AMENDED AND RESTATED BY-LAWS

                                OF

              KAISER ALUMINUM & CHEMICAL CORPORATION





















                                                    July 22, 1997


                              INDEX
                                                             Page
                                                             ----
ARTICLE I - OFFICES

  Section 1.   Registered Office. . . . .  . . .. . . . . . .  1
  Section 2.   Other Offices. . . . . . . . . . . . . . . . .  1


ARTICLE II - MEETINGS OF SHAREHOLDERS

  Section 1.   Place of Meetings. . . . . . . . . . . . . . .  1
  Section 2.   Annual Meetings. . . . . . . . . . . . . . . .  1
  Section 3.   Special Meetings . . . . . . . . . . . . . . .  2
  Section 4.   Adjourned Meetings, Notice . . . . . . . . . .  2
  Section 5.   Voting . . . . . . . . . . . . . . . . . . . .  2
  Section 6.   Quorum . . . . . . . . . . . . . . . . . . . .  2
  Section 7.   Proxies. . . . . . . . . . . . . . . . . . . .  3


ARTICLE III - DIRECTORS

  Section 1.   Powers . . . . . . . . . . . . . . . . . . . .  3
  Section 2.   Number and Qualification of Directors. . . . .  3
  Section 3.   Election and Term of Office. . . . . . . . . .  4
  Section 4.   Vacancies. . . . . . . . . . . . . . . . . . .  4
  Section 5.   Place of Meeting . . . . . . . . . . . . . . .  4
  Section 6.   Organization Meeting . . . . . . . . . . . . .  5
  Section 7.   Other Regular Meetings . . . . . . . . . . . .  5
  Section 8.   Special Meetings . . . . . . . . . . . . . . .  5
  Section 9.   Quorum . . . . . . . . . . . . . . . . . . . .  5
  Section 10.  Adjournment. . . . . . . . . . . . . . . . . .  5
  Section 11.  Fees and Compensation. . . . . . . . . . . . .  5
  Section 12.  Directors' Action Without Meetings . . . . . .  6
  Section 13.  Meetings by Telecommunication. . . . . . . . .  6


ARTICLE IV - COMMITTEES

  Section 1.   Committees . . . . . . . . . . . . . . . . . .  6
  Section 2.   Committee Rules. . . . . . . . . . . . . . . .  7


ARTICLE V - OFFICERS

  Section 1.   Officers . . . . . . . . . . . . . . . . . . .  7
  Section 2.   Election . . . . . . . . . . . . . . . . . . .  7
  Section 3.   Removal and Resignation. . . . . . . . . . . .  8
  Section 4.   Vacancies. . . . . . . . . . . . . . . . . . .  8
  Section 5.   Chairman of the Board. . . . . . . . . . . . .  8
  Section 6.   Vice Chairman of the Board . . . . . . . . . .  8
  Section 7.   Chief Executive Officer. . . . . . . . . . . .  8
  Section 8.   President. . . . . . . . . . . . . . . . . . .  9
  Section 9.   Chief Operating Officer. . . . . . . . . . . .  9
  Section 10.  Executive Presidents and Senior 
                 Vice Presidents. . . . . . . . . . . . . . .  9
  Section 11.  Vice Presidents. . . . . . . . . . . . . . . .  9
  Section 12.  Secretary. . . . . . . . . . . . . . . . . . .  9
  Section 13.  Treasurer. . . . . . . . . . . . . . . . . . . 10
  Section 14.  Controller . . . . . . . . . . . . . . . . . . 10


ARTICLE VI - MISCELLANEOUS

  Section 1.   Record Dates . . . . . . . . . . . . . . . . . 11
  Section 2.   Checks, Drafts, Etc. . . . . . . . . . . . . . 11
  Section 3.   Contracts, How Executed. . . . . . . . . . . . 12
  Section 4.   Waiver of Notice of Meetings of Shareholders, 
                 Directors and Committees . . . . . . . . . . 12
  Section 5.   Certificates of Stock. . . . . . . . . . . . . 12
  Section 6.   Representation of Shares Held by Other 
                 Corporations . . . . . . . . . . . . . . . . 13
  Section 7.   Inspection of Stock Ledger . . . . . . . . . . 13
  Section 8.   Interested Directors, Quorum . . . . . . . . . 13
  Section 9.   Indemnification. . . . . . . . . . . . . . . . 14


ARTICLE VII - AMENDMENTS

  Section 1.   Adoption, Amendment or Repeal of By-laws . . . 15




                   AMENDED AND RESTATED BY-LAWS

                                of

              KAISER ALUMINUM & CHEMICAL CORPORATION

                             
                   ---------------------

                       Article I - OFFICES


          SECTION 1.  Registered Office.  The registered office 
                      -----------------
of the Corporation is hereby fixed and located at Corporation
Trust Center, 1209 Orange Street, Wilmington, Delaware.  The name
of the registered agent in charge thereof is The Corporation
Trust Company.

          SECTION 2.  Other Offices.  The Corporation shall have 
                      -------------
its principal office in the Kaiser Center, 300 Lakeside Drive,
Oakland, California.  Other offices may at any time be
established by the Board of Directors at any place or places,
within or without the State of Delaware, where the Corporation is
qualified to do business.


              Article II - MEETINGS OF SHAREHOLDERS


          SECTION 1.  Place of Meetings.  All meetings of 
                      -----------------
Shareholders for the election of Directors shall be held at the
principal office of the Corporation or at such other place either
within or without the State of Delaware as shall be designated
from time to time by the Board of Directors and stated in the
notice of the meeting.  Meetings of the Shareholders for any
other purpose may be held at such place as shall be stated in the
notice of the meeting.

          SECTION 2.  Annual Meetings.  The annual meetings of 
                      ---------------
Shareholders shall be held at such date, time and place as may be
designated by the Board of Directors from time to time.  At each
annual meeting the Shareholders shall elect a Board of Directors
and transact such other business as may properly be brought
before the meeting.

          SECTION 3.  Special Meetings.  Special meetings of

                      ------------------
Shareholders, for any purpose or purposes whatsoever, may be
called at any time by the Chairman of the Board or by any two (2)
of the Directors.

             SECTION 4.  Adjourned Meetings, Notice.  Any
                      --------------------------
Shareholders' meeting, annual or special, whether or not a quorum
is present, may be adjourned from time to time, to be reconvened
at the same or some other place, by the vote of a majority of the
shares, the holders of which are either present in person or
represented by proxy thereat.  At the adjourned meeting the
Corporation may transact any business which might have been
transacted at the original meeting, but in the absence of a
quorum no other business may be transacted at any such meeting.

             When any Shareholders' meeting, either annual or
special, is adjourned for thirty (30) days or more or if after
the adjournment a new record date is fixed for the adjourned
meeting, notice of the adjourned meeting shall be given as in the
case of an original meeting.  Save as aforesaid, it shall not be
necessary to give any notice of an adjournment or of the business
to be transacted at an adjourned meeting, if the time and place
of the adjourned meeting are announced at the meeting at which
such adjournment is taken.

             SECTION 5.  Voting.  At all meetings of Shareholders, 
                      ------
every Shareholder entitled to vote shall have the right to vote
in person or by proxy the number of shares standing in his own
name on the stock records of the Corporation; provided, however,
that at all elections of Directors each holder of record of stock
entitled to vote for the election of Directors shall be entitled
to one vote for each share of such stock held by such Shareholder
for each Director's position to be filled.  Cumulative voting for
Directors shall not be permitted.  Voting shall be conducted by
ballot.

             SECTION 6.  Quorum.  Subject to any provisions of the 
                      ------
Certificate of Incorporation relating to a quorum at meetings at
which the holders of shares of stock of any class are entitled to
vote separately as a class, the presence in person or by proxy of
the holders of a majority of the shares entitled to vote at any
meeting shall constitute a quorum for the transaction of
business.  The Shareholders present at a duly called or held
meeting at which a quorum is present may continue to do business
until adjournment, notwithstanding the withdrawal of enough
Shareholders to leave less than a quorum.  Shares of its own
capital stock belonging on the record date for the meeting to the
Corporation or to another corporation, if a majority of the
shares entitled to vote in the election of directors of such
other corporation is held, directly or indirectly, by the
Corporation, shall neither be entitled to vote nor be counted for
quorum purposes; provided, however, that the foregoing shall not 
limit the right of the Corporation to vote stock, including but
not limited to its own stock, held by it in a fiduciary capacity.

             SECTION 7.  Proxies.  Every person entitled to vote at 
                      -------
a meeting of Shareholders shall have the right to do so either in
person or by an agent or agents authorized by a written proxy
executed by such person or his duly authorized agent and filed
with the Secretary of the Corporation; provided that no such
proxy shall be valid after the expiration of three (3) years from
its date, unless the proxy provides for a longer period of time. 
A duly executed proxy shall be irrevocable if it states that it
is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power.  A
Shareholder may revoke any proxy which is not irrevocable by
attending the meeting and voting in person or by filing an
instrument in writing revoking the proxy or another duly executed
proxy bearing a later date with the Secretary of the Corporation.


                     Article III - DIRECTORS


             SECTION 1.  Powers.  Subject to the limitations of the 
                      ------
Certificate of Incorporation, the By-laws and the General
Corporation Law of the State of Delaware as to action to be
authorized or approved by the Shareholders, and subject to the
duties of Directors as prescribed by the By-laws, all corporate
powers shall be exercised by or under the authority of, and the
business and affairs of the Corporation shall be managed by or
under the direction of, the Board of Directors.

             SECTION 2.  Number and Qualification of Directors.  The 
                      -------------------------------------
Board of Directors shall consist of three (3) to fifteen (15)
members, the number thereof to be determined from time to time by
a majority of the entire Board of Directors.  Directors need not
be Shareholders.

             SECTION 3.  Election and Term of Office.  The Directors 
                      ---------------------------
shall be elected at each annual meeting of Shareholders, but if
any such annual meeting is not held, or the Directors are not
elected thereat, the Directors may be elected at any special
meeting of Shareholders held for that purpose.  All Directors
shall hold office until their respective successors are elected
and qualified or until their earlier resignation or removal.

             SECTION 4.  Vacancies.  Vacancies in the Board of 
                      ----------
Directors may be filled by a majority of the remaining Directors,
though less than a quorum, or by a sole remaining Director, and 
each Director so elected shall hold office until his successor is
elected at an annual or a special meeting of the Shareholders. 
Whenever the holders of any class or classes of stock or series
thereof are entitled to elect one or more Directors by the
provisions of the Certificate of Incorporation, vacancies and
newly created directorships of such class or classes or series
may be filled by a majority of the Directors elected by such
class or classes or series thereof then in office, or by the sole
remaining Director so elected.

             A vacancy or vacancies shall be deemed to exist in case
of the death, resignation or removal of any Director.

             The Shareholders may at any time elect Directors to
fill any vacancy not filled by the Directors.

             Any Director may resign at any time by giving written
notice to the Board of Directors, the Chief Executive Officer or
the Secretary of the Corporation.  Any such resignation shall
take effect at the time of receipt of such notice or at such
later time specified therein; and, unless otherwise specified
therein, the acceptance of such resignation shall not be
necessary to make it effective.  If any Director resigns, the
Board shall have power to elect a successor to take office at
such time as the resignation shall become effective.

             SECTION 5.  Place of Meeting.  Subject to the 
                      ----------------
provisions of Section 13 of this Article III, all meetings of the
Board of Directors shall be held at the principal office of the
Corporation or at such other place in the United States
designated at any time by the Board.

             SECTION 6.  Organization Meeting.  Immediately 
                      ---------------------
following each annual meeting of Shareholders, the Board of
Directors shall hold a regular meeting for the purpose of
organization, election of officers, and the transaction of other
business.  Notice of all such regular meetings shall not be
required.

             SECTION 7.  Other Regular Meetings.  Other regular 
                      -----------------------
meetings of the Board of Directors shall be held without call at
such times as shall from time to time be determined by the Board
of Directors.  Notice of all such regular meetings shall not be
required.

             SECTION 8.  Special Meetings.  Special meetings of the 
                      -----------------
Board of Directors, for any purpose or purposes whatsoever, shall
be called at any time by the Chairman of the Board or by any two
(2) of the Directors.  Reasonable notice thereof shall be given 
by the person or persons calling the meeting.

             SECTION 9.  Quorum.  At all meetings of the Board of 
                      -------
Directors a majority of the entire Board shall be necessary and
sufficient to constitute a quorum for the transaction of
business, except to fill vacancies in the Board as hereinbefore
provided, and except to adjourn as hereinafter provided.  Every
act or decision done or made by a majority of the Directors
present at a meeting duly held at which a quorum is present shall
be regarded as the act of the Board of Directors.

             SECTION 10.  Adjournment.  A quorum of the Directors 
                       -----------
may adjourn any Directors' meeting to meet again at a stated day
and hour; provided, however, that in the absence of a quorum a
majority of the Directors present at any Directors' meeting,
either regular or special, may adjourn from time to time until
the time fixed for the next regular meeting of the Board of
Directors.  Notice of the time and place of holding an adjourned
meeting of a Directors' meeting, either regular or special, need
not be given to absent Directors if the time and place are fixed
at the meeting adjourned.

             SECTION 11.  Fees and Compensation.  Directors shall 
                       ----------------------
receive such compensation for their services as Directors as
shall be determined from time to time by resolution of the Board
of Directors.  Any Director may serve the Corporation in any
other capacity as an Officer, agent, employee or otherwise and
receive compensation therefor.

             SECTION 12.  Directors' Action Without Meetings.  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 a written consent thereto is signed by all
members of the Board or such committee as the case may be, and
such written consent is filed with the minutes of proceedings of
the Board or committee.

             SECTION 13.  Meetings by Telecommunication.  Any 
                       ------------------------------
meeting, regular or special, of the Board of Directors or of any
committee thereof may be held by conference telephone or similar
communication equipment, provided that all Directors
participating can hear one another.  Participation in such a
meeting shall constitute presence in person at the meeting.


                     Article IV - COMMITTEES


             SECTION 1.  Committees.  The Board of Directors may, by 
                      ----------
resolution passed by a majority of the entire Board, designate
one or more committees, each committee to consist of one or more
Directors.  The Board of Directors may designate one or more
Directors as alternate members of any committee, who may replace
any absent or disqualified member at any meeting of the
committee.  In the absence or disqualification of a member of a
committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not such member or
members constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in place
of any such absent or disqualified member.  Any such committee,
to the extent provided in the resolution of the Board of
Directors, shall have and may exercise all the powers and
authority of the Board in the management of the business and
affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it; but
no such committee shall have power or authority in reference to
amending the Certificate of Incorporation, adopting an agreement
of merger or consolidation, recommending to the Shareholders the
sale, lease or exchange of all or substantially all of the Corpo-
ration's property and assets, recommending to the Shareholders a
dissolution of the Corporation or a revocation of dissolution, or
amending these By-laws; and, unless the resolution expressly so
provides, no such committee shall have the power or authority to
declare a dividend or to authorize the issuance of stock.

             SECTION 2.  Committee Rules.  Unless the Board of 
                      ----------------
Directors otherwise provides, each committee designated by the
Board may adopt, amend and repeal rules for the conduct of its
business.  Reasonable notice of each committee meeting (other
than regularly scheduled meetings) shall be furnished to all
members of the committee.  A majority of the entire authorized
number of members of such committee shall constitute a quorum for
the transaction of business, the vote of a majority of the
members present at a meeting at the time of such vote if a quorum
is then present shall be the act of such committee, and in other
respects each committee shall conduct its business in the same
manner as the Board of Directors conducts its business pursuant
to Article III of these By-laws.


                       Article V - OFFICERS


             SECTION 1.  Officers.  The Officers of the Corporation 
                      --------
shall be a Chief Executive Officer, a President, a Secretary, a
Treasurer and a Controller.  The Board of Directors may also, at
its discretion, choose from among its members a Chairman of the
Board and a Vice Chairman of the Board.  The Corporation may also
have, at the discretion of the Board of Directors, a Chief
Operating Officer, one or more Executive Vice Presidents, one or
more Senior Vice Presidents, one or more Vice Presidents, one or
more Assistant Secretaries, one or more Assistant Treasurers, and
one or more Assistant Controllers.  One person may hold two or
more offices.  Unless otherwise determined by resolution of the
Board, no person serving as the Vice Chairman of the Board, an
Assistant Secretary, an Assistant Treasurer or an Assistant
Controller shall be deemed to be an executive officer of the
Corporation.

             SECTION 2.  Election.  The Officers of the Corporation 
                      --------
shall be elected by the Board of Directors and each shall hold
his office until he shall resign or shall be removed or otherwise
disqualified to serve, or his successor shall be elected and
qualified.

             SECTION 3.  Removal and Resignation.  Any Officer may 
                      -----------------------
be removed, either with or without cause, by a majority of the
Directors at the time in office, at any regular or special
meeting of the Board of Directors, or, except in the case of an
Officer chosen by the Board, by the Chief Executive Officer.

             Any Officer may resign at any time by giving written
notice to the Board of Directors, the Chief Executive Officer or
the Secretary of the Corporation.  Any such resignation shall
take effect at the time of receipt of such notice or at any later
time specified therein; and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make
it effective.

             SECTION 4.  Vacancies.  A vacancy in any office because 
                      ---------
of death, resignation, removal, disqualification or any other
cause, shall be filled in the manner prescribed in the By-laws
for regular appointments to such office.

             SECTION 5.  Chairman of the Board.  The Chairman of the 
                      ---------------------
Board, if any, shall preside at all meetings of the Board of
Directors and of the Shareholders at which he shall be present
and exercise and perform such other powers and duties as may be
from time to time assigned to him by the Board of Directors or
prescribed by the By-laws.  If so designated by the Board of
Directors, the Chairman of the Board shall be the Chief Executive
Officer.

             SECTION 6.  Vice Chairman of the Board.  In the absence 
                      --------------------------
of the Chairman of the Board, the Vice Chairman of the Board, if
any, shall preside at all meetings of the Board of Directors and
of the Shareholders at which he shall be present.  The Vice 
Chairman of the Board shall exercise such other powers and duties
as may be from time to time assigned to him by the Board of
Directors or prescribed by the By-laws.

             SECTION 7.  Chief Executive Officer.  Subject to such 
                      -----------------------
supervisory powers, if any, as may be given by the Board of
Directors to the Chairman of the Board or the Vice Chairman of
the Board, if there be such Officers, the Chief Executive Officer
shall have general supervision, direction and control of the
business and affairs of the Corporation.

             SECTION 8.  President.  If the Chairman of the Board 
                      ----------
has not been designated as the Chief Executive Officer, the
President shall be the Chief Executive Officer with the powers
and duties set forth in Section 7 of this Article V.  If the
Chairman of the Board has been so designated, the President shall
have such powers and perform such duties as from time to time may
be prescribed by the Board of Directors, the Chief Executive
Officer or the By-laws.

             In the absence of the Chairman of the Board and of the
Vice Chairman of the Board, the President shall preside at all
meetings of the Board of Directors and of the Shareholders at
which he shall be present.

             SECTION 9.  Chief Operating Officer.  Subject to such 
                      ------------------------
supervisory powers, if any, as may be given by the Board of
Directors to the Chairman of the Board or the Vice Chairman of
the Board or the Chief Executive Officer, if there be such
Officers, the Chief Operating Officer shall have such powers and
perform such duties as from time to time may be prescribed by the
Board of Directors, the Chief Executive Officer, or the By-Laws.

             SECTION 10.  Executive Vice Presidents and Senior Vice 
                       -----------------------------------------
Presidents.  The Executive Vice Presidents and Senior Vice 
----------
Presidents, if any, shall have such powers and perform such
duties as from time to time may be prescribed by the Board of
Directors, the Chief Executive Officer or the By-laws.

             SECTION 11.  Vice Presidents.  The Vice Presidents 
                       ---------------
shall have such powers and perform such duties as from time to
time may be prescribed by the Board of Directors, the Chief
Executive Officer or the By-laws.

             SECTION 12.  Secretary.  The Secretary shall keep, or 
                       ----------
cause to be kept, a book of minutes at the principal office of
the Corporation or such other place as the Board of Directors may
order, of all meetings of the Board of Directors and any
committee thereof and of the Shareholders, with the time and 
place of holding, whether regular or special, and, if special,
how authorized, the notice thereof given, the names of those
present at Directors' and committee meetings, the number of
shares present or represented at Shareholders' meetings and the
proceedings thereof.

             The Secretary shall keep, or cause to be kept, at the
principal office of the Corporation and at the office of the
Corporation's transfer agent, if a transfer agent shall be
appointed, a stock ledger, or a duplicate stock ledger, showing
the names of the shareholders and their addresses; the number and
classes of shares held by each; the number and date of
certificates issued for the same, and the number and date of
cancellation of every certificate surrendered for cancellation.

             The Secretary shall give, or cause to be given, notice
of all the meetings of the Shareholders and of the Board of
Directors required by the By-laws or by law to be given, and he
shall keep the seal of the Corporation in safe custody, and shall
have such other powers and perform such other duties as may be
prescribed by the Board of Directors, the Chief Executive Officer
or the By-laws.

             SECTION 13.  Treasurer.  The Treasurer shall keep or 
                       ---------
cause to be kept full and accurate records of all receipts and
disbursements in books of the Corporation and shall have the care
and custody of all funds and securities of the Corporation.

             The Treasurer shall deposit all moneys and other
valuables in the name and to the credit of the Corporation with
such depositaries as may be designated by the Board of Directors. 
He shall disburse the funds of the Corporation as may be ordered
by the Board of Directors, shall render to the Chief Executive
Officer, the President and Directors, whenever they request it,
an account of all of his transactions as Treasurer and shall have
such other powers and perform such other duties as may be
prescribed by the Board of Directors, the Chief Executive Officer
or the By-laws.


             SECTION 14.  Controller.  The Controller shall be the 
                       ----------
chief accounting officer of the Corporation.  He shall keep or
cause to be kept all books of accounts and accounting records of
the Corporation and shall keep and maintain, or cause to be kept
and maintained, adequate and correct accounts of the properties
and business transactions of the Corporation, including accounts
of its assets, liabilities, receipts, disbursements, gains,
losses, capital, surplus and shares.  Any surplus, including
earned surplus, paid-in surplus and surplus arising from a 
reduction of stated capital, shall be classified according to
source and shown in a separate account.  The books of account
shall at all times be open to inspection by any Director.  He
shall prepare or cause to be prepared appropriate financial
statements for the Corporation and shall have such other powers
and perform such other duties as may be prescribed by the Board
of Directors, the Chief Executive Officer or the By-laws.


                    Article VI - MISCELLANEOUS


             SECTION 1.  Record Dates.  The Board of Directors may 
                      ------------
fix in advance a date as a record date for the determination of
the Shareholders entitled to notice of and to vote at any meeting
of Shareholders, or entitled to receive payment of any dividend,
or the allotment of rights, or the date when any change or
conversion or exchange of capital stock shall go into effect, or
the date for any other lawful action, and in such case such
Shareholders, and only such Shareholders as shall be Shareholders
of record on the date so fixed, shall be entitled to such notice
of, and to vote at, such meeting and any adjournment thereof, or
to receive payment of such dividend, or to receive such allotment
of rights, or to exercise such rights, or to take such other
action, as the case may be, notwithstanding any transfer of any
stock on the books of the Corporation after any such record date
fixed as aforesaid.

             Notwithstanding any other provision hereof, the record
date established pursuant to this Section shall, with respect to
a meeting of Shareholders, be not more than sixty (60) nor less
than ten (10) days before the date of such meeting, nor, with
respect to any other action, more than sixty (60) days prior to
such action.

             SECTION 2.  Checks, Drafts, Etc.  All checks, drafts or 
                      --------------------
other orders for payment of money, notes or other evidences of
indebtedness, issued in the name of or payable to the
Corporation, shall be signed or endorsed by such person or
persons and in such manner as, from time to time, shall be
determined by resolution of the Board of Directors.

             SECTION 3.  Contracts, How Executed.  The Board of 
                      -----------------------
Directors may authorize any Officer or Officers, agent or agents,
to enter into any contracts or execute any instrument in the name
of and on behalf of the Corporation, and such authority may be
general or confined to specific instances; and unless so
authorized by the Board of Directors, no Officer, agent or
employee shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit
or to render it liable for any purpose or to any amount.

             SECTION 4.  Waiver of Notice of Meetings of 
                      -------------------------------
Shareholders, Directors and Committees.  Whenever notice is 
--------------------------------------
required to be given by law or under any provision of the
Certificate of Incorporation or these By-laws, a written waiver
thereof, signed by the person entitled to notice, whether before
or after the time stated therein, shall be deemed equivalent to
notice.  Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends
a meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened.  Neither the business
to be transacted at, nor the purpose of, any regular or special
meeting of the Shareholders, Directors, or members of a committee
of Directors need be specified in any written waiver of notice
unless so required by the Certificate of Incorporation or these
By-laws.

             SECTION 5.  Certificates of Stock.  A certificate for 
                      ---------------------
shares of the capital stock of the Corporation shall be issued to
each Shareholder when any such shares are fully paid up.  All
such certificates shall be signed by or in the name of the
Corporation by the Chief Executive Officer or the President or a
Vice President and the Secretary or an Assistant Secretary. 
Every certificate must be countersigned by a transfer agent or
transfer clerk, and be registered by an incorporated bank or
trust company, either domestic or foreign, as a registrar of
transfers, before issuance.  The transfer agent for any class of
stock may also serve as registrar of such class, and any or all
of the signatures on the certificates may be a facsimile.  In
case any Officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate
shall have ceased to be such Officer, transfer agent or registrar
before such certificate is issued, it may be issued by the
Corporation with the same effect as if such person were such
Officer, transfer agent or registrar at the date of issue.

             The Corporation may issue a new certificate of stock in
the place of any certificate theretofore issued by it, alleged to
have been lost, stolen or destroyed, and the Corporation may 
require the owner of the lost, stolen or destroyed certificate,
or such owner's legal representative, to give the Corporation a
bond sufficient to indemnify it against any claim that may be
made against it on account of the alleged loss, theft or
destruction of any such certificate or the issuance of such new
certificate.

             SECTION 6.  Representation of Shares Held by Other 
                      --------------------------------------
Corporations.  Shares of the Corporation standing in the name of 
------------
another corporation may be voted or represented, and all rights
incident thereto may be exercised on behalf of such other
corporation, by any officer thereof authorized so to do by
resolution of its board of directors, or by its executive
committee, or by its by-laws, or by any person authorized so to
do by proxy or power of attorney duly executed by the president
or vice president and secretary or assistant secretary of such
other corporation, or by authority of the board of directors
thereof.

             SECTION 7.  Inspection of Stock Ledger.  The Secretary 
                      ---------------------------
shall prepare and make, at least ten (10) days before every
meeting of Shareholders, a complete list of the Shareholders
entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each Shareholder and the number of
shares registered in the name of each Shareholder.  Such list
shall be open to the examination of any Shareholder, for any
purpose germane to the meeting, during ordinary business hours,
for a period of at least ten (10) days prior to the meeting,
either at a place within the city where the meeting is to be
held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting
is to be held.  The list shall also be produced and kept at the
time and place of the meeting during the whole time thereof, and
may be inspected by any Shareholder who is present.

             SECTION 8.  Interested Directors, Quorum.  No contract 
                      -----------------------------
or transaction between the Corporation and one or more of its
Directors or Officers, or between the Corporation and any other
corporation, partnership, association or other organization in
which one or more of its Directors or Officers are directors or
officers, or have a financial interest, shall be void or voidable
solely for this reason, or solely because the Director or Officer
is present at or participates in the meeting of the Board of
Directors or committee thereof which authorizes the contract or
transaction, or solely because his or her or their votes are
counted for such purpose, if:  (a) the material facts as to his
or her relationship or interest and as to the contract or
transaction are disclosed or are known to the Board or the
committee, and the Board or committee in good faith authorizes 
the contract or transaction by the affirmative votes of a
majority of the disinterested Directors, even though the
disinterested Directors be less than a quorum; or (b) the
material facts as to his or her relationship or interest and as
to the contract or transaction are disclosed or are known to the
Shareholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the
Shareholders; or (c) the contract or transaction is fair as to
the Corporation as of the time it is authorized, approved or
ratified, by the Board, a committee thereof or the Shareholders. 
Common or interested Directors may be counted in determining the
presence of a quorum at a meeting of the Board or of a committee
which authorizes the contract or transaction.

             SECTION 9.  Indemnification.  The Corporation shall 
                      ---------------
indemnify to the full extent authorized by law, whether by
statute, court decision or otherwise, any person made or
threatened to be made a party to any action, suit or proceeding,
whether civil, criminal, administrative or investigative, by
reason of the fact that such person or such person's testator or
intestate is or was a Director, Officer or employee of the
Corporation or serves or served at the request of the Corporation
any other enterprise as a director, officer or employee.

             Expenses incurred by a Director or Officer of the
Corporation in defending a civil or criminal action, suit or
proceeding shall be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such Director or Officer to
repay such amount if it shall ultimately be determined that he is
not entitled to be indemnified by the Corporation.  Such expenses
incurred by other employees may be so paid upon such terms and
conditions, if any, as the Board of Directors deems appropriate.

             For purposes of this By-law, the term "Corporation"
shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a
constituent) absorbed by the Corporation in a consolidation or
merger, the term "other enterprise" shall include any
corporation, partnership, joint venture, trust or employee
benefit plan; service "at the request of the Corporation" shall
include service as a Director, Officer or employee of the
Corporation which imposes duties on, or involves services by,
such Director, Officer or employee with respect to an employee
benefit plan, its participants or beneficiaries; any excise taxes
assessed on a person with respect to an employee benefit plan
shall be deemed to be indemnifiable expenses; and action by a
person with respect to any employee benefit plan which such
person reasonably believes to be in the interest of the 
participants and beneficiaries of such plan shall be deemed to be
action not opposed to the best interests of the Corporation.

                     Article VII - AMENDMENTS


             SECTION 1.  Adoption, Amendment or Repeal of By-laws.  
                      ----------------------------------------
By-laws may be made, adopted, altered, amended or repealed by the
vote of Shareholders entitled to exercise a majority of the
voting power of the Corporation.  Subject to the right of
Shareholders to make, adopt, amend, alter or repeal By-laws, 
By-laws may be made, adopted, amended, altered or repealed 
by the Board of Directors.