BY-LAWS

                                       OF

                              DEL WEBB CORPORATION

                               (the "Corporation")

                          (Effective November 1, 1994)

                         (as amended February 13, 1996)

                         (as amended February 10, 2000)

                                    ARTICLE 1

                                     OFFICES

     SECTION 1.1 REGISTERED  OFFICE.  The registered  office of the  Corporation
shall be in the City of Wilmington, County of New Castle, State of Delaware.

     SECTION 1.2 OTHER OFFICES.  The  Corporation  may also have offices at such
other  places  both  within and  without  the State of  Delaware as the Board of
Directors or the officers may from time to time determine.

                                    ARTICLE 2

                            MEETINGS OF STOCKHOLDERS

     SECTION  2.1  PLACE  OF  MEETINGS.  Meetings  of the  stockholders  for the
election of  directors or for any other  purpose  shall be held at such time and
place,  either  within or without the State of Delaware,  as shall be designated
from  time to time by the Board of  Directors  and  stated in the  notice of the
meeting or in a duly executed waiver of notice thereof.

     SECTION 2.2 ANNUAL MEETINGS.  The Annual Meetings of Stockholders  shall be
held on such date and at such time as shall be  designated  from time to time by
the Board of  Directors  and  stated  in the  notice  of the  meeting,  at which
meetings the  stockholders  shall elect by a plurality vote members of the Board
of Directors in the class whose term shall  expire at such Annual  Meeting,  and
transact  such other  business as may  properly be brought  before the  meeting.
Written  notice of the Annual  Meeting  stating the place,  date and hour of the
meeting shall be given to each stockholder  entitled to vote at such meeting not
less than ten nor more than sixty days before the date of the meeting.

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     SECTION 2.3 SPECIAL MEETINGS.  Unless otherwise prescribed by law or by the
Certificate of Incorporation,  Special Meetings of Stockholders, for any purpose
or purposes,  may be called by either the Chairman or the President and shall be
called by either  such  officer at the  request in writing of a majority  of the
Board of  Directors.  Such  request  shall  state the purpose or purposes of the
proposed  meeting.  Written notice of a Special Meeting stating the place,  date
and hour of the meeting  and the  purpose or  purposes  for which the meeting is
called shall be given not less than ten nor more than sixty days before the date
of the meeting to each stockholder entitled to vote at such meeting.

     SECTION  2.4  QUORUM.  Except  as  otherwise  provided  by  law  or by  the
Certificate  of  Incorporation,  the holders of a majority of the capital  stock
issued  and  outstanding  and  entitled  to vote  thereat,  present in person or
represented  by  proxy,  shall  constitute  a  quorum  at  all  meetings  of the
stockholders for the transaction of business. If, however, such quorum shall not
be present or represented at any meeting of the  stockholders,  the stockholders
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, 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. If the adjournment is for more than thirty days, or if after
the adjournment a new record date is fixed for the adjourned  meeting,  a notice
of the  adjourned  meeting  shall be given not less than ten nor more than sixty
days before the date of the adjourned  meeting to each  stockholder  entitled to
vote at the meeting.

     SECTION 2.5 VOTING.  Unless  otherwise  required by law, the Certificate of
Incorporation  or these  By-Laws,  any  question  brought  before any meeting of
stockholders  shall be decided by the vote of the  holders of a majority  of the
stock represented and entitled to vote thereat. Each stockholder  represented at
a meeting of  stockholders  shall be entitled to cast one vote for each share of
the capital stock entitled to vote thereat held by such stockholder.  Such votes
may be cast in person or by proxy but no proxy  shall be voted on or after three
years from its date,  unless such proxy provides for a longer period.  The Board
of Directors, in its discretion,  or the officer of the Corporation presiding at
a meeting of stockholders,  in such officer's  discretion,  may require that any
votes cast at such meeting shall be cast by written ballot.

     SECTION  2.6 LIST OF  STOCKHOLDERS  ENTITLED  TO VOTE.  The  officer of the
Corporation who has charge of the stock ledger of the Corporation  shall prepare
and make,  at least ten days before every  meeting of  stockholders,  a complete
list  of  the  stockholders  entitled  to  vote  at  the  meeting,  arranged  in
alphabetical  order,  and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the  examination  of any  stockholder,  for any purpose  germane to the meeting,
during ordinary  business hours,  for a period of at least ten days prior to the
meeting,  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 the meeting is to be held. The list shall also be

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produced  and kept at the time and place of the  meeting  during  the whole time
thereof,  and may be  inspected by any  stockholder  of the  Corporation  who is
present.

     SECTION 2.7 STOCK LEDGER.  The stock ledger of the Corporation shall be the
only  evidence  as to who are the  stockholders  entitled  to examine  the stock
ledger, the list required by Section 2.6 or the books of the Corporation,  or to
vote in  person  or by proxy at any  meeting  of  stockholders.  Any good  faith
decision  in regard to such  matters by the officer of the  Corporation  who has
charge of the stock ledger of the Corporation,  which may be the Secretary,  any
Assistant Secretary or any other appropriate  officer of the Corporation,  shall
be final.

     SECTION 2.8  NOMINATION  OF  DIRECTORS.  Only persons who are  nominated in
accordance  with the  following  procedures  shall be eligible  for  election as
directors of the  Corporation.  Nominations of persons for election to the Board
of Directors may be made at any Annual Meeting of Stockholders  (a) by or at the
direction of the Board of Directors (or any duly authorized  committee  thereof)
or (b) by any  stockholder of the Corporation (i) who is a stockholder of record
on the date of the giving of the notice  provided for in this Section 2.8 and on
the record date for the  determination of stockholders  entitled to vote at such
Annual  Meeting and (ii) who com-plies  with the notice  procedures set forth in
this Section 2.8.

     In addition to any other  applicable  requirements,  for a nomination to be
made by a stockholder, such stockholder must have given timely notice thereof in
proper written form to the Secretary of the Corporation.

     To be timely, a stockholder's  notice to the Secretary must be delivered to
or mailed and received at the principal  executive offices of the Company (a) in
the case of an Annual  Meeting,  not less than sixty  days nor more than  ninety
days prior to the anniversary date of the immediately  pre-ceding Annual Meeting
of Stockholders; provided, however, that in the event that the Annual Meeting is
called  for a date  that  is  not  within  thirty  days  before  or  after  such
anniversary  date,  notice by the  stockholder  in order to be timely must be so
received not later than the close of business on the tenth day following the day
on which such notice of the date of the Annual Meeting was mailed or such public
disclosure of the date of the Annual Meeting was made,  whichever  first occurs;
and (b) in the case of a special meeting of stockholders  called for the purpose
of  electing  directors,  not later than the close of  business on the tenth day
following the day on which notice of the date of the special  meeting was mailed
or public  disclosure  of the date of the special  meeting  was made,  whichever
first occurs.

     To be in proper written form, a stockholder's  notice to the Secretary must
set forth (a) as to each person whom the  stockholder  proposes to nominate  for
election as a director (i) the name, age, business address and residence address
of the person, (ii) the principal  occupation or employment of the person, (iii)
the class or series and number of shares of capital  stock of the Company  which
are owned beneficially or of record by the person and (iv) any other information
relating  to the  person  that  would be  required  to be  disclosed  in a proxy
statement or other filings required to be made in connection with  solicitations

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

     Notwithstanding  compliance  with the  foregoing  provisions,  the Board of
Directors  shall not be obligated to include  information as to any  stockholder
nominee  for  director in any proxy  statement  or other  communication  sent to
stockholders.

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

     SECTION 2.9 BUSINESS AT ANNUAL  MEETINGS.  No business may be transacted at
an Annual  Meeting  of  Stockholders,  other  than  business  that is either (a)
specified in the notice of meeting (or any  supplement  thereto)  given by or at
the  direction  of the  Board of  Directors  (or any duly  authorized  committee
thereof),  (b) otherwise properly brought before the Annual Meeting by or at the
direction of the Board of Directors (or any duly authorized  committee  thereof)
or (c) otherwise  properly  brought before the Annual Meeting by any stockholder
of the  Corporation (i) who is a stockholder of record on the date of the giving
of the notice  provided  for in this  Section 2.9 and on the record date for the
determination  of stockholders  entitled to vote at such Annual Meeting and (ii)
who com-plies with the notice procedures set forth in this Section 2.9.

     In  addition  to any other  applicable  requirements,  for  business  to be
properly  brought before an Annual Meeting by a  stockholder,  such  stockholder
must have given timely notice thereof in proper written form to the Secretary of
the Corporation.

     To be timely, a stockholder's  notice to the Secretary must be delivered to
or mailed and  received at the  principal  executive  offices of the Company not
less than sixty days nor more than ninety days prior to the anniversary  date of
the immediately  preceding  Annual Meeting of Stockholders;  provided,  however,
that in the event  that the  Annual  Meeting  is  called  for a date that is not
within  thirty  days  before  or after  such  anniversary  date,  notice  by the

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stockholder  in order to be timely must be so received  not later than the close
of business on the tenth day  following the day on which such notice of the date
of the Annual  Meeting was mailed or such public  disclosure  of the date of the
Annual Meeting was made, whichever first occurs.

     To be in proper written form, a stockholder's  notice to the Secretary must
set forth as to each matter such stockholder proposes to bring before the Annual
Meeting (i) a brief description of the business desired to be brought before the
Annual  Meeting  and the  reasons  for  conducting  such  business at the Annual
Meeting,  (ii) the name and record address of such stockholder,  (iii) the class
or series  and  number of shares of capital  stock of the  Corporation  that are
owned  beneficially or of record by such stockholder,  (iv) a description of all
arrangements or understandings  between such stockholder and any other person or
persons (including their names) in connection with the proposal of such business
by such  stockholder  and any  material  interest  of such  stockholder  in such
business and (v) a  representation  that such  stockholder  intends to appear in
person or by proxy at the  Annual  Meeting  to bring  such  business  before the
meeting.

     No business shall be conducted at the Annual Meeting of Stockholders except
business brought before the Annual Meeting in accordance with the procedures set
forth in this Section  2.9,  provided,  however,  that,  once  business has been
properly  brought before the Annual Meeting in accordance with such  procedures,
nothing  in this  Section  2.9  shall be deemed to  preclude  discussion  by any
stockholder  of  any  such  business.  If  the  Chairman  of an  Annual  Meeting
determines  that business was not properly  brought before the Annual Meeting in
accordance  with the  foregoing  procedures,  the Chairman  shall declare to the
meeting that the business was not properly  brought  before the meeting and such
business shall not be transacted.

                                    ARTICLE 3

                                    DIRECTORS

     SECTION  3.1  ELECTION  OF  DIRECTORS.  Directors  shall  be  elected  by a
plurality of the votes cast at Annual Meetings of Stockholders. Any director may
resign  at any  time  upon  notice  to the  Corporation.  Directors  need not be
stockholders.

     SECTION 3.2 DUTIES AND POWERS.  The  business of the  Corporation  shall be
managed by or under the  direction of the Board of Directors  which may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by  statute  or by the  Certificate  of  Incorporation  or by these  By-Laws
directed or required to be exercised or done by the stockholders.

     SECTION 3.3 MEETINGS.  The Board of Directors of the  Corporation  may hold
meetings  both  regular  and  special,  either  within or  without  the State of
Delaware.  Regular meetings of the Board of Directors may be held without notice
at such  time and at such  place as may from time to time be  determined  by the
Board of Directors.  Special meetings of the Board of Directors may be called by

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the Chairman or the President or by a majority of the directors  then in office.
Notice thereof stating the place, date and hour of the meeting shall be given to
each director either by mail not less than forty-eight  hours before the date of
the meeting, by telephone, facsimile or telegram on twenty-four hours notice, or
on such  shorter  notice as the person or persons  calling such meeting may deem
necessary or appropriate in the circumstances.

     SECTION 3.4 QUORUM.  Except as may be  otherwise  specifically  provided by
law, the Certificate of Incorporation  or these By-Laws,  at all meetings of the
Board of Directors, a majority of the entire Board of Directors shall 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.  If a quorum shall not be present at any meeting of the
Board 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.

     SECTION 3.5 ACTIONS OF BOARD.  Unless otherwise provided by the Certificate
of Incorporation or these By-Laws,  any action required or permitted to be taken
at any  meeting of the Board of  Directors  or of any  committee  thereof may be
taken  without  a  meeting,  if all the  members  of the Board of  Directors  or
committee,  as the case may be, consent  thereto in writing,  and the writing or
writings are filed with the minutes of  proceedings of the Board of Directors or
committee.

     SECTION 3.6 MEETINGS BY MEANS OF  CONFERENCE  TELEPHONE.  Unless  otherwise
provided by the Certificate of  Incorporation  or these By-Laws,  members of the
Board of Directors of the Corporation,  or any committee designated by the Board
of  Directors,  may  participate  in a meeting of the Board of Directors or such
committee by means of a conference telephone or similar communications equipment
by means of which all persons  participating in the meeting can hear each other,
and  participation  in a meeting  pursuant to this Section 3.6 shall  constitute
presence in person at such meeting.

     SECTION 3.7 COMMITTEES. The Board of Directors may, by resolution passed by
a majority of the entire Board of Directors,  designate one or more  committees,
each  committee to consist of one or more of the  directors of the  Corporation.
The Board of Directors may designate one or more directors as alternate  members
of any  committee,  who may  replace  any absent or  disqualified  member at any
meeting of any such committee. In the absence or disqualification of a member of
a committee, and in the absence of a designation by the Board of Directors of an
alternate  member to replace the absent or  disqualified  member,  the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the Board of  Directors  to act at the  meeting  in the  place of any  absent or
disqualified  member.  A majority of the members of a committee,  including  any
alternate members,  shall constitute a quorum of such committee.  Any committee,
to the extent  allowed by law and provided in the resolution  establishing  such
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.
Each committee  shall keep regular  minutes and report to the Board of Directors
when required.

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     SECTION 3.8 COMPENSATION. The directors may be paid their expenses, if any,
of  attendance at each meeting of the Board of Directors and may be paid a fixed
sum for  attendance at each meeting of the Board of Directors or a stated salary
as director.  No such  payment  shall  preclude  any  director  from serving the
Corporation in any other capacity and receiving compensation therefore.  Members
of special or standing committees may be allowed like compensation for attending
committee  meetings.  In addition,  the Board of Directors may adopt one or more
director compensation plans using securities of the Corporation.

     SECTION 3.9 INTERESTED  DIRECTORS.  No contract or transaction  between the
Corporation  and  one or more of its  directors  or  officers,  or  between  the
Corporation  and any  other  corporation,  partnership,  association,  or  other
organization  in which one or more of its directors or officers are directors or
officers,  or have a financial  interest,  shall be void or voidable  solely for
this  reason,  or solely  because  the  director  or  officer  is  present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or  transaction,  or solely because such director's vote
is counted  for such  purpose if (i) the  material  facts as to such  director's
relationship  or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the Board of Directors
or  committee  in good faith  authorizes  the  contract  or  transaction  by the
affirmative votes of a majority of the disinterested directors,  even though the
disinterested  directors be less than a quorum; or (ii) the material facts as to
such  director's  relationship or interest and as to the contract or transaction
are disclosed or are known to the stockholders entitled to vote thereon, and the
contract or  transaction is  specifically  approved in good faith by vote of the
stockholders; or (iii) the contract or transaction is fair as to the Corporation
as of  the  time  it is  authorized,  approved  or  ratified,  by the  Board  of
Directors, a committee thereof or the stockholders.  Interested directors may be
counted in  determining  the  presence  of a quorum at a meeting of the Board of
Directors or of a committee which authorizes the contract or transaction.

                                    ARTICLE 4

                                    OFFICERS

     SECTION 4.1 GENERAL. The officers of the Corporation shall be chosen by the
Board of Directors and may include a President, a Secretary and a Treasurer. The
Board of Directors,  in its discretion,  may also choose a Chairman of the Board
of Directors (who must be a director) and one or more Vice Presidents, Assistant
Secretaries,  Assistant Treasurers and other officers. Any number of offices may
be held by the same person,  unless otherwise prohibited by law, the Certificate
of Incorporation  or these By-Laws.  The officers of the Corporation need not be
stockholders of the  Corporation  nor, except in the case of the Chairman of the
Board of  Directors,  need such  officers be directors of the  Corporation.  The
officers  of the  Corporation  may sign and execute  documents  on behalf of the

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Corporation,  whether  requiring a seal or otherwise,  when  authorized by these
By-Laws, the Board of Directors, the Chairman or President.

     SECTION 4.2  ELECTION.  The Board of  Directors  at its first  meeting held
after each  Annual  Meeting of  Stockholders  shall  elect the  officers  of the
Corporation  who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be  determined  from time to time by the
Board of Directors;  and all officers of the Corporation shall hold office until
their successors are chosen and qualified, or until their earlier resignation or
removal.  Any officer  elected by the Board of  Directors  may be removed at any
time by the  affirmative  vote of a  majority  of the  Board of  Directors.  Any
vacancy  occurring in any office of the Corporation shall be filled by the Board
of Directors.  The salaries of all officers of the Corporation shall be fixed by
the Board of Directors or by a committee thereof.

     SECTION 4.3 VOTING SECURITIES OWNED BY THE CORPORATION. Powers of attorney,
proxies,  waivers of notice of meeting,  consents and other instruments relating
to  securities  owned by the  Corporation  may be executed in the name of and on
behalf of the  Corporation by the Chairman,  President or any Vice President and
any such officer may, in the name of and on behalf of the Corporation,  take all
such action as any such officer may deem advisable to vote in person or by proxy
at any meeting of security  holders of any  corporation in which the Corporation
may own  securities  and at any such meeting  shall possess and may exercise any
and all rights and power incident to the ownership of such securities and which,
as the owner  thereof,  the  Corporation  might have  exercised and possessed if
present.  The Board of Directors  may, by  resolution,  from time to time confer
like powers upon any other person or persons.

     SECTION  4.4 (as  amended  February  10,  2000)  CHAIRMAN  OF THE  BOARD OF
DIRECTORS.  The  Chairman  of the  Board of  Directors,  if there be one,  shall
preside  at all  meetings  of the  stockholders  and of the Board of  Directors.
During the absence or disability of the President,  the Chairman of the Board of
Directors  shall  exercise  all the powers and  discharge  all the duties of the
President.  The Chairman of the Board of Directors shall also perform such other
duties and may  exercise  such other powers as from time to time may be assigned
to the Chairman by these By-Laws or by the Board of  Directors.  All officers of
the Corporation shall be under the supervision of the Chairman, if there be one,
and shall perform all such duties as shall be assigned by the Chairman.

     SECTION 4.5 (as amended  February 10, 2000)  PRESIDENT.  The President,  if
there shall be one, shall, subject to the control of the Board of Directors and,
if  there  be  one,  the  Chairman  of the  Board  of  Directors,  have  general
supervision of the business of the Corporation and shall see that all orders and
resolutions of the Board of Directors are carried into effect. In the absence or
disability of the Chairman of the Board of Directors,  or if there be none,  the
President  shall  preside at all meetings of the  stockholders  and the Board of
Directors.  The President  shall also perform such other duties and may exercise
such other powers as from time to time may be assigned to the President by these
By-Laws, by the Board of Directors or by the Chairman.

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     SECTION 4.6 (as amended February 10, 2000) CHIEF EXECUTIVE  OFFICER.  There
shall be a Chief  Executive  Officer  appointed by the Board of  Directors.  The
Chairman of the Board of Directors or the President shall be the Chief Executive
Officer.  Subject to the control of the Board of Directors,  the Chief Executive
Officer shall be the principal  executive of the  Corporation,  responsible  for
supervision  and direction of the business of the  Corporation.  All officers of
the Corporation  shall be under the supervision of the Chief Executive  Officer,
and shall  perform all such  duties as shall be assigned by the Chief  Executive
Officer.

     SECTION 4.7 (as amended February 10, 2000) VICE PRESIDENTS.  At the request
of  the  President  or in  the  President's  absence  or in  the  event  of  the
President's  in-ability  or refusal to act (and if there be no  Chair-man of the
Board of Directors),  the Vice President or the Vice Presidents if there is more
than one (in the order  designated by the Board of Directors)  shall perform the
duties of the President, and when so acting, shall have all the powers of and be
subject to all the  restrictions  upon the President.  Each Vice President shall
perform such other duties and have such other powers as the Board of  Directors,
Chairman and/or the President from time to time may pre-scribe.

     SECTION 4.8 (as amended February 10, 2000)  SECRETARY.  The Secretary shall
attend all meetings of the Board of Directors  and all meetings of  stockholders
and  record all the  proceedings  thereat in a book or books to be kept for that
purpose;  the  Secretary  shall  also  perform  like  duties  for  the  standing
committees when requested or appropriate.  The Secretary shall give, or cause to
be given, notice of all meetings of the stockholders and special meetings of the
Board of Directors,  and shall perform such other duties as may be prescribed by
the Board of Directors,  Chairman or President. If the Secretary shall be unable
or shall refuse to cause to be given notice of all meetings of the  stockholders
and special  meetings of the Board of  Directors,  and if there be no  Assistant
Secretary,  then  either  the Board of  Directors  or the  President  may choose
another  officer  to cause such  notice to be given.  The  Secretary  shall have
custody of the seal of the  Corporation,  if there is one, and the  Secretary or
any  Assistant  Secretary,  shall  have  authority  to  affix  the  same  to any
instrument requiring it and when so affixed, it may be attested by the signature
of the Secretary or by the signature of any  Assistant  Secretary.  The Board of
Directors  may give general  authority to any other officer to affix the seal of
the  Corporation  and to attest the affixing by such  officer's  signature.  The
Secretary shall see that all books, reports, statements,  certificates and other
documents  and records  required by law to be kept or filed are properly kept or
filed, as the case may be.

     SECTION 4.9 (as amended February 10, 2000)  TREASURER.  The Treasurer shall
supervise the  maintenance of the corporate  funds and securities and shall keep
full and accurate  accounts of receipts and  disbursements in books belonging to
the Corporation  and shall deposit all moneys and other valuable  effects in the
name  and to the  credit  of the  Corporation  in  such  depositories  as may be
designated by the Board of Directors or Chairman.  The Treasurer  shall disburse
the  funds of the  Corporation  as may be  ordered  by the  Board of  Directors,
Chairman or President for such disbursements,  and shall render to the Chairman,
President and the Board of Directors, at its regular meetings, or when the Board
of  Directors  or  Chairman  so  requires,  an  account of all  transactions  as

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Treasurer and of the financial condition of the Corporation. The Treasurer shall
perform  such  other  duties  and have such  powers  as the Board of  Directors,
Chairman  and/or  President from time to time may prescribe.  If required by the
Board of Directors or Chairman,  the Treasurer shall give the Corporation a bond
in such sum and with such  surety or sureties  as shall be  satisfactory  to the
Board of Directors or Chairman  for the  faithful  performance  of the duties of
such  office  and  for  the  restoration  to the  Corporation,  in  case  of the
Treasurer's death, resignation, retirement or removal from office, of all books,
papers,  vouchers,  money and other property of whatever kind in the Treasurer's
possession or under such officer's control belonging to the Corporation.

     SECTION  4.10  (as  amended  February  10,  2000)  ASSISTANT   SECRETARIES.
Assistant Secretaries,  if there be any, shall perform such duties and have such
powers as from time to time may be assigned  to them by the Board of  Directors,
the  Chairman,  the  President,  any Vice  President,  if  there be one,  or the
Secretary, and in the absence of the Secretary or in the event of such officer's
disability  or refusal to act,  shall perform the duties of the  Secretary,  and
when  so  acting,  shall  have  all  the  powers  of and be  subject  to all the
restrictions upon the Secretary.

     SECTION 4.11 (as amended February 10, 2000) ASSISTANT TREASURERS. Assistant
Treasurers,  if there be any,  shall perform such duties and have such powers as
from  time to time  may be  assigned  to them by the  Board  of  Directors,  the
Chairman, the President,  any Vice President, if there be one, or the Treasurer,
and in the absence of the Treasurer or in the event of such officer's disability
or refusal  to act,  shall  perform  the  duties of the  Treasurer,  and when so
acting, shall have all the powers of and be subject to all the restrictions upon
the Treasurer.  If required by the Board of Directors or Chairman,  an Assistant
Treasurer  shall give the Corporation a bond in such sum and with such surety or
sureties as shall be  satisfactory to the Board of Directors or Chairman for the
faithful  performance  of the  duties  of  such  officer's  office  and  for the
restoration  to the  Corporation,  in case of the Assistant  Treasurer's  death,
resignation,  retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in such officer's  possession or under
such officer's control belonging to the Corporation.

     SECTION  4.12 (as amended  February 10,  2000) OTHER  OFFICERS.  Such other
officers as the Board of Directors may choose shall perform such duties and have
such  powers  as from  time to time  may be  assigned  to them by the  Board  of
Directors,  Chairman,  or President.  The Board of Directors may delegate to any
other officer of the  Corporation the power to choose such other officers and to
prescribe their respective duties and powers.

                                    ARTICLE 5

                                      STOCK

     SECTION 5.1 FORM OF CERTIFICATES.  Every holder of stock in the Corporation
shall be entitled to have a certificate  signed,  in the name of the Corporation

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(i) by the Chairman of the Board of Directors, the President or a Vice President
and (ii) by the  Treasurer or an  Assistant  Treasurer,  or the  Secretary or an
Assistant Secretary of the Corporation, certifying the number of shares owned by
such holder in the Corporation.

     SECTION 5.2  SIGNATURES.  Where a  certificate  is  countersigned  by (i) a
transfer agent other than the  Corporation or its employee,  or (ii) a registrar
other  than  the  Corporation  or  its  employee,  any  other  signature  on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose  facsimile  signature has been placed upon a certificate
shall have ceased to be such officer,  transfer  agent or registrar  before such
certificate is issued,  it may be issued by the Corporation with the same effect
as if such person were such officer,  transfer agent or registrar at the date of
issue.

     SECTION 5.3 LOST  CERTIFICATES.  The Secretary may direct a new certificate
to be issued in place of any certificate  theretofore  issued by the Corporation
alleged to have been lost, stolen or destroyed,  upon the making of an affidavit
of that fact by the person claiming the certificate of stock to be lost,  stolen
or destroyed.  When authorizing  such issue of a new certificate,  the Secretary
may, in such officer's  discretion and as a condition  precedent to the issuance
thereof,  require the owner of such lost,  stolen or destroyed  certificate,  or
such owner's legal  representative,  to advertise the same in such manner as the
Secretary  shall require and/or to give the Corporation a bond in such sum as it
may  direct  as  indemnity  against  any  claim  that  may be made  against  the
Corporation with respect to the certificate alleged to have been lost, stolen or
destroyed.

     SECTION 5.4 TRANSFERS.  Stock of the  Corporation  shall be transferable in
the manner  prescribed by law and in these By-Laws.  Transfers of stock shall be
made on the books of the Corporation only by the person named in the certificate
or by such  person's  attorney  lawfully  constituted  in  writing  and upon the
surrender of the  certificate  therefor,  which shall be cancelled  before a new
certificate shall be issued.

     SECTION 5.5 RECORD DATE.  In order that the  Corporation  may determine the
stockholders  entitled to notice of or to vote at any meeting of stockholders 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 stock,  or for the purpose of
any other lawful  action,  the Board of Directors may fix, in advance,  a record
date,  which shall not be more than sixty days nor less than ten days before the
date of such  meeting,  nor more than sixty days  prior to any other  action.  A
determination  of  stockholders  of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

     SECTION  5.6  BENEFICIAL  OWNERS.  The  Corporation  shall be  entitled  to
recognize the exclusive  right of a person  registered on its books as the owner
of shares to receive  dividends,  and to vote as such owner,  and to hold liable
for  calls  and  assessments  a person  registered  on its books as the owner of

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shares,  and shall not be bound to recognize  any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof,  except as otherwise  provided by
law.

                                    ARTICLE 6

                                STOCK REPURCHASES

     SECTION 6.1 In addition to any affirmative vote of stockholders required by
any provision of law or the Certificate of  Incorporation of this Corporation or
by these By-Laws, the Corporation shall not, directly or indirectly, purchase or
agree  to  purchase  any  equity  security  of a class  of  securities  which is
registered  pursuant to Section 12 of the Exchange Act issued by the Corporation
from  any  Person  or two or  more  Persons  who act as a  partnership,  limited
partnership,  syndicate, or other group pursuant to any agreement,  arrangement,
relationship,  understanding,  or otherwise,  whether or not in writing, for the
purpose of acquiring,  owning,  or voting shares of the Corporation,  who is the
Beneficial  Owner of more than five percent of the aggregate voting power of the
Corporation for more than the Average Market Price of the shares, unless (i) the
purchase or agreement  to purchase is approved at a meeting of the  stockholders
by the  affirmative  vote of the holders of a majority of the  aggregate  voting
power of all shares entitled to vote,  except that no Interested Shares shall be
entitled to vote on the question of such approval or (ii) the Corporation  makes
an offer of at least  equal value per share to all holders of shares of the same
class or  series  and to all  holders  of any  class or  series  into  which the
securities may be converted.

     For purposes of this By-Law, the following definitions apply:

         6.1.1. "Average Market Price" shall mean the average closing sale price
during the thirty trading days  immediately  preceding the purchase of the share
in question,  or if the Person or Persons have  commenced a tender offer or have
announced an intention  to seek  control of the  Corporation,  during the thirty
trading days  preceding the earlier of the  commencement  of the tender offer or
the making of the  announcement,  of a share on the composite  tape for New York
stock  Exchange  listed shares or, if the shares are not quoted on the composite
tape or not  listed on the New York  stock  exchange,  on the  principal  United
States securities exchange registered under the Exchange Act on which the shares
are  listed  or,  if the  shares  are not  listed on any such  exchange,  on the
national  association of securities dealers,  inc. automated quotations national
market  system or, if the shares are not quoted on the national  association  of
securities  dealers,  inc.  automated  quotations  national  market system,  the
average  closing bid  quotation,  during the thirty  trading days  preceding the
purchase  of the shares in question of a share on the  national  association  of
securities dealers,  inc. automated quotations system or any system then in use,
or if the Person or Persons have  commenced a tender offer or have  announced an

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intention to seek  control of the  Corporation,  during the thirty  trading days
preceding the earlier of the  commencement  of the tender offer or the making of
the announcement,  except that if no quotation is available,  the average market
price is the fair market value on the date of purchase of the shares in question
of a share  as  determined  in good  faith  by the  Board  of  Directors  of the
Corporation.

         6.1.2. "Beneficial Owner" shall have the meaning ascribed to it in Rule
13d-3 and Rule 13d-5 of the General  Rules and  Regulations  under the  Exchange
Act, as in effect on June 30, 1994.

         6.1.3. "Interested Shares" shall mean all outstanding shares of capital
stock of the Corporation entitled to vote generally in the election of directors
that are  beneficially  owned by any  Person or  Persons  that is the  direct or
indirect  Beneficial  Owner of more than five  percent of the  aggregate  voting
power of the Corporation.

         6.1.4.   "Person"  shall  mean  any  individual,   partnership,   firm,
corporation,  association,  trust, unincorporated organization, or other entity,
as well as any  syndicate  or group  deemed to be a Person  pursuant  to Section
13(d)(3)  of the  Exchange  Act, as in effect on June 30,  1994,  other than the
Corporation or any subsidiary of the Corporation.

                                    ARTICLE 7

                                     NOTICES

     SECTION 7.1  NOTICES.  Whenever  written  notice is  required  by law,  the
Certificate  of  Incorporation  or these  By-Laws,  to be given to any director,
member  of a  committee  or  stockholder,  such  notice  may be  given  by mail,
addressed  to such  director,  member of a  committee  or  stockholder,  at such
person's address as it appears on the records of the  Corporation,  with postage
thereon prepaid or such notice may be given personally, by facsimile,  overnight
delivery, telegram, telex, or cable at such address. Such notice shall be deemed
to be given at the  earlier of  receipt  of such  notice or at the time when the
same shall be deposited in the United States mail or otherwise transmitted.

     SECTION 7.2 WAIVERS OF NOTICE.  Whenever any notice is required by law, the
Certificate  of  Incorporation  or these  By-Laws,  to be given to any director,
member of a committee or stockholder,  a waiver thereof in writing,  signed,  by
the person or persons entitled to said notice,  whether before or after the time
stated therein, shall be deemed equivalent thereto.

                                    ARTICLE 8

                               GENERAL PROVISIONS

     SECTION 8.1 DIVIDENDS. Dividends upon the capital stock of the Corporation,
subject to the provisions of the  Certificate of  Incorporation,  if any, may be
declared by the Board of Directors at any regular or special meeting, and may be
paid in cash, in property,  or in shares of the capital stock. Before payment of

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<PAGE>
any  dividend,  there  may be set  aside  out of any  funds  of the  Corporation
available for dividends  such sum or sums as the Board of Directors from time to
time, in its absolute discretion, deems proper as a re-serve or reserves for any
proper  purpose,  and the Board of  Directors  may  modify or  abolish  any such
reserve.

     SECTION 8.2 DISBURSEMENTS. All checks or demands for money and notes of the
Corporation  shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

     SECTION 8.3 FISCAL YEAR. The fiscal year of the Corporation  shall be fixed
by resolution of the Board of Directors.

     SECTION 8.4 CORPORATE  SEAL.  The  Corporation  may have a corporate  seal,
which shall have inscribed  thereon the words "Corporate  Seal". The seal may be
used by  causing  it or a  facsimile  thereof  to be  impressed  or  affixed  or
reproduced or otherwise. However, nothing in these By-Laws or in the Certificate
of  Incorporation  of the Corporation  shall be construed to require a corporate
seal to be affixed to any document.

     SECTION 8.5 (Added by Amendment dated February 13, 1996) ELECTION NOT TO BE
SUBJECT TO ARIZONA CONTROL SHARE ACQUISITION STATUTE. The Corporation elects not
to be  subject  to Title  10,  Chapter  23,  Article  2 of the  Arizona  Revised
Statutes, relating to "Control Share Acquisitions".

                                    ARTICLE 9

                                   AMENDMENTS

     SECTION 9.1 These By-Laws may be altered,  amended or repealed, in whole or
in part,  or new By-Laws may be adopted by the  stockholders  or by the Board of
Directors; provided, however, that notice of such alteration,  amendment, repeal
or  adoption  of new  By-Laws  be  contained  in the  notice of such  meeting of
stockholders  or Board of Directors as the case may be. All such amendments must
be approved by either the holders of a majority of the outstanding capital stock
entitled to vote thereon or by a majority of the entire Board of Directors  then
in office.

     SECTION 9.2 ENTIRE BOARD OF DIRECTORS. As used in this Article and in these
By-Laws  generally,  the term "entire Board of Directors" means the total number
of directors which the Corporation would have if there were no vacancies.

         I hereby  certify  that the above and  foregoing  Bylaws are a true and
correct copy of the Bylaws of Del Webb Corporation,  adopted effective  November
1, 1994.


                                        ----------------------------------------
                                        Donald V. Mickus, Secretary