Bylaws - BJ Services Co.


                                       BYLAWS
                                         OF
                                BJ SERVICES COMPANY


                                     ARTICLE I
                                          
                                      Offices
                                          
       Section 1. The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.

       Section 2. The Corporation may also have offices at such other places
both within and without the State of Delaware as the Board of Directors may from
time to time determine or the business of the Corporation may require.

                                     ARTICLE II
                                          
                              Meetings of Stockholders

       Section 1. All meetings of the stockholders shall be held at such 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.
       
       Section 2. An annual meeting of stockholders shall be held on the fourth
Thursday in January in each year, if not a legal holiday, and if a legal
holiday, then on the next business day following, at 2:00 p.m. or at such other
date and time as may be determined from time to time by resolution adopted by
the Board of Directors, for the purpose of electing, subject to Article III,
Section 17 hereof, one class of the directors of the Corporation, and
transacting such other business as may properly be brought before the meeting.

       Section 3. A majority of the stock issued and outstanding and entitled to
vote at any meeting of stockholders, the holders of which are present in person
or represented by proxy, without regard to class or series, shall constitute a
quorum for the transaction of business except as otherwise provided by law, by
the Certificate of Incorporation of the Corporation (the 'Certificate of
Incorporation'), or by these Bylaws.  A quorum, once established, shall not be
broken by the withdrawal of enough votes to leave less than a quorum and the
votes present may continue to transact business until adjournment provided that
any action taken (other than adjournment) is approved by at least a majority of
the shares required to constitute a quorum.  If, however, such quorum shall not
be present or represented at any meeting of the stockholders, a majority of the
voting stock represented in person or by proxy may adjourn the meeting from 



time to time, without notice other than announcement at the meeting, until a 
quorum shall be present or represented.  At such adjourned meeting at which a 
quorum shall be present or represented, any business may be transacted which 
might have been transacted at the meeting as originally noticed.  If the 
adjournment is for more than thirty days, or if after the adjournment a new 
record date is fixed for the adjourned meeting, a notice of the adjourned 
meeting shall be given to each stockholder of record entitled to vote thereat.

       Section 4. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy and entitled to vote shall decide any question brought
before such meeting, unless the question is one upon which by express provision
of the statutes or the Certificate of Incorporation or these Bylaws, a different
vote is required, in which case such express provision shall govern and control
the decision of such question.

       Section 5. At each meeting of the stockholders, each stockholder having
the right to vote may vote in person or may authorize another person or persons
to act for him by proxy appointed by an instrument in writing subscribed by such
stockholder and bearing a date not more than three years prior to said meeting,
unless said instrument provides for a longer period.  All proxies must be filed
with the Secretary of the Corporation at the beginning of each meeting in order
to be counted in any vote at the meeting.  A proxy shall be deemed signed if the
stockholder's name is placed on the proxy (whether by manual signature,
telegraphic transmission or otherwise) by the stockholder or the stockholder's
attorney in fact.  Except as otherwise set forth in the Certificate of
Incorporation, each stockholder shall have one vote for each share of stock
having voting power, registered in his name on the books of the Corporation on
the record date set by the Board of Directors as provided in Article V, Section
6 hereof.

       Section 6. Special meetings of the stockholders, for any purpose, or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called at any time by the Board of Directors or by a
committee of the Board of Directors and whose powers and authority, as provided
in a resolution of the Board of Directors or in these Bylaws, include the power
to call meetings.  Special meetings of stockholders of the corporation may not
be called by any other person or persons.  Business transacted at any special
meeting of stockholders shall be limited to the purposes stated in the notice.

       Section 7. Any notice requested to be given to stockholders by statute,
the Certificate of Incorporation or these Bylaws, including notice of any
meeting of stockholders, shall be given personally, by first-class mail or by
telegraphic communication, charges prepaid, addressed to the stockholder at the
address of such stockholder appearing on the books of the Corporation or given
by the stockholder to the Corporation for the purpose of notice.  If no such
address appears on the Corporation's books or has been so given, notice shall be
deemed to have been given if sent by first class mail or telegraphic
communication to the Corporation's principal executive office, or if published
at least once in a newspaper of general circulation in the county where such
principal executive office is located.  Notice shall be deemed to have been
given at the time when delivered personally or deposited in the mail or sent by
telegram.


                                                                            2


       If any notice addressed to a stockholder at the address of such
stockholder appearing on the books of a Corporation is returned to the
Corporation by the United States Postal Service marked to indicate that the
United States Postal Service is unable to deliver the notice to the stockholder
at such address, all further notices shall be deemed to have been duly given
without further mailing if the same shall be available to the stockholder upon
written demand of the stockholder at the principal executive office of the
Corporation for a period of one year from the date of the giving of such notice.

       Section 8. Attendance of a person at a meeting shall constitute a waiver
of notice to such person of such meeting, except when the person objects at the
beginning of the meeting to the transaction of any business because the meeting
is not lawfully called or convened, or objects to the consideration of matters
not included in the notice of the meeting.

       Section 9. The officer or agent who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where their
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held. 
The list shall also be produced and kept open at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present.  The stock ledger of the Corporation shall be the only evidence
as to who are the stockholders entitled to examine such list or to vote at any
meetings of stockholders.

       Section 10.  No action shall be taken by stockholders except at an annual
or special meeting of stockholders, and stockholders may not act by written
consent.

       Section 11. Before any meeting of stockholders, the Board of Directors
may appoint any persons other than nominees for office to act as inspectors of
election at the meeting or its adjournment.  If no inspectors of election are so
appointed, the chairman of the meeting may, and on the request of any
stockholder or a stockholder's proxy shall, appoint inspectors of election at
the meeting.  The number of inspectors shall be either one or three.  If
inspectors are appointed at a meeting on the request of one or more stockholders
or proxies, the holders of a majority of shares or their proxies present at the
meeting shall determine whether one or three inspectors are to be appointed.  If
any person appointed as inspector fails to appear or fails or refuses to act,
the chairman of the meeting may, and upon the request of any stockholder or a
stockholder's proxy shall, appoint a person to fill such vacancy.


                                                                            3


The duties of these inspectors shall be as follows:

       (a)    Determine the number of shares outstanding and the voting power of
each, the shares represented at the meeting, the existence of a quorum, and the
authenticity, validity and effect of proxies;

       (b)    Receive votes or ballots;

       (c)    Hear and determine all challenges and questions in any way arising
in connection with the right to vote;

       (d)    Count and tabulate all votes;

       (e)    Determine when the polls shall close;

       (f)    Determine the results; and

       (g)    Do any other acts that may be proper to conduct the election or
vote with fairness to all stockholders.

       Section 12.  Meetings of the stockholders shall be presided over by the
Chairman of the Board of Directors, or in his absence, by the Vice Chairman, the
President or by any Vice President, or, in the absence of any of such officers,
by a chairman to be chosen by a majority of the stockholders entitled to vote at
the meeting who are present in person or by proxy.  The Secretary, or, in his
absence, any person appointed by the Chairman, shall act as secretary of all
meetings of the stockholders.

       Section 13.  The order of business at all meetings of stockholders shall
be as determined by the chairman of the meeting.

       Section 14.  Notwithstanding anything in these Bylaws to the contrary, no
business shall be conducted at an annual meeting of the stockholders except in
accordance with the procedures hereinafter set forth in this Section 14;
provided, however, that nothing in this Section 14 shall be deemed to preclude
discussion by any stockholder of any business properly brought before the annual
meeting in accordance with said procedures.

       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 (1) specified in the
notice of meeting (or any supplement thereto) given by or at the direction of
the Board, (2) otherwise properly brought before the meeting by or at the
direction of the Board, or (3) 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 of
the Corporation.  To be timely, a stockholder's notice 


                                                                            4


must be delivered to or mailed and received at the principal executive offices
of the Corporation not less than 90 days prior to the date of the anniversary of
the annual meeting of the Corporation's stockholders held in the prior year. 
Any adjournment(s) or postponement(s) of the original meeting whereby the
meeting will reconvene within 30 days from the original date shall be deemed for
purposes of notice to be a continuation of the original meeting and no business
may be brought before any such reconvened meeting unless timely notice of such
business was given to the Secretary of the Corporation for the meeting as
originally scheduled.  A stockholder's notice to the Secretary shall set forth
as to each matter the stockholder proposes to bring before the annual meeting
(i) a brief description of the business desired to be brought before the annual
meeting and their reasons for conducting such business at the annual meeting,
(ii) the name and record address of the stockholder proposing such business,
(iii) the class and number of shares of the Corporation which are beneficially
owned by the stockholder, and (iv) any material interest of the stockholder in
such business.

       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 14, 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.

       Section 15.  Notwithstanding anything in these Bylaws to the contrary,
only persons who are nominated in accordance with the procedures hereinafter set
forth in this Section 15 shall be eligible for election as directors of the
Corporation.

       Nominations of persons for election to the Board of Directors of the
Corporation may be made at a meeting of stockholders only (1) by or at the
direction of the Board of Directors or (2) by any stockholder of the Corporation
entitled to vote for the election of directors at the meeting who complies with
the notice of procedures set forth in this Section 15.  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 not less than 90 days prior
to the date of the anniversary of the annual meeting of the Corporation's
stockholders held in the prior year in the case of an annual meeting or, in the
case of a special meeting called by the Board of Directors (or by a committee of
the Board) for the purpose of electing directors, not more than 10 days
following the earlier of the date of notice of such special meeting or the date
on which a public announcement of such meeting is made.  Any adjournment(s) or
postponement(s) of the original meeting whereby the meeting will reconvene
within 30 days from the original date shall be deemed for purposes of notice to
be a continuation of the original meeting and no nominations by a shareholder of
persons to be elected directors of the Corporation may be made at any such
reconvened meeting other than pursuant to a notice that was timely for the
meeting on the date originally scheduled.  Such stockholder's notice shall set
forth: (i) 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, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended, or any successor 


                                                                            5


regulation thereto (including such person's written consent to being named in
the proxy statement as a nominee and to serving as a director if elected); and
(ii) as to the stockholder giving the notice (A) the name and address, as they
appear on the Corporation's books, of such stockholder, and (B) the class and
number of shares 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 which pertains to the nominee.

       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
procedures prescribed by this Section 15, and if he should so determine, he
shall so declare to the meeting and the defective nomination shall be
disregarded.

                                    ARTICLE III
                                          
                                     Directors
                                          
       Section 1. The Board of Directors shall consist of a minimum of four (4)
and a maximum of ten (10) directors.  The number of directors shall be fixed
from time to time within the minimum and the maximum number established by the
then elected Board of Directors.  The number of directors until changed by the
Board shall be seven (7).  The maximum number of directors may not be increased
by the Board of Directors to exceed ten (10) without the affirmative vote of 75%
of the members of the entire Board.  The directors need not be stockholders.  No
officer of the Corporation may serve on a board of directors of any company
having a present or retired employee on the Corporation's Board of Directors. 
No person associated with an organization whose services are contracted by the
Corporation shall serve on the Corporation's Board of Directors, provided
however that this prohibition may be waived by a majority of the members of the
whole Board if the Board in its judgment determines that such waiver would be in
the best interest of the Corporation.

       Section 2. The Board of Directors shall be divided into three classes,
Class I, Class II and Class III.  The number of directors in each class shall be
the whole number contained in the quotient arrived at by dividing the authorized
number of directors by three, and if a fraction is also contained in such
quotient then if such fraction is one-third (1/3), the extra director shall be a
member of Class III, and if the fraction is two-thirds (2/3), one of the extra
directors shall be a member of Class III and the other a member of Class II. 
Each director shall serve for a term ending on the date of the third annual
meeting following the annual meeting at which such director was elected;
provided, however, that the directors initially appointed to Class I shall serve
for a term ending on the date of the first annual meeting next following
September 30, 1990, the directors initially appointed to Class II shall serve
for a term ending on the date of the second annual meeting next following
September 30, 1990, and the directors initially appointed to Class III shall
serve for a term ending on the date of the third annual meeting next following
September 30, 1990.  One class of the directors shall be elected at each annual
meeting of the stockholders.  If any such annual meeting is not held or the
directors are not elected thereat, the directors may be 


                                                                            6


elected at any special meeting of stockholders held for that purpose.  All
directors shall hold office until their respective successors are elected and
qualified or until their earlier death, resignation or removal.

       Section 3. Directors who are employees of the Corporation must resign
from the Board of Directors at the time of any diminution in their duties or
responsibilities as an officer, at the time they leave the employ of the
Corporation for any reason or on their 70th birthday.  A director's term of
office shall automatically terminate on the date of the annual meeting of
stockholders following: (i) his 70th birthday, or (ii) any fiscal year in which
he has failed to attend at least 66% of the meetings of the Board of Directors
and any committees of the Board of Directors on which such director serves.  The
requirements of clause (i) of the preceding sentence shall not apply to a
director who is 71 years old and serving on the Corporation's Board of Directors
as of December 10, 1998; such person shall be eligible to serve as a director
until the Annual Meeting of Stockholders that takes place in the year 2000.  The
requirements of clause (i) of the second sentence of this section shall not
apply to a director who is 69 years old and serving on the Corporation's Board
of Directors as of December 9, 1999; such person shall be eligible to be
nominated for election to an additional three-year term at the Annual Meeting of
Stockholders to be held in 2000 and to serve until the end of the three-year
term for which he is elected.  Any director may be removed for cause by the
holders of a majority of the shares of the Corporation entitled to vote in the
election of directors; stockholders may not remove any director without cause. 
The Board of Directors may not remove any director for or without cause, and no
recommendation by the Board of Directors that a director be removed for cause
may be made to the stockholders except by the affirmative vote of not less than
75% of the members of the whole Board; provided that the Board may remove any
director who fails to resign as required by the provisions of these Bylaws.

       Section 4. Except as otherwise provided by statute or the Certificate of
Incorporation, in the case of any increase in the number of directors, such
additional director or directors shall be proposed for election to terms of
office that will most nearly result in each Class of directors containing 
one-third of the entire number of members of the whole Board, and, unless 
such position is to be filled by a vote of the stockholders at an annual or 
special meeting, shall be elected by a majority vote of the directors in such 
Class or Classes, voting separately by Class.  In the case of any vacancy in 
the Board of Directors, however created, the vacancy or vacancies shall be 
filled by majority vote of the directors remaining in the Class in which the 
vacancy occurs or, if only one such director remains, by such director.  In 
the event one or more directors shall resign, effective at a future date, 
such vacancy or vacancies shall be filled as provided herein.  Directors so 
chosen or elected shall hold office for the remaining term of the 
directorship to which appointed.  Any director elected or chosen as provided 
herein shall serve for the unexpired term of office or until his successor is 
elected and qualified or until his earlier death, resignation or removal.

       In the event of any decrease in the authorized number of directors, (a)
each director then serving as such shall nevertheless continue as a director of
the class of which he is a member until the expiration of his current term, or
his prior death, resignation or removal, and (b) the newly eliminated
directorships resulting from such decrease shall be apportioned by the board of


                                                                            7


directors to such class or classes as shall, so far as possible, bring the
number of directors in the respective classes into conformity with the formula
in Section 2 hereof as applied to the new authorized number of directors.

       Section 5. The property and business of the Corporation shall be managed
by or under the direction of its Board of Directors.  In addition to the powers
and authorities by these Bylaws expressly conferred upon them, the Board may
exercise all such powers of the corporation and do all such lawful acts and
things as are not by statute, by the Certificate of Incorporation or by these
Bylaws directed or required to be exercised or done by the stockholders.

                         Meetings of the Board of Directors

       Section 6. The directors may hold their meetings and have one or more
offices, and keep the books of the Corporation outside the state of Delaware.

       Section 7. Regular meetings of the Board of Directors may be held without
notice at such time and place as shall from time to time be determined by the
Board.  Except as otherwise provided by statute, any business may be transacted
at any regular meeting of the Board of Directors.

       Section 8. Special meetings of the Board of Directors may be called by
the Chairman of the Board, the Vice Chairman or the President on at least 
forty-eight hours' notice to each director.  Special meetings shall be called 
by the President or the Secretary in like manner and on like notice on the 
written request of any two directors unless the Board consists of only one 
director, in which case special meetings shall be called by the President or 
Secretary in like manner and on like notice on the written request of the 
sole director.

       Section 9. At all meetings of the Board of Directors a majority of the
authorized number of directors shall be necessary and sufficient to constitute a
quorum for the transaction of business, and the vote of a majority of the
directors present at any meeting at which there is a quorum, shall be the act of
the Board of Directors, except as may be otherwise specifically provided by
statute, by the Certificate of Incorporation or by these Bylaws.  If a quorum
shall not be present at any meeting of the Board of Directors, the directors
present thereat may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present.  If only one
director is authorized, such sole director shall constitute a quorum.  A meeting
at which a quorum is initially present may continue to transact business
notwithstanding the withdrawal of directors, if any action is approved by at
least a majority of the required quorum for such meeting.


                                                                            8


       Section 10.  Unless otherwise restricted by statute, the Certificate of
Incorporation or these Bylaws, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee.

       Section 11. Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, members of the Board of Directors, or any
committee designated by the Board of Directors, may participate in a meeting of
the Board of Directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.

                              Committees of Directors

       Section 12.  The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each such
committee to consist of one or more of the directors of the Corporation.  The
Board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee.  If no alternate members have been appointed, the committee member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any absent or
disqualified member.  The Board of Directors shall, by resolution passed by a
majority of the whole Board, designate one member of each committee as chairman
of such committee.  Any such committee, to the extent provided in the resolution
of the Board of Directors, shall have and may exercise all the powers and
authority of the Board of Directors in the management of the business and
affairs of the Corporation, but no such committee shall have the power or
authority to authorize an amendment to the Certificate of Incorporation, adopt
an agreement of merger or consolidation, recommend to the stockholders the sale,
lease or exchange of all or substantially all of the Corporation's property and
assets, recommend to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, or amend the Bylaws of the Corporation; and, unless
the resolution or the Certificate of Incorporation expressly so provide, no such
committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock.

       Section 13.  Special meetings of committees may be called by the Chairman
of such committee, the Chairman of the Board or the President, on at least 48
hours notice to each member and alternate member.  Alternate members shall have
the right to attend all meetings of the committee.  The Board of Directors may
adopt rules for the government of any committee not inconsistent with the
provisions of these Bylaws.  If a committee is comprised of an odd number of
members, a quorum shall consist of a majority of that number.  If the committee
is comprised of an even number of members, a quorum shall consist of one-half of
that number.  If a committee is comprised of two members, a quorum shall consist
of both members.


                                                                            9


       Section 14.  Each committee shall keep regular minutes of its meetings
and report the same to the Board of Directors when requested.

                             Compensation of Directors

       Section 15.  Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, the Board of Directors shall have the authority
to fix the compensation of directors.  The directors may be paid their expenses,
if any, of attendance at each meeting of the Board of Directors and may be paid
a fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as director.  No such payment shall preclude any director from serving
the Corporation in any other capacity and receiving compensation therefor. 
Members of special or standing committees may be allowed like compensation for
attending committee meetings.

                                  Indemnification

       Section 16. (a) The Corporation shall indemnify every person who is or
was a party or is or was threatened to be made a party to any action, suit, or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was a director, officer, employee or agent of the
Corporation or any of its direct or indirect wholly-owned subsidiaries or, while
a director, officer, employee or agent of the Corporation or any of its direct
or indirect wholly-owned subsidiaries, is or was serving at the request of the
Corporation or any of its direct or indirect wholly-owned subsidiaries, as a
director, officer, employee, agent or trustee of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
against expenses (including counsel fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding, to the full extent permitted by applicable laws
provided that the Corporation shall not be obligated to indemnify any such
person against any such action, suit or proceeding which is brought by such
person against the Corporation or any of its direct or indirect wholly-owned
subsidiaries or the directors of the Corporation or any of its direct or
indirect wholly-owned subsidiaries, other than an action brought by such person
to enforce his rights to indemnification hereunder, unless a majority of the
Board of Directors of the Corporation shall have previously approved the
bringing of such action, suit or proceeding.  The Corporation shall indemnify
every person who is or was a party or is or was threatened to be made a party to
any action, suit, or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was licensed to practice law
and an employee (including an employee who is or was an officer) of the
Corporation or any of its direct or indirect wholly-owned subsidiaries and,
while acting in the course of such employment committed or is alleged to have
committed any negligent acts, errors or omissions in rendering professional
legal services at the request of the Corporation or pursuant to his employment
(including, without limitation, rendering written or oral legal opinions to
third parties) against expenses (including counsel fees), judgments, fines, and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding, to the full extent permitted by applicable
law; provided that the Corporation shall not be obligated to indemnify any


                                                                            10


such person against any action, suit or proceeding arising out of any 
adjudicated criminal, dishonest or fraudulent acts, errors or omissions of 
such person or any adjudicated willful, intentional or malicious acts, errors 
or omissions of such person.

       (b)    Expenses incurred by an officer or director of the Corporation or
any of its direct or indirect wholly-owned subsidiaries in defending a civil or
criminal action, suit or proceeding shall be paid by the Corporation in advance
of the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the Corporation as authorized in this Section 16.  Such expenses incurred by
other employees and agents may be so paid upon such terms and conditions, if
any, as the Board of Directors deems appropriate.

       (c)    The indemnification and advancement of expenses provided by, or
granted pursuant to, this Section 16 shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under any provision of law, the Corporation's Certificate of
Incorporation, the Certificate of Incorporation or bylaws or other governing
documents of any direct or indirect wholly owned subsidiary of the Corporation,
or any agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding any of the positions or having any of the relationships referred
to in this Section 16.

                                     ARTICLE IV

                                      Officers

       Section 1. The officers of the Corporation shall be a Chairman of the
Board, a President, a Chief Financial Officer, a Vice President, a Secretary, a
Treasurer and a Controller.  The Corporation may also have, at the discretion of
the Board of Directors, a Vice Chairman of the Board, one or more additional
Vice Presidents, and such other officers as may be appointed in accordance with
the provisions of Section 3 of this Article.

       Section 2. The officers of the Corporation, except such officers as may
be appointed in accordance with the provisions of Section 3 or Section 5 of this
Article, shall be chosen by the Board of Directors, and each shall serve at the
pleasure of the Board, subject to the rights, if any, of any officer under any
contract of employment.

       Section 3. The Board of Directors may appoint, and may empower the
President to appoint, such other officers as the business of the Corporation may
require, each of whom shall hold office for such period, have such authority and
perform such duties as are provided in the Bylaws or as the Board of Directors
may from time to time determine.


                                                                            11


       Section 4. Any officer may be removed, either with or without cause, by
the Board of Directors, at any regular or special meeting thereof, or except in
case of an officer chosen by the Board of Directors, by any officer upon whom
such power of removal may be conferred by the Board of Directors, provided that
such removal shall not prejudice the remedy of such officer for breach of any
contract of employment.

       Any officer may resign at any time by giving written notice to the
Corporation.  Any such resignation shall take effect on receipt of such notice
or at any later time specified therein.  Unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.  Any
such resignation is without prejudice to the rights, if any, of the Corporation
under any contract to which the officer is a party.

       Section 5. A vacancy in any office because of death, resignation,
removal, disqualification or any other cause shall be filled in the manner
prescribed in these Bylaws for regular appointments to such office.

       Section 6. The Chairman of the Board shall, if present, preside at all
meetings of the Board of Directors and of the stockholders, and shall exercise
and perform such other powers and duties as may be from time to time assigned to
him by the Board of Directors or prescribed by the Bylaws.

       Section 7. The Vice Chairman of the Board shall exercise and perform such
powers and duties as may be from time to time assigned to him by the Board of
Directors or prescribed in these Bylaws.  In the absence of the Chairman of the
Board, the Vice Chairman of the Board shall preside at all meetings of the
stockholders and the Board of Directors.

       Section 8. The President shall be the chief executive officer of the
Corporation and shall, subject to the control of the Board of Directors, have
general supervision, direction and control of the business and the officers of
the Corporation.  In the absence of the Chairman of the Board and the Vice
Chairman of the Board, the President shall preside at all meetings of the
stockholders and the Board of Directors.  He shall have the general powers and
duties of management usually vested in the office of President of a Corporation,
and shall have such other powers and duties as may be prescribed by the Board of
Directors or the Bylaws.

       Section 9. In the absence or disability of the President, the Vice
Presidents, if any, in order of their rank as fixed by the Board of Directors,
or if not ranked, the Vice President designated by the President, shall perform
all the duties of the President, and when so acting shall have all the powers
of, and be subject to all the restrictions upon, the President.  The Vice
Presidents shall have such other powers and perform such other duties as from
time to time may be prescribed for them respectively by the Board of Directors,
these Bylaws or the President.

       Section 10.  The Secretary shall keep or cause to be kept, at the
principal office or such other place as the Board of Directors may order, a book
of minutes of all meetings and actions of directors, committees of directors and
stockholders, with the time and place of holding, whether 


                                                                            12


regular or special, and, if special, how authorized, the notice thereof given,
the names of those present at directors' and committee meetings, the number of
shares present or represented at stockholders' meetings, and the proceedings
thereof.

       The Secretary shall keep, or cause to be kept, at the principal office or
at the office of the Corporation's transfer agent or registrar, a share
register, or a duplicate share register, showing the names of all stockholders
and their addresses, the number and classes of shares held by each, the number
and date of certificates issued for the same, and the number and date of
cancellation of every certificate surrendered for cancellation.

       The Secretary shall give, or cause to be given, notice of all meetings of
the stockholders and of the Board of Directors required by these Bylaws or by
law to be given, and he shall keep the seal of the Corporation, if one be
adopted, in safe custody, and shall have such other powers and perform such
other duties as may be prescribed by the Board of Directors or by the Bylaws.

       Section 11. The Chief Financial Officer shall keep and maintain, or cause
to be kept and maintained, adequate and correct books and records of accounts of
the properties and business transactions of the Corporation, including accounts
of its assets, liabilities, receipts, disbursements, gains, losses, capital,
retained earnings and shares.  The books of account shall be open at all times
to inspection by any director.

       The Chief Financial Officer shall deposit all moneys and other valuables
in the name and to the credit of the Corporation with such depositaries as may
be designated by the Board of Directors.  He shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, shall render to the
President and Directors, whenever they request it, an account of all of his
transactions as Chief Financial Officer and of the financial condition of the
Corporation, and shall have other powers and perform such other duties as may be
prescribed by the Board of Directors or these Bylaws.

       Section 12.  The Treasurer and the Controller shall each have such powers
and perform such duties as from time to time may be prescribed for him by the
Board of Directors, the President or these Bylaws.

                                     ARTICLE V

                               Certificates of Stock

       Section 1. Every holder of stock of the Corporation shall be entitled 
to have a certificate signed by, or in the name of the Corporation by, the 
Chairman or Vice Chairman of the Board of Directors, or the President or a 
Vice President, and by the Secretary or an Assistant Secretary, if one be 
appointed, or the Treasurer or an Assistant Treasurer, if one be appointed, 
of the Corporation, certifying the number of shares represented by the 
certificate owned by such stockholder in the Corporation.

                                                                            13


       Section 2. Any or all of the signatures on the certificate may be a 
facsimile.  In case any officer, transfer agent or registrar who has signed 
or whose facsimile signature has been placed upon a certificate shall have 
ceased to be such officer, transfer agent or registrar before such 
certificate is issued, it may be issued by the Corporation with the same 
effect as if he were such officer, transfer agent or registrar at the date of 
issue.

       Section 3. If the Corporation shall be authorized to issue more than 
one class of stock or more than one series of any class, the powers, 
designations, preferences and relative, participating, optional or other 
special rights of each class of stock or series thereof and the 
qualification, limitations or restrictions of such preferences and/or rights 
shall be set forth in full or summarized on the face or back of the 
certificate which the Corporation shall issue to represent such class or 
series of stock, provided that, except as otherwise provided by statute, in 
lieu of the foregoing requirements, there may be set forth on the face or 
back of the certificate which the Corporation shall issue to represent such 
class or series of stock, a statement that the Corporation will furnish 
without charge to each stockholder who so requests the powers, designations, 
preferences and relative, participating, optional or other special rights of 
each class of stock or series thereof and the qualifications, limitations or 
restrictions of such preferences and/or rights.

                       Lost, Stolen or Destroyed Certificates

       Section 4. The Board of Directors, the Secretary and the Treasurer 
each may direct a new certificate or certificates to be issued in place of 
any certificate or certificates theretofore issued by the Corporation alleged 
to have been lost, stolen or destroyed, upon the making of an affidavit of 
that fact by the owner of such certificate, or his legal representative.  
When authorizing such issue of a new certificate or certificates, the Board 
of Directors may, in its discretion and as a condition precedent to the 
issuance thereof, require the owner of such lost, stolen or destroyed 
certificate or certificates, or his legal representative, to advertise the 
same in such manner as it shall require and/or to furnish the Corporation a 
bond in such form and substance and with such surety as it may direct as 
indemnity against any claim that may be made against the Corporation with 
respect to the Certificate alleged to have been lost, stolen or destroyed.

                                 Transfers of Stock

       Section 5.  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, it shall be
the duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                                 Fixing Record Date

       Section 6. In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of the stockholders, or any
adjournment thereof, 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 


                                                                            14


of any other lawful action, the Board of Directors may fix a record date 
which shall not be more than 60 nor less than 10 days before the date of such 
meeting, nor more than 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 of Directors may fix a new record date for the 
adjourned meeting.

                               Registered Stockholder

       Section 7. The Corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder in fact thereof and,
accordingly, shall not be bound to recognize any equitable or other claim or
interest in such share on the part of any other person, whether or not it shall
have express or other notice thereof, save as expressly provided by the laws of
the State of Delaware. 

                                     ARTICLE VI
                                          
                                 General Provisions
                                          
                                     Dividends
                                          
       Section 1. Dividends upon the capital stock of the Corporation, subject
to the provisions of the Certificate of Incorporation, if any, may be declared
by the Board of Directors at any regular or special meeting, pursuant to law. 
Dividends may be paid in cash, in property or in shares of the Corporation's
capital stock, subject to the provisions of the Certificate of Incorporation.

       Section 2. Before declaration of any dividend, there may be set aside out
of any funds of the Corporation available for dividends such sum or sums as the
Board of Directors from time to time, in their absolute discretion, thinks
proper as a reserve fund to meet contingencies, or for equalizing dividends, or
for repairing or maintaining any property of the Corporation, or for such other
purpose as the Board of Directors shall think conducive to the interests of the
Corporation, and the Board of Directors may thereafter abolish any such reserve
in its absolute discretion.

                                       Checks

       Section 3. All checks, drafts or other orders for payment of money, notes
or other evidences of indebtedness, issued in the name of or payable to the
Corporation shall be signed by such officer or officers as the Board of
Directors or the President or any Vice President, acting jointly, may from time
to time designate.

       Section 4. The President, any Vice President, the Secretary or the
Treasurer may enter into contracts and execute instruments on behalf of the
Corporation.  The Board of Directors, the President or any Vice President may
authorize any officer or officers, and any employee or 


                                                                            15


employees or agent or agents of the Corporation or any of its subsidiaries, to
enter into any contract or execute any instrument in the name of and on behalf
of the Corporation, and such authority may be general or confined to specific
instances.

                                    Fiscal Year

       Section 5. The fiscal year of the Corporation shall be October 1 through
September 30, unless otherwise fixed by resolution of the Board of Directors.

                                      Notices

       Section 6. Whenever, under the provisions of the statutes, the
Certificate of Incorporation or these Bylaws, notice is required to be given to
any director, it shall not be construed to require personal notice, but such
notice may be given in writing, by mail, addressed to such director, at his
address as it appears on the records of the Corporation (unless prior to the
mailing of such notice he shall have filed with the Secretary a written request
that notices intended for him be mailed to some other address, in which case
such notice shall be mailed to the address designated in the request) 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; provided, however,
that, in the case of notice of a special meeting of the Board of Directors, if
such meeting is to be held within seven calendar days after the date of such
notice, notice shall be deemed given as of the date such notice shall be
accepted for delivery by a courier service that provides 'opening of business
next day' delivery, so long as at least one attempt shall have been made, on or
before the date such notice is accepted for delivery by such courier service, to
provide notice by telephone to each director at his principal place of business
and at his principal residence.  Notice to directors may also be given by
telegram, by personal delivery or telephone.

       Section 7. Whenever any notice is required to be given under the
provisions of the statutes, the Certificate of Incorporation or these Bylaws, a
waiver thereof in writing, or by telegraph, cable or other written form of
recorded communication, signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed equivalent
thereto.

                                  Annual Statement

       Section 8. The Board of Directors shall present at each annual meeting,
and at any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
Corporation.


                                                                            16


                                    ARTICLE VII
                                          
                                     Amendments
                                          
       Section 1. Except any amendment to this Article VII and to Article II,
Section 6, Article II, Section 10, Article III, Section 1 (as it relates to
increases in the number of directors), Article III, Section 2, the last sentence
of Article III, Section 3 (as it relates to removal of directors), Article III,
Section 4, Article III, Section 16 and Article VI, Section 6 of these Bylaws, or
any of such provisions, which shall require approval by the affirmative vote of
directors representing at least 75% of the number of directors provided for in
accordance with Article III, Section 1, and except as otherwise expressly
provided in a bylaw adopted by the stockholders as hereinafter provided, the
directors, by the affirmative vote of a majority of the whole Board and without
the assent or vote of the stockholders, may at any meeting, make, repeal, alter,
amend or rescind any of these Bylaws, provided the substance of the proposed
amendment or other action shall have been stated in a notice of the meeting. 

       Section 2. These Bylaws may not be altered, amended or rescinded, and new
Bylaws may not be adopted, by the stockholders of the Corporation except by the
vote of the holders of not less than 75% of the total voting power of all shares
of stock of the Corporation entitled to vote in the election of directors,
considered for such purpose as one class.