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                               HALLIBURTON COMPANY
                                     BY-LAWS
                                   AS AMENDED


                                     Offices
         1. The registered  office of the  Corporation  required by the Delaware
General  Corporation  Law to be maintained in the State of Delaware  shall be in
the City of  Wilmington,  County of New Castle,  State of  Delaware,  or at such
other office  (which need not be a place of business or principal  office of the
Corporation) as may be designated from time to time by the Board of Directors in
the manner provided by law, and the name of the agent in charge thereof shall be
The Corporation  Trust Company.  The Corporation  shall also have offices in the
Cities of Dallas and  Houston,  State of Texas,  and at such other places as the
Board of Directors may, from time to time, appoint.
                                      Seal
         2. The corporate  seal shall have  inscribed  thereon around the margin
the words "Halliburton Company" and "Delaware" and across the center thereof the
words "Corporate Seal".
                             Stockholders' Meetings
         3. All meetings of the stockholders for the election of Directors shall
be held in the City of  Dallas,  State of Texas,  at such  place as may be fixed
from time to time by the Board of Directors or at such other place either within
or without the State of Delaware as shall be designated from time to time by the
Board of  Directors  and  stated  in the  notice  of the  meeting.  Meetings  of
stockholders  for any other purpose may be held at such time and place within or
without the State of Delaware, as shall be stated in the notice of the meeting.

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<PAGE>

         4.  Annual  meetings  of the  stockholders  shall be held on the  third
Tuesday  in the  month of May each year if not a legal  holiday,  and if a legal
holiday,  then on the next  succeeding  business  day, at 9:00 a.m.,  or at such
other date and time as shall be  designated,  from time to time, by the Board of
Directors and stated in the notice of meeting, at which time they shall elect by
a  plurality  vote a Board  of  Directors,  in the  manner  provided  for in the
Certificate of Incorporation, and transact such other business as may be brought
before the meeting.
         5. At an annual meeting of the  stockholders,  only such business shall
be  conducted as shall have been  properly  brought  before the  meeting.  To be
properly brought before an annual meeting, business must be (i) specified in the
notice of meeting (or any  supplement  thereto)  given by or at the direction of
the Board,  (ii)  otherwise  properly  brought  before the  meeting by or at the
direction of the Board, or (iii) otherwise  properly  brought before the meeting
by a stockholder. In addition to any other applicable requirements, for business
to  be  properly  brought  before  an  annual  meeting  by  a  stockholder,  the
stockholder  must have given timely notice  thereof in writing to the Secretary.
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 ninety (90)
days prior to the first  anniversary  date of the immediately  preceding  annual
meeting  of  stockholders  of the  Corporation.  A  stockholder's  notice to the
Secretary  shall set forth as to each matter the  stockholder  proposes to bring
before the annual meeting, (a) 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,  (b)  the  name  and  address,  as they  appear  on the
Corporation's books, of the stockholder  proposing such business,  (c) the class
and  number of shares of the  Corporation  which are  beneficially  owned by the
stockholder,   (d)  a  representation   that  the  stockholder  or  a  qualified
representative of the stockholder  intends to appear in person at the meeting to
bring the  proposed  business  before the annual  meeting,  and (e) any material
interest of the stockholder in such business.

                                       2
<PAGE>

                  Notwithstanding  anything in the By-laws to the  contrary,  no
business shall be conducted at the annual meeting except in accordance  with the
procedures set forth in this Section 5; provided,  however, that nothing in this
Section 5 shall be deemed  to  preclude  discussion  by any  stockholder  of any
business  properly  brought  before the annual  meeting in accordance  with said
procedure.
                  The Chairman of an 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 5, and if
he should so determine, he 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 5, a
stockholder shall also comply with all applicable requirements of the Securities
and Exchange Act of 1934, as amended, and the rules and regulations  promulgated
thereunder with respect to the matters set forth in this Section 5.
         6. Only persons who are  nominated  in  accordance  with the  following
procedures  shall be eligible for election as Directors.  Nominations of persons
for  election  to the Board of  Directors  of the  Corporation  may be made at a
meeting of stockholders  (i) by or at the direction of the Board of Directors by
any  nominating  committee  or  person  appointed  by the  Board  or (ii) by any
stockholder of the Corporation entitled to vote for the election of Directors at
the  meeting  and who  complies  with the  notice  procedures  set forth in this
Section 6. Such nominations, other than those made by or at the direction of the
Board,  shall be made pursuant to timely notice in writing to the Secretary.  To

                                       3
<PAGE>

be timely,  a stockholder's  notice shall be delivered to or mailed and received
at the principal  executive  offices of the  Corporation  (a) with respect to an
election to be held at the annual meeting of stockholders,  not less than ninety
(90)  days  prior to the first  anniversary  date of the  immediately  preceding
annual meeting of  stockholders  of the  Corporation  and (b) with respect to an
election  to be held at a special  meeting of  stockholders,  not later than the
close of business on the tenth (10th) day  following  the day on which notice of
the date of the special meeting was mailed to stockholders or public  disclosure
of the date of the  special  meeting  was made,  whichever  first  occurs.  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,
(i) the name, age,  business address and residence  address of the person,  (ii)
the principal occupation or employment of the person, (iii) the class and number
of shares of capital stock of the Corporation  which are  beneficially  owned by
the  person,  and (iv) all other  information  relating  to the  person  that is
required to be disclosed in solicitations for 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  capital  stock of the  Corporation  which are
beneficially owned by the stockholder.  The Corporation may require any proposed
nominee to furnish such other  information  as may reasonably be required by the
Corporation to determine the  eligibility  of such proposed  nominee to serve as
Director  of the  Corporation.  Other  than  Directors  chosen  pursuant  to the
provisions of Section 13, no person shall be eligible for election as a Director
of the Corporation  unless nominated in accordance with the procedures set forth
herein.

                                       4
<PAGE>

                  The  Chairman  of the  meeting  shall,  if the facts  warrant,
determine  and  declare  to the  meeting  that a  nomination  was  not  made  in
accordance with the foregoing procedure, 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 6, 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 6.
         7.  The  holders  of  a  majority  of  the  voting   stock  issued  and
outstanding,  present in person,  or  represented  by proxy shall  constitute  a
quorum at all meetings of the stockholders for the transaction of business.
         8. At each  meeting,  every  stockholder  shall be  entitled to vote in
person or by proxy and shall  have one (1) vote for each  share of voting  stock
registered  in his name on the stock  books  except as  provided  in  Section 13
hereof.
         9. Written  notices of the annual meeting shall be mailed not less than
ten (10) nor more than  sixty (60) days  before the date of the  meeting to each
stockholder  entitled  to vote at such  meeting  directed  to his  address as it
appears on the records of the Corporation.
         10.  A  complete  list  of the  stockholders  entitled  to vote at each
meeting of the  stockholders,  arranged in alphabetical  order,  and showing the
address of each  stockholder and the number of shares  registered in the name of
each  stockholder  shall be prepared and shall be open to the examination of any
stockholder,  for any purpose  germane to the meeting during  ordinary  business

                                       5
<PAGE>

hours, for a period of at least ten (10) days prior to the meeting,  either at a
place  within the city where the  meeting is to be held,  which  place  shall be
specified in the notice of meeting, or, if not so specified,  at the place where
the meeting is to be held.  The list shall also be produced and kept at the time
and place of the meeting during the whole time thereof,  and may be inspected by
any stockholder who is present.
         11. Special  meetings of the stockholders may be called by the Chairman
of the Board, the Chief Executive  Officer,  the President (if a Director),  the
Board of Directors,  or by  stockholders  owning a majority in the amount of the
entire stock of the Corporation with voting privileges issued and outstanding.
         12. Written notice of a special meeting of stockholders shall be mailed
not less than ten (10) nor more than  fifty  (50)  days  before  the date of the
meeting to each  stockholder  entitled to vote at such  meeting  directed to his
address as it appears on the records of the Corporation.
         13. Cumulative  voting shall not be allowed.  Each stockholder shall be
entitled, at all elections of Directors of the Corporation,  to as many votes as
shall equal the number of shares of stock held and owned by him and  entitled to
vote at such meeting under Article EIGHTH of the  Certificate of  Incorporation,
as amended, for as many Directors as there are to be elected,  unless such right
to  vote in such  manner  is  limited  or  denied  by  other  provisions  of the
Certificate of Incorporation.
                  Vacancies  caused by the death or  resignation of any Director
and newly created  directorships  resulting  from any increase in the authorized
number  of  Directors  may be  filled  by a vote of at least a  majority  of the
Directors then in office, though less than a quorum, and the Directors so chosen
shall hold office until the next annual meeting of the stockholders.

                                       6
<PAGE>

                                    Directors
         14. The property and  business of the  Corporation  shall be managed by
its Board of Directors. The number of Directors which shall constitute the whole
Board  shall not be less than eight (8) nor more than  twenty  (20).  Within the
limits  above  specified,  the  number  of  Directors  shall  be  determined  by
resolution  of the  Board of  Directors  or by the  stockholders  at the  annual
meeting.  Each  Director  shall be elected to serve for the term of one (1) year
and until his successor shall be elected and shall qualify.
         15. The Directors  shall hold their meetings in Dallas,  Texas,  and at
such  other  places  as they  may  designate,  and may  keep  the  books  of the
Corporation outside of Delaware,  in the City of Dallas, Texas, or at such other
places as they may, from time to time, determine.
         16.  In  addition  to the  powers  and  authorities  by  these  By-laws
expressly  conferred  upon them,  the Board may  exercise all such powers of the
Corporation  and do all such  lawful  acts and  things as are  permitted  by the
Certificate of Incorporation and not by statute required to be exercised or done
by the stockholders.
         17. Each  member of  the Board  shall be  paid such fee as the Board of
Directors  may,  from time to time, by resolution determine.
                              Meetings of the Board
         18.  Immediately  after each annual  stockholders'  meeting,  the newly
elected  Board shall meet and for the ensuing year elect such officers with such
titles  and  duties  as may be  necessary  to  enable  the  Corporation  to sign
instruments and stock  certificates which comply with Sections 103(a)(2) and 158
of Chapter 1, General  Corporation Laws of the State of Delaware,  and may elect
such other officers as may be specified in these By-laws or as may be determined
by the Board and shall  attend to such  other  business  as may come  before the
Board.

                                       7
<PAGE>

         19. Regular   meetings   of  the Board  may be held  without  notice at
such time and place as shall be determined by the Board.
         20. At all meetings of the Board, a majority of Directors shall be
necessary to constitute a quorum.
         21. Special  meetings of the Board may be called by the Chairman of the
Board, the Chief Executive Officer or the  President  (if a  Director)  upon one
(1) day's notice to each Director either personally  or in the manner  permitted
by Section 42 hereof.  Special  meetings  shall be  called  by the  Chairman  of
the  Board,  the Chief  Executive  Officer,  the President  or Secretary in like
manner and on like notice on the written request of two (2) Directors.
                                    Officers
         22. The officers of the Corporation shall be a Chairman of the Board, a
Chief Executive  Officer,  a President,  one or more Vice Presidents (any one or
more  of  whom  may be  designated  Executive  Vice  President  or  Senior  Vice
President),  a  Secretary,  a Treasurer,  a  Controller,  one or more  Assistant
Secretaries, one or more Assistant Treasurers, and, if the Board of Directors so
elects,  one or more Vice Chairmen.  Such officers shall be elected or appointed
by  the  Board  of  Directors.  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
provided,  as may be  prescribed  by the  Board  of  Directors  or by the  Chief
Executive Officer acting under authority delegated to him by the Board.

                                       8
<PAGE>

         23. The  Chairman of the Board and the Chief  Executive  Officer  shall
be  members  of the Board.  The other officers need not be members of the Board.
Any two (2) or more offices may be held by the same person.
         24. The Board may elect or appoint such other officers and agents as it
may deem necessary,  who shall have such authority and shall perform such duties
as shall be prescribed by the Board.
         25. The officers of the Corporation  shall hold office for one (1) year
from date of their  election and until their  successors are chosen and qualify.
Any officer  elected or appointed by the Board may be removed at any time by the
affirmative vote of a majority of the whole Board.
                                 Officer Duties
                              Chairman of the Board
         26. The  Chairman  of the Board  shall  preside at all  meetings of the
Board of  Directors  and  stockholders.  The  Chairman  of the Board  shall have
authority to call meetings of the stockholders and the Board of Directors and of
any  standing or special  committee  appointed  by or upon the  authority of the
Board of Directors and shall have such other powers and duties as may, from time
to time, be prescribed by the Board of Directors.
                             Chief Executive Officer
         27. In the absence or  disability  of the  Chairman  of the Board,  the
Chief Executive  Officer shall preside at meetings of the  stockholders  and the
Board of Directors.  The Chief  Executive  Officer shall have  authority to call
meetings of the  stockholders  and the Board of Directors and of any standing or
special committee appointed by or upon authority of the Board of Directors.  The
Chief Executive  Officer shall have the general  management and direction of the

                                       9
<PAGE>

business and affairs of the Corporation,  subject to the control of the Board of
Directors.  Such officer  shall have the power to appoint and  discharge any and
all agents and employees of the Corporation not elected or appointed directly by
the Board of Directors.  The Chief  Executive  Officer shall sign all papers and
documents to which such officer's  signature may be necessary or appropriate and
shall have such  other  powers  and  duties as  usually  devolve  upon the chief
executive  officer of a corporation,  and such further powers and duties as may,
from time to time, be prescribed for him by the Board of Directors.
                                  Vice Chairman
         28. The Vice Chairman or, if there be more than one, the Vice Chairmen,
shall be subject to the  direction  and control of the Chief  Executive  Officer
and, in turn,  the Board of  Directors.  The Vice  Chairman or, if there be more
than one, the Vice  Chairmen,  shall assist the Chief  Executive  Officer in the
general management and direction of the business and affairs of the Corporation,
shall sign such papers and  documents  as may be  necessary  or  appropriate  in
connection with the operations of the Corporation,  make reports to the Board of
Directors and have such further  powers and duties as may, from time to time, be
prescribed  by the Board of Directors  or the Chief  Executive  Officer.  A Vice
Chairman need not be a Director.
                                    President
         29.  The  President  shall  be  the  Chief  Operating  Officer  of  the
Corporation  and  shall  have  general  management  of  the  operations  of  the
Corporation,  subject  to the  direction  and  control  of the  Chief  Executive
Officer,  and, in turn,  the Board of Directors.  The  President  shall sign all
papers and  documents  to which such  officer's  signature  may be  necessary or
appropriate in connection with the operations of the  Corporation,  make reports
to the Board of Directors  and have such further  powers and duties as may, from

                                       10
<PAGE>

time to time,  be  prescribed  by the Board of Directors or the Chief  Executive
Officer. In the absence or disability of the Chief Executive Officer, the powers
and  duties of the Chief  Executive  Officer  shall be vested in the  President;
provided,  however, that the President shall not have authority to call meetings
of the stockholders,  the Board of Directors or the committees  appointed by the
Board, or to preside at meetings of the  stockholders or the Board of Directors,
unless he is also a Director.
                               The Vice Presidents
         30.  The  Vice  President  or,  if  there be more  than  one,  the Vice
Presidents shall assist in the management of the business of the Corporation and
the implementation of resolutions and orders of the Board of Directors. If there
be more than one Vice  President,  the Board of Directors  may  designate one or
more of them as Executive Vice President or Senior Vice President among the Vice
Presidents  and may also grant to such officers and other Vice  Presidents  such
titles as shall be  descriptive of their  respective  functions or indicative of
their relative seniority.  The Vice President or, if there be more than one, the
Vice  Presidents,  shall have such other powers and duties as may,  from time to
time, be prescribed by the Board of Directors or the Chief Executive Officer.
                      The Secretary and Assistant Secretary
         31. The  Secretary  shall attend all sessions of the Board of Directors
and all meetings of the stockholders and record all votes and the minutes of all
proceedings  in a book to be kept for that  purpose.  The  Secretary  shall have
custody of the  corporate  seal and the  Secretary,  or an assistant  secretary,
shall have authority to affix the same to any instrument  requiring it and, when
so affixed, it may be attested by the Secretary's  signature or by the signature

                                       11
<PAGE>

of such  assistant  secretary.  The Secretary  shall give, or cause to be given,
notice of all meetings of the  stockholders and special meetings of the Board of
Directors,  and shall  have such  other  duties  as may,  from time to time,  be
assigned by the Board of Directors or the Chief Executive Officer.
         The  Assistant  Secretary  or, if there be more than one, the Assistant
Secretaries  in the  order  of  their  election  shall,  in the  absence  of the
Secretary  or in the  event of the  Secretary's  inability  or  refusal  to act,
perform the duties and exercise the powers of the  Secretary  and shall  perform
such other  duties and have such other  powers as the Board of  Directors or the
Chief Executive Officer may from time to time prescribe.
                      The Treasurer and Assistant Treasurer
         32. The  Treasurer  shall have the custody of the  corporate  funds and
securities   and  shall  keep  full  and  accurate   accounts  of  receipts  and
disbursements.  The Treasurer  shall  distribute the funds of the Corporation as
may be ordered by the Board of Directors and shall render to the Chief Executive
Officer and Board of Directors,  whenever they may require it, an account of all
such  transactions  and of the  financial  condition  of  the  Corporation.  The
Treasurer  shall  give the  Corporation  a bond,  if  required  by the  Board of
Directors,  in a sum and with sureties  satisfactory  to the Board of Directors.
The  Treasurer  shall  have  such  other  duties as may,  from time to time,  be
assigned by the Board of Directors or the Chief Executive Officer.
                  The  Assistant  Treasurer or, if there shall be more than one,
the Assistant Treasurers in the order of their election shall, in the absence of
the  Treasurer or in the event of the  Treasurer's  inability or refusal to act,
perform the duties and exercise the powers of the  Treasurer  and shall  perform
such duties and have such other  powers as the Board of  Directors  or the Chief
Executive Officer may from time to time prescribe.

                                       12
<PAGE>

                                 The Controller
         33.  The  Controller  shall  be the  chief  accounting  officer  of the
Corporation;  shall keep full and accurate accounts of all assets,  liabilities,
commitments,  receipts,  disbursements  and other financial  transactions of the
Corporation and its  subsidiaries in books belonging to the  Corporation;  shall
cause  regular  audits of such books and  records  to be made and shall  furnish
financial  statements  and reports as, from time to time, may be required by the
Board of Directors  or the Chief  Executive  Officer;  and shall have such other
duties as may,  from time to time,  be assigned by the Board of Directors or the
Chief Executive Officer.
                                    Vacancies
         34. If any  office of the  Corporation  is vacant for any  reason,  the
Board of  Directors  may  choose a  successor,  who shall  hold  office  for the
unexpired  term,  or the powers or duties of any such office may be delegated as
the Board may determine.
                       Duties of Officers May Be Delegated
         35. In case of the absence, inability or refusal to act of any officer,
the Board may  delegate  the  powers  or  duties  of such  officer  to any other
officer, for the time being.
                                  Capital Stock
         36. (a) Shares.  The shares of the Corporation  shall be represented by
certificates or shall be uncertificated.  Each registered holder of shares, upon
request to the  Corporation,  shall be  provided  with a  certificate  of stock,
representing  the  number  of shares  owned by such  holder.  Absent a  specific
request for such a certificate  by the registered  owner or transferee  thereof,
all shares shall be  uncertificated  upon the original  issuance  thereof by the
Corporation or upon the surrender of the certificate representing such shares to
the Corporation.

                                       13
<PAGE>

                  The Board of Directors  shall have power and authority to make
such  rules and  regulations  as it may deem  expedient  concerning  the  issue,
transfer and registration of uncertificated shares or certificates for shares of
stock of the Corporation.
                  (b)  Certificates  For Shares of Stock.  The  certificates for
shares of stock of the Corporation  shall be in such form, not inconsistent with
the  Certificate  of  Incorporation,  as  shall  be  approved  by the  Board  of
Directors.  All  certificates  shall be signed by the Chairman of the Board, the
President or any Vice President,  and by the Secretary or an Assistant Secretary
of the  Corporation  and  countersigned  by an  independent  transfer  agent and
registered by an  independent  registrar.  Any or all of the  signatures  may be
facsimiles  unless the regulations of the New York Stock Exchange then in effect
shall require to the contrary.
                  In case  any  officer,  transfer  agent or  registrar  who has
signed or whose  facsimile  signature has been placed upon a  certificate  shall
cease to be such officer, transfer agent or registrar before such certificate is
issued,  it may nevertheless be issued and delivered by the Corporation with the
same effect as if he were such officer,  transfer agent or registrar at the date
of issue.
                  All  certificates  for shares of stock shall be  consecutively
numbered  as the same are  issued.  The name of the  person  owning  the  shares
represented thereby with the number of such shares and the date of issue thereof
shall be entered on the books of the Corporation.
                  (c) Statements Relating to Uncertificated  Shares.  Within two
business days after uncertificated shares have been registered,  the Corporation
or its  transfer  agent  shall send to the  registered  owner  thereof a written
statement containing a description of the issue of which such shares are a part,
the  number  of  shares  registered,  the date of  registration  and such  other
information as may be required or appropriate.

                                       14
<PAGE>

                               Transfer of Shares
         37. Upon  surrender to the  Corporation  or the  transfer  agent of the
Corporation  of a certificate  for shares duly endorsed or accompanied by proper
evidence of succession,  assignation or authority to transfer,  the  Corporation
shall issue or cause to be issued  uncertificated shares or, if requested by the
appropriate person, a new certificate to the person entitled thereto, cancel the
old  certificate  and record the  transaction  upon its books.  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  shall be made to the  person  entitled  thereto  and the
transaction shall be recorded upon the books of the Corporation.
                                  Record Dates
         38.  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 sixty (60) nor less than ten (10) days  before the date of such
meeting,   nor  more  than  sixty  (60)  days  prior  to  any  other  action.  A
determination  of  stockholders  of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board may fix a new record date for the adjourned meeting.


                                       15
<PAGE>

                           Checks and Debt Instruments
         39. All checks, unless otherwise directed by the Board, shall be signed
by the Treasurer or Assistant Treasurer and countersigned by the Chief Executive
Officer,  President,  any Vice  President or the  Controller.  The  Treasurer or
Assistant Treasurer, Chief Executive Officer, President, any Vice President, the
Controller,  or any one of them,  may appoint such  officers or employees of the
Corporation as the one or ones so making the appointment shall deem advisable to
audit and approve  Corporation  vouchers and checks and to sign such checks with
an approved  mechanical  check-signer.  Any officer or employee so designated to
audit,  approve or sign checks shall execute a bond to the  Corporation  in such
amount as the Directors,  from time to time,  may  designate,  and with sureties
satisfactory to the Directors. All notes, debentures and bonds, unless otherwise
directed by the Board, or unless  otherwise  required by law, shall be signed by
the Treasurer or Assistant  Treasurer and  countersigned  by the Chief Executive
Officer, President or any Vice President.
                                    Dividends
         40. Dividends  upon  the capital  stock,  when earned,  may be declared
by the Board at any regular or special meeting.
         41. Before payment of any dividend, there shall be set aside out of the
surplus or net  profits of the  Corporation  such sum or sums as the  Directors,
from time to time, think proper as a reserve fund to meet contingencies,  or for
such other  purposes as the Directors  shall think  conducive to the interest of
the Corporation.

                                       16
<PAGE>
                                     Notice
         42. Whenever, under the provisions of these By-laws, notice is required
to be given it shall not be construed to mean personal  notice,  but such notice
may be given in  writing  by mail,  addressed  to such  stockholder,  officer or
Director,  at such  address as appears on the records of the  Corporation,  with
postage thereon prepaid, and such notice shall be deemed to be given at the time
when the same shall be deposited in the United  States mail.  Notice may also be
given by prepaid telegram,  telex or facsimile transmission,  which notice shall
be deemed to have been given when sent or transmitted.
         43. Any stockholder, Director or officer may waive any notice  required
to be given  under these By-laws.
                         Amendment or Repeal of By-laws
         44. These By-laws may be altered or repealed at any regular  meeting of
the  stockholders,  or at any  special  meeting of the  stockholders  at which a
quorum is present or represented,  provided notice of the proposed alteration or
repeal be contained in the notice of such special  meeting,  by the  affirmative
vote of the  majority of the  stockholders  entitled to vote at such meeting and
present or represented  thereat,  or by the affirmative  vote of the majority of
the Board of  Directors at any regular  meeting of the Board,  or at any special
meeting  of the  Board,  if  notice  of the  proposed  alteration  or  repeal be
contained  in the notice of such special  meeting;  provided,  however,  that no
change  in these  By-laws  setting  the time or  place  of the  meeting  for the
election of  Directors  shall be made within sixty (60) days next before the day
on which such meeting is to be held, and that in case of any change in such time
or place,  notice  thereof  shall be given to each  stockholder  in person or by
letter  mailed to his last known post office  address at least  twenty (20) days
before the meeting is held.

                                       17
<PAGE>

                       Provisions for National Emergencies
         45. During periods of emergency  resulting from an attack on the United
States or on a  locality  in which the  Corporation  conducts  its  business  or
customarily  holds  meetings of its Board of Directors or its  stockholders,  or
during  any  nuclear  or  atomic  disaster,  or  during  the  existence  of  any
catastrophe,  or other similar  emergency  condition,  the following  provisions
shall apply  notwithstanding  any different  provisions  elsewhere  contained in
these By-laws:
                  (a) Whenever, during such emergency and as a result thereof, a
quorum of the Board of Directors or a standing  committee thereof cannot readily
be convened  for  action,  a meeting of such Board or  committee  thereof may be
called by any  officer or  Director by a notice of the time and place given only
to such of the  Directors as it may be feasible to reach at the time and by such
means as may be  feasible  at the time,  including  publications  or radio.  The
Director or Directors in attendance  at the meeting  shall  constitute a quorum;
provided,  however,  that the  officers or other  persons  present who have been
designated  on a list  approved by the Board before the  emergency,  all in such
order of priority and subject to such  conditions and for such period of time as
may be provided in the resolution approving such list, or in the absence of such
a resolution, the officers of the Corporation who are present, in order of rank,
and within the same rank in order of seniority,  shall to the extent required to
provide a quorum be deemed Directors for such meeting.
                  (b) The Board, either before or during any such emergency, may
provide,  and from time to time modify,  lines of  succession  in the event that
during such emergency any or all officers or agents of the Corporation shall for
any reason be rendered incapable of discharging their duties.

                                       18
<PAGE>

                  (c) The Board either before or during any such emergency, may,
effective  in the  emergency,  change  the  head  office  or  designate  several
alternative  head offices or regional  offices,  or authorize the officers so to
do.
                  (d) No officer, Director or employee acting in accordance with
this article shall be liable except for willful misconduct.
                  (e) To the  extent not  inconsistent  with this  article,  all
other  articles of these  By-laws  shall remain in effect  during any  emergency
described  in this  article  and upon its  termination  the  provisions  of this
article covering the duration of such emergency shall cease to be operative.
                        Divisions and Divisional Officers
                            Groups and Group Officers
         46.      (a) Divisions of the Corporation may be formed,  and  existing
divisions dissolved, by resolution of the Board of Directors of the  Corporation
or through  designation in writing by the Chief  Executive Officer.
                  The Chief Executive Officer, or his delegate,  shall supervise
the  management  and operations of its divisions and shall have the authority to
appoint  the  officers  thereof  and the  power to  remove  them and to fill any
vacancies.
                  To  the  extent  not  inconsistent  with  these  By-laws  or a
resolution  of the Board of Directors of the  Corporation,  the officers of each
division  shall perform such duties and have such  authority with respect to the
business and affairs of that  division as may be granted,  from time to time, by
the Chief  Executive  Officer,  or his delegate.  With respect to the affairs of
such division and in the regular course of business of such  division,  officers

                                       19
<PAGE>

of each  division  may sign  contracts  and other  documents  in the name of the
division, where so authorized;  provided,  however, subject to the provisions of
the next succeeding sentence of this paragraph,  that an officer of one division
shall not have authority to bind any other division of the  Corporation,  nor to
bind the Corporation,  except as to the normal and usual business and affairs of
the division of which he is an officer.  Notwithstanding  the  provisions of the
preceding sentence, if a division of the Corporation is formed to provide shared
services for the Corporation and/or its operating units, officers, to the extent
that and with  respect  to  matters  to which  they  have  been  delegated  such
authority in writing by the Chief Executive Officer or his delegate, may execute
contracts  in the  name of and  bind the  Corporation  or any of its  divisions;
provided,  however,  that no  officer of a  division  formed to  perform  shared
services  shall  contract in the name of or otherwise bind a subsidiary or other
legal entity in which the  Corporation  owns an interest  with respect to shared
services  matters unless such officer of such division taking such action (i) is
an officer of such  subsidiary or such other legal entity and is duly authorized
to take such  action in the name of and on  behalf of such  subsidiary  or other
legal  entity or (ii) takes such  action on behalf of such  subsidiary  or other
legal entity  pursuant to the grant of a duly  authorized  power of attorney.  A
divisional officer, unless specifically elected to one of the designated offices
of the Corporation, shall not be construed as an officer of the Corporation.
                  (b)  To  facilitate   the  attainment  of  certain  goals  and
objectives by various  divisions and subsidiaries of the Corporation  engaged in
common  pursuits or in  activities  within the same or similar areas of business
activity,  a group or groups of such subsidiaries and divisions may be formed by
resolution of the Board of Directors of the  Corporation or through  designation
in writing by the Chief Executive Officer, or his delegate.

                                       20
<PAGE>

                  The  activities  of any such group shall be  administered  and
coordinated by the officers of the group and, if desired by the Chief  Executive
Officer, or his delegate,  by an operating committee.  In such event, the number
of  members  of such  operating  committee  shall  be  determined  by the  Chief
Executive  Officer,  or his delegate,  who shall appoint the members thereof and
have the power to remove them and substitute  other  members.  The duties of any
such operating  committee shall be to aid in the administration and coordination
of group  activities and to consult with and advise the officers of the group in
achieving goals and objectives of such group.
                  Officers of a group  established  pursuant  to the  provisions
hereof may include a  chairman,  a  president,  one or more vice  presidents,  a
treasurer,  a secretary and such other officers as may facilitate  operations of
the  group.  The  Chief  Executive  Officer,  or his  delegate,  shall  have the
authority to appoint the officers of a group and the power to remove them and to
fill any  vacancies.  To the extent  not  inconsistent  with these  By-laws or a
resolution  of the Board of Directors of the  Corporation,  the officers of each
group shall have such duties and authority  with respect to the  activities  and
affairs  of the  group  as may be  granted,  from  time to  time,  by the  Chief
Executive Officer, or his delegate.
                  Contracts  may not be  entered  into in the name of any group,
but any officer of the group,  where so  authorized,  may execute  contracts and
other  documents in the name of the  Corporation on behalf of the members of the
group  or any  division  of the  Corporation  that  is a  member  of the  group;
provided,  however, that in no case shall an officer of the group have authority
to bind the  Corporation  except as to the normal and usual business and affairs
of the group of which he or she is an officer; and provided further that a group
officer  may not execute  contracts  for any  subsidiary  who is a member of the
group unless (i) he or she executes  the same under a duly  authorized  power of
attorney or (ii) he or she is also an officer of such  subsidiary  and  executes
the contract in such capacity.

                                       21
<PAGE>

                                 Indemnification
         47. (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 is or was or has  agreed to become a  director
or officer of the Corporation or is or was serving or has agreed to serve 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,  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 or having agreed to serve as a director or officer shall
be  indemnified  and held  harmless by the  Corporation  to the  fullest  extent
authorized by the Delaware  General  Corporation  Law, as the same exists or may
hereafter  be  amended,  (but,  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 serve in the  capacity  which  initially  entitled  such person to
indemnity  hereunder  and  shall  inure  to the  benefit  of  his or her  heirs,
executors and  administrators;  provided,  however,  that the Corporation  shall

                                       22
<PAGE>

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 of the  Corporation.
The right to  indemnification  conferred  in this Section 47 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;
provided,  however,  that, if the Delaware General Corporation Law 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  Section or
otherwise.
                  (b) If a claim under  Paragraph  (a) of this Section 47 is not
paid in full by the  Corporation  within  ninety days after a written  claim 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  standards of conduct which make it  permissible  under
the Delaware  General  Corporation  Law for the  Corporation  to  indemnify  the
claimant for the amount claimed, but the burden of proving such defense shall be

                                       23
<PAGE>

on the Corporation.  Neither the failure of the Corporation (including its Board
of Directors,  independent  legal counsel,  or its  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  Delaware  General  Corporation
Law, nor an actual  determination  by the  Corporation  (including  its Board of
Directors, independent legal counsel, or its 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.
                  (c) The  right  to  indemnification  and the  advancement  and
payment of expenses  conferred  in this Section 47 shall not be exclusive of any
other right which any person may have or hereafter acquire under any law (common
or statutory), provision of the Certificate of Incorporation of the Corporation,
By-law, agreement, vote of stockholders or disinterested directors or otherwise.
                  (d) The Corporation may maintain insurance, at its expense, to
protect  itself and any person who is or was serving as 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, 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 Delaware General Corporation Law.
                  (e)  If  this  Section  47 or  any  portion  hereof  shall  be
invalidated  on any  ground by any  court of  competent  jurisdiction,  then the
Corporation  shall  nevertheless  indemnify  and hold  harmless each director or
officer  of  the  Corporation  as to  costs,  charges  and  expenses  (including
attorneys' fees),  judgments,  fines and amounts paid in settlement with respect
to any action, suit or proceeding,  whether civil,  criminal,  administrative or
investigative  to the full extent  permitted by any  applicable  portion of this
Section 47 that shall not have been invalidated and to the full extent permitted
by applicable law.

Revised effective September 29, 1998


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