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                                    BY-LAWS

                                       OF

                                METALLURG, INC.

                            (A DELAWARE CORPORATION)

                                       I

                                  STOCKHOLDERS

     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.

     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.

     3.  Notice of Meetings.  Written notice of all meetings of the stockholders
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.

     4.  Stockholders 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 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.
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     5.   Quorum.  Except as otherwise provided by law or the Corporation's
Certificate of Incorporation, a quorum for the transaction of business at any
meeting of stockholders shall consist of the holders of record of a majority of
the issued and outstanding shares of the capital stock of the Corporation
entitled to vote at the meeting, present in person or by proxy. At all meetings
of the stockholders at which a quorum is present, all matters, except as
otherwise provided by law or the Certificate of Incorporation, shall be decided
by the vote of the holders of a majority of the shares entitled to vote thereat
present in person or by proxy. If there be no such quorum, the holders of a
majority of such shares so present or represented may adjourn the meeting from
time to time, without further notice, until a quorum shall have been obtained.
When a quorum is once present it is not broken by the subsequent withdrawal of
any stockholder.

     6.   Organization.  Meetings of stockholders shall be presided over by the
Chairman, if any, or if none or in the Chairman's absence the Vice-Chairman, if
any, or if none or in the Vice-Chairman's absence the President, if any, 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 to act as secretary of the meeting.

     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 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 the voting may but
need not be by ballot and a plurality of the votes cast there shall elect.
Except as otherwise required by law or the Certificate of Incorporation, any
other action shall be authorized by a majority of the votes cast.

     (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 a majority 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.

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     (c)  Where a separate vote by a class or classes, present in person or
represented by proxy, shall constitute a quorum entitled to vote on that
matter, the affirmative vote of the majority of shares of such class or classes
present in person or represented by proxy at the meeting shall be the act of
such class, unless otherwise provided in the Corporation's Certificate of
Incorporation.

     8.   Nomination of Directors.  Nominations for the election of directors
may be made by any stockholder entitled to vote in the election of directors
generally. However, any stockholder entitled to vote in the election of
directors generally may nominate one or more persons for election as directors
at a meeting only if timely notice of such stockholder's intent to make such
nomination or nominations has been given 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
fewer than 90 days prior to the meeting. Each such notice shall set forth (a)
the name and address of the stockholder who intends to make the nomination and
of the person or persons to be nominated, (b) a representation that the
stockholder is a holder of record of shares of the Corporation entitled to vote
for election of directors on the date of such notice and intends to appear in
person or by proxy at the meeting to nominate the person or persons specified
in the notice, (c) a description of all arrangements or understandings between
the stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the stockholder, (d) such other information regarding each nominee
proposed by such stockholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission, had the nominee been nominated, or intended to be nominated by the
Board of Directors, and (e) the consent of each nominee to serve as a director
of the Corporation if so elected.

     If the chairman of the meeting for the election of directors determines
that the nomination of any candidate for election as a director at such meeting
was not made in accordance with the applicable provisions of this Section 8,
such nomination shall be void.

     9.   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 persons 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

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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.

                                       II

                               BOARD OF DIRECTORS

     1.  General Powers.  The business, property and affairs of the Corporation
shall be managed by, or under the direction of, the Board of Directors.

     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 initially constituting the entire Board shall
be at least five (5) but no more than eleven (11), the number thereof to be
fixed from time to time by action of the stockholders or 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.

     3.  Quorum and Manner of Voting.  Except as otherwise provided by law, 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.

     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

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fixed by resolution of the Board of Directors, or as may be specified in the
notice of meeting.

     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.

     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.

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

     8.   Notice of Meetings. A notice of the place, date and time and purpose
or purposes of each meeting of the Board of Directors shall be given to each
director by mailing the same at least two days before the special meeting, or
by telegraphing or telephoning the same or by delivering the same personally
not later than the day before the day of the meeting.

     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.

     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 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.

     11.  Vacancies. Unless otherwise provided in these By-laws, 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.

     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




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directors consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board of Directors.


                                      III

                                   COMMITTEES

          1.   Appointment. 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.

          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.

          3.   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 of the committee consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the committee.

          4.   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.


                                       IV

                                    OFFICERS

          1.   Election and Qualifications. The Board of Directors shall elect
the officers of the Corporation, which shall include 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



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Assistant Secretaries, such Assistant Treasurers and such other officers as the
Board 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 President. Any two or more offices may be held by the
same person except the offices of President and Secretary.

     2.   Term of Office and Remuneration. 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.

     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 President or 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.

     4.   Chairman of the Board. The Chairman of the Board of Directors, if
there be one, shall preside at all meetings of 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.

     5.   President and Chief Executive Officer. The President shall be the
chief executive officer of the Corporation, and shall have such duties as
customarily pertain to that office. The President shall have general management
and supervision of the property, business and affairs of the Corporation and
over its other officers; may appoint and remove other officers and other agents
and employees; and may execute and deliver in the name of the Corporation
powers of attorney, contracts, bonds and other obligations and instruments.

     6.   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
President.

     7.   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 President.

     8.   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 President.


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     9. 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.

                                       V

                               BOOKS AND RECORDS

     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.

     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.

     (a) Fixing Date for Determination of Stockholders of Record. 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 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.

     (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

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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 date 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.


                                       VI

                        CERTIFICATES REPRESENTING STOCK


     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 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.

     2.  Transfer 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

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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.

     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.

     4.  Lost, Stolen or Destroyed Certificates.  The Corporation may issue a
new certificate of stock 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 any 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 issuance of any
such new certificate.

                                  ARTICLE VII

                                   DIVIDENDS

     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; and 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 think conducive to the interest of the Corporation, and the Board of
Directors may modify or abolish any such reserve in the manner in which it was
created.

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                                  ARTICLE VIII

                                  RATIFICATION

     Any transaction, questioned in any lawsuit on the ground of lack of
authority, defective or irregular execution, adverse interest of 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 IX

                                 CORPORATE SEAL

     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. 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 X

                                  FISCAL YEAR

     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 XI

                                WAIVER OF NOTICE

     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




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persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent to notice.


                                  ARTICLE XII

                     BANK ACCOUNTS, DRAFTS, CONTRACTS, ETC.
                     --------------------------------------


          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 he may deem 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.

          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.

          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.

          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.



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                                  ARTICLE XIII

                                   AMENDMENTS
                                   ----------


          The Board of Directors or the holders of record of a majority of the
issued and outstanding shares of capital stock of the Corporation shall have the
power to adopt, amend or repeal the By-laws. 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.









Revised 2/16/01








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