BY-LAWS
                                       OF
                                  ASHLAND INC.

                                    ARTICLE I

                                     OFFICES

     The  principal  office  of  the  Corporation  in the  Commonwealth  of
Kentucky shall be at 50 E. RiverCenter Boulevard, City of Covington, County
of Kenton.  The  Corporation  may also have offices at other places  either
within or without  the  Commonwealth  of  Kentucky  as may be useful in the
business of the Corporation.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

     SECTION 1. Annual Meetings. The annual meeting of the shareholders for
the election of directors and for the transaction of such other business as
may properly come before the meeting shall be held at the principal  office
of the Corporation on the last Thursday of January,  annually,  at the hour
of 10:30 a.m., or at such other place  (within or without the  Commonwealth
of Kentucky), date and hour as shall be designated in the notice thereof.

     SECTION 2. Annual Meeting  Business.  To be properly brought before an
annual meeting, business must be (i) specified in the notice of the meeting
(or any  supplement  thereto)  given by or at the direction of the Board of
Directors of the Corporation (the "Board"); (ii) otherwise properly brought
before the meeting by or at the direction of the Board;  or (iii) otherwise
properly  brought before the meeting by a  shareholder.  For business to be
properly brought before an annual meeting by a shareholder, the shareholder
must have given written notice thereof,  either by personal  delivery or by
United States mail,  postage prepaid,  to the Secretary of the Corporation,
not later than ninety days in advance of such meeting (provided that if the
annual  meeting of  shareholders  is held earlier than the last Thursday in
January,  such notice must be given  within ten days after the first public
disclosure,  which may include any public  filing with the  Securities  and
Exchange  Commission,  of the date of the annual meeting).  Any such notice
shall set forth as to each matter the shareholder  proposes to bring before
the annual meeting (i) a brief  description  of the business  desired to be
brought before the meeting and the reasons for conducting  such business at
the  meeting  and in the event that such  business  includes a proposal  to
amend either the articles of  incorporation  or By-laws of the Corporation,
the  language of the proposed  amendment;  (ii) the name and address of the
shareholder  proposing  such  business;  (iii) a  representation  that  the
shareholder is a holder of record of stock of the  Corporation  entitled to
vote at such  meeting  and

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intends  to appear in person or by proxy at the  meeting  to  propose  such
business;  (iv) any material  interest of the shareholder in such business;
and (v) a representation  as to whether or not the shareholder will solicit
proxies in support of the  proposal.  No business  shall be conducted at an
annual meeting of shareholders except in accordance with this paragraph and
the chairman of any annual meeting of shareholders may refuse to permit any
business to be brought  before an annual meeting which fails to comply with
the foregoing procedures or, in the case of a shareholder  proposal, if the
shareholder  fails to  comply  with the  representations  set  forth in the
notice.

     SECTION 3. Special Meetings. A special meeting of the shareholders may
be called by a majority  of the members of the Board,  the  Chairman of the
Board or the President,  at such place (within or without the  Commonwealth
of Kentucky), date and hour as shall be designated in the notice thereof.

     A special meeting of the shareholders shall be called by the Secretary
on the written request of the holders of not less than one-third of all the
shares entitled to vote at such meeting.  Such request shall set forth: (i)
the action  proposed  to be taken at such  meeting  and the reasons for the
action;  (ii) the name and  address of each of such  holders who intends to
propose action be taken at such meeting;  (iii) a representation  that each
is a holder of record of stock of the Corporation  entitled to vote at such
meeting  and  intends  to appear in person or by proxy at such  meeting  to
propose the action specified in the request;  (iv) any material interest of
any  shareholder  in such  action;  and (v) in the event that any  proposed
action  consists of or includes a proposal to amend  either the articles of
incorporation  or the  By-laws  of the  Corporation,  the  language  of the
proposed  amendment.  The  Secretary  shall  determine the place (within or
without the Commonwealth of Kentucky),  date and hour of such meeting.  The
Secretary may refuse to call a special  meeting  unless the request is made
in compliance with the foregoing procedure.

     SECTION 4. Notice of Meetings. Notice stating the place, date and hour
of the  meeting  and,  in the case of a special  meeting,  the  purpose  or
purposes  for  which  the  meeting  is  called,  shall  be  given  to  each
shareholder  entitled  to vote at such  meeting  not less than ten nor more
then  sixty  days  before  the date of the  meeting  by any form of  notice
permitted by Kentucky law. Except as otherwise  expressly  required by law,
notice of any adjourned  meeting of the  shareholders  need not be given if
the date,  hour and place thereof are announced at the meeting at which the
adjournment is taken,  unless the adjournment is for more than 120 days or,
unless after the  adjournment  a new record date is fixed for the adjourned
meeting.

     SECTION 5. Record of Shareholders. It shall be the duty of the officer
or agent of the  Corporation  who shall have  charge of its stock  transfer
books to prepare and make a complete record of the shareholders entitled to
vote at any meeting of  shareholders  or adjournment  thereof,  arranged by
voting group (and


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within  each voting  group by class or series),  and showing the address of
each  shareholder  and the number of shares  registered in the name of each
shareholder.  Such  record  shall be  produced at the time and place of the
meeting and shall be open to the inspection of any shareholder  entitled to
vote at such meeting or any  adjournment  thereof  during the whole time of
such meeting or adjournment for the purposes thereof.

     SECTION 6. Fixing Date for Determination of Shareholders of Record. In
order that the  Corporation  may  determine  the  shareholders  entitled to
notice of or to vote at any  meeting  of  shareholders  or any  adjournment
thereof  or  entitled  to  receive   payment  of  any   dividend  or  other
distribution or allotment of any rights, or entitled to exercise any rights
in respect  of any  change,  conversion  or  exchange  of shares or for the
purpose of any other lawful action, the Board may fix, in advance, a record
date,  which  shall  not be less  than  ten  days  before  the date of such
meeting,  nor  more  than  seventy  days  prior  to  any  other  action.  A
determination of shareholders entitled to notice of or to vote at a meeting
of the  shareholders  shall  apply  to  any  adjournment  of  the  meeting;
provided,  however,  that  the  Board  may fix a new  record  date  for the
adjourned  meeting if the meeting is  adjourned  to a date 120 days or less
after the date fixed for the  original  meeting.  The Board shall fix a new
record date if the meeting is  adjourned to a date more than 120 days after
the date fixed for the original meeting.

     SECTION 7. Quorum.  At each meeting of the shareholders or adjournment
thereof,  except as otherwise  expressly  required by law, these By-laws or
the  articles  of  incorporation,  shareholders  holding a majority  of the
shares of the  Corporation  issued and outstanding and entitled to be voted
thereat  shall be present in person or by proxy to  constitute a quorum for
the transaction of business.  The shareholders  present at a duly organized
meeting can continue to do business until adjournment,  notwithstanding the
withdrawal of enough shareholders to leave less than a quorum.

     SECTION 8. Organization.  At each meeting of the shareholders,  one of
the following shall act as chairman of the meeting and preside thereat,  in
the following order of precedence:

     (a) the Chairman of the Board;

     (b) the President; or

     (c) any other  officer of the  Corporation  designated by the Board or
the executive committee of the Board to act as chairman of such meeting and
to preside  thereat if the Chairman of the Board and the President shall be
absent from such meeting.


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     The Secretary or, if the Secretary  shall be absent from such meeting,
the person (who shall be an Assistant Secretary of the Corporation,  if one
of such  officers  shall be  present  thereat)  whom the  chairman  of such
meeting shall appoint,  shall act as secretary of such meeting and keep the
minutes thereof.

     SECTION  9.  Order  of  Business.  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.
Unless and to the extent  determined  by the Board or the  chairman  of the
meeting,  meetings  of  shareholders  shall not be  required  to be held in
accordance with the rules of parliamentary procedure.

     SECTION 10.  Voting.  Except as otherwise  expressly  required by law,
these By-laws, or the articles of incorporation,  each shareholder entitled
to vote  shall,  at each  meeting of the  shareholders,  have one vote,  in
person  or by  proxy,  for  each  share  of  the  Corporation  held  by the
shareholder  and registered in the  shareholder's  name on the books of the
Corporation:

     (a) on the date fixed  pursuant to the  provisions of these By-laws as
the record date for the determination of shareholders who shall be entitled
to receive notice of and to vote at such meeting, or

     (b) if no record  date shall have been so fixed,  then at the close of
business on the day on which notice of such meeting shall be given.

     Any vote of shares of the  Corporation  may be given at any meeting of
the shareholders by the shareholders entitled thereto in person or by proxy
appointed  by  the  shareholder.   The  attendance  at  any  meeting  of  a
shareholder  shall not have the effect of revoking a previously given proxy
unless the  shareholder  shall  give the  Secretary  written  notice of the
revocation.

     At all meetings of the shareholders  each matter,  except as otherwise
expressly  required by law, these By-laws or the articles of incorporation,
shall be  approved  if the votes  cast in favor of such  matter  exceed the
votes cast opposing such matter.

     Except as otherwise expressly required by law, the vote at any meeting
of the  shareholders  on any  question  need not be by  ballot,  unless  so
directed by the chairman of the meeting.  On a vote by ballot,  each ballot
shall be signed by the shareholder  voting, or by the shareholder's  proxy,
if there be such proxy, and shall state the number of shares voted.  Except
as  otherwise  expressly  required  by law,  the vote at any meeting of the
shareholders  on any question need not be by ballot,  unless so directed by
the chairman of the meeting.


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                                ARTICLE III

                             BOARD OF DIRECTORS

     SECTION 1. General Powers. The business and affairs of the Corporation
shall be managed under the direction of the Board.

     SECTION 2. Number and Term of Office.  Except as otherwise provided by
law,  the number of  directors  which shall  constitute  the Board shall be
fixed from time to time by a resolution adopted by a majority of the Board;
provided,  however, that a vote of the shareholders is required to increase
or decrease by more than 30% the number of directors  from that number last
fixed by the  shareholders.  So long as the Board shall  consist of nine or
more members,  the directors  shall be classified  with respect to the time
for which they shall  severally  hold office,  by dividing  them into three
classes, as nearly equal in number as possible.

         At each annual meeting, successors to the class of directors whose term
then expires shall be elected to serve for a term expiring at the annual meeting
of shareholders held in the third year following the year of their election and
until their successors shall have been elected and qualified. The Board shall
increase or decrease the number of directors in one or more classes as may be
appropriate whenever it increases or decreases the number of directors in order
to ensure that the three classes remain as nearly equal in number as possible.
No decrease in the number of directors constituting the Board shall shorten the
term of any incumbent director.

     SECTION 3.  Nomination.  Nominations for the election of directors may
be  made by the  Board  or by any  shareholder  entitled  to  vote  for the
election of directors. Any shareholder entitled to vote for the election of
directors  at a meeting may  nominate a person or persons  for  election as
directors only if written notice of such shareholder's  intent to make such
nomination is given,  either by personal delivery or by United States mail,
postage  prepaid,  to the Secretary,  not later than (i) with respect to an
election to be held at an annual  meeting of  shareholders,  ninety days in
advance  of  such  meeting   (provided   that  if  the  annual  meeting  of
shareholders is held earlier than the last Thursday in January, such notice
must be given within ten days after the first public disclosure,  which may
include any public filing with the Securities and Exchange  Commission,  of
the date of the annual  meeting) and (ii) with respect to an election to be
held at a special  meeting of  shareholders  for the election of directors,
the close of business on the seventh day following the date on which notice
of such meeting is first given to shareholders.  Each such notice shall set
forth:  (a) the name and address of the shareholder who intends to make the
nomination   and  of  the  person  or  persons  to  be  nominated;   (b)  a
representation  that the  shareholder  is a  shareholder  of  record of the
Corporation

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entitled  to vote at such  meeting  and  intends  to appear in person or by
proxy at the meeting to  nominate  the person or persons  specified  in the
notice; (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;  (d) such  other  information  regarding  each
nominee  proposed  by such  shareholder  as would have been  required to be
included  in a proxy  statement  filed  pursuant  to the proxy rules of the
Securities  and Exchange  Commission  had each nominee been  nominated,  or
intended to be nominated  by the Board;  (e) the consent of each nominee to
serve  as  a  director  of  the  Corporation  if  so  elected;  and  (f)  a
representation as to whether or not the shareholder will solicit proxies in
support of the  shareholder's  nominee(s).  The  chairman of any meeting of
shareholders to elect directors and the Board may refuse to acknowledge the
nomination  of any  person  not  made  in  compliance  with  the  foregoing
procedure or if the  shareholder  fails to comply with the  representations
set forth in the notice.

     SECTION 4.  Election.  Except as otherwise  expressly  provided in the
articles of  incorporation,  at each  meeting of the  shareholders  for the
election of directors at which a quorum is present,  the persons  receiving
the greatest  number of votes, up to the number of directors to be elected,
shall be the directors.

     SECTION 5. Resignation, Removal and Vacancies. Any director may resign
at any time by giving written notice of such resignation to the Chairman of
the Board, the President or the Secretary.  Any such resignation shall take
effect at the time specified therein,  or, if the time when it shall become
effective  shall not be specified  therein,  then it shall take effect when
accepted by action of the Board.  Except as  aforesaid,  the  acceptance of
such resignation shall not be necessary to make it effective.

     Any or all directors  may be removed at a meeting of the  shareholders
called  expressly for that purpose.  In the case of a removal of a director
without cause,  removal shall require a vote of the holders of at least 80%
of  the  voting  power  of  the  then  outstanding   voting  stock  of  the
Corporation, voting together as a single voting group. For purposes of this
Section,  "cause"  shall  mean the  willful  and  continuous  failure  of a
director to substantially perform such director's duties to the Corporation
(other than any failure resulting from incapacity due to physical or mental
illness)  or  the  willful  engaging  by a  director  in  gross  misconduct
materially and demonstrably injurious to the Corporation.  As used in these
By-laws,  "voting  stock"  shall  mean  shares  of  capital  stock  of  the
Corporation entitled to vote generally in the election of directors.

     Any vacancy  occurring on the Board may be filled by a majority of the
directors  then in  office,  though  less than a quorum,  and the  director
elected to fill such  vacancy  shall hold office for the  remainder  of the
full term of the class of

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directors in which the vacancy occurred and until the director's  successor
is elected and qualified.

     SECTION 6. Meetings.

     (A) Annual Meetings. As soon as practicable after each annual election
of directors,  the Board shall meet for the purpose of organization and the
transaction of other business.

     (B) Regular  Meetings.  Regular meetings of the Board shall be held at
such  dates,  times  and  places  as the  Board  shall  from  time  to time
determine.

     (C)  Special  Meetings.  Special  meetings  of the Board shall be held
whenever  called by the  Chairman of the Board,  the  President or upon the
written  request of a majority of the members of the whole Board filed with
the Secretary.  Any and all business may be transacted at a special meeting
which may be transacted at a regular meeting of the Board.

     (D) Place of Meeting. The Board may hold its meetings at such place or
places within or without the Commonwealth of Kentucky as the Board may from
time to time by  resolution  determine  or as  shall be  designated  in the
respective notices or waiver of notices thereof.

     (E) Notice of Meetings. Notices of regular meetings of the Board or of
any adjourned meeting need not be given. Notices of special meetings of the
Board,  or of any meeting of any  committee of the Board which has not been
fixed in advance as to hour and place by such  committee,  shall be sent by
the Secretary to each director, or member of such committee, by any form of
notice permitted by Kentucky law at the director's residence or usual place
of business at least two days before the day on which such meeting is to be
held.  Such notice shall include the date,  hour and place of such meeting,
but any such notice need not specify the business to be  transacted  at, or
the purpose of, any such  meeting.  Notice of any such  meeting need not be
given to any director or member of any committee, however, if waived by the
director in writing, whether before or after such meeting shall be held, or
if the director  shall be present at such  meeting,  unless the director at
the  beginning of the meeting (or promptly  upon such  director's  arrival)
objects to holding the meeting or  transacting  business at the meeting and
does not thereafter vote for or assent to action taken at the meeting.

     (F) Quorum and Manner of Acting. A majority of the number of directors
fixed by or in the manner  provided in these  By-laws or in the articles of
incorporation  shall be  present  at any  meeting  of the Board in order to
constitute a quorum for the  transaction  of business at such meeting,  and
the vote of a  majority  of those  directors  shall  be  necessary  for the
passage of any resolution or act of the

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Board,  except as otherwise expressly required by law, these By-laws or the
articles  of  incorporation.  The  directors  present  at a duly  organized
meeting can continue to do business until adjournment,  notwithstanding the
withdrawal of enough directors to leave less than a quorum.

     (G) Action by Consent. Any action required or permitted to be taken at
any meeting of the Board, or of any committee thereof, may be taken without
a meeting  if all  members of the Board or  committee,  as the case may be,
consent thereto in writing, and such writings are filed with the minutes of
the proceedings of the Board or committee.

     (H) Presence at a Meeting. Any or all directors may participate in any
meeting  of the Board or any  committee  thereof,  or conduct  the  meeting
through  the use of,  any  means  of  communication  by which  all  persons
participating  may  simultaneously  hear and speak to each other during the
meeting.  Any  director  participating  in a meeting by such means shall be
deemed to be present in person at the meeting for all purposes.

     SECTION 7.  Compensation.  The Board may, from time to time,  fix such
amount per annum and such fees to be paid by the  Corporation  to Directors
for attendance at meetings of the Board or of any  committee,  or both. The
Board may  likewise  provide  that the  Corporation  shall  reimburse  each
director or member of a committee for any expenses incurred by the director
on  account  of the  director's  attendance  at any such  meeting.  Nothing
contained in this Section  shall be construed to preclude any director from
serving the  Corporation in any other  capacity and receiving  compensation
therefor.

     SECTION 8.  Committees.  The Board  may,  by  resolution  adopted by a
majority of the Board,  designate committees,  each committee to consist of
two or more  directors  and to have such duties and  functions  as shall be
provided in such  resolution.  The Board shall have the power to change the
members  of any  such  committee  at any  time,  to fill  vacancies  and to
discharge any such  committee,  either with or without cause,  at any time.
The Board may  establish an  executive  committee  in  accordance  with and
subject to the  restrictions set out in the statutes of the Commonwealth of
Kentucky.

                                 ARTICLE IV

                                  OFFICERS

     SECTION  1.  Officers.  The  officers  of  the  Corporation  shall  be
determined by the Board. The officers of the Corporation may include:

         (a)      a Chairman of the Board;
         (b)      a President;


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         (c)      one or more Executive Vice Presidents;
         (d)      one or more Senior Vice Presidents;
         (e)      one or more Administrative Vice Presidents;
         (f)      one or more Vice Presidents;
         (g)      a Secretary and one or more Assistant Secretaries;
         (h)      a Treasurer and one or more Assistant Treasurers;
         (i)      a Controller and one or more Assistant Controllers; and
         (j)      an Auditor and one or more Assistant Auditors.

     In  addition,  the Board may elect  such  other  officers  as it deems
necessary or  appropriate  and such other  officers shall have such powers,
authority, and duties as may be delegated or assigned to such officer, from
time to time, by the Board, the Chairman of the Board, or the President.

     The Board shall  designate  which of the  officers  shall be executive
officers of the Corporation.

     SECTION 2. Election and Appointment  and Term of Office.  Each officer
shall be elected by the Board at its annual  meeting and hold office  until
the next annual  meeting of the Board and until the officer's  successor is
elected or until the officer's earlier death, resignation or removal in the
manner  hereinafter  provided.  If  additional  officers are elected by the
Board during the year, each of them shall hold office until the next annual
meeting of the Board at which officers are regularly  elected and until the
officer's  successor is elected or appointed or until the officer's earlier
death, resignation or removal in the manner hereinafter provided.

     In addition to the  foregoing,  the Chairman of the Board,  by written
designation  filed  with  the  Secretary,  may  appoint  one or  more  Vice
Presidents,   Assistant   Secretaries,   Assistant  Treasurers,   Assistant
Controllers and Assistant Auditors of the Corporation.  If appointed during
the year,  each of them shall hold office until the next annual  meeting of
the Board at which  officers are regularly  elected and until the officer's
successor  is elected or appointed or until the  officer's  earlier  death,
resignation or removal in the manner hereinafter  provided.  Subject to the
authority of the Board, the Chairman of the Board shall also have authority
to fix the salary of such officer.

     SECTION 3. Resignation,  Removal and Vacancies. Any officer may resign
at any time by giving  written  notice to the  Chairman  of the Board,  the
President or the Secretary,  and such  resignation  shall be effective when
the notice is  delivered,  unless the notice  specifies  a later  effective
date.  All  officers and agents  elected or  appointed  shall be subject to
removal  at any time by the Board  with or  without  cause.  All  appointed
officers  may be removed at any time by the  Chairman  of the Board  acting
jointly with the  President or any Executive or Senior Vice  President,  by
written  designation filed with the Secretary.  A vacancy in any office may
be



filled for the unexpired portion of the term in the same manner as provided
for election or appointment to such office.

     SECTION 4. Duties and Functions

     (A)  Chairman of the Board.  The  Chairman  of the Board,  if present,
shall  preside  at all  meetings  of the  shareholders  and the  Board.  If
designated  by Board  resolution,  the Chairman of the Board shall be Chief
Executive Officer of the Corporation, and if so designated, shall be vested
with  executive  control and  management of the business and affairs of the
Corporation  and have the  direction  of all  other  officers,  agents  and
employees. The Chairman of the Board shall perform all such other duties as
are  incident to the office or as may be properly  required of the Chairman
by the Board, subject in all matters to the control of the Board.

     (B) The President.  The  President,  in the absence of the Chairman of
the Board, shall preside at all meetings of the shareholders and the Board.
If designated by Board  resolution,  the President shall be Chief Executive
Officer of the  Corporation,  and if so  designated,  shall be vested  with
executive  control  and  management  of the  business  and  affairs  of the
Corporation  and have the  direction  of all  other  officers,  agents  and
employees.  The President  shall have such powers,  authority and duties as
may be  delegated  or  assigned to the  President  from time to time by the
Board or the Chairman of the Board.

     (C) Vice  Presidents.  The  Executive  Vice  Presidents,  Senior  Vice
Presidents,  Administrative  Vice Presidents and Vice Presidents shall have
such powers,  authority  and duties as may be delegated or assigned to them
from time to time by the Board, the Chairman of the Board or the President.

     (D) Secretary. The Secretary shall attend to the giving and serving of
all notices required by law or these By-laws, shall be the custodian of the
corporate seal and shall affix and attest the same to all papers  requiring
it; shall have  responsibility for preparing minutes of the meetings of the
Board  and  shareholders;  shall  have  responsibility  for  authenticating
records of the  Corporation;  and shall in general  perform  all the duties
incident  to the office of the  Secretary,  subject  in all  matters to the
control of the Board.

     (E)  Treasurer.  The  Treasurer  shall have custody and control of the
funds and  securities of the  Corporation  and shall perform all such other
duties  as are  incident  to the  office  of the  Treasurer  or that may be
properly  required of the Treasurer by the Board, the Chairman of the Board
or the President.

     (F) Controller.  The Controller shall maintain adequate records of all
assets,  liabilities and  transactions of the  Corporation;  shall see that
adequate  audits  thereof are  currently  and  regularly  made;  shall have
general supervision of the

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preparation of the Corporation's  balance sheets, income accounts and other
financial  statements  or records;  and shall  perform such other duties as
shall, from time to time, be assigned to him, by the Board, the Chairman of
the Board or the  President.  These  duties and powers  shall extend to all
subsidiary corporations and, so far as the Board, the Chairman of the Board
or the President may deem practicable, to all affiliated corporations.

     (G) Auditor.  The Auditor shall review the  accounting,  financial and
related  operations  of  the  Corporation  and  shall  be  responsible  for
measuring  the  effectiveness  of  various  controls  established  for  the
Corporation.  The Auditor's duties shall include,  without limitation,  the
appraisal of  procedures,  verifying the extent of  compliance  with formal
controls and the  prevention  and detection of fraud or dishonesty and such
other duties as shall, from time to time, be assigned to the Auditor by the
Board, the Chairman of the Board or the President.  These duties and powers
shall extend to all subsidiary  corporations  and, so far as the Board, the
Chairman  of the  Board  or the  President  may  deem  practicable,  to all
affiliated corporations.

     (H) General Provision. The powers, authorities, and duties established
pursuant to this Section 4 may be delegated, assigned, or required directly
or indirectly  by the Board of Directors,  the Chairman of the Board or the
President, as the case may be.

                                 ARTICLE V

                             BOOKS AND RECORDS

     The  Corporation  shall keep correct and complete books and records of
account and shall keep minutes of the proceedings of its shareholders,  the
Board and the committees of the Board.


                                 ARTICLE VI

                      CONTRACTS, CHECKS, AND DEPOSITS

     SECTION 1.  Contracts  and  Agreements.  The Board may  authorize  any
officer or agent to enter into any  contract  or  agreement  or execute and
deliver any instrument in the name of and on behalf of the Corporation, and
such authority may be general or limited to specific instances.

     SECTION 2. Checks,  Drafts,  Orders, Etc. All checks, drafts, or other
orders for the payment of money,  notes or other  evidences of indebtedness
issued in the name of the Corporation

<PAGE>


shall be signed by such  officer  or agent of the  Corporation  and in such
manner  as shall  from  time to time be  prescribed  by the Board in a duly
authorized resolution.

     SECTION  3.  Deposits.  All  funds of the  Corporation  not  otherwise
employed  shall  be  deposited  from  time  to time  to the  credit  of the
Corporation in such banks,  trust companies,  or other depositories in such
manner  as shall  from  time to time be  prescribed  by the Board in a duly
authorized resolution.

                                ARTICLE VII

                         SHARES AND THEIR TRANSFER

     SECTION 1. Certificates for Shares.  The shares of the Corporation may
be  represented  by  certificates  or may be  uncertificated.  Certificates
representing  shares of the Corporation  shall be in such form as the Board
shall prescribe.  Such certificates shall be in the name of the Corporation
and signed by the Chairman of the Board,  the President or a Vice President
and by the Secretary or an Assistant Secretary and shall be sealed with the
corporate seal or contain a facsimile thereof.  In case any officer who has
signed or whose  facsimile  signature  has been placed  upon a  certificate
shall have ceased to be such officer before such certificate is issued,  it
may  nevertheless be issued by the  Corporation  with the same effect as if
the  person  were  such  officer  at the  date of  issue.  Where  any  such
certificate  is manually  countersigned  by a transfer  agent or  registrar
(other than the Corporation itself or an employee of the Corporation),  any
of the other signatures on the certificate may be a facsimile.

     SECTION 2. Record. The Corporation shall keep at its registered office
or principal  place of business,  or at the office of its transfer agent or
registrar,  a record of its  shareholders,  as required by applicable  law.
Except as  otherwise  expressly  required by law,  the person in whose name
shares  stand on the books of the  Corporation  shall be  deemed  the owner
thereof for all purposes as regards the Corporation.

     SECTION 3. Transfer of Shares.  Transfers of shares of the Corporation
shall  be made  only on the  books  of the  Corporation  by the  registered
shareholder thereof, or by the registered  shareholder's attorney thereunto
duly  authorized  by written power of attorney duly executed and filed with
the Secretary or with a transfer  agent  appointed as provided in Section 4
of this Article,  and on the surrender of any  certificate or  certificates
for such shares properly endorsed.

     SECTION 4. Regulations.  The Board may make such rules and regulations
as it may deem expedient,  not inconsistent with these By-laws,  concerning
the issue,  transfer and  registration  of shares of the  Corporation.  The
Board may  appoint or  authorize  any officer or officers to appoint one or
more transfer agents

<PAGE>


and one or more registrars and may require all  certificates  for shares to
bear the signature or signatures of any of them.

                                ARTICLE VIII

                                FISCAL YEAR

     The fiscal  year of the  Corporation  shall  begin on the first day of
October in each year.

                                 ARTICLE IX

                              INDEMNIFICATION

     SECTION 1. Every  person who is or was an officer or  employee  of the
Corporation  or of any other  corporation  or entity in which  that  person
served as a director, officer or employee at the request of the Corporation
(hereinafter  collectively  referred  to as a "Covered  Person"),  shall be
indemnified by the  Corporation  against any and all  reasonable  costs and
expenses (including but not limited to attorney's fees) and any liabilities
(including  but not limited to judgments,  fines,  penalties and reasonable
settlements)  that may be paid by or imposed against that Covered Person in
connection  with or  resulting  from any pending,  threatened  or completed
claim,  action,  suit or proceeding  (whether brought by or in the right of
the  Corporation or such other  corporation  or entity or  otherwise),  and
whether,  civil,  criminal,  administrative,  investigative  or legislative
(including any appeal relating thereto), in which the Covered Person may be
involved,  as a party or witness  or  otherwise,  by reason of the  Covered
Person's being or having been an officer or employee of the  Corporation or
a director,  officer or employee of such other corporation or entity, or by
reasons of any action taken or not taken in such  capacity,  whether or not
the  Covered  Person  continues  to be such at the time such  liability  or
expense shall have been paid or imposed, if the Covered Person:

     (a) has been  successful  on the merits or  otherwise  with respect to
such claim, action, suit or proceeding; or

     (b)  acted  in good  faith,  in what  the  Covered  Person  reasonably
believed  to be  the  best  interests  of the  Corporation  or  such  other
corporation or entity, as the case may be, and in addition, in any criminal
action or proceeding,  had no reasonable  cause to believe that the Covered
Person's conduct was unlawful.

     As used in this Article,  the terms  "expense" and  "liability"  shall
include,  but not be limited to, counsel fees and disbursements and amounts
of judgments,  fines or penalties  against,  and reasonable amounts paid in
settlement by, a Covered Person. The termination of any claim, action, suit
or  proceeding  by  judgment,  settlement  (whether  with or without  court
approval),  conviction or upon a plea of guilty or nolo contendere,  or its
equivalent,  shall not create a presumption  that a Covered

<PAGE>


Person did not meet the  standards of conduct set forth in paragraph (b) of
this Section 1.

     SECTION 2.  Indemnification  under paragraph (b) of Section 1 shall be
made  unless it is  determined  by any of the  following  that the  Covered
Person has not met the  standard of conduct set forth in  paragraph  (b) of
Section 1:

     (a) the Board, acting by a quorum consisting of directors who were not
parties to (or who are determined to have been  successful with respect to)
the claim, action, suit or proceeding;

     (b) a  committee  of the Board  established  pursuant  to Article  III
Section 8 of the By-laws  consisting  of directors  who were not parties to
(or who are determined to have been  successful with respect to) the claim,
action, suit or proceeding;

     (c) any  officer  or group of  officers  of the  Corporation  who,  by
resolution  adopted by the Board,  has been  given  authority  to make such
determinations; or

     (d) either of the following  selected by the Board if a  disinterested
committee of the Board (as  described  in paragraph  (b) of this Section 2)
cannot be obtained or by the person(s) designated in paragraphs (a), (b) or
(c) of this Section 2:

     (1)  independent  legal counsel (who may be the regular counsel of the
Corporation) who has delivered to the Corporation a written  determination;
or

     (2) an arbitrator or a panel of  arbitrators  (which panel may include
directors,  officers,  employees  or  agents  of the  Corporation)  who has
delivered to the Corporation a written determination.

     SECTION 3. Expenses incurred with respect to any claim,  action,  suit
or proceeding of the character described in Section 1 of this Article shall
be  advanced  to a  Covered  Person by the  Corporation  prior to the final
disposition  thereof,  but the Covered  Person  shall be obligated to repay
such advances if it is ultimately determined that the Covered Person is not
entitled  to   indemnification.   As  a  condition  to  advancing  expenses
hereunder, the Corporation may require the Covered Person to sign a written
instrument acknowledging such obligation to repay any advances hereunder if
it  is  ultimately  determined  the  Covered  Person  is  not  entitled  to
indemnity.

     Notwithstanding the preceding paragraph, the Corporation may refuse to
advance expenses or may discontinue  advancing expenses to a Covered Person
if


<PAGE>


such  advancement  is  determined  by  the  Corporation,  in its  sole  and
exclusive discretion, not to be in the best interest of the Corporation.

     SECTION 4.  Notwithstanding  anything in this Article to the contrary,
no person shall be  indemnified  in respect of any claim,  action,  suit or
proceeding  initiated  by such  person or such  person's  personal or legal
representative,   or  which   involved  the   voluntary   solicitation   or
intervention   of  such   person  or  such   person's   personal  or  legal
representative  (other  than an action to  enforce  indemnification  rights
hereunder  or an action  initiated  with the  approval of a majority of the
Board).

     SECTION  5. The rights of  indemnification  provided  in this  Article
shall be in  addition to any other  rights to which any Covered  Person may
otherwise be entitled to by contract, vote of shareholders or disinterested
directors,  other  corporate  action or otherwise;  and in the event of any
such  Covered  Person's  death,  such  rights  shall  extend to the Covered
Person's heirs and legal representatives.

                                 ARTICLE X

                                 AMENDMENTS

     Any By-law may be adopted repealed, altered or amended by the Board at
any regular or special meeting thereof. The shareholders of the Corporation
shall  have the power to  amend,  alter or repeal  any  By-law  only to the
extent and in the manner provided in the articles of  incorporation  of the
Corporation.