CERTIFICATE OF AMENDMENT TO THE
            RESTATED CERTIFICATE OF INCORPORATION


      PENNZOIL COMPANY, a corporation organized and existing
under  and by virtue of the General Corporation Law  of  the
State of Delaware, DOES HEREBY CERTIFY:

     FIRST:   Article  FIFTH of the corporation's  Restated
Certificate  of Incorporation is hereby amended by  deleting
the  first  sentence of subparagraph (f)  of  Section  1  of
Article FIFTH in its entirety and substituting the following
sentence therefor:

           To designate, by resolution or resolutions passed
     by   a  majority  of  the  whole  Board,  one  or  more
     committees, each committee to consist of one or more of
     the  Directors of the corporation, which, to the extent
     provided in said resolution or resolutions or in the By-
     laws  of  the corporation, shall have and may  exercise
     the  power  of the Board of Directors in the management
     of  the business and affairs of the corporation and may
     authorize the seal of the corporation to be affixed  to
     all papers that may require it.

     SECOND:   Article FIFTH of the corporation's  Restated
Certificate  of Incorporation is hereby amended by  deleting
the  first  sentence of Section 2 of Article  FIFTH  in  its
entirety and substituting the following sentence therefor:

           The number of Directors which shall constitute the
     whole  Board of Directors of the corporation  shall  be
     not less than 3 nor more than 13 as specified from time
     to  time  in the By-laws of the corporation, except  in
     the  case of an increase in the number of Directors  by
     reason  of any default provisions contained in  Article
     FOURTH.

     THIRD:  The  foregoing amendments to the corporation's
Restated  Certificate of Incorporation have been unanimously
adopted by the corporation's Board of Directors at a meeting
duly called and held on February 29, 1996 and by the holders
of a majority of the outstanding shares of the corporation's
capital  stock at a meeting duly called and held on  May  9,
1996,  all in accordance with the provisions of Section  242
of the General Corporation Law of the State of Delaware.

     IN  WITNESS  WHEREOF, the undersigned has caused  this
Certificate to be executed in its name and on its behalf  by
its  duly  authorized officer and its corporate seal  to  be
affixed hereto and attested by its Secretary on this 9th day
of May, 1996.

                                   PENNZOIL COMPANY



                                   By: THOMAS M. HAMILTON
                                   Thomas M. Hamilton
                                   Executive Vice President

ATTEST:

            RESTATED CERTIFICATE OF INCORPORATION
                             OF
                      PENNZOIL COMPANY
              Under Sections 242 and 245 of the
              Delaware General Corporation Law


           PENNZOIL  COMPANY,  a corporation  organized  and
existing  under  and  by  virtue  of  the  Delaware  General
Corporation Law, hereby certifies that:

           (1)   The  name  of the corporation  is  Pennzoil
     Company.   The  corporation was, by  a  Certificate  of
     Agreement   of   Consolidation   between   United   Gas
     Corporation, a corporation organized and existing under
     the  laws  of  the  State  of  Delaware,  and  Pennzoil
     Company, a corporation organized and existing under the
     laws  of the Commonwealth of Pennsylvania, formed under
     the  name "Pennzoil United, Inc."  Such Certificate  of
     Agreement  of Consolidation was filed by the  Secretary
     of  State of the State of Delaware on the 22nd  day  of
     March, 1968.

           (2)   This  Restated Certificate of Incorporation
     restates and further amends the Restated Certificate of
     Incorporation  of  the  corporation.   The   amendments
     effected  by this Restated Certificate of Incorporation
     include,  but  are  not limited to, amendments  (i)  to
     increase  the  number  of  authorized  shares  of   the
     corporation's common stock, par value $0.83 1/3 per share,
     to  100,000,000  and  (ii) to  eliminate  obsolete  and
     unnecessary provisions.

           (3)  The restatement of and further amendments to
     the   Restated  Certificate  of  Incorporation  of  the
     Corporation  have  been duly adopted  by  vote  of  the
     stockholders in accordance with Sections 242 and 245 of
     the General Corporation Law of the State of Delaware.

           (4)   The  text  of the Restated  Certificate  of
     Incorporation  of the Pennzoil Company,  as  heretofore
     amended  and  supplemented,  is  hereby  restated   and
     further  amended  hereby to read  in  its  entirety  as
     follows:

            RESTATED CERTIFICATE OF INCORPORATION

                             of

                      PENNZOIL COMPANY

     First: The name of the corporation is Pennzoil Company.

      Second:  The address of its registered office  in  the
State  of  Delaware is 1209 Orange Street  in  the  City  of
Wilmington,  County  of  New  Castle.   The  name   of   its
registered  agent  at such address is The Corporation  Trust
Company.

      Third: The purpose of the corporation is to engage  in
any  lawful  act or activity for which corporations  may  be
organized under the General Corporation Law of the State  of
Delaware.

      Fourth:  The total number of shares of all classes  of
stock which the corporation shall have authority to issue is
137,610,644, divided into classes as follows:

           9,747,720  shares shall be Preferred  Stock,  par
     value $1.00 per share ("Preferred Stock");

           27,862,924  shares  shall  be  Preference  Common
     Stock, par value $0.83 1/3 per share ("Preference Common
     Stock"); and

           100,000,000  shares shall be  Common  Stock,  par
     value $0.83 1/3 per share ("Common Stock").

     Shares of any class of stock of the corporation may be
issued   for  such  consideration  and  for  such  corporate
purposes  as  the Board of Directors may from time  to  time
determine.

     The following is a statement of the powers, preferences
and   rights,   and  the  qualifications,   limitations   or
restrictions,  of  the  Preferred Stock,  Preference  Common
Stock and Common Stock.

                 Section I.  Preferred Stock

     Shares of Preferred Stock shall be issuable in one  or
more series with such voting powers, full or limited, or  no
voting  powers,  and such designations, powers,  preferences
and    relative,   participating,   optional,    redemption,
conversion,  exchange and other rights, and  qualifications,
limitations  or  restrictions thereof,  as  are  stated  and
expressed  herein,  and,  to  the  extent  not  stated   and
expressed  herein,  as  shall  be  fixed  by  the  Board  of
Directors  pursuant  to the authority to  do  so,  which  is
hereby expressly vested in it, and stated and expressed in a
resolution or resolutions adopted by the Board of  Directors
providing  for the issuance of the Preferred Stock  of  such
series.

     In  accordance with this Section I of Article  Fourth,
the  Board  of Directors has designated shares of  Preferred
Stock   with   the   voting  powers,  preferences,   rights,
qualifications, limitations and restrictions as set forth on
Exhibit A hereto.

            Section II.  Preference Common Stock

     Shares of Preference Common Stock shall be issuable in
one   or   more  series  with  such  designations,   powers,
preferences    and   relative,   participating,    optional,
redemption,  conversion,  exchange  and  other  rights,  and
qualifications, limitations or restrictions thereof, as  are
stated  and expressed herein, and, to the extent not  stated
and  expressed  herein, as shall be fixed by  the  Board  of
Directors  pursuant  to the authority to  do  so,  which  is
hereby expressly vested in it, and stated and expressed in a
resolution or resolutions adopted by the Board of  Directors
providing for the issuance of the Preference Common Stock of
such series.

     Subject to the prior rights of the holders of Preferred
Stock as may be set forth in a resolution or resolutions  of
the  Board  of Directors providing for the issuance  of  any
series  of Preferred Stock, the holders of Preference Common
Stock,  in preference to the holders of Common Stock,  shall
be entitled to receive if, as and when declared by the Board
of Directors, out of the assets of the corporation which are
by  law available for the payment of dividends, dividends at
but  not  exceeding the rate set forth in  a  resolution  or
resolutions  of  the Board of Directors  providing  for  the
issuance of any series of Preference Common Stock.

     In   the   event  of  any  voluntary  or  involuntary
liquidation, dissolution or winding up of the affairs of the
corporation, then, before any distribution may  be  made  to
the  holders  of  Common  Stock, the holders  of  Preference
Common  Stock  (subject to the prior rights  of  holders  of
Preferred  Stock  as  may be set forth in  a  resolution  or
resolutions  of  the Board of Directors  providing  for  the
issuance of any series of Preferred Stock) shall be entitled
to  be  paid  an  amount  equal to the  accrued  and  unpaid
dividends  thereon  to the date of payment  thereof.   After
payment  or  provision for payment of the  debts  and  other
liabilities  of the corporation and any accrued  and  unpaid
dividends  due  the  holders  of  Preference  Common   Stock
(subject  to the prior rights of holders of Preferred  Stock
as  may  be set forth in a resolution or resolutions of  the
Board  of Directors providing for the issuance of any series
of  Preferred Stock), the holders of Preference Common Stock
and  Common Stock shall be entitled to share ratably in  the
remaining assets of the corporation.  Neither the merger  or
consolidation  of  the  corporation  into  or  with  another
corporation  nor the merger or consolidation  of  any  other
corporation into or with the corporation shall be deemed  to
be   a  liquidation,  dissolution  or  winding  up  of   the
corporation  within the meaning of this paragraph,  but  the
sale, lease or conveyance of all or substantially all of the
assets  of  the  corporation  shall  be  deemed  to   be   a
liquidation,  dissolution or winding up of  the  corporation
within the meaning of this paragraph.

     In  addition to any other voting powers of the holders
of  Preference  Common  Stock as may  be  provided  by  law,
(i)  without the affirmative vote of the holders of at least
a  majority  of  the  total number of shares  of  Preference
Common Stock at the time outstanding, the corporation  shall
not  merge or consolidate with or into any other corporation
or  sell or otherwise dispose of all or substantially all of
its  assets (provided, however, that no such vote  shall  be
required in connection with a merger into the corporation of
a  subsidiary at least 90% of the outstanding shares of each
class  of  stock  of  which is owned  by  the  corporation),
(ii) without the affirmative vote of the holders of at least
two-thirds  of  the  total number of  shares  of  Preference
Common Stock at the time outstanding, the corporation  shall
not  voluntarily liquidate, dissolve or wind up the  affairs
of  the  corporation, (iii) without the affirmative vote  of
the  holders of at least two-thirds of the total  number  of
shares  of  Preference Common Stock at the time outstanding,
the  corporation shall not amend, alter or repeal any of the
rights,  preferences or powers of the holders of  Preference
Common  Stock  so  as to affect adversely any  such  rights,
preferences  or  powers  (provided, however,  that  if  such
amendment,  alteration  or  repeal  affects  adversely   the
rights,  preferences or powers of one or more, but not  all,
series  of  Preference Common Stock at the time outstanding,
only  the  affirmative vote of the holders of at least  two-
thirds  of  the  total number of outstanding shares  of  all
series so affected shall be required; and provided, further,
that  an  amendment to increase or decrease  the  authorized
number of shares of Preference Common Stock or to create  or
authorize, or increase or decrease the amount of, any  class
of   stock  ranking  prior  to  or  on  a  parity  with  the
outstanding  shares  of  Preference  Common  Stock   as   to
dividends  shall  not  be  deemed to  affect  adversely  the
rights,  preferences or powers of the holders of  Preference
Common  Stock  or any series thereof) and (iv)  without  the
affirmative  vote of the holders of at least  two-thirds  of
the total number of shares of Preference Common Stock at the
time  outstanding,  the  corporation  shall  not  create  or
authorize any shares of any class of stock ranking prior  to
the Preference Common Stock as to dividends or assets (other
than  Preferred Stock) or issue any shares of any such prior
ranking  stock  (other than Preferred Stock)  more  than  12
months  after  the  date  as of which  the  corporation  was
empowered to create or authorize such prior ranking stock.

                 Section III.  Common Stock

     After the requirements with respect to any preferential
dividends  upon  the Preferred Stock and  Preference  Common
Stock  have been met, the holders of the Common Stock  shall
be  entitled  to receive such dividends as may  be  declared
from time to time by the Board of Directors.

     Section IV.  Provisions Applicable to Capital Stock

     1. Voting Rights.  Each share of Common Stock and each
share  of  Preference Common Stock shall entitle the  holder
thereof  to  one  vote for each share held  and,  except  as
otherwise  provided herein or by law, the Common  Stock  and
the  Preference  Common Stock (and any other  stock  of  the
corporation  at  the  time  entitled  to  vote)  shall  vote
together as one class.  At all elections of directors,  each
holder of record of shares of Common Stock and/or Preference
Common  Stock  shall be entitled to as many votes  as  shall
equal  the  number  of  such shares of Common  Stock  and/or
Preference Common Stock so held multiplied by the number  of
directors  to be elected, and such holder may  cast  all  of
such  votes  for  a single director, or may distribute  them
among the number to be voted for, or for any two or more  of
them, as such holder may see fit.

     2. Regarding Pre-emptive Rights.  No stockholder of the
corporation  shall by reason of his holding  shares  of  any
class of stock have any pre-emptive or preferential right to
subscribe for, purchase or otherwise acquire or receive  any
shares  of  any  class of stock issued by  the  corporation,
whether  now or hereafter authorized, or any shares  of  any
class  of stock of the corporation now or hereafter acquired
by  the  corporation  as  treasury  stock  and  subsequently
reissued  or  sold or otherwise disposed of, or  any  notes,
debentures,  bonds or other securities convertible  into  or
carrying options or warrants to purchase shares of any class
of  stock,  whether now or hereafter authorized, whether  or
not  the  issuance  of  any  such  shares,  or  such  notes,
debentures,  bonds  or  other  securities,  would  adversely
affect  the  dividend or voting rights of such  stockholder;
and the Board of Directors may issue shares of any class  of
stock of the corporation, or any notes, debentures, bonds or
other  securities  convertible into or carrying  options  or
warrants  to purchase shares of any class of stock,  without
offering any such shares of any class, either in whole or in
part, to the existing stockholders of any class.

     Fifth:  1. All corporate powers shall be exercised  by
the  Board of Directors except as otherwise provided by  law
or by the Certificate of Incorporation.

      In  furtherance and not in limitation  of  the  powers
conferred  by  statute, the Board of Directors is  expressly
authorized:

           (a)  Except as may be otherwise provided  in  the
     By-laws,  to make, alter, amend and repeal the  By-laws
     of  the corporation, subject always to the power of the
     stockholders to change such action.

           (b) To fix in or pursuant to the By-laws from time
     to  time  the  number of Directors of the  corporation,
     none of whom need be stockholders.

           (c)  To fix, determine and vary from time to time
     the   amount  to  be  maintained  as  surplus  of   the
     corporation and the amount or amounts to be  set  apart
     as working capital of the corporation.

           (d)  To  authorize  and  cause  to  be  executed
     mortgages and liens upon the real and personal property
     of the corporation.

           (e)  To set apart out of any of the funds of  the
     corporation  available  for  dividends  a  reserve   or
     reserves for any proper purposes and/or to abolish  any
     such reserve in the manner in which it was created.

           (f)  To  designate, by resolution or  resolutions
     passed  by a majority of the whole Board, one  or  more
     committees, each committee to consist of two or more of
     the  Directors of the corporation, which, to the extent
     provided  in said resolution or resolutions or  in  the
     By-laws of the corporation, shall have and may exercise
     the  power  of the Board of Directors in the management
     of the business and affairs of the corporation, and may
     authorize the seal of the corporation to be affixed  to
     all  papers  which may require it.  Such  committee  or
     committees  shall have such name or  names  as  may  be
     stated  in the By-laws of the corporation or as may  be
     determined from time to time by resolutions adopted  by
     the Board of Directors.

     2.  The number of Directors which shall constitute the
whole  Board  of Directors of the corporation shall  be  not
less  than 3 nor more than 18 as specified from time to time
in  the By-laws of the corporation, except in the case of an
increase in the number of directors by reason of any default
provisions adopted pursuant to Article Fourth.  The Board of
Directors  shall  be divided into three  classes,  Class  I,
Class  II  and Class III.  Such classes shall be  as  nearly
equal  in  number of directors as possible.   Each  Director
shall  serve  for a term ending on the third annual  meeting
following  the  annual meeting at which  such  Director  was
elected.  The foregoing notwithstanding, each Director shall
serve  until his successor shall have been duly elected  and
qualified,  unless  he  shall resign,  become  disqualified,
disabled or shall otherwise be removed.

     At  each  annual  election, the  Directors  chosen  to
succeed  those whose terms then expire shall be of the  same
class  as  the Directors they succeed, unless, by reason  of
any   intervening  changes  in  the  authorized  number   of
Directors,   the   Board  shall  designate   one   or   more
directorships  whose term then expires as  directorships  of
another  class in order more nearly to achieve  equality  of
number of Directors among the classes.

     Notwithstanding the provision that the  three  classes
shall be as nearly equal in number of Directors as possible,
in  the  event  of  any change in the authorized  number  of
Directors,  each Director then continuing to serve  as  such
shall  nevertheless continue as a Director of the  class  of
which  he  is  a member until the expiration of his  current
term,  or his prior death, resignation or removal.   If  any
newly   created  directorship  may,  consistent   with   the
provision that the three classes shall be as nearly equal in
number of Directors as possible, be allocated to one or  two
or  more classes, the Board shall allocate it to that of the
available classes whose terms of office are due to expire at
the earliest date following such allocation.

     3. No Director of the corporation shall be removed from
his  office  as  a  Director by  vote  or  other  action  of
stockholders or otherwise except for cause.

     4. Except as provided in or pursuant to Article Fourth
hereof,  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.

     5.  No  contract  or  other  transaction  between  the
corporation  and any other corporation shall be affected  or
invalidated by the fact that one or more of the Directors of
the  corporation  are interested in, or  is  a  director  or
directors  or officer or officers of such other corporation,
and no contract or other transaction between the corporation
and   any  other  person  or  firm  shall  be  affected   or
invalidated by the fact that one or more of the Directors of
the  corporation  is  a  party to, or  are  parties  to,  or
interested  in, such contract or transaction; provided  that
in  each such case the nature and extent of the interest  of
such  Director  or  Directors  in  such  contract  or  other
transaction and/or the fact that such Director or  Directors
is  or are a director or directors or officer or officers of
such other corporation is known to the Board of Directors or
is  disclosed  at the meeting of the Board of  Directors  at
which such contract or other transaction is authorized.

     Sixth:  1. Except as set forth in Paragraph 4 of  this
Article  Sixth,  the  affirmative vote  or  consent  of  the
holders of 80% of all stock of this corporation entitled  to
vote in elections of directors (excluding stock entitled  so
to  be exercised only upon the happening of some contingency
unless   such  contingency  shall  have  occurred   and   is
continuing),  considered for the purposes  of  this  Article
Sixth  as  one  class and hereinafter in this Article  Sixth
embraced in the term "voting stock", shall be required:

            (i)  for  a  merger  or  consolidation  of   the
     corporation with or into any other corporation, or

           (ii)  for  any  sale  or  lease  of  all  or  any
     substantial  part of the assets of the  corporation  to
     any other corporation, person or other entity, or

          (iii)  any sale or lease to the corporation or any
     subsidiary thereof of any assets (except assets  having
     an aggregate fair market value of less than $5,000,000)
     in exchange for voting stock (or securities convertible
     into  or  exchangeable  for voting  stock  or  options,
     warrants   or  rights  to  purchase  voting  stock   or
     securities  convertible  into  voting  stock)  of   the
     corporation or any subsidiary of the corporation by any
     other corporation, person or entity,

if   as  of  the  record  date  for  the  determination   of
stockholders entitled to notice thereof and to vote  thereon
or consent thereto, or as of the time the Board of Directors
shall  have approved a memorandum of understanding,  or  the
corporation  shall  have entered into  any  agreement,  with
respect  to  any  such transaction for  which  the  vote  or
consent of the holders of no class or series of stock of the
corporation is otherwise required by law, the Certificate of
Incorporation or any other contract or agreement, such other
corporation,  person or entity which  is  party  to  such  a
transaction is the beneficial owner, directly or indirectly,
of  5%  or  more of the outstanding shares of any  class  or
series of voting stock of the corporation.  There shall also
be   required  for  any  such  transaction  for  which  such
affirmative  vote  or  consent shall  be  required  by  this
Paragraph  1 the affirmative vote or consent of the  holders
of  a  majority  of  all voting stock of  this  corporation,
exclusive of all voting stock of this corporation  of  which
such  other corporation, person or entity which is party  to
such  transaction is, directly or indirectly, the beneficial
owner.   Each such affirmative vote or consent shall  be  in
addition to the vote or consent of the holders of any  class
or  series of stock of the corporation otherwise required by
law or the Certificate of Incorporation or the resolution or
resolutions  providing for the issuance  of  such  class  or
series which have been adopted by the Board of Directors  or
any  agreement  between  the corporation  and  any  national
securities exchange.

     2. For purposes of this Article Sixth any corporation,
person  or other entity shall be deemed to be the beneficial
owner of any shares of stock of the corporation:

           (i) which it owns directly, whether  or  not  of
     record, or

          (ii) which it has the right to acquire pursuant to
     any  agreement  or  understanding or upon  exercise  of
     conversion rights, exchange rights, warrants or options
     or otherwise, or

         (iii) which are beneficially owned, directly  or
     indirectly (including shares deemed to be owned through
     application  of clause (ii) above), by any  "affiliate"
     or "associate" as those terms are defined in Rule 12b-2
     of   the  General  Rules  and  Regulations  under   the
     Securities  Exchange  Act  of  1934  as  in  effect  on
     March 1, 1975, or

          (iv) which  are beneficially owned, directly  or
     indirectly  (including  shares  deemed  owned   through
     application  of  clause  (ii)  above),  by  any   other
     corporation,  person or entity with  which  it  or  its
     "affiliate"   or  "associate"  has  any  agreement   or
     arrangement  or  understanding  for  the   purpose   of
     acquiring, holding, voting or disposing of stock of the
     corporation.

           For  the  purposes  of this  Article  Sixth,  the
     outstanding shares of any class or series of  stock  of
     the  corporation  shall  include  shares  deemed  owned
     through  the application of clauses (2)(ii), (iii)  and
     (iv)  above,  but  shall not include any  other  shares
     which may be issuable pursuant to any agreement or upon
     exercise  of  conversion rights, warrants,  options  or
     otherwise.   As  used in this Article Sixth,  the  term
     "subsidiary" shall mean a corporation a majority of the
     voting  power  of  the capital stock (that  is,  voting
     power  entitled  to  be exercised in  the  election  of
     directors, but excluding voting power entitled so to be
     exercised  only upon the happening of some  contingency
     unless  such  contingency shall have  occurred  and  is
     continuing)  of which shall be owned by the corporation
     or  by  one  or more subsidiaries or by the corporation
     and one or more subsidiaries.

     3. The Board of Directors shall have the power and duty
to  determine for the purposes of this Article Sixth on  the
basis of information known to this corporation whether

          (i)  such other corporation, person or other entity
     beneficially owns 5% or more of the outstanding  shares
     of   any  class  or  series  of  voting  stock  of  the
     corporation,

         (ii)  a  corporation,  person  or  entity  is  an
     "affiliate"  or "associate" (as defined in Paragraph  2
     above) of another,

        (iii)  the   assets  being  acquired   by   the
     corporation,  or  any  subsidiary  thereof,   have   an
     aggregate  fair  market value of less than  $5,000,000,
     and

         (iv)  the memorandum of understanding referred  to
     in  Paragraph 4 below is substantially consistent  with
     the transaction covered thereby.

     Any such determination shall be conclusive and binding
for all purposes of this Article Sixth.

     4. The provisions of Paragraph 1 of this Article Sixth
shall not apply to:

            (i)   any  merger  or  consolidation   of   this
     corporation with any corporation, or any sale or  lease
     to  this corporation or any subsidiary thereof  of  any
     assets of, or any sale or lease by this corporation  or
     any subsidiary thereof of any of  its  assets  to,  any
     corporation,  person  or  entity,  if  the   Board   of
     Directors of this corporation has approved a memorandum
     of understanding with such other corporation, person or
     entity  with respect to such transaction prior  to  the
     time  that  such  other corporation, person  or  entity
     shall  have become a beneficial owner of 5% or more  of
     the outstanding shares of any class or series of voting
     stock of the corporation; or

            (ii)   any  merger  or  consolidation  of   this
     corporation  with,  or  any  sale  or  lease  to   this
     corporation or any subsidiary thereof of any assets of,
     or  any  sale  or  lease  by this  corporation  or  any
     subsidiary  thereof  of  any  of  its  assets  to,  any
     corporation 40% or more of the outstanding voting stock
     of which is beneficially owned, directly or indirectly,
     by this corporation.

     5. The corporation shall have the right, subject to any
express   provisions  or  restrictions  contained   in   the
Certificate  of Incorporation or the By-laws, from  time  to
time  to  amend  the  Certificate of  Incorporation  or  any
provision thereof in any manner now or hereafter provided by
law,  and  all rights and powers at any time conferred  upon
the  Directors  or  stockholders of the corporation  by  the
Certificate  of Incorporation or any amendment  thereof  are
subject to such right of the corporation.

     6.   Notwithstanding  any  other  provision  of  this
Certificate of Incorporation or the By-laws (and in addition
to  any  other  vote  that  may be  required  by  law,  this
Certificate of Incorporation or the By-laws), there shall be
required  to  amend,  alter, change or repeal,  directly  or
indirectly,  this  Article  Sixth the  affirmative  vote  or
consent of (i) the holders of 80% of all voting stock of the
corporation (considered for this purpose as one  class)  and
(ii)  the holders of a majority of all voting stock  of  the
corporation  (considered for this  purpose  as  one  class),
exclusive   of   all   voting  stock  of   the   corporation
beneficially   owned,  directly  or   indirectly,   by   any
corporation,  person or entity which is, as  of  the  record
date  for  the  determination of  stockholders  entitled  to
notice  of such amendment, alteration, change or repeal  and
to  vote thereon or consent thereto, the beneficial owner of
5%  or more of the outstanding shares of any class or series
of voting stock of the corporation.

     Seventh: No action required to be taken or which may be
taken  at  any annual or special meeting of stockholders  of
the  corporation  may be taken without a  meeting,  and  the
power of stockholders to consent in writing to the taking of
any action is specifically denied.

     Eighth:  No  director  of  the  corporation  shall  be
personally  liable  to  the  corporation  or  any   of   its
stockholders  for monetary damages for breach  of  fiduciary
duty as a director involving any act or omission of any such
director  occurring  on or after April 30,  1987;  provided,
however, that the foregoing provision shall not eliminate or
limit the liability of a director (a) for any breach of such
director's  duty  of  loyalty  to  the  corporation  or  its
stockholders, (b) for acts or omissions not in good faith or
which involve intentional misconduct or knowing violation of
law,   (c)  under  Title  8,  Section  174  of  the  General
Corporation  Law of the State of Delaware  or  (d)  for  any
transaction  from  which such director derived  an  improper
personal  benefit.   Any  repeal  or  modification  of  this
Article  Eighth by the stockholders of the corporation shall
be  prospective  only,  and shall not adversely  affect  any
limitation  on the personal liability of a director  of  the
corporation  existing  at  the  time  of  such   repeal   or
modification.

              ________________________________

           (5)  This Certificate shall become effective upon
     the  filing  hereof in the office of the  Secretary  of
     State of the State of Delaware.

     IN  WITNESS WHEREOF, Pennzoil Company has caused  this
Restated  Certificate of Incorporation to be signed  by  its
authorized officer this 3rd day of May, 1995.

                          PENNZOIL COMPANY


                          By:   DAVID P. ALDERSON, II
                                David P. Alderson, II
                                Group Vice President - Finance

                                                   EXHIBIT A

                 CERTIFICATE OF DESIGNATION

                             of

        SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

                             of

                      PENNZOIL COMPANY

   Pursuant to Section 151 of the General Corporation Law
                  of the State of Delaware

     PENNZOIL COMPANY, a corporation organized and existing
under  the General Corporation Law of the State of Delaware,
in  accordance with the provisions of Section  103  thereof,
DOES HEREBY CERTIFY:

     That pursuant to the authority vested in the Board  of
Directors in accordance with the provisions of the  Restated
Certificate  of  Incorporation of the said Corporation,  the
said  Board  of  Directors on October 28, 1994  adopted  the
following resolution creating a series of 750,000 shares  of
Preferred Stock designated as "Series A Junior Participating
Preferred Stock":

          RESOLVED, that pursuant to the authority vested in
     the   Board   of  Directors  of  this  Corporation   in
     accordance   with  the  provisions  of   the   Restated
     Certificate  of  Incorporation, a series  of  Preferred
     Stock, par value $1.00 per share, of the Corporation be
     and  hereby  is  created, and that the designation  and
     number  of  shares  thereof and the  voting  and  other
     powers,   preferences   and  relative,   participating,
     optional  or other rights of the shares of such  series
     and  the  qualifications, limitations and  restrictions
     thereof are as follows:

        Series A Junior Participating Preferred Stock

     1. Designation and Amount. There shall be a series  of
Preferred Stock that shall be designated as "Series A Junior
Participating  Preferred Stock," and the  number  of  shares
constituting such series shall be 750,000.  Such  number  of
shares  may be increased or decreased by resolution  of  the
Board  of  Directors; provided, however,  that  no  decrease
shall  reduce  the  number  of shares  of  Series  A  Junior
Participating  Preferred Stock to less than  the  number  of
shares then issued and outstanding plus the number of shares
issuable  upon  exercise of outstanding rights,  options  or
warrants or upon conversion of outstanding securities issued
by the Corporation.

     2. Dividends and Distributions.

     (A)  Subject to the prior and superior rights  of  the
holders  of  any  shares of any series  of  Preferred  Stock
ranking prior and superior to the shares of Series A  Junior
Participating Preferred Stock with respect to dividends, the
holders of shares of Series A Junior Participating Preferred
Stock,  in preference to the holders of shares of any  class
or  series of stock of the Corporation ranking junior to the
Series  A  Junior  Participating Preferred Stock,  shall  be
entitled  to receive, when, as and if declared by the  Board
of Directors out of funds legally available for the purpose,
quarterly  dividends payable in cash  on  the  15th  day  of
March, June, September and December in each year (each  such
date  being  referred  to herein as  a  "Quarterly  Dividend
Payment  Date"), commencing on the first Quarterly  Dividend
Payment Date after the first issuance of a share or fraction
of a share of Series A Junior Participating Preferred Stock,
in  an  amount per share (rounded to the nearest cent) equal
to the greater of (a) $2.00 or (b) the Adjustment Number (as
defined below) times the aggregate per share amount  of  all
cash   dividends,  and  the  Adjustment  Number  times   the
aggregate per share amount (payable in kind) of all non-cash
dividends  or  other  distributions other  than  a  dividend
payable  in shares of Common Stock or a subdivision  of  the
outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock, par value $0.83 1/3
per share, of the Corporation (The "Common Stock") since the
immediately preceding Quarterly Dividend Payment Date, or,
with respect to the first Quarterly Dividend Payment Date,
since the first issuance of any share or fraction of a share
of Series A Junior Participating Preferred Stock.  The
"Adjustment Number" shall initially be 100.  In the event the
Corporation  shall at any time after October 28,  1994  (the
"Rights  Declaration  Date") (i)  declare  any  dividend  on
Common   Stock   payable   in  shares   of   Common   Stock,
(ii) subdivide the outstanding Common Stock or (iii) combine
the  outstanding  Common  Stock into  a  smaller  number  of
shares,  then  in  each such case the Adjustment  Number  in
effect immediately prior to such event shall be adjusted  by
multiplying  such  Adjustment  Number  by  a  fraction   the
numerator  of which is the number of shares of Common  Stock
outstanding immediately after such event and the denominator
of  which is the number of shares of Common Stock that  were
outstanding immediately prior to such event.

     (B)  The  Corporation  shall  declare  a  dividend  or
distribution on the Series A Junior Participating  Preferred
Stock  as provided in paragraph (A) above immediately  after
it  declares a dividend or distribution on the Common  Stock
(other  than a dividend payable in shares of Common  Stock);
provided  that,  in  the event no dividend  or  distribution
shall  have  been  declared on the Common Stock  during  the
period  between any Quarterly Dividend Payment Date and  the
next  subsequent Quarterly Dividend Payment Date, a dividend
of  $2.00  per  share  on the Series A Junior  Participating
Preferred  Stock  shall  nevertheless  be  payable  on  such
subsequent Quarterly Dividend Payment Date.

     (C)  Dividends shall begin to accrue and be cumulative
on  outstanding  shares  of Series  A  Junior  Participating
Preferred  Stock  from the Quarterly Dividend  Payment  Date
next preceding the date of issue of such shares of Series  A
Junior  Participating Preferred Stock, unless  the  date  of
issue  of  such shares is prior to the record date  for  the
first  Quarterly  Dividend  Payment  Date,  in  which   case
dividends on such shares shall begin to accrue from the date
of  issue of such shares, or unless the date of issue  is  a
Quarterly  Dividend  Payment Date or is  a  date  after  the
record  date for the determination of holders of  shares  of
Series  A  Junior Participating Preferred Stock entitled  to
receive  a  quarterly  dividend and  before  such  Quarterly
Dividend  Payment  Date,  in either  of  which  events  such
dividends shall begin to accrue and be cumulative from  such
Quarterly   Dividend  Payment  Date.   Accrued  but   unpaid
dividends  shall not bear interest.  Dividends paid  on  the
shares  of Series A Junior Participating Preferred Stock  in
an  amount  less than the total amount of such dividends  at
the  time  accrued  and  payable on  such  shares  shall  be
allocated pro rata on a share-by-share basis among all  such
shares at the time outstanding.  The Board of Directors  may
fix a record date for the determination of holders of shares
of Series A Junior Participating Preferred Stock entitled to
receive  payment  of  a  dividend or  distribution  declared
thereon,  which record date shall be no more  than  30  days
prior to the date fixed for the payment thereof.

     3.  Voting Rights. The holders of shares of  Series  A
Junior   Participating  Preferred  Stock  shall   have   the
following voting rights:

     (A)  Each  share  of  Series  A  Junior  Participating
Preferred Stock shall entitle the holder thereof to a number
of  votes  equal  to the Adjustment Number  on  all  matters
submitted  to a vote of the stockholders of the Corporation.
At  all  elections of directors at which the Series A Junior
Participating Preferred Stock shall vote together  with  the
Common Stock (and any other capital stock of the Corporation
at  the  time  entitled thereto), each  share  of  Series  A
Participating  Preferred  Stock  shall  entitle  the  holder
thereof  to  as  many  votes as shall equal  the  Adjustment
Number  multiplied by the number of directors to be elected,
and  such  holder may cast all of such votes  for  a  single
director,  or  may distribute them among the  number  to  be
voted  for,  or for any two or more of them, as such  holder
may see fit.

     (B)  Except  as  otherwise  provided  herein,  in  the
Restated Certificate of Incorporation or by law, the holders
of  shares of Series A Junior Participating Preferred Stock,
the  holders of shares of Preference Common Stock, par value
$0.83 1/3 per  share, of the Corporation ("Preference Common
Stock") and the holders of shares of Common Stock shall vote
together as one class on all matters submitted to a vote  of
stockholders of the Corporation.

     (C)(i) If at any time dividends on any Series A Junior
Participating  Preferred Stock shall be  in  arrears  in  an
amount  equal  to  six  quarterly  dividends  thereon,   the
occurrence of such contingency shall mark the beginning of a
period  (herein called a "default period") that shall extend
until  such  time when all accrued and unpaid dividends  for
all  previous quarterly dividend periods and for the current
quarterly dividend period on all shares of Series  A  Junior
Participating  Preferred Stock then outstanding  shall  have
been  declared  and paid or set apart for  payment.   During
each  default period, (1) the number of Directors  shall  be
increased  by two, effective as of the time of  election  of
such  Directors as herein provided, and (2) the  holders  of
Preferred  Stock (including holders of the Series  A  Junior
Participating  Preferred Stock) upon  which  these  or  like
voting  rights have been conferred and are exercisable  (the
"Voting  Preferred Stock") with dividends in arrears  in  an
amount equal to six quarterly dividends thereon, voting as a
class, irrespective of series, shall have the right to elect
such two Directors.

     (ii)  During any default period, such voting right  of
the holders of Series A Junior Participating Preferred Stock
may  be  exercised  initially at a  special  meeting  called
pursuant  to subparagraph (iii) of this Section 3(C)  or  at
any annual meeting of stockholders, and thereafter at annual
meetings  of  stockholders, provided that such voting  right
shall  not be exercised unless the holders of at least  one-
third  in  number  of the shares of Voting  Preferred  Stock
outstanding  shall be present in person or  by  proxy.   The
absence of a quorum of the holders of Common Stock shall not
affect the exercise by the holders of Voting Preferred Stock
of such voting right.

    (iii)  Unless  the holders of Voting  Preferred  Stock
shall,  during  an existing default period, have  previously
exercised  their  right  to elect Directors,  the  Board  of
Directors  may  order,  or any stockholder  or  stockholders
owning  in  the aggregate not less than ten percent  of  the
total   number   of   shares  of  Voting   Preferred   Stock
outstanding,  irrespective  of  series,  may  request,   the
calling  of  a  special  meeting of the  holders  of  Voting
Preferred Stock, which meeting shall thereupon be called  by
the  Chairman of the Board, the President, a Vice  President
or the Secretary of the Corporation.  Notice of such meeting
and  of  any  annual  meeting at  which  holders  of  Voting
Preferred  Stock  are  entitled to  vote  pursuant  to  this
paragraph  (C)(iii) shall be given to each holder of  record
of  Voting Preferred Stock by mailing a copy of such  notice
to  him at his last address as the same appears on the books
of the Corporation.  Such meeting shall be called for a time
not  earlier than 20 days and not later than 60  days  after
such  order or request or, in default of the calling of such
meeting  within  60 days after such order or  request,  such
meeting  may  be called on similar notice by any stockholder
or  stockholders owning in the aggregate not less  than  ten
percent  of  the total number of shares of Voting  Preferred
Stock  outstanding.  Notwithstanding the provisions of  this
paragraph (C)(iii), no such special meeting shall be  called
during  the period within 60 days immediately preceding  the
date fixed for the next annual meeting of the stockholders.

     (iv)  In  any default period and after the holders  of
Voting  Preferred Stock shall have exercised their right  to
elect  Directors  voting as a class, (x)  the  Directors  so
elected  by  the  holders of Voting  Preferred  Stock  shall
continue  in office until their successors shall  have  been
elected  by  such  holders or until the  expiration  of  the
default  period,  and  (y)  any  vacancy  in  the  Board  of
Directors  may  be  filled by vote  of  a  majority  of  the
remaining  Directors theretofore elected by the  holders  of
the  class  or  classes of stock which elected the  Director
whose  office shall have become vacant.  References in  this
paragraph  (C)  to  Directors elected by the  holders  of  a
particular class or classes of stock shall include Directors
elected  by such Directors to fill vacancies as provided  in
clause (y) of the foregoing sentence.

      (v)  Immediately  upon  the expiration  of  a  default
period,  (x)  the  right of the holders of Voting  Preferred
Stock  as  a class to elect Directors shall cease,  (y)  the
term  of  any  Directors elected by the  holders  of  Voting
Preferred  Stock  as  a class shall terminate  and  (z)  the
number  of Directors shall be such number as may be provided
for  in the Restated Certificate of Incorporation or By-Laws
irrespective of any increase made pursuant to the provisions
of  paragraph  (C)  of  this Section 3  (such  number  being
subject,  however,  to  change  thereafter  in  any   manner
provided   by   law  or  in  the  Restated  Certificate   of
Incorporation or By-Laws).  Any vacancies in  the  Board  of
Directors  effected  by the provisions of  clauses  (y)  and
(z) in the preceding sentence may be filled by a majority of
the remaining Directors.

     (D)  Except as set forth herein, holders of  Series  A
Junior  Participating Preferred Stock shall have no  special
voting  rights  and  their consent  shall  not  be  required
(except to the extent they are entitled to vote with holders
of  Common  Stock  as  set  forth  herein)  for  taking  any
corporate action.

     4. Certain Restrictions.

     (A) Whenever quarterly dividends or other dividends or
distributions  payable on the Series A Junior  Participating
Preferred  Stock  as provided in Section 2 are  in  arrears,
thereafter  and until all accrued and unpaid  dividends  and
distributions, whether or not declared, on shares of  Series
A  Junior  Participating Preferred Stock  outstanding  shall
have been paid in full, the Corporation shall not

     (i)  declare  or  pay dividends  on,  make  any  other
distributions on, or redeem or purchase or otherwise acquire
for consideration any shares of stock ranking junior (either
as  to dividends or upon liquidation, dissolution or winding
up) to the Series A Junior Participating Preferred Stock;

    (ii)  declare  or pay dividends on or make  any  other
distributions  on any shares of stock ranking  on  a  parity
(either as to dividends or upon liquidation, dissolution  or
winding up) with the Series A Junior Participating Preferred
Stock,  except dividends paid ratably on the Series A Junior
Participating Preferred Stock and all such parity  stock  on
which  dividends are payable or in arrears in proportion  to
the  total  amounts to which the holders of all such  shares
are then entitled; or

   (iii)  redeem  or  purchase or otherwise  acquire  for
consideration  any  shares of Series A Junior  Participating
Preferred Stock, or any shares of stock ranking on a  parity
with  the  Series  A Junior Participating  Preferred  Stock,
except  in accordance with a purchase offer made in  writing
or  by publication (as determined by the Board of Directors)
to  all  holders of Series A Junior Participating  Preferred
Stock,  or  to such holders and holders of any  such  shares
ranking on a parity therewith, upon such terms as the  Board
of  Directors, after consideration of the respective  annual
dividend rates and other relative rights and preferences  of
the  respective series and classes, shall determine in  good
faith will result in fair and equitable treatment among  the
respective series or classes.

     (B) The Corporation shall not permit any subsidiary of
the   Corporation  to  purchase  or  otherwise  acquire  for
consideration any shares of stock of the Corporation  unless
the   Corporation  could,  under  paragraph  (A)   of   this
Section 4, purchase or otherwise acquire such shares at such
time and in such manner.

     5.  Reacquired Shares. Any shares of Series  A  Junior
Participating   Preferred  Stock  purchased   or   otherwise
acquired  by the Corporation in any manner whatsoever  shall
be  retired  and  cancelled promptly after  the  acquisition
thereof.   All  such  shares shall upon  their  cancellation
become authorized but unissued shares of Preferred Stock and
may  be reissued as part of a new series of Preferred  Stock
to  be created by resolution or resolutions of the Board  of
Directors,  subject  to any conditions and  restrictions  on
issuance set forth herein.

     6. Liquidation, Dissolution or Winding Up. (A) Upon any
liquidation (voluntary or otherwise), dissolution or winding
up  of the Corporation, no distribution shall be made to the
holders  of  shares of stock ranking junior  (either  as  to
dividends or upon liquidation, dissolution or winding up) to
the  Series  A Junior Participating Preferred Stock  unless,
prior  thereto,  the holders of shares of  Series  A  Junior
Participating Preferred Stock shall have received  $100  per
share,  plus an amount equal to accrued and unpaid dividends
and  distributions thereon, whether or not declared, to  the
date   of   such   payment   (the  "Series   A   Liquidation
Preference").  Following the payment of the full  amount  of
the   Series   A   Liquidation  Preference,  no   additional
distributions  shall  be made to the holders  of  shares  of
Series A Junior Participating Preferred Stock unless,  prior
thereto,   the  holders  of  shares  of  Common  Stock   and
Preference  Common Stock shall have received an  amount  per
share  (the  "Common  Adjustment")  equal  to  the  quotient
obtained by dividing (i) the Series A Liquidation Preference
by (ii) the Adjustment Number.  Following the payment of the
full  amount of the Series A Liquidation Preference and  the
Common  Adjustment in respect of all outstanding  shares  of
(1)  Series  A  Junior  Participating  Preferred  Stock  and
(2)  Common Stock and Preference Common Stock, respectively,
(a) holders of Series A Junior Participating Preferred Stock
and  (b)  holders of shares of Common Stock  and  Preference
Common Stock shall, subject to the prior rights of all other
series  of  Preferred Stock, if any, ranking prior  thereto,
receive  their  ratable  and  proportionate  share  of   the
remaining  assets  to be distributed in  the  ratio  of  the
Adjustment  Number to 1 with respect to  (x)  the  Series  A
Junior  Participating Preferred Stock  and  (y)  the  Common
Stock  and  Preference Common Stock, on a per  share  basis,
respectively.

     (B)  In  the  event,  however,   that  there   are  not
sufficient assets available to permit payment in full of the
Series   A   Liquidation  Preference  and  the   liquidation
preferences of all other series of Preferred Stock, if  any,
that rank on a parity with the Series A Junior Participating
Preferred  Stock,  then  such  remaining  assets  shall   be
distributed ratably to the holders of such parity shares  in
proportion to their respective liquidation preferences.   In
the  event,  however, that there are not  sufficient  assets
available   to  permit  payment  in  full  of   the   Common
Adjustment,  then such remaining assets shall be distributed
ratably to the holders of Common Stock and Preference Common
Stock.

     (C)  Neither   the   merger  or  consolidation  of  the
Corporation into or with another corporation nor the  merger
or  consolidation of any other corporation into or with  the
Corporation shall be deemed to be a liquidation, dissolution
or  winding up of the Corporation within the meaning of this
Section  6,  but  the sale, lease or conveyance  of  all  or
substantially all the Corporation's assets shall  be  deemed
to  be  a  liquidation, dissolution or  winding  up  of  the
Corporation within the meaning of this Section 6.

     7. Consolidation, Merger, etc.  In case the Corporation
shall  enter into any consolidation, merger, combination  or
other  transaction in which the shares of Common  Stock  are
exchanged  for  or changed into other stock  or  securities,
cash  and/or any other property, then in any such case  each
share of Series A Junior Participating Preferred Stock shall
at  the  same time be similarly exchanged or changed  in  an
amount  per share equal to the Adjustment Number  times  the
aggregate amount of stock, securities, cash and/or any other
property  (payable in kind), as the case may be, into  which
or  for  which  each  share of Common Stock  is  changed  or
exchanged.

     8. Redemption.  (A) The Corporation, at its option, may
redeem shares of the Series A Junior Participating Preferred
Stock in whole at any time and in part from time to time, at
a  redemption price equal to the Adjustment Number times the
current  per share market price (as such term is hereinafter
defined)  of the Common Stock on the date of the mailing  of
the  notice  of redemption, together with unpaid accumulated
dividends to the date of such redemption.  The "current  per
share  market price" on any date shall be deemed to  be  the
average of the closing price per share of such Common  Stock
for  the  ten  consecutive Trading Days  (as  such  term  is
hereinafter  defined)  immediately  prior  to   such   date;
provided,  however, that in the event that the  current  per
share  market price of the Common Stock is determined during
a  period  following the announcement of (i) a  dividend  or
distribution  on  the  Common Stock  other  than  a  regular
quarterly cash dividend or (ii) any subdivision, combination
or reclassification of such Common Stock and the ex-dividend
date  for such dividend or distribution, or the record  date
for such subdivision, combination or reclassification, shall
not  have  occurred prior to the commencement  of  such  ten
Trading Day period, then, and in each such case, the current
per  share market price shall be properly adjusted  to  take
into  account  ex-dividend trading.  The closing  price  for
each day shall be the last sales price, regular way, or,  in
case  no  such sale takes place on such day, the average  of
the  closing  bid and asked prices, regular way,  in  either
case  as  reported  in  the principal transaction  reporting
system  with  respect to securities listed  or  admitted  to
trading  on  the New York Stock Exchange, or, if the  Common
Stock  is not listed or admitted to trading on the New  York
Stock   Exchange,  on  the  principal  national   securities
exchange on which the Common Stock is listed or admitted  to
trading,  or, if the Common Stock is not listed or  admitted
to  trading  on any national securities exchange  but  sales
price information is reported for such security, as reported
by  the  National  Association of Securities  Dealers,  Inc.
Automated  Quotations System ("NASDAQ") or such other  self-
regulatory organization or registered securities information
processor  (as  such  terms are used  under  the  Securities
Exchange  Act  of  1934,  as  amended)  that  then   reports
information concerning the Common Stock, or, if sales  price
information is not so reported, the average of the high  bid
and  low asked prices in the over-the-counter market on such
day,  as reported by NASDAQ or such other entity, or, if  on
any  such  date the Common Stock is not quoted by  any  such
entity,  the average of the closing bid and asked prices  as
furnished by a professional market maker making a market  in
the  Common Stock selected by the Board of Directors of  the
Corporation.   If on any such date no such market  maker  is
making  a market in the Common Stock, the fair value of  the
Common Stock on such date as determined in good faith by the
Board  of  Directors of the Corporation shall be used.   The
term  "Trading Day" shall mean a day on which the  principal
national  securities exchange on which the Common  Stock  is
listed or admitted to trading is open for the transaction of
business, or, if the Common Stock is not listed or  admitted
to trading on any national securities exchange but is quoted
by  NASDAQ, a day on which NASDAQ reports trades, or, if the
Common Stock is not so quoted, a Monday, Tuesday, Wednesday,
Thursday  or  Friday  on which banking institutions  in  the
State of New York are not authorized or obligated by law  or
executive order to close.

     (B)  In  the event that fewer than all the outstanding
shares of the Series A Junior Participating Preferred  Stock
are  to  be  redeemed, the number of shares to  be  redeemed
shall be determined by the Board of Directors and the shares
to be redeemed shall be determined by lot or pro rata as may
be  determined  by the Board of Directors or  by  any  other
method  that may be determined by the Board of Directors  in
its sole discretion to be equitable.

     (C)  Notice of any such redemption shall be  given  by
mailing  to  the  holders of the shares of Series  A  Junior
Participating  Preferred Stock to be redeemed  a  notice  of
such redemption, first class postage prepaid, not later than
the  fifteenth  day and not earlier than  the  sixtieth  day
before  the date fixed for redemption, at their last address
as  the same shall appear upon the books of the Corporation.
Each  such  notice  shall state: (i)  the  redemption  date;
(ii)  the number of shares to be redeemed and, if fewer than
all  the shares held by such holder are to be redeemed,  the
number  of  such  shares to be redeemed  from  such  holder;
(iii)  the redemption price; (iv) the place or places  where
certificates  for  such  shares are to  be  surrendered  for
payment  of the redemption price; and (v) that dividends  on
the  shares to be redeemed will cease to accrue on the close
of  business  on such redemption date.  Any notice  that  is
mailed  in  the manner herein provided shall be conclusively
presumed  to  have  been  duly given,  whether  or  not  the
stockholder received such notice, and failure duly  to  give
such  notice by mail, or any defect in such notice,  to  any
holder  of  Series  A Junior Participating  Preferred  Stock
shall  not  affect the validity of the proceedings  for  the
redemption   of  any  other  shares  of  Series   A   Junior
Participating Preferred Stock that are to be  redeemed.   On
or  after  the date fixed for redemption as stated  in  such
notice,  each  holder  of the shares called  for  redemption
shall  surrender the certificate evidencing such  shares  to
the  Corporation at the place designated in such notice  and
shall  thereupon  be  entitled to  receive  payment  of  the
redemption  price.  If fewer than all the shares represented
by  any  such  surrendered certificate are redeemed,  a  new
certificate  shall  be  issued representing  the  unredeemed
shares.

     (D)  The  shares  of  Series  A  Junior  Participating
Preferred Stock shall not be subject to the operation of any
purchase, retirement or sinking fund.

     9.   Ranking.   The  Series  A  Junior  Participating
Preferred Stock shall rank junior to all other series of the
Corporation's Preferred Stock as to the payment of dividends
and the distribution of assets, unless the terms of any such
series shall provide otherwise, and shall rank senior to the
Common Stock and Preference Common Stock as to such matters.

    10. Amendment.  At any time that any shares of Series A
Junior  Participating Preferred Stock are  outstanding,  the
Restated  Certificate of Incorporation  of  the  Corporation
shall  not  be amended in any manner which would  materially
alter or change the powers, preferences or special rights of
the  Series A Junior Participating Preferred Stock so as  to
affect  them adversely without the affirmative vote  of  the
holders  of a majority or more of the outstanding shares  of
Series   A  Junior  Participating  Preferred  Stock,  voting
separately as a class.

    11.  Fractional Shares.  Series A Junior Participating
Preferred  Stock may be issued in fractions of a share  that
shall  entitle  the holder, in proportion to  such  holder's
fractional  shares,  to  exercise  voting  rights,   receive
dividends,  participate in distributions  and  to  have  the
benefit  of all other rights of holders of Series  A  Junior
Participating Preferred Stock.





By: LINDA F. CONDIT
Linda F. Condit
Corporate Secretary

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