<PAGE>

                              BY-LAWS
                                 OF
                            SOLUTIA INC.


        INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

                     AS AMENDED APRIL 28, 1999



                             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").

<PAGE>
<PAGE>

     SECTION 2.3.  Place of Meeting.  The Board of Directors, the
Chairman of the Board or the President, as the case may be, may des-
ignate the place of meeting for any annual meeting or for any special
meeting of the stockholders called by the Chairman of the Board, the
President or the Board of Directors.  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 stock-
holders, 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 only (a) pursuant to the


                              -2-
<PAGE>
<PAGE>
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 90th day nor earlier than the close of business on
the 120th day prior to the first anniversary of the preceding year's
annual meeting; provided, however, 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 120th day
prior to such annual meeting and not later than the close of business on
the later of the 90th 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 or postponement 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
re-election 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, (ii) the class and number of shares of the
Company which are owned beneficially and of record by such stockholder
and such beneficial owner, and (iii) a representation whether the
stockholder or the beneficial owner, if any, intends or is part of a
group which intends, to (x) deliver a proxy statement and form of proxy
to holders of at least the percentage of the Company's outstanding
Voting Stock required to approve or adopt the proposal or elect the
nominee and/or (y) otherwise solicit proxies from stockholders in
support of such proposal or nomination.



                              -3-
<PAGE>
<PAGE>
     (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 100 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 120th day prior to
such special meeting and not later than the close of business on the
later of the 90th 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 or postponement 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 be elected at an annual or special meeting of stockholders
of the Company 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.

     (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


                              -4-
<PAGE>
<PAGE>
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.


                              -5-
<PAGE>
<PAGE>
                            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


                              -6-
<PAGE>
<PAGE>
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 over-
night 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 pres-
ent 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.


                              -7-
<PAGE>
<PAGE>
     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.


                              -8-
<PAGE>
<PAGE>
                            ARTICLE IV.

                             OFFICERS

     SECTION 4.1.  Elected Officers. The elected officers of the
Company shall be a Chairman of the Board and a President, one of whom
shall be designated by the Board of Directors as the Chief Executive
Officer, 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.  The Chairman of the Board shall act with respect to matters
of strategy and policy for the Company and perform all duties incidental
to his office which may be required by law and all such other duties as
are assigned to the Chairman of the Board by these By-Laws, the Board of
Directors or, if applicable, the Chief Executive Officer.

     SECTION 4.4.  President.  The President shall act in a general
executive capacity.  The President shall perform such other duties as
may be assigned to him by these By-Laws, the Board of Directors, or, if
applicable, the Chief Executive Officer.  The President shall, in the
absence 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.


                              -9-
<PAGE>
<PAGE>
     SECTION 4.5.  Chief Executive Officer. The Chief Executive Officer
shall be responsible for the general management of the affairs of the
Company.  He shall see that all orders and resolutions of the Board of
Directors are carried into effect.  He shall also perform such other
duties as may be assigned to him by these By-Laws or the Board of
Directors.  The Chief Executive Officer shall designate who shall
perform the duties of the Chief Executive Officer in his absence.

     SECTION 4.6.  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 4.7.  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 4.8.  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 4.9.  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 4.10.  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 4.11.  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


                              -10-
<PAGE>
<PAGE>
assigned to him by these By-Laws, the Board of Directors, the Chairman
of the Board, the President or the Chief Financial Officer.

     SECTION 4.12.  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 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 4.13.  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 4.14.  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


                              -11-
<PAGE>
<PAGE>
transfer and payment of any applicable transfer taxes as the Company or
its agents may reasonably require or by appropriate book-entry pro-
cedures.

     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.


                              -12-
<PAGE>
<PAGE>
     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 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) initi-
ated 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 state-
ment 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 pro-


                              -13-
<PAGE>
<PAGE>
ceeding in advance of its final disposition conferred in this Article
VII each shall be a contract right.

     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 Company 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.


                              -14-
<PAGE>
<PAGE>
     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 expense, 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 to 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


                              -15-
<PAGE>
<PAGE>
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
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 stock-
holders to adopt, amend or repeal any provision of these By-Laws.


                              -16-