LAST REVISED ON JUNE 4, 1998

                                  EXHIBIT 3(B)
                                  ------------

                                     BYLAWS
                                       OF
                              THE DIAL CORPORATION


              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE


                                    ARTICLE I

                               OFFICES AND RECORDS

     SECTION  1.1.     DELAWARE OFFICE.  The principal office of the Corporation
in  the  State of Delaware shall be located in the City of Wilmington, County of
New  Castle, and the name and address of its registered agent is The Corporation
Trust  Company,  1209  Orange  Street,  Wilmington,  Delaware.

     SECTION  1.2.          OTHER  OFFICES.  The Corporation may have such other
offices,  either  within  or  without  the  State  of  Delaware, as the Board of
Directors  may  designate or as the business of the Corporation may from time to
time  require.

     SECTION  1.3.          BOOKS  AND  RECORDS.    The books and records of the
Corporation may be kept at the Corporation's headquarters in Phoenix, Arizona or
at  such  other locations outside the State of Delaware as may from time to time
be  designated  by  the  Board  of  Directors.

                                   ARTICLE II

                                  STOCKHOLDERS

     SECTION 2.1.     ANNUAL MEETING.  Commencing in 1997, the annual meeting of
the stockholders of the Corporation shall be held on the first Tuesday in May of
each  year,  if  not  a  legal holiday, and if a legal holiday, then on the next
succeeding  business  day, at 10:00 a.m., local time, at the principal executive
offices  of  the Corporation, or at such other date, place and/or time as may be
fixed  by  resolution  of  the  Board  of  Directors.

     SECTION  2.2.     SPECIAL MEETING.  Subject to the rights of the holders of
any series of preferred stock, par value $.01 per share, of the Corporation (the
"Preferred  Stock")  or  any  other series or class of stock as set forth in the
Certificate of Incorporation, special meetings of the stockholders may be called
only  by  the  Chairman  of the Board or by the Board of Directors pursuant to a
resolution  adopted  by a majority of the total number of directors specified in
the resolution pursuant to Section 3.2 which the Corporation would have if there
were  no  vacancies  (the  "Whole  Board").

     SECTION  2.3.       PLACE OF MEETING.  The Board of Directors may designate
the  place of meeting for any meeting of the stockholders.  If no designation is
made  by  the  Board  of  Directors, the place of meeting shall be the principal
office  of  the  Corporation.

     SECTION 2.4.     NOTICE OF MEETING.  Written or printed notice, stating the
place,  day  and  hour  of the meeting and the purpose or purposes for which the
meeting  is  called, shall be prepared and delivered by the Corporation not less
than  ten  days  nor more than sixty days before the date of the meeting, either
personally,  or  by mail, to each stockholder of record entitled to vote at such
meeting.   If mailed, such notice shall be deemed to be delivered when deposited
in  the  United  States  mail  with  postage  thereon  prepaid, addressed to the
stockholder  at  his  address  as  it appears on the stock transfer books of the
Corporation.    Such  further  notice  shall be given as may be required by law.
Only  such  business  shall be conducted at a special meeting of stockholders as
shall  have been brought before the meeting pursuant to the Corporation's notice
of meeting.  Meetings may be held without notice if all stockholders entitled to
vote  are  present (except as otherwise provided by law), or if notice is waived
by  those  not  present  in  accordance  with  Section 6.4 of these Bylaws.  Any
previously  scheduled  meeting of the stockholders may be postponed, and (unless
the  Certificate of Incorporation otherwise provides) any special meeting of the
stockholders  may  be  canceled,  by  resolution  of the Board of Directors upon
public  notice  given prior to the time previously scheduled for such meeting of
stockholders.

     SECTION  2.5.      QUORUM AND ADJOURNMENT.  Except as otherwise provided by
law  or  by  the  Certificate of Incorporation, the holders of a majority of the
voting  power  of  the  outstanding  shares  of the Corporation entitled to vote
generally  in  the  election  of  directors (the "Voting Stock"), represented in
person  or  by  proxy  shall  constitute  a quorum at a meeting of stockholders,
except  that  when  specified  business  is  to be voted on by a class or series
voting  as  a class, the holders of a majority of the voting power of the shares
of  such  class  or series shall constitute a quorum for the transaction of such
business.    The  chairman  of the meeting or a majority of the shares of Voting
Stock  so  represented may adjourn the meeting from time to time, whether or not
there  is such a quorum (or, in the case of specified business to be voted on by
a  class  or  series,  the chairman or a majority of the shares of such class or
series  so  represented  may  adjourn the meeting with respect to such specified
business).   No notice of the time and place of adjourned meetings need be given
except as required by law.  The stockholders present at a duly organized meeting
may  continue  to  transact  business  until  adjournment,  notwithstanding  the
withdrawal  of  enough  stockholders  to  leave  less  than  a  quorum.

     SECTION  2.6.      PROXIES.  At all meetings of stockholders, a stockholder
may  vote by proxy executed in writing by the stockholder or as may be permitted
by  law,  or  by his duly authorized attorney-in-fact.  Such proxy must be filed
with  the  Secretary  of  the Corporation or his representative at or before the
time  of  the  meeting.


<PAGE>
     SECTION  2.7.          NOTICE  OF  STOCKHOLDER  BUSINESS  AND  NOMINATIONS.

     (A)       Annual Meetings of Stockholders.  (1)  Nominations of persons for
election  to  the  Board  of  Directors  of  the Corporation and the proposal of
business  to  be considered by the stockholders may be made at an annual meeting
of  stockholders  (a)  pursuant to the Corporation's notice of meeting delivered
pursuant  to  Section  2.4  of  these  Bylaws, (b) by or at the direction of the
Chairman  or the Board of Directors or (c) by any stockholder of the Corporation
who  is entitled to vote at the meeting, who complied with the notice procedures
set forth in clauses (2) and (3) of this paragraph (A) of this Bylaw and who was
a stockholder of record at the time such notice is delivered to the Secretary of
the  Corporation.

     (2)    For  nominations  or other business to be properly brought before an
annual  meeting  by a stockholder pursuant to clause (c) of paragraph (A) (1) of
this  Bylaw, the stockholder must have given timely notice thereof in writing to
the  Secretary  of  the  Corporation and such other business must otherwise be a
proper  matter  for  stockholder  action.   To be timely, a stockholder's notice
shall  be  delivered  to the Secretary at the principal executive offices of the
Corporation  not  less  than seventy days nor more than ninety days prior to the
first  anniversary  of  the  preceding year's annual meeting; provided, however,
that with respect to the annual meeting to be held in 1997, the anniversary date
shall be deemed to be May 7, 1997; and provided, further, that in the event that
the  date of the annual meeting is advanced by more than twenty days, or delayed
by more than seventy days, from such anniversary date, notice by the stockholder
to  be  timely  must be so delivered not earlier than the ninetieth day prior to
such annual meeting and not later than the close of business on the later of the
seventieth  day  prior to such annual meeting or the tenth day following the day
on  which  public announcement of the date of such meeting is first made.  In no
event  shall  the  public  announcement  of  an adjournment of an annual meeting
commence a new time period for the giving of a stockholder's notice as described
in  this  Section  2.7(A).   Such stockholder's notice shall set forth (a) as to
each person whom the stockholder proposes to nominate for election or reelection
as  a  director  all  information relating to such person that is required to be
disclosed  in  solicitations of proxies for election of directors in an election
contest, or is otherwise required, in each case pursuant to Regulation 14A under
the  Securities  Exchange  Act of 1934, as amended (the "Exchange Act") and Rule
14a-11 thereunder, including such person's written consent to being named in the
proxy  statement as a nominee and to serving as a director if elected; (b) as to
any  other business that the stockholder proposes to bring before the meeting, a
brief  description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest in
such  business  of  such  stockholder and the beneficial owner, if any, on whose
behalf the proposal is made; and (c) as to the stockholder giving the notice and
the beneficial owner, if any, on whose behalf the nomination or proposal is made
(i)  the  name  and  address  of  such  stockholder,  as  they  appear  on  the
Corporation's  books, and of such beneficial owner and (ii) the class and number
of  shares of the Corporation which are owned beneficially and of record by such
stockholder  and  such  beneficial  owner.

     (3)   Notwithstanding anything in the second sentence of paragraph (A)  (2)
of  this  Bylaw to the contrary, in the event that the number of directors to be
elected  to  the Board of Directors of the Corporation is increased and there is
no public announcement naming all of the nominees for director or specifying the
size of the increased Board of Directors made by the Corporation at least eighty
days  prior  to  the first anniversary of the preceding year's annual meeting, a
stockholder's notice required by this Bylaw shall also be considered timely, but
only with respect to nominees for any new positions created by such increase, if
it shall be delivered to the Secretary at the principal executive offices of the
Corporation  not later than the close of business on the tenth day following the
day  on  which  such  public  announcement  is  first  made  by the Corporation.

     (B)          Special Meetings of Stockholders.  Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the  meeting pursuant to the Corporation's notice of meeting pursuant to Section
2.4  of  these  Bylaws.    Nominations  of  persons for election to the Board of
Directors  may  be  made at a special meeting of stockholders at which directors
are  to  be elected pursuant to the Corporation's notice of meeting (a) by or at
the  direction  of  the  Board  of  Directors  or  (b) by any stockholder of the
Corporation who is entitled to vote at the meeting, who complies with the notice
procedures  set  forth  in  this Bylaw and who is a stockholder of record at the
time such notice is delivered to the Secretary of the Corporation.  In the event
the  Corporation  calls  a  special  meeting  of stockholders for the purpose of
electing  one  or more directors to the Board of Directors, any such stockholder
may  nominate  such  number  of  persons for election to such position(s) as are
specified in the Corporation's Notice of Meeting, if the stockholder's notice as
required  by paragraph (A) (2) of this Bylaw shall be delivered to the Secretary
at  the  principal  executive  offices  of  the Corporation not earlier than the
ninetieth  day  prior  to  such  special meeting and not later than the close of
business on the later of the seventieth day prior to such special meeting or the
tenth  day  following  the day on which public announcement is first made of the
date  of  the  special  meeting  and  of  the  nominees proposed by the Board of
Directors  to  be  elected  at  such  meeting.    In  no  event shall the public
announcement  of  an adjournment of a special meeting commence a new time period
for  the  giving  of  a  stockholder's  notice  as  described  above.

     (C)        General.  (1)  Only persons who are nominated in accordance with
the  procedures  set forth in this Bylaw shall be eligible to serve as directors
and  only such business shall be conducted at a meeting of stockholders as shall
have been brought before the meeting in accordance with the procedures set forth
in  this  Bylaw.    Except  as  otherwise  provided  by  law, the Certificate of
Incorporation  or these Bylaws, the chairman of the meeting shall have the power
and  duty  to  determine  whether  a  nomination  or any business proposed to be
brought  before the meeting was made in accordance with the procedures set forth
in  this  Bylaw and, if any proposed nomination or business is not in compliance
with  this Bylaw, to declare that such defective proposal or nomination shall be
disregarded.

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

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

     SECTION  2.8.          PROCEDURE  FOR  ELECTION  OF DIRECTORS.  Election of
directors  at  all  meetings  of  the  stockholders at which directors are to be
elected  shall  be  by written ballot, and, except as otherwise set forth in the
Certificate  of  Incorporation  with  respect to the right of the holders of any
series  of  Preferred  Stock  or  any  other  series  or class of stock to elect
additional  directors  under  specified  circumstances, a plurality of the votes
cast  thereat  shall  elect directors.  Except as otherwise provided by law, the
Certificate  of  Incorporation  or  these  Bylaws,  all  matters  other than the
election  of  directors  submitted  to  the stockholders at any meeting shall be
decided by the affirmative vote of a majority of the shares present in person or
represented  by  proxy  at  the  meeting  and  entitled  to  vote  thereon.

     SECTION  2.9.       INSPECTORS OF ELECTIONS; OPENING AND CLOSING THE POLLS.

     (A)          The Board of Directors by resolution shall appoint one or more
inspectors,  which inspector or inspectors may include individuals who serve the
Corporation  in  other  capacities,  including, without limitation, as officers,
employees,  agents  or representatives of the Corporation, to act at the meeting
and  make  a  written  report thereof.  One or more persons may be designated as
alternate inspectors to replace any inspector who fails to act.  If no inspector
or  alternate  has been appointed to act, or if all inspectors or alternates who
have  been  appointed  are  unable  to  act,  at  a meeting of stockholders, the
chairman  of  the  meeting  shall  appoint  one or more inspectors to act at the
meeting.    Each inspector, before discharging his or her duties, shall take and
sign  an  oath  faithfully  to  execute  the  duties  of  inspector  with strict
impartiality  and  according  to the best of his or her ability.  The inspectors
shall  have the duties prescribed by the General Corporation Law of the State of
Delaware.

     (B)       The chairman of the meeting shall fix and announce at the meeting
the  date  and  time of the opening and the closing of the polls for each matter
upon  which  the  stockholders  will  vote  at  a  meeting.

     SECTION 2.10.     NO STOCKHOLDER ACTION BY WRITTEN CONSENT.  Subject to the
rights  of  the  holders of any series of Preferred Stock or any other series or
class  of  stock  as  set  forth in the Certificate of Incorporation, any action
required or permitted to be taken by the stockholders of the Corporation must be
effected  at an annual or special meeting of stockholders of the Corporation and
may  not  be  affected  by  any  consent  in  writing  by  such  stockholders.

                                   ARTICLE III

                               BOARD OF DIRECTORS

     SECTION  3.1.          GENERAL  POWERS.    The  business and affairs of the
Corporation  shall  be  managed  by  or  under  the  direction  of  its Board of
Directors.   In addition to the powers and authorities by these Bylaws expressly
conferred  upon them, the Board of Directors may exercise all such powers of the
Corporation  and  do all such lawful acts and things as are not by law or by the
Certificate of Incorporation or by these Bylaws required to be exercised or done
by  the  stockholders.

     SECTION  3.2.     NUMBER, TENURE AND QUALIFICATIONS.  Subject to the rights
of the holders of any series of Preferred Stock, or any other series or class of
stock as set forth in the Certificate of Incorporation, to elect directors under
specified  circumstances,  the  number  of directors shall be fixed from time to
time  exclusively  pursuant  to  a resolution adopted by a majority of the Whole
Board,  but shall consist of not more than eleven nor less than three directors.
The  directors, other than those who may be elected by the holders of any series
of  Preferred  Stock,  or any other series or class of stock as set forth in the
Certificate  of  Incorporation,  shall  be divided, with respect to the time for
which  they severally hold office, into three classes, as nearly equal in number
as  possible,  with  the term of office of the first class to expire at the 1997
annual meeting of stockholders, the term of office of the second class to expire
at  the  1998 annual meeting of stockholders and the term of office of the third
class to expire at the 1999 annual meeting of stockholders.  Each director shall
hold  office  until  his  or  her  successor  shall  have  been duly elected and
qualified.    At  each  annual meeting of stockholders, commencing with the 1997
annual  meeting,  (i)  directors  elected to succeed those directors whose terms
then  expire  shall  be  elected  for  a  term  of office to expire at the third
succeeding  annual  meeting  of  stockholders  after  their  election, with each
director  to hold office until his or her successor shall have been duly elected
and  qualified,  and  (ii)  only  if  authorized by a resolution of the Board of
Directors,  directors  may  be  elected  to  fill  any  vacancy  on the Board of
Directors,  regardless  of  how  such  vacancy  shall  have  been  created.

     Notwithstanding  the  foregoing,  no outside director shall be nominated by
the  Board  of  Directors  for election as a director for another term of office
unless  such  term  of office shall begin before he attains age 70 and no inside
director's  term  of  office shall continue after he attains age 65 or after the
termination of his services as an officer or employee of the Corporation, unless
such continuance is approved by a majority of the outside directors on the Board
of Directors at the time the disqualifying event occurs and each time thereafter
that  such  inside  director  is  nominated  for  reelection.  The term "outside
director" means any person who has never served as an officer or employee of the
Corporation  or  an  affiliate and the term "inside director" means any director
who  is  not an "outside director."  Any person who is ineligible for reelection
as  a  director  under  this  paragraph  may, by a majority vote of the Board of
Directors,  be designated as a "Director Emeritus" and as such shall be entitled
to  receive  notice  of,  and to attend meetings of, the Board of Directors, but
shall  not  vote  at  such  meetings.

     SECTION  3.3.          REGULAR MEETINGS.  A regular meeting of the Board of
Directors  shall be held without other notice than this Bylaw immediately after,
and  at  the  same  place as, each annual meeting of stockholders.  The Board of
Directors  may,  by  resolution,  provide  the time and place for the holding of
additional  regular  meetings  without  other  notice  than  such  resolution.

     SECTION  3.4.          SPECIAL  MEETINGS.  Special meetings of the Board of
Directors  shall  be  called  at  the  request of the Chairman of the Board, the
President  or  a  majority  of  the  Board  of Directors.  The person or persons
authorized  to call special meetings of the Board of Directors may fix the place
and  time  of  the  meetings.

     SECTION  3.5.      NOTICE.  Notice of any special meeting shall be given to
each  director  at  his  business  or  residence in writing or by telegram or by
telephone  communication.    If  mailed,  such notice shall be deemed adequately
delivered  when  deposited in the United States mails so addressed, with postage
thereon  prepaid,  at least five days before such meeting.  If by telegram, such
notice  shall  be  deemed adequately delivered when the telegram is delivered to
the  telegraph  company  at  least twenty-four hours before such meeting.  If by
facsimile  transmission,  such  notice shall be transmitted at least twenty-four
hours  before such meeting.  If by telephone, the notice shall be given at least
twelve  hours prior to the time set for the meeting.  Neither the business to be
transacted  at,  nor the purpose of, any regular or special meeting of the Board
of  Directors  need  be  specified  in  the  notice  of such meeting, except for
amendments to these Bylaws as provided under Section 8.1 of Article VIII hereof.
A  meeting  may  be  held  at  any  time without notice if all the directors are
present  (except  as  otherwise  provided  by law) or if those not present waive
notice  of  the  meeting in accordance with Section 6.4 hereof, either before or
after  such  meeting.

     SECTION  3.6.       CONFERENCE TELEPHONE MEETINGS.  Members of the Board of
Directors,  or  any committee thereof, may participate in a meeting of the Board
of  Directors  or  such  committee  by  means of 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  such  meeting.

     SECTION  3.7.      QUORUM.  A whole number of directors equal to at least a
majority  of  the  Whole  Board shall constitute a quorum for the transaction of
business,  but  if  at any meeting of the Board of Directors there shall be less
than  a  quorum  present,  a  majority  of the directors present may adjourn the
meeting  from  time to time without further notice.   The act 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.    If  permitted by applicable law, the directors
present  at  a  duly  organized  meeting may continue to transact business until
adjournment,  notwithstanding  the  withdrawal of enough directors to leave less
than  a  quorum.

     SECTION  3.8.       VACANCIES.  Subject to the rights of the holders of any
series of Preferred Stock, or any other series or class of stock as set forth in
the  Certificate of Incorporation, to elect additional directors under specified
circumstances, and unless the Board of Directors otherwise determines, vacancies
resulting  from  death,  resignation, retirement, disqualification, removal from
office  or  other  cause,  and  newly  created  directorships resulting from any
increase  in  the  authorized  number  of  directors,  may be filled only by the
affirmative  vote  of  a majority of the remaining directors, though less than a
quorum  of  the Board of Directors and not by stockholders.  Directors so chosen
shall  hold  office for a term expiring at the annual meeting of stockholders at
which  the  term  of office of the class to which they have been elected expires
and  until such director's successor shall have been duly elected and qualified.
No  decrease  in the number of authorized directors constituting the Whole Board
shall  shorten  the  term  of  any  incumbent  director.

     SECTION  3.9.       EXECUTIVE AND OTHER COMMITTEES.  The Board of Directors
may  designate  an  Executive  Committee  to  exercise,  subject  to  applicable
provisions of law, all the powers of the Board in the management of the business
and  affairs  of the Corporation when the Board is not in session, including the
power  to adopt a certificate of ownership and merger pursuant to Section 253 of
the  General  Corporation  Law  of  the  State  of  Delaware, provided that, the
Executive  Committee  shall  not  have  the  power  to  declare  dividends or to
authorize  the  issuance  of  the  Corporation's  capital  stock.   The Board of
Directors may also, by resolution similarly adopted, designate one or more other
committees.      The  Executive  Committee  and  each such other committee shall
consist  of  two  or more directors of the Corporation.  The Board may designate
one or more directors as alternate members of any committee, who may replace any
absent  or  disqualified  member  at  any  meeting  of  the committee.  Any such
committee, other than the Executive Committee (the powers of which are expressly
provided  for  herein),  may to the extent permitted by law exercise such powers
and  shall  have  such responsibilities as shall be specified in the designating
resolution.   In the absence or disqualification of any member of such committee
or  committees,  the  member  or  members thereof present at any meeting and not
disqualified  from voting, whether or not constituting a quorum, may unanimously
appoint  another  member  of the Board to act at the meeting in the place of any
such  absent  or disqualified member.  Each committee shall keep written minutes
of its proceedings and shall report such proceedings to the Board when required.

     A  majority  of any committee may determine its action and fix the time and
place of its meetings, unless the Board shall otherwise provide.  Notice of such
meetings  shall  be given to each member of the committee in the manner provided
for  in  Section 3.5 of these Bylaws.  The Board shall have power at any time to
fill  vacancies  in,  to  change  the  membership  of,  or  to dissolve any such
committee.   Nothing herein shall be deemed to prevent the Board from appointing
one  or  more  committees  consisting in whole or in part of persons who are not
directors  of  the  Corporation;  provided however, that no such committee shall
have  or  may  exercise  any  authority  of  the  Board.

     SECTION  3.10.        REMOVAL.  Subject to the rights of the holders of any
series of Preferred Stock, or any other series or class of stock as set forth in
the  Certificate of Incorporation, to elect additional directors under specified
circumstances,  any  director,  or the entire Board of Directors, may be removed
from  office at any time, but only for cause and only by the affirmative vote of
the  holders  of at least 80 percent of the voting power of the then outstanding
Voting  Stock,  voting  together  as  a  single  class.

                                   ARTICLE IV

                                    OFFICERS

     SECTION 4.1.     ELECTED OFFICERS.  The elected officers of the Corporation
shall  be  a  Chairman  of the Board, a President, a Secretary, a Treasurer, and
such  other  officers (including, without limitation, a Chief Financial Officer)
as  the  Board  of Directors from time to time may deem proper.  The Chairman of
the  Board shall be chosen from the directors.  All officers chosen by the Board
of  Directors  shall  each  have  such powers and duties as generally pertain to
their respective offices, subject to the specific provisions of this Article IV.
Such  officers  shall  also  have  powers and duties as from time to time may be
conferred  by  the  Board  of  Directors  or  by  any  committee  thereof.

     SECTION  4.2.     ELECTION AND TERM OF OFFICE.  The elected officers of the
Corporation  shall  be elected annually by the Board of Directors at the regular
meeting  of  the  Board  of  Directors  held  after  each  annual meeting of the
stockholders.    If  the election of officers shall not be held at such meeting,
such  election  shall  be  held  as  soon  thereafter as convenient.  Subject to
Section  4.7 of these Bylaws, each officer shall hold office until his successor
shall  have  been  duly  elected  and shall have qualified or until his death or
until  he  shall  resign.

     SECTION  4.3.       CHAIRMAN OF THE BOARD.  The Chairman of the Board shall
preside  at all meetings of the stockholders and of the Board of Directors.  The
Chairman  of  the  Board  shall be responsible for the general management of the
affairs of the Corporation and shall perform all duties incidental to his office
which  may be required by law and all such other duties as are properly required
of  him  by  the  Board  of Directors.  Except where by law the signature of the
President is required, the Chairman of the Board shall possess the same power as
the  President to sign all certificates, contracts, and other instruments of the
Corporation  which  may  be authorized by the Board of Directors.  He shall make
reports  to  the  Board of Directors and the stockholders, and shall perform all
such other duties as are properly required of him by the Board of Directors.  He
shall  see  that all orders and resolutions of the Board of Directors and of any
committee  thereof  are  carried  into  effect.

     SECTION 4.4.     PRESIDENT.  The President shall act in a general executive
capacity  and  shall  assist the Chairman of the Board in the administration and
operation  of the Corporation's business and general supervision of its policies
and affairs.  The President shall, in the absence of or because of the inability
to  act  of the Chairman of the Board, perform all duties of the Chairman of the
Board and preside at all meetings of stockholders and of the Board of Directors.
The  President may sign, alone or with the Secretary, or an Assistant Secretary,
or  any  other  proper  officer  of  the  Corporation authorized by the Board of
Directors,  certificates, contracts, and other instruments of the Corporation as
authorized  by  the  Board  of  Directors.

     SECTION  4.5.          SECRETARY.  The Secretary shall give, or cause to be
given,  notice  of  all  meetings  of  stockholders  and Directors and all other
notices  required  by  law  or  by  these  Bylaws, and in case of his absence or
refusal  or  neglect  so  to  do,  any  such  notice  may be given by any person
thereunto  directed  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  Bylaws.  He 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 by the Board of Directors, the Chairman of the Board or the
President.    He  shall  have the custody of the seal of the Corporation and may
affix  the  same  to  all  instruments  requiring  it  and  attest  to the same.

     SECTION  4.6.       TREASURER.  The Treasurer 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.  The Treasurer
shall  deposit  all  moneys and other valuables in the name and to the credit of
the  Corporation  in  such  depositories  as  may  be designated by the Board of
Directors.   The Treasurer 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.  The Treasurer shall render to
the  Chairman  of  the Board, the President and the Board of Directors, whenever
requested,  an account of all his transactions as Treasurer and of the financial
condition  of  the  Corporation.    If  required  by the Board of Directors, the
Treasurer  shall  give  the Corporation a bond for the faithful discharge of his
duties  in  such  amount  and  with  such surety as the Board of Directors shall
prescribe.

     SECTION  4.7.       REMOVAL.  Any officer elected by the Board of Directors
may  be  removed  by  a  majority of the members of the Whole Board whenever, in
their  judgment,  the best interests of the Corporation would be served thereby.
No elected officer shall have any contractual rights against the Corporation for
compensation  by  virtue of such election beyond the date of the election of his
successor,  his  death,  his  resignation  or his removal, whichever event shall
first  occur,  except  as  otherwise  provided  in  an employment contract or an
employee  plan.

     SECTION  4.8.       VACANCIES.  A newly created office and a vacancy in any
office  because  of death, resignation, or removal may be filled by the Board of
Directors  for  the unexpired portion of the term at any meeting of the Board of
Directors.


<PAGE>
                                    ARTICLE V

                        STOCK CERTIFICATES AND TRANSFERS

     SECTION  5.1.          STOCK  CERTIFICATES  AND  TRANSFERS.

     (A)          The  interest  of each stockholder of the Corporation shall be
evidenced  by  certificates  for shares of stock in such form as the appropriate
officers  of the Corporation may from time to time prescribe, provided, that the
Board  of Directors may provide by resolution or resolutions that some or all of
any  or  all  classes  or  series  of  the  stock  of  the  Corporation shall be
uncertificated shares.  Notwithstanding the adoption of such a resolution by the
Board  of  Directors, every holder of stock represented by certificates and upon
request  every  holder  of  uncertificated  shares  shall  be entitled to have a
certificate  signed  by,  or  in  the name of the Corporation by the Chairman or
Vice-Chairman of the Board of Directors, or the President or Vice President, and
by  the  Treasurer  or  an Assistant Treasurer, or the Secretary or an Assistant
Secretary  of  the  Corporation  representing the number of shares registered in
certificate form.  Except as otherwise expressly provided by law, the rights and
obligations  of  the  holders  of  uncertificated  stock  and  the  rights  and
obligations  of the holders of certificates representing stock of the same class
and  series  shall  be  identical.

     (B)          The  certificates  of stock shall be signed, countersigned and
registered in such manner as the Board of Directors may by resolution prescribe,
which resolution may permit all or any of the signatures on such certificates to
be  in  facsimile.    In  case  any officer, transfer agent or registrar who has
signed  or  whose  facsimile  signature  has  been placed upon a certificate has
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 he
were  such  officer,  transfer  agent  or  registrar  at  the  date  of  issue.

     (C)          The  shares  of  the  stock  of the Corporation represented by
certificates  shall be transferred on the books of the Corporation by the holder
thereof  in  person  or  by  his  attorney,  upon  surrender for cancellation of
certificates  for  the  same  number  of shares, with an assignment and power of
transfer endorsed thereon or attached thereto, duly executed, with such proof of
the  authenticity  of  the  signature  as  the  Corporation  or  its  agents may
reasonably  require.    Upon  receipt  of  proper transfer instructions from the
registered  owner  of  uncertificated shares such uncertificated shares shall be
canceled  and  issuance  of new equivalent uncertificated shares or certificated
shares shall be made to the person entitled thereto and the transaction shall be
recorded  upon the books of the Corporation.  Within a reasonable time after the
issuance  or transfer of uncertificated stock, the Corporation shall send to the
registered owner thereof a written notice containing the information required to
be  set  forth  or  stated  on  certificates  pursuant  to  the Delaware General
Corporation  Law  or,  unless  otherwise  provided  by  the  Delaware  General
Corporation Law, a statement that the Corporation will furnish without charge to
each  stockholder  who  so  requests  the  powers, designations, preferences and
relative  participating, optional or other special rights of each class of stock
or  series  thereof  and the qualifications, limitations or restrictions of such
preferences  and/or  rights.

     SECTION  5.2.       LOST, STOLEN OR DESTROYED CERTIFICATES.  No certificate
for  shares or uncertificated shares of stock in the Corporation shall be issued
in  place  of  any  certificate  alleged to have been lost, destroyed or stolen,
except  on production of such evidence of such loss, destruction or theft and on
delivery  to  the  Corporation  of a bond of indemnity in such amount, upon such
terms  and  secured  by  such surety, as the Board of Directors or any financial
officer  may  in  its  or  his  discretion  require.

                                   ARTICLE VI

                            MISCELLANEOUS PROVISIONS

     SECTION 6.1.     FISCAL YEAR.  The fiscal year of the Corporation shall end
on  December  31  of  each  year.

     SECTION  6.2.      DIVIDENDS.  The Board of Directors may from time to time
declare, and the Corporation may pay, dividends on its outstanding shares in the
manner  and upon the terms and conditions provided by law and its Certificate of
Incorporation.

     SECTION  6.3.       SEAL.  The corporate seal shall be in circular form and
shall  have  inscribed  thereon  the  name  of  the  Corporation  and  the words
"Corporate  Seal  --  Delaware  1996."

     SECTION  6.4.      WAIVER OF NOTICE.  Whenever any notice is required to be
given  to any stockholder or director of the Corporation under the provisions of
the  General  Corporation  Law  of  the  State  of Delaware, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or  after  the  time stated therein, shall be deemed equivalent to the giving of
such  notice.  Neither the business to be transacted at, nor the purpose of, any
annual  or  special  meeting  of the stockholders or any meeting of the Board of
Directors or committee thereof need be specified in any waiver of notice of such
meeting.

     SECTION  6.5.          AUDITS.    The  accounts,  books  and records of the
Corporation  shall  be  audited  upon  the  conclusion of each fiscal year by an
independent  certified public accountant selected by the Board of Directors, and
it  shall  be  the duty of the Board of Directors to cause such audit to be made
annually.

     SECTION  6.6.          RESIGNATIONS.   Any director or any officer, whether
elected  or  appointed, may resign at any time by serving written notice of such
resignation  on  the  Chairman of the Board, the President or the Secretary, and
such  resignation shall be deemed to be effective as of the close of business on
the date said notice is received by the Chairman of the Board, the President, or
the  Secretary  or  at  such  later date as is stated therein.  No formal action
shall be required of the Board of Directors or the stockholders to make any such
resignation  effective.

     SECTION  6.7.      INDEMNIFICATION AND INSURANCE.  (A)  Each person who was
or  is made a party or is threatened to be made a party to or is involved in any
action,  suit,  or  proceeding,  whether  civil,  criminal,  administrative  or
investigative (hereinafter a "proceeding"), by reason of the fact that he or she
or  a  person of whom he or she is the legal representative is or was a director
or  officer  of  the  Corporation  or  is  or  was serving at the request of the
Corporation as a director or officer of another corporation or of a partnership,
joint  venture,  trust  or  other  enterprise, including service with respect to
employee  benefit  plans maintained or sponsored by the Corporation, whether the
basis of such proceeding is alleged action in an official capacity as a director
or  officer  or  in  any  other capacity while serving as a director or officer,
shall  be indemnified and held harmless by the Corporation to the fullest extent
authorized  by  the General Corporation Law of the State of Delaware as the same
exists  or may hereafter be amended (but, if permitted by applicable law, in the
case  of  any such amendment, only to the extent that such amendment permits the
Corporation  to  provide  broader indemnification rights than said law permitted
the  Corporation  to  provide  prior  to  such  amendment), against all expense,
liability  and  loss  (including attorneys' fees, judgments, fines, ERISA excise
taxes  or  penalties  and  amounts  paid or to be paid in settlement) reasonably
incurred  or  suffered  by  such  person  in  connection  therewith  and  such
indemnification shall continue as to a person who has ceased to be a director or
officer  and  shall  inure  to  the  benefit  of his or her heirs, executors and
administrators;  provided,  however, that except as provided in paragraph (C) of
this  Bylaw,  the  Corporation  shall  indemnify  any  such  person  seeking
indemnification  in  connection with a proceeding (or part thereof) initiated by
such  person  only  if  such  proceeding (or part thereof) was authorized by the
Board  of Directors.  The right to indemnification conferred in this Bylaw shall
be  a  contract  right and shall include the right to be paid by the Corporation
the  expenses  incurred in defending any such proceeding in advance of its final
disposition,  such  advances  to be paid by the Corporation within 20 days after
the  receipt  by  the Corporation of a statement or statements from the claimant
requesting  such  advance or advances from time to time; provided, however, that
if the General Corporation Law of the State of Delaware requires, the payment of
such  expenses  incurred  by  a  director or officer in his or her capacity as a
director  or  officer  (and not in any other capacity in which service was or is
rendered  by  such  person  while  a  director  or  officer,  including, without
limitation,  service  to  an  employee  benefit  plan)  in  advance of the final
disposition of a proceeding, shall be made only upon delivery to the Corporation
of  an  undertaking  by  or  on behalf of such director or officer, to repay all
amounts  so  advanced if it shall ultimately be determined that such director or
officer  is  not  entitled  to  be  indemnified  under  this Bylaw or otherwise.

     (B)     To obtain indemnification under this Bylaw, a claimant shall submit
to  the  Corporation  a  written  request,  including  therein or therewith such
documentation  and information as is reasonably available to the claimant and is
reasonably  necessary  to  determine  whether and to what extent the claimant is
entitled  to  indemnification.    Upon  written  request  by  a  claimant  for
indemnification  pursuant  to  the  first  sentence  of  this  paragraph  (B), a
determination,  if  required  by  applicable law, with respect to the claimant's
entitlement  thereto  shall  be  made  as  follows:    (1)   if requested by the
claimant,  by Independent Counsel (as hereinafter defined), or (2) if no request
is  made  by  the  claimant for a determination by Independent Counsel, (i) by a
majority  vote  of  the  Disinterested  Directors (as hereinafter defined), even
though  less  than a quorum, or (ii) if there are no Disinterested Directors or,
if  the  Disinterested  Directors so direct, by Independent Counsel in a written
opinion  to  the  Board  of Directors, a copy of which shall be delivered to the
claimant, or (iii) if the Disinterested Directors so direct, by the stockholders
of  the  Corporation.    In  the  event  the  determination  of  entitlement  to
indemnification  is  to  be  made  by  Independent Counsel at the request of the
claimant,  the  Independent  Counsel shall be selected by the Board of Directors
unless  there  shall  have  occurred  within  two years prior to the date of the
commencement  of  the  action,  suit  or proceeding for which indemnification is
claimed  a  "Change  of  Control"  as defined in The Dial Corporation 1996 Stock
Incentive  Plan,  in which case the Independent Counsel shall be selected by the
claimant  unless  the  claimant shall request that such selection be made by the
Board  of  Directors.    If it is so determined that the claimant is entitled to
indemnification, payment to the claimant shall be made within 10 days after such
determination.

     (C)     If a claim under paragraph (A) of this Bylaw is not paid in full by
the  Corporation  within 30 days after a written claim pursuant to paragraph (B)
of this Bylaw has been received by the Corporation, the claimant may at any time
thereafter  bring  suit  against the Corporation to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant shall be entitled
to be paid also the expense of prosecuting such claim.  It shall be a defense to
any  such  action  (other than an action brought to enforce a claim for expenses
incurred  in  defending any proceeding in advance of its final disposition where
the  required  undertaking,  if  any  is  required,  has  been  tendered  to the
Corporation)  that  the claimant has not met the standard of conduct which makes
it  permissible  under  the General Corporation Law of the State of Delaware for
the Corporation to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the Corporation.  Neither the failure of the
Corporation  (including  without  limitation,  the  Disinterested  Directors,
Independent  Counsel  or stockholders) to have made a determination prior to the
commencement  of  such  action that indemnification of the claimant is proper in
the  circumstances  because he or she has met the applicable standard of conduct
set forth in the General Corporation Law of the State of Delaware, nor an actual
determination  by  the  Corporation  (including,  without  limitation,  the
Disinterested  Directors, Independent Counsel or stockholders) that the claimant
has  not  met  such  applicable  standard  of conduct, shall be a defense to the
action  or  create  a  presumption  that the claimant has not met the applicable
standard  of  conduct.

     (D)       If a determination shall have been made pursuant to paragraph (B)
of  this Bylaw that the claimant is entitled to indemnification, the Corporation
shall  be  bound  by  such  determination  in  any judicial proceeding commenced
pursuant  to  paragraph  (C)  of  this  Bylaw.

     (E)       The Corporation shall be precluded from asserting in any judicial
proceeding commenced pursuant to paragraph (C) of this Bylaw that the procedures
and  presumptions of this Bylaw are not valid, binding and enforceable and shall
stipulate in such proceeding that the Corporation is bound by all the provisions
of  this  Bylaw.

     (F)       The right to indemnification and the payment of expenses incurred
in  defending a proceeding in advance of its final disposition conferred in this
Bylaw  shall  not  be  exclusive of any other right which any person may have or
hereafter  acquire  under  any  statute,  provision  of  the  Certificate  of
Incorporation,  Bylaws,  agreement,  vote  of  stockholders  or  Disinterested
Directors  or  otherwise.   No repeal or modification of this Bylaw shall in any
way  diminish  or adversely affect the rights of any director, officer, employee
or  agent  of  the  Corporation hereunder in respect of any occurrence or matter
arising  prior  to  any  such  repeal  or  modification.

     (G)      The Corporation may maintain insurance, at its expense, to protect
itself  and  any  director,  officer,  employee  or  agent of the Corporation or
another  corporation,  partnership,  joint  venture,  trust  or other enterprise
against  any  expense,  liability  or loss, whether or not the Corporation would
have  the power to indemnify such person against such expense, liability or loss
under  the General Corporation Law of the State of Delaware.  To the extent that
the  Corporation maintains any policy or policies providing such insurance, each
such  director  or  officer,  and each such agent or employee to which rights to
indemnification  have  been  granted as provided in paragraph (H) of this Bylaw,
shall  be  covered  by  such  policy or policies in accordance with its or their
terms  to  the  maximum extent of the coverage thereunder for any such director,
officer,  employee  or  agent.

     (H)      The Corporation may, to the extent authorized from time to time by
the  Board  of Directors, grant rights to indemnification, and rights to be paid
by  the Corporation the expenses incurred in defending any proceeding in advance
of  its  final  disposition, to any employee or agent of the Corporation, and to
persons  serving  as  employees  or  agents of another corporation, partnership,
joint  venture, trust or other enterprise, at the request of the Corporation, to
the  fullest  extent  of  the  provisions  of  this  Bylaw  with  respect to the
indemnification  and  advancement  of  expenses of directors and officers of the
Corporation.

     (I)        If any provision or provisions of this Bylaw shall be held to be
invalid, illegal or unenforceable for any reason whatsoever:  (1)  the validity,
legality  and  enforceability  of  the  remaining  provisions  of  this  Bylaw
(including,  without  limitation,  each  portion  of any paragraph of this Bylaw
containing any such provision held to be invalid, illegal or unenforceable, that
is not itself held to be invalid, illegal or unenforceable) shall not in any way
be  affected  or  impaired  thereby; and (2) to the fullest extent possible, the
provisions  of  this  Bylaw (including, without limitation, each such portion of
any  paragraph  of  this Bylaw containing any such provision held to be invalid,
illegal  or unenforceable) shall be construed so as to give effect to the intent
manifested  by  the  provision  held  invalid,  illegal  or  unenforceable.

     (J)          For  purposes  of  this  Bylaw:

          (1)       "Disinterested Director" means a director of the Corporation
who  is  not and was not a party to the proceeding or matter in respect of which
indemnification  is  sought  by  the  claimant.

          (2)          "Independent Counsel" means a law firm, a member of a law
firm,  or  an  independent  practitioner,  that  is  experienced  in  matters of
corporation law and shall include any person who, under the applicable standards
of  professional  conduct then prevailing, would not have a conflict of interest
in representing either the Corporation or the claimant in an action to determine
the  claimant's  rights  under  this  Bylaw.

     (K)     Any notice, request or other communication required or permitted to
be  given  to  the  Corporation  under this Bylaw shall be in writing and either
delivered  in  person  or  sent  by telecopy, telex, telegram, overnight mail or
courier  service,  or  certified  or  registered  mail,  postage prepaid, return
receipt  requested,  to  the Secretary of the Corporation and shall be effective
only  upon  receipt  by  the  Secretary.

                                   ARTICLE VII

                            CONTRACTS, PROXIES, ETC.

     SECTION  7.1.          CONTRACTS.  Except as otherwise required by law, the
Certificate of Incorporation or these Bylaws, any contracts or other instruments
may  be  executed and delivered in the name and on the behalf of the Corporation
by  such  officer  or  officers of the Corporation as the Board of Directors may
from time to time direct.  Such authority may be general or confined to specific
instances  as the Board may determine.  The Chairman of the Board, the President
or  any  Vice  President  may  execute bonds, contracts, deeds, leases and other
instruments to be made or executed for or on behalf of the Corporation.  Subject
to  any  restrictions  imposed  by the Board of Directors or the Chairman of the
Board,  the  President  or  any  Vice  President of the Corporation may delegate
contractual  powers  to  others  under  his  jurisdiction,  it being understood,
however,  that  any  such  delegation of power shall not relieve such officer of
responsibility  with  respect  to  the  exercise  of  such  delegated  power

     SECTION  7.2.     PROXIES.  Unless otherwise provided by resolution adopted
by  the Board of Directors, the Chairman of the Board, the President or any Vice
President  may  from  time  to time appoint an attorney or attorneys or agent or
agents of the Corporation, in the name and on behalf of the Corporation, to cast
the  votes  which the Corporation may be entitled to cast as the holder of stock
or  other  securities  in any other corporation or entity, any of whose stock or
other  securities  may be held by the Corporation, at meetings of the holders of
the stock or other securities of such other corporation or entity, or to consent
in writing, in the name of the Corporation as such holder, to any action by such
other corporation or entity, and may instruct the person or persons so appointed
as  to  the manner of casting such votes or giving such consent, and may execute
or  cause  to be executed in the name and on behalf of the Corporation and under
its  corporate  seal or otherwise, all such written proxies or other instruments
as  he  may  deem  necessary  or  proper  in  the  premises.

                                  ARTICLE VIII

                                   AMENDMENTS

     SECTION  8.1.         AMENDMENTS.  These Bylaws may be altered, amended, or
repealed  at  any  meeting  of  the  Board  of Directors or of the stockholders,
provided  notice  of  the proposed change was given in the notice of the meeting
and,  in  the  case of a meeting of the Board of Directors, in a notice given no
less  than  twenty-four  hours prior to the meeting; provided, however, that, in
the  case of amendments by stockholders, notwithstanding any other provisions of
these  Bylaws or any provision of law which might otherwise permit a lesser vote
or  no  vote,  but  in  addition  to  any affirmative vote of the holders of any
particular  class  or  series  of  the stock required by law, the Certificate of
Incorporation  or  these Bylaws, the affirmative vote of the holders of at least
80  percent  of  the  voting  power of the then outstanding Voting Stock, voting
together  as  a single class, shall be required in order for the stockholders to
alter,  amend or repeal any provision of these Bylaws or to adopt any additional
Bylaws.