<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>3
<FILENAME>d96964ex3-2.txt
<DESCRIPTION>AMENDED AND RESTATED BY-LAWS
<TEXT>
<PAGE>
                                                                     EXHIBIT 3.2

                          AMENDED AND RESTATED BY-LAWS

                                       OF

                             HELMERICH & PAYNE, INC.


                                  - - -oOo- - -


                                     OFFICES

         1. The principal office shall be in the City of Wilmington, County of
New Castle, State of Delaware, and the name of the resident agent in charge
thereof is The Corporation Trust Company.

         2. The corporation may also have offices at Tulsa, Oklahoma, and at
such other places as the Board of Directors may from time to time appoint or the
business of the corporation may require.

                                      SEAL

         3. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "Corporate Seal,
Delaware". Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.



<PAGE>


                             STOCKHOLDERS' MEETINGS

         4. All meetings of the stockholders for the election of Directors shall
be held at the principal office of the corporation in Tulsa, Oklahoma. Special
meetings of stockholders for any other purpose may be held at such place and
time as shall be stated in the notice of the meeting.

         5. An annual meeting of stockholders, after the year 1940, shall be
held on the first Wednesday of March in each year if not a legal holiday, and if
a legal holiday, then on the next secular day following, at 12:00 o'clock noon,
when they shall elect by a plurality vote, by ballot, a Board of Directors, and
transact such other business as may properly be brought before the meeting.

         6. The holders of a majority of the stock issued and outstanding, and
entitled to vote thereat, present in person, or represented by proxy, shall be
requisite and shall constitute a quorum at all meetings of the stockholders for
the transaction of business except as otherwise provided by statute, by the
Certificate of Incorporation or by these By-laws. If, however, such quorum shall
not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person, or by proxy, shall
have power to 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 notified. Unless otherwise provided by statute, a plurality of the
votes cast at any meeting


<PAGE>



of the stockholders at which a quorum is present shall be necessary for the
authorization of any action or the transaction of any business at such meeting
and, except as provided in Section 5 above for the election of Directors, the
vote need not be by ballot unless a vote by ballot is demanded by a stockholder
present at the meeting.

         7. At any meeting of the stockholders every stockholder having the
right to vote shall be entitled to vote in person, or 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. Each stockholder shall have one vote for each share of stock
having voting power, registered in his name on the books of the corporation, and
except where the transfer books of the corporation shall have been closed or a
date shall have been fixed as a record date for the determination of its
stockholders entitled to vote, no share of stock shall be voted on at any
election of Directors which shall have been transferred on the books of the
corporation within twenty days next preceding such election of Directors.

         8. Written notice of the annual meeting shall be served upon or mailed
to each stockholder entitled to vote thereat at such address as appears on the
stock books of the corporation, at least ten (10) days prior to the meeting.

         9. A complete list of the stockholders entitled to vote at the ensuing
election, arranged in alphabetical order, with the residence of each and the
number of voting shares held by each, shall be prepared by the Secretary and
filed in the office where



<PAGE>



the election is to be held, at least ten days before every election, and shall
at all times during the usual hours for business and during the whole time of
said election, be open to the examination of any stockholder.

         10. Special meetings of the stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, may be called by the President and shall
be called by the President or Secretary at the request in writing of a majority
of the Board of Directors. Such request shall state the purpose or purposes of
the proposed meeting.

         11. Business transacted at all special meetings shall be confined to
the objects stated in the call.

         12. Written notice of a special meeting of stockholders, stating the
time and place and object thereof, shall be served upon or mailed at least ten
(10) days before such meeting to each stockholder entitled to vote thereat at
such address as appears on the books of the corporation.

         12.1 Without limiting any other notice requirements imposed by law, the
Certificate of Incorporation or these By-laws, any nomination for election to
the Board of Directors or other proposal to be presented by any stockholder at a
stockholder meeting will be properly presented only if written notice of such
stockholder's intent to make such nomination or proposal has been delivered or
mailed to and received by the Secretary, not later than (i) for an annual
meeting to be held on the first Wednesday in March or an annual meeting to be
held on any other date for which the corporation gives at least 90 days prior
notice of such date to



<PAGE>



stockholders, not less than 50 nor more than 75 days prior to such meeting, or
(ii) for any other annual meeting or a special meeting, the close of business on
the tenth day after notice of such meeting is first given to stockholders. Such
notice by the stockholder to the corporation shall set forth in reasonable
detail information concerning the nominee (in the case of a nomination for
election to the Board of Directors) or the substance of the proposal (in the
case of any other stockholder proposal), and shall include, without limiting the
foregoing: (a) the name and address of the stockholder who intends to present
the nomination or other proposal and of the person or persons, if any, to be
nominated; (b) a representation that the stockholder is a holder of record of
stock of the corporation entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to present the nomination or other proposal
specified in the notice; (c) a description of all arrangements or understandings
between the stockholder and any other person or persons (naming such person or
persons) pursuant to which the nomination or other proposal is to be made by the
stockholder; (d) such other information regarding each proposal and each nominee
as would have been required to be included in a proxy statement filed pursuant
to the proxy rules of the Securities and Exchange Commission had the nomination
or other proposal been made by the Board of Directors; and (e) the consent of
each nominee, if any, to serve as a Director of the corporation if elected. The
chairman of the meeting may, in his sole discretion, refuse to acknowledge a
nomination or other proposal



<PAGE>



presented by any person that does not comply with the foregoing procedure.

         13. A. Whenever the vote of stockholders at a meeting thereof is
required or permitted to be taken in connection with any corporate action, the
meeting and vote of stockholders may be dispensed with to the extent permitted
by law, if all the stockholders who would have been entitled to vote upon the
action if such meeting were held shall consent in writing to such corporate
action being taken. A minute of any such corporate action consented to in
writing by all the stockholders shall be inserted in the records of the
corporation as of the date such action was taken. The minute shall state that
such action was taken in lieu of an annual or a special meeting or other action
required to be taken by the stockholders, and the written consent of all the
stockholders shall either appear at the foot of such minute or be filed with the
records of the corporation with such minute.

             B. The record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting shall be fixed by the
Board of Directors. Any stockholder seeking to have the stockholders authorize
or take corporate action by written consent without a meeting shall, by written
notice, request the Board of Directors to fix a record date. Within ten days
after receiving such a notice, the Board of Directors shall fix as a record date
for such proposed action by written consent such date as the Board shall
consider appropriate in the circumstances.



<PAGE>



                                    DIRECTORS

         14. A. The number of Directors which shall con-stitute the entire Board
shall be ten, which number may from time to time be increased or decreased by a
majority of the entire Board of Directors, but shall in no event be less than
three. If the number of Directors be increased, as hereinabove provided or
otherwise pursuant to law, such increase shall be deemed to create vacancies to
be filled as hereinafter prescribed. Directors need not be stockholders. No
person shall be eligible to be nominated to be a Director who will have attained
the age of 72 years on or before the Annual Meeting of Stockholders at which he
or she is to be elected nor shall any Director be eligible to be appointed by
the Board of Directors to fill a vacancy if he or she has or shall have attained
the age of 72 years at the time of appointment. No Officer of the Company, other
than a person who is or has been Chairman of the Board or President, shall
become nor may remain a Member of the Board of Directors after ceasing to be an
officer.

         B. The Board of Directors shall be divided into three classes: one
class of Directors composed of three Directors and known as the First Class
shall be those Directors elected for a three-year term at the Annual Meeting of
Stockholders held March 5, 1980; another class of Directors composed of three
Directors and known as the Second Class shall be those Directors elected for a
three-year term at the Annual Meeting of Stockholders held March 1, 1978; and
another class of Directors composed of three Directors and known as the Third
Class shall be those Directors elected for a three-year term at the Annual
Meeting of Stockholders held March



<PAGE>



7, 1979, and one additional Director elected at the Special Meeting of the Board
of Directors held May 13, 1980, as the third member of the Third Class. At each
succeeding Annual Meeting of Stockholders successors to the class of Directors
whose term expires in that year will be elected for a three-year term. Vacancies
in any class that occur prior to the expiration of the then current term of such
class if filled by the Board of Directors shall be filled for the remainder of
the full term of such class. If the number of Directors is changed, any increase
or decrease of Directors shall be apportioned among the classes so as to
establish or maintain equality in number among the classes and any additional
Director elected to any class shall hold office for a term which shall coincide
with the term of such class. Where the number of Directors constituting the
whole Board is such that it is impossible to establish or maintain complete
equality in number among the classes, the increase or decrease in Directors
shall be apportioned among the classes so as to maintain all classes as nearly
equal in number as possible, and so that the Third Class does not have more
members than either the First or Second Class and the Second Class does not have
more members than the First Class. Except as otherwise provided for filling
vacancies, the Directors of the Company shall be elected by class at the Annual
Meeting of Stockholders to serve until their successors are elected and
qualified.

         15. The Directors may hold their meetings and keep the books of the
corporation, except the original or duplicate stock ledger,



<PAGE>



outside of Delaware at such places as they may from time to time determine.

         16. If the office of any Director or Directors becomes vacant by reason
of death, resignation, retirement, disqualification, removal from office, or
otherwise, a majority of the remaining Directors, though less than a quorum,
shall choose a successor or successors, who shall hold office for the unexpired
term in respect to which such vacancy occurred or until the next election of
Directors.

         17. The property and business of the corporation shall be managed by
its Board of Directors which may exercise all such powers of the corporation and
do all such lawful acts and things as are not by statute or by the Certificate
of Incorporation or by these By-laws directed or required to be exercised or
done by the stockholders.

                             COMMITTEES OF DIRECTORS

         18. The Board of Directors may, by resolution or resolutions passed by
a majority of the whole Board, designate one or more committees, each committee
to consist of two or more of the Directors of the corporation, which, to the
extent provided in said resolution or resolutions, shall have and may exercise
the powers of the Board of Directors in the management of the business and
affairs of the corporation, and may have power to authorize the seal of the
corporation to be affixed to all papers which may require it. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the Board of Directors.



<PAGE>



         19. The committees shall keep regular minutes of their proceedings and
report the same to the Board when required.

                            COMPENSATION OF DIRECTORS

         20. Directors, as such, shall not receive any stated salary for their
services, but by resolution of the Board, a fixed sum and expenses of
attendance, if any, may be allowed for attendance at each regular or special
meeting of the Board; provided that nothing herein contained shall be construed
to preclude any Director from serving the corporation in any other capacity and
receiving compensation therefor.

         21. Members of special or standing committees may be allowed like
compensation for attending committee meetings.

                              MEETINGS OF THE BOARD

            22. The first meeting of each newly elected Board shall be held at
   such time and place either within or without the State of Delaware as shall
   be fixed by the vote of the stockholders at the annual meeting, and no notice
   of such meeting shall be necessary to the newly elected Directors in order
   legally to constitute the meeting; provided a majority of the whole Board
   shall be present; or they may meet at such place and time as shall be fixed
   by the consent in writing of all the Directors.

            23. Regular meetings of the Board may be held without notice at such
   time and place either within or without the State of Delaware as shall from
   time to time be determined by the Board.


<PAGE>


            24. Special meetings may be called by the Chairman of the Board, the
   President or the Secretary on no less than twenty-four (24) hours notice to
   each Director, either personally, by mail (regular or express), facsimile
   transmission, e-mail, telegram or by any combination thereof. Special
   meetings shall be called by the President or Secretary in like manner and on
   like notice on the written request of a majority of the Board of Directors.
   Notice of the calling of any special meeting may be disseminated in any
   manner set forth above by the person calling the meeting or the Secretary or
   any Assistant Secretary provided such notice indicates the person who has
   duly called the same. Each such notice shall state the time and place of the
   meeting to be so held. Except as otherwise specifically provided in these
   By-laws, no notice of the objects or purposes of any special meeting of the
   Board of Directors need be given and, unless otherwise indicated in the
   notice thereof, any and all business may be transacted at any such special
   meeting.

            25. At all meetings of the Board four (4) Directors shall constitute
   a quorum for the transaction of business, and the act 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, expect as may be otherwise specifically provided
   by statute or by the Certificate of Incorporation, or by these By-laws.


                                    OFFICERS


            26. The officers of the corporation shall be chosen by the
   Directors, who at any time, may elect a Chairman of the



<PAGE>



   Board, a Chief Executive Officer, a Chief Operating Officer, a President, one
   or more Vice-Presidents, a Secretary, and a Treasurer. The Directors may also
   designate any one or more Vice-Presidents, as Executive Vice-Presidents,
   Senior Vice-Presidents, Financial Vice-President or otherwise and may elect
   or appoint such additional officers, including Assistant Secretaries and
   Assistant Treasurers, and agents as the Directors may deem advisable. Any two
   or more offices may be held by the same person, except the offices of
   Chairman of the Board and Secretary and the offices of President and
   Secretary.

            27. The Board of Directors, at its first meeting after each annual
   meeting of stockholders, or as soon as conveniently possible, shall choose
   the principal officers, none of whom, except the Chairman of the Board, need
   be a member of the Board.

            28. The salaries of all officers and agents of the corporation shall
   be fixed by the Board of Directors. No officer or agent shall be ineligible
   to receive such salary by reason of the fact that he is also a Director of
   the corporation and receiving compensation therefor.

            29. The officers of the corporation shall hold office until their
   successors are chosen and qualify in their stead. Any officer elected or
   appointed by the Board of Directors may be removed at any time by the
   affirmative vote of a majority of the whole Board of Directors.

            30. If the office of any officer becomes vacant for any reason, the
   vacancy shall be filled by the Board of Directors.


<PAGE>


                              CHAIRMAN OF THE BOARD

            31. The Chairman of the Board shall preside at all meetings of the
   stockholders and the Board of Directors. Except where, by law, the signature
   of the President is required, the Chairman shall possess the same power as
   the President to sign all certificates, contracts, and other instruments of
   the corporation which may be authorized by the Board of Directors. He shall
   have such other powers and perform such other duties as the Board of
   Directors or its Executive Committee may from time to time prescribe.

                             CHIEF EXECUTIVE OFFICER

            32. The Chief Executive Officer shall have general active management
   of the business of the corporation, and in the absence of the Chairman of the
   Board, shall preside at all meetings of the shareholders and the Board of
   Directors; and shall see that all orders and resolutions of the Board of
   Directors are carried into effect. He shall have such other powers and
   perform such other duties as the Board of Directors or its Executive
   Committee may from time to time prescribe.

                             CHIEF OPERATING OFFICER

            33. In the event that the Board of Directors shall have chosen a
   Chief Executive Officer, they may choose a Chief Operating Officer. The Chief
   Operating Officer, shall have general direction of the supervision over the
   ordinary details relating to the corporation's production and exploration,
   drilling, chemicals, real estate, and administrative departments; he shall
   always proceed, however, pursuant to the



<PAGE>



   instructions of the Chief Executive Officer. It shall be the duty of the
   Chief Operating Officer to report to the Chief Executive Officer daily the
   exact nature, extent, terms and conditions of all business, contracts and
   commitments; to render promptly such statements and reports touching upon the
   business of the corporation in his charge as may be called for from time to
   time by the Chief Executive Officer or by the Board of Directors; and to
   perform such other duties as may be prescribed from time to time by the Board
   of Directors.

                                  THE PRESIDENT

            34. The President, in the absence of the Chairman of the Board and
   the Chief Executive Officer, shall preside at all meetings of the
   stockholders and the Board of Directors. He shall have, subject to the
   authority of the Chairman of the Board and/or the Chief Executive Officer,
   general supervision of the affairs of the corporation, shall sign or
   countersign all certificates, contracts, or other instruments of the
   corporation as authorized by the Board of Directors or as required by law,
   shall make reports to the Board of Directors and stockholders, and shall
   perform any and all other duties as are incident to his office or are
   properly required of him by the Board of Directors.

                                 VICE-PRESIDENTS

            35. The Vice-Presidents, in the order designated by the Board of
   Directors, shall, in the absence or disability of the President, or at his
   request, perform the duties and exercise the powers of the President and
   shall perform such other duties



<PAGE>



   as from time to time the Board of Directors shall prescribe.

                         THE SECRETARY AND THE TREASURER

            36. The Secretary and the Treasurer shall perform those duties as
   are incident to their offices, or are properly required of them by the Board
   of Directors, or are assigned to them by the Certificate of Incorporation or
   these By-Laws. The Assistant Secretaries, in the order of their seniority,
   shall, in the absence of the Secretary perform the duties and exercise the
   powers of the Secretary, and shall perform any other duties as may be
   assigned by the Board of Directors, Chairman of the Board, Chief Executive
   Officer, President, or the Secretary. The Assistant Treasurers, in the order
   of their seniority, shall, in the absence of the Treasurer perform the duties
   and exercise the powers of the Treasurer, and shall perform any other duties
   as may be assigned by the Board of Directors, Chairman of the Board, Chief
   Executive Officer, President, or the Treasurer.

                           OTHER SUBORDINATE OFFICERS

            37. Other subordinate officers appointed by the Board of Directors
   shall exercise any powers and perform any duties as may be delegated to them
   by the resolutions appointing them, or by subsequent resolutions adopted from
   time to time.

                              ABSENCE OR DISABILITY

            38. In case of the absence or disability of any officer of the
   corporation and of any person authorized to act in his or her place during
   such period of absence or disability, the Board of Directors may from time to
   time delegate the powers



<PAGE>



   and duties of that officer to any other officer, or any director, or any
   other person whom it may select.

                         VOTING CORPORATION'S SECURITIES

            39. Unless otherwise ordered by the Board of Directors, the Chairman
   of the Board, the Chief Executive Officer, or the President, in that order,
   or in the event of their inability to act, the Vice-President designated by
   the Board of Directors to act in the absence of the Chairman of the Board,
   the Chief Executive Officer or the President, shall have full power and
   authority on behalf of the corporation to attend and to act and to vote at
   any meetings of security holders of corporations in which the corporation may
   hold securities, and at such meetings shall possess and may exercise any and
   all rights and powers incident to the ownership of such securities, and which
   as the owner thereof the corporation might have possessed and exercised, if
   present. The Board of Directors by resolution from time to time may confer
   like powers upon any other person or persons.

                              CERTIFICATES OF STOCK

            40. The certificates of stock of the corporation shall be numbered
   and shall be entered in the books of the corporation as they are issued. They
   shall exhibit the holder's name and number of shares and shall be signed by
   the chairman or vice-chairman of the board of directors or the president or
   vice-president, and by the treasurer or an assistant treasurer, or the
   secretary or an assistant secretary. If the corporation has a transfer agent
   or an assistant transfer agent or a


<PAGE>


   transfer clerk acting on its behalf and a registrar, the signature of any
   such officer may be a facsimile.

                               TRANSFERS OF STOCK

            41. 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, assignment 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.

                            CLOSING OF TRANSFER BOOKS

            42. The board of Directors shall have power to close the stock
   transfer books of the corporation for a period not exceeding sixty days
   preceding the date of any meeting of stockholders or the date for payment of
   any dividend or the date for the allotment of rights or the date when any
   change or conversion or exchange of capital stock shall go into effect or for
   a period of not exceeding sixty days in connection with obtaining the consent
   of stockholders for any purpose; provided, however, that in lieu of closing
   the stock transfer books as aforesaid, the Board of Directors may fix in
   advance a date, not exceeding sixty days preceding the date of any meeting of
   stockholders or the date for the payment of any dividend, or the date for the
   allotment of rights, or the date when any change or conversion or exchange of
   capital stock shall go into effect, or a date in connection with obtaining
   such consent, as a record date for the determination of the



<PAGE>



   stockholders entitled to notice of, and to vote at, any such meeting, and any
   adjournment thereof, or entitled to receive payment of any such dividend, or
   to any such allotment of rights, or to exercise the rights in respect of any
   such change, conversion or exchange of capital stock, or to give such
   consent, and in such case such stockholders, and only such stockholders as
   shall be stockholders of record on the date so fixed, shall be entitled to
   such notice of, and to vote at, such meeting and any adjournment thereof, or
   to receive payment of such dividend, or to receive such allotment of rights,
   or to exercise such rights, or to give such consent, as the case may be,
   notwithstanding any transfer of any stock on the books of the corporation
   after any such record date fixed as aforesaid.

                             REGISTERED STOCKHOLDERS

            43. 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 to
   or interest in such share on the part of any other person, whether or not it
   shall have express or other notice thereof, except as otherwise provided by
   the laws of Delaware.

                                LOST CERTIFICATE

            44. The Board of Directors 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 or destroyed,
   upon the making of an affidavit of that fact by the person claiming the
   certificate of stock to be


<PAGE>


   lost. 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 or destroyed certificate or
   certificates, or his legal representative, to advertise the same in such
   manner as it shall require and/or give the corporation a bond in such sum 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 or
   destroyed. The Board of Directors need not act specifically upon the
   replacement of each lost or destroyed certificate, but may delegate to the
   officers of the corporation the power to authorize, in writing, without
   further authority of the Board of Directors, the transfer agent of the
   corporation to issue a new certificate or certificates of stock in
   replacement of certificates alleged to have been lost, stolen, or destroyed;
   provided, however, that no replacement certificates shall be issued unless
   there shall first have been furnished to the corporation or its transfer
   agent satisfactory proof of such loss, theft, or destruction, and adequate
   protection to the corporation and its transfer agent under an appropriate
   bond of indemnity under which they shall be named as Obligee, and which bond
   shall be in an amount and form satisfactory to the officer of the corporation
   issuing the written authorization.

                                     CHECKS

            45. All checks or demands for money and notes of the corporation
   shall be signed by such officer or officers or such



<PAGE>



   other person or persons as the Board of Directors may from time to time
   designate.

                                   FISCAL YEAR

            46. The fiscal year shall begin the first day of October in each
   year.

                                    DIVIDENDS

            47. 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 capital
   stock.

            48. Before payment of any dividend there may be set aside out of any
   funds of the corporation available for dividends such sum or sums as the
   Directors from time to time, in their absolute discretion, think 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 Directors shall think conducive to the interest of the
   corporation, and the Directors may abolish any such reserve in the manner in
   which it was created.

                           DIRECTORS' ANNUAL STATEMENT

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

                                     NOTICES

            50. Whenever under the provisions of these By-laws notice



<PAGE>



   is required to be given to any Director or stockholder, it shall not be
   construed to mean personal notice, but such notice may be given in writing,
   by mail, by depositing the same in the post office or letter box, in a
   post-paid sealed wrapper, addressed to such Director or stockholder at such
   address as appears on the books of the corporation, or, in default of other
   address, to such Director or stockholder at the General Post Office in the
   City of Wilmington, Delaware, and such notice shall be deemed to be given at
   the time when the same shall be thus mailed.

            51. Any notice required to be given under these By-laws may be
   waived in writing, signed by the person or persons entitled to said notice,
   whether before or after the time stated therein. Consent in writing to any
   action by all of the stockholders pursuant to By-law 13 shall be deemed a
   waiver by such stockholder of all notice in respect to such action.

                                   AMENDMENTS

            52. These By-laws may be altered or repealed at any regular meeting
   of the stockholders or at any special meeting of the stockholders at which a
   quorum is present or represented, provided notice of the proposed alteration
   or repeal be contained in the notice of such special meeting, by the
   affirmative vote of a majority of the stock entitled to vote at such meeting
   and present or represented thereat, or by the affirmative vote of a majority
   of the Board of Directors at any regular meeting of the Board or at any
   special meeting of the Board if notice of the proposed alteration or repeal
   be


<PAGE>


   contained in the notice of such special meeting; provided, however, that no
   change of the time or place for the election of Directors shall be made
   within sixty days next before the day on which such election is to be held,
   and that in case of any change of such time or place, notice thereof shall be
   given to each stockholder in person or by letter mailed to his last known
   post office address at least twenty days before the election is held.

            APPROVED by the Board of Directors of the Corporation on December 5,
   2001 and March 6, 2002.





</TEXT>
</DOCUMENT>
