EXHIBIT 3.2





                             SNYDER OIL CORPORATION


                           Incorporated under the laws
                            of the State of Delaware



                                    BY LAWS
















As amended through September 16, 1997.

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                        BY-LAWS OF SNYDER OIL CORPORATION

                                    ARTICLE I

                                     OFFICES

    1.01.  Registered  Office.  The registered  office of Snyder Oil Corporation
(hereinafter  called the  Corporation) in the State of Delaware shall be at 1013
Centre Road, City of Wilmington,  County of New Castle, and the registered agent
in charge thereof shall be The Corporation Service Company.

    1.02.  Other Offices.  The Corporation may also have an office or offices at
any other place or places within or without the State of Delaware.


                                   ARTICLE II

                     MEETINGS OF STOCKHOLDERS: STOCKHOLDERS'
                           CONSENT IN LIEU OF MEETING

    2.01.  Annual  Meeting.  The  annual  meeting  of the  stockholders  for the
election of directors,  and for the  transaction  of such other business as may,
subject to the  provisions  of Section  2.04,  properly come before the meeting,
shall be held at such  place,  date  and hour as shall be fixed by the  Board of
Directors  (hereinafter called the Board) and designated in the notice or waiver
of notice  thereof;  except that no annual  meeting need be held if all actions,
including the election of directors,  required by the General Corporation Law of
the State of Delaware to be taken at a stockholders' annual meeting are taken by
written consent in lieu of meeting pursuant to Section 2.03.

    2.02.  Special  Meetings.  A special  meeting  of the  stockholders  for any
purpose or purposes may be called by the Board, the Chairman, the Vice Chairman,
the President or the Secretary of the  Corporation  or the  recordholders  of at
least a majority  of the shares of Common  Stock of the  Corporation  issued and
outstanding,  to be held at such place,  date and hour as shall be designated in
the notice or waiver of notice thereof.

    2.03.  Stockholders'  Consent in Lieu of Meeting. Any action required by the
General  Corporation  Law of the State of  Delaware to be taken at any annual or
special meeting of the stockholders of the Corporation,  or any action which may
be taken at any annual or special  meeting  of such  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
required  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
such action by less than unanimous consent shall be given to those  stockholders
who have not consented in writing.

    2.04  Business  to be  Brought  Before the Annual  Meeting.  To be  properly
brought before the annual meeting of  stockholders,  business must be either (a)
specified in the notice of meeting (or any  supplement  thereto)  given by or at
the  direction  of the Board of  Directors,  (b)  otherwise  brought  before the
meeting  by or at the  direction  of the Board of  Directors,  or (c)  otherwise
properly brought before the meeting by a stockholder of the Corporation who is a
stockholder  of record at the time of  giving  of  notice  provided  for in this
Section  2.04,  who shall be entitled to vote at such  meeting and who  complies
with the notice  procedures  set forth in this Section  2.04. In addition to any
other applicable requirements, for business to be brought before an annual


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meeting by a stockholder of the  Corporation,  the  stockholder  must have given
timely  notice  thereof in writing to the  Secretary of the  Corporation.  To be
timely,  a  stockholder's  notice must be delivered to or mailed and received at
the principal  executive offices of the Corporation not less than 120 days prior
to the anniversary  date of the proxy statement for the preceding annual meeting
of stockholders  of the  Corporation.  A  stockholder's  notice to the Secretary
shall  set  forth as to each  matter  (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 address,  as they appear
on the Corporation's  books, of the stockholder  proposing such business,  (iii)
the acquisition  date, the class and the number of shares of voting stock of the
Corporation which are owned  beneficially by the stockholder,  (iv) any material
interest of the stockholder in such business,  and (v) a representation that the
stockholder  intends to appear in person or by proxy at the meeting to bring the
proposed business before the meeting.

    Notwithstanding  anything in these Bylaws to the contrary, no business shall
be conducted at the annual meeting except in accordance  with the procedures set
forth in this Section 2.04.

    The chairman of the annual  meeting shall,  if the facts warrant,  determine
and declare to the meeting that  business was not  properly  brought  before the
meeting in  accordance  with the  provisions  of this Section  2.04,  and if the
chairman  should so determine,  the chairman shall so declare to the meeting and
any  such  business  not  properly  brought  before  the  meeting  shall  not be
transacted.

    Notwithstanding the foregoing provisions of this Section 2.04, a stockholder
shall also comply with all applicable  requirements  of the Securities  Exchange
Act of 1934, as amended,  and the rules and regulations  thereunder with respect
to the matters set forth in this Section 12.  Notwithstanding  any  provision to
the  contrary  set forth  above,  the  provisions  of this Section 2.04 shall be
effective only with respect to meetings of stockholders  held after December 31,
1997.

                                   ARTICLE III

                               BOARD OF DIRECTORS

    3.01.  General Powers.  The business and affairs of the Corporation shall be
managed by the Board,  which 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 directed or required to be exercised or done by the stockholders.


    3.02.  Number and Term of Office.  The number of  directors  shall be one or
such other  number as shall be fixed  from time to time by the Board.  The Board
may designate  alternate  directors.  Such  alternate  directors  shall be given
notice of all  meetings  of the Board,  but will be entitled to vote only in the
absence of the director for whom they are an  alternate.  Directors  need not be
stockholders. Each director shall hold office until his successor is elected and
qualified,  or until his earlier death or  resignation  or removal in the manner
hereinafter provided.

    3.03.  Resignation.  Removal and  Vacancies.  Any director may resign at any
time by giving written notice to the Board,  the Chief Executive  Officer or the
Secretary of the  Corporation.  Such  resignation  shall take effect at the time
specified therein or, if the time be not specified,  upon receipt thereof;  and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.

    Any director or the entire Board may be removed,  with or without cause,  at
any time by vote of the  holders of a majority  of the shares  then  entitled to
vote at an  election of  directors,  or by written  consent of the  stockholders
pursuant to Section 2.03.


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    Other vacancies  occurring in the Board for any reason may be filled by vote
of the  stockholders or by their written consent  pursuant to Section 2.03 or by
vote of the Board or by the directors' written consent pursuant to Section 3.06.
If the  number of  directors  then in office is less than a quorum,  such  other
vacancies may be filled by vote of a majority of the directors then in office.

    3.04.  Special Board Designation..

    (a) Chairman of the Board. There shall be a Chairman of the Board, who shall
be a director  and who shall serve as chairman of any meeting of the Board.  The
Chairman of the Board shall be elected by the Board at its annual  meeting or by
written consent pursuant to Section 3.06, and shall serve until his successor is
elected and  qualified,  or until his earlier death or resignation or removal as
Chairman of the Board or his ceasing to be a director. The Chairman of the Board
may resign at any time by giving  written  notice to the Board or the Secretary.
Such resignation shall take effect at the time specified therein or, if the time
is not specified, upon receipt thereof; and, unless otherwise specified therein,
the acceptance of such resignation  shall not be necessary to make it effective.
The Chairman of the Board may be removed at any time as Chairman of the Board by
the Board.

    (b) Vice  Chairman  of the Board.  There  shall be  elected  at the  Board's
discretion a Vice  Chairman of the Board,  who shall be a director and who shall
serve as chairman of any meeting of the Board when the  Chairman of the Board is
unable to attend.  The Vice  Chairman of the Board shall be elected by the Board
at its annual meeting or by written consent  pursuant to Section 3.06, and shall
serve until his successor is elected and  qualified,  or until his earlier death
or  resignation  or removal as Vice Chairman of the Board or his ceasing to be a
director.  The Vice  Chairman  of the  Board  may  resign  at any time by giving
written notice to the Chairman of the Board or the Secretary.  Such  resignation
shall  take  effect  at the  time  specified  therein  or,  if the  time  is not
specified,  upon receipt thereof;  and, unless otherwise specified therein,  the
acceptance of such resignation shall not be necessary to make it effective.  The
Vice  Chairman  of the Board may be removed at any time as Vice  Chairman of the
Board by the Board.



    3.05.  Meetings.

    (a) Annual  Meetings.  As soon as practicable  after each annual election of
directors,  the  Board  shall  meet  for the  purpose  of  organization  and the
transaction of other business, unless it shall have transacted ail such business
by written consent pursuant to Section 3.06.

    (b) Other Meetings.  Other meetings of the Board shall be held at such times
and places as -the Board or the  Chairman  of the Board  shall from time to time
determine.

    (c) Notice of Meetings.  The Secretary shall give notice to each director of
each meeting,  including the time, place and purpose of such meeting.  Notice of
each such  meeting  shall be mailed to each  director,  addressed  to him at his
residence or usual place of business,  at least two days before the day on which
such meeting is to be held,  or shall be sent to him at such place by telegraph,
cable,  wireless  or  other  form of  recorded  communication,  or be  delivered
personally  or by telephone  not later than the day before the day on which such
meeting is to be held,  but notice need not be given to any  director  who shall
attend such meeting.  A written waiver of notice,  signed by the person entitled
thereto,  whether before or after the time of the meeting stated therein,  shall
be deemed equivalent to notice.

    (d) Place of  Meetings.  The Board may hold its  meetings  at such  place or
places  within or without  the State of  Delaware  as the Board may from time to
time determine, or as shall be designated in the respective


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notices or waivers of notice thereof.

    (e) Quorum and Manner of Acting.  One-third of the total number of directors
then in office (but not less two if the number of directors is greater than one)
shall be present in person at any meeting of the Board in order to  constitute a
quorum  for the  transaction  of  business  at such  meeting,  and the vote of a
majority  of those  directors  present at any such  meeting at which a quorum is
present  shall be  necessary  for the  passage of any  resolution  or act of the
Board,  except as otherwise  expressly required by law or these By-laws.  In the
absence of a quorum for any such meeting,  a majority of the  directors  present
thereat  may  adjourn  such  meeting  from time to time until a quorum  shall be
present.

    (f)  Organization.  At each meeting of the Board,  the Chairman of the Board
shall act as chairman of the meeting or, in his absence,  any director chosen by
a majority of the  directors  present.  The  Secretary  or, in his absence,  any
person  (who shall be an  Assistant  Secretary,  if an  Assistant  Secretary  is
present)  whom the chairman of the meeting  shall appoint shall act as secretary
of such meeting and keep the minutes thereof.

    3.06.  Directors'  Consent  In Lieu  of  Meeting.  Any  action  required  or
permitted  to be taken at any  meeting  of the  Board  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 all the directors and such
consent is filed with the minutes of the proceedings of the Board.

    3.07.  Action by Means of  Conference  Telephone  or Similar  Communications
Equipment.  Any one or more members of the Board, or of any committee designated
by the Board, may participate in a meeting of the Board or any such committee by
means of conference  telephone or similar  communications  equipment by means of
which  ail  persons  participating  in the  meeting  can bear  each  other,  and
anticipation in a meeting by such means shall  constitute  presence in person at
such meeting.



    3.08.  Committees.

    (a)  There  shall be an  Executive  Committee,  and  Audit  Committee  and a
Compensation  Committee.  The Board  shall  elect by the  affirmative  vote of a
majority  of the  whole  Board  the  members  of each  committee,  who  shall be
directors of the Corporation,  and shall designate for each committee a Chairman
who shall  continue at the pleasure of the Board.  The number of members of each
committee shall be determined from time to time by the Board.

    (b) Each committee shall fix its own rules of procedure and shall meet where
and as provided by such rules.  A majority  of a committee  shall  constitute  a
quorum.

    (c) In the absence or  disqualification  of a member of any  committee,  the
members of such  committee  present at any meeting,  and not  disqualified  from
voting, whether or not they constitute 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.

    (d) All completed  actions by each committee  shall be reported to the Board
at the next  succeeding  Board  meeting  and shall be  subject  to  revision  or
alteration  by the  Board;  provided,  however,  that no acts or rights of third
parties shall be affected by any such revision or alteration.

    3.09.  Executive Committee.  Between the meetings of the Board, the 
Executive Committee shall possess and may exercise all the powers of the Board 
in the management and direction of all the business and affairs


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of the  Corporation  (except the matters  reserved by law to the whole Board and
matters hereinafter assigned to the Compensation  Committee),  in such manner as
the Executive  Committee shall deem best for the interests of the Corporation in
all cases in which specific directions shall not have been given by the Board.

    3.10.  Audit  Committee.  A majority of the  members of the Audit  Committee
shall be independent directors.  The Audit Committee shall have the power (I) to
review the financial affairs and controls of the Corporation,  (ii) to recommend
each year to the Board of  Directors  independent  auditor  to audit the  annual
financial statements of the Corporation and its subsidiaries, (iii) to meet with
the Corporation's  auditors,  (iv) to review the scope of the audit plan, (v) to
discuss with the auditors the results of the Corporation's  annual audit and any
related  matters,  (vi) to review  transactions  posing a potential  conflict of
interest among the Corporation and its directors,  officers and affiliates,  and
(vii) to perform any other  functions  delegated to it by the Board of Directors
in compliance with the By-laws of the Corporation.

    3.11.  Compensation  Committee.  The  Compensation  Committee shall have the
power to fix and determine the compensation of officers, directors and employees
and  create  any  compensation  or  benefit  plan for  officers,  directors  and
employees,  and  shall  have  the  power  and  authority  vested  in it  by  any
compensation or benefit plan of the Corporation.

    3.12. Other Committees. The Board of Directors may, on resolution adopted by
the affirmative  vote of a majority of the number of directors  constituting the
entire  Board  of  Directors,   designate  one  or  more  directors  (with  such
alternatives,  if any, as may be deemed  desirable) to constitute a committee or
committees (in addition to the Executive, Audit and Compensation Committees) for
any purpose and with such authority  (except the matters  reserved by law to the
whole Board) as may be determined from time to time by resolution adopted by the
Board of  Directors.  Actions by and  meetings  of any such  committee  shall be
governed by Section 3.08 of these by-laws.

    3.13. Special Meetings.  Special meetings of the executive  committee may be
called by the chairman of the executive  committee or any member  thereof at any
time  provided  that a good faith  effort  has been made to give  notice to each
member, either personally or by mail, telephone or telegram.

    3.14 Nominations for Election as a Director.  Only persons who are nominated
in  accordance  with the  procedures  set forth in these  bylaws and qualify for
nomination   pursuant  to  Section  3.01  shall  be  eligible  for  election  by
stockholders as, and to serve as, directors. Nominations of persons for election
to the  Board  of  Directors  of the  Corporation  may be made at a  meeting  of
stockholders  (a) by or at the direction of the Board of Directors or (b) by any
stockholder  of the  Corporation  who is a stockholder  of record at the time of
giving of notice  provided  for in this Section  3.14,  who shall be entitled to
vote for the  election of  directors  at the meeting and who  complies  with the
notice procedures set forth in this Section 3.14. Such  nominations,  other than
those  made by or at the  direction  of the  Board of  Directors,  shall be made
pursuant to timely notice in writing to the Secretary of the Corporation.

    To be timely,  a  stockholder's  notice  shall be delivered to or mailed and
received at the principal  executive offices of the Corporation (i) with respect
to an  election  to be held at the  annual  meeting of the  stockholders  of the
Corporation,  not  less  than  90  days  prior  to the  anniversary  date of the
immediately  preceding  annual meeting of stockholders of the  Corporation,  and
(ii) with respect to an election to be held at a special meeting of stockholders
of the  Corporation  for the election of  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 to  stockholders  of the  Corporation as provided in
Section 3.14 or public  disclosure of the date of the special  meeting was made,
whichever first occurs.



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    Such stockholder's notice to the Secretary shall set forth:

    (x) as to each person whom the stockholder proposes to nominate for election
        or re-election as a director,  all  information  relating to such person
        that is  required  to be  disclosed  in  solicitations  of  proxies  for
        election of directors, or is otherwise required,  pursuant to Regulation
        14A under the  Securities  Exchange Act of 1934,  as amended  (including
        such person's written consent to being named in the proxy statement as a
        nominee and to serve as a director if elected), and

    (y) as to the  stockholder  giving the notice (i) the name and  address,  as
        they appear on the Corporation's books, of such stockholder and (ii) the
        class and number of shares of voting stock of the Corporation  which are
        beneficially owned by such stockholder.

    At the request of the Board of Directors,  any person nominated by the Board
of Directors  for election as a director  shall  furnish to the Secretary of the
Corporation that information  required to be set forth in a stockholder's notice
of  nomination  that  pertains  to the  nominee.  In the event  that a person is
validly designated as a nominee to the Board of Directors in accordance with the
procedures set forth in this Section 3.14 and shall thereafter  become unable or
unwilling  to stand  for  election  to the  Board  of  Directors,  the  Board of
Directors or the stockholder who proposed such nominee,  as the case may be, may
designate a substitute  nominee.  Other than  directors  chosen  pursuant to the
provisions  of Section  3.03, no person shall be eligible to serve as a director
of the Corporation  unless nominated in accordance with the procedures set forth
in this  Section  3.14.  The  presiding  officer of the meeting of  stockholders
shall,  if the facts  warrant,  determine  and  declare  to the  meeting  that a
nomination was not made in accordance  with the  procedures  prescribed by these
bylaws,  and if he should so  determine,  he shall so declare to the meeting and
the defective nomination shall be disregarded.

    Notwithstanding the foregoing provisions of this Section 3.14, a stockholder
shall also comply with all applicable  requirements  of the Securities  Exchange
Act of 1934, as amended,  and the rules and regulations  thereunder with respect
to the matters set forth in this Section 3.14.  Notwithstanding any provision to
the  contrary  set forth  above,  the  provisions  of this Section 3.14 shall be
effective only with respect to meetings of stockholders  held after December 31,
1997.


                                   ARTICLE IV

                                    OFFICERS

    4.01.  Number;  Title; Term of Office. The officers of the Corporation shall
be a Chairman,  a Vice Chairman, a Chief Executive Officer and a Chief Operating
Officer (if the Board of Directors  shall  determine  the election of any of the
preceding  four  officers  to be  appropriate),  a  President,  one or more Vice
Presidents  (and,  in the case of each Vice  President,  with  such  descriptive
title, if any, as the Board shall determine), a Secretary, one or more Assistant
Secretaries,  a Treasurer and such other  officers as the Board may from time to
time elect or appoint.  Each officer shall hold office until his successor shall
have been duly elected and shall have  qualified,  until his death,  or until he
shall resign or shall have been removed in the manner hereinafter provided.  Any
two or more offices may be held by the same person. None of the officers need be
a stockholder  or a director of the  Corporation,  or a resident of the State of
Delaware.

    4.02.  Authority and Duties.  All officers,  as between  themselves  and the
Corporation, shall have such authority and perform such duties in the management
of the  Corporation as may be provided in these By-laws or, to the extent not so
provided, by the Board.


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    4.03. Term of Office, Resignation and Removal. All officers shall be elected
or  appointed  by the  Board  and  shall  hold  office  for such  term Is may be
prescribed by the Board.  Each officer shall hold office until his successor has
been elected or appointed and qualified or his earlier death or  resignation  in
the manner  hereinafter  provided.  The Board may  require  any  officer to give
security for the faithful performance of his dudes.

    Any officer may resign at any time by giving  written notice to the Board or
to the President or the Secretary of the Corporation, and such resignation shall
take effect at the time  specified  therein or, if the time when it shall become
effective is not specified therein,  at the time it is accepted by action of the
Board.  Except as aforesaid,  the  acceptance of such  resignation  shall not be
necessary to make it effective.

    All officers  and agents  elected or appointed by the Board shall be subject
to removal at any tame by the Board or by the  stockholders  of the  Corporation
with or without cause.

    4.04. Vacancies. If the office of President,  Secretary or Treasurer becomes
vacant  for any  reason,  the Board  shall fill such  vacancy,  and if any other
office becomes vacant, the Board may fill such vacancy. Any officer so appointed
or elected by the Board shall serve only until such time as the  unexpired  term
of his  predecessor  shall have expired  unless  reelected or reappointed by the
Board.

    4.05. Chairman,  Vice Chairman,  Chief Executive Officer and Chief Operating
Officer. The Chairman,  if one is elected by the Board, shall have charge of the
actual day to day operations and management of the  Corporation and its property
with all such powers with respect to such  properties  and  operations as may be
reasonably  incident to such  responsibilities,  subject to the Board.  He shall
also have such further authority and powers as may be prescribed by the Board or
these  By-laws.  The Vice Chairman,  if one is elected by the Board,  shall have
such powers and duties as may be  assigned  to him by the Board or the  Chairman
and shall exercise the powers of the Chairman  during that officer's  absence or
inability to act. As between the Corporation and third parties, any action taken
by the Vice Chairman in the  performance  of the duties of the Chairman shall be
conclusive  evidence of the absence or  inability  to act of the Chairman at the
time such action was taken.  The Chief  Executive  Officer  and Chief  Operating
Officer, if either is elected by the Board, shall have such powers and duties as
may be assigned to him by the Board or the  Chairman.  The Chairman and the Vice
Chairman  shall have the  authority  to assign any of their  powers to any other
officers of the Corporation with respect to such matters as the Chairman or Vice
Chairman may deem  appropriate.  Any such  assignment may be oral or written and
may be specific or general.

    4.06. President. The President shall have such authority,  powers and duties
as may be  prescribed  by the Board,  or the Chairman or these  By-laws.  If the
Board has not elected a Chairman, the President shall exercise all of the powers
and  discharge  all of the duties of the  Chairman,  including  any power of the
Chairman  to assign any of his  powers.  As between  the  Corporation  and third
parties,  any action taken by the President in the  performance of the duties of
the Chairman shall be conclusive evidence that there is no Chairman.

    4.07.  Vice Presidents.

    (a) Executive Vice  President.  The Executive Vice President shall have such
authority,  powers and duties as may be prescribed by the Board, the Chairman or
the President or these  By-laws,  and shall exercise the powers of the President
during that  officer's  absence or inability to act. As between the  Corporation
and third  parties,  any action  taken by the  Executive  Vice  President in the
performance of the duties of the President  shall be conclusive  evidence of the
absence or inability to act of the President at the time such action was taken.

    (b) Senior Vice Presidents. Each Senior Vice President shall have such power
and  duties as may be  assigned  to him by the  Board,  the  Chairman,  the Vice
Chairman, the President or the Executive Vice President,


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and (in order of their  seniority as  determined by the length of time they have
held the  office of Senior  Vice  President)  shall  exercise  the powers of the
Executive Vice President  during that officer's  absence or inability to act. As
between the  Corporation  and third  parties,  any action taken by a Senior Vice
President in the performance of the duties of the Executive Vice President shall
be conclusive  evidence of the absence or inability to act of the Executive Vice
President at the time such action was taken.

    (c) Vice President. Each Vice President shall have such powers and duties as
may be  assigned  to him by the Board,  the  Chairman,  the Vice  Chairman,  the
President, the Executive Vice President or a Senior Vice President.

    4.08. Treasurer. The Treasurer shall have custody of the Corporation's funds
and  securities,   shall  keep  full  and  accurate   account  of  receipts  and
disbursements,  shall deposit all monies and valuable effects in the name and to
the credit of the  Corporation  in such  depository  or  depositories  as may be
designated  by  the  Board,  and  shall  perform  such  other  duties  as may be
prescribed  by the Board,  the Chairman,  the  President or the  Executive  Vice
President.

    4.09. Assistant Treasurers.  Each Assistant Treasurer shall have such powers
and duties as may be assigned to him by the Board,  the Chairman,  the President
or the Executive Vice President. The Assistant Treasurers (in the order of their
seniority as determined by the Board or, in the absence of such a determination,
as  determined  by the  length of time they  have held the  office of  Assistant
Treasurer)  shall  exercise the powers of the  Treasurer  during that  officer's
absence or inability to act.

    4.10. Secretary. The Secretary shall keep the minutes of all meetings of the
Board and of the  shareholders in books provided for that purpose,  and he shall
attend to the giving and service of all  notices..He  may sign with the Chairman
or the  President,  in  the  name  of  the  Corporation,  all  contracts  of the
Corporation and affix the seal of the Corporation  thereto. He may sign with the
President all certificates for shares of stock of the Corporation,  and he shall
have charge of the certificate  books,  transfer books,  and stock papers as the
Board of Directors  may direct,  all of which shall at all  reasonable  times be
open to  inspection  by any  director  upon  application  at the  office  of the
Corporation  during  business  hours.  He shall in  general  perform  all duties
incident to the office of the Secretary, subject to the control of the Board.

    4.11. Assistant Secretaries. Each Assistant Secretary shall have such powers
and duties as may be assigned to him by the Board,  the Chairman,  the President
or the Executive  Vice  President.  The Assistant  Secretaries  (in the order of
their  seniority  as  determined  by the  Board  or,  in the  absence  of such a
determination,  as determined by the length of time they have held the office of
Assistant  Secretary)  shall  exercise the powers of the  Secretary  during that
officer's absence or inability to act.


                                    ARTICLE V

                 CONTRACTS. CHECKS. DRAFTS. BANK ACCOUNTS. ETC.

    5.01.  Execution  of  Documents.  The Board shall  designate  the  officers,
employees  and agents of the  Corporation  who shall  have power to execute  and
deliver deeds, contracts, mortgages, bonds, debentures, checks, drafts and other
orders for the payment of money and other  documents  for and in the name of the
Corporation,  and may authorize such officers,  employees and agents to delegate
such power  (including  authority to redelegate) by written  instrument to other
officers,  employees of agents of the Corporation;  and, unless so designated or
expressly  authorized by these  By-laws,  no officer or agent or employee  shall
have  any  power  or  authority  to bind  the  Corporation  by any  contract  or
engagement or to pledge its credit or to render it liable pecuniarily for any


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<PAGE>



purpose or to any amount.

    5.02. Deposits. All funds of the Corporation not otherwise employed shall be
deposited from time to time to the credit of the Corporation or otherwise as the
Board or  Treasurer,  or any other officer of the  Corporation  to whom power in
this respect shall have been given by the Board, shall select.


                                   ARTICLE VI

                  SHARES AND THEIR TRANSFER FIXING RECORD DATE

    6.01. Certificates for Shares. Every owner of stock of the Corporation shall
be  entitled  to have a  certificate  certifying  the number and class of shares
owned by him in the Corporation,  which shall otherwise be in such form as shall
be prescribed by the Board.  Certificates  shall be issued in consecutive  order
and shall be numbered in the order of their issue, and shall be signed by, or in
the name of, the Corporation by the Chief Executive Officer,  the President or a
Senior Vice  President  and by the  Treasurer or an  Assistant  Treasurer or the
Secretary or an Assistant Secretary.

    6.02.  Record.  A record  (herein  called  the stock  record) in one or more
counterparts shall be kept of the name of the person, firm or corporation owning
the shares represented by each certificate for stock of the Corporation  issued,
the number of shares represented by each such certificate, the date thereof and,
in the case of  cancellation,  the date of  cancellation.  Except  as  otherwise
expressly required by law, the person in whose name shares of stock stand on the
stock  record of the  Corporation  shall be deemed  the  owner  thereof  for all
purposes as regards the Corporation.

    6.03.  Transfer and Registration of Stock.

    (a) The  transfer of stock and  certificates  of stock which  represent  the
stock of the Corporation shall be governed by Article 8 of Subtitle I of Title 6
of the Delaware  Code (the  Uniform  Commercial  Code),  as amended from time to
time.

    (b)  Registration  of transfers of shares of the  Corporation  shall be made
only on the books of the  Corporation  upon  request  of the  registered  holder
thereof,  or of his  attorney  "hereunto  authorized  by power of attorney  duly
executed and filed with the Secretary of the Corporation, and upon the surrender
of the  certificate  or  certificates  for  such  shares  properly  endorsed  or
accompanied by a stock power duly executed.

    6.04.  Addresses of Stockholders.  Each  stockholder  shall designate to the
Secretary  of the  Corporation  an address at which  notices of meetings and all
other corporate  notices may be served or mailed to him, and, if any stockholder
shall fail to designate such address,  corporate  notices may be served upon him
by mail directed to him at his post office address,  if any, as the same appears
on the stock  record books of the  Corporation  or at his last known post office
address.

    6.05. Lost, Destroyed and Mutilated  Certificates.  The holder of any shares
of the  Corporation  shall  immediately  notify  the  Corporation  of any  loss,
destruction or mutilation of the certificate therefor, and the Board may, in its
discretion,  cause to be issued to him a new  certificate  or  certificates  for
shares, upon the surrender of the mutilated certificates or, in the case of loss
or  destruction  of the  certificate,  upon  satisfactory  proof of such loss or
destruction, and the Board may, in its discretion, require the owner of the lost
or destroyed  certificate or his legal  representation to give the Corporation a
bond in such sum and with such surety or sureties as it may direct to  indemnify
the Corporation  against any claim that may be made against it on account of the
alleged loss or destruction of any such certificate.


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<PAGE>



    6.06.  Regulations.  The Board may make such rules and regulations as it may
deem  expedient,  not  inconsistent  with these  By-laws,  concerning the issue,
transfer and registration of certificates for stock of the Corporation.

    6.07. Fixing Date for Determination of Stockholders of Record. 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 may fix, in
advance,  a record  date,  which shall not be more than 60 nor less than 10 days
before the date of such meeting, nor, in the case of consent to corporate action
in writing,  more than 10 days after the date upon which the  resolution  fixing
the record  date was  adopted  by the Board,  not more than 60 days prior to any
other action. A determination  of stockholders  entitled to notice of or to vote
at a meeting of the stockholders  shall apply to any adjournment of the meeting;
provided.  however.  that the Board may fix a new record date for the  adjourned
meeting.





                                   ARTICLE VII

                                      SEAL

    7.01.  Seal. The Board may provide a corporate  seal,  which shall be in the
form of a circle and shall bear the full name of the  Corporation  and the words
and figures "Corporate Seal 1989 Delaware".


                                  ARTICLE VIII

                                   FISCAL YEAR

    8.01.  Fiscal  Year.  The fiscal  year of the  Corporation  shall end on the
thirty-first  day of December in each year unless  changed by  resolution of the
Board.


                                   ARTICLE IX

                          INDEMNIFICATION AND INSURANCE

    9.01.  Indemnification

    (a) Any person made, or  threatened  to be made, a party to any  threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative  or investigate,  by the reason of the fact that he, his testator
or intestate is or was a director, officer, employee or agent of the Corporation
shall be indemnified by the Corporation against expenses  (including  attorney's
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred  by him in  connection  with such  action,  suit or  proceeding,  or in
connection  with any appeal  therein;  provided,  that such person acted in good
faith and in a manner he  reasonably  believed  to be in, or not opposed to, the
best  interests of the  Corporation,  or with respect to any criminal  action or
proceeding,  had no reasonable cause to believe his conduct unlawful; except, in
the case of an action, suit or


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<PAGE>


proceeding  by or in the right of the  Corporation  in relation to matters as to
which it  shall  be  adjudged  in such  action,  suit or  proceeding  that  such
director,  officer,  employee or agent is liable for negligence or misconduct in
the  performance  of his  duties,  unless  a  court  having  jurisdiction  shall
determine that, despite such adjudication,  such person is fairly and reasonably
entitled to indemnification.

    (b) Without  limitation  of any right  conferred  by  paragraph  (a) of this
Section,  any person made, or threatened to be made, a party to any  threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative or investigative,  by reason of the fact that he, his testator or
intestate is or was a director,  officer,  employee or agent of the Corporation,
and is or was serving as a fiduciary of, or otherwise rendering services to, any
employee benefit plan of or relating to the Corporation, shall be indemnified by
the Corporation against expenses (including attorney's fees), judgments,  fines,
excise taxes and amounts paid in settlement  actually and reasonably incurred by
him in connection with which action,  suit or proceeding,  or in connection with
any appeal  therein;  provided,  that such  person  acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the  Corporation,  or with respect to a criminal  action or  proceeding,  had no
reasonable  cause to believe his conduct was unlawful;  except in the case of an
action,  suit or proceeding by or in the right of the Corporation in relation to
matters as to which it shall be adjudged in such action, suit or proceeding that
such director, officer, employee or agent is liable for negligence or misconduct
in the  performance  of his duties,  unless a court  having  jurisdiction  shall
determine that, despite such adjudication,  such person is fairly and reasonably
entitled to indemnification.

    (c) The foregoing rights of indemnification shall not be deemed exclusive of
any other  rights  to which  any  director,  officer,  employee  or agent may be
entitled or of any power of the  Corporation  apart from the  provisions of this
Section.

    9.02.  Insurance  for  Indemnification.  The  Corporation  may  purchase and
maintain insurance for the indemnification of the Corporation and the directors,
officers,  employees and agents of the Corporation to the full extent and in the
manner  permitted by the  applicable  laws of the United States and the State of
Delaware from time to time in effect.


                                    ARTICLE X

                                   AMENDMENTS

    10.01.  Amendments.  Any by-law  (including  these  By-laws) may be adopted,
amended or  repealed by the vote of the holders of a majority of the shares then
entitled to vote at an election of directors  or by consent of the  stockholders
pursuant to Section 2.03, or by vote of the Board or by the  directors'  written
consent pursuant to Section 3.06.



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