Exhibit 3(b)










                             BY-LAWS


                               OF


                   PEOPLES ENERGY CORPORATION

























                                            AMENDED JULY 1, 1997
PEOPLES ENERGY CORPORATION


                             BY-LAWS




ARTICLE I            -          OFFICES


ARTICLE II           -          MEETINGS OF SHAREHOLDERS


ARTICLE III          -          DIRECTORS AND COMMITTEES


ARTICLE IV           -          OFFICERS


ARTICLE V            -          INDEMNIFICATION OF DIRECTORS,
                                  OFFICERS, EMPLOYEES AND AGENTS


ARTICLE VI           -          CERTIFICATES OF STOCK AND THEIR
                                  TRANSFER


ARTICLE VII          -          MISCELLANEOUS (CONTRACTS)


ARTICLE VIII         -          AMENDMENT OR REPEAL OF BY-LAWS

                   PEOPLES ENERGY CORPORATION


                              INDEX
                                                           PAGE

                                A

    Amendment of By-Laws                                     18
    Appointment of Officers                                  10
    Assistant Controller, Duties of                          13
    Assistant General Counsel, Duties of                     13
    Assistant Secretary, Duties of                           13
    Assistant Treasurer, Duties of                           13
    Assistant Vice President, Duties of                      12

                                B

    Board of Directors                                        5

                                C

    Certificates of Stock and Their Transfer                 15
    Chairman of the Board, Duties of                         11
    Chairman of the Executive Committee                       8
    Committees
      Executive                                               8
      Other                                                   9
    Controller, Duties of                                    13
    Contracts, Execution of                                  17

                                D

    Directors and Committees                                  5

                                E

    Election of Directors                                     5
    Election of Officers                                     10
    Executive Committee                                       8

                                F

    Fees and Compensation                                     9

                   PEOPLES ENERGY CORPORATION


                                                           PAGE

                                G

    General Counsel, Duties of                               13

                                I

    Indemnification of Directors, Officers, Employees
      and Agents                                             14

                                M

    Meetings
      Directors                                               7
        Action Without Meeting                                9
      Shareholders                                            1

                                N

    Notice of Meetings
      Directors                                               7
      Shareholders                                            2

                                O

    Officers
      Appointed                                              10
      Elected                                                10
    Offices, Two or More Held By One Person                  10

                                P

    President, Duties of                                     11
    Presiding Officer
      Board Meetings                                          8
      Shareholders Meetings                                   5
    Proxies                                                   4

                                Q

    Quorum
      Board                                                   7
      Shareholders                                            4
                   PEOPLES ENERGY CORPORATION


                                                           PAGE

                                S

    Secretary, Duties of                                     12
    Signatures to Checks, Drafts, etc.                       17
    Stock, Certificates of and their Transfer                15

                                T

    Treasurer, Duties                                        12

                                V

    Vice President, Duties of                                12
    Voting
      Shareholders                                            4
      Stock Owned by Company                                 18
                             BY-LAWS

                               OF

                   PEOPLES ENERGY CORPORATION


                            ARTICLE I

                             Offices

         SECTION 1.1.                                            
Principal Office.  The principal office of the Company shall be
in the City of Chicago, County of Cook and State of Illinois.
         SECTION 1.2.                                            
Other Offices.  The Company may also have offices at such other
places both within and without the State of Illinois as the Board
of Directors may from time to time determine or the business of
the Company may require.
                           ARTICLE II
                    Meetings of Shareholders
         SECTION 2.1.                                            
Annual Meeting.  The annual meeting of the shareholders shall be
held on the fourth Friday of the month of February in each year,
if not a legal holiday, or, if a legal holiday, then on the next
succeeding business day, for the purpose of electing directors
and for the transaction of such other business as may come before
the meeting.  If the election of directors shall not be held on
the day herein designated for the annual meeting, or at any
adjournment thereof, the Board of Directors shall cause such
election to be held at a special meeting of the shareholders as
soon thereafter as convenient.
         SECTION 2.2.                                            
Special Meetings.  Except as otherwise prescribed by statute,
special meetings of the shareholders for any purpose or purposes,
may be
called by the Chairman of the Board, the Vice Chairman of the
Executive Committee, the Executive Committee or the President. 
Such request shall state the purpose or purposes of the proposed
meeting.
         SECTION 2.3.                                            
Place of Meetings.  Each meeting of the shareholders for the
election of the directors shall be held at the principal office
of the Company in the City of Chicago, Illinois, unless the Board
of Directors shall by resolution designate another place as the
place of such meeting.  Meetings of shareholders for any other
purpose may be held at such place, and at such time as shall be
determined by the Chairman of the Board, or the President, or in
their absence, by the Secretary, and stated in the notice of the
meeting or in a duly executed waiver of notice thereof.
         SECTION 2.4.                                            
Notice of Meetings.  Written or printed notice stating the place,
date and hour of each annual or special meeting of the
shareholders, and, in the case of a special meeting, the purpose
or purposes for which the meeting is called, shall be given not
less than 10 nor more than 60 days before the date of the
meeting, except as otherwise provided in this section or by
statute.  Notice of any meeting of the shareholders may be waived
by any shareholder.  At any meeting of the shareholders of the
Company, only such business shall be conducted as shall have been
brought before the meeting (1) by or at the direction of the
Board of Directors or (2) by any shareholder of the Company who
is a holder of record at the time of giving the notice provided
for in this section, who shall be entitled to vote at the
meeting, and who complies with the notice procedures set forth in
this section.  For business to be properly brought before a
shareholders' meeting by a shareholder, timely written notice
shall be made to the Secretary of the Company.  The shareholder's
notice shall be delivered to, or mailed and received at, the
principal office of the Company not less than 60 days nor more
than 90 days prior to the meeting; provided, however, in the
event that less than 70 days notice or prior public disclosure of
the date of the meeting is given or made to shareholders, notice
by the shareholder to be timely must be received not later than
the close of business on the tenth day following the day on which
the notice of the date of the meeting was mailed or the public
disclosure was made; provided further however, notice by the
shareholder to be timely must be received in any event not later
than the close of business on the seventh day preceding the day
on which the meeting is to be held.  The shareholder's notice
shall set forth (1) a brief description of the business desired
to be brought before the meeting and the reasons for considering
the business, and (2) (a) the name and address, as they appear on
the Company's books, of the shareholder, (b) the class and number
of shares of capital stock of the Company owned by the
shareholder, and (c) any material interest of the shareholder in
the proposed business.  The shareholder shall also comply with
all applicable requirements of the Securities Exchange Act of
1934 (the "1934 Act") and the rules and regulations thereunder
with respect to the matters set forth in this section.  If the
chairman of the meeting shall determine and declare at the
meeting that the proposed business was not brought before the
meeting in accordance with the procedures prescribed by this
section, the business shall not be considered.  The notice
procedures set forth in this section 2.4 do not change or limit
any procedures the Company may require in accordance with
applicable law with respect to the inclusion of matters in the
Company's proxy statement.
         SECTION 2.5.                                            
Quorum.  The holders of a majority of the shares issued and
outstanding and entitled to vote thereat, present in person or
represented by proxy, shall be requisite for, and shall
constitute, a quorum at all meetings of the shareholders of the
Company for the transaction of business, except as otherwise
provided by statute or these by-laws.  If a quorum shall not be
present or represented at any meeting of the shareholders, the
shareholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting
from time to time, without notice other than announcement at the
meeting if the adjournment is for thirty days or less or unless
after that adjournment a new record date is fixed, until a quorum
shall be present or represented.  At such adjourned meeting at
which a quorum shall be present or represented, any business may
be transacted which might have been transacted at the meeting as
originally noticed.
         SECTION 2.6.                                            
Proxies.  At every meeting of the shareholders, each shareholder
having the right to vote thereat shall be entitled to vote in
person or by proxy.  Such proxy shall be appointed by an
instrument in writing subscribed by such shareholder and bearing
a date not more than eleven months prior to such meeting, unless
such proxy provides for a longer period, and shall be filed with
the Secretary of the Company before, or at the time of, the
meeting.
         SECTION 2.7.                                            
Voting.  At each meeting of the shareholders, each shareholder
shall be entitled to one vote for each share of stock entitled to
vote thereat which is registered in the name of such shareholder
on the books of the Company.  At all elections of directors of
the Company, the holders of shares of stock of the Company shall
be entitled to cumulative voting.  When a quorum is present at
any meeting of the shareholders, the vote of the holders of a
majority of the shares present in person or represented by proxy
and entitled to vote at the meeting shall be sufficient for the
transaction of any business, unless otherwise provided by
statute, the Articles of Incorporation or these by-laws.
         SECTION 2.8.                                            
Presiding Officer.  The presiding officer of any meeting of the
shareholders shall be the Chairman of the Board or, in the case
of the absence of the Chairman of the Board, the President.
                           ARTICLE III
                    Directors and Committees
         SECTION 3.1.  Number and Election.  The business and
affairs of the Company shall be managed and controlled by a Board
of Directors, eleven (11) in number, none of whom need to be a
shareholder, which number may be altered from time to time by
amendment of these by-laws, but shall never be less than three
(3).  Except as provided in the Articles of Incorporation, the
directors shall be elected by the shareholders entitled to vote
at the annual meeting of such shareholders and each director
shall be elected to serve for a term of one (1) year and
thereafter until a successor shall be elected and shall qualify. 
Only persons who are nominated in accordance with the procedures
set forth in this section shall be eligible to be nominated as
directors at any meeting of the shareholders of the Company.  At
any meeting of the shareholders of the Company, nominations of
persons for election to the Board of Directors may be made (1) by
or at the direction of the Board of Directors or (2) by any
shareholder of the Company who is a holder of record at the time
of giving the notice provided for in this section, who shall be
entitled to vote at the meeting, and who complies with the notice
procedures set forth in this section.  For a nomination to be
properly brought before a shareholders' meeting by a shareholder,
timely written notice shall be made to the Secretary of the
Company.  The shareholder's notice shall be delivered to, or
mailed and received at, the principal office of the Company no
less than 60 days nor more than 90 days prior to the meeting;
provided, however, in the event that less than 70 days notice or
prior public disclosure of the date of the meeting is given or
made to shareholders, notice by the shareholder to be timely must
be received not later than the close of business on the tenth day
following the day on which the notice of the date of the meeting
was mailed or the public disclosure was made; provided further,
however, notice by the shareholder to be timely must be received
in any event not later than the close of business on the seventh
day preceding the day on which the meeting is to be held.  The
shareholder's notice shall set forth (1) as to each person whom
the shareholder proposes to nominate for election or reelection
as a director, all information relating to such person that is
required to be disclosed in solicitations of proxies for election
of directors, or is otherwise required by applicable law
(including the person's written consent to being named as a
nominee and to serving as a director if elected), and (2) (a) the
name and address, as they appear on the Company's books, of the
shareholder, (b) the class and number of shares of capital stock
of the Company owned by the shareholder, and (c) a description of
all arrangements or understandings between the shareholder and
each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are
to be made by the shareholder.  The shareholder shall also comply
with all applicable requirements of the 1934 Act and the rules
and regulations thereunder with respect to the matters set forth
in this section.  If the chairman of the meeting shall determine
and declare at the meeting that a nomination was not made in
accordance with the procedures prescribed by this section, the
nomination shall not be accepted.
         SECTION 3.2.                                            
Regular Meetings.  A regular meeting of the Board of Directors
shall be held immediately, or as soon as practicable, after the
annual meeting of the shareholders in each year for the purpose
of electing officers and for the transaction of such other
business as may be deemed necessary, and regular meetings of the
Board shall be held at such date and time and at such place as
the Board of Directors may from time to time determine.  Not less
than two days' notice of all regular meetings of the Board,
except the meeting to be held after the annual meeting of
shareholders which shall be held without other notice than this
by-law, shall be given to each director personally or by mail or
telegram.
         SECTION 3.3.                                            
Special Meetings.  Special meetings of the Board may be called at
any time by the Chairman of the Board, the President, or by any
two directors, by causing the Secretary to mail to each director,
not less than three days before the time of such meeting, a
written notice stating the time and place of such meeting. 
Notice of any meeting of the Board may be waived by any director.
         SECTION 3.4.                                            
Quorum.  At each meeting of the Board of Directors, the presence
of not less than a majority of the total number of directors
specified in Section 3.1 hereof shall be necessary and sufficient
to constitute a quorum for the transaction of business, and the
act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of
Directors, except as may be otherwise specifically provided by
statute.  If a quorum shall not be present at any meeting of
directors, the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.  In determining the
presence of a quorum at a meeting of the directors or a committee
thereof for the purpose of authorizing a contract or transaction
between the Company and one or more of its directors, or between
the Company and any other corporation, partnership, association,
or other organization in which one or more of the directors of
this Company are directors or officers, or have a financial
interest in such other organization, such interested director or
directors may be counted in determining a quorum.
         SECTION 3.5.                                            
Presiding Officer.  The presiding officer of any meeting of the
Board of Directors shall be the Chairman of the Board.  In the
case of the absence of the Chairman of the Board, for reasons
other than provided in Section 4.3, the President shall act in
his place and stead.  In the case of the temporary absence of
both the Chairman of the Board and the President, the Vice
Chairman of the Executive Committee or, in his absence, any other
director elected by vote of a majority of the directors present
at the meeting, shall act as chairman of the meeting.
         SECTION 3.6.                                            
Executive Committee.  The Executive Committee of the Board of
Directors shall consist of the Chairman of the Board who shall be
the Chairman of the Executive Committee, and each of the
nonmanagement directors.  The Chairman of the Board shall select
a Vice Chairman of the Executive Committee subject to the
approval of the Board of Directors of the Company.  The Executive
Committee shall, in the recess of the Board, have all the powers
of the Board except those powers which, under the law of the
State of Illinois, may not be exercised by such Committee and
shall keep a record of its proceedings and report the same to the
Board.  The Executive Committee may meet at any place whenever
required by a member of the Committee and may act by the consent
of a majority of its members, although not formally convened.
         SECTION 3.7.                                            
Other Committees.  The Board may appoint other committees,
standing or special, from time to time from among its own members
or otherwise, and may confer such powers on such committees as
the Board may determine and may revoke such powers and terminate
the existence of such committees at its pleasure.
         SECTION 3.8.                                            
Action Without Meeting.  Any action required or permitted to be
taken at any meeting of the Board of Directors, or any committee
thereof, may be taken without a meeting if all members of the
Board or of such committee, as the case may be, consent thereto
in writing and such writing or writings are filed with the
minutes of the proceedings of the Board or such committee.
         SECTION 3.9.                                            
Fees and Compensation of Directors.  Directors shall not receive
any stated salary for their services as such; but, by resolution
of the Board of Directors, reasonable fees, with or without
expenses of attendance, may be allowed.  Members of the Board
shall be allowed their reasonable traveling expenses when
actually engaged in the business of the Company, to be audited
and allowed as in other cases of demands against the Company. 
Members of standing or special committees may be allowed fees and
expenses for attending committee meetings.  Nothing herein
contained shall be construed to preclude any director from
serving the Company in any other capacity and receiving
compensation therefor.
                           ARTICLE IV
                            Officers
         SECTION 4.1.                                            
Election of Officers.  There shall be elected by the Board of
Directors in each year the following officers:  a Chairman of the
Board; a President; such number of Senior Vice Presidents, such
number of Executive Vice Presidents, such number of Vice
Presidents and such number of Assistant Vice Presidents as the
Board at the time may decide upon; a Secretary; such number of
Assistant Secretaries as the Board at the time may decide upon; a
Treasurer; such number of Assistant Treasurers as the Board at
the time may decide upon; a Controller; and such number of
Assistant Controllers as the Board at the time may decide upon; a
General Counsel; and such number of Assistant General Counsel as
the Board at the time may decide upon.  Any two or more offices
may be held by one person, except that the offices of President
and Secretary may not be held by the same person.  All officers
shall hold their respective offices during the pleasure of the
Board.
         SECTION 4.2.                                            
Appointment of Officers.  The Board of Directors, the Executive
Committee, the Chairman of the Board, or the President may from
time to time appoint such other officers as may be deemed
necessary, including one or more Vice Presidents, one or more
Assistant Vice Presidents, one or more Assistant Secretaries, one
or more Assistant Treasurers, one or more Assistant Controllers
and one or more Assistant General Counsel, and such other agents
and employees of the Company as may be deemed proper.  Such
officers, agents and employees shall have such authority, perform 
such duties and receive such compensation as the Board of Directors, 
the Executive Committee or, in the case of appointments made by 
the Chairman of the Board or the President, as the Chairman of the 
Board or the President, may from time to time prescribe and determine.
The Board of Directors or the Executive Committee may from time to time
authorize any officer to appoint and remove agents and employees,
to prescribe their powers and duties and to fix their
compensation therefor.
         SECTION 4.3.                                            
Duties of Chairman of the Board.  The Chairman of the Board shall
be the chief executive officer of the Company and shall have
control and direction of the management and affairs of the
Company and may execute all contracts, deeds, assignments,
certificates, bonds or other obligations for and on behalf of the
Company, and sign certificates of stock and records of
certificates required by law to be signed by the Chairman of the
Board.  When present, the Chairman of the Board shall preside at
all meetings of the Board and of the shareholders.  In the
absence of the Chairman of the Board, due to his permanent
disability, death, resignation or removal from office, the Vice
Chairman of the Executive Committee shall promptly convene the
Executive Committee to select a nominee for that office and
submit said nominee's name to the Board of Directors for their
consideration.
         SECTION 4.4.                                            
Duties of President.  Subject to the Control and direction of the
Chairman of the Board, and to the control of the Board, the
President shall have general management of all the business of
the Company, and he shall have such other powers and perform such
other duties as may be prescribed for him by the Board or be
delegated to him by the Chairman of the Board.  He shall possess
the same power as the Chairman of the Board to sign all
certificates, contracts and other instruments of the Company.  In
case of the absence or disability of the President, or in case of
his death, resignation or removal from office, the powers and
duties of the President shall devolve upon the Chairman of the
Board during absence or disability, or until the vacancy in the
office of President shall be filled.
         SECTION 4.5.                                            
Duties of Vice President.  Each of the Senior Vice Presidents,
Executive Vice Presidents, Vice Presidents and Assistant Vice
Presidents shall have such powers and duties as may be prescribed
for him by the Board, or be delegated to him by the Chairman of
the Board or by the President.  Each of such officers shall
possess the same power as the President to sign all certificates,
contracts and other instruments of the Company.
         SECTION 4.6.                                            
Duties of Secretary.  The Secretary shall have the custody and
care of the corporate seal, records and minute books of the
Company.  He shall attend the meetings of the Board, of the
Executive Committee, and of the shareholders, and duly record and
keep the minutes of the proceedings, and file and take charge of
all papers and documents belonging to the general files of the
Company, and shall have such other powers and duties as are
commonly incident to the office of Secretary or as may be
prescribed for him by the Board, or be delegated to him by the
Chairman of the Board or by the President.
         SECTION 4.7.                                            
Duties of Treasurer.  The Treasurer shall have charge of, and be
responsible for, the collection, receipt, custody and
disbursement of the funds of the Company, and shall deposit its
funds in the name of the Company in such banks, trust companies
or safety deposit vaults as the Board may direct.  He shall have
the custody of the stock record books and such other books and
papers as in the practical business operations of the Company
shall naturally belong in the office or custody of the Treasurer,
or as shall be placed in his custody by the Board, the Chairman
of the Board, the President, or any Vice President, and shall
have such other powers and duties as are commonly incident to the
office of Treasurer, or as may be prescribed for him by the
Board, or be delegated to him by the Chairman of the Board or by
the President.
         SECTION 4.8.                                            
Duties of Controller.  The Controller shall have control over all
accounting records pertaining to moneys, properties, materials
and supplies of the Company.  He shall have Charge of the
bookkeeping and accounting records and functions, the related
accounting information systems and reports and executive
supervision of the system of internal accounting controls, and
such other powers and duties as are commonly incident to the
office of Controller or as may be prescribed by the Board, or be
delegated to him by the Chairman of the Board or by the
President.
         SECTION 4.9.                                            
Duties of General Counsel.  The General Counsel shall have full
responsibility for all legal advice, counsel and services for the
Company and its subsidiaries including employment and retaining
of attorneys and law firms as shall in his discretion be
necessary or desirable and shall have such other powers and shall
perform such other duties as from time to time may be assigned to
him by the Board, the Chairman of the Board or the President.
         SECTION 4.10.                                           
Duties of Assistant Secretary, Assistant Treasurer, Assistant
Controller and Assistant General Counsel.  The Assistant
Secretary, Assistant Treasurer, Assistant Controller and
Assistant General Counsel shall assist the Secretary, Treasurer,
Controller, and General Counsel, respectively, in the performance
of the duties assigned to each and shall for such purpose have
the same powers as his principal.  He shall also have such other
powers and duties as may be prescribed for him by the Board, or
be delegated to him by the Chairman of the Board or by the
President.
                            ARTICLE V
  Indemnification of Directors, Officers, Employees and Agents
         SECTION 5.1.  Indemnification of Directors, Officers and
Employees.  The Company shall indemnify, to the fullest extent
permitted under the laws of the State of Illinois and any other
applicable laws, as they now exist or as they may be amended in
the future, any person who was or is a party, or is threatened to
be made a party, to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or
investigative (including, without limitation, an action by or in
the right of the Company), by reason of the fact that he or she
is or was a director, officer or employee of the Company, or is
or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise
against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or
proceeding.
         SECTION 5.2.  Advancement of Expenses to Directors,
Officers and Employees.  Expenses incurred by such a director,
officer or employee in defending a civil or criminal action, suit
or proceeding shall be paid by the Company in advance of the
final disposition of such action, suit or proceeding to the
fullest extent permitted under the laws of the State of Illinois
and any other applicable laws, as they now exist or as they may
be amended in the future.
         SECTION 5.3.  Indemnification and Advancement of
Expenses to Agents.  The board of directors may, by resolution,
extend the provisions of this Article V regarding indemnification
and the advancement of expenses to any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding by reason of the
fact he or she is or was an agent of the Company or is or was
serving at the request of the Company as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise.
         SECTION 5.4.  Rights Not Exclusive.  The rights provided
by or granted under this Article V are not exclusive of any other
rights to which those seeking indemnification or advancement of
expenses may be entitled.
         SECTION 5.5.  Continuing Rights.  The indemnification
and advancement of expenses provided by or granted under this
Article V shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of that
person.
                           ARTICLE VI
            Certificates of Stock and Their Transfer
         SECTION 6.1.                                            
Certificates of Stock.  The certificates of stock of the Company
shall be in such form as may be determined by the Board of
Directors, shall be numbered and shall be entered in the books of
the Company as they are issued.  They shall exhibit the holder's
name and number of shares and shall be signed by the Chairman of
the Board, the President or a Vice President and also by the
Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary and shall bear the corporate seal or a
facsimile thereof.  If a certificate is countersigned by a
transfer agent or registrar, other than the Company itself or its
employee, any other signature or countersignature on the
certificate may be facsimiles.  In case any officer of the
Company, or any officer or employee of the transfer agent or
registrar, who has signed or whose facsimile signature has been
placed upon such certificate ceases to be an officer of the
Company, or an officer or employee of the transfer agent or
registrar, before such certificate is issued, said certificate
may be issued with the same effect as if the officer of the
Company, or the officer or employee of the transfer agent or
registrar, had not ceased to be such at the date of issue.
         SECTION 6.2.                                            
Transfer of Stock.  Upon surrender to the Company of a
certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, and
upon payment of applicable taxes with respect to such transfer,
it shall be the duty of the Company, subject to such rules and
regulations as the Board of Directors may from time to time deem
advisable concerning the transfer and registration of
certificates for shares of stock of the Company, to issue a new
certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.
         SECTION 6.3.                                            
Shareholders of Record.  The Company shall be entitled to treat
the holder of record of any share or shares of stock as the
holder in fact thereof and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such
share or shares on the part or any other person, whether or not
it shall have express or other notice thereof, except as
otherwise provided by statute.
         SECTION 6.4.                                            
Lost, Destroyed or Stolen Certificates.  The Board of Directors,
in individual cases or by general resolution, may direct a new
certificate or certificates to be issued by the Company as a
replacement for a certificate or certificates for a like number
of shares alleged to have been lost, destroyed or stolen, upon
the making of an affidavit of that fact by the person claiming
the certificate or certificates of stock to be lost, destroyed or
stolen.  When authorizing such issue of a new certificate or
certificates, the Board of Directors may, in its discretion and
as a condition precedent to the issuance thereof, require the
owner of such lost, destroyed or stolen certificate or
certificates, or his legal representative, to give the Company a
bond in such form and amount as it may direct as indemnity
against any claim that may be made against the Company with
respect to the certificate or certificates alleged to have been
lost, destroyed or stolen.
                           ARTICLE VII
                          Miscellaneous
         SECTION 7.1.                                            
Contracts and Other Instruments.  All contracts or obligations of
the Company shall be in writing and shall be signed either by the
Chairman of the Board, the President, or any Vice President and,
unless the Board shall otherwise determine and direct, the seal
of the Company shall be attached thereto, duly attested by the
Secretary or an Assistant Secretary, except contracts entered
into in the ordinary course of business where the amount involved
is less than Five Hundred Thousand Dollars ($500,000), and except
contracts for the employment of servants or agents, which
contracts so excepted may be entered into by the Chairman of the
Board, the President, any Vice President, or by such officers or
agents as the Chairman of the Board or the President may
designate and authorize.  Unless the Board shall otherwise
determine and direct, all checks or drafts and all promissory
notes shall be signed by two officers of the Company.  When
prescribed by the Board, bonds, promissory notes, and other
obligations of the Company may bear the facsimile signature of
the officer who is authorized to sign such instruments and,
likewise, may bear the facsimile signature of the Secretary or an
Assistant Secretary.
         SECTION 7.2.                                            
Voting Stock Owned by Company.  Any or all shares owned by the
Company in any other corporation, and any or all voting trust
certificates owned by the Company calling for or representing
shares of stock of any other corporation, may be voted by the
Chairman of the Board, the President, any Vice President, the
Secretary or the Treasurer, either in person or by written proxy
given to any person in the name of the Company at any meeting of
the shareholders of such corporation, or at any meeting of voting
trust certificate holders, upon any question that may be
presented at any such meeting.  Any such officer, or anyone so
representing him by written proxy, may on behalf of the Company
waive any notice of any such meeting required by any statute or
by-law and consent to the holding of such meeting without notice.
                          ARTICLE VIII
                 Amendment or Repeal of By-Laws
         These by-laws may be added to, amended or repealed at
any regular or special meeting of the Board by a vote of a
majority of the membership of the Board.