BY-LAWS
                          of
              MCWHORTER TECHNOLOGIES, INC.

                       ARTICLE I

     Offices

     SECTION 1.  Registered Offices in Delaware. 
The registered office of McWhorter Technologies,
Inc. (hereinafter called the "Corporation") in
the State of Delaware shall be in the City of
Wilmington, County of New Castle, and the
registered agent in charge thereof shall be The
Corporation Trust Company.

     SECTION 2.  Other Offices.  The Corporation
may have such other offices in such places,
either within or without the State of Delaware,
as the Board of Directors may from time to time
determine or the business of the Corporation may
require.     

                       ARTICLE II

                Meetings of Stockholders

     SECTION 1.  Annual Meeting.  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 at such place within or without
the State of Delaware, and at such date and
hour, as shall be designated by the Board of
Directors.

     SECTION 2.  Special Meetings.  A special
meeting of stockholders, for any purpose or
purposes, may be called at any time by any
member of the Board of Directors or by the
President of the Corporation.  Any such meeting
shall be held at such place within or without
the State of Delaware, and at such date and
hour, as shall be designated in the notice of
such meeting.

     SECTION 3.  Notice of Meeting.  Unless
waived in writing by the stockholder of record
or unless such stockholder is represented
thereat in person or by proxy, each stockholder
of record shall be given written notice of each
meeting of stockholders, which notice shall
state the place, date and hour of the meeting,
and, in the case of a special meeting, the
purpose or purposes for which the meeting is
called.  Such notice shall be given at least ten
days before the date fixed for such meeting.

<PAGE>

     SECTION 4.  Quorum.  At each meeting of
stockholders, the holders of record of a
majority of the issued and outstanding stock of
the Corporation entitled to vote at such
meeting, present in person or by proxy, shall
constitute a quorum for the transaction of
business, except where otherwise provided by
law, the Certificate of Incorporation or these
By-Laws.  In the absence of a quorum, any
officer entitled to preside at, or act as
secretary of, such meeting shall have the power
to adjourn the meeting from time to time until a
quorum shall be constituted.  At any such
adjourned meeting at which a quorum shall be
present any business may be transacted which
might have been transacted at the meeting as
originally called, but only those stockholders
entitled to vote at the meeting as originally
noticed shall be entitled to vote at any
adjournment or adjournments thereof.

     SECTION 5.  Voting.  Except as otherwise
provided in the Certificate of Incorporation, at
every meeting of stockholders each holder of
record of the issued and outstanding stock of
the Corporation entitled to vote thereat shall
be entitled to one vote, in person or by proxy,
for each share of stock held by such
stockholder.  Shares of capital stock of this
Corporation belonging to the Corporation
directly or indirectly shall not be voted
directly or indirectly.  At all meetings of
stockholders, a quorum being present, all
matters shall be decided by majority vote of the
shares of stock entitled to vote thereat, except
as otherwise required by the laws of the State
of Delaware.  Unless demanded by a stockholder
of the Corporation present in person or by proxy
at any meeting of stockholders and entitled to
vote thereat or so directed by the chairman of
the meeting or required by the laws of the State
of Delaware, the vote thereat on any question
need not be by ballot.  On a vote by ballot,
each ballot shall be signed by the stockholder
voting, or in his name by his proxy, if there be
such proxy, and shall state the number of shares
voted by him and the number of votes to which
each share is entitled.

     SECTION 6.  Closing of Transfer Books or
Fixing Record Date.  The Board of Directors
shall have power to close the stock transfer
books of the Corporation for a period not
exceeding sixty (60) days preceding the date of
any meeting of shareholders or the date for
payment of any dividend or the date for the
allotment of rights or the date when any change
or conversion or exchange of capital stock shall
go into effect; provided, however that in lieu
of closing the stock transfer books as
aforesaid, the Board of Directors may fix in
advance a date not exceeding sixty (60) days
preceding the date of any meeting of
shareholders or the date for the payment of any
dividend or the date for the allotment of rights
or the date when any change or conversion or
exchange of capital stock shall go into effect
as a record date for the determination of the
shareholders entitled to notice of 

<PAGE>

and to vote at any such meeting, or entitled to receive
payment of any such dividend, or to any such
allotment of rights, or to exercise the rights
in respect of any such change, conversion or
exchange of capital stock, and in such case only
such shareholders as shall be shareholders of
record on the date so fixed shall be entitled to
such notice of and to vote at such meeting, or
to receive payment of such dividend, or to
receive such allotment of rights, or to exercise
such rights, as the case may be, notwithstanding
any transfer of any stock on the books of the
Corporation after any such record date fixed as
aforesaid.

                  ARTICLE III
     
               Board of Directors

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

     SECTION 2.  Number and Term of Holding
Office.  The number of directors which shall
constitute the whole Board of Directors shall be
such number not fewer than one as shall from
time to time be fixed by the Board of Directors. 
Each of the directors of the Corporation shall
hold office until the annual meeting next after
his election and until his successor shall be
elected and shall qualify or until his earlier
death or resignation or removal in the manner
hereinafter provided.

     SECTION 3.  Organization and Order of
Business.  At each meeting of the Board of
Directors, the Chairman of the Board of
Directors or any director chosen by a majority
of the directors present thereat shall act as
chairman of the meeting and preside thereat. 
The Secretary of the Corporation or, in the case
of his absence, any person whom the chairman
shall appoint, shall acts secretary of such
meeting and keep the minutes thereof. 

     SECTION 4.  Resignations.  Any director may
resign at any time by giving written notice of
his resignation to the Chairman of the Board of
Directors, the President or the Secretary of the
Corporation.  Any such resignation shall take
effect at the time specified therein or, if the
time when it shall become effective shall not be
specified therein, it shall take effect when
accepted by action of the Board of Directors. 
Except as aforesaid, the acceptance of such
resignation shall not be necessary to make it
effective.

     SECTION 5.  Removal of Directors.  Any
director may be removed, either with or without
cause, at any time by vote of a majority in
interest of the stockholders of the Corporation.

<PAGE>

     SECTION 6.  Vacancies.  Any vacancy in the
Board of Directors, arising from death,
resignation, removal, an increase
in the number of directors or any other cause,
may be filled either by a majority vote of the
remaining directors, although less than a
quorum, or by the stockholders of the
Corporation at the next annual meeting or any
special meeting called for the purpose.

     SECTION 7.  Pledge of Meeting.  The Board
of Directors may hold its meetings at such place
or places within or without the State of
Delaware as the Board may from time to time by
resolution determine or as shall be designated
in the respective notices or waivers of notice
thereof.

     SECTION 8.  Meetings.

          (A)  Annual Meetings.  As soon as
practicable after each annual election of
directors, the Board of Directors shall meet for
the purpose of organization and the transaction
of other business.

          (B)  Other Meetings.  Other meetings
of the Board of Directors shall be held at such
times and places as the Board shall from time to
time determine or upon call by the Chairman of
the Board of Directors or the President of the
Corporation.                                     
          
     SECTION 9.  Notice of Meeting.  The
Secretary of the Corporation shall give notice
to each director of each meeting, including the
time and place of such meeting.  Notice of each  
   such meeting shall be mailed to each
director, addressed to him at his residence or
usual place of business, at least three days
before the day on which such meeting is to be
held, or shall be sent to him by telegraph,
cable, wireless or other form of recorded
communication or be delivered personally or by
telephone not later than the day before the day
on which such meeting is to be held.  Notice of
any meeting shall not be required to be given to
any director who shall attend such meeting.  A
written waiver of notice, signed by the person
entitled thereto, whether before or after the
time stated therein, shall be deemed equivalent
to adequate notice.

     SECTION 10.  Quorum and Manner of Acting. 
Except as provided by law, the Certificate of
Incorporation or these By-Laws, a majority of
the directors then in office shall be necessary
at any meeting of the Board of Directors in
order to constitute a quorum for the transaction
of business at such meeting, and the vote of a
majority of those directors present at any such
meeting at which a quorum is present shall be
necessary for the passage of any resolution or
act of the Board.  In the absence of a quorum
for any such meeting, a majority of the

<PAGE>

directors present thereat may adjourn such
meeting from time to time until a quorum shall
be present thereat.  Notice of any adjourned
meeting need not be given.

     SECTION 11.  Action by Consent.  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 a
written consent thereto is signed by all members
of the Board or of such committee, as the case
may be, and such written consent is filed with
the minutes of the proceedings of the Board or
such committee.

     SECTION 12.  Meetings by Telephone, etc. 
Members of the Board of Directors, or of any
committee thereof, may participate in a meeting
of the Board, or of such committee, by means of
conference telephone or similar communications
equipment by means of which all persons
participating in the meeting can hear each
other, and participation in a meeting pursuant
to this Section shall constitute presence in
person at such meeting.

     SECTION 13.  Compensation.  Each director,
in consideration of his serving as such, shall
be entitled to receive from the Corporation such
amount per annum of such fees for attendance at
meetings of the Board of Directors or of any
committee thereof, or both, as the Board shall
from time to time determine.  The Board may
likewise provide that the Corporation shall
reimburse each director or member of a committee
for any expenses incurred by him on account of
his attendance at any such meeting.  Nothing
contained in this Section shall be construed to
preclude any director from serving the
Corporation in any other capacity and receiving
compensation therefor.

     SECTION 14.  Committees.  The Board of
Directors, by resolution passed by a majority of
the whole Board, may designate members of the
Board to constitute one or more committees,
which shall in each case consist of such number
of directors, not fewer than two, and shall have
and may exercise such powers as the Board may by
resolution determine and specify in the
respective resolutions appointing them.  A
majority of all the members of any such
committee may fix its rules of procedure,
determine its action and fix the time and place,
whether within or without the State of Delaware,
of its meetings and specify what notice thereof,
if any, shall be given, unless the Board shall
otherwise by resolution provide.  The Board
shall have power to change the members of any
such committee at any time, to fill vacancies
therein and to discharge any such committee,
either with or without cause, at any time.

<PAGE>

                   ARTICLE IV

                    Officers

     SECTION 1. Number.  The officers of the
Corporation shall be a Chairman of the Board, a
President, one or more Vice Presidents, a
Treasurer and a Secretary.   Each such officer
shall be elected by the Board of Directors at
its initial organization meeting and thereafter
at its annual meeting of the Board and shall
serve until his successor is elected or until
his earlier death or resignation or removal in
the manner hereinafter provided.  

     The Board may elect or appoint such other
officers of the Corporation (including one or
more Assistant Treasurers and one or more
Assistant Secretaries) as it deems necessary who
shall have such authority and shall perform such
duties as the Board may prescribe.  If
additional officers are elected or appointed
during the year, each of them shall hold office
until the next annual meeting of the Board at
which officers are regularly elected or
appointed and until his successor is elected or
appointed or until his earlier death or
resignation or removal in the manner hereinafter
provided. 

    A vacancy in any office may be filled for
the unexpired portion of the term in the same
manner as provided for election or appointment
to such office.

     All officers and agents elected or
appointed by the Board shall be subject to
removal at any time by the Board with or without
cause.

     Any officer may resign at any time by
giving written notice to the President or the
Secretary of the Corporation, and such
resignation shall take effect at the time
specified therein or, if the time when it shall
become effective shall not be specified therein,
it shall take effect when accepted by action of
the Board.  Except as aforesaid, the acceptance
of such resignation shall not be necessary to
make it effective.

      SECTION 2.  The Chairman of the Board. 
The Chairman of the Board of the Corporation,
subject to the direction of the board of
Directors, shall be the chief executive officer
of Corporation, shall have general charge of the
business and affairs of the Corporation,  shall
have the direction of all other officers, agents
and employees and may assign such duties to the
other officers of the Corporation as he deems
appropriate.

     SECTION 3.  The President.  The President,
subject to the direction of the Board of
Directors and the Chairman of the 

<PAGE>

Board, shall be the chief operating officer of the
Corporation and shall, in general, perform all
duties incident to the office of President.  In
the absence or inability of the Chairman to act,
the President shall perform the duties of the
Chairman of the Board.

     SECTION 4.  Vice Presidents.  Each Vice
President shall have such powers and perform
such duties as the Chairman of the Board or the
Board of Directors may from time to time
prescribe and shall perform such other duties as
may be prescribed by these By-Laws.  At the
request of the President, or in case of his
absence or inability to act, any of the Vice
Presidents shall perform the duties of the
President and, when so acting, shall have all
the powers of, and be subject to all the
restrictions upon, the President. 

     SECTION 5.  Treasurer.  The Treasurer of
the Corporation shall have charge and custody of
and be responsible for all funds and securities
of the Corporation and its books of account.
        
     SECTION 6.  Secretary.  The Secretary of
the Corporation shall keep the records of all
meetings of the stockholders and the Board of
Directors.  He shall affix the seal of the
Corporation to all deeds, contracts, bonds or
other instruments requiring the corporate seal
when the same shall have been signed on behalf
of the Corporation by a duly authorized officer
and shall be custodian of all contracts, deeds,
documents and all other indicia of title to
properties owned by the Corporation and of its
other corporate records. 

                     ARTICLE V

     Contracts, Checks, Drafts, Bank Accounts, etc.

     SECTION 1. Execution of Documents.  Any
member of the Board of Directors and any
officer, employee or agent of the Corporation
designated by the Board of Directors shall have
power to execute and deliver deeds, contracts,
mortgages, bonds, debentures, checks, drafts and
other orders for the payment of money and other
documents for and in the name of the
Corporation, and the Board of Directors may
authorize any such officer, employee or agent to
delegate such power (including authority to
redelegate) by written instrument to other
officers, employees or agents of the
Corporation.

     SECTION 2. Deposits.  All funds of the
Corporation not otherwise employed shall be
deposited from time to time to the credit of the
Corporation or otherwise as the Board of
Directors, the Chairman of the Board, the
President or any other officer of 

<PAGE>

the Corporation to whom power in that respect shall
have been delegated by the Board shall select.

                     ARTICLE VI           

                  Books and Records

     The books and records of the Corporation
may be kept at such places within or without the
State of Delaware as the Board of Directors may
from time to time determine.

                     ARTICLE VII

                        Seal

     The Board may adopt a corporate seal, which
shall be in the form of a circle and shall bear
the full name of the Corporation and the word
"Delaware" and representing the year of its
incorporation.

                    ARTICLE VIII

                  Indemnification

     To the extent permitted by Section 145 of
the General Corporation Law of the State of
Delaware, as now in effect and as from time to
time amended, or any successor provisions
thereof, the Corporation shall indemnify any
person who was or is a party or is threatened to
be made a party to any threatened, pending or
completed action, suit or proceeding, whether
civil, criminal, administrative or investigative
and whether or not such action is an action by
or in the right of the Corporation to procure a
judgment in its favor, 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 request of the Corporation as a director,
officer, employee or agent of another
corporation, partnership, joint venture, trust
or other enterprise.

                  ARTICLE IX

           Shares and Their Transfer

     SECTION 1.  Certificates of Stock.  Every
owner of stock of the Corporation shall be
entitled to have a certificate certifying the
number of shares owned by him or it in the
Corporation and designating the class of stock
to which such shares belong, which shall
otherwise be in such form as the Board of
Directors shall prescribe.  Each such
certificate shall be signed by the Chairman of
the Board, the President or a Vice President and
the Treasurer or an Assistant Treasurer or the

<PAGE>

Secretary or an Assistant Secretary of the
Corporation.  In case any officer or officers
who shall have signed any such certificate or
certificates shall cease to be such officer or
officers of the Corporation, whether because of
death, resignation, removal or otherwise, before
such certificate or certificates shall have been
delivered by the Corporation, such certificate
or certificates may nevertheless be adopted by
the Corporation and be issued and delivered as
though the person or persons who signed such
certificate had not ceased to be such officer or
officers of the Corporation.

      SECTION 2.  Record.  A record shall be
kept of the name of the person, firm or
corporation owning the stock represented by each
certificate for stock of the Corporation issued,
the number of shares represented by each such
certificate, and the date thereof, and, in the
case of cancellation, the date of cancellation. 
The person in whose name shares of stock stand
on the books of the Corporation shall be deemed
the owner thereof for all purposes as regards
the Corporation.

     SECTION 3.  Transfer of Stock.  Transfers
of shares of the stock of the Corporation shall
be made only on the books 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, and on the
surrender of the certificate or certificates for
such shares properly endorsed.

     SECTION 4. Lost, Destroyed or Mutilated
Certificate.  In case of the alleged loss or
destruction or the mutilation of a certificate
representing stock of the Corporation, a new
certificate may be issued in place thereof, in
the manner and upon such terms as the Board of
Directors may prescribe.

                    ARTICLE X

                  Consent Order

     SECTION 1.  General Provisions. 
Notwithstanding anything herein to the contrary,
the Corporation shall be bound by the terms and
provisions of the Final Order in The Matter of
The Valspar Corporation and McWhorter, Inc.,
File No. 931-0098 (1993) (the "Order"), until
the Order is of no further force or effect. In
the event of any conflict or inconsistency
between the other Articles of these By-Laws, or
any amendment thereto, and the Order, or any
amendment thereto, the Order shall govern.  In
addition, in the event of any conflict or
inconsistency between the other Articles of
these By-Laws, or any amendment thereto, and
this Article X, this Article X shall govern.

<PAGE>

     SECTION 2.  Interim Board of Directors. 
The directors of this Corporation, after the
Acquisition (as defined in the Order) and prior
to the distribution of the Corporation's stock
to the stockholders of Valspar, shall consist of
at least two non- Valspar directors, officers or
employees and no more than one Valspar director,
officer, employee or agent, provided, however,
that such Valspar director, officer, employee or
agent shall enter into a confidentiality
agreement prohibiting disclosure of confidential
information until the day after the divestitures
required by the Order have been completed and
shall not be a person involved in Valspar's
Coating Resins (as defined in the Order)
business.  Such director who is also a Valspar
director, officer, employee or agent shall
participate in matters that come before the
Corporation's board of directors for the limited
purpose of considering a capital investment or
other transactions exceeding $500,000 and
carrying out Valspar's and the Corporation's
responsibilities under the Order.  Except as
permitted by the Order, such director shall not
participate in any matter that would involve a
conflict of interest.

     SECTION 3.  Records.  Meetings of the board
of directors of this Corporation during the term
of the Agreement to Hold Separate shall be
stenographically transcribed and the transcripts
retained for two years after the termination of
such agreement.

     SECTION 4.  Election of Directors.  Within
seven days of the distribution or other
divestiture of the Corporation's stock by
Valspar, any director of the Corporation who is
also a Valspar director, officer, employee or
agent shall resign from the Corporation's board,
and the remaining directors of the Corporation
shall designate a new director or new directors
in accordance with the Order and these By-Laws
who are not directors, officers, employees or
agents of Valspar.  In addition, the Corporation
shall, within twelve months of the distribution
or other divestiture of the Corporation stock by
Valspar, call a stockholders' meeting for the
purpose of electing directors.

     SECTION 5.  Officers and Directors.  Except
as provided above, after completion of the
Acquisition (as defined in the Order), no
officer, director or employee of Valspar shall
concurrently serve as an officer, director or
employee of this Corporation nor shall any
officer, director or employee of this
Corporation serve concurrently as an officer,
director or employee of Valspar while the order
is in force and effect.

                     ARTICLE XI

                     Amendments

<PAGE>
     Except for Article X hereof which may be
amended only to the extent such amendment is
consistent with the terms of the Order, or any
amendment thereto, these By-Laws, or any of
them, may be altered, amended or repealed, or
new By-Laws may be made, by the stockholders
entitled to vote thereon at any annual or
special meeting thereof or by the Board of
Directors.