AMENDED AND RESTATED BY-LAWS 
                                     OF
                         MAXXAM GROUP HOLDINGS INC.
                          (a Delaware corporation)

                              _______________

                                 ARTICLE I

                                STOCKHOLDERS


          1.   CERTIFICATES REPRESENTING STOCK.  Certificates representing
stock in the corporation shall be signed by, or in the name of, the
corporation by the Chairman or Vice Chairman of the Board of Directors, if
any, or by the President or a Vice President and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary of the
corporation.  Any or all of the signatures on any such certificate 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 he were such officer, transfer agent or registrar at the
date of issue.

          Whenever the corporation shall be authorized to issue more than
one class of stock or more than one series of any class of stock, and
whenever the corporation shall issue any shares of its stock as partly paid
stock, the certificates representing shares of any such class or series or
of any such partly paid stock shall set forth thereon the statements
prescribed by the General Corporation Law of the State of Delaware (the
"General Corporation Law").  Any restrictions on the transfer or
registration of transfer of any shares of stock of any class or series
shall be noted conspicuously on the certificate representing such shares.

          The corporation may issue a new certificate of stock or
uncertificated shares in place of any certificate theretofore issued by it,
alleged to have been lost, stolen or destroyed, and the Board of Directors
may require the owner of the 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 loss, theft or destruction of any such certificate
or the issuance of any such new certificate or uncertificated shares.

          2.   UNCERTIFICATED SHARES.  Subject to any conditions imposed by
the General Corporation Law, the Board of Directors of the corporation may
provide by resolution or resolutions that some or all of any or all classes
or series of the stock of the corporation shall be uncertificated shares. 
Within a reasonable time after the issuance or transfer of any
uncertificated shares, the corporation shall send to the registered owner
thereof any written notice prescribed by the General Corporation Law.

          3.   FRACTIONAL SHARE INTERESTS.  The corporation may, but shall
not be required to, issue fractions of a share.  If the corporation does
not issue fractions of a share, it shall (1) arrange for the disposition of
fractional interests by those entitled thereto, (2) 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 (3) issue scrip or warrants in registered
form (either represented by a certificate or uncertificated) or bearer form
(represented by a certificate) which shall entitle the holder to receive a
full share upon surrender of such scrip or warrants aggregating a full
share.  A certificate for a fractional share or an uncertificated
fractional share shall, but scrip or warrants shall not unless otherwise
provided therein, entitle the holder to exercise voting rights, to receive
dividends thereon, and to participate in any of the assets of the
corporation in the event of liquidation.  The Board of Directors may cause
scrip or warrants to be issued subject to the conditions that they shall
become void if not exchanged for certificates representing the full shares
or uncertificated full shares before a specified date, or subject to the
conditions that the shares for which scrip or warrants are exchangeable may
be sold by the corporation and the proceeds thereof distributed to the
holders of scrip or warrants, or subject to any other conditions which the
Board of Directors may impose.

          4.   STOCK TRANSFERS.  Upon compliance with provisions
restricting the transfer or registration of transfer of shares of stock, if
any, transfers or registration of transfers of shares of stock of the
corporation shall be made only on the stock ledger of the corporation by
the registered holder thereof, or by his attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary of the
corporation or with a transfer agent or a registrar, if any, and, in the
case of shares represented by certificates, on surrender of the certificate
or certificates for such shares of stock properly endorsed and the payment
of all taxes due thereon.

          5.   RECORD DATE FOR STOCKHOLDERS.  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 sixty nor less than
ten days before the date of such meeting.  If no record date is fixed by
the Board of Directors, the record date for determining 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
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.  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 ten 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 the
stockholders entitled to consent to corporate action in writing without a
meeting, when no prior action by the Board of Directors is required by the
General Corporation Law, 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 the State of
Delaware, 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 to action by the Board of Directors is required by the General
Corporation Law, 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.  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 sixty (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.

          6.   MEANING OF CERTAIN TERMS.  As used herein in respect of the
right to notice of a meeting of stockholders or a waiver thereof or to
participate or vote thereat or to consent or dissent in writing in lieu of
a meeting, as the case may be, the term "share" or "shares" or "share of
stock" or "shares of stock" or "stockholder" or "stockholders" refers to an
outstanding share or shares of stock and to a holder or holders of record
of outstanding shares of stock when the corporation is authorized to issue
only one class of shares of stock, and said reference is also intended to
include any outstanding share or shares of stock and any holder or holders
of record of outstanding shares of stock of any class upon which or upon
whom the certificate of incorporation confers such rights where there are
two or more classes or series of shares of stock or upon which or upon whom
the General Corporation Law confers such rights notwithstanding that the
certificate of incorporation may provide for more than one class or series
of shares of stock, one or more of which are limited or denied such rights
thereunder; provided, however, that no such right shall vest in the event
of an increase or a decrease in the authorized number of shares of stock of
any class or series which is otherwise denied voting rights under the
provisions of the certificate of incorporation, except as any provision of
law may otherwise require.

          7.   STOCKHOLDER MEETINGS

          TIME.  The annual meeting shall be held on the date and at the
time fixed, from time to time, by the directors, provided, that the first
annual meeting shall be held on a date within thirteen months after the
organization of the corporation, and each successive annual meeting shall
be held on a date within thirteen months after the date of the preceding
annual meeting.  A special meeting shall be held on the date and at the
time fixed by the directors.

          PLACE.  Annual meetings and special meetings shall be held at
such place, within or without the State of Delaware, as the directors may,
from time to time, fix.  Whenever the directors shall fail to fix such
place, the meeting shall be held at the registered office of the
corporation in the State of Delaware.

          CALL.  Annual meetings and special meetings may be called by the
directors or by any officer instructed by the directors to call the
meeting.

          NOTICE OR WAIVER OF NOTICE.  Written notice of all meetings shall
be given, stating the place, date, and hour of the meeting and stating the
place within the city or other municipality or community at which the list
of stockholders of the corporation may be examined.  The notice of an
annual meeting shall state that the meeting is called for the election of
directors and for the transaction of other business which may properly come
before the meeting, and shall (if any other action which could be taken at
a special meeting is to be taken at such annual meeting) state the purpose
or purposes.  The notice of a special meeting shall in all instances state
the purpose or purposes for which the meeting is called.  The notice of any
meeting shall also include, or be accompanied by, any additional
statements, information or documents prescribed by the General Corporation
Law.  Except as otherwise provided by the General Corporation Law, a copy
of the notice of any meeting shall be given, personally or by mail, not
less than ten (10) days nor more than sixty (60) days before the date of
the meeting, unless the lapse of the prescribed period of time shall have
been waived, and directed to each stockholder at his record address or at
such other address which he may have furnished by request in writing to the
Secretary of the corporation.  Notice by mail shall be deemed to be given
when deposited, with postage thereon prepaid, in the United States Mail. 
If a meeting is adjourned to another time, not more than thirty (30) days
hence, and/or to another place, and if an announcement of the adjourned
time and/or place is made at the meeting, it shall not be necessary to give
notice of the adjourned meeting unless the directors, after adjournment,
fix a new record date for the adjourned meeting.  Notice need not be given
to any stockholder who submits a written waiver of notice signed by him
before or after the time stated therein.  Attendance of a stockholder at a
meeting of stockholders shall constitute a waiver of notice of such
meeting, except when the stockholder attends the 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 stockholders need be specified in any written
waiver of notice.

          STOCKHOLDER LIST.  The officer who has charge of the stock ledger
of the corporation shall prepare and make, at least ten (10) days before
every meeting of stockholders, a complete list of the stockholders,
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, during ordinary business hours, for a period of at
least ten (10) days prior to the meeting, either at a place within the city
or other municipality or community 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 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 at any meeting of stockholders.

          CONDUCT OF MEETING.  Meetings of the stockholders shall be
presided over by one of the following officers in the order of seniority
and if present and acting--the Chairman of the Board, if any, the Vice
Chairman of the Board, if any, the President, a Vice President, or if none
of the foregoing is in office and present and acting, by a chairman to be
chosen by the stockholders.  The Secretary of the corporation, or in his
absence, an Assistant Secretary, shall act as secretary of every meeting,
but is neither the Secretary nor an Assistant Secretary is present the
Chairman of the meeting shall appoint a secretary of the meeting.

          PROXY REPRESENTATION.  Every stockholder may authorize another
person or persons to act for him by proxy in all matters in which a
stockholder is entitled to participate, whether by waiving notice of any
meeting, voting or participating at a meeting, or expressing consent or
dissent without a meeting.  Every proxy must be signed by the stockholder
or by his attorney-in-fact.  No proxy shall be voted or acted upon after
three (3) years from its date unless such proxy provides for a longer
period.  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 proxy may be made
irrevocable regardless of whether the interest with which it is coupled is
an interest in the stock itself or an interest in the corporation
generally. 

          INSPECTORS.  The 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
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 duties, shall take and sign an oath faithfully to execute
the duties of inspectors 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, 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 him or them and execute a certificate of
any fact found by him or them.  Except as otherwise required by subsection
(e) of Section 231 of the General Corporation Law, the provisions of that
Section shall not apply to the corporation.

          QUORUM.  The holders of a majority of the outstanding shares of
stock shall constitute a quorum at a meeting of stockholders for the
transaction of any business.  The stockholders present may adjourn the
meeting despite the absence of a quorum.

          VOTING.  Each share of stock shall entitle the holders thereof to
one vote.  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. Any other action shall be
authorized by a majority of the votes cast except where the General
Corporation Law prescribes a different percentage of votes and/or a
different exercise of voting power, and except as may be otherwise
prescribed by the provisions of the certificate of incorporation and these
By-Laws. In the election of directors, and for any other action, voting
need not be by ballot.

          8.   STOCKHOLDER ACTION WITHOUT MEETINGS.  Any action required by
the General Corporation Law to be taken at any annual or special meeting of
stockholders, or any action which may be taken at any annual or special
meeting of stockholders, may 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 outstanding stock having
not less than the minimum 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. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.
Action taken pursuant to this paragraph shall be subject to the provisions
of Section 228 of the General Corporation Law.

                                 ARTICLE II

                                 DIRECTORS


          1.   FUNCTIONS AND DEFINITION.  The business and affairs of the
corporation shall be managed by or under the direction of the Board of
Directors of the corporation.  The Board of Directors shall have the
authority to fix the compensation of the members thereof.  The use of the
phrase "whole board" herein refers to the total number of directors which
the corporation would have if there were no vacancies.

          2.   QUALIFICATIONS AND NUMBER.  A director need not be a
stockholder, a citizen of the United States, or a resident of the State of
Delaware.  The initial Board of Directors shall consist of three (3)
persons.  Thereafter the number of directors constituting the whole board
shall be at least one (1).  Subject to the foregoing limitation and except
for the first Board of Directors, such number may be fixed from time to
time by action of the stockholders or of the directors, or, if the number
is not fixed, the number shall be at least one (1).  The number of
directors may be increased or decreased by action of the stockholders or of
the directors.

          3.   ELECTION AND TERM.  The first Board of Directors, unless the
members thereof shall have been named in the certificate of incorporation,
shall be elected by the incorporator or incorporators and shall hold office
until the first annual meeting of stockholders and until their successors
are elected and qualified or until their earlier resignation or removal. 
Any director may resign at any time upon written notice to the corporation. 
Thereafter, 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.  Except as the General Corporation
Law may otherwise require, in the interim between annual meetings of
stockholders or of special meetings of stockholders called for the election
of directors and/or for the removal of one or more directors and for the
filling of any vacancy in that connection, newly created directorships and
any vacancies in the Board of Directors, including unfilled vacancies
resulting from the removal of directors for cause or without cause, may be
filled by the vote of a majority of the remaining directors then in office,
although less than a quorum, or by the sole remaining director.

          4.   MEETINGS.

          TIME.  Meetings shall be held at such time as the Board shall
fix, except that the first meeting of a newly elected Board shall be held
as soon after its election as the directors may conveniently assemble.

          PLACE.  Meetings shall be held at such place within or without
the State of Delaware as shall be fixed by the Board.

          CALL.  No call shall be required for regular meetings for which
the time and place have been fixed.  Special meetings may be called by or
at the direction of the Chairman of the Board, if any, of the Vice Chairman
of the Board, if any, of the President, or of a majority of the directors
in office.

          NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER.  No notice shall be
required for regular meetings for which the time and place have been fixed. 
Written, oral, or any other mode of notice of the time and place shall be
given for special meetings in sufficient time for the convenient assembly
of the directors thereat.  Notice need not be given to any director or to
any member of a committee of directors who submits a written waiver of
notice signed by him before or after the time stated therein. Attendance of
any such person at a meeting shall constitute a waiver of notice of such
meeting, except when he 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 directors need be specified in any written waiver of
notice.

          QUORUM AND ACTION.  A majority of the whole Board shall
constitute a quorum except when a vacancy or vacancies prevents such
majority, whereupon a majority of the directors in office shall constitute
a quorum, provided, that such majority shall constitute at least one-third
of the whole Board.  A majority of the directors present, whether or not a
quorum is present, may adjourn a meeting to another time and place.  Except
as herein otherwise provided, and except as otherwise provided by the
General Corporation Law, 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. 
The quorum and voting provisions herein stated shall not be construed as
conflicting with any provisions of the General Corporation Law and these
By-Laws which govern a meeting of directors held to fill vacancies and
newly created directorships in the Board or action of disinterested
directors.

          Any member or members of the Board of Directors or of any
committee designated by the Board, may participate in a meeting of the
Board, or any such committee, as the case may be, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other.

          CHAIRMAN OF THE MEETING.  The Chairman of the Board, if any and
if present and acting, shall preside at all meetings. Otherwise, the Vice
Chairman of the Board, if any and if present and acting, or the President,
if present and acting, or any other director chosen by the Board, shall
preside.

          5.   REMOVAL OF DIRECTORS.  Except as may otherwise be provided
by the General Corporation Law, any director or the entire Board of
Directors may be removed, with or without cause, by the holders of a
majority of the shares then entitled to vote at an election of directors.

          6.   COMMITTEES.  The Board of Directors may, by resolution
passed by a majority of the whole Board, designate one or more committees,
each committee to consist of one or more of the directors of the
corporation.  The Board may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member
at any meeting of the committee.  In the absence or disqualification of any
member of any such committee or committees, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he
or they constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in the place of any such absent or
disqualified member.  Any such committee, to the extent provided in the
resolution of the Board, shall have and may exercise the powers and
authority of the Board of Directors in the management of the business and
affairs of the corporation with the exception of any authority the
delegation of which is prohibited by Section 141 of the General Corporation
Law, and may authorize the seal of the corporation to be affixed to all
papers which may require it.

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

                                ARTICLE III

                                  OFFICERS

          The officers of the corporation shall consist of such officers as
may be appointed by the Board of Directors from time to time, including but
not limited to a President, a Secretary, and, if deemed necessary,
expedient, or desirable by the Board of Directors, a Chairman of the Board,
a Vice Chairman of the Board, an Executive Vice President, one or more
other Vice Presidents, a Treasurer, one or more Assistant Secretaries, one
or more Assistant Treasurers, and such other officers with such titles as
the resolution of the Board of Directors choosing them shall designate. 
Except as may otherwise be provided in the resolution of the Board of
Directors choosing him, no officer, other than the Chairman or Vice
Chairman of the Board, if any, need be a director.  Any number of offices
may be held by the same person, as the directors may determine.

          Unless otherwise provided in the resolution choosing him, each
officer shall be chosen for a term which shall continue until the meeting
of the Board of Directors following the next annual meeting of stockholders
and until his successor shall have been chosen and qualified.

          All officers of the corporation shall have such authority and
perform such duties in the management and operation of the corporation as
shall be prescribed in the resolutions of the Board of Directors
designating and choosing such officers and prescribing their authority and
duties, and shall have such additional authority and duties as are incident
to their office except to the extent that such resolutions may be
inconsistent therewith.  The Secretary or an Assistant Secretary of the
corporation shall record all of the proceedings of all meetings and actions
in writing of stockholders, directors, and committees of directors, and
shall exercise such additional authority and perform such additional duties
as the Board shall assign to him. Any officer may be removed, with or
without cause, by the Board of Directors. Any vacancy in any office may be
filled by the Board of Directors.

                                 ARTICLE IV
                       INDEMNIFICATION OF DIRECTORS,
                       OFFICERS, EMPLOYEES AND AGENTS

          1.   INDEMNIFICATION.  The corporation shall indemnify, to the
fullest extent authorized by the General Corporation Law, as the same exist
or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the corporation to provide
greater or broader indemnification rights than such law permitted the
corporation to provide prior to such amendment), any person who was or is a
part or is threatened to be made a party to any threatened, pending or
completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative (other than an action by or in the right
of the corporation) by reason of the fact that he is or was a director,
officer, employee, or agent of the corporation, or is or was serving at the
written request of the corporation as a director, officer, employee, or
agent of another corporation, partnership, joint venture, trust, or other
enterprise ( Proceeding ), against expenses (including attorneys  fees),
judgments, fines, and amounts actually and reasonably incurred by him in
connection with the Proceeding. 

          2.   ADVANCEMENT OF EXPENSES.  Reasonable expenses (including
attorneys  fees) incurred in defending a civil or criminal action, suit, or
proceeding described in the immediately preceding paragraph may be paid by
the corporation in advance of the final disposition of such action, suit,
or proceeding.

          3.   OTHER RIGHTS AND REMEDIES.  The indemnification and
advancement of expenses provided by, or granted pursuant to, this Article V
shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any
statute, by-law, agreement, vote of stockholders or disinterested
directors, or otherwise, both as to actions in their official capacity and
as to actions in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer, employee,
or agent and shall inure to the benefit of the heirs, executors, and
administrators of such a person.

          4.   INSURANCE.  The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the written
request of the corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other
enterprise, against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not
the corporation would have the power or would be required to indemnify him
against such liability under the provisions of this Article IV.

                                 ARTICLE V

                               CORPORATE SEAL

          The corporate seal shall be in such form as the Board of
Directors shall prescribe.

                                 ARTICLE VI

                                FISCAL YEAR

          The fiscal year of the corporation shall be fixed, and shall be
subject to change, by the Board of Directors.

                                ARTICLE VII

                            CONTROL OVER BY-LAWS

          Subject to the provisions of the certificate of incorporation and
the provisions of the General Corporation Law, the power to amend, alter,
or repeal these By-laws and to adopt new By-Laws may be exercised by the
Board of Directors or by the stockholders.