PENNZOIL COMPANY
                         BY-LAWS
                      (As Amended)

                       ARTICLE I.
                MEETINGS OF SHAREHOLDERS

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

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

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

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

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

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

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

   SECTION  8.  Any  meeting   of   the  shareholders   may  be
adjourned  from  time  to time, without notice  other  than  by
announcement   at  the  meeting at which such  adjournment   is
taken,  and  at  any such adjourned meeting at which  a  quorum
shall be present any action may be taken that  could  have been
taken  at the meeting originally called; provided that if   the
adjournment  is  for more than thirty days,  or  if  after  the
adjournment  a  new  record date is  fixed for   the  adjourned
meeting,  a notice of the adjourned meeting shall be  given  to
each  shareholder of record entitled to  vote at the  adjourned
meeting.

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

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

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

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

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

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

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

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

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

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

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

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

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

                       ARTICLE II.
                   BOARD OF DIRECTORS

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

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

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

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

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

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

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

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

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

                      ARTICLE III.
                   EXECUTIVE COMMITTEE

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

                       ARTICLE IV.
                        OFFICERS

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

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

                       ARTICLE V.
                          SEAL

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

                       ARTICLE VI.
                  CERTIFICATES OF STOCK

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

                      ARTICLE VII.
                     INDEMNIFICATION

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

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

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

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

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

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

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

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

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

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

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

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

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

   SECTION  12.  For purposes  of this Article:

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

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

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

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

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

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

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

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

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

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

                      ARTICLE VIII.
                       AMENDMENTS

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

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

May 7, 1998