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                                                                 Exhibit 3.2


                                     BY-LAWS

                                       OF

                          CORE-MARK INTERNATIONAL, INC.

                            (a Delaware corporation)

                                    ARTICLE I
                                  STOCKHOLDERS

           SECTION I.1. ANNUAL MEETINGS. The annual meeting of stockholders for
the election of directors and for the transaction of such other business as may
properly come before the meeting shall be held each year at such date and time,
within or without the State of Delaware, as the Board of Directors shall
determine.

           SECTION I.2. SPECIAL MEETINGS. Special meetings of stockholders for
the transaction of such business as may properly come before the meeting may be
called by order of the Board of Directors or by stockholders holding together at
least a majority of all the shares of the Corporation entitled to vote at the
meeting, and shall be held at such date and time, within or without the State of
Delaware, as may be specified by such order. Whenever the directors shall fail
to fix such place, the meeting shall be held at the principal executive office
of the Corporation.

           SECTION I.3. NOTICE OF MEETINGS. Written notice of all meetings of
the stockholders, stating the place, date and hour of the meeting and the place
within the city or other municipality or community at which the list of
stockholders may be examined, shall be mailed or delivered to each stockholder
not less than 10 nor more than 60 days prior to the meeting. Notice of any
special meeting shall state in general terms the purpose or purposes for which
the meeting is to be held.

           SECTION I.4. STOCKHOLDER LISTS. The officer who has charge of the 
stock ledger of the Corporation shall prepare and make, at least 10 days 
before every meeting of stockholders, a complete list of the stockholders 
entitled to vote at the meeting, arranged in alphabetical order, and showing 
the address of each stockholder and the number of shares registered in the 
name of each stockholder. Such list shall be open to the examination of any 
stockholder, for any purpose germane to the meeting, 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 


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the meeting during the whole time thereof, and may be inspected by any 
stockholder who is present.

           The stock ledger shall be the only evidence as to who are the 
stockholders entitled to examine the stock ledger, the list required by this 
section, or the books of the Corporation, or to vote in person or by proxy at 
any meeting of stockholders.

           SECTION I.5. QUORUM. Except as otherwise provided by law, the
Corporation's Certificate of Incorporation or these By-Laws, a majority of the
shares entitled to vote, present in person or represented by proxy, shall
constitute a quorum at a meeting of the stockholders. If there is no quorum, a
majority of the shares entitled to vote at the meeting, present in person or
represented by proxy, may adjourn the meeting from time to time without further
notice until a quorum shall be obtained. When a quorum is obtained, it is not
broken by the subsequent withdrawal of any stockholder.

           SECTION I.6. ORGANIZATION. Meetings of stockholders shall be 
presided over by the Chairman, if any, or if none or in the Chairman's 
absence the President, or if none or in the President's absence a Vice 
President, or, if none of the foregoing is present, by a chairman to be 
chosen by the stockholders entitled to vote who are present in person or by 
proxy at the meeting. The Secretary of the Corporation, or in the Secretary's 
absence an Assistant Secretary, shall act as secretary of every meeting, but 
if neither the Secretary nor an Assistant Secretary is present, the presiding 
officer of the meeting shall appoint any person present to act as secretary 
of the meeting.

           SECTION I.7. VOTING; PROXIES; REQUIRED VOTE. (a) At each meeting 
of stockholders, every stockholder shall be entitled to vote in person or by 
proxy appointed by instrument in writing, subscribed by such stockholder or 
by such stockholder's duly authorized attorney-in-fact (but no such proxy 
shall be voted or acted upon after three years from its date, unless the 
proxy provides for a longer period), and, unless the Certificate of 
Incorporation provides otherwise, shall have one vote for each share of stock 
entitled to vote registered in the name of such stockholder on the books of 
the Corporation on the applicable record date fixed pursuant to these 
By-Laws. At all elections of directors taken at any meeting of stockholders, 
the voting may be, but need not be, by written ballot. Directors shall be 
elected by a plurality of the votes of the shares present in person or 
represented by proxy at the meeting and entitled to vote on the election of 
directors. In all matters other than the election of directors, the 
affirmative vote of the majority of shares present in person or represented 
by proxy at the meeting and entitled to vote on the subject matter shall be 
the act of the stockholders, whether or not a quorum is present when the vote 
is taken.

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           (b) Any action required or permitted to be taken at any meeting of 
stockholders may, except as otherwise required by law or the Certificate of 
Incorporation, be taken without a meeting, without prior notice, and without 
a vote, if a consent in writing, setting forth the action so taken, shall be 
signed by the holders of record of the issued and outstanding capital stock 
of the Corporation having the number of votes that would be necessary to 
authorize or take such action at a meeting at which all shares entitled to 
vote thereon were present and voted, and the writing or writings are filed 
with the permanent records of the Corporation. Prompt notice of the taking of 
corporate action without a meeting by less than unanimous written consent 
shall be given to those stockholders who have not consented in writing.

           SECTION I.8. INSPECTORS. The Board of Directors, in advance of any 
meeting, may, but need not, appoint one or more inspectors of election to act 
at the meeting or any adjournment thereof. If an inspector or inspectors are 
not so appointed, the person presiding at the meeting may, but need not, 
appoint one or more inspectors. In case any person who may be appointed as an 
inspector fails to appear or act, the vacancy may be filled by appointment 
made by the directors in advance of the meeting or at the meeting by the 
person presiding thereat. Each inspector, if any, before entering upon the 
discharge of his or her duties, shall take and sign an oath faithfully to 
execute the duties of inspector at such meeting with strict impartiality and 
according to the best of his ability. The inspectors, if any, shall determine 
the number of shares of stock outstanding and the voting power of each, the 
shares of stock represented at the meeting, the existence of a quorum, and 
the validity and effect of proxies, and shall receive votes, ballots, or 
consents, hear and determine all challenges and questions arising in 
connection with the right to vote, count and tabulate all votes, ballots, or 
consents, determine the result, and do such acts as are proper to conduct the 
election or vote with fairness to all stockholders. On request of the person 
presiding at the meeting, the inspector or inspectors, if any, shall make a 
report in writing of any challenge, question, or matter determined by such 
inspector or inspectors and execute a certificate of any fact found by such 
inspector or inspectors.

                                   ARTICLE II
                               BOARD OF DIRECTORS

           SECTION II.1. GENERAL POWERS. The business, property, and affairs of
the Corporation shall be managed by, or under the direction of, the Board of
Directors.

           SECTION II.2. QUALIFICATION; NUMBER; TERM; REMUNERATION. (a) Each
director shall be at least 18 years of age. A director need not be a
stockholder, a citizen of the United States, or a resident of the State of
Delaware. The number of directors constituting the entire Board shall be eight,
or such other number
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as may be fixed from time to time by resolution of the Board of Directors, 
one of whom may be selected by the Board of Directors to be its Chairman. The 
use of the phrase "entire Board" herein refers to the total number of 
directors which the Corporation would have if there were no vacancies.

           (b) Directors who are elected at an annual meeting of stockholders,
and directors who are elected in the interim to fill vacancies and newly created
directorships, shall hold office until the next annual meeting of stockholders
and until their successors are elected and qualified or until their earlier
resignation or removal.

           (c) Directors may be paid their expenses, if any, of attendance at 
each meeting of the Board of Directors and may be paid a fixed sum for 
attendance at each meeting of the Board of Directors or a stated salary as 
director. No such payment shall preclude any director from serving the 
Corporation in any other capacity and receiving compensation therefor. 
Members of special or standing committees may be allowed like compensation 
for attending committee meetings.

           SECTION II.3. QUORUM AND MANNER OF VOTING. Except as otherwise 
provided by law or by agreement of the stockholders, a majority of the entire 
Board shall constitute a quorum. A majority of the directors present, whether 
or not a quorum is present, may adjourn a meeting from time to time to 
another time and place without notice. The vote of the majority of the 
directors present at a meeting at which a quorum is present shall be the act 
of the Board of Directors.

           SECTION II.4. PLACES OF MEETINGS. Meetings of the Board of 
Directors may be held at any place within or without the State of Delaware, 
as may from time to time be fixed by resolution of the Board of Directors, or 
as may be specified in the notice of meeting.

           SECTION II.5. ANNUAL MEETING. Following the annual meeting of
stockholders, the newly elected Board of Directors shall meet for the purpose of
the election of officers and the transaction of such other business as may
properly come before the meeting. Such meeting may be held without notice
immediately after the annual meeting of stockholders at the same place at which
such stockholders' meeting is held.

           SECTION II.6. REGULAR MEETINGS. Regular meetings of the Board of 
Directors shall be held at such times and places as the Board of Directors 
shall from time to time by resolution determine. Notice need not be given of 
regular meetings of the Board of Directors held at times and places fixed by 
resolution of the Board of Directors.

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           SECTION II.7. SPECIAL MEETINGS. Special meetings of the Board of
Directors shall be held whenever called by the Chairman of the Board, the
President, or by a majority of the directors then in office.

           SECTION II.8. NOTICE OF MEETINGS. A notice of the place, date, and 
time and the purpose or purposes of each meeting of the Board of Directors 
shall be given to each director by mailing the same at least five business 
days before the meeting, or by telegraphing or telephoning the same or by 
delivering the same personally not later than two days before the day of the 
meeting.

           SECTION II.9. ORGANIZATION. At all meetings of the Board of 
Directors, the Chairman, if any, or, if none or in the Chairman's absence or 
inability to act, the President, or in the President's absence or inability 
to act, any Vice President who is a member of the Board of Directors, or in 
such Vice President's absence or inability to act, a chairman chosen by the 
directors, shall preside. The Secretary of the Corporation shall act as 
secretary at all meetings of the Board of Directors when present, and, in the 
Secretary's absence, the presiding officer may appoint any person to act as 
secretary.

           SECTION II.10. RESIGNATION. Any director may resign at any time 
upon written notice to the Corporation and such resignation shall take effect 
upon receipt thereof by the President or the Secretary, unless otherwise 
specified in the resignation. Any or all of the directors may be removed, 
with or without cause, by the holders of a majority of the shares of stock 
outstanding and entitled to vote for the election of directors.

           SECTION II.11. VACANCIES. Unless otherwise provided in these 
By-Laws or in an agreement among or binding upon the stockholders, vacancies 
on the Board of Directors, whether caused by resignation, death, 
disqualification, removal, an increase in the authorized number of directors, 
or otherwise, may be filled by the affirmative vote of a majority of the 
remaining directors, although less than a quorum, or by a sole remaining 
director, or at a special meeting of the stockholders, by the holders of 
shares entitled to vote for the election of directors.

           SECTION II.12. ACTION BY WRITTEN CONSENT. Any action required or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if all the directors consent thereto in writing, and the
writing or writings are filed with the minutes of proceedings of the Board of
Directors.

                                  ARTICLE III
                                   COMMITTEES

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           SECTION III.1. APPOINTMENT; MEMBERSHIP. In addition to the committees
established under Section 3.6 hereof, from time to time the Board of Directors
by a resolution adopted by a majority of the entire Board may appoint any
committee or committees for any purpose or purposes, to the extent lawful, which
shall have powers as shall be determined and specified by the Board of Directors
in the resolution of appointment.

      SECTION III.2. PROCEDURES, QUORUM, AND MANNER OF ACTING. Each committee 
shall fix its own rules of procedure, and shall meet where and as provided by 
such rules or by resolution of the Board of Directors. Except as otherwise 
provided by law, the presence of a majority of the then appointed members of 
a committee shall constitute a quorum for the transaction of business by that 
committee, and in every case where a quorum is present the affirmative vote 
of a majority of the members of the committee present shall be the act of the 
committee. Each committee shall keep minutes of its proceedings, and actions 
taken by a committee shall be reported to the Board of Directors.

           SECTION III.3. NOTICE OF MEETINGS. Notice of the place, date and 
time and the purpose or purposes of each meeting of any committee of the 
Board of Directors shall be given to each member of such committee the same 
at least five business days before the meeting, or by telegraphing or 
telephoning the same or by delivering the same personally not later than two 
days before the day of the meeting.

           SECTION III.4. ACTION BY WRITTEN CONSENT. Any action required or 
permitted to be taken at any meeting of any committee of the Board of 
Directors may be taken without a meeting if all the members consent thereto 
in writing, and the writing or writings are filed with the minutes of 
proceedings of the committee.

           SECTION III.5. TERM; TERMINATION. In the event any person shall 
cease to be a director of the Corporation, such person shall simultaneously 
therewith cease to be a member of any committee appointed by the Board of 
Directors.

           SECTION III.6. STANDING COMMITTEES.

           (a) COMPENSATION COMMITTEE. There shall be a committee of the 
Board of Directors, which shall be the Compensation Committee. The 
Compensation Committee shall have the authority and responsibility for 
considering, adopting, authorizing and implementing the salary, bonus and 
other benefits, direct and indirect, of, and any employment, severance, 
termination, bonus, benefit or other similar agreements or plans with or for 
the benefit of, the officers of the Corporation and shall have the authority 
and responsibility for considering, authorizing and acting upon such other 
matters as may be designated to such committee from time to time by the Board 
of Directors. The vote of the majority of the members of the Compensation 
Committee 

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present at a meeting at which a quorum is present shall be the act of the 
Compensation Committee.

          (b) AUDIT COMMITTEE. There shall be a committee of the Board of
Directors, which shall be the Audit Committee. The Audit Committee shall have
the authority and responsibility for considering and recommending to the Board
of Directors the process for producing the Corporation's financial data,
internal controls and the independence of the Corporation's external auditors
and shall have the authority and responsibility for considering and recommending
to the Board of Directors such other matters as may be designated to such
committee from time to time by the Board of Directors. The vote of the majority
of the members of the Audit Committee present at a meeting at which a quorum is
present shall be the act of the Audit Committee.

                                   ARTICLE IV
                                    OFFICERS

           SECTION IV.1. ELECTION AND QUALIFICATIONS. The Board of Directors 
shall elect the officers of the Corporation, which shall include a Chief 
Executive Officer, a President and a Secretary, and may include, by election 
or appointment, one or more Vice Presidents (any one or more of whom may be 
given an additional designation of rank or function), a Treasurer, and such 
Assistant Secretaries, such Assistant Treasurers, and such other officers as 
the Board of Directors may from time to time deem proper. Each officer shall 
have such powers and duties as may be prescribed by these By-Laws and as may 
be assigned by the Board of Directors or the Chief Executive Officer. Any two 
or more offices may be held by the same person.

           SECTION IV.2. TERM OF OFFICE AND REMUNERATION. Except as otherwise 
provided in an employment agreement, the term of office of all officers shall 
be one year and until their respective successors have been elected and 
qualified, but any officer may be removed from office, either with or without 
cause, at any time by the Board of Directors. Any vacancy in any office 
arising from any cause may be filled for the unexpired portion of the term by 
the Board of Directors. The remuneration of all officers of the Corporation 
may be fixed by the Board of Directors or in such manner as the Board of 
Directors shall provide.

           SECTION IV.3. RESIGNATION; REMOVAL. Any officer may resign at any 
time upon written notice to the Corporation and such resignation shall take 
effect upon receipt thereof by the Chief Executive Officer, the President or 
the Secretary, unless otherwise specified in the resignation. Any officer 
shall be subject to removal, with or without cause, at any time by vote of a 
majority of the entire Board.

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           SECTION IV.4. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer 
of the Corporation shall have general supervision over the business of the 
Corporation, subject, however, to the control of the Board of Directors. The 
Chief Executive Officer shall preside at all meetings of the stockholders and 
at all meetings of the Board of Directors at which the Chairman (if there be 
one) is not present. The Chief Executive Officer may execute and deliver, in 
the name of the Corporation, powers of attorney, contracts, bonds and all 
other obligations and instruments.

           SECTION IV.5. CHAIRMAN OF THE BOARD. The Chairman of the Board of
Directors, if there be one, shall preside at all meetings of the stockholders
and the Board of Directors and shall have such other powers and duties as may
from time to time be assigned by the Board of Directors.

           SECTION IV.6. PRESIDENT. At the request of the Chief Executive 
Officer, or in the Chief Executive Officer's absence, at the request at the 
Board of Directors, the President, if there be one, shall perform all of the 
duties of the Chief Executive Officer and, in so performing, shall have all 
the powers of, and be subject to all restrictions upon, the Chief Executive 
Officer. The President may execute and deliver, in the name of the 
Corporation, powers of attorney, contracts, bonds and all other obligations 
and instruments. The President shall perform such other duties as from time 
to time may be assigned to the President by the Board of Directors or by the 
Chief Executive Officer.

           SECTION IV.7. VICE PRESIDENT. A Vice President may execute and 
deliver in the name of the Corporation contracts and other obligations and 
instruments pertaining to the regular course of the duties of said office, 
and shall have such other authority as from time to time may be assigned by 
the Board of Directors or the Chief Executive Officer.

           SECTION IV.8. TREASURER. The Treasurer shall in general have all 
duties incident to the position of Treasurer and such other duties as may be 
assigned by the Board of Directors or the Chief Executive Officer.

           SECTION IV.9. SECRETARY. The Secretary shall in general have all 
the duties incident to the office of Secretary and such other duties as may 
be assigned by the Board of Directors or the Chief Executive Officer.

           SECTION IV.10. ASSISTANT OFFICERS. Any assistant officer shall 
have such powers and duties of the officer such assistant officer assists as 
such officer or the Board of Directors shall from time to time prescribe.

                                    ARTICLE V

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                                 INDEMNIFICATION

           SECTION V.1. INDEMNITY. The Corporation shall indemnify any person 
who was or is a party or is threatened to be made a party to, or testifies 
in, any threatened, pending or completed action, suit or proceeding, whether 
civil, criminal, administrative or investigative in nature, by reason of the 
fact that such person is or was a director, officer, employee, agent, 
stockholder or a holder of any ownership interest in any stockholder of the 
Corporation (each, an "Indemnitee"), or is or was serving at the request of 
the Corporation as a director or officer of another corporation, partnership, 
joint venture, employee benefit plan, trust or other enterprise (an "Other 
Entity"), against expenses (including attorneys' fees and disbursements), 
judgments, fines and amounts paid in settlement actually and reasonably 
incurred by such person in connection with such action, suit or proceeding to 
the full extent permitted by law. Persons who are not Indemnitees of the 
Corporation may be similarly indemnified in respect of service to the 
Corporation or to an Other Entity at the request of the Corporation to the 
extent the Board at any time specifies that such persons are entitled to the 
benefits of this Article V, and the Corporation may enter into agreements 
with any such person for the purpose of providing for such indemnification.

           SECTION V.2. ADVANCEMENT OF EXPENSES. The Corporation shall, from 
time to time, reimburse or advance to any indemnitee or other person entitled 
to indemnification under this Article V the funds necessary for payment of 
expenses (including attorney's fees and disbursements) actually and 
reasonably incurred by such person in defending or testifying in a civil, 
criminal, administrative or investigative action, suit or proceeding; 
PROVIDED, HOWEVER, that the Corporation may pay such expenses in advance of 
the final disposition of such action, suit or proceeding upon receipt of an 
undertaking by or on behalf of such Indemnitee to repay such amount if it 
shall ultimately be determined by final judicial decision that such 
Indemnitee is not entitled to be indemnified by the Corporation against such 
expenses as authorized by this Article V, and the Corporation may enter into 
agreements with such persons for the purpose of providing for such advances.

           SECTION V.3. INSURANCE. The Corporation shall have the power to 
purchase and maintain insurance on behalf of any person who is or was an 
Indemnitee of the Corporation, or is or was serving at the request of the 
Corporation as a director, officer, employee or agent of an Other Entity 
against any liability asserted against such person and incurred by such 
person in any such capacity, or arising out of such person's status as such, 
whether or not the Corporation would have the power to indemnify such person 
against such liability under the provisions of this Article V or otherwise.

           SECTION V.4. RIGHTS NOT EXCLUSIVE. The rights to indemnification 
and reimbursement or advancement of expenses provided by, or granted pursuant 
to, 

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this Article V shall not be deemed exclusive of any other rights to which a 
person seeking indemnification or reimbursement or advancement of expenses 
may have or hereafter be entitled under any statute, the Certificate of 
Incorporation, these By-Laws, any agreement, any vote of stockholders or 
disinterested directors or otherwise, both as to action in his or her 
official capacity and as to action in another capacity while holding such 
office.

           SECTION V.5. CONTINUATION OF BENEFITS. The rights to indemnification
and reimbursement or advancement of expenses provided by, or granted pursuant
to, this Article V shall continue as to a person who has ceased to be an
Indemnitee (or other person indemnified hereunder) and shall inure to the
benefit of the executors, administrators, legatees and distributees of such
person.

           SECTION V.6. BINDING EFFECT. The provisions of this Article V shall
be a contract between the Corporation, on the one hand, and each Indemnitee who
serves in such capacity at any time while this Article V is in effect and any
other person indemnified hereunder, on the other hand, pursuant to which the
Corporation and each such Indemnitee or other person intend to be legally bound.
No repeal or modification of this Article V shall affect any rights or
obligations with respect to any state of facts then or theretofore existing or
thereafter arising or any proceeding theretofore or thereafter brought or
threatened based in whole or in part upon any such state of facts.

           SECTION V.7. PROCEDURAL RIGHTS. The rights to indemnification and
reimbursement or advancement of expenses provided by, or granted pursuant to,
this Article V shall be enforceable by any person entitled to such
indemnification or reimbursement or advancement of expenses in any court of
competent jurisdiction. The burden of proving that such indemnification or
reimbursement or advancement of expenses is not appropriate shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors, its independent legal counsel and its stockholders) to have made a
determination prior to the commencement of such action that such indemnification
or reimbursement or advancement of expenses is proper in the circumstances nor
an actual determination by the Corporation (including its Board of Directors,
its independent legal counsel and its stockholders) that such person is not
entitled to such indemnification or reimbursement or advancement of expenses
shall constitute a defense to the action or create a presumption that such
person is not so entitled. Such a person shall also be indemnified for any
expenses incurred in connection with successfully establishing his or her right
to such indemnification or reimbursement or advancement of expenses, in whole or
in part, in any such proceeding.

           SECTION V.8. SERVICE DEEMED AT CORPORATION'S REQUEST. Any Indemnitee
of the Corporation serving in any capacity for (a) another corporation of which
a majority of the shares entitled to vote in the election of its directors is
held, 

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directly or indirectly, by the Corporation or (b) any employee benefit plan 
of the Corporation or any corporation referred to in clause (a) shall be 
deemed to be doing so at the request of the Corporation.

           SECTION V.9. ELECTION OF APPLICABLE LAW. Any person entitled to be 
indemnified or to reimbursement or advancement of expenses as a matter of 
right pursuant to this Article V may elect to have the right to 
indemnification or reimbursement or advancement of expenses interpreted on 
the basis of the applicable law in effect at the time of the occurrence of 
the event or events giving rise to the applicable action, suit or proceeding, 
to the extent permitted by law, or on the basis of the applicable law in 
effect at the time such indemnification or reimbursement or advancement of 
expenses is sought. Such election shall be made, by a notice in writing to 
the Corporation, at the time indemnification or reimbursement or advancement 
of expenses is sought; PROVIDED, HOWEVER, that if no such notice is given, 
the right to indemnification or reimbursement or advancement of expenses 
shall be determined by the law in effect at the time indemnification or 
reimbursement or advancement of expenses is sought.

                                   ARTICLE VI
                                BOOKS AND RECORDS

           SECTION VI.1. LOCATION. The books and records of the Corporation may
be kept at such place or places within or outside the State of Delaware as the
Board of Directors or the respective officers in charge thereof may from time to
time determine. The record books containing the names and addresses of all
stockholders, the number and class of shares of stock held by each, and the
dates when they respectively became the owners of record thereof shall be kept
by the Secretary as prescribed in the By-Laws and by such officer or agent as
shall be designated by the Board of Directors.

           SECTION VI.2. ADDRESSES OF STOCKHOLDERS. Notices of meetings and 
all other corporate notices may be delivered personally or mailed to each 
stockholder at the stockholder's address as it appears on the records of the 
Corporation.

           SECTION VI.3. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF 
RECORD. (a) In order that the Corporation may determine the stockholders 
entitled to notice of or to vote at any meeting of stockholders or any 
adjournment thereof, the Board of Directors may fix a record date, which 
record date shall not precede the date upon which the resolution fixing the 
record date is adopted by the Board of Directors and which record date shall 
not be more than 60 nor less than 10 days before the date of such meeting. If 
no record date is fixed by the Board of Directors, the record date for 
determining the stockholders entitled to notice of or to vote at a meeting of 
stockholders shall be at the close of business on the day next preceding the 
day on which notice is 

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given, or, if notice is waived, at the close of business on the day next 
preceding the day on which the meeting is held. A determination of 
stockholders of record entitled to notice of or to vote at a meeting of 
stockholders shall apply to any adjournment of the meeting; PROVIDED, 
HOWEVER, that the Board of Directors may fix a new record date for the 
adjourned meeting.

           (b) In order that the Corporation may determine the stockholders 
entitled to consent to corporate action in writing without a meeting, the 
Board of Directors may fix a record date, which record date shall not precede 
the date upon which the resolution fixing the record date is adopted by the 
Board of Directors and which date shall not be more than 10 days after the 
date upon which the resolution fixing the record date is adopted by the Board 
of Directors. If no record date has been fixed by the Board of Directors, the 
record date for determining stockholders entitled to consent to corporate 
action in writing without a meeting, when no prior action by the Board of 
Directors is required, shall be the first date on which a signed written 
consent setting forth the action taken or proposed to be taken is delivered 
to the Corporation by delivery to its registered office in this State, its 
principal place of business, or an officer or agent of the Corporation having 
custody of the book in which proceedings of meetings of stockholders are 
recorded. Delivery made to the Corporation's registered office shall be by 
hand or by certified or registered mail, return receipt requested. If no 
record date has been fixed by the Board of Directors and prior action by the 
Board of Directors is required by this chapter, the record date for 
determining stockholders entitled to consent to corporate action in writing 
without a meeting shall be at the close of business on the day on which the 
Board of Directors adopts the resolution taking such prior action.

           (c) In order that the Corporation may determine the stockholders 
entitled to receive payment of any dividend or other distribution or 
allotment of any rights or the stockholders entitled to exercise any rights 
in respect of any change, conversion, or exchange of stock, or for the 
purpose of any other lawful action, the Board of Directors may fix a record 
date, which record date shall not precede the date upon which the resolution 
fixing the record date is adopted and which record date shall be not more 
than 60 days prior to such action. If no record date is fixed, the record 
date for determining stockholders for any such purpose shall be at the close 
of business on the day on which the Board of Directors adopts the resolution 
relating thereto.

                                   ARTICLE VII
                         CERTIFICATES REPRESENTING STOCK

           SECTION VII.1. CERTIFICATES; SIGNATURES. The shares of the 
Corporation shall be represented by certificates, provided that the Board of 
Directors of the Corporation may provide by resolution or resolutions that 
some or all of any or all 

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classes or series of its stock shall be uncertificated shares. Any such 
resolution shall not apply to shares represented by a certificate until such 
certificate is surrendered to the Corporation. Notwithstanding the adoption 
of such a resolution by the Board of Directors, every holder of stock 
represented by certificates and upon request every holder of uncertificated 
shares shall be entitled to have a certificate, signed by or in the name of 
the Corporation by the Chairman or Vice Chairman of the Board of Directors, 
or the President or Vice President, and by the Treasurer or an Assistant 
Treasurer, or the Secretary or an Assistant Secretary of the Corporation, 
representing the number of shares registered in certificate form. Any and all 
signatures on any such certificate may be facsimiles. 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 he were such officer, transfer 
agent, or registrar at the date of issue. The name of the holder of record of 
the shares represented thereby, with the number of such shares and the date 
of issue, shall be entered on the books of the Corporation.

           SECTION VII.2. TRANSFERS OF STOCK. Upon compliance with provisions
restricting the transfer or registration of transfer of shares of stock, if any,
shares of capital stock shall be transferable on the books of the Corporation
only by the holder of record thereof in person, or by duly authorized attorney,
upon surrender and cancellation of certificates for a like number of shares,
properly endorsed, and the payment of all taxes due thereon.

           SECTION VII.3. FRACTIONAL SHARES. The Corporation may, but shall not
be required to, issue certificates for fractions of a share where necessary to
effect authorized transactions, or the Corporation may pay in cash the fair
value of fractions of a share as of the time when those entitled to receive such
fractions are determined, or it may issue scrip in registered or bearer form
over the manual or facsimile signature of an officer of the Corporation or of
its agent, exchangeable as therein provided for full shares, but such scrip
shall not entitle the holder to any rights of a stockholder except as therein
provided.

           The Board of Directors shall have power and authority to make all
such rules and regulations as it may deem expedient concerning the issue,
transfer and registration of certificates representing shares of the
Corporation.

           SECTION VII.4. LOST, STOLEN OR DESTROYED CERTIFICATES. The 
Corporation may issue a new certificate of stock in place of any certificate 
theretofore issued by it that is alleged to have been lost, stolen, or 
destroyed, and the Board of Directors may require the owner of any allegedly 
lost, stolen, or destroyed certificate, or his legal representative, to give 
the Corporation a bond sufficient to indemnify the Corporation against any 
claim that may be made against it on account of the alleged 

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loss, theft or destruction of any such certificate or the issuance of any 
such new certificate.

                                  ARTICLE VIII
                                    DIVIDENDS

           SECTION VIII.1. Subject always to the provisions of law and the 
Certificate of Incorporation, the Board of Directors shall have full power to 
determine whether any, and, if any, what part of any, funds legally available 
for the payment of dividends shall be declared as dividends and paid to 
stockholders. The division of the whole or any part of such funds of the 
Corporation shall rest wholly within the lawful discretion of the Board of 
Directors, and it shall not be required at any time, against such discretion, 
to divide or pay any part of such funds among or to the stockholders as 
dividends or otherwise. Before payment of any dividend, there may be set 
aside out of any funds of the Corporation available for dividends such sum or 
sums as the Board of Directors from time to time, in its absolute discretion, 
thinks proper as a reserve or reserves to meet contingencies, or for 
equalizing dividends, or for repairing or maintaining any property of the 
Corporation, or for such other purpose as the Board of Directors shall 
determine to be in the best interests of the Corporation, and the Board of 
Directors may modify or abolish any such reserve in the manner in which it 
was created.

                                   ARTICLE IX
                                  RATIFICATION

           SECTION IX.1. Any transaction questioned in any law suit on the
ground of lack of authority, defective or irregular execution, adverse interest
of a director, officer, or stockholder, non-disclosure, miscomputation, or the
application of improper principles or practices of accounting, may be ratified
before or after judgment, by the Board of Directors or by the stockholders, and
if so ratified shall have the same force and effect as if the questioned
transaction had been originally duly authorized. Such ratification shall be
binding upon the Corporation and its stockholders and shall constitute a bar to
any claim or execution of any judgment in respect of such questioned
transaction.

                                    ARTICLE X
                                 CORPORATE SEAL

           SECTION X.1. The corporate seal shall have inscribed thereon the 
name of the Corporation and the year of its incorporation, and shall be in 
such form and contain such other words and/or figures as the Board of 
Directors shall determine. 

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The corporate seal may be used by printing, engraving, lithographing, 
stamping, or otherwise making, placing, or affixing, or causing to be 
printed, engraved, lithographed, stamped, or otherwise made, placed, or 
affixed, upon any paper or document, by any process whatsoever, an 
impression, facsimile, or other reproduction of said corporate seal.

                                   ARTICLE XI
                                   FISCAL YEAR

           SECTION XI.1. The fiscal year of the Corporation shall be fixed, and
shall be subject to change, by the Board of Directors. Unless otherwise fixed by
the Board of Directors, the fiscal year of the Corporation shall be the calendar
year.

                                   ARTICLE XII
                                WAIVER OF NOTICE

           SECTION XII.1. Whenever notice is required to be given by these 
By-Laws or by the Certificate of incorporation or by law, a written waiver 
thereof, signed by the person or persons entitled to said notice, whether 
before or after the time stated therein, shall be deemed equivalent to notice.

                                  ARTICLE XIII
                     BANK ACCOUNTS, DRAFTS, CONTRACTS, ETC.

           SECTION XIII.1. BANK ACCOUNTS AND DRAFTS. In addition to such bank 
accounts as may be authorized by the Board of Directors, the primary 
financial officer or any person designated by said primary financial officer, 
whether or not an employee of the Corporation, may authorize such bank 
accounts to be opened or maintained in the name and on behalf of the 
Corporation as may be deemed necessary or appropriate, payments from such 
bank accounts to be made upon and according to the check of the Corporation 
in accordance with the written instructions of said primary financial 
officer, or other person so designated by the Treasurer.

           SECTION XIII.2. CONTRACTS. The Board of Directors may authorize 
any person or persons, in the name and on behalf of the Corporation, to enter 
into or execute and deliver any and all deeds, bonds, mortgages, contracts, 
and other obligations or instruments, and such authority may be general or 
confined to specific instances.

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           SECTION XIII.3. PROXIES; POWERS OF ATTORNEY; OTHER INSTRUMENTS. 
The Chairman, the President or any other person designated by either of them 
shall have the power and authority to execute and deliver proxies, powers of 
attorney, and other instruments on behalf of the Corporation in connection 
with the rights and powers incident to the ownership of stock by the 
Corporation. The Chairman, the President or any other person authorized by 
proxy or power of attorney executed and delivered by either of them on behalf 
of the Corporation may attend and vote at any meeting of stockholders of any 
company in which the Corporation may hold stock, and may exercise on behalf 
of the Corporation any and all of the rights and powers incident to the 
ownership of such stock at any such meeting, or otherwise as specified in the 
proxy or power of attorney so authorizing any such person. The Board of 
Directors, from time to time, may confer like powers upon any other person.

           SECTION XIII.4. FINANCIAL REPORTS. The Board of Directors may 
appoint the primary financial officer or other fiscal officer and/or the 
Secretary or any other officer to cause to be prepared and furnished to 
stockholders entitled thereto any special financial notice and/or financial 
statement, as the case may be, which may be required by any provision of law.

                                   ARTICLE XIV
                                   AMENDMENTS

           SECTION XIV.1. The Board of Directors shall have power to adopt,
amend, or repeal by-laws. Any by-laws adopted by the Board of Directors may be
repealed or changed, and new by-laws made, by the stockholders, and the
stockholders may prescribe that any by-law made by them shall not be altered,
amended, or repealed by the Board of Directors.


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