Exhibit 3(b)





                              BY-LAWS


                                OF


                    PEOPLES ENERGY CORPORATION














                                       AMENDED FEBRUARY 28, 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, ten (10) 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.l 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.