PENNZOIL COMPANY

                             BY-LAWS
                          (As Amended)

                           ARTICLE I.
                    MEETINGS OF SHAREHOLDERS

  SECTION 1.                            The annual meeting of the
shareholders  of  this Corporation shall be  held  on  the  first
Thursday  of May in each year, at ten o'clock A.M.,  and  on  any
subsequent  day or days to which such meeting may  be  adjourned,
for  the  purposes of electing directors and of transacting  such
other  business  as may properly come before  the  meeting.   The
Board  of Directors shall designate the place for the holding  of
such meeting, and at least ten days' notice shall be given to the
shareholders of the place so fixed.  If the day designated herein
is a legal holiday, the annual meeting shall be held on the first
succeeding  day which is not a legal holiday.  If for any  reason
the  annual  meeting  shall not be held  on  the  day  designated
herein, the Board of Directors shall cause the annual meeting  to
be held as soon thereafter as may be convenient.

   SECTION 2.        Special meetings of the shareholders may  be
called at any time by the Board of Directors, the Chairman of the
Board,  the  Executive Committee, the Chairman of  the  Executive
Committee  or the President or by shareholders entitled  to  cast
not  less  than  25%  of  the votes which  all  shareholders  are
entitled to cast (i.e., by 25% of the outstanding shares entitled
to vote).  Upon written request of any person or persons who have
duly  called  a  special meeting, it shall be  the  duty  of  the
Secretary of the Corporation to fix the date of the meeting to be
held not less than ten nor more than sixty days after the receipt
of  the request and to give due notice thereof.  If the Secretary
shall  neglect or refuse to fix the date of the meeting and  give
notice thereof, the person or persons calling the meeting may  do
so.

   SECTION 3.                            Every special meeting of
the  shareholders shall be held at such place within  or  without
the  State  of Delaware as the Board of Directors may  designate,
or,  in the absence of such designation, at the registered office
of the Corporation in the State of Delaware.

   SECTION 4.                            Written notice of  every
meeting  of  the shareholders shall be given by the Secretary  of
the Corporation to each shareholder of record entitled to vote at
the  meeting,  by placing such notice in the mail  at  least  ten
days,  but  not more than sixty days, prior to the day named  for
the   meeting  addressed  to  each  shareholder  at  his  address
appearing on the books of the Corporation or supplied by  him  to
the Corporation for the purpose of notice.

   SECTION  5.                            The Board of  Directors
may  fix  a  date,  not less than ten nor more  than  sixty  days
preceding  the date of any meeting of shareholders, as  a  record
date for the determination of shareholders entitled to notice of,
or  to  vote at, any such meeting.  The Board of Directors  shall
not  close  the  books  of the Corporation against  transfers  of
shares during the whole or any part of such period.

   SECTION  6.                             The  notice  of  every
meeting of the shareholders may be accompanied by a form of proxy
approved  by  the Board of Directors in favor of such  person  or
persons as the Board of Directors may select.

    SECTION  7.                             A  majority  of   the
outstanding shares of stock of the Corporation entitled to  vote,
present  in  person or represented by proxy, shall  constitute  a
quorum  at  any meeting of the shareholders, and the shareholders
present  at any duly convened meeting may continue to do business
until adjournment notwithstanding any withdrawal from the meeting
of  holders of shares counted in determining the existence  of  a
quorum.   Directors shall be elected by a plurality of the  votes
cast  in  the  election.  For all matters as to  which  no  other
voting requirement is specified by the General Corporation Law of
the  State  of  Delaware  (the "General  Corporation  Law"),  the
Restated  Certificate  of Incorporation of  the  Corporation,  as
amended  (the  "Certificate of Incorporation") or these  By-laws,
the  affirmative  vote required for shareholder action  shall  be
that of a majority of the shares present in person or represented
by  proxy  at the meeting (as counted for purposes of determining
the  existence  of a quorum at the meeting).  In the  case  of  a
matter  submitted for a vote of the shareholders as  to  which  a
shareholder   approval  requirement  is  applicable   under   the
shareholder  approval policy of the New York Stock Exchange,  the
requirements of Rule 16b-3 under the Securities Exchange  Act  of
1934  or any provision of the Internal Revenue Code, in each case
for  which  no  higher  voting requirement is  specified  by  the
General  Corporation  Law, the Certificate  of  Incorporation  or
these  By-laws,  the  vote required for  approval  shall  be  the
requisite  vote  specified in such shareholder  approval  policy,
Rule 16b-3 or Internal Revenue Code provision, as the case may be
(or the highest such requirement if more than one is applicable).
For  the  approval  of  the  appointment  of  independent  public
accountants  (if  submitted for a vote of the shareholders),  the
vote  required for approval shall be a majority of the votes cast
on the matter.

    SECTION  8.                             Any  meeting  of  the
shareholders  may be adjourned from time to time, without  notice
other  than  by  announcement  at  the  meeting  at  which   such
adjournment is taken, and at any such adjourned meeting at  which
a quorum shall be present any action may be taken that could have
been taken at the meeting originally called; provided that 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
shareholder of record entitled to vote at the adjourned meeting.

  SECTION 9.   Subject to such rights of the holders of Preferred
Stock  or Preference Common Stock or any series thereof as  shall
be  prescribed  in  the Certificate of Incorporation  or  in  the
resolutions of the Board of Directors providing for the  issuance
of  any such series, only persons who are nominated in accordance
with the procedures set forth in this Section 9 shall be eligible
for  election  as,  and to serve as, directors.   Nominations  of
persons for election to the Board of Directors may be made  at  a
meeting  of  shareholders at which directors are  to  be  elected
(a) by or at the direction of the Board of Directors (or any duly
authorized  committee thereof) or (b) by any shareholder  of  the
Corporation (i) who is a shareholder of record on the date of the
giving  of the notice provided for in this Section 9 and  on  the
record  date  for the determination of shareholders  entitled  to
vote  at  such  annual  meeting and (ii) who  complies  with  the
requirements  of  this  Section 9.   In  addition  to  any  other
applicable requirements, nominations, other than those made by or
at  the  direction  of  the  Board  of  Directors  (or  any  duly
authorized committee thereof) shall be preceded by timely  notice
thereof  in  proper  written  form  to  the  Secretary   of   the
Corporation.

           To be timely, a shareholder's notice must be delivered
to, or mailed and received at, the principal executive offices of
the  Corporation  not less than 90 days nor more  than  120  days
prior to the anniversary date of the immediately preceding annual
meeting  of  shareholders; provided, however, that in  the  event
that  the annual meeting is called for a date that is not  within
30  days  before or after such anniversary date,  notice  by  the
shareholder, in order to be timely, must be so received not later
than the close of business on the tenth day following the day  on
which such notice of the date of the annual meeting was mailed or
public  disclosure  of the date of the annual meeting  was  made,
whichever  first occurs.  In no event shall the public disclosure
of an adjournment of an annual meeting commence a new time period
for the giving of a shareholder's notice as described above.

            To  be in proper written form, a shareholder's notice
to  the  Secretary must set forth (a) as to each person whom  the
shareholder  proposes  to nominate for  election  as  a  director
(i) the name, age, business address and residence address of such
person,  (ii)  the  principal occupation or  employment  of  such
person, (iii) the class or series and number of shares of capital
stock  of  the  Corporation which are owned  beneficially  or  of
record by such person and (iv) any other information  relating to
such  person that would be required to be disclosed  in  a  proxy
statement or other filings required to be made in connection with
solicitations  of proxies for election of directors  pursuant  to
Section  14  of the Securities Exchange Act of 1934,  as  amended
(the  "Exchange Act"), and the rules and regulations  promulgated
thereunder;  and  (b)  as to the shareholder  giving  the  notice
(i)  the  name and record address of such shareholder,  (ii)  the
class  or  series and number of shares of capital  stock  of  the
Corporation  which are owned beneficially or of  record  by  such
shareholder,   (iii)  a  description  of  all   arrangements   or
understandings between such shareholder and each proposed nominee
and  any other person or persons (including their names) pursuant
to  which  the  nomination(s) are to be made by such shareholder,
(iv) a representation that such shareholder intends to appear  in
person  or by proxy at the meeting to nominate the persons  named
in  its  notice  and (v) any other information relating  to  such
shareholder  that would be required to be disclosed  in  a  proxy
statement or other filings required to be made in connection with
solicitations  of proxies for election of the directors  pursuant
to  Section  14 of the Exchange Act and the rules and regulations
promulgated  thereunder.  Such notice must be  accompanied  by  a
written consent of each proposed nominee to be named as a nominee
and to serve as a director if elected.

           No person shall be eligible for election as a director
of  the  Corporation  unless nominated  in  accordance  with  the
procedures set forth in this Section 9.  If the Chairman  of  the
meeting  determines that a nomination was not made in  accordance
with the foregoing procedures, the Chairman shall declare to  the
meeting  that  the  nomination was defective and  such  defective
nomination shall be disregarded.

            Notwithstanding anything in the second  paragraph  of
this  Section 9 to the contrary, in the event that the number  of
directors  to  be  elected  to the  Board  of  Directors  of  the
Corporation is increased and there is no public disclosure by the
Corporation naming all of the nominees for director or specifying
the  size  of the increased Board of Directors at least 100  days
prior  to  the  first anniversary of the preceding year's  annual
meeting,  a  shareholder's notice required by this  by-law  shall
also be considered timely, but only with respect to nominees  for
any  new  positions  created by such increase,  if  it  shall  be
delivered to the Secretary at the principal executive offices  of
the  Corporation not later than the close of business on the 10th
day  following the day on which such public disclosure  is  first
made by the Corporation.

           For purposes of this Section 9 and Section 10 of these
by-laws,  "public disclosure" shall mean disclosure  in  a  press
release reported by the Dow Jones News Service, Associated Press,
PR  Newswire, Bloomberg or comparable national news service or in
a  document publicly filed by the Corporation with the Securities
and  Exchange Commission pursuant to Section 13, 14 or  15(d)  of
the Exchange Act.

  SECTION 10.  No business may be transacted at an annual meeting
of shareholders, other than business that is either (a) specified
in  the notice of meeting (or any supplement thereto) given by or
at  the  direction  of  the  Board  of  Directors  (or  any  duly
authorized  committee  thereof), (b) otherwise  properly  brought
before the annual meeting by or at the direction of the Board  of
Directors   (or  any  duly  authorized  committee   thereof)   or
(c)  otherwise properly brought before the annual meeting by  any
shareholder of the Corporation (i) who is a shareholder of record
on  the  date  of the giving of the notice provided for  in  this
Section  10  and  on  the record date for  the  determination  of
shareholders entitled to vote at such annual meeting and (ii) who
complies with the notice procedures set forth in this Section 10.
In addition to any other applicable requirements, for business to
be  properly  brought before an annual meeting by a  shareholder,
such  shareholder must have given timely notice thereof in proper
written form to the Secretary of the Corporation.

           To be timely, a shareholder's notice must be delivered
to  or mailed and received at the principal executive offices  of
the  Corporation  not less than 90 days nor more  than  120  days
prior to the anniversary date of the immediately preceding annual
meeting  of  shareholders; provided, however, that in  the  event
that  the annual meeting is called for a date that is not  within
30  days  before or after such anniversary date,  notice  by  the
shareholder, in order to be timely, must be so received not later
than the close of business on the tenth day following the day  on
which such notice of the date of the annual meeting was mailed or
public  disclosure (as  defined in Section 9) of the date of  the
annual  meeting was made, whichever first occurs.   In  no  event
shall  the  public  disclosure of an  adjournment  of  an  annual
meeting  commence  a  new  time  period  for  the  giving  of   a
shareholder's notice as described above.

            To  be in proper written form, a shareholder's notice
to   the  Secretary  must  set  forth  as  to  each  matter  such
shareholder  proposes to bring before the annual  meeting  (i)  a
brief  description of the business desired to be  brought  before
the   annual  meeting  (which  shall  include  the  text  of  the
resolution  to  be  presented  for adoption,  indicating  without
limitation  the  text  of  any  proposed  alteration,  amendment,
rescission  or  repeal  of these By-laws)  and  the  reasons  for
conducting such business at the annual meeting, (ii) the name and
record address of such shareholder, (iii) the class or series and
number  of  shares of capital stock of the Corporation which  are
owned  beneficially  or  of record by such  shareholder,  (iv)  a
description  of all arrangements or understandings  between  such
shareholder  and  any  other person or persons  (including  their
names)  in connection with the proposal of such business by  such
shareholder and any material interest of such shareholder in such
business  and (v) a representation that such shareholder  intends
to  appear in person or by proxy at the annual meeting  to  bring
such business before the meeting.

            No  business shall be conducted at the annual meeting
of shareholders except business brought before the annual meeting
in  accordance with the procedures set forth in this Section  10;
provided, however, that, once business has been properly  brought
before  the  annual meeting in accordance with  such  procedures,
nothing in this Section 10 shall be deemed to preclude discussion
by  any shareholder of any such business.  If the Chairman of  an
annual  meeting determines that business was not properly brought
before  the  annual  meeting  in accordance  with  the  foregoing
procedures,  the Chairman shall declare to the meeting  that  the
business  was  not properly brought before the meeting  and  such
business shall not be transacted.

            At  a  special  meeting  of shareholders,  only  such
business shall be conducted as shall have been set forth  in  the
notice relating to the meeting.  At any meeting, matters incident
to  the  conduct of this meeting may be voted upon  or  otherwise
disposed  of  as  the  presiding officer  of  the  meeting  shall
determine to be appropriate.

  SECTION 11.  Meetings of shareholders shall be presided over by
the Chairman of the Board or in his absence by the President,  or
in  his  absence  by a Vice President, or in the absence  of  the
foregoing  persons  by  a chairman designated  by  the  Board  of
Directors,  or in the absence of such designation by  a  chairman
chosen  at the meeting.  The Secretary of the  Corporation  shall
act  as  secretary  of the meeting, but in  the  absence  of  the
Secretary  the chairman of the meeting may appoint any person  to
act as secretary of the meeting.

            The  date and time of the opening and the closing  of
the  polls for each matter upon which the shareholders will  vote
at a meeting shall be determined by the person presiding over the
meeting.  The Board of Directors of the Corporation may adopt  by
resolution   such rules and regulations for the  conduct  of  the
meeting of shareholders as it shall deem  appropriate.  Except to
the  extent  inconsistent  with such  rules  and  regulations  as
adopted by the Board of Directors, the chairman of any meeting of
shareholders shall have the right and authority to prescribe such
rules, regulations and procedures and to do all such acts as,  in
the  judgment  of such chairman, are appropriate for  the  proper
conduct  of  the meeting.  Such rules, regulations or procedures,
whether  adopted by the Board of Directors or prescribed  by  the
chairman  of  the meeting,  may include, without limitation,  the
following:   (i)  the  establishment of an  agenda  or  order  of
business   for  the  meeting;  (ii)  rules  and  procedures   for
maintaining order at the meeting and the safety of those present;
(iii)  limitations  on  attendance at  or  participation  in  the
meeting to shareholders of record of the Corporation, their  duly
authorized and constituted proxies or such other persons  as  the
chairman  of  the  meeting shall determine; (iv) restrictions  on
entry  to  the meeting after the time fixed  for the commencement
thereof; and (v) limitations on the time allotted to questions or
comments  by  participants.  Unless and to the extent  determined
by  the  Board  of  Directors or the chairman  of  the   meeting,
meetings  of  shareholders shall not be required to  be  held  in
accordance with the rules of parliamentary procedure.

                           ARTICLE II.
                       BOARD OF DIRECTORS

   SECTION 1.   The business and affairs of the Corporation shall
be  managed  by or under the direction of the Board of Directors.
The  Board  of Directors shall be divided into three  classes  as
provided  in  the Certificate of Incorporation.   The  number  of
directors shall be thirteen.  Each director shall hold office for
the  full term to which he shall have been elected and until  his
successor  shall have been duly elected and qualified,  or  until
his earlier death, resignation or removal.

  SECTION 2.                            Except as provided in the
Certificate  of Incorporation of the Corporation,  newly  created
directorships  resulting  from any  increase  in  the  number  of
directors  and any vacancies on the Board of Directors  resulting
from death, resignation, disqualification, removal or other cause
shall  be  filled  by the affirmative vote of a majority  of  the
remaining  directors  then in office, even  though  less  than  a
quorum  of  the  Board  of Directors.  Any  director  elected  in
accordance with the preceding sentence shall hold office for  the
remainder of the full term of the class of directors in which the
new  directorship was created or the vacancy occurred  and  until
such  director's successor shall have been elected and qualified.
No  decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.

    SECTION  3.                             No  director  of  the
Corporation  shall be removed from his office as  a  director  by
vote  or  other  action of shareholders or otherwise  except  for
cause.

   SECTION 4.                            Regular meetings of  the
Board  of Directors shall be held at such place or places  within
or without the State of Delaware, at such hour and on such day as
may  be  fixed  by resolution of the Board of Directors,  without
further  notice of such meetings.  The time or place  of  holding
regular meetings of the Board of Directors may be changed by  the
Chairman  of the Board or the President by giving written  notice
thereof as provided in Section 6 of this Article II.

   SECTION 5.   Special meetings of the Board of Directors  shall
be  held,  whenever  called by the Chairman  of  the  Board,  the
President, or a majority of the directors then in office, at such
place or places within or without the State of Delaware as may be
stated in the notice of the meeting.

   SECTION  6.                            Written notice  of  the
time  and  place  of, and general nature of the  business  to  be
transacted  at, all special meetings of the Board  of  Directors,
and  written notice of any change in the time or place of holding
the regular meetings of the Board of Directors, shall be given to
each  director personally or by mail or by telegraph,  telecopier
or  similar communication at least one day before the day of  the
meeting;  provided, however, that notice of any meeting need  not
be  given to any director if waived by him in writing, or  if  he
shall be present at such meeting.

    SECTION  7.                             A  majority  of   the
directors  in  office shall constitute a quorum of the  Board  of
Directors  for  the transaction of business; but a lesser  number
may adjourn from day to day until a quorum is present.  Except as
otherwise  provided  by  law or in these By-laws,  all  questions
shall  be  decided  by the vote of a majority  of  the  directors
present.

   SECTION 8.                            Any action which may  be
taken  at  a meeting of the directors or members of the Executive
Committee  may be taken without a meeting if consent  in  writing
setting forth the action so taken shall be signed by all  of  the
directors or members of the Executive Committee as the  case  may
be and shall be filed with the Secretary of the Corporation.

   SECTION  9.                            The Board of  Directors
may  designate one or more of its number to be Vice  Chairman  of
the  Board, Chairman of the Executive Committee, and Chairman  of
any  other  committees  of  the Board  and  to  hold  such  other
positions on the Board as the Board of Directors may designate.

                          ARTICLE III.
                       EXECUTIVE COMMITTEE

  The Board of Directors may, by resolution adopted by a majority
of  the  whole  Board, designate two or more  of  its  number  to
constitute   an  Executive  Committee  which  committee,   during
intervals between meetings of the Board, shall have and  exercise
the  authority of the Board of Directors in the management of the
business of the Corporation to the extent permitted by law.

                           ARTICLE IV.
                            OFFICERS

   SECTION  1.                             The  officers  of  the
Corporation shall consist of a Chairman of the Board,  President,
Secretary, Treasurer and such Executive, Group, Senior  or  other
Vice  Presidents,  and  other  officers  as  may  be  elected  or
appointed  by the Board of Directors.  Any number of offices  may
be held by the same person.  All officers shall hold office until
their  successors are elected or appointed, except that the Board
of   Directors  may  remove  any  officer  at  any  time  at  its
discretion.

   SECTION  2.   The officers of the Corporation shall have  such
powers  and duties as generally pertain to their offices,  except
as  modified herein or by the Board of Directors, as well as such
powers  and duties as from time to time may be conferred  by  the
Board  of Directors. The Chairman of the Board shall be the chief
executive  officer  of  the Corporation and  shall  have  general
supervision  over  the business, affairs,  and  property  of  the
Corporation and over its several officers, and shall  preside  at
meetings  of the Board and at meetings of the stockholders.   The
President shall be the chief operating officer of the Corporation
and shall have such duties as may be assigned to him by the Board
of Directors.

                           ARTICLE V.
                              SEAL

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

                           ARTICLE VI.
                      CERTIFICATES OF STOCK

   The shares of stock of the Corporation shall be represented by
certificates  of  stock,  signed by the President  or  such  Vice
President  or other officer designated by the Board of Directors,
countersigned  by  the  Treasurer  or  the  Secretary;  and  such
signature  of  the President, Vice President, or  other  officer,
such  countersignature of the Treasurer or  Secretary,  and  such
seal,  or any of them, may be executed in facsimile, engraved  or
printed.   In case any officer who has signed or whose  facsimile
signature  has been placed upon any share certificate shall  have
ceased  to  be  such  officer because of  death,  resignation  or
otherwise  before the certificate is issued, it may be issued  by
the  Corporation with the same effect as if the officer  had  not
ceased to be such at the date of its issue.  Said certificates of
stock  shall be in such form as the Board of Directors  may  from
time to time prescribe.

                          ARTICLE VII.
                         INDEMNIFICATION

   SECTION  1.    The  Corporation shall indemnify,  and  advance
Expenses (as this and all other capitalized words are defined  in
Section 12) to, Indemnitee in connection with a Proceeding to the
fullest extent permitted by applicable law in effect on July  24,
1986, and to such greater extent as applicable law may thereafter
permit.   The  rights of Indemnitee provided under the  preceding
sentence  shall include, but not be limited to, the right  to  be
indemnified to the fullest extent permitted by Section 145(b)  of
the D.G.C.L. in Proceedings by or in the right of the Corporation
and  to  the  fullest extent permitted by Section 145(a)  of  the
D.G.C.L. in all other Proceedings.

   SECTION  2.                             If Indemnitee  is,  by
reason of his Corporate Status, a witness in or a party to and is
successful,  on  the merits or otherwise, in any  Proceeding,  he
shall be indemnified against all Expenses actually and reasonably
incurred  by  him or on his behalf in connection  therewith.   If
Indemnitee  is  not wholly successful in such Proceeding  but  is
successful, on the merits or otherwise, as to any Matter in  such
Proceeding,  the  Corporation shall indemnify Indemnitee  against
all  Expenses actually and reasonably incurred by him or  on  his
behalf relating to each Matter.  The termination of any Matter in
such  a Proceeding by dismissal, with or without prejudice, shall
be deemed to be a successful result as to such Matter.

   SECTION 3.   Indemnitee shall be advanced Expenses incurred in
connection with a Proceeding within 10 days after requesting them
to the fullest extent permitted by Section 145(e) of the D.G.C.L.

  SECTION 4.                            To obtain indemnification
Indemnitee shall submit to the Corporation a written request with
such  information as is reasonably available to Indemnitee.   The
Secretary of the Corporation shall promptly advise the  Board  of
Directors of such request.

   SECTION  5.                             If there has  been  no
Change of Control at the time the request for indemnification  is
sent,  Indemnitee's  entitlement  to  indemnification  shall   be
determined in accordance with Section 145(d)  of the D.G.C.L.  If
entitlement to indemnification is to be determined by Independent
Counsel,  the  Corporation  shall furnish  notice  to  Indemnitee
within  10 days after receipt of the request for indemnification,
specifying the identity and address of Independent Counsel.   The
Indemnitee  may,  within 14 days after receipt  of  such  written
notice  of  selection,  deliver  to  the  Corporation  a  written
objection to such selection.  Such objection may be asserted only
on  the ground that the Independent Counsel so selected does  not
meet  the  requirements of Independent Counsel and the  objection
shall  set  forth with particularity the factual  basis  of  such
assertion.   If  there  is  an  objection  to  the  selection  of
Independent  Counsel, either the Corporation  or  Indemnitee  may
petition  the Court of Chancery of the State of Delaware  or  any
other  court  of competent jurisdiction for a determination  that
the  objection  is  without a reasonable  basis  and/or  for  the
appointment of Independent Counsel selected by the Court.

   SECTION  6.                             If there  has  been  a
Change of Control at the time the request for indemnification  is
sent,  Indemnitee's  entitlement  to  indemnification  shall   be
determined  in a written opinion by Independent Counsel  selected
by  Indemnitee.   Indemnitee shall give the  Corporation  written
notice  advising  of the identity and address of the  Independent
Counsel  so  selected.  The Corporation may, within 7 days  after
receipt  of  such  written notice of selection,  deliver  to  the
Indemnitee  a  written  objection to such selection.   Indemnitee
may,  within 5 days after the receipt of such objection from  the
Corporation, submit the name of another Independent  Counsel  and
the  Corporation may, within 7 days after receipt of such written
notice   of  selection,  deliver  to  the  Indemnitee  a  written
objection  to  such selection.  Any objection is subject  to  the
limitations in Section 5.  Indemnitee may petition the  Court  of
Chancery of the State of Delaware or any other Court of competent
jurisdiction for a determination that the Corporation's objection
to  the  first and/or second selection of Independent Counsel  is
without  a  reasonable  basis  and/or  for  the  appointment   as
Independent Counsel of a person selected by the Court.

   SECTION  7.                            If a Change of  Control
shall  have  occurred before the request for  indemnification  is
sent  by  Indemnitee,  Indemnitee shall be  presumed  (except  as
otherwise  expressly provided in this Article) to be entitled  to
indemnification  upon submission of a request for indemnification
in  accordance with Section 4 of this Article, and thereafter the
Corporation  shall  have  the burden of  proof  to  overcome  the
presumption   in  reaching  a  determination  contrary   to   the
presumption.   The  presumption  shall  be  used  by  Independent
Counsel  as  a  basis  for  a  determination  of  entitlement  to
indemnification  unless  the  Corporation  provides   information
sufficient  to overcome such presumption by clear and  convincing
evidence or the investigation, review and analysis of Independent
Counsel  convinces him by clear and convincing evidence that  the
presumption should not apply.

             Except  in  the  event  that  the  determination  of
entitlement  to  indemnification is to  be  made  by  Independent
Counsel, if the person or persons empowered under Section 5 or  6
of this Article to determine entitlement to indemnification shall
not   have  made  and  furnished  to  Indemnitee  in  writing   a
determination within 60 days after receipt by the Corporation  of
the  request therefor, the requisite determination of entitlement
to  indemnification  shall  be  deemed  to  have  been  made  and
Indemnitee  shall  be  entitled to  such  indemnification  unless
Indemnitee knowingly misrepresented a material fact in connection
with  the request for indemnification or such indemnification  is
prohibited by law.  The termination of any Proceeding or  of  any
Matter therein, by judgment, order, settlement or conviction,  or
upon  a  plea  of  nolo contendere or its equivalent,  shall  not
(except  as  otherwise expressly provided  in  this  Article)  of
itself   adversely   affect   the   right   of   Indemnitee    to
indemnification or create a presumption that Indemnitee  did  not
act in good faith and in a manner which he reasonably believed to
be in or not opposed to the best interests of the Corporation, or
with  respect  to  any criminal Proceeding, that  Indemnitee  had
reasonable cause to believe that his conduct was unlawful.

  SECTION 8.                            The Corporation shall pay
any  and  all reasonable fees and expenses of Independent Counsel
incurred acting pursuant to this Article and in any proceeding to
which  it  is  a party or witness in respect of its investigation
and written report and shall pay all reasonable fees and expenses
incident to the procedures in which such Independent Counsel  was
selected  or appointed.  No Independent Counsel may  serve  if  a
timely objection has been made to his selection until a Court has
determined that such objection is without a reasonable basis.

   SECTION 9.                            In the event that (i)  a
determination is made pursuant to Section 5 or 6 that  Indemnitee
is  not  entitled  to  indemnification under this  Article,  (ii)
advancement of Expenses is not timely made pursuant to Section  3
of  this  Article,  (iii) Independent Counsel has  not  made  and
delivered   a   written  opinion  determining  the  request   for
indemnification (a) within 90 days after being appointed  by  the
Court,  or  (b) within 90 days after objections to his  selection
have been overruled by the Court, or (c) within 90 days after the
time  for  the  Corporation  or  Indemnitee  to  object  to   his
selection, or (iv) payment of indemnification is not made  within
5  days  after  a determination of entitlement to indemnification
has been made or deemed to have been made pursuant to Section  5,
6  or  7  of  this  Article, Indemnitee shall be entitled  to  an
adjudication in an appropriate court of the State of Delaware, or
in  any other court of competent jurisdiction, of his entitlement
to  such  indemnification or advancement  of  Expenses.   In  the
event  that  a determination shall have been made that Indemnitee
is  not  entitled to indemnification, any judicial proceeding  or
arbitration commenced pursuant to this Section shall be conducted
in  all  respects as a de novo trial on the merits and Indemnitee
shall  not be prejudiced by reason of that adverse determination.
If  a  Change  of  Control shall have occurred, in  any  judicial
proceeding  commenced pursuant to this Section,  the  Corporation
shall  have the burden of proving that Indemnitee is not entitled
to  indemnification or advancement of Expenses, as the  case  may
be.   If  a determination shall have been made or deemed to  have
been  made  that  Indemnitee is entitled to indemnification,  the
Corporation shall be bound by such determination in any  judicial
proceeding  commenced pursuant to this Section 9,  or  otherwise,
unless  Indemnitee knowingly misrepresented a  material  fact  in
connection  with  the  request  for  indemnification,   or   such
indemnification is prohibited by law.

            The Corporation shall be precluded from asserting  in
any judicial proceeding commenced pursuant to this Section 9 that
the  procedures and presumptions of this Article are  not  valid,
binding  and  enforceable and shall stipulate in any  such  court
that  the Corporation is bound by all provisions of this Article.
In the event that Indemnitee, pursuant to this Section 9, seeks a
judicial adjudication to enforce his rights under, or to  recover
damages for breach of, this Article, Indemnitee shall be entitled
to  recover from the Corporation, and shall be indemnified by the
Corporation against, any and all Expenses actually and reasonably
incurred  by him in such judicial adjudication, but  only  if  he
prevails  therein.  If it shall be determined  in  such  judicial
adjudication that Indemnitee is entitled to receive part but  not
all of the indemnification or advancement of Expenses sought, the
Expenses  incurred by Indemnitee in connection with such judicial
adjudication or arbitration shall be appropriately prorated.

   SECTION  10.   The rights of indemnification  and  to  receive
advancement of Expenses as provided by this Article shall not  be
deemed  exclusive of any other rights to which Indemnitee may  at
any  time  be  entitled under applicable law, the Certificate  of
Incorporation, the By-laws, any agreement, a vote of stockholders
or  a  resolution  of  directors, or  otherwise.   No  amendment,
alteration  or  repeal of this Article or any  provision  thereof
shall  be  effective as to any Indemnitee for  acts,  events  and
circumstances  that occurred, in whole or in  part,  before  such
amendment, alteration or repeal.  The provisions of this  Article
shall  continue  as to an Indemnitee whose Corporate  Status  has
ceased and shall inure to the benefit of his heirs, executors and
administrators.  The Corporation may, by action of the  Board  of
Directors, provide indemnification to employees, agents or  other
persons  not  having Corporate Status with the same or  different
scope  and  effect  as  the indemnification  authorized  by  this
Article VII.

   SECTION  11.                            If  any  provision  or
provisions  of this Article shall be held to be invalid,  illegal
or   unenforceable  for  any  reason  whatsoever,  the  validity,
legality and enforceability of the remaining provisions shall not
in  any  way be affected or impaired thereby; and, to the fullest
extent  possible,  the  provisions  of  this  Article  shall   be
construed  so as to give effect to the intent manifested  by  the
provision held invalid, illegal or unenforceable.

   SECTION  12.                            For purposes  of  this
Article:

            "Change of Control" means a change in control of  the
Corporation  after  July 24, 1986 in any  one  of  the  following
circumstances (1) there shall have occurred an event required  to
be  reported  in  response  to  Item  6(e)  of  Schedule  14A  of
Regulation 14A (or in response to any similar item on any similar
schedule  or form) promulgated under the Securities Exchange  Act
of  1934  (the  "Act"), whether or not the  Corporation  is  then
subject to such reporting requirement; (2) any "person" (as  such
term  is  used in Section 13(d) and 14(d) of the Act) shall  have
become the "beneficial owner" (as defined in Rule 13d-3 under the
Act),  directly  or indirectly, of securities of the  Corporation
representing  40%  or more of the combined voting  power  of  the
Corporation's  then outstanding voting securities  without  prior
approval  of at least two-thirds of the members of the  Board  of
Directors  in  office immediately prior to such person  attaining
such  percentage interest; (3) the Corporation is a  party  to  a
merger, consolidation, sale of assets or other reorganization, or
a  proxy contest, as a consequence of which members of the  Board
of  Directors in office immediately prior to such transaction  or
event  constitute less than a majority of the Board of  Directors
thereafter;  (4)  during  any period of  two  consecutive  years,
individuals  who at the beginning of such period constituted  the
Board  of  Directors (including for this purpose any new director
whose  election  or nomination for election by the  Corporation's
stockholders was approved by a vote of at least two-thirds of the
directors  then  still  in  office  who  were  directors  at  the
beginning  of such period) cease for any reason to constitute  at
least a majority of the Board of Directors.

            "Corporate Status" describes the status of  a  person
who (a) is or was a director or officer of the Corporation, or is
or was serving at the request of the Corporation as a director or
officer of another corporation, partnership, joint venture, trust
or  other  enterprise, in each case which is  controlled  by  the
Corporation, or (b) is or was serving, at the written request  of
the  Corporation or pursuant to an agreement in writing with  the
Corporation    which   request   or   agreement   provides    for
indemnification under these By-laws, as a director or officer  of
another  corporation, partnership, joint venture, trust or  other
enterprise  not controlled by the Corporation, provided  that  if
such written request or agreement referred to in this clause  (b)
provides   for  a  lesser  degree  of  indemnification   by   the
Corporation than that provided pursuant to this Article VII,  the
provisions contained in or made pursuant to such written  request
or   agreement   shall  govern.   References  above   to   "other
enterprises" shall include employee benefit plans and  references
to  "serving at the request of the Corporation" shall include any
service  as a director, officer or employee which imposes  duties
on,  or  involves services by, such director, officer or employee
with  respect to an employee benefit plan or its participants  or
beneficiaries.

           "D.G.C.L." means the Delaware General Corporation Law.

            "Disinterested  Director" means  a  director  of  the
Corporation  who is not and was not a party to the Proceeding  in
respect of which indemnification is sought by indemnitee.

            "Expenses"  shall  include all reasonable  attorneys'
fees,  retainers, court costs, transcript costs, fees of experts,
witness  fees, travel expenses, duplicating costs,  printing  and
binding costs, telephone charges, postage, delivery service fees,
and  all other disbursements or expenses of the types customarily
incurred in connection with prosecuting, defending, preparing  to
prosecute or defend, investigating, or being or preparing to be a
witness in a Proceeding.

            "Indemnitee"  includes  any  person  who  is,  or  is
threatened  to be made, a witness in or a party to any Proceeding
as  described in Section 1 or 2 of this Article by reason of  his
Corporate Status.

           "Independent Counsel" means a law firm, or member of a
law  firm, that is experienced in matters of corporation law  and
neither  presently  is,  nor in the five years  previous  to  his
selection  or  appointment has been, retained to represent:   (i)
the  Corporation or Indemnitee in any matter material  to  either
such party, or (ii) any other party to the Proceeding giving rise
to a claim for indemnification hereunder.

             "Matter"  is  a  claim,  a  material  issue,  or   a
substantial request for relief.

            "Proceeding" includes any action, suit,  arbitration,
alternate    dispute    resolution   mechanism,    investigation,
administrative  hearing or any other proceeding,  whether  civil,
criminal,  administrative or investigative, except one  initiated
by  an  Indemnitee without the express prior approval thereof  by
the Board of Directors.

    SECTION   13.                             Any   communication
required  or  permitted to the Corporation shall be addressed  to
the  Secretary  of the Corporation and any such communication  to
Indemnitee  shall  be  addressed to his home  address  unless  he
specifies   otherwise  and  shall  be  personally  delivered   or
delivered by overnight mail delivery.

                          ARTICLE VIII.
                           AMENDMENTS

   SECTION  1.         Except  as  may be otherwise  provided  in
Section  2  of this Article VIII, these By-laws may  be  altered,
amended,  added to or repealed by the shareholders at any  annual
or  special meeting, by the vote of shareholders entitled to cast
at  least  a  majority  of the votes which all  shareholders  are
entitled  to  cast  (i.e.,  by the vote  of  a  majority  of  the
outstanding  shares  entitled to vote), and,  except  as  may  be
otherwise required by law, the power to alter, amend, add  to  or
repeal  these  By-laws is also vested in the Board  of  Directors
(subject  always to the power of the shareholders to change  such
action); provided, however, that notice of the general nature  of
any  such  action proposed to be taken shall be included  in  the
notice  of  the  meeting  of shareholders  or  of  the  Board  of
Directors at which such action is taken.

   SECTION  2.        There shall be required for any alteration,
amendment or repeal of, or addition to, these By-laws the  effect
of which would be to require a greater percentage vote for action
by  the  Board  of  Directors  or by  the  shareholders  than  is
otherwise provided by these By-laws or by applicable law the vote
of (a) shareholders entitled to cast that same greater percentage
of  the votes which all shareholders are entitled to cast (if the
action  is  to  be by the shareholders) or (b) that same  greater
percentage of the directors then in office (if the action  is  to
be  by  the  Board of Directors), provided that in  neither  case
shall  a percentage vote in excess of 66-2/3% thereof be required
pursuant  to  this sentence.  This Section 2 may not be  altered,
amended  or repealed unless such alteration, amendment or  repeal
is adopted by the vote of 66-2/3% of the directors then in office
or the vote of shareholders entitled to cast 66-2/3% of the votes
which all shareholders are entitled to cast.

September 23, 1998