EXHIBIT 3.2

                       As Amended through April 30, 1996

                            Freeport-McMoRan Inc.
                            
                                 By-Laws


                              ARTICLE I

Name

          The name of the corporation is Freeport-McMoRan Inc.


                              ARTICLE II

Offices

          1.   The  location  of the registered office of the corporation
in  the  State  of  Delaware  is 1209  Orange  Street,  in  the  City  of
Wilmington, County of New Castle, and the name of its registered agent at
such address is The Corporation Trust Company.

          2.   The corporation shall in addition to its registered office
in the State of Delaware establish  and  maintain an office or offices at
such place or places as the Board of Directors may from time to time find
necessary or desirable.


                           ARTICLE III

Corporate Seal

               The corporate seal of the corporation shall have inscribed
thereon the name of the corporation and the  year  of its creation (1980)
and the words "Incorporated Delaware".  Such seal may  be used by causing
it or a facsimile thereof to be impressed, affixed, printed  or otherwise
reproduced.


                            ARTICLE IV

Meeting of Stockholders

          1.   All  meetings  of  the stockholders shall be held  at  the
registered office of the corporation in the State of Delaware, or in such
other place as shall be determined,  from  time  to time, by the Board of
Directors.

          2.   The first annual meeting of the stockholders shall be held
on Monday, April 19, 1982, at eleven o'clock in the  forenoon, or on such
other  date  in that year or at such other time as may be  determined  by
resolution of  the  Board  of  Directors.  In subsequent years the annual
meeting of the stockholders shall  be  held  on  the  Monday  immediately
preceding  the  third Tuesday of April at eleven o'clock in the forenoon,
or on such other day or at such other time as may be determined from time
to time by resolution  of the Board of Directors.  At each annual meeting
of the stockholders they  shall  elect  by  plurality  vote,  by  written
ballot,  a Board of Directors to hold office until the annual meeting  of
the stockholders  held next after their election and their successors are
respectively elected  and qualified or until their earlier resignation or
removal.  Any other proper  business  may  be  transacted  at  the annual
meeting.

          3.   The  holders  of  a  majority  of  the  stock  issued  and
outstanding   and   entitled  to  vote  thereat,  present  in  person  or
represented by proxy,  shall  constitute  a quorum at all meetings of the
stockholders  for  the  transaction  of  business,  except  as  otherwise
expressly provided by statute, by the Certificate  of Incorporation or by
these  By-Laws.   If,  however,  such majority shall not  be  present  or
represented at any meeting of the stockholders, the stockholders entitled
to vote thereat, present in person  or  by  proxy,  shall  have  power to
adjourn  the  meeting  from  time  to  time,  without  notice  other than
announcement  at  the  meeting (except as otherwise provided by statute),
until the requisite amount  of  voting  stock  shall be present.  At such
adjourned meeting at which the requisite amount  of voting stock shall be
represented  any  business  may  be  transacted  which  might  have  been
transacted at the meeting as originally notified.

          4.   At  all  meetings  of  the  stockholders  each stockholder
having the right to vote shall be entitled to vote in person, or by proxy
appointed by an instrument in writing subscribed by such stockholder  and
bearing  a  date  not more than three years prior to said meeting, unless
such instrument provides for a longer period.  All proxies shall be filed
with the secretary of the meeting before being voted.

          5.   At each meeting of the stockholders each stockholder shall
have one vote for each  share of stock having voting power, registered in
his name on the books of  the  corporation  at  the  record date fixed in
accordance with these By-Laws, or otherwise determined,  with  respect to
such meeting.  Except as otherwise expressly provided by statute,  by the
Certificate  of  Incorporation  or  by  these By-Laws, all matters coming
before any meeting of the stockholders shall  be decided by the vote of a
majority  of  the  number  of  shares  of  stock  present  in  person  or
represented  by  proxy at such meeting and entitled to  vote  thereat,  a
quorum being present.

          6.   Notice of each meeting of the stockholders shall be mailed
to each stockholder  entitled  to  vote thereat not less than 10 nor more
than 60 days before the date of the meeting.  Such notice shall state the
place,  date and hour of the meeting  and,  in  the  case  of  a  special
meeting, the purpose or purposes for which the meeting is called.

          7.   Subject  to  such  rights  to  call  special  meetings  of
stockholders  under  specified circumstances as may be granted to holders
of  any shares of the Preferred  Stock  pursuant  to  the  provisions  of
Article  Fourth  of the Certificate of Incorporation, special meetings of
the stockholders may  be  called only by the Chairman of the Board or the
President of the corporation,  or at the request in writing or by vote of
a majority of the Board of Directors,  and not by any other persons.  Any
request for a special meeting made by the  Board of Directors shall state
the purpose or purposes of the proposed meeting.

          8.   Business  transacted  at  each special  meeting  shall  be
confined to the purpose or purposes stated in the notice of such meeting.

          9.   The order of business at each  meeting of the stockholders
shall be determined by the chairman at such meeting.

          10.  At  an  annual  meeting  of  the stockholders,  only  such
business shall be conducted as shall have been brought before the meeting
(a)  by  or  at the direction of the Board of Directors  or  (b)  by  any
stockholder of  the  corporation  who complies with the notice procedures
set forth in this Section 10.  For business to be properly brought before
an  annual meeting by a stockholder,  the  stockholder  must  have  given
timely notice thereof in writing to the Secretary of the corporation.  To
be timely,  a  stockholder's  notice  must  be delivered to or mailed and
received at the principal executive offices of  the  corporation not less
than  60  days  nor  more  than  90 days prior to the meeting;  provided,
however, that in the event that less than 70 days' notice or prior public
disclosure of the date of the meeting  is  given or made to stockholders,
notice by the stockholder to be timely must  be  received  not later than
the  close  of  business on the 10th day following the day on which  such
notice of the date  of  the  annual  meeting  was  mailed  or such public
disclosure was made.  A stockholder's notice to the Secretary  shall  set
forth  as  to  each  matter  the stockholder proposes to bring before the
annual meeting (a) a brief description  of  the  business  desired  to be
brought  before  the  annual  meeting and the reasons for conducting such
business at the annual meeting,  (b) the name and address, as they appear
on the corporation's books, of the  stockholder  proposing such business,
(c)  the  class  and  number  of  shares  of  the corporation  which  are
beneficially owned by the stockholder and (d) any  material  interest  of
the  stockholder  in  such business.  Notwithstanding anything in the By-
Laws to the contrary, no business shall be conducted at an annual meeting
except in accordance with  the  procedures  set forth in this Section 10.
The chairman of an annual meeting shall, if the  facts warrant, determine
and declare to the meeting that business was not properly  brought before
the meeting and in accordance with the provisions of the By-Laws,  and if
he  should  so determine, he shall so declare to the meeting and any such
business not properly brought before the meeting shall not be transacted.
Notwithstanding   the   foregoing   provisions  of  this  Section  10,  a
stockholder  seeking to have a proposal  included  in  the  corporation's
proxy statement  shall  comply  with  the  requirements of Regulation 14A
under the Security Exchange Act of 1934, as  amended  (including, but not
limited to, Rule 14a-8 or its successor provision).

          11.  Only  persons  who  are nominated in accordance  with  the
procedures set forth in the By-Laws  shall  be  eligible  for election as
directors.  Nominations of persons for election to the Board of Directors
of the corporation may be made at a meeting of stockholders  (a) by or at
the direction of the Board of Directors or (b) by any stockholder  of the
corporation entitled to vote for the election of directors at the meeting
who  complies  with  the  notice procedures set forth in this Section 11.
Such nominations, other than  those  made  by  or at the direction of the
Board of Directors, shall be made pursuant to timely notice in writing to
the Secretary of the corporation.  To be timely,  a  stockholder's notice
shall  be delivered to or mailed and received at the principal  executive
offices  of  the  corporation not less than 60 days nor more than 90 days
prior to the meeting; provided, however, that in the event that less than
70 days' notice or  prior public disclosure of the date of the meeting is
given or made to stockholders,  notice  by  the  stockholder to be timely
must be so received not later than the close of business  on the 10th day
following the day on which such notice of the date of the meeting or such
public  disclosure was made.  Such stockholder's notice shall  set  forth
(a) as to  each  person  whom  the  stockholder  proposed 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, or is otherwise required, in each case pursuant to
Regulation 14A under  the  Securities  Exchange  Act  of 1934, as amended
(including  such  person's written consent to being named  in  the  proxy
statement as a nominee  and to serving as a director if elected); and (b)
as to the stockholder giving the notice (i) the name and address, as they
appear on the corporation's books, of such stockholder and (ii) the class
and number of shares of the  corporation  which are beneficially owned by
such stockholder.  At the request of the Board  of  directors  any person
nominated  by  the  Board  of  Directors for election as a director shall
furnish to the Secretary of the  corporation that information required to
be set forth in a stockholder's notice  of  nomination  which pertains to
the nominee.  No person shall be eligible for election as  a  director of
the  corporation  unless nominated in accordance with the procedures  set
forth in the By-Laws.   The  chairman  of the meeting shall, if the facts
warrant, determine and declare to the meeting  that  a nomination was not
made in accordance with the procedures prescribed by the  By-Laws, and if
he  should  so  determine,  he  shall so declare to the meeting  and  the
defective nomination shall be disregarded.

          12.  Any action required  or  permitted  to  be  taken  by  the
stockholders  of the corporation must be effected at a duly called annual
or special meeting of such holders and may not be effected by any consent
in writing by such holders.


                            ARTICLE V

Directors

          1.   The  business  and  affairs  of  the  corporation shall be
managed  under the direction of a Board of Directors which  may  exercise
all such powers  and  authority  for  and on behalf of the corporation as
shall be permitted by law, the Certificate  of Incorporation or these By-
Laws.

          2.   The directors may hold their meetings and have one or more
offices,  and, subject to the laws of the State  of  Delaware,  keep  the
stock ledger and other books and records of the corporation, outside said
State, at such place or places as they may from time to time determine.

          3.   Subject to such rights to elect additional directors under
specified circumstances as may be granted to holders of any shares of the
Preferred Stock  pursuant  to  the  provisions  of  Article Fourth of the
Certificate of Incorporation, the number of directors  of the corporation
shall be fixed from time to time by the Board of Directors  but shall not
be less than three.  The directors, other those who may be elected by the
holders  of  any class or series of Preferred Stock, shall be classified,
with respect to the time for which they severally hold office, into three
classes, as nearly  equal  in  number  as  possible, as determined by the
Board  of  Directors,  one  class to hold office  initially  for  a  term
expiring at the annual meeting  of  stockholders  to  be  held  in  1987,
another  class to hold office initially for a term expiring at the annual
meeting of  stockholders  to  be  held in 1988, and another class to hold
office  initially  for  a  term  expiring   at   the  annual  meeting  of
stockholders to be held in 1989, with the members  of  each class to hold
office until their successors are elected and qualified.   At each annual
meeting  of stockholders, the successors of the class of directors  whose
term expires  at  that meeting shall be elected to hold office for a term
expiring at the annual  meeting  of  stockholders  held in the third year
following the year of their election.

          4.   Subject to such rights to elect directors  under specified
circumstances as may be granted to holders of any shares of the Preferred
Stock pursuant to the provisions of Article Fourth of the Certificate  of
Incorporation, newly created directorships resulting from any increase in
the  number  of  directors  and  any  vacancies on the Board of Directors
resulting  from death, resignation, disqualification,  removal  or  other
reason shall  be  filled  solely by the affirmative vote of a majority of
the remaining directors then in office, even though less than a quorum of
the Board of Directors.  Any  director  elected  in  accordance  with the
preceding  sentence shall hold office for the remainder of the full  term
of the class  of  directors  in which the new directorship was created or
the vacancy occurred and until  such director's successor shall have been
elected  and  qualified.   No  decrease   in   the  number  of  directors
constituting  the  Board  of  Directors shall shorten  the  term  of  any
incumbent director.

          5.   Any director may  resign  at  any  time  by giving written
notice of his resignation to the Board of Directors, the  Chairman of the
Board  or  the  President.   Any such resignation shall take effect  upon
receipt thereof by the Board, the Chairman of the Board or the President,
as the case may be, or at such  later  date  as may be specified therein.
Any such notice to the Board shall be addressed  to  it  in  care  of the
Secretary.


                            ARTICLE VI

Committees of Directors

          By  resolutions  adopted  by  a  majority of the whole Board of
Directors,  the  Board  may designate an Executive  Committee,  an  Audit
Committee, a Corporate Personnel  Committee, a Nominating Committee and a
Public Policy Committee, and may designate  one or more other committees,
each  such  committee  to  consist  of  one  or  more  directors  of  the
corporation.  The Executive Committee shall have and may exercise all the
powers and authority of the Board in the management  of  the business and
affairs  of  the  corporation (except as otherwise expressly  limited  by
statute) and may authorize  the  seal of the corporation to be affixed to
all papers which may require it.   The  Audit  Committee,  the  Corporate
Personnel   Committee,   the  Nominating  Committee,  the  Public  Policy
Committee and each such other committee shall have such of the powers and
authority  of  the  Board as  may  be  provided  from  time  to  time  in
resolutions adopted by  a  majority  of  the whole Board.  Each committee
shall report its proceedings to the Board when required.


                           ARTICLE VII

Compensation of Directors

          The  directors  shall  receive  such   compensation  for  their
services as may be authorized by resolution of the  Board  of  Directors,
which compensation may include an annual fee and a fixed sum and expenses
for  attendance  at  regular  or  special  meetings  of  the Board or any
committee  thereof.   Nothing  herein  contained  shall  be construed  to
preclude any director from serving the corporation in any  other capacity
and receiving compensation therefor.


                           ARTICLE VIII

Meetings of Directors; Action Without a Meeting

          1.   Regular  meetings  of the Board of Directors may  be  held
without notice at such time and place, either within or without the State
of Delaware, as may be determined from  time to time by resolution of the
Board.

          2.   Special meetings of the Board  of  Directors may be called
by the Chairman of the Board or by the President on  at  least  24 hours'
notice  to  each  director,  and  shall be called by the President or  by
Secretary  on like notice on the request  in  writing  of  any  director.
Except as may  be  otherwise  specifically  provided  by  statute, by the
Certificate of Incorporation or by these By-Laws, the purpose or purposes
of any such special meeting need not be stated in such notice.

          3.   At all meetings of the Board of Directors the  presence of
a  majority  of  the  total  number  of directors shall be necessary  and
sufficient to constitute a quorum for  the  transaction of business, and,
except  as  otherwise  provided  by  statute,  by  the   Certificate   of
Incorporation  or  by these By-Laws, if a quorum shall be present the act
of a majority of the directors present shall be the act of the Board.

          4.   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  the  members  of  the  Board  or  such
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.  Any director may participate in a meeting of the Board, or of
any committee designated by the Board, by means of a conference telephone
or  similar  communications  equipment  by means  of  which  all  persons
participating in the meeting can hear each  other, and participation in a
meeting pursuant to this sentence shall constitute  presence in person at
such meeting.


                            ARTICLE IX

Officers

          1.   The officers of the corporation shall  be  chosen  by  the
Board of Directors and shall be a Chairman of the Board, a President, one
or  more  Vice  Presidents,  a  Secretary, and a Treasurer.  The Board of
Directors may also choose a Vice  Chairman  of  the  Board,  one  or more
Executive  Vice Presidents, one or more Senior Vice Presidents, a General
Counsel, one  or  more Assistant Vice Presidents, a Controller and one or
more   Assistant   Secretaries,   Assistant   Treasurers   or   Assistant
Controllers, and such other officers as it shall deem necessary who shall
hold their offices for  such  terms  and  shall  exercise such powers and
perform such duties as shall be prescribed from time to time by the Board
or by the Chairman of the Board.  Any number of offices  may  be  held by
the same person.

          2.   Annually,  the  Board of Directors shall choose a Chairman
of the Board from among the directors,  and  shall  choose  the remaining
officers  who  need not be members of the Board except in the event  they
choose a Vice Chairman of the Board.

          3.   The  salaries  of all officers of the corporation shall be
fixed by the Board of Directors,  or  in  such  manner  as  the Board may
prescribe.

          4.   The  officers  of the corporation shall hold office  until
their successors are respectively  chosen  and qualified, except that any
officer may at any time resign or be removed  by  the Board of Directors.
If the office of any officer becomes vacant for any  reason,  the vacancy
may be filled by the Board.

          5.   Any  officer  may  resign  at  any  time by giving written
notice of his resignation to the Board of Directors,  the Chairman of the
Board,  the  Vice  Chairman  of  the  Board or the President.   Any  such
resignation shall take effect upon receipt  thereof  by  the  Board,  the
Chairman  of  the Board, the Vice Chairman of the Board or the President,
as the case may  be,  or  at such later date as may be specified therein.
Any such notice to the Board  shall  be  addressed   to it in care of the
Secretary.


                            ARTICLE X

Chairman of the Board

          The  Chairman  of  the Board shall preside at meetings  of  the
stockholders and at meetings of  the  Board  of Directors.  He shall have
the powers and duties usually and customarily  associated with the office
of Chairman of the Board and shall have such other  powers  and duties as
may be delegated to him by the Board of Directors.


                            ARTICLE XI

President

          The  President  shall  be  the Chief Executive Officer  of  the
corporation.  Subject to the supervision  and  direction  of the Board of
Directors,  he  shall  be  responsible  for managing the affairs  of  the
corporation.  He shall have supervision and  direction  of  all the other
officers of the corporation and shall have the powers and duties  usually
and  customarily  associated  with  the  Office  of the President and the
position of the Chief Executive Officer.  He shall have such other powers
and duties as may be delegated to him by the Chairman of the Board.


                           ARTICLE XII

Vice Chairman of the Board,
Executive Vice Presidents,
Senior Vice Presidents,
Vice Presidents and
Assistant Vice Presidents

          The  Vice  Chairman  of the Board, Executive  Vice  Presidents,
Senior Vice Presidents, Vice Presidents  and  Assistant  Vice  Presidents
shall  have  such  powers  and duties as may be delegated to them by  the
Board of Directors or the Chairman of the Board.


                           ARTICLE XIII

General Counsel, Secretary and Assistant Secretaries

          1.   The General Counsel  shall  have  the  powers  and  duties
usually  and customarily associated with the position of General Counsel.
He shall have  such other powers and duties as may be delegated to him by
the Chairman of the Board.

          2.   The  Secretary  shall  attend all meetings of the Board of
Directors and of the stockholders, and  shall  record  the minutes of all
proceedings in a book to be kept for that purpose.  He shall perform like
duties for the committees of the Board when required.

          3.   The Secretary shall give, or cause to be  given, notice of
meetings  of  the  stockholders,  of  the Board of Directors and  of  the
committees of the Board.  He shall keep  in  safe custody the seal of the
corporation,  and  where authorized by the Chairman  of  the  Board,  the
President, a Senior  Vice  President or a Vice President, shall affix the
same to any instrument requiring  it,  and  when  so  affixed it shall be
attested by his signature or by the signature of an Assistant  Secretary.
He shall have such other powers and duties as may be delegated to  him by
the Chairman of the Board.

          4.   The Assistant Secretaries shall, in case of the absence of
the  Secretary,  perform  the  duties  and  exercise  the  powers  of the
Secretary,  and  shall  have  such  other  powers  and  duties  as may be
delegated to them by the Chairman of the Board.


                           ARTICLE XIV

Treasurer and Assistant Treasurers

          1.   The  Treasurer  shall  have  the  custody of the corporate
funds and securities, and shall deposit or cause to  be  deposited  under
his  direction  all  moneys and other valuable effects in the name and to
the credit of the corporation  in  such depositories as may be designated
by the Board of Directors or pursuant  to  authority  granted  by it.  He
shall render to the President and the Board whenever they may require  it
an  account  of  all  his  transactions as Treasurer and of the financial
condition of the corporation.  He shall have such other powers and duties
as may be delegated to him by the Chairman of the Board.

          2.   The Assistant  Treasurers shall, in case of the absence of
the  Treasurer,  perform  the duties  and  exercise  the  powers  of  the
Treasurer,  and  shall have such  other  powers  and  duties  as  may  be
delegated to them by the Chairman of the Board.


                            ARTICLE XV

Controller

          The Controller  shall  maintain adequate records of all assets,
liabilities  and transactions of the  corporation,  and  shall  see  that
adequate audits  thereof  are  currently  and  regularly  made.  He shall
disburse  the funds of the corporation in payment of just obligations  of
the corporation,  or  as may be ordered by the Board of Directors, taking
proper vouchers for such  disbursements.  He shall have such other powers
and duties as may be delegated to him by the Chairman of the Board.


                           ARTICLE XVI

Certificates of Stock

          The certificates  for  shares of stock of the corporation shall
be numbered and shall be entered in  the books of the corporation as they
are issued.  Such certificates shall exhibit the holder's name and number
of  shares  and  shall  be  signed  by the Chairman  of  the  Board,  the
President, an Executive Vice President, a Senior Vice President or a Vice
President and by the Treasurer, an Assistant  Treasurer, the Secretary or
an  Assistant  Secretary.   The  signature of any such  officers  may  be
facsimile if such certificate is countersigned  by a transfer agent other
than  the corporation or its employee or by a registrar  other  than  the
corporation or its employee.  In case any officer who has signed or whose
facsimile  signature  has  been placed on any such certificate shall have
ceased to be such officer before such certificate is issued, then, unless
the Board of Directors shall  otherwise  determine and cause notification
thereof  to  be  given  to  such  transfer  agent   and  registrar,  such
certificate may be issued by the corporation (and by  its transfer agent)
and registered by its registrar with the same effect as  if  he were such
officer at the date of issue.


                           ARTICLE XVII

Transfers of Stock

          1.   All  transfers  of  shares of the stock of the corporation
shall be made on the books of the corporation  by  the registered holders
of  such shares in person or by their attorneys lawfully  constituted  in
writing, or by their legal representatives.

          2.   Certificates  for shares of stock shall be surrendered and
cancelled at the time of transfer.


                          ARTICLE XVIII

Fixing Record Date

          In order that the corporation  may  determine  the stockholders
entitled to notice of and to vote at any meeting of stockholders  or  any
adjournment  thereof,  or  entitled  to express consent in writing to any
corporate action without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any  change,  conversion or exchange of
stock, or for any other lawful purpose, the Board of Directors may fix in
advance, a record date which shall not be more than  60  nor less than 10
days before the date of such meeting, nor more than 60 days  prior to any
other action.  Only stockholders 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 entitled to express such consent,  or entitled to
receive  payment  of such dividend or other distribution or allotment  of
rights, or entitled  to  exercise  such  rights  in  respect  of  change,
conversion  or exchange, as the case may be, notwithstanding any transfer
of stock on the books of the corporation after any such record date fixed
as aforesaid.


                           ARTICLE XIX

Registered Stockholders

          The corporation shall be entitled to treat the holder of record
of any share  or  shares  of  stock  as  the  holder in fact thereof and,
accordingly, shall not be bound to recognize any equitable or other claim
to or interest in such share on the part of any  other person, whether or
not  it  shall have express or other notice thereof,  save  as  expressly
provided by the laws of the State of Delaware.


                            ARTICLE XX

Checks

          All  checks,  drafts  and other orders for the payment of money
and  all promissory notes and other  evidences  of  indebtedness  of  the
corporation  shall  be  signed  by such officer or officers or such other
person or persons as may be designated  by  the  Board  of  Directors  or
pursuant to authority granted by it.


                           ARTICLE XXI

Fiscal Year

          The  fiscal year of the corporation shall end on December 31 of
each year.


                           ARTICLE XXII

Notices and Waiver

          1.   Whenever   by   statute,   or   by   the   Certificate  of
Incorporation  or  by these By-Laws it is provided that notice  shall  be
given  to any director  or  stockholder,  such  provision  shall  not  be
construed  to  require  personal  notice, but such notice may be given in
writing, by mail, by depositing the  same  in  the  United  States  mail,
postage  prepaid, directed to such stockholder or director at his address
as it appears  on the records of the corporation, or, in default of other
address, to such  director  or  stockholder at the General Post Office in
the City of Wilmington, Delaware,  and  such notice shall be deemed to be
given  at  the time when the same shall be  thus  deposited.   Notice  of
special meetings  of  the  Board  of  Directors  may also be given to any
director  by  telephone or by telex, telegraph or cable  and  the  latter
event the notice  shall  be  deemed  to be given at the time such notice,
addressed to such director at the address  hereinabove provided, shall be
transmitted or delivered to and accepted by  an  authorized  telegraph or
cable office.

          2.   Whenever  by  statute, by the Certificate of Incorporation
or by these By-Laws a notice is  required  to  be given, 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  any  stockholder or director at any meeting thereof shall
constitute a waiver of  notice  of  such  meeting  by such stockholder or
director, as the case may be, except as otherwise provided by statute.


                          ARTICLE XXIII

Alteration of By-Laws

          These  By-Laws, including, but not limited  to,  Section  7  of
Article IV and Sections  3  and  4 of Article V, may be altered, amended,
changed or repealed at any meeting  of  Board  of Directors present or as
otherwise provided by statute, except that, in the case of any amendment,
alteration, change or repeal of Section 7 of Article  IV or Sections 3 or
4 of Article V by the stockholders, notwithstanding any  other  provision
of these By-Laws, the Certification of Incorporation or any provision  of
law  which  might  otherwise  permit  a  lesser  vote  or  no  vote,  the
affirmative  vote of the holders of 85% or more of the outstanding shares
of capital stock  of  the  corporation  entitled to vote generally in the
election of directors shall be required to amend, alter, change or repeal
such Section 7 of Article IV or such Sections 3 or 4 of Article V.


                           ARTICLE XXIV

Indemnification of Corporate Personnel

          The corporation shall indemnify  any  person  who  is  or was a
director,  officer,  employee  or agent of the corporation, or is or  was
serving  at  the  request  of the corporation  as  a  director,  officer,
employee or agent of another  corporation,  partnership,  joint  venture,
trust   or   other   enterprise   as   provided  in  the  Certificate  of
Incorporation.  Expenses incurred by such  a  director, officer, employee
or  agent  in defending a civil or criminal action,  suit  or  proceeding
shall be paid  by  the  corporation  as  provided  in  the Certificate of
Incorporation.  The corporation shall have power to purchase and maintain
insurance  on  behalf of any such persons against any liability  asserted
against him or her  and  incurred  by him or her in any such capacity, or
arising out of his or her status as  such, whether or not the corporation
would have the power to indemnify him or her against such liability under
the provisions of the Certificate of Incorporation.   The indemnification
provisions  of  this  Article  XXIV and the Certificate of  Incorporation
shall not be deemed exclusive of  any other rights to which those seeking
indemnification  may  be  entitled  under  any  applicable  law,  by-law,
agreement, vote of stockholders or disinterested directors or otherwise.

          The provisions of this Article XXIV and Article ELEVENTH of the
Certificate of Incorporation shall be deemed to be a contract between the
corporation  and  each  person  who serves  as  such  director,  officer,
employee or agent of the corporation  in  any  such  capacity at any time
while  this  Article  XXIV  and  Article  ELEVENTH of the Certificate  of
Incorporation are in effect.  No repeal or modification of the provisions
of  this  Article  XXIV  and  Article  ELEVENTH  of  the  Certificate  of
Incorporation  nor,  to  the  fullest  extent  permitted   by   law,  any
modification of law shall adversely affect any right or protection  of  a
director,  officer, employee or agent of the corporation then existing at
the time of  such repeal or modification.  The provisions of this Article
XXIV  of  the By-Laws  of  the  corporation  have  been  adopted  by  the
stockholders of the corporation.