BY-LAWS

                                       OF

                          TITANIUM METALS CORPORATION

                             A Delaware Corporation

              As Amended and Restated Effective February 23, 1999


                                   ARTICLE I

                                    OFFICES

     Section 1.  Registered Office.  The registered office of the corporation in
the State of Delaware shall be located at Corporation Trust Center, 1209 Orange
Street, Wilmington, County of New Castle.  The name of the corporation's
registered agent at such address shall be The Corporation Trust Company.  The
registered office and/or registered agent of the corporation may be changed from
time to time by action of the board of directors.

     Section 2.  Other Offices.  The corporation may also have offices at such
other places, both within and without the State of Delaware, as the board of
directors may from time to time determine or the business of the corporation may
require.






<PAGE>

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     Section 1.   Place and Time of Meetings.  An annual meeting of the
stockholders for the purpose of electing directors and conducting such other
proper business as may come before the meeting.  The date, time and place of the
annual meeting shall be determined by the chairman of the board or the chief
executive officer of the corporation; provided, that if neither the chairman of
the board nor the chief executive officer acts, the board of directors shall
determine the date, time and place of such meeting.

     Section 2.  Special Meetings.  Special meetings of stockholders may be
called for any purpose and may be held at such time and place, within or without
the State of Delaware, as shall be stated in a notice of meeting or in a duly
executed waiver of notice thereof.  Such meetings may be called at any time by
the board of directors, the chairman of the board or the chief executive officer
and shall be called by the chief executive officer upon the written request of
holders of shares entitled to cast not less than 20 percent of the votes at the
meeting, such written request shall state the purpose or purposes of the meeting
and shall be delivered to the chief executive officer.  On such written request,
the chief executive officer shall fix a date and time for such meeting within
thirty (30) days of the date requested for such meeting in such written request.


     Section 3.  Place of Meetings.  The board of directors may designate any
place, either within or without the State of Delaware, as the place of meeting
for any annual meeting or for any special meeting called by the board of
directors.  If no designation is made, or if a special meeting be otherwise
called, the place of meeting shall be the principal executive office of the
corporation.

<PAGE>

     Section 4.  Notice.  Whenever stockholders are required or permitted to
take action at a meeting, written or printed notice stating the place, date,
time, and, in the case of special meetings, the purpose or purposes, of such
meeting, shall be given to each stockholder entitled to vote at such meeting not
less than 10 nor more than 60 days before the date of the meeting.  All such
notices shall be delivered, either personally or by mail, by or at the direction
of the board of directors, the chairman of the board, the chief executive
officer or the secretary, and if mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, postage prepaid, addressed
to the stockholder at his, her or its address as the same appears on the records
of the corporation.  Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends 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.

     Section 5.  Stockholders List.  The officer having charge of the stock
ledger of the corporation shall make, at least 10 days before every meeting of
the stockholders, a complete list of the stockholders entitled to vote at such
meeting arranged in alphabetical order, 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 10 days
prior to the meeting, either at a place within the city where the meeting is to
be held, which place shall be specified in the notice of the meeting or, if not
so specified, at the place where the meeting is to be held. The list shall also
be produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

     Section 6.  Quorum.  At any meeting of stockholders, the holders of a
majority of the shares of capital stock entitled to vote at such meeting,
present in person or represented by proxy, shall constitute a quorum, except as
otherwise provided by statute or by the certificate of incorporation.  If a
<PAGE>

quorum is not present, the holders of a majority of the shares present in person
or represented by proxy at the meeting, and entitled to vote at the meeting, may
adjourn the meeting to another time and/or place.  When a specified item of
business requires a vote by a class or series (if the corporation shall then
have outstanding shares of more than one class or series) voting as a class, the
holders of a majority of the shares of such class or series shall constitute a
quorum (as to such class or series) for the transaction of such item of busi-
ness.

     Section 7.  Adjourned Meetings.  When a meeting is adjourned to another
time and place, notice need not be given of the adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken.  At the adjourned meeting the corporation may transact any business which
might have been transacted at the original meeting.  If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

     Section 8.  Vote Required.  When a quorum is present, 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, unless the question is one upon which by express provisions of an
applicable law or of the certificate of incorporation a different vote is
required, in which case such express provision shall govern and control the
decision of such question.  Where a separate vote by class is required, the
affirmative vote of the majority of shares of such class present in person or
represented by proxy at the meeting shall be the act of such class.

     Section 9.  Voting Rights.  Except as otherwise provided by the General
Corporation Law of the State of Delaware or by the certificate of incorporation
of the corporation or any amendments thereto and subject to Section 3 of Article
VI hereof, every stockholder shall at every meeting of the stockholders be enti-
<PAGE>

tled to one vote in person or by proxy for each share of common stock held by
such stockholder.

     Section 10.  Proxies.  Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him or her
by proxy, but no such proxy shall be voted or acted upon after three years from
its date, unless the proxy provides for a longer period.

     Section 11.  Action by Written Consent.  Unless otherwise provided in the
certificate of incorporation, any action required to be taken at any annual or
special meeting of stockholders of the corporation, or any action which may be
taken at any annual or special meeting of such stockholders, may be taken
without a meeting, without prior notice and without a vote, if a consent or
consents in writing, setting forth the action so taken and bearing the dates of
signature of the stockholders who signed the consent or consents, 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 and
shall be delivered to the corporation by delivery to its registered office in
the state of Delaware, or the corporation's principal place of business, or an
officer or agent of the corporation having custody of the book or books in which
proceedings of meetings of the stockholders are recorded.  Delivery made to the
corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested.  All consents properly delivered in accordance
with this section shall be deemed to be recorded when so delivered.  No written
consent shall be effective to take the corporate action referred to therein
unless, within sixty days of the earliest dated consent delivered to the
corporation as required by this section, written consents signed by the holders
of a sufficient number of shares to take such corporate action are so recorded.
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
<PAGE>

consented in writing.  Any action taken pursuant to such written consent or
consents of the stockholders shall have the same force and effect as if taken by
the stockholders at a meeting thereof.

     Section 12.  Confidential Voting.  All proxies, ballots and vote
tabulations that identify the particular vote of a stockholder shall be kept
confidential, except that disclosure may be made (i) to allow the inspectors to
certify the results of the vote; (ii) as necessary to meet applicable legal
requirements, including the pursuit or defense of judicial actions; or (iii)
when expressly requested by such stockholder.  Proxy cards shall be returned in
envelopes addressed to the inspectors, which shall receive, inspect and tabulate
the proxies.  Comments written on proxies, consents or ballots shall be
transcribed and provided to the secretary of the corporation with the name and
address of the stockholder.  The vote of the stockholder shall not be disclosed
at the time any such comment is provided to the secretary except where such vote
is included in the comment or disclosure is necessary, in the opinion of the
inspector, for an understanding of the comment.  Nothing in this by-law shall
prohibit the inspector from making available to the corporation, during the
period prior to any annual or special meeting, information as to which
stockholders have not voted and periodic status reports on the aggregate vote.


                                  ARTICLE III

                                   DIRECTORS

     Section 1.  General Powers.  The business and affairs of the corporation
shall be managed by or under the direction of the board of directors.

     Section 2.     Number, Election and Term of Office.  The board of directors
shall consist of at least three but not more than seventeen members, the exact
number thereof to be fixed from time to time by the board of directors pursuant
<PAGE>

to a resolution adopted by a majority of the entire board of directors.  The
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 in the
election of directors.  The directors shall be elected in this manner at the
annual meeting of the stockholders, except as provided in Section 4 of this
Article III.  Each director elected shall hold office until his or her successor
is duly elected and qualified or until his or her earlier death, resignation or
removal as hereinafter provided.

     Section 3.  Removal and Resignation.  Any director or the entire board of
directors may be removed at any time, with or without cause, by the holders of a
majority of the shares then entitled to vote at an election of directors.
Whenever the holders of any class or series are entitled to elect one or more
directors by the provisions of the corporation's certificate of incorporation,
the provisions of this section shall apply, in respect to the removal without
cause of a director or directors so elected, to the vote of the holders of the
outstanding shares of that class or series and not to the vote of the
outstanding shares as a whole.

     Section 4.  Vacancies.  Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority of the directors then in office, though less than a quorum, or by a
sole remaining director; provided, that (a) in the event the holders of a
majority of the shares then entitled to vote to remove a director (as provided
in Section 3 of Article III of these by-laws), as a part of such removal such
majority shall also be entitled to elect a replacement therefor, and (b) if any
such vacancy has not been filled by the remaining directors within seven days of
the date such vacancy was created, the holders of a majority of the shares then
entitled to vote may fill such vacancy.  Each director so chosen shall hold
office until a successor is duly elected and qualified or until his or her
earlier death, resignation or removal as herein provided.  Whenever holders of
any class or classes of stock or series thereof are entitled to elect one or
<PAGE>

more directors by the provisions of the certificate of incorporation, vacancies
and newly created directorships of such class or classes or series may be filled
by a majority of the directors elected by such class or classes or series
thereof then in office, or by a sole remaining director so elected.

     Section 5.  Annual Meetings.  The annual meeting of each newly elected
board of directors shall be held without other notice than this by-law
immediately after, and at the same place as, the annual meeting of stockholders.

     Section 6.  Other Meetings and Notice.  Regular meetings, other than the
annual meeting, of the board of directors may be held without notice at such
time and at such place as shall from time to time be determined by resolution of
the board.  Special meetings of the board of directors may be called by or at
the request of the chairman of the board or the chief executive officer on at
least 24 hours notice to each director, either personally, by telephone, by
mail, by facsimile or by telegraph; in like manner and on like notice the chief
executive officer must call a special meeting on the written request of at least
two (2) of the directors.

     Section 7.  Quorum, Required Vote and Adjournment.  A majority of the total
number of directors shall constitute a quorum for the transaction of business.
The vote of a majority of directors present at a meeting at which a quorum is
present shall be the act of the board of directors.  If a quorum shall not be
present at any meeting of the board of directors, the directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

     Section 8.  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 or other
persons, which to the extent provided in such resolution or these by-laws shall
have and may exercise the powers of the board of directors in the management and
<PAGE>

affairs of the corporation except as otherwise limited by law.  The board of
directors may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee.  Such committee or committees shall have such name or names as
may be determined from time to time by resolution adopted by the board of
directors.  Each committee shall keep regular minutes of its meetings and report
the same to the board of directors when required.

     Section 9.  Committee Rules.  Each committee of the board of directors may
fix its own rules of procedure and shall hold its meetings as provided by such
rules, except as may otherwise be provided by a resolution of the board of
directors designating such committee.  Unless otherwise provided in such a
resolution, the presence of at least a majority of the members of the committee
shall be necessary to constitute a quorum.  In the event that a member and that
member's alternate, if alternates are designated by the board of directors as
provided in Section 8 of this Article III, of such committee is or are absent or
disqualified, the member or members thereof present at any meeting and not
disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the board of directors to act
at the meeting in place of any such absent or disqualified member.

     Section 10.  Communications Equipment.  Members of the board of directors
or any committee thereof may participate in and act at any meeting of such board
or committee through the use of a conference telephone or other communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in the meeting pursuant to this section shall
constitute presence in person at the meeting.

     Section 11.  Waiver of Notice and Presumption of Assent.  Any member of the
board of directors or any committee thereof who is present at a meeting shall be
conclusively presumed to have waived notice of such meeting except when such
member attends for the express purpose of objecting at the beginning of the
<PAGE>

meeting to the transaction of any business because the meeting is not lawfully
called or convened.  Such member shall be conclusively presumed to have assented
to any action taken unless his or her dissent shall be entered in the minutes of
the meeting or unless his or her written dissent to such action shall be filed
with the person acting as the secretary of the meeting before the adjournment
thereof or shall be forwarded by registered mail to the secretary of the
corporation immediately after the adjournment of the meeting.  Such right to
dissent shall not apply to any member who voted in favor of such action.

     Section 12.  Action by Written Consent.  Unless otherwise restricted by the
certificate of incorporation, any action required or permitted to be taken at
any meeting of the board of directors, or of any committee thereof, may be taken
without a meeting if all 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 IV

                                    OFFICERS

     Section 1.  Number.  The officers of the corporation shall be elected by
the board of directors and shall consist of a chairman of the board, a chief
executive officer, a president, one or more vice presidents, a secretary, a
treasurer, and such other officers and assistant officers as may be deemed
necessary or desirable by the board of directors.  Any number of offices may be
held by the same person except that neither the chairman of the board nor the
president shall also hold the office of secretary.  In its discretion, the board
of directors may choose not to fill any office for any period as it may deem
advisable.


<PAGE>

     Section 2.  Election and Term of Office.  The officers of the corporation
shall be elected annually by the board of directors at its first meeting held
after each annual meeting of stockholders or as soon thereafter as conveniently
may be.  Vacancies may be filled or new offices created and filled at any
meeting of the board of directors.  Each officer shall hold office until a
successor is duly elected and qualified or until his or her earlier death,
resignation or removal as hereinafter provided.

     Section 3.  Removal.  Any officer or agent elected by the board of
directors may be removed by the board of directors or the chairman of the board
whenever in its or his judgment the best interests of the corporation would be
served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed.

     Section 4.  Vacancies.  Any vacancy occurring in any office because of
death, resignation, removal, disqualification or otherwise, may be filled by the
board of directors for the unexpired portion of the term by the board of
directors then in office.

     Section 5.  Compensation.  Compensation of all officers shall be fixed by
the board of directors, and no officer shall be prevented from receiving such
compensation by virtue of his or her also being a director of the corporation.

     Section 6.  Chairman of the Board.  The chairman of the board shall preside
at all meetings of the board of directors and stockholders, may exercise all of
the powers of the chief executive officer or president and shall have such other
powers and perform such other duties as may be prescribed by the board of
directors or provided in these by-laws.  Whenever the chief executive officer or
president is unable to serve, by reason of sickness, absence or otherwise, the
chairman of the board shall perform all the duties and responsibilities thereof.


<PAGE>

     Section 7.  The Chief Executive Officer.  The chief executive officer shall
be the chief executive officer of the corporation and, subject to the powers of
the board of directors and the chairman of the board, shall have general charge
of the business, affairs and property of the corporation, and control over its
officers, agents and employees and shall see that all orders and resolutions of
the board of directors are carried into effect.  The chief executive officer
shall have such other powers and perform such other duties as may be prescribed
by the chairman of the board or the board of directors or as may be provided in
these by-laws.

     Section 8.  The President.   The president shall have such powers and
perform such duties as may be prescribed by the chairman of the board, the board
of directors, or these by-laws.

     Section 9.  Vice Presidents.  The vice president, or if there shall be more
than one, the vice presidents in the order determined by the board of directors,
shall, in the absence or disability of the president, act with all of the powers
and be subject to all the restrictions of the president.  The vice presidents
shall also perform such other duties and have such other powers as the board of
directors, the chairman of the board, the chief executive officer or these by-
laws may, from time to time, prescribe.

     Section 10.  The Secretary and Assistant Secretaries.  The secretary shall
attend all meetings of the board of directors, all meetings of the committees
thereof and all meetings of the stockholders and record all the proceedings of
the meetings in a book or books to be kept for that purpose.  Under the chief
executive officer's supervision, the secretary shall give, or cause to be given,
all notices required to be given by these by-laws or by law; shall have such
powers and perform such duties as the board of directors, the chairman of the
board, the chief executive officer or these by-laws may, from time to time,
prescribe; and shall have custody of the corporate seal of the corporation.  The
secretary, or an assistant secretary, shall have authority to affix the
<PAGE>

corporate seal to any instrument requiring it and when so affixed, it may be
attested by his or her signature or by the signature of such assistant
secretary.  The board of directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing by his
or her signature.  The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors, shall,
in the absence or disability of the secretary, perform the duties and exercise
the powers of the secretary and shall perform such other duties and have such
other powers as the board of directors, the chairman of the board, the chief
executive officer, or secretary may, from time to time, prescribe.

     Section 11.  The Treasurer and Assistant Treasurer.  The treasurer shall
have the custody of the corporate funds and securities; shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
corporation; shall deposit all monies and other valuable effects in the name and
to the credit of the corporation as may be ordered by the board of directors;
shall cause the funds of the corporation to be disbursed when such disbursements
have been duly authorized, taking proper vouchers for such disbursements; and
shall render to the chief executive officer and the board of directors, at its
regular meeting or when the board of directors so requires, an account of the
corporation; shall have such powers and perform such duties as the board of
directors, the chairman of the board, the chief executive officer or these by-
laws may, from time to time, prescribe.  If required by the board of directors,
the treasurer shall give the corporation a bond (which shall be rendered every
six years) in such sums and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of the office of treasurer and for the restoration to the corporation, in
case of death, resignation, retirement, or removal from office, of all books,
papers, vouchers, money, and other property of whatever kind in the possession
or under the control of the treasurer belonging to the corporation.  The
assistant treasurer, or if there shall be more than one, the assistant
treasurers in the order determined by the board of directors, shall in the
<PAGE>

absence or disability of the treasurer, perform the duties and exercise the
powers of the treasurer.  The assistant treasurers shall perform such other
duties and have such other powers as the board of directors, the chairman of the
board, the chief executive officer or treasurer may, from time to time,
prescribe.

     Section 12.  Other Officers, Assistant Officers and Agents.  Officers,
assistant officers and agents, if any, other than those whose duties are
provided for in these by-laws, shall have such authority and perform such duties
as may from time to time be prescribed by resolution of the board of directors.

     Section 13.  Absence or Disability of Officers.  In the case of the absence
or disability of any officer of the corporation and of any person hereby
authorized to act in such officer's place during such officer's absence or
disability, the board of directors may by resolution delegate the powers and
duties of such officer to any other officer or to any director, or to any other
person whom it may select.


                                   ARTICLE V

               INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

     Section 1.  Nature of Indemnity.  Each person who was or is made a party or
is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director, officer,
employee or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee, fiduciary, or agent of another
corporation or of a partnership, joint venture, trust or other enterprise, shall
be indemnified and held harmless by the corporation unless prohibited from doing
<PAGE>

so by the General Corporation Law of the State of Delaware, as the same exists
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 broader
indemnification rights than said law permitted the corporation to provide prior
to such amendment) against all expense, liability and loss (including attorneys'
fees actually and reasonably incurred by such person in connection with such
proceeding) and such indemnification shall inure to the benefit of his or her
heirs, executors and administrators; provided, however, that, except as provided
in Section 2 hereof, the corporation shall indemnify any such person seeking
indemnification in connection with a proceeding initiated by such person only if
such proceeding was authorized by the board of directors of the corporation.

     Section 2.  Procedure for Indemnification of Directors and Officers.  Any
indemnification of a director or officer of the corporation under Section 1 of
this Article V or advance of expenses under Section 5 of this Article V shall be
made promptly, and in any event within 30 days, upon the written request of the
director or officer.  If a determination by the corporation that the director or
officer is entitled to indemnification pursuant to this Article V is required,
and the corporation fails to respond within sixty days to a written request for
indemnity, the corporation shall be deemed to have approved the request.  If the
corporation denies a written request for indemnification or advancing of
expenses, in whole or in part, or if payment in full pursuant to such request is
not made within 30 days, the director or officer may petition any court of
competent jurisdiction to determine his or her right to indemnification or
advances pursuant to this Article V.  Such person's costs and expenses incurred
in connection with successfully establishing his or her right to
indemnification, in whole or in part, in any such action shall also be
indemnified by the corporation.  It shall be a defense to any such action (other
than an action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking,
if any, has been tendered to the corporation) that the claimant has not met the
standards of conduct which make it permissible under the General Corporation Law
<PAGE>

of the State of Delaware for the corporation to indemnify the claimant for the
amount claimed, but the burden of such defense shall be on the corporation.
Neither the failure of the corporation (including its board of directors,
independent legal counsel, or its stockholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant is
permissible in the circumstances because he or she has met the applicable
standard of conduct set forth in the General Corporation Law of the State of
Delaware, nor an actual determination by the corporation (including its board of
directors, independent legal counsel, or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.

     Section 3.  Article Not Exclusive.  The rights to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Article V shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute,
provision of the certificate of incorporation, by-law, agreement, vote of
stockholders or disinterested directors or otherwise.

     Section 4.  Insurance.  The corporation may purchase and maintain insurance
on its own behalf and on behalf of any person who is or was a director, officer,
employee, fiduciary, or agent of the corporation or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him or her and incurred by him or her in any such
capacity, whether or not the corporation would have the power to indemnify such
person against such liability under this Article V.

     Section 5.  Expenses.  Expenses incurred by any person described in Section
1 of this Article V in defending a proceeding shall be paid by the corporation
in advance of such proceeding's final disposition upon receipt of an undertaking
<PAGE>

by or on behalf of the director or officer to repay such amount if it shall
ultimately be determined that he or she is not entitled to be indemnified by the
corporation.  Such expenses incurred by other employees and agents shall be so
paid upon such terms and conditions, if any, as the board of directors deems
appropriate.

     Section 6.  Employees and Agents.  Persons who are not covered by the
foregoing provisions of this Article V and who are or were employees or agents
of the corporation, or who are or were serving at the request of the corporation
as employees or agents of another corporation, partnership, joint venture, trust
or other enterprise, may be indemnified to the extent authorized at any time or
from time to time by the board of directors.

     Section 7.  Contract Rights.  The provisions of this Article V shall be
deemed to be a contract right between the corporation and each director or
officer who serves in any such capacity at any time while this Article V and the
relevant provisions of the General Corporation Law of the State of Delaware or
other applicable law are in effect, and any repeal or modification of this
Article V or any such law shall not affect any rights or obligations then
existing with respect to any state of facts or proceeding then existing.  The
adoption of this Article V shall not abridge or limit any rights of any person
otherwise entitled to indemnification from the corporation pursuant to any prior
by-law provision, resolution of the directors, contract or otherwise.

     Section 8.  Merger or Consolidation.  For purposes of this Article V,
references to "the corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, and employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
<PAGE>

officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under this Article V
with respect to the resulting or surviving corporation as he or she would have
with respect to such constituent corporation if its separate existence had
continued.


                                   ARTICLE VI

                             CERTIFICATES OF STOCK

     Section 1.  Form.  Every holder of stock in the corporation shall be
entitled to have a certificate, signed by, or in the name of the corporation by
the chairman of the board, chief executive officer, president or a vice
president and the secretary or an assistant secretary of the corporation,
certifying the number of shares owned by such holder in the corporation.  If
such a certificate is countersigned (1) by a transfer agent or an assistant
transfer agent other than the corporation or its employee or (2) by a registrar,
other than the corporation or its employee, the signature of any such chairman
of the board, chief executive officer, president, vice president, secretary, or
assistant secretary may be facsimiles.  In case any officer or officers who have
signed, or whose facsimile signature or signatures have been used on, any such
certificate or certificates shall cease to be such officer or officers of the
corporation whether because of death, resignation or otherwise before such
certificate or certificates have been delivered by the corporation, such
certificate or certificates may nevertheless be issued and delivered as though
the person or persons who signed such certificate or certificates or whose
facsimile signature or signatures have been used thereon had not ceased to be
such officer or officers of the corporation.  All certificates for shares shall
be consecutively numbered or otherwise identified.  The name of the person to
whom the shares represented thereby are issued, with the number of shares and
date of issue, shall be entered on the books of the corporation.  Shares of
<PAGE>

stock of the corporation shall only be transferred on the books of the
corporation by the holder of record thereof or by such holder's attorney duly
authorized in writing, upon surrender to the corporation of the certificate or
certificates for such shares endorsed by the appropriate person or persons, with
such evidence of the authenticity of such endorsement, transfer, authorization,
and other matters as the corporation may reasonably require, and accompanied by
all necessary stock transfer stamps.  In that event, it shall be the duty of the
corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate or certificates, and record the transaction on its books.
The board of directors may appoint a bank or trust company organized under the
laws of the United States or any state thereof to act as its transfer agent or
registrar, or both in connection with the transfer of any class or series of
securities of the corporation.

     Section 2.  Lost Certificates.  The board of directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates previously issued by the corporation alleged to have been lost,
stolen, or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen, or destroyed.  When
authorizing such issue of a new certificate or certificates, the board of
directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen, or destroyed certificate or
certificates, or his or her legal representative, to give the corporation a bond
sufficient to indemnify the corporation against any claim that may be made
against the corporation on account of the loss, theft or destruction of any such
certificate or the issuance of such new certificate.

     Section 3.  Fixing a Record Date for Stockholder Meetings.  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
<PAGE>

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 the close of business on the
next day 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.

     Section 4.  Fixing a Record Date for Action by Written Consent.  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 stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the board of directors is required by
statute, 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 action by the board of directors is required by
statute, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting shall be at the close of business

<PAGE>

on the day on which the board of directors adopts the resolution taking such
prior action.

     Section 5.  Fixing a Record Date for Other Purposes.  In order that the
corporation may determine the stockholders entitled to receive payment of any
dividend or other distribution or allotment or any rights or the stockholders
entitled to exercise any rights in respect of any change, conversion or exchange
of stock, or for the purposes 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 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.

     Section 6.  Registered Stockholders.  Prior to the surrender to the
corporation of the certificate or certificates for a share or shares of stock
with a request to record the transfer of such share or shares, the corporation
may treat the registered owner as the person entitled to receive dividends, to
vote, to receive notifications, and otherwise to exercise all the rights and
powers of an owner.  The corporation shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof.

     Section 7.  Subscriptions for Stock.  Unless otherwise provided for in the
subscription agreement, subscriptions for shares shall be paid in full at such
time, or in such installments and at such times, as shall be determined by the
board of directors.  Any call made by the board of directors for payment on
subscriptions shall be uniform as to all shares of the same class or as to all
shares of the same series.  In case of default in the payment of any installment
or call when such payment is due, the corporation may proceed to collect the
amount due in the same manner as any debt due the corporation.
<PAGE>



                                  ARTICLE VII

                               GENERAL PROVISIONS

     Section 1.  Dividends.  Dividends upon the capital stock of the
corporation, subject to the provisions of the certificate of incorporation, if
any, may be declared by the board of directors at any regular or special
meeting, pursuant to law.  Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the certificate of
incorporation.  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
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or any other purpose
and the directors may modify or abolish any such reserve in the manner in which
it was created.

     Section 2.  Checks, Drafts or Orders.  All checks, drafts, or other orders
for the payment of money by or to the corporation and all notes and other
evidences of indebtedness issued in the name of the corporation shall be signed
by such officer or officers, agent or agents of the corporation, and in such
manner, as shall be determined by resolution of the board of directors or a duly
authorized committee thereof.

     Section 3.  Contracts.  The board of directors may authorize any officer or
officers, or any agent or agents, of the corporation to enter into any contract
or to execute and deliver any instrument in the name of and on behalf of the
corporation, and such authority may be general or confined to specific
instances.

<PAGE>

     Section 4.  Loans.  The corporation may lend money to, or guarantee any
obligation of, or otherwise assist any officer or other employee of the
corporation or of its subsidiary, including any officer or employee who is a
director of the corporation or its subsidiary, whenever, in the judgment of the
directors, such loan, guaranty or assistance may reasonably be expected to
benefit the corporation.  The loan, guaranty or other assistance may be with or
without interest, and may be unsecured, or secured in such manner as the board
of directors shall approve, including, without limitation, a pledge of shares of
stock of the corporation.  Nothing in this section contained shall be deemed to
deny, limit or restrict the powers of guaranty or warranty of the corporation at
common law or under any statute.

     Section 5.  Fiscal Year.  The fiscal year of the corporation shall be fixed
by resolution of the board of directors.

     Section 6.  Corporate Seal.  The board of directors shall provide a
corporate seal that shall be in the form of a circle and shall have inscribed
thereon the name of the corporation and the words "Corporate Seal, Delaware".
The seal may be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise.

     Section 7.  Voting Securities Owned by Corporation.  Voting securities in
any other corporation held by the corporation shall be voted by the chairman of
the board or the chief executive officer, unless the board of directors
specifically confers authority to vote with respect thereto, which authority may
be general or confined to specific instances, upon some other person or officer.
Any person authorized to vote securities shall have the power to appoint
proxies, with general power of substitution.

     Section 8.  Inspection of Books and Records.  Any stockholder of record, in
person or by attorney or other agent, shall, upon written demand under oath
stating the purpose thereof, have the right during the usual hours for business
<PAGE>

to inspect for any proper purpose the corporation's stock ledger, a list of its
stockholders, and its other books and records, and to make copies or extracts
therefrom.  A proper purpose shall mean any purpose reasonably related to such
person's interest as a stockholder.  In every instance where an attorney or
other agent shall be the person who seeks the right to inspection, the demand
under oath shall be accompanied by a power of attorney or such other writing
which authorizes the attorney or other agent to so act on behalf of the
stockholder.  The demand under oath shall be directed to the corporation at its
registered office in the State of Delaware or at its principal place of
business.

     Section 9.  Section Headings.  Section headings in these by-laws are for
convenience of reference only and shall not be given any substantive effect in
limiting or otherwise construing any provision herein.

     Section 10.  Inconsistent Provisions.  In the event that any provision of
these by-laws is or becomes inconsistent with any provision of the certificate
of incorporation, the General Corporation Law of the State of Delaware or any
other applicable law, the provision of these by-laws shall not be given any
effect to the extent of such inconsistency but shall otherwise be given full
force and effect.


                                  ARTICLE VIII

                                   AMENDMENTS

     These by-laws may be amended, altered, or repealed and new by-laws adopted
at any meeting of the board of directors by a majority vote.  The fact that the
power to adopt, amend, alter, or repeal the by-laws has been conferred upon the
board of directors shall not divest the stockholders of the same powers.

<PAGE>
<PAGE>