AMENDED AND RESTATED BY-LAWS
                                     OF
                                MAXXAM INC.


                                 ARTICLE I
                                  OFFICES

     Section 1.     Registered Office.  The corporation shall maintain a
registered office in the State of Delaware as required by law.

     Section 2.     Other Offices.  The corporation may also have offices
at other places, within or without the State of Delaware, as the Board of
Directors may from time to time designate or the business of the
corporation may require.

                                 ARTICLE II
                                STOCKHOLDERS

     Section 1.     Place of Meetings.  All meetings of stockholders shall
be held at such places, either within or without the State of Delaware, as
may be fixed from time to time by the Board of Directors.

     Section 2.     Annual Meeting.  Annual meetings of stockholders shall
be held on such date during the month of May or June of each year, or such
other date as may be determined by the Board of Directors, and at such time
as may be fixed from time to time by the Board of Directors. At each annual
meeting of stockholders, the stockholders shall elect directors by a
plurality vote, and may transact such other business as may properly be
brought before the meeting.  The Board of Directors acting by resolution
may postpone and reschedule any previously scheduled annual meeting of
stockholders.

     Nominations of persons for election to the Board of Directors of the
corporation and the proposal of business to be considered by the
stockholders may be made at an annual meeting of stockholders (a) pursuant
to the corporation's notice of meeting, (b) by or at the direction of the
Board of Directors, or (c) by any stockholder of the corporation who was a
stockholder of record at the time of giving of notice, who is entitled to
vote at the meeting and who complied with the applicable notice procedures.
The provisions governing the required notice are set forth in (i) the
Fifteenth paragraph of the corporation's Restated Certificate of
Incorporation for purposes of nominations for directors, and (ii) this By-
Law for purposes of proposal of other business.

     For business, other than nominations for directors, to be properly
brought before an annual meeting by a stockholder pursuant to clause (c) of
the foregoing paragraph of this By-Law, the stockholder must have given
timely notice thereof in writing to the Secretary of the corporation.  To
be timely, a stockholder's notice shall be delivered to the Secretary at
the principal executive offices of the corporation not less than 60 days
nor more than 90 days prior to the first anniversary of the preceding
year's annual meeting; provided, however, that in the event that the date
of the annual meeting is advanced by more than 30 days or delayed by more
than 60 days from such anniversary date, notice by the stockholder to be
timely must be so delivered not earlier than the 90th day prior to such
annual meeting and not later than the close of business on the later of the
60th day prior to such annual meeting or the 10th day following the day on
which public announcement of the date of such meeting is first made.  Such
stockholder's notice shall set forth, as to any other business that the
stockholder proposes to bring before the meeting, a brief description of
the business desired to be brought before the meeting, the reasons for
conducting such business at the meeting and any material interest in such
business of such stockholder and the beneficial owner, if any, on whose
behalf the nomination or proposal is made as well as (i) the name and
address of such stockholder, as they appear on the corporation's books, and
of such beneficial owner, if applicable, and (ii) the class and number of
shares of the corporation which are owned beneficially and of record by
such stockholder and such beneficial owner, if applicable.

     In addition to the information required in the Fifteenth paragraph of
the corporation's Restated Certificate of Incorporation, any stockholder's
notice relating to nominations for directors shall set forth all
information relating to such person that is required to be disclosed in
solicitation of proxies for election of directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (including such
person's written consent to being named in the proxy statement as a nominee
and to serving as a director if elected)

     Notwithstanding anything herein 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 announcement naming all of
the nominees for director or specifying the size of the increased Board of
Directors made by the corporation at least 70 days prior to the first
anniversary of the preceding year's annual meeting, a stockholder'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 announcement is first made by the
corporation.

     Only such persons who are nominated in accordance with the procedures
set forth in the corporation's Restated Certificate of Incorporation and
these By-Laws shall be eligible to serve as directors and only such
business shall be conducted at an annual meeting of stockholders as shall
have been brought before the meeting in accordance with the procedures set
forth in this By-Law.  The chairman of the meeting shall have the power and
duty to determine whether any nomination or business proposed to be brought
before the meeting was made in accordance with the procedures set forth in
the corporation's Restated Certificate of Incorporation or these By-Laws,
as applicable, and if any proposed nomination or business is not in
compliance with the corporation's Restated Certificate of Incorporation or
these By-Laws, as applicable, to declare that such defective nomination or
proposal shall be disregarded.

     For purposes of this By-Law, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Services,
Associated Press or comparable national news service or in a document
publicly filed by the corporation with the Securities and Exchange
Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act.

     Notwithstanding the Fifteenth paragraph of the corporation's Restated
Certificate of Incorporation or the foregoing provisions of this By-Law, a
stockholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in the Fifteenth paragraph of the corporation's Restated
Certificate of Incorporation and this By-Law.  Nothing in the Fifteenth
paragraph of the corporation's Restated Certificate of Incorporation or
this By-Law shall be deemed to affect any rights of stockholders to request
inclusion of proposals in the corporation's proxy statement pursuant to
Rule 14a-8 under the Exchange Act.

     Section 3. Special Meetings.  Special meetings of the stockholders for
any purpose or purposes may only be called by the Board of Directors as
required by the Sixteenth paragraph of the corporation's Restated
Certificate of Incorporation.  The power of stockholders to call a special
meeting is specifically denied in the corporation's Restated Certificate of
Incorporation.  Business transacted at all special meetings shall be
confined to the specific purpose or purposes of the persons authorized to
request such special meeting as set forth in this Section 3 and only such
purpose or purposes shall be set forth in the notice of such meeting.  The
Board of Directors acting by resolution may postpone and reschedule any
previously scheduled special meeting of stockholders.

     Nominations of persons for election to the Board of Directors may be
made at a special meeting of stockholders at which directors are to be
elected (a) pursuant to the corporation's notice of meeting (b) by or at
the direction of the Board of Directors or (c) by any stockholder of the
corporation who is a stockholder of record at the time of giving of notice
provided for in this By-Law, who shall be entitled to vote at the meeting
and who complies with the notice procedures set forth in this By-Law.
Nominations by stockholders of persons for election to the Board of
Directors may be made at such a special meeting of stockholders if the
stockholder's notice required by the third paragraph of Section 2 of
Article II of these By-Laws shall be delivered to the Secretary at the
principal executive offices of the corporation not earlier than the 90th
day prior to such special meeting and not later than the close of business
on the later of the 60th day prior to such special meeting or the 10th day
following the day on which public announcement is first made of the date of
the special meeting and of the nominees proposed by the Board of Directors
to be elected at such meeting.

     Only such persons who are nominated in accordance with the procedures
set forth in these By-Laws shall be eligible to serve as directors and only
such business shall be conducted at a special meeting of the stockholders
as shall have been brought before the meeting in accordance with the
procedures set forth in this By-Law.  The chairman of the meeting shall
have the power and duty to determine whether any nomination or business
proposed to be brought before the meeting was made in compliance with the
procedures set forth in this By-Law, and if any proposed nomination or
business is not in compliance, to declare that such defective nomination or
proposal shall be disregarded.

     Notwithstanding the foregoing provisions of  this By-Law, a
stockholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this By-Law.  Nothing in this By-Law shall be deemed
to affect any rights of stockholders to request inclusion of proposals in
the corporation's proxy statement pursuant to Rule 14a-8 under the Exchange
Act.

     Section 4.     Notice of Meetings.  Written or printed notice of all
meetings of the stockholders shall be mailed or delivered to each
stockholder entitled to vote thereat at least ten, but not more than sixty,
days prior to the meeting. Notice of any special meeting shall state in
general terms the purpose or purposes for which the meeting is to be held,
and no other business shall be transacted thereat except as stated in such
notice.

     Section 5.     Quorum; Adjournments of Meetings.  The holders of
outstanding shares of stock of the Corporation entitled to cast a majority
of the votes entitled to be cast by the holders of all classes of capital
stock of the Corporation entitled to vote generally in elections of
directors, considered for this purpose as one class, present in person or
represented by proxy, shall constitute a quorum for the transaction of
business at all meetings of the stockholders, but if there be less than a
quorum, the holders of shares of stock of the Corporation entitled to cast
a majority of the votes entitled to be cast by the holders of all classes
of the Corporation's capital stock so present or represented may adjourn
the meeting from time to time until a quorum shall be present, whereupon
the meeting may be held, as adjourned, without further notice, except as
required by law, and any business may be transacted thereat that might have
been transacted on the original date of the meeting. In the event that at
any meeting there are not present, in person or by proxy, holders of shares
of stock of the Corporation entitled to cast that number of votes which may
be required by the laws of the State of Delaware, or other applicable
statute, the Certificate of Incorporation or these By-Laws, for action upon
any given matter, action may nevertheless be taken at such meeting upon any
other matter or matters which may properly come before the meeting if there
shall be present thereat, in person or by proxy, holders of shares of stock
of the Corporation entitled to cast that number of votes required for
action in respect of such other matter or matters.

     Section 6.     Voting.  At any meeting of the stockholders every
registered owner of shares entitled to vote may vote in person or by proxy
and, except as otherwise provided by statute, in the Certificate of
Incorporation or these By-Laws, shall have one vote for each such share
standing in his/her or its name on the books of the corporation.   Except
as otherwise required by statute, the Certificate of Incorporation or these
By-Laws, all matters, other than the election of directors, brought before
any meeting of the stockholder shall be decided by a vote of a majority in
interest of the stockholders of the corporation pre sent in person or by
proxy at such meeting and voting thereon, a quorum being present.

     Section 7.  Inspectors of Election.  The Board of Directors, or, if
the Board shall not have made the appointment, the chairman presiding at
any meeting of stockholders, shall have power to appoint one or more
persons to act as inspectors of election, to receive, canvass and report
the votes cast by the stockholders at such meeting or any adjournment
thereof, but no candidate for the office of director shall be appointed as
an inspector at any meeting for the election of directors.

     Section 8.     Chairman of Meetings.  The Chairman of the Board of
Directors or, in his absence, the President, shall preside at all meetings
of the stockholders.  In the absence of both the Chairman of the Board and
the President, a majority of the members of the Board of Directors present
in person at such meeting may appoint any other officer or director to act
as chairman of any meeting.

     Section 9.     Secretary of Meetings.  The Secretary or an Assistant
Secretary of the corporation shall act as secretary of all meetings of the
stockholders,  and,  in their absence,  the chairman of the meeting shall
appoint any other person to act as secretary of the meeting.

     Section 10.    List of Stockholders.  It shall be the duty of the
officer of the corporation who has charge of the stock ledger of the
corporation to prepare and make, at least ten days before every meeting of
stockholders,  a complete list of the stockholders entitled to vote at said
meeting (the "stockholder list"), arranged in alphabetical order and
showing the address of each stockholder and the number of shares registered
in his/her or its name.  The stockholder list shall be open to the
examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for such ten day period either at a place
within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not so specified, at the
place where said meeting is to be held.  The stockholder list shall also be
produced and kept at the place of the meeting during the whole time
thereof, and may be inspected by any stockholder who may be present at said
meeting.

     Section 11.    Procedural Rules.  The Board of Directors of the
corporation shall be entitled to make such rules or regulations for the
conduct of meetings of stockholders as it shall deem necessary, appropriate
or convenient.  Subject to such rules and regulations of the Board of
Directors, if any, the chairman of the meeting shall have the right and
authority to prescribe such rules, regulations and procedures and to do all
such acts as, in the proper conduct of the meeting, including, without
limitation, establishing an agenda or order of business of the meeting,
rules and procedures for maintaining order at the meeting and the safety of
those present, limitations on participation in such meeting to stockholders
of record of the corporation and their duly authorized and constituted
proxies, and such other persons as the chairman of the meeting shall
permit, restrictions on entry to the meeting after the time fixed for the
commencement thereof, limitations on the time allotted to questions or
comment by participants and regulation of the opening and closing of the
polls for balloting determined by the Board of Directors or the chairman of
the meeting.  Meetings of stockholders shall not be required to be held in
accordance with rules of parliamentary procedure.

                                ARTICLE III
                             BOARD OF DIRECTORS

     Section 1.     General Powers.  Except as otherwise provided in the
Certificate of Incorporation or these By-Laws, the property, business and
affairs of the corporation shall be managed and controlled by the Board of
Directors.  The Board may exercise all such authority and powers of the
corporation and do all such lawful acts and things as are not by statute or
the Certificate of Incorporation directed or required to be exercised or
done by the stockholders.

     Section 2.     Number of Directors.  The number of directors of the
corporation (exclusive of directors to be elected by the holders of any one
or more classes or series of Preferred Stock of the corporation or any
other class or series of stock of the corporation, which may at some time
be outstanding, voting separately as a class or classes) shall not be less
than three nor more than fourteen, and may be changed from time to time by
action of not less than a majority of the members of the Board then in
office. Whenever the words "whole Board," "entire Board" or "total number
of directors" are used in these By-Laws, such words shall mean the number
of directors fixed by the Board and then in effect in accordance with the
provisions of the Certificate of Incorporation or these By-Laws.

     Section 3.     Annual Meeting.  The annual meeting of the Board of
Directors, of which no notice shall be necessary, shall be held immediately
following the annual meeting of stockholders or any adjournment thereof at
the principal office, if any, of the corporation in the city in which the
annual meeting of stockholders was held at which any of such directors were
elected, or at such other place as a majority of the members of the newly
elected Board who are then present shall determine, for the election or
appointment of officers for the ensuing year and the transaction of such
other business as may be brought before such meeting.

     Section 4.     Regular Meetings.  Regular meetings of the Board of
Directors, other than the annual meeting, shall be held at such times and
places, and on such notice, if any, as the Board of Directors may from time
to time determine.

     Section 5.     Special Meetings.  Special meetings of the Board of
Directors may be called by order of the Chairman of the Board or the
President or may be called at the request of any two directors.  Notice of
the time and place of each special meeting shall be given by or at the
direction of the Secretary of the corporation or an Assistant Secretary of
the corporation, or, in their absence, by the person or persons calling the
meeting by mailing the same at least five days before the meeting or by
telephoning, telegraphing or delivering personally the same at least
twenty-four hours before the meeting to each director. Except as otherwise
specified in the notice thereof, or as required by statute, the Certificate
of Incorporation or these By-Laws, any and all business may be transacted
at any special meeting.

     Section 6.     Attendance By Communications Equipment.  Unless
otherwise restricted by the Certificate of Incorporation, members of the
Board of Directors or of any committee designated by the Board may
participate in a meeting of the Board or any such committee by means of
conference telephone or similar communications equipment whereby all
persons participating in the meeting can hear each other.  Participation in
any meeting by such means shall constitute presence in person at such
meeting.  Any meeting at which one or more members of the Board of
Directors or of any committee designated by the Board shall participate by
means of conference telephone or similar communications equipment shall be
deemed to have been held at the place designated for such meeting, provided
that at least one member is at such place while participating in the
meeting.

     Section 7.     Organization.  Every meeting of the Board of Directors
shall be presided over by the Chairman of the Board or, in his absence, the
President.  In the absence of the Chairman of the Board and the President,
a presiding officer shall be chosen by a majority of the directors present.
 The Secretary of the corporation, or, in his absence, an Assistant
Secretary of the corporation, shall act as secretary of the meeting, but,
in their absence, the presiding officer may appoint any person to act as
secretary of the meeting.

     Section 8.     Quorum; Vote.  A majority of the directors then in
office (but in no event less than one-third of the total number of
directors) shall constitute a quorum for the transaction of business, but
less than a quorum may adjourn any meeting to another time or place from
time to time until a quorum shall be present, whereupon the meeting may be
held, as adjourned, without further notice.   Except as otherwise required
by statute,  the Certificate of Incorporation or these By-Laws, all matters
coming before any meeting of the Board of Directors shall be decided by the
vote of a majority of the directors present at the meeting, a quorum being
present.

     Section 9.     Compensation.  The directors shall receive such
compensation for their services as directors and as members of any
committee appointed by the Board as may be prescribed by the Board of
Directors and shall be reimbursed by the Corporation for ordinary and
reasonable expenses incurred in the performance of their duties, and the
foregoing shall not be construed as prohibiting the payment to any director
of compensation for services rendered in any other capacity.

                                 ARTICLE IV
                                 COMMITTEES

     Section 1.     Executive Committee.  The Board of Directors may,  by
resolution passed by a majority of the whole Board, designate from among
its members an Executive Committee to consist of three or more members and
may designate one of such members as chairman.  The Board may also
designate one or more of its members as alternates to serve as a member or
members of the Executive Committee in the absence of a regular member or
members.  Except as provided  in Section 4  of this Article  IV,  the
Executive Committee shall have and may exercise all the powers and
authority of the Board of Directors in the management of the business and
affairs  of  the  corporation,  and  the  Executive  Committee  may
authorize the seal of the corporation to be affixed to all papers which may
require it.

     Section 2.     Other Committees.  The Board of Directors, acting by a
majority of the whole Board, may also appoint from among its own members or
otherwise such other committees as the Board may determine, to have such
powers and duties as shall from time to time be prescribed by the Board and
which, in the discretion of the Board, may be designated as committees of
the Board.

     Section 3.     Quorum and Discharge.  A majority of the entire
committee shall constitute a quorum for the transaction of business of any
committee and may fix its rules of procedure.  The Board of Directors may
discharge any committee either with or without cause at any time.

     Section 4.     Powers of Committees.  No committee designated or
appointed by the Board of Directors shall have the power or authority of
the Board in reference to (a) amending the Certificate of Incorporation,
(b) adopting an agreement of merger or consolidation, (c) recommending to
the stockholders the sale, lease or exchange of all or substantially all of
the corporation's property and assets, (d) recommending to the stockholders
a dissolution of the corporation or a revocation of a dissolution, (e)
amending the By-Laws of the corporation,  (f)  declaring dividends,  (g)
designating committees,  (h)  filling vacancies among committee members or
(i) removing officers.  The Executive Committee shall have the power and
authority of the Board to authorize the issuance of shares of capital stock
of the corporation of any class or any series of any class.

     Section 5.     Committee Meetings.  Regular meetings of any committee
designated or appointed by the Board of Directors shall be held at such
times and places and on such notice, if any, as the committee may from time
to time determine.  Special meetings of any committee designated or
appointed by the Board may be called by order of the Chairman of the Board,
Vice Chairman of the Board, President of the corporation, Chairman of the
committee or any two members of any such committee.  Notice shall be given
of the time and place of each special meeting by mailing the same at least
two days  before  the  meeting  or  by  telephoning,  telegraphing  or
delivering personally the same at least twenty-four hours before the
meeting to each committee member.   Except as otherwise specified in the
notice thereof or as required by law, the Certificate of Incorporation or
these By-Laws, any and all business may be transacted at any regular or
special meeting of a committee.  The Secretary of the corporation shall
keep the minutes of the meetings of all committees designated or appointed
by the Board of Directors and shall be the custodian of all corporation
records.

                                 ARTICLE V
                                  OFFICERS

     Section 1.     General. The Board of Directors shall elect the
following executive officers: a Chairman of the Board, a President, one or
more Vice Presidents and a Secretary; and it may elect or appoint from time
to time such other or additional officers as in its opinion are desirable
for the conduct of the business of the corporation.

     Section 2.     Term of Office: Removal and Vacancy.   Each officer
shall hold his/her office until his/her successor is elected and qualified
or until his/her earlier resignation or removal. Any officer or agent shall
be subject to removal with or without cause at any time by the Board of
Directors.   Vacancies in any office, whether occurring by death,
resignation, removal or otherwise, may be filled at any regular or special
meeting of the Board of Directors.

     Section 3.     Powers and Duties.  Each of the officers of the
corporation shall, unless otherwise ordered by the Board of Directors, have
such powers and duties as generally pertain to his/her respective office as
well as such powers and duties as from time to time may be conferred upon
him/her by the Board of Directors.   Unless otherwise ordered by the Board
of Directors after the adoption of these By-Laws, the Chairman of the
Board, or, when the office of Chairman of the Board is vacant, the
President, shall be the chief executive officer of the corporation.

     Section 4.     Power to Vote Stock.   Unless otherwise ordered by the
Board of Directors, the Chairman of the Board and the President each shall
have full power and authority on behalf of the corporation to attend and to
vote at any meeting of stockholders of any corporation in which this
corporation may hold stock, and may exercise on behalf of this corporation
any and all of the rights and powers incident to the ownership of such
stock at any such meeting and shall have power and authority to execute and
deliver proxies, waivers and consents on behalf of the corporation in
connection with the exercise by the corporation of the rights and powers
incident to the ownership of such stock.  The Board of Directors, from time
to time, may confer like powers upon any other person or persons.

                                 ARTICLE VI
                               CAPITAL STOCK

     Section 1.     Certificates of Stock.   Certificates for stock of the
corporation shall be in such form as the Board of Directors may from time
to time prescribe and shall be signed by the Chairman of the Board or a
Vice Chairman of the Board or the President or a Vice President and by the
Secretary of the corporation or an Assistant Secretary of the corporation.

     Section 2.     Transfer of Stock.  Shares of capital stock of the
corporation shall be transferable on the books of the corporation only by
the holder of record thereof, in person or by duly authorized attorney,
upon surrender and cancellation of certificates for a like number of
shares, with an assignment or power of transfer endorsed thereon or
delivered therewith, duly executed, and with such proof of the authenticity
of the signature and of authority to transfer, and of payment of transfer
taxes, as the corporation or its agents may require.

     Section 3.     Ownership of Stock.  The corporation shall be entitled
to treat the holder of record of any share or shares of stock as the owner
thereof in fact and shall not be bound to recognize any equitable or other
claim to or interest in such shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise expressly provided by law.

                                ARTICLE VII
                               MISCELLANEOUS

     Section 1.     Corporate Seal.  The seal of the corporation shall be
circular in form and shall contain the name of the corporation and the year
and State of incorporation.  The Secretary of the corporation shall be the
custodian of the seal of the corporation.

     Section 2.     Fiscal Year.  The Board of Directors shall have power
to fix, and from time to time to change, the fiscal year of the
corporation.

     Section 3.     Waiver of Notice.  Any notice required to be given
under the provisions of these By-Laws or otherwise may be waived by the
stockholder, director, member of any committee or officer to whom such
notice is required to be given, before or after the meeting or other action
of which notice was required to be given.

                                ARTICLE VIII
                                 AMENDMENT

     The Board of Directors shall have the power to make, alter or repeal
the By-Laws of the corporation subject to the power of the stockholders to
alter or repeal the By-Laws made or altered by the Board of Directors.

                                 ARTICLE IX
                              INDEMNIFICATION


     Section 1.     Obligation to Indemnify.  This corporation shall, to
the fullest extent permitted by Delaware law, as in effect from time to
time (but, in the case of any amendment of the Delaware General Corporation
Law, only to the extent that such amendment permits this corporation to
provide broader indemnification rights than said law permitted this
corporation to provide prior to such amendment), indemnify each person who
is or was a director or officer of this corporation or of any of its wholly
owned subsidiaries at any time on or after August 1, 1988, who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, or was or is involved in any action,
suit or proceeding, whether civil, criminal,  administrative or
investigative  (hereinafter a "proceeding"),  by reason of the fact that he
or she is or was a director, officer, employee or agent of this corporation
or of any of its wholly owned subsidiaries, or is or was at any time
serving, at  the  request  of  this  corporation,  any  other  corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise in any capacity against all expense, liability and loss
(including, but not limited to, attorneys' fees, judgments, fines, excise
taxes or penalties (with respect to any employee benefit plan or
otherwise), and amounts paid or to be paid in settlement) incurred or
suffered by such director or officer in connection with such proceeding;
provided, however, that, except as provided in Section 5 of this ARTICLE
IX,  this corporation shall not be obligated to  indemnify  any person
under this ARTICLE IX  in connection with a proceeding (or part thereof) if
such proceeding (or part thereof) was not authorized by the Board of
Directors of this corporation and was initiated by such person against (i)
this corporation or any of its subsidiaries, (ii) any person who is or was
a director, officer, employee or agent of this corporation or any of its
subsidiaries and/or (iii) any person or entity which is or was controlled,
controlled by, or under common control with, this corporation or has or had
business relations with this corporation or any of its subsidiaries.

     Section 2.     Contract Right; Advance Payment of Expenses.  The right
to indemnification conferred in this ARTICLE IX shall be a contract right,
shall continue as to a person who has ceased to be a director or officer of
this corporation or of any of its wholly owned subsidiaries and shall inure
to the benefit of his or her heirs,  executors and administrators, and
shall include the right to be paid by this corporation the expenses
incurred in connection with the defense or investigation of any such
proceeding in advance of its final disposition; provided, however, that, if
and to the extent that Delaware law so requires, the payment of such
expenses in advance of the final disposition of a proceeding shall be made
only upon delivery to this corporation of an undertaking, by or on behalf
of such director or officer or former director or officer, to repay all
amounts so advanced if it shall ultimately be determined that such director
or officer or former director or officer is not entitled to be indemnified
by this corporation.

     Section 3.     Vesting of Rights.  The corporation's obligation to
indemnify and to pay expenses in advance of the final disposition of a
proceeding under this ARTICLE IX shall arise, and all rights and
protections granted to directors and officers under this ARTICLE IX shall
vest, at the time of the occurrence of the transaction or event to which
any proceeding relates, or at the time that the action or conduct to which
any proceeding relates was first taken or engaged in (or omitted to be
taken or engaged in),  regardless of when any proceeding  is  first
threatened, commenced or completed.

     Section 4.     Continuing of Obligations.  Notwithstanding any other
provision of these By-laws or the Restated Certificate of Incorporation of
this corporation, no action by this corporation, either by amendment to or
repeal of this ARTICLE IX or the Restated Certificate of Incorporation  of
this corporation or otherwise shall diminish or adversely affect any right
or protection granted under this ARTICLE IX to any director or officer or
former director or officer of this corporation or of any of its
wholly-owned  subsidiaries  which  shall  have  become  vested  as
aforesaid prior to the date that any such amendment,  repeal or other
corporate action is taken.

     Section 5.     Right to Sue for Unpaid Claims.  If a claim for
indemnification and/or for payment of expenses in advance of the final
disposition of a proceeding arising under this ARTICLE IX is not paid in
full by this corporation within thirty days after a written claim has been
received by this corporation, the claimant may at any time thereafter bring
suit against this corporation to recover the unpaid amount of the claim
and, if successful in whole or in part, the claimant shall be entitled to
be paid also the expense of prosecuting such claim.

     Section 6.     Non-Exclusivity.   The right to indemnification and the
payment of expenses incurred in connection with the defense or
investigation of a proceeding in advance of its final disposition conferred
in this ARTICLE  IX shall  not be exclusive of any other right which any
person may have or hereafter acquire under any statute,  provision of the
By-Laws,  Restated Certificate of Incorporation, agreement, vote of
stockholders or disinterested directors or otherwise.  This corporation may
also indemnify all other persons to the fullest extent permitted by
Delaware law.

     Section 7.     Effective Date.  The provisions of this ARTICLE IX
shall apply to any proceeding commenced on or after August 1, 1988.  The
provisions of this ARTICLE IX of this corporation's By-Laws, as in effect
on July 31, 1988, shall govern indemnification in respect of any proceeding
commenced prior to August 1, 1988 and in respect of any rights to
indemnification or prepayment of expenses granted under the provisions of
said ARTICLE IX which shall have become vested.

                                 ARTICLE X
                            LIABILITY INSURANCE

     The corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against any liability asserted
against him or her and incurred by him or her in any such capacity, or
arising out of his status as such, whether or not the corporation would
have the power to indemnify him or her against such liability under the
provisions of ARTICLE IX hereof.