By-Laws - Avon Products, Inc.



                                                         December 2, 1999


                                     BY-LAWS

                                        OF

                                 AVON PRODUCTS, INC.


                                    ARTICLE I

                                    OFFICES

     Section 1.   Location.   The principal office of the corporation shall
be located in the City of New York, County of New York.  The post office 
address to which the Secretary of State shall mail a copy of any process 
against the corporation served upon him is 1345 Avenue of the Americas, New
York, New York 10105.

     The corporation may also have other offices at such places either
withinor without the State of New York as the board of directors may from
time to time designate or the business of the corporation may require.


                                    ARTICLE II

                             MEETINGS OF SHAREHOLDERS

     Section 1.   Annual Meeting.   The annual meeting of the shareholders of
the corporation, for the election of directors and the transaction of such 
other business as may properly come before said meeting, shall be held 
annually at such place within or without the State of New York as may from 
time to time be designated by the directors and set forth in the notice of
the meeting.  The meeting shall be held on the first Thursday in May or on
such other date during the months of April or May in each year as may from
time to time be designated by the directors and set forth in the notice of
the meeting.  The chairman of the board of directors, or another member of
the board of directors appointed by the chairman, shall be the presiding
officer at every meeting of the shareholders of the corporation.






     Section 2.   Special Meetings.   Special meetings of shareholders, 
unless otherwise prescribed by law, may be called for any purpose or purposes
at any time by the chairman of the board or the president or by the order of
the board of directors, and special meetings of shareholders prescribed by
law for the election of directors shall be called by the board or by the
secretary or an assistant secretary upon demand as prescribed by law.  Such
meetings shall, except as otherwise prescribed by law, be held at such time
and placewithin or without the State of New York as shall be designated by
the person, or in the order of the board of directors, calling such meeting.

     Section 3.   Notice of Meetings.   A copy of the notice of every annual
and special meeting of shareholders, other than any meeting the giving of 
notice of which is otherwise prescribed by law, stating the place, date and 
hour thereof, and in the case of any special meeting, indicating that it is 
being issued by or at the direction of the person or persons calling the 
meeting and setting forth the purposes for which the meeting  is called, shall
be given personally, electronically, or mailed, at least ten but not more than
fifty days before such meeting, to each shareholder of record entitled to vote
thereat.  If sent electronically, such notice shall be directed to the e-mail
address provided by the shareholder in writing.  If mailed, such copy shall b
deposited in the United States mail with postage thereon prepaid, directed to
each such shareholder at his address as the same appears on the record of 
shareholders of the corporation or, if he shall have filed with the secretary
of the corporation a written request that notices to him be mailed to some 
other address, then directed to him at such other address.  If any meeting,
annual or special, action is proposed to be taken which would, if taken, 
entitle shareholders fulfilling the requirements of law to receive payment for
their shares, the notice of the meeting shall include a statement of that 
purpose and to that effect.

     Section 4.   Quorum.   At all meetings of shareholders, except as 
otherwise expressly provided by law, there shall be present either in person
or by proxy shareholders of record holding at least a majority of the shares
entitled to vote at such meetings in order to constitute a quorum, but less 
than a quorum shall have the power to adjourn any meeting until a quorum shall
be present.  The presiding officer at any meeting of shareholders may adjourn
such meeting at any time for the purpose of determining whether a quorum is 
present or for any other reason.  When a quorum is once present to organize a
meeting, it is not broken by the subsequent withdrawal of any shareholders.




     Section 5.   Voting.   At every meeting of shareholders every 
shareholder of record shall be entitled to one vote for every share standing
in his name on the record of shareholders on any matter to be voted upon at
such meeting, unless otherwise provided in the certificate of incorporation,
and may exercise such voting right either in person or by proxy, except that
no proxy shall be voted on after eleven months from its date unless otherwise
provided in the proxy. As provided in the certificate of incorporation, at all
elections of directors each shareholder shall be entitled to as many votes as
shall equal the number of votes which (except for such provision) he would be 
entitled to cast for the election of directors with respect to his shares, 
multiplied by the number of directors to be elected, and he may cast all of 
such votes for a single director or may distribute them among the number to be
voted for, or any two or more of them, as he may see fit.  No share of stock 
shall be voted at any meeting by any person other than (i) the owner thereof 
registered as such on the corporation's books on the record date fixed by the
directors, or (ii) the duly appointed proxy of such registered owner.  Any 
vote for directors and/or proposals that shall be presented at a shareholders'
meeting may be by written, telephonic or electronic means.  This includes, but
is not limited to, written ballots, telegrams, cablegrams, facsimile or 
internet transmissions, provided that such electronic transmissions are 
submitted with proof that such electronic transmission is authorized by the 
shareholder.

     Section 6.   Inspectors of Voting.   The board of directors, in advance 
of any shareholders' meeting, may appoint one or more inspectors to act at the
meeting or any adjournment thereof.  If inspectors are not so appointed, the 
person presiding at a shareholders' meeting may, and on the request of any 
shareholder entitled to vote thereat shall, appoint one or more inspectors.
In case any person appointed fails to appear or act, the vacancy may be filled
by appointment made by the board of directors in advance of the meeting or at 
the meeting by the person presiding thereat.  Inspectors, none of whom shall 
be an officer, director or a candidate for the office of director, shall 
determine the number of shares outstanding and the voting power of each, the 
shares represented at the meeting, the existence of a quorum, the validity and
effect of proxies, and shall determine and report to the meeting as to the 
results of all voting (by ballot or otherwise) on all matters submitted to a 
vote at the meeting.  Each inspector, before entering upon the discharge of 
his duties, shall take and sign an oath faithfully to execute the duties of 
inspector at such meeting with strict impartiality and according to the best
of his ability.



     Section 7.   Voting List of Shareholders.   A list of shareholders as of
the record date, certified by the corporate officer responsible for its 
preparation or by a transfer agent, shall be produced at any meeting of 
shareholders upon the request thereat or prior thereto of any shareholder.  If
the right to vote at any meeting is challenged, the inspectors of election, or
person presiding thereat, shall require such list of shareholders to be 
produced as evidence of the right of the persons challenged to vote at such 
meeting, and all persons who appear from such list to be shareholders entitled
to vote thereat may vote at such meeting.

     Section 8.   Conduct of Meetings of Shareholders.   Subject to the 
following and any other provisions of the corporation's certificate of 
incorporation or by-laws, meetings of shareholders generally shall follow 
accepted rules of parliamentary procedure, as determined by the presiding 
officer at such meeting.

     (a)  The presiding officer of the meeting shall have absolute authority
over matters of procedure, and there shall be no appeal from the ruling of the
presiding officer.  If the presiding officer, in his absolute discretion, 
deems it advisable to dispense with the rules of parliamentary procedure as to
any meeting or any part thereof, the presiding officer shall so state and 
shall also state the rules under which the meeting or any part thereof shall 
be conducted.

     (b)  In order to prevent disruption or disorder which could interfere 
with the conduct of the business of the meeting or for any other reason deemed
necessary or advisable, the presiding officer at any meeting may, in his sole
discretion, quit the chair and announce the adjournment of the meeting; and 
upon his so doing, the meeting is thereupon adjourned.

     (c)  Any other motion for adjournment, if otherwise properly made, 
other than a motion to adjourn at the close of business of the meeting or a 
motion to adjourn for the purpose of tabulating votes or proxies, shall be 
disposed of by a per share vote.

     (d)  The presiding officer of the meeting may require that any person 
not a bona fide shareholder of record or the proxy of a bona fide shareholder
of record leave the meeting.

     (e)  A resolution or motion shall be considered for a vote at a meeting
only if (i) proposed by a bona fide shareholder of record or a duly authorized
proxy of such a 



shareholder of record, (ii) seconded by a bona fide shareholder of record or a
duly authorized proxy of such a shareholder of record (other than the 
individual proposing the resolution or motion) and (iii) such resolution or 
motion is ruled in order by the presiding officer of the meeting in his sole 
discretion, which order shall not be appealable.

     (f)  At any meeting called for the election of directors, the polls 
shall be opened and closed at the times and in the manner directed by the 
presiding officer of such meeting.  Once the presiding officer has announced
the closing of the polls, no further voting shall be permitted.

     Section 9.   Notice of Proposed Shareholder Business.   

     (a)  A proposal of business to be considered by the shareholders at an 
annual meeting of shareholders ('annual meeting') may be made (i) pursuant to
the corporation's notice of meeting, (ii) by or at the direction of the board
of directors or (iii) by any shareholder of the corporation who was a 
shareholder of record at the time of giving notice provided for in this 
Section 9, who is entitled to vote at the meeting and who complies with the 
notice procedures set forth in this Section 9.

     (b)  For an item of business to be properly brought before an annual 
meeting by a shareholder pursuant to clause (iii) of paragraph (a) of this 
Section 9, the shareholder must have given timely notice thereof in writing to
the secretary of the corporation and such item of business must otherwise be a
proper matter for shareholder action.  To be timely, a shareholder's notice 
shall be delivered to the secretary at the principal office of the corporation
not later than the close of business on the 90th day nor earlier than the 
close of business on the 120th day prior to the first anniversary of the 
preceding year's annual meeting.  In the event that the date of the annual 
meeting is more than 30 days before or more than 60 days after such 
anniversary date, notice by the shareholder to be timely must be so delivered
not earlier than the close of business on the 120th day prior to such annual 
meeting and not later than the close of business on the later of the 90th day 
prior to such annual meeting or the 10th day following the day on which public
announcement of the date of such meeting is first made by the corporation.  In
no event shall the public announcement of an adjournment of an annual meeting
commence a new time period for the giving of a shareholder's notice as 
described above.  Such shareholder's notice shall set forth (i) a brief 
description of the business desired to be brought before the meeting, the 
reasons for considering such business at the meeting and any 


material interest in such business of such shareholder and the beneficial 
owner, if any, on whose behalf the proposal is made and (ii) as to the 
shareholder giving the notice and the beneficial owner, if any, on whose 
behalf the proposal is made, (A) the name and address of such shareholder, as
they appear on the corporation's books, and of such beneficial owner, and (B)
the class and number of shares of the corporation which are owned beneficially
and of record by such shareholder and such beneficial owner.

     (c)  Only such business shall be conducted at an annual meeting as 
shall have been brought before the meeting in accordance with the procedures
set forth in this Section 9.   Except as otherwise provided by law, the 
presiding officer of the meeting shall have the power and duty to determine 
whether any business proposed to be brought before the meeting was made or 
proposed, as the case may be, in accordance with the notice procedures set 
forth in this Section 9 and, if any proposed business is not in compliance 
with this Section 9, to declare that such proposal shall be disregarded.

     (d)  For purposes of this Section 9, '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 Securities and Exchange Act of 1934, as 
amended (the 'Exchange Act').

     (e)  Notwithstanding the foregoing provisions of this Section 9, a 
shareholder 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 Section 9. Nothing in this Section 9 shall be deemed to 
adversely affect any rights of shareholders to request inclusion of proposals
in the corporation's proxy statement pursuant to Rule 14a-8 under the Exchange
Act.

                                       ARTICLE III

                                       DIRECTORS

     Section 1.   Number, Election and Terms.   The number of the directors 
constituting the entire board of directors shall be not less than ten (10) nor
more than twenty (20).  Subject to such limitation the number shall be fixed 
by the board of 




directors.  The directors shall be classified, with respect to the time for 
which they shall severally hold office, into three classes, as nearly equal in 
number as possible, as determined by the board of directors of the 
corporation, one class originally elected for a term expiring at the annual 
meeting of shareholders held in 1987, another class originally elected for a 
term expiring at the annual meeting of shareholders held in 1988, and another
class originally elected for a term expiring at the annual meeting of 
shareholders held in 1989, with each director to hold office until his or her 
successor is duly elected and qualified.  At each annual meeting of 
shareholders of the corporation, the successors of the class of directors 
whose term expires at that meeting shall be elected to hold office for a term 
expiring at the annual meeting of shareholders held in the first, second or 
third year following the year of their election.

     Except as otherwise provided by law, by the certificate of 
incorporation, or by the by-laws of this corporation, the directors in each 
class shall be elected by ballot at the applicable annual meeting of 
shareholders by a plurality of the votes of the shareholders cast in person or
by proxy at such election.  In voting for the election of directors, 
shareholders shall be entitled to cumulative voting.  Each director shall be 
elected to serve until the expiration of his or her term or until his or her 
successor shall have been elected and qualified except in the event of the 
death, resignation or removal or the earlier termination of the term of office
of any such director.  Each director shall be at least 21 years of age.  It is
not necessary for a director to be a shareholder of the corporation.

     Section 2.   Newly Created Directorships and Vacancies.   Newly created
directorships resulting from any increase in the number of directors and any 
vacancies on the board of directors resulting from death, resignation, 
disqualification, removal or other cause shall be filled only by the 
affirmative vote of a majority of the remaining directors then in office, even
though less than a quorum of the board of directors.  Any director elected in 
accordance with the preceding sentence shall hold office until the next 
meeting of shareholders at which the election of directors is in the regular 
order of business, and until such director's successor shall have been duly 
elected and qualified.  No decrease in the number of directors constituting 
the board of directors shall shorten the term of any incumbent director.

     Section 3.   Removal.   Any director, or the entire board of directors,
may be removed from office at any time only for cause and only by the 
affirmative vote of the holders of at least eighty percent of the voting power
of all shares of the corporation entitled to vote generally in the election of
directors, voting together as a single class.



     Section 4.   Powers and Duties of the Board of Directors.   Except as 
otherwise provided by law or by the certificate of incorporation, the business
of the corporation shall be managed by the board of directors, which may adopt 
such rules and regulations for that purpose and for the conduct of its 
meetings as it may deem proper.  The board of directors may have one or more 
offices and keep the books, records and minutes of the corporation, except 
such records as are required to be kept in the State of New York, at such 
places as it may from time to time determine.  Any of such records may be in 
written form or in any other form capable of being converted into written form
within a reasonable time.  In addition to the powers and authority expressly 
conferred upon it by these by-laws, the board of directors may exercise all 
such powers of the corporation and do all such lawful acts and things as are 
allowed by the certificate of incorporation or by law.

     Section 5.   First Meeting of the Board of Directors.   The first 
meeting of the board of directors to be held after an annual meeting of 
shareholders for the election of directors shall be called and held for the 
purposes of organization, the election or appointment of officers and the 
transaction of such other business as may be stated in the notice thereof.
The first meeting shall be held at such time and place as shall be fixed in 
written notice mailed to each newly elected director at his last known post 
office address at least two days prior to such meeting.

     Section 6.   Regular Meetings.   Regular meetings of the board of 
directors shall be held at such time and place within or without the State of
New York as may be determined by resolution of the board, and no notice shall
be required for any regular meeting.  Except as otherwise provided by law, any
business may be transacted at any regular meeting.

     Section 7.   Special Meetings.   Special meetings of the board of 
directors may, unless otherwise prescribed by law, be called from time to time
by the chairman of the board or the president.  Upon the written request 
directed to the chairman of the board, president or the secretary of a 
majority of the directors stating the time, place and purposes of such special 
meeting, the chairman of the board, president or the secretary shall call a 
special meeting of the board of directors.  Special meetings of the board of 
directors shall be held at the place where regular meetings of the board are 
held unless otherwise fixed by the board.

     Section 8.   Notice of Special Meetings.   Notice of the time, place and 
purpose of each special meeting of the board of directors, other than any 
meeting the 



giving of notice of which is otherwise prescribed by law, shall be given to 
each director at least two hours prior to such meeting.  For the purpose of 
this Section, notice will be deemed to be duly given to a director if given to 
him orally (including by telephone) or if such notice be delivered to such 
director in person or be mailed, sent by facsimile transmission, or cabled to 
his address as it appears upon the books of the corporation or to the address 
last made known in writing to the secretary of the corporation by such 
director as the address to which such notices are to be given.

     Section 9.   Quorum.   At each meeting of the board of directors, one-
half (1/2) of the entire board shall constitute a quorum for the transaction 
of business, except as provided in Section 2 of this Article III but less than 
a quorum may, without notice other than announcement at the meeting, adjourn a 
meeting until a quorum shall be present.  Every act of a majority of the 
directors present at any meeting or adjourned session of a meeting at which 
there is a quorum shall be the act of the board of directors.

     Section 10.   Compensation of Directors and Members of Committees.  The 
board of directors may from time to time, in its discretion, fix the amount 
which shall be payable to members of the board of directors and to members of 
any committee for attendance at the meetings of the board or of such committee 
and for services rendered to the corporation.  A director or member of the 
committee may serve the corporation in any other capacity and receive 
compensation therefor.

     Section 11.   Meetings by Communication Equipment.   The board of 
directors or any committee of the board may hold a meeting by means of 
conference telephone or similar communications equipment allowing all persons 
participating in the meeting to hear each other at the same time.  
Participation by such means shall constitute presence in person at the 
meeting.

     Section 12.   Nomination of Director Candidates.   Nominations for the 
election of directors may be made by the board of directors or a proxy 
committee appointed by the board of directors or by any shareholder entitled 
to vote in the election of directors generally.  However, any shareholder 
entitled to vote in the election of directors generally may nominate one or 
more persons for election as directors at a meeting only if written notice of 
such shareholder's intent to make such nomination is given to the secretary of 
the corporation not later than (i) with respect to an election to be held at 
an annual meeting of shareholders, 60 days in advance of such meeting, and 
(ii) with respect to an election to be held at a special meeting of 
shareholders for the election of directors, the close of business on the 
seventh day 


following the date on which notice of such meeting is first given to 
shareholders.  Each such notice shall set forth:  (a) the name and address of
the shareholder who intends to make the nomination and of the person or 
persons to be nominated; (b) a representation that the shareholder is a holder 
of record of common stock of the corporation entitled to vote at such meeting 
and intends to appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice; (c) a description of all 
arrangements or understandings between the shareholder and each nominee and
any other person or persons (naming such person or persons) pursuant to which
the nomination or nominations are to be made by the shareholder; (d) such 
other information regarding each nominee proposed by such shareholder as would
be required to be included in a proxy statement filed pursuant to the proxy 
rules of the Securities and Exchange Commission, had the nominee been 
nominated, or intended to be nominated, by the board of directors; and (e) the
consent of each nominee to serve as a director of the corporation if so 
elected.  The chairman of the meeting may refuse to acknowledge the nomination
of any person not made in compliance with the foregoing procedure.


                                      ARTICLE IV

                            COMMITTEES OF THE BOARD OF DIRECTORS

     Section 1.   Committees.   The board of directors, by resolution or 
resolutions passed by a majority of the entire board, may designate from among
its members various committees, each consisting of three or more of the 
directors, and each of which, to the extent provided in said resolution or 
resolutions, shall have and may exercise such powers and authority as may be 
specified by the board of directors, except that no such committee shall have 
authority as to (1) the submission to shareholders of any action that needs 
shareholders' authorization under law, (2) the filling of vacancies in the 
board or in any committee, (3) the fixing of compensation of the directors for
serving on the board or on any committee, (4) the amendment or repeal of the 
by-laws, or the adoption of new by-laws, or (5) the amendment or repeal of any 
resolution of the board which by its terms shall not be so amendable or 
repealable.  The board of directors may designate one or more directors as 
alternate members of any such committee.  Each such committee and the members 
thereof shall serve at the pleasure of the board of directors.


     Section 2.   Standing Committees.   There shall at all times be at least
three standing committees of the board of directors, namely an audit 
committee, a compensation committee, and a nominating committee, each of which
shall consist of three or more directors, none of whom may be a current or 
former officer or employee of the corporation.  The compensation committee 
shall, in addition to such other duties as the board of directors may specify, 
administer the corporation's 1993 Stock Incentive Plan and be responsible for 
reviewing and approving all stock option awards or other forms of stock 
incentive awards, whether or not granted pursuant to that plan.

     Section 3.   General Rules.   At each meeting of a committee, one-third 
of the entire committee, but not less than two (2) members, shall constitute a 
quorum for the transaction of business.  Notice of the time and place of each 
committee meeting shall be subject to the same notice rules as are applicable 
to special meetings of the board of directors, except that no notice of the 
purpose of a committee meeting need be stated.  Any action required or 
permitted to be taken at any meeting of a committee of the board of directors 
may be taken without a meeting if all members of such committee consent to 
such action in writing and such writing or writings are filed with the minutes 
of proceedings of the committee.  Except as otherwise provided in this Article 
IV, each committee of the board of directors may adopt its own rules of 
procedure, may meet at stated times or on such notice as the committee may 
determine and shall keep regular minutes of its proceedings and report the 
same to the board of directors when required.


                                      ARTICLE V

                                      OFFICERS

     Section 1.   Number and Designation.   The officers of the corporation 
will consist of a chairman of the board, a president, one or more vice 
presidents, a treasurer and a secretary and such other officers as the board 
of directors may elect, including, but not limited to, one or more 'executive' 
vice presidents, 'senior' vice presidents or 'group' vice presidents.  Any two 
offices may be held by one person, except that the chairman of the board or 
president may not also be the secretary, and except that, where the by-laws or 
resolutions of the board of directors provide for signatures of the incumbents 
of two offices of the corporation upon certificates for shares, notes, checks 
or other instruments or documents issued by the corporation, such offices must 
be held by two separate persons.



     Section 2.   Election.   The board of directors shall, at their first 
meeting after their election, elect a chairman of the board and a president 
from their number and shall also elect one or more vice-presidents, a 
secretary and a treasurer who need not be members of the board of directors, 
but in the event of the failure of the board so to elect any officer, such 
officer may be elected at any subsequent meeting of the board.  Each officer 
so elected shall hold office until the first meeting of the board of directors
following the next annual meeting of shareholders for the election of 
directors and until his successor is elected, except in the event of his 
death, resignation or removal or the earlier termination of his term of 
office, and except that the terms of office of all vice-presidents shall 
terminate with each annual election of officers at which any vice-president is
elected.  Any vacancy in an office may be filled for the unexpired portion of 
the term of such office by the board of directors at any regular or special 
meeting.  The board of directors may also elect other officers, including a 
controller, who need not be members of the board of directors, and may 
prescribe, and from time to time change, their respective powers and duties, 
except as the powers and duties of the controller are prescribed by these by-
laws.  Each officer so elected shall hold office at the pleasure of the board 
of directors.

     Section 3.   Chairman of the Board.   The chairman of the board who need 
not be a member of management shall preside at all meetings of the 
shareholders and of the board of directors.  He shall perform such other 
duties as may be required in the management of the business, or if he is not a 
member of management, as may be prescribed by the board.

     Section 4.   The President.   The president shall have the general 
powers and duties of supervision and management of the corporation.  In the 
absence or incapacity of the chairman of the board, he shall also preside at 
all meetings of the shareholders and of the board of directors.

     Section 4A.   The function of chief executive officer, and chief 
operating officer of the corporation, shall be discharged by such officer or 
officers as the board of directors may from time to time designate.

     Section 5.   Vice Presidents.   Each vice-president, including any 
executive vice presidents, senior vice presidents and/or group vice 
presidents, shall have such powers and shall perform such duties as may be 
assigned to him by the board, the chairman of the board or the president.




     Section 6.   The Treasurer.   The treasurer shall have the care and 
custody of all the funds and securities of the corporation and shall deposit 
the same in the name of the corporation in such bank or banks, trust company 
or trust companies and in such safe deposit company or companies as the board 
of directors may designate.  He shall be responsible for the disbursement of 
funds of the corporation and shall perform the duties and exercise all the 
powers usually incidental to the office of the treasurer and such other duties 
as from time to time may be assigned to him by the board, the chairman of the 
board or the president.

     Section 7.   The Secretary.   The secretary shall keep the minutes and 
act as  secretary of all meetings of the board of directors and of the 
shareholders.  He shall attend to the giving and serving of all notices of the 
corporation.  He shall be the custodian of the records and of the corporate 
seal of the corporation.  He shall attend to such correspondence as may be 
assigned to him and perform all the duties incidental to his office.  He shall 
be empowered to affix the corporate seal to all documents, execution of which, 
on behalf of the corporation, under its seal, is duly authorized and when so 
affixed may attest the same; and, in general, he shall perform the duties and 
exercise all the powers usually incidental to the office of a secretary of a 
corporation, and such other duties as, from time to time, may be assigned to 
him by the board, the chairman of the board or the president.

     Section 8.   The Controller.   The controller shall maintain and 
supervise proper books and records of all assets, liabilities, disbursements 
and transactions of the corporation.  He shall prepare such financial 
statements and reports as shall be required, and shall perform such other 
duties as from time to time may be assigned to him by the board, the chairman 
of the board or the president.

     Section 9.   Appointed Officers.   The chief executive officer of the 
corporation may from time to time appoint one or more officers with the title 
of vice president with such powers and duties as the chief executive officer 
may specify.  The chief executive officer may from time to time also appoint 
(a) one or more assistant treasurers who may perform some or all of the duties
and powers usually incidental to the treasurer, (b) one or more assistant 
secretaries who may perform some or all of the duties and powers usually 
incidental to the secretary and (c) one or more assistant controllers who may
perform some or all of the duties assigned to the controller.  Any of said 
appointed officers may be removed at any time by the chief executive officer.
The chief executive officer or the president also may appoint one or more 
officers of operating business units or divisions of the corporation, who 
shall not be  officers of the corporation, but shall  have such powers and 
duties as the chief executive officer, president or the head of the operating
business unit or division shall specify.  Any appointed officers of operating
business units or divisions may be removed at any time by the chief executive
officer, the president, or the head of the business unit or division to whom
such appointed officer reports.


     Section 10.   Stockholder Consents and Proxies.   The chief executive 
officer, president, treasurer and secretary of the corporation or any one of 
them or their designees, shall have the power and authority on behalf of the 
corporation to execute any consents or proxies, authorizing any person to 
attend and act and vote in person or by proxy at any meetings of the 
stockholders or members of any corporation or other entity in which the 
corporation owns stock or otherwise has an ownership interest, or to attend 
such meetings themselves, and at any such meetings they or their designees or 
proxies, as the case may be, shall possess and may exercise any and all rights
and powers incidental to such ownership as the corporation as the owner 
thereof might have possessed and executed if present.

     Section 11.   Delegation of Duties of Officer.   The board of directors
may delegate the duties and powers of any officer, agent or employee of the 
corporation to any other officer, agent or employee or director for a 
specified time during the absence of any such person or for any other reason 
that the board may deem sufficient.

     Section 12.   Removal.   Any officer of the corporation elected or 
appointed by the board of directors may be removed by the board with or 
without cause.

     Section 13.   Bond.   The board of directors shall have power, to the 
extent permitted by law, to require any officer, agent or employee of the 
corporation to give bond for the faithful discharge of his duties in such form
and with such surety or sureties as the board may deem advisable.


                                      ARTICLE VI

                                     CAPITAL SHARES

     Section 1.   Form.   The certificates for shares shall be in such forms
as may be prescribed by law and as shall be approved by the board of 
directors.

     Section 2.   Issuance.   All certificates for shares shall be signed by 
the chairman of the board or the president or a vice-president and the 
secretary or an assistant secretary or the treasurer or an assistant treasurer
and shall have the seal of the corporation affixed thereto.  Such seal may be 
a facsimile, engraved or printed.  Where any such certificate is countersigned
by a transfer agent or registered by a registrar, other than the corporation 
itself or its employee, the signatures of any such officers or assistant 
officers upon such certificate may be facsimiles, engraved or printed.



     Section 3.   Transfer.   The board of directors shall have the power and 
authority to make such rules and regulations as it may deem expedient 
concerning the issue, registration and transfer of certificates for shares, 
and may appoint transfer agents or clerks and registrars thereof.

     Section 4.   Fixing of Record Date.   The board of directors may at any 
time fix a record date not more than fifty nor less than ten days prior to (a)
the date of any meeting of shareholders or (b) the last day on which the 
shareholders are entitled to express consent or dissent from any proposal 
without a meeting, as the date as of which shareholders entitled to notice of 
or to vote at such a meeting, or whose consent or dissent is required or may 
be expressed, for any purpose, as the case may be, shall be determined, and, 
except as otherwise provided by law, all persons who were the holders of 
record of voting shares at such date and no others shall be entitled to notice 
of and to vote at such meeting or to express their consent or dissent, as the 
case may be.  The board of directors may at any time fix a record date not 
exceeding fifty days prior to the date fixed for the payment of any dividend 
or the making of any distribution or for the delivery or allotment of 
evidences of rights or evidences of interest arising out of any change, 
conversion, or exchange of capital shares, as the date for the determination 
of the shareholders entitled to receive any such dividend, distribution, 
rights or interest, and in any such case only shareholders of record at the 
date so fixed shall be entitled to receive such dividend, distribution, rights 
or interest.

                                      ARTICLE VII

                              NEGOTIABLE INSTRUMENTS, CONTRACTS, ETC.

Section 1.   Signatures on Checks, etc.   All checks, drafts, bills of 
exchange, notes or other obligations or orders for the payment of money shall 
be signed in the name of the corporation by such officer or officers, person 
or persons, as the board of directors may from time to time designate by 
resolution.