BY-LAWS

                               of

                  Uniroyal Chemical Corporation

                   dated as of August 21, 1996




                           ARTICLE I

                           OFFICES

SECTION 1. REGISTERED OFFICE -- The registered office of Uniroyal
Chemical Corporation (the "Corporation") shall be established and
maintained at the office of The Corporation Trust Company at The
Corporation Trust Center, 1209 Orange Street in the City of
Wilmington, County of New Castle, State of Delaware, and said
Corporation Trust Company shall be the registered agent of the
Corporation in charge thereof.

SECTION 2. OTHER OFFICES -- The Corporation may have other
offices, either within or without the State of Delaware, at such
place or places as the Board of Directors may from time to time
select or the business of the Corporation may require.


                           ARTICLE II

                      MEETINGS OF STOCKHOLDERS

SECTION 1. ANNUAL MEETINGS -- Annual meetings of stockholders for
the election of directors, and for such other business as may be
stated in the notice of the meeting, shall be held at such place,
either within or without the State of Delaware, and at such time
and date as the Board of Directors, by resolution, shall
determine and as set forth in the notice of the meeting.  If the
Board of Directors fails so to determine the time, date and place
of meeting, the annual meeting of stockholders shall be held at
the registered office of the Corporation on the first Tuesday in
April.  If the date of the annual meeting shall fall upon a legal
holiday, the meeting shall be held on the next succeeding busi-
ness day.  At each annual meeting, the stockholders entitled to
vote shall elect a Board of Directors and they may transact such
other corporate business as shall be stated in the notice of the
meeting.

SECTION 2. SPECIAL MEETINGS -- Special meetings of the
stockholders for any purpose or purposes may be called by the
Chairman of the Board, the President or the Secretary, or by
resolution of the Board of Directors.

SECTION 3. VOTING -- Each stockholder entitled to vote in
accordance with the terms of the Certificate of Incorporation of
the Corporation and these By-Laws may vote in person or by proxy,
but no proxy shall be voted after three years from its date
unless such proxy provides for a longer period.  All elections
for directors shall be decided by plurality vote; all other
questions shall be decided by majority vote except as otherwise
provided by the Certificate of Incorporation or the laws of the
State of Delaware.

A complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, with the address of
each, and the number of shares held by each, 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
produced and kept at the time and place of the meeting during the
whole time thereof, and may be inspected by any stockholder who
is entitled to be present.

SECTION 4. QUORUM -- Except as otherwise required by law, by the
Certificate of Incorporation of the Corporation or by these By-Laws,
the presence, in person or by proxy, of stockholders
holding shares constituting a majority of the voting power of the
Corporation shall constitute a quorum at all meetings of the
stockholders.  In case a quorum shall not be present at any
meeting, a majority in interest of the stockholders entitled to
vote thereat, present in person or by proxy, shall have the power
to adjourn the meeting from time to time, without notice other
than announcement at the meeting, until the requisite amount of
stock entitled to vote shall be present.  At any such adjourned
meeting at which the requisite amount of stock entitled to vote
shall be represented, any business may be transacted that might
have been transacted at the meeting as originally noticed; but
only those stockholders entitled to vote at the meeting as origi-
nally noticed shall be entitled to vote at any adjournment or
adjournments thereof.

SECTION 5. NOTICE OF MEETINGS -- Written notice, stating the
place, date and time of the meeting, and the general nature of
the business to be considered, shall be given to  each
stockholder entitled to vote thereat, at his or her address as it
appears on the records of the Corporation, not less than ten nor
more than sixty days before the date of the meeting.  No business
other than that stated in the notice shall be transacted at any
meeting without the unanimous consent of all the stockholders
entitled to vote thereat.

SECTION 6. ACTION WITHOUT MEETING -- Unless otherwise provided by
the Certificate of Incorporation of the Corporation, any action
required or permitted to be taken at any annual or special
meeting of stockholders may be taken without a meeting, without
prior notice and without a vote, if a consent in writing, setting
forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at
a meeting at which all shares entitled to vote thereon were
present and voted.  Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in
writing.


                          ARTICLE III

                           DIRECTORS

SECTION 1. NUMBER AND TERM -- The business and affairs of the
Corporation shall be managed under the direction of a Board of
Directors which shall consist of not less than one person.  The
exact number of directors shall initially be one and may
thereafter be fixed from time to time by the Board of Directors. 
Directors shall be elected at the annual meeting of stockholders
and each director shall be elected to serve until his or her
successor shall be elected and shall qualify.  A director need
not be a stockholder.

SECTION 2. RESIGNATIONS -- Any director may resign at any time. 
Such resignation shall be made in writing, and shall take effect
at the time specified therein, and if no time be specified, at
the time of its receipt by the Chairman of the Board, the
President or the Secretary.  The acceptance of a resignation
shall not be necessary to make it effective.

SECTION 3. VACANCIES -- If the office of any director becomes
vacant, the remaining directors in the office, though less than a
quorum, by a majority vote, may appoint any qualified person to
fill such vacancy, who shall hold office for the unexpired term
and until his or her successor shall be duly chosen.  If the
office of any director becomes vacant and  there are no remaining
directors, the stockholders, by the affirmative vote of the
holders of shares constituting a majority of the voting power of
the Corporation, at a special meeting called for such purpose,
may appoint any qualified person to fill such vacancy.

SECTION 4. REMOVAL -- Except as hereinafter provided, any
director or directors may be removed either for or without cause
at any time by the affirmative vote of the holders of a majority
of the voting power entitled to vote for the election of
directors, at an annual meeting or a special meeting called for
the purpose, and the vacancy thus created may be filled, at such
meeting, by the affirmative vote of holders of shares
constituting a majority of the voting power of the Corporation.

SECTION 5. COMMITTEES -- The Board of Directors may, by
resolution or resolutions passed by a majority of the whole Board
of Directors, designate one or more committees, each committee to
consist of one or more directors of the Corporation.

Any such committee, to the extent provided in the resolution of
the Board of Directors, or in these By-Laws, 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 may authorize the seal of the Corporation to be affixed to
all papers which may require it.

SECTION 6. MEETINGS -- The newly elected directors may hold their
first meeting for the purpose of organization and the transaction
of business, if a quorum be present, immediately after the annual
meeting of the stockholders; or the time and place of such
meeting may be fixed by consent of all the Directors.

Regular meetings of the Board of Directors may be held without
notice at such places and times as shall be determined from time
to time by resolution of the Board of Directors.

Special meetings of the Board of Directors may be called by the
Chairman of the Board or the President, or by the Secretary on
the written request of any director, on at least one day's notice
to each director (except that notice to any director may be
waived in writing by such director) and shall be held at such
place or places as may be determined by the Board of Directors,
or as shall be stated in the call of the meeting.

Unless otherwise restricted by the Certificate of Incorporation
of the Corporation or these By-Laws, members of the Board of
Directors, or any committee designated by the Board of Directors,
may participate in any meeting of the Board of Directors or any
committee thereof 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 such
participation in a meeting shall constitute presence in person at
the meeting.

SECTION 7. QUORUM -- A majority of the Directors shall constitute
a quorum for the transaction of business.  If at any meeting of
the Board of Directors there shall be less than a quorum present,
a majority of those present may adjourn the meeting from time to
time until a quorum is obtained, and no further notice thereof
need be given other than by announcement at the meeting which
shall be so adjourned.  The vote of the majority of the Directors
present at a meeting at which a quorum is present shall be the
act of the Board of Directors unless the Certificate of
Incorporation of the Corporation or these By-Laws shall require
the vote of a greater number.

SECTION 8. COMPENSATION -- Directors shall not receive any stated
salary for their services as directors or as members of
committees, but by resolution of the Board of Directors a fixed
fee and expenses of attendance may be allowed for attendance at
each meeting.  Nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other
capacity as an officer, agent or otherwise, and receiving
compensation therefor.

SECTION 9. ACTION WITHOUT MEETING -- 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 a
written consent thereto is signed by all members of the Board of
Directors or of such committee, as the case may be, and such
written consent is filed with the minutes of proceedings of the
Board of Directors or such committee.


                           ARTICLE IV

                            OFFICERS

SECTION 1. OFFICERS -- The officers of the Corporation shall be a
Chairman of the Board, a President, one or more Vice Presidents,
a Treasurer and a Secretary, all of whom shall  be elected by the
Board of Directors and shall hold office until their successors
are duly elected and qualified.  In addition, the Board of
Directors may elect such Assistant Secretaries and Assistant
Treasurers as they may deem proper.  The Board of Directors may
appoint such other officers and agents as it may deem advisable,
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.

SECTION 2. CHAIRMAN OF THE BOARD -- The Chairman of the Board
shall be the Chief Executive Officer of the Corporation.  He or
she shall preside at all meetings of the Board of Directors and
shall have and perform such other duties as may be assigned to
him or her by the Board of Directors.  The Chairman of the Board
shall have the power to execute bonds, mortgages and other
contracts on behalf of the Corporation, and to cause the seal of
the Corporation to be affixed to any instrument requiring it, and
when so affixed the seal shall be attested to by the signature of
the Secretary or the Treasurer or an Assistant Secretary or an
Assistant Treasurer.

SECTION 3. PRESIDENT -- The President shall be the Chief
Operating Officer of the Corporation.  He or she shall have the
general powers and duties of supervision and management usually
vested in the office of President of a corporation.  The Presi-
dent shall have the power to execute bonds, mortgages and other
contracts on behalf of the Corporation, and to cause the seal to
be affixed to any instrument requiring it, and when so affixed
the seal shall be attested to by the signature of the Secretary
or the Treasurer or an Assistant Secretary or an Assistant
Treasurer.

SECTION 4. VICE PRESIDENTS -- Each Vice President shall have such
powers and shall perform such duties as shall be assigned to him
or her by the Board of Directors.

SECTION 5. TREASURER -- The Treasurer shall be the Chief
Financial Officer of the Corporation.  He or she shall have the
custody of the Corporate funds and securities and shall keep full
and accurate account of receipts and disbursements in books
belonging to the Corporation.  He or she shall deposit all moneys
and other valuables in the name and to the credit of the
Corporation in such depositaries as may be designated by the
Board of Directors.  He or she shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, the
Chairman of the Board, or the President, taking proper vouchers
for such disbursements.  He or she shall render to the Chairman
of the Board, the President and Board of Directors at the regular
meetings of the Board of Directors, or  whenever they may request
it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation.  If required by the
Board of Directors, he or she shall give the Corporation a bond
for the faithful discharge of his or her duties in such amount
and with such surety as the Board of Directors shall prescribe.

SECTION 6. SECRETARY -- The Secretary shall give, or cause to be
given, notice of all meetings of stockholders and of the Board of
Directors and all other notices required by law or by these By-Laws,
and in case of his or her absence or refusal or neglect so
to do, any such notice may be given by any person thereunto di-
rected by the Chairman of the Board or the President, or by the
Board of Directors, upon whose request the meeting is called as
provided in these By-Laws.  He or she shall record all the
proceedings of the meetings of the Board of Directors, any
committees thereof and the stockholders of the Corporation in a
book to be kept for that purpose, and shall perform such other
duties as may be assigned to him or her by the Board of
Directors, the Chairman of the Board or the President.  He or she
shall have the custody of the seal of the Corporation and shall
affix the same to all instruments requiring it, when authorized
by the Board of Directors, the Chairman of the Board or the
President, and attest to the same.

SECTION 7. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES
--Assistant Treasurers and Assistant Secretaries, if any, shall
be elected and shall have such powers and shall perform such
duties as shall be assigned to them, respectively, by the Board
of Directors.


                             ARTICLE V

                           MISCELLANEOUS

SECTION 1. CERTIFICATES OF STOCK -- A certificate of stock shall
be issued to each stockholder certifying the number of shares
owned by such stockholder in the Corporation.  Certificates of
stock of the Corporation shall be of such form and device as the
Board of Directors may from time to time determine.

SECTION 2. LOST CERTIFICATES -- A new certificate of stock may be
issued in the place of any certificate theretofore issued by the
Corporation, alleged to have been lost or destroyed, and the
Board of Directors may, in its discretion, require the owner of
the lost or destroyed certificate, or such owner's legal
representatives, to give the Corporation a bond, in such sum as
they may direct, not exceeding double the value  of the stock, to
indemnify the Corporation against any claim that may be made
against it on account of the alleged loss of any such
certificate, or the issuance of any such new certificate.

SECTION 3. TRANSFER OF SHARES -- The shares of stock of the
Corporation shall be transferable only upon its books by the
holders thereof in person or by their duly authorized attorneys
or legal representatives, and upon such transfer the old
certificates shall be surrendered to the Corporation by the
delivery thereof to the person in charge of the stock and
transfer books and ledgers, or to such other person as the Board
of Directors may designate, by whom they shall be cancelled, and
new certificates shall thereupon be issued.  A record shall be
made of each transfer and whenever a transfer shall be made for
collateral security, and not absolutely, it shall be so expressed
in the entry of the transfer.

SECTION 4. STOCKHOLDERS 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 to express consent to corporate action in writing
without a meeting, 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 a record date, which record date
shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors and which record
date:  (1) in the case of determination of stockholders entitled
to vote at any meeting of stockholders or adjournment thereof,
shall, unless otherwise required by law, not be more than sixty
nor less than ten days before the date of such meeting; (2) in
the case of determination of stockholders entitled to express
consent to corporate action in writing without a meeting, shall
not be more than ten days from the date upon which the resolution
fixing the record date is adopted by the Board of Directors; and
(3) in the case of any other action, shall not be more than sixty
days prior to such other action.  If no record date is fixed: 
(1) the record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which
notice is given, or, if notice is waived, at the close of
business on the day next preceding the day on which the meeting
is held; (2) the record date for determining stockholders
entitled to express consent to corporate action in writing
without a meeting when no prior action of the Board of Directors
is required by law, shall be the first day on which a signed
written consent  setting forth the action taken or proposed to be
taken is delivered to the Corporation in accordance with
applicable law, or, if prior action by the Board of Directors is
required by law, shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such
prior action; and (3) the record date for determining
stockholders for any other purpose shall be at the close of
business on the day on which the Board of Directors adopts the
resolution relating thereto.  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. DIVIDENDS -- Subject to the provisions of the
Certificate of Incorporation of the Corporation, the Board of
Directors may, out of funds legally available therefor at any
regular or special meeting, declare dividends upon stock of the
Corporation as and when they deem appropriate.  Before declaring
any dividend there may be set apart out of any funds of the
Corporation available for dividends, such sum or sums as the
Board of Directors from time to time in their discretion deem
proper for working capital or as a reserve fund to meet
contingencies or for equalizing dividends or for such other
purposes as the Board of Directors shall deem conducive to the
interests of the Corporation.

SECTION 6. SEAL -- The corporate seal of the Corporation shall be
in such form as shall be determined by resolution of the Board of
Directors.  Said seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise
imprinted upon the subject document or paper.

SECTION 7. FISCAL YEAR -- The fiscal year of the Corporation
shall be determined by resolution of the Board of Directors.

SECTION 8. CHECKS -- All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued
in the name of the Corporation shall be signed by such officer or
officers, or agent or agents, of the Corporation, and in such
manner as shall be determined from time to time by resolution of
the Board of Directors.

SECTION 9. NOTICE AND WAIVER OF NOTICE -- Whenever any notice is
required to be given under these By-Laws, personal notice is not
required unless expressly so stated, and any notice so required
shall be deemed to be sufficient if given by depositing the same
in the United States mail, postage  prepaid, addressed to the
person entitled thereto at his or her address as it appears on
the records of the Corporation, and such notice shall be deemed
to have been given on the day of such mailing.  Stockholders not
entitled to vote shall not be entitled to receive notice of any
meetings except as otherwise provided by law.  Whenever any
notice is required to be given under the provisions of any law,
or under the provisions of the Certificate of Incorporation of
the Corporation or of these By-Laws, a waiver thereof, in writing
and signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed
equivalent to such required notice.


                              ARTICLE VI

                              AMENDMENTS

These By-Laws may be altered, amended or repealed at any annual
meeting of the stockholders (or at any special meeting thereof if
notice of such proposed alteration, amendment or repeal to be
considered is contained in the notice of such special meeting) by
the affirmative vote of the holders of shares constituting a
majority of the voting power of the Corporation.  Except as
otherwise provided in the Certificate of Incorporation of the
Corporation, the Board of Directors may by majority vote of those
present at any meeting at which a quorum is present alter, amend
or repeal these By-Laws, or enact such other By-Laws as in their
judgment may be advisable for the regulation and conduct of the
affairs of the Corporation.