any, on whose
behalf the proposal is made; and (c) as to the stockholder giving the notice
and the beneficial owner, if any, on whose behalf the nomination or proposal
is made (i) the name and address of such stockholder, as they appear on the
Company's books, and of such beneficial owner and (ii) the class and number
of shares of the Company which are owned beneficially and of record by such
stockholder and such beneficial owner.

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      (3)   Notwithstanding anything in the second sentence of paragraph
(A)(2) of this By-Law to the contrary, in the event that the number of
directors to be elected to the Board of Directors of the Company is increased
and there is no public announcement by the Company naming all of the nominees
for director or specifying the size of the increased Board of Directors at
least 70 days prior to the first anniversary of the preceding year's annual
meeting, a stockholder's notice required by this By-Law shall also be
considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary at the
principal executive offices of the Company not later than the close of
business on the 10th day following the day on which such public announcement
is first made by the Company.

      (B)   Special Meetings of Stockholders.  Only such business shall be
conducted at a special meeting of stockholders as shall have been brought
before the meeting pursuant to the Company's notice of meeting.  Nominations
of persons for election to the Board of Directors may be made at a special
meeting of stockholders at which directors are to be elected pursuant to the
Company's notice of meeting (a) by or at the direction of the Board of
Directors or (b) provided that the Board of Directors has determined that
directors shall be elected at such meeting, by any stockholder of the Company
who is a stockholder of record at the time of giving of notice provided for
in this By-Law, who shall be entitled to vote at the  meeting and who
complies with the notice procedures set forth in this By-Law.  In the event
the Company calls a special meeting of stockholders for the purpose of
electing one or more directors to the Board of Directors, any such
stockholder may nominate a person or persons (as the case may be), for
election to such position(s) as specified in the Company's notice of meeting,
if the stockholder's notice required by paragraph (A)(2) of this By-Law shall
be delivered to the Secretary at the principal executive offices of the
Company not earlier than the close of business on the 90th day prior to such
special meeting and not later than the close of business on the later of the
60th day prior to such special meeting or the 10th day following the day on
which public announcement is first made of the date of the special meeting
and of the nominees proposed by the Board of Directors to be elected at such
meeting.  In no event shall the public announcement of an adjournment of a
special meeting commence a new time period for the giving of a stockholder's
notice as described above.

      (C)   General.  (1)  Only such persons who are nominated in accordance
with the procedures set forth in this By-Law shall be eligible to serve as
directors and only such business shall be conducted at a meeting of
stockholders as shall have been brought before the meeting in accordance with
the procedures set forth in this By-Law.  Except as otherwise provided by
law, the Certificate of Incorporation or these By-Laws, the Chairman of the
meeting shall have the power and duty to determine whether a nomination or
any business proposed to be brought before the meeting was made or proposed,
as the case may be, in accordance with the procedures set forth in this
By-Law and, if any proposed nomination or business is not in compliance with
this By-Law, to declare that such defective proposal or nomination shall be
disregarded.

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      (2)   For purposes of this By-Law, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document
publicly filed by the Company with the Securities and Exchange Commission
pursuant to Section 13, 14 or 15(d) of the Exchange Act.

      (3)   Notwithstanding the foregoing provisions of this By-Law, a
stockholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this By-Law.  Nothing in this By-Law shall be deemed to
affect any rights (i) of stockholders to request inclusion of proposals in
the Company's proxy statement pursuant to Rule 14a-8 under the Exchange Act
or (ii) of the holders of any series of Preferred Stock to elect directors
under specified circumstances.

      SECTION 2.8.  Procedure for Election of Directors; Required Vote.
Election of directors at all meetings of the stockholders at which directors
are to be elected shall be by ballot, and, subject to the rights of the
holders of any series of Preferred Stock to elect directors under specified
circumstances, a plurality of the votes cast thereat shall elect directors.
Except as otherwise provided by law, the Certificate of Incorporation, or
these By-Laws, in all matters other than the election of directors, the
affirmative vote of a majority of the shares present in person or represented
by proxy at the meeting shall be the act of the stockholders.

      SECTION 2.9.  Inspectors of Elections; Opening and Closing the Polls.
The Board of Directors by resolution shall appoint one or more inspectors,
which inspector or inspectors may include individuals who serve the Company
in other capacities, including, without limitation, as officers, employees,
agents or representatives, to act at the meetings of stockholders and make a
written report thereof.  One or more persons may be designated as alternate
inspectors to replace any inspector who fails to act.  If no inspector or
alternate has been appointed to act or is able to act at a meeting of
stockholders, the Chairman of the meeting shall appoint one or more
inspectors to act at the meeting.  Each inspector, before discharging his or
her duties, shall take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of his or her
ability.  The inspectors shall have the duties prescribed by law.

      The Chairman of the meeting shall fix and announce at the meeting the
date and time of the opening and the closing of the polls for each matter
upon which the stockholders will vote at the meeting.

      SECTION 2.10.  No Stockholder Action by Written Consent.  Subject to
the rights of the holders of any series of Preferred Stock with respect to
such series of Preferred Stock, any action required or permitted to be taken
by the stockholders of the Company must be effected at an annual or special
meeting of stockholders of the Company and may not be effected by any consent
in writing by such stockholders.

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                            ARTICLE III.

                         BOARD OF DIRECTORS

      SECTION 3.1.  General Powers.  The business and affairs of the Company
shall be managed under the direction of  its Board of Directors.  In addition
to the powers and authorities by these By-Laws expressly conferred upon it,
the Board of Directors may exercise all powers of the Company and do all such
lawful acts and things as are not by law or by the Certificate of
Incorporation or by these By-Laws required to be exercised or done by the
stockholders.

      SECTION 3.2.  Number and Tenure.  Subject to the rights of the holders
of any series of Preferred Stock to elect directors under specified
circumstances, the number of directors shall be fixed from time to time
exclusively pursuant to a resolution adopted by a majority of the Whole
Board.  The directors, other than those who may be elected by the holders of
any series of Preferred Stock under specified circumstances, shall be
divided, with respect to the time for which they severally hold office, into
three classes, as nearly equal in number as is reasonably possible, with the
term of office of the first class to expire at the 1998 annual meeting of
stockholders, the term of office of the second class to expire at the 1999
annual meeting of stockholders and the term of office of the third class to
expire at the 2000 annual meeting of stockholders, with each director to hold
office until his or her successor shall have been duly elected and qualified.
At each annual meeting of stockholders, commencing with the 1998 annual
meeting, (i) directors elected to succeed those directors whose terms then
expire shall be elected for a term of office to expire at the third
succeeding annual meeting of stockholders after their election, with each
director to hold office until his or her successor shall have been duly
elected and qualified, and (ii) if authorized by a resolution of the Board of
Directors, directors may be elected to fill any vacancy on the Board of
Directors, regardless of how such vacancy shall have been created.

      SECTION 3.3.  Regular Meetings.  A regular meeting of the Board of
Directors shall be held without other notice than this By-Law  on the same
date, and at the same place as, the Annual Meeting of Stockholders.  The
Board of Directors may, by resolution, provide the time and place for the
holding of additional regular meetings without other notice than such
resolution.

      SECTION 3.4.  Special Meetings.  Special meetings of the Board of
Directors shall be called at the request of the Chairman of the Board, the
President or a majority of the Board of Directors then in office.  The person
or persons authorized to call special meetings of the Board of Directors may
fix the place and time of the meetings.

      SECTION 3.5.  Notice.  Notice of any special meeting of directors shall
be given to each director at his business or residence in writing by hand
delivery, first class or overnight mail or other overnight or express
delivery service, telegram or facsimile transmission, by electronic mail or
orally by telephone.  If mailed by first class mail, such notice shall be
deemed adequately delivered when deposited in the United States mails so
addressed, with postage

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thereon prepaid, at least five (5) days before such meeting.  If by telegram,
overnight mail or courier service, such notice shall be deemed adequately
delivered when the telegram is delivered to the telegraph company or the
notice is delivered to the overnight mail or other overnight or express
delivery service company at least twenty-four (24) hours before such meeting.
If by facsimile transmission or electronic mail, such notice shall be deemed
adequately delivered when the notice is transmitted at least twelve (12)
hours before such meeting.  If by telephone or by hand delivery, the notice
shall be given at least twelve (12) hours prior to the time set for the
meeting.  Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice of such meeting, except for amendments to these By-Laws, as provided
under Section 9.1.  A meeting may be held at any time without notice if all
the directors are present or if those not present waive notice of the meeting
in accordance with Section 6.4 of these By-Laws.

      SECTION 3.6.  Action by Consent of Board of Directors.  Any action
required or permitted to be taken at any meeting of the Board of Directors or
of any committee thereof may be taken without a meeting if all members of the
Board or committee, as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of proceedings of the Board or
committee.

      SECTION 3.7.  Conference Telephone Meetings.  Members of the Board of
Directors, or any committee thereof, may participate in a meeting of the
Board of Directors or such committee 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 such meeting.

      SECTION 3.8.  Quorum.  Subject to Section 3.9, one third of the whole
number of directors, but not less than two, shall constitute a quorum for the
transaction of business, but if at any meeting of the Board of Directors
there shall be less than a quorum present, a majority of the directors
present may adjourn the meeting from time to time without further notice.
The act of the majority of the directors present at a meeting  at which a
quorum is present shall be the act of the Board of Directors.

      SECTION 3.9.  Vacancies.  Subject to applicable law and the rights of
the holders of any series of Preferred Stock with respect to such series of
Preferred Stock, and unless the Board of Directors otherwise determines,
vacancies resulting from death, resignation, retirement, disqualification,
removal from office or other cause, and newly created directorships resulting
from any increase in the authorized number of directors, may be filled only
by the affirmative vote of a majority of the remaining directors, though less
than a quorum of the Board of Directors, and not by stockholders.  Directors
so chosen shall hold office for a term expiring at the annual meeting of
stockholders at which the term of office of the class to which they have been
elected expires and until such director's successor shall have been duly
elected and qualified.  No decrease in the number of authorized directors
constituting the Whole Board shall shorten the term of any incumbent
director.

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      SECTION 3.10.  Executive and Other Committees.  The Board of Directors
may, by resolution adopted by a majority of the Whole Board, designate an
Executive Committee to exercise, subject to any limitations provided by law,
all the powers of the Board in the management of the business and affairs of
the Company when the Board is not in session, including without limitation
the power to declare dividends, to authorize the issuance of the Company's
capital stock and to adopt a certificate of ownership and merger pursuant to
Section 253 of the General Corporation Law of the State of Delaware, and may,
by resolution similarly adopted, designate one or more other committees.  The
Executive Committee and each such other committee shall consist of two or
more directors of the Company.  The Board may designate one or more directors
as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee.  Any such committee,
other than the Executive Committee (the powers of which are expressly
provided for herein), may to the extent permitted by law exercise such powers
and shall have such responsibilities as shall be specified in the designating
resolution.  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 constituting a quorum, may
unanimously appoint another member of the Board to act at the meeting in the
place of any such absent or disqualified member.  Each committee shall keep
written minutes of its proceedings and shall report such proceedings to the
Board when required; but failure to keep such minutes shall not affect the
validity of any acts of the committee or committees.

      At any meeting of a committee, the presence of one third of its
members, but not less than two, shall constitute a quorum for the transaction
of business and the act of a majority of any committee may determine its
action.  Each committee may provide for the holding of regular meetings, make
provision for the calling of special meetings and, except as otherwise
provided in these By-Laws or by resolution of the Board of Directors, make
rules for the conduct of its business.  Notice of special meetings of
committees shall be given to each member of the committee in the manner
provided for in Section 3.5 of these By-Laws.  The Board shall have power at
any time to fill vacancies in, to change the membership of, or to dissolve
any such committee.  Nothing herein shall be deemed to prevent the Board from
appointing one or more committees consisting in whole or in part of persons
who are not directors of the Company; provided, however, that no such
committee shall have or may exercise any authority of the Board.

      SECTION 3.11.  Removal.  Subject to the rights of the holders of any
series of Preferred Stock with respect to such series of Preferred Stock, any
director, or the entire Board of Directors, may be removed from office at any
time, but only for cause and only by the affirmative vote of the holders of
at least 80 percent of the voting power of all of the then-outstanding shares
of Voting Stock, voting together as a single class.

      SECTION 3.12.  Records.  The Board of Directors shall cause to be kept
a record containing the minutes of the proceedings of the meetings of the
Board and of the stockholders, appropriate stock books and registers and such
books of records and accounts as may be necessary for the proper conduct of
the business of the Company.

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                            ARTICLE IV.

                             OFFICERS

      SECTION 4.1.  Elected Officers.  The elected officers of the Company
shall be a Chairman of the Board of Directors, a President, one or more Vice
Chairmen, a Secretary, a Treasurer, a Controller, a number of Vice
Presidents, and such other officers (including, without limitation, a Chief
Financial Officer) as the Board of Directors from time to time may deem
proper.  The Chairman of the Board shall be chosen from among the directors.
All officers elected by the Board of Directors shall each have such powers
and duties as generally pertain to their respective offices, subject to the
specific provisions of this Article IV.  Such officers shall also have such
powers and duties as from time to  time may be conferred by the Board of
Directors or by any committee thereof.  The Board may from time to time
elect, or the Chairman of the Board or President may appoint, such other
officers (including one or more Assistant Vice Presidents, Assistant
Secretaries, Assistant Treasurers, and Assistant Controllers) and such
agents, as may be necessary or desirable for the conduct of the business of
the Company.  Such other officers and agents shall have such duties and shall
hold their offices for such terms as shall be provided in these By-Laws or as
may be prescribed by the Board or by the Chairman of the Board or President,
as the case may be.

      SECTION 4.2.  Election and Term of Office.  The elected officers of the
Company shall be elected annually by the Board of Directors at the regular
meeting of the Board of Directors held on the date of the annual meeting of
the stockholders.  If the election of officers shall not be held at such
meeting, such election shall be held as soon thereafter as convenient.
Alternatively, at the last regular meeting of the Board of Directors prior to
an annual meeting of stockholders, the Board of Directors may elect the
officers of the Company, contingent upon the election of the persons
nominated to be directors by the Board of Directors.  Each officer shall hold
office until his successor shall have been duly elected and shall have
qualified or until his earlier death, resignation or removal.

      SECTION 4.3.  Chairman of the Board.  The Chairman of the Board shall
preside at all meetings of the stockholders and of the Board of Directors and
shall be the Chief Executive Officer of the Company.  The Chairman of the
Board shall be responsible for the general management of the affairs of the
Company and shall perform all duties incidental to his office which may be
required by law and all such other duties as are properly required of him by
the Board of Directors.  He shall make reports to the Board of Directors and
the stockholders, and shall see that all orders and resolutions of the Board
of Directors and of any committee thereof are carried into effect.  The
Chairman of the Board may also serve as President, if so elected by the
Board.

      SECTION 4.4.  President.  The President shall act in a general
executive capacity and shall assist the Chairman of the Board in the
administration and operation of the Company's business and general
supervision of its policies and affairs.  The President shall, in the absence
of or because of the inability to act of the Chairman of the Board, perform
all duties  of the Chairman of the Board and preside at all meetings of
stockholders and of the Board of Directors.

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      SECTION 4.5. Vice Chairmen.  The Vice Chairmen shall act in a general
executive capacity with enterprise-wide responsibility as assigned by the
Chairman of the Board or the President and shall have such powers and shall
perform such duties as shall be assigned to him by the Board of Directors,
the Chairman of the Board or the President.

      SECTION 4.6. Vice-Presidents.  Each Vice President shall have such
powers and shall perform such duties as shall be assigned to him by the Board
of Directors, the Chairman of the Board or the President.

      SECTION 4.7. Chief Financial Officer.  The Chief Financial Officer (if
any) shall be a Vice President and act in an executive financial capacity.
He shall assist the Chairman of the Board and the President in the general
supervision of the Company's financial policies and affairs.

      SECTION 4.8. Treasurer.  The Treasurer shall exercise general
supervision over the receipt, custody and disbursement of corporate funds.
The Treasurer shall cause the funds of the Company to be deposited in such
banks as may be authorized by the Board of Directors, or in such banks as may
be designated as depositaries in the manner provided by resolution of the
Board of Directors.  He shall have such further powers and duties and shall
be subject to such directions as may be granted or imposed upon him from time
to time by these By-Laws, the Board of Directors, the Chairman of the Board,
the President or the Chief Financial Officer.

      SECTION 4.9. Secretary.  The Secretary shall attend all meetings of the
Board of Directors and of the stockholders and record all votes and the
minutes of all proceedings in a book to be kept for that purpose.  He shall
give, or cause to be given, notice of all meetings of the stockholders and
special meetings of the Board of Directors and, when appropriate, shall cause
the corporate seal to be affixed to any instruments executed on behalf of the
Company.  The Secretary shall also perform all duties incident to the office
of Secretary and such other duties as may be assigned to him by these
By-Laws, the Board of Directors, the Chairman of the Board or the President.

      SECTION 4.10. Controller.  The Controller shall serve as the principal
accounting officer of the Company and shall keep full and accurate account of
receipts and disbursements in books of the Company and render to the Board of
Directors, the Chairman of the Board, the President or the Chief Financial
Officer, whenever requested, an account of all his transactions as Controller
and of the financial condition of the Company.  The Controller shall also
perform all duties incident to the office of Controller and such other duties
as may be assigned to him by these By-Laws, the Board of Directors, the
Chairman of the Board, the President or the Chief Financial Officer.

      SECTION 4.11. Assistant Secretaries, Assistant Treasurers and Assistant
Controllers.  The Assistant Secretaries shall, during the absence of the
Secretary, perform the duties and functions and exercise the powers of the
Secretary.  Each Assistant Secretary shall perform such other duties as may
be assigned to such Assistant Secretary by the Board of

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<PAGE> 11

Directors, the Chairman of the Board, the President or the Secretary.  The
Assistant Treasurers shall, during the absence of the Treasurer, perform the
duties and functions and exercise the powers of the Treasurer.  Each
Assistant Treasurer shall perform such other duties as may be assigned to the
Assistant Treasurer by the Board of Directors, the President, the Chief
Financial Officer or the Treasurer.  The Assistant Controllers shall, during
the absence of the Controller, perform the duties and functions and exercise
the powers of the Controller.  Each Assistant Controller shall perform such
other duties as may be assigned to such officer by the Board of Directors,
the President, the Chief Financial Officer or the Controller.

      SECTION 4.12. Removal.  Any officer or agent may be removed from office
at any time by the affirmative vote of a majority of the Whole Board or,
except in the case of an officer or agent elected by the Board, by the
Chairman of the Board or the President.  Such removal shall be without
prejudice to the contractual rights, if any, of the person removed, provided
that no elected officer shall have any contractual rights against the Company
for compensation by virtue of his election as an officer beyond the date of
the election of his successor, his death, his resignation or his removal,
whichever event shall first occur, except as otherwise expressly provided in
an employment contract or under an employee deferred compensation plan.

      SECTION 4.13. Vacancies.  A newly created elected office and a vacancy
in any elected office because of death, resignation, or removal may be filled
by the Board of Directors for the unexpired portion of the term at any
meeting of the Board of Directors.  Any vacancy in an office appointed by the
Chairman of the Board or the President because of death, resignation, or
removal may be filled by the Chairman of the Board or the President.


                             ARTICLE V.

       STOCK CERTIFICATES, BOOK-ENTRY ACCOUNTS AND TRANSFERS

      SECTION 5.1. Stock Certificates and Transfers.  The interest of each
stockholder of the Company shall be evidenced by certificates or by
registration in book-entry accounts without certificates for shares of stock
in such form as the appropriate officers of the Company may from time to time
prescribe.  The shares of the stock of the Company shall be transferred on
the books of the Company by the holder thereof in person or by his attorney,
upon surrender for cancellation of certificates for the same number of
shares, with an assignment and power of transfer endorsed thereon or attached
thereto, duly executed, with such proof of the authenticity of the transfer
and payment of any applicable transfer taxes as the Company or its agents may
reasonably require or by appropriate book-entry procedures.

                                    -11
<PAGE> 12

      Certificates of stock shall be signed, countersigned and registered in
such manner as the Board of Directors may by resolution prescribe, which
resolution may permit all or any of the signatures on such certificates to be
in facsimile.  In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate  has
ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Company with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.

      SECTION 5.2. Lost, Stolen or Destroyed Certificates.  No certificate
for shares of stock in the Company shall be issued in place of any
certificate alleged to have been lost, destroyed or stolen, except on
production of such evidence of such loss, destruction or theft and on
delivery to the Company of a bond of indemnity in such amount, upon such
terms and secured by such surety, as the Board of Directors or any officer
may in its or his discretion require.

                            ARTICLE VI.

                      MISCELLANEOUS PROVISIONS

      SECTION 6.1. Fiscal Year.  The fiscal year of the Company shall begin
on the first day of January and end on the thirty-first day of December of
each year.

      SECTION 6.2. Dividends.  The Board of Directors may from time to time
declare, and the Company may pay, dividends on its outstanding shares in the
manner and upon the terms and conditions provided by law and the Certificate
of Incorporation.

      SECTION 6.3. Seal.  The corporate seal shall have enscribed thereon the
words "Corporate Seal," the year of incorporation and "Delaware" and around
the margin thereof the name of the Company.

      SECTION 6.4. Waiver of Notice.  Whenever any notice is required to be
given to any stockholder or director of the Company under the provisions of
the General Corporation Law of the State of Delaware or these By-Laws, a
waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.  Neither the business to be
transacted at, nor the purpose of, any annual or special meeting of the
stockholders or the Board of Directors or committee thereof need be specified
in any waiver of notice of such meeting.

      SECTION 6.5. Audits.  The accounts, books and records of the Company
shall be audited upon the conclusion of each fiscal year by an independent
certified public accountant  selected by the Board of Directors, and it shall
be the duty of the Board of Directors to cause such audit to be done
annually.

      SECTION 6.6. Resignations.  Any director or any officer, whether
elected or appointed, may resign at any time by giving written notice of such
resignation to the Chairman of the Board, the President, or the Secretary,
and such resignation shall be deemed to be effective as

                                    -12-
<PAGE> 13

of the close of business on the date said notice is received by the Chairman
of the Board, the President, or the Secretary, or at such later time as is
specified therein.  No formal action shall be required of the Board of
Directors or the stockholders to make any such resignation effective.

                            ARTICLE VII.

                INDEMNIFICATION; ADVANCE OF EXPENSES

      SECTION 7.1. Right of Indemnification Generally.

      (A)   Directors, Officers and Employees.  Each person who was or is
made a party or is threatened to be made a party to or is involved in any
action, suit, or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he or
she or a person of whom he or she is the legal representative is or was a
director, officer or employee of the Company or is or was serving at the
request of the Company as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, shall be
indemnified and held harmless by the Company to the fullest extent authorized
by the General Corporation Law of the State of Delaware as the same exists or
may hereafter be amended against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and
amounts paid or to be paid in settlement) reasonably incurred or suffered by
such person in connection therewith; provided, however, that except as
provided in Section 7.3 of this Article VII, the Company shall indemnify any
such person seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part thereof)
was authorized by the Board of Directors.

      (B)   Advance of Expenses; Undertaking.  Each person referred to in
Section 7.1(A) of this Article VII shall be paid by the Company the expenses
incurred in connection with any proceeding described in Section 7.1(A) in
advance of its final disposition, such advances to be paid by the Company
within 30  days after the receipt by the Company of a statement or statements
from the claimant requesting such advance or advances from time to time;
provided, however, that, if the General Corporation Law of the State of
Delaware requires, the advancement of such expenses incurred by a director or
officer in his or her capacity as a director or officer (and not, unless
otherwise required by law, in any other capacity in which service was or is
rendered by such person while a director or officer, including, without
limitation, service to an employee benefit plan) prior to the final
disposition of a proceeding, shall be made only upon delivery to the Company
of an undertaking by or on behalf of such director or officer, to repay all
amounts so advanced if it shall ultimately be determined that such director
or officer is not entitled to be indemnified under this Article VII or
otherwise.

      (C)   Contract Right.  The right to indemnification conferred in this
Article VII and the right to be paid by the Company the expenses incurred in
connection with any such proceeding in advance of its final disposition
conferred in this Article VII each shall be a contract right.

                                    -13-
<PAGE> 14

      SECTION 7.2. Written Request; Determination of Entitlement.  To obtain
indemnification under this Article VII, a claimant shall submit to the
Company a written request, including therein or therewith such documentation
and information as is reasonably available to the claimant and is reasonably
necessary to determine whether and to what extent the claimant is entitled to
indemnification.  Any determination regarding whether indemnification of any
person is proper in the circumstances because such person has met the
applicable standard of conduct set forth in the General Corporation Law of
the State of Delaware shall be made at the option of the person seeking
indemnification, by the directors as set forth in the General Corporation Law
of the State of Delaware or by independent legal counsel selected by such
person with the consent of the Company (which consent shall not unreasonably
be withheld).

      SECTION 7.3. Recovery of Unpaid Claim.  If a claim under Section 7.1 of
this Article VII is not paid in full by the Company within 30 days after a
written claim pursuant to Section 7.2 of this Article VII has been received
by the Company, the claimant may at any time thereafter bring suit against
the Company to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense
of prosecuting such claim.  It shall be a defense to any such action (other
than actions brought to enforce a claim for expenses incurred in defending
any proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to  the Company) that the
claimant has not met the standard of conduct which makes it permissible under
the General Corporation Law of the State of Delaware for the Corporation to
indemnify the claimant for the amount claimed, but the burden of proving such
defense shall be on the Company.  Neither the failure of the Company
(including its directors, independent legal counsel or stockholders) to have
made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because he or
she has met the applicable standard of conduct set forth in the General
Corporation Law of the State of Delaware, nor an actual determination by the
Company (including its directors, independent legal counsel or stockholders)
that the claimant has not met such applicable standard of conduct, shall be a
defense to the action or create a presumption that the claimant has not met
the applicable standard of conduct.

      SECTION 7.4. Exclusivity; Subsequent Modification.  The right to
indemnification and the payment of expenses incurred in connection with a
proceeding in advance of its final disposition conferred in this Article VII
shall not be exclusive of any other right which any person may have or
hereafter acquire under any statute, provision of the Certificate of
Incorporation, By-Laws, agreement, vote of stockholders or Directors or
otherwise.  No repeal or modification of this Article VII shall in any way
diminish or adversely affect the rights hereunder of any director, officer or
employee or of any agent who has been expressly granted indemnification by
the Company pursuant to Section 7.6 hereof in respect of any occurrence or
matter arising prior to any such repeal or modification.

      SECTION 7.5. Insurance.  The Company may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of
the Company or another corporation, partnership, joint venture, trust or
other enterprise against any expense, liability or loss, whether or not the
Company would have the power to indemnify such person against such ex-

                                    -14-
<PAGE> 15

pense, liability or loss under the General Corporation Law of the State of
Delaware.  To the extent that the Company maintains any policy or policies
providing such insurance, each such director, officer or employee, and each
such agent to which rights to indemnification have been granted as provided
in Section 7.6 of this Article VII shall be covered by such policy or
policies in accordance with its or their terms to the maximum extent of the
coverage thereunder for any such director, officer, employee or agent.

      SECTION 7.6. Other Persons Granted Right of Indemnification.  The
Company may, to the extent authorized from time  to time by the Board of
Directors, grant rights to indemnification, and rights to be paid by the
Company the expenses incurred in defending any proceeding in advance of its
final disposition, to any agent of the Company to the fullest extent of the
provisions of this Article VII with respect to the indemnification and
advancement of expenses of directors, officers and employees of the Company.

      SECTION 7.7.  Illegality; Unenforceability.  If any provision or
provisions of this Article VII shall be held to be invalid, illegal or
unenforceable for any reason whatsoever:  (1) the validity, legality and
enforceability of the remaining provisions of this Article VII (including,
without limitation, each portion of any Section of this Article VII
containing any such provision held to be invalid, illegal or unenforceable,
that is not itself held to be invalid, illegal or unenforceable) shall not in
any way be affected or impaired thereby; and (2) to the fullest extent
possible, the provisions of this Article VII (including, without limitation,
each such portion of any Section of this Article VII containing any such
provision held to be invalid, illegal or unenforceable) shall be construed so
as give effect to the intent manifested by the provision held invalid,
illegal or unenforceable.

      SECTION 7.8.  Form and Delivery of Communications.  Any notice, request
or other communication required or permitted to be given to the Company under
this Article VII shall be in writing and either delivered in person or sent
by telecopy, telex, telegram, overnight mail or courier service, or certified
or registered mail, postage prepaid, return receipt requested, to the
Secretary of the Company.

                           ARTICLE VIII.

                      CONTRACTS, PROXIES, ETC.

      SECTION 8.1. Contracts. Except as otherwise required by law, the
Certificate of Incorporation or these By-Laws, any contracts or other
instruments may be executed and delivered in the name and on behalf of the
Company by such officer or officers of the Company as the Board of Directors
may from time to time direct.  Such authority may be general or confined to
specific instances as the Board may determine.  The Chairman of the Board,
the President, any Vice Chairman or any Vice President may execute bonds,
contracts, deeds, leases and other instruments to be made or executed for or
on behalf of the Company.  Subject to any restrictions imposed by the Board
of Directors or the Chairman of the Board, the President, any Vice Chairman
or any Vice President of the Company may delegate contractual powers to
others

                                    -15-
<PAGE> 16

under his jurisdiction, it being understood, however, that any such
delegation of power shall not relieve such officer of responsibility with
respect to the exercise of such delegated power.

      SECTION 8.2. Proxies. Unless otherwise provided by resolution adopted
by the Board of Directors, the Chairman of the Board, the President, any Vice
Chairman or any Vice President, the Secretary or any Assistant Secretary, may
from time to time appoint an attorney or attorneys or agent or agents of the
Company, in the name and on behalf of the Company, to cast the votes which
the Company may be entitled to cast as the holder of stock or other
securities in any other corporation, any of whose stock or other securities
may be held by the Company, at meetings of the holders of the stock or other
securities of such other corporation, or to consent in writing, in the name
of the Company as such holder, to any action by such other corporation, and
may instruct the person or persons so appointed as to the manner of casting
such votes or giving such consent, and may execute or cause to be executed in
the name and on behalf of the Company and under its corporate seal or
otherwise, all such written proxies or other instruments as he may deem
necessary or proper in the premises.

                                  ARTICLE IX.

                                  AMENDMENTS

      SECTION 9.1. Amendments.  These By-Laws may be amended or repealed, or
new By-Laws may be adopted, at any meeting of the Board of Directors or of
the stockholders, provided notice of the proposed change was given in the
notice of the meeting and, in the case of a meeting of the Board of
Directors, in a notice given not less than twelve hours prior to the meeting;
provided, however, that, in the case of amendment, repeal or adoption by
stockholders, notwithstanding any other provisions of these By-Laws or any
provision of law which might otherwise permit a lesser vote or no vote, but
in addition to any affirmative vote of the holders of any series of Preferred
Stock required by law, the Certificate of Incorporation, any Preferred Stock
designation, or these By-Laws, the affirmative vote of the holders of at
least 80 percent of the voting power of all the then outstanding shares of
the Voting Stock, voting together as a single class, shall be required for
the stockholders to adopt, amend or repeal any provision of these By-Laws.

                                    -16-