


                          BY-LAWS

                             of

                  HEWLETT-PACKARD COMPANY

                 (a California Corporation)

                     _________________


                         ARTICLE I

                          OFFICES

     Section 1.1 PRINCIPAL OFFICE.  The principal
office for the transaction of the business of the
corporation is hereby fixed and located at 3000
Hanover Street, in the city of Palo Alto, State of
California.  The Board of Directors is hereby
granted full power and authority to change said
principal office to another location within or
without the State of California. 

     Section 1.2 OTHER OFFICES.  One or more branch
or other subordinate offices may at any time be
fixed and located by the Board of Directors at such
place or places within or without the State of
California as it deems appropriate. 

                         ARTICLE II

                         DIRECTORS

     Section 2.1 EXERCISE OF CORPORATE POWERS. 
Except as other- wise provided by the Articles of
Incorporation of the corporation or by the laws Of
the State of California now or hereafter in force,
the business and affairs of the corporation shall
be man- aged and all corporate powers shall be
exercised by or under the direction of the Board of
Directors.  The Board may delegate the management
of the day-to-day operation of the business of the
corporation as permitted by law provided that the
business and affairs of the corporation shall be
managed and all corporate powers shall be exercised
under the ultimate direction of the Board. 
 
         Section 2.2 NUMBER.  The number of the
Corporation's directors shall be not less than
eleven (11) nor more than twenty-one (21) until
changed by an amendment of this Section 2.2 adopted
by the Shareholders or Board of Directors.  Within
such limits the exact number of directors shall be
fifteen (15) until changed by an amendment to this
Section 2.2 adopted by the shareholders or by the
Board of Directors. 

         Section 2.3 NEED NOT BE SHAREHOLDERS. The
directors Of the corporation need not be
shareholders of the corporation. 

         Section 2.4 COMPENSATION.  Directors shall
receive for their services as directors such stated
fees or other compensation and allowances for
expenses of attendance as may from time to time be
fixed by the Board of Directors.  The directors may
also serve the corporation in other capacities and
receive compensation therefor. 

         Section 2.5 ELECTION AND TERM OF OFFICE.  At
each annual meeting of shareholders, directors
shall be elected to hold office until the next
annual meeting, provided, that if for any reason,
said annual meeting or an adjournment thereof is
not held or the directors are not elected thereat,
then the directors may be elected at any special
meeting of the shareholders called and held for
that purpose.  The term of office of the directors
shall begin immediately after their election and
shall continue until the expiration of the term for
which elected and until their respective successors
have been elected and qualified. 

         Section 2.6 VACANCIES.  A vacancy or vacancies
in the Board of Directors shall exist when any
authorized position of director is not then filled
by a duly elected director, whether caused by
death, resignation, removal, change in the
authorized number of directors (by the Board or the
shareholders) or otherwise.  The Board of Directors
may declare vacant the office of a director who has
been declared of unsound mind by an order of court
or convicted of a felony.  Except for a vacancy
created by the removal of a director, vacancies on
the Board may be filled by a majority of the
directors then in office, whether or not less than
a quorum, or by a sole remaining director.  A
vacancy created by the removal of a director may be
filled only by the approval of the shareholders. 
The shareholders may elect a director at any time
to fill any vacancy not filled by the directors,
but any such election requires the affirmative vote
of a majority of the outstanding shares entitled to
vote and must be made at a meeting duly called and
held in accordance with Article X.  Any director
may resign effective upon giving written notice to
the Chairman of the Board, the President, the
Secretary or the Board of Directors of the
corporation, unless the notice specifies a later
time for the effectiveness of such resignation.  If
the resignation is effective at a future time, a
successor may be elected to take office when the
resignation becomes effective. 

         Section 2.7 REMOVAL.  (a) Any and all of the
directors may be removed without cause if such
removal is approved by the affirmative vote of a
majority of the outstanding shares entitled to vote
at an election of directors, subject to the
following:

              (1)  No director may be removed (unless
              the entire Board is removed) when the
              votes cast against removal, or not
              consenting in writing to such removal,
              would be sufficient to elect such
              director if voted cumulatively at an
              election at which the same total number
              of votes were cast (or, if such action is
              taken by written consent, all shares
              entitled to vote were voted) and the
              entire number of directors authorized at
              the time of the director's most recent
              election were then being elected; and

              (2)  When by the provisions of the
              Articles the holders of the shares of any
              class or series, voting as a class or
              series, are entitled to elect one or more
              directors, any director so elected may be
              removed only by the applicable vote of
              the holders of the shares of that class
              or series. 

         (b)  Any reduction of the authorized number of
directors does not remove any director prior to the
expiration of such director's term of office. 

         Section 2.8 NOTIFICATION OF NOMINATIONS. 
Nominations for the election of directors may be
made by the Board of Directors or by any
shareholder entitled to vote for the election of
directors.  Any shareholder entitled to vote for
the election of directors at a meeting may nominate
persons for election as directors only if written
notice of such shareholder's intent to make such
nomination is given, either by personal delivery or
by United States mail, postage prepaid, to the
Secretary of the Company not later than (I) with
respect to an election to be held at an annual
meeting of shareholders, 90 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 such
shareholder is a holder of record of stock of the
Company 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,   a description of all arrangements
or understandings between such 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 such
shareholder, (d) Such other information regarding
each nominee proposed by such shareholder 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 each 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 Company if so
elected.  The chairman of a shareholder meeting may
refuse to acknowledge the nomination of any person
not made in compliance with the foregoing
procedure.  (As amended November 21, 1985.)

                        ARTICLE III

                          OFFICERS

         Section 3.1 ELECTION AND QUALIFICATIONS.  The
officers of this corporation shall consist of a
President, one or more Vice Presidents, a Secretary
and a Chief Financial Officer who Shall be chosen
by the Board of Directors, and such other officers,
including but not limited to a Chairman of the
Board, a Vice Chairman of the Board, a Chairman of
the Executive Committee and a Treasurer as the
Board of Directors shall deem expedient, who shall
be chosen in such manner and hold their offices for
such terms as the Board of Directors may prescribe. 
Any two or more of such offices may be held by the
same person.  The Board Of Directors may designate
one or more Vice Presidents as Executive Vice
Presidents or Senior Vice Presidents.  Either the
Chairman of the Board, the Vice Chairman of the
Board, the Chairman Of the Executive Committee, or
the President, as the Board of Directors may
designate from time to time, shall be the Chief
Executive Officer of the corporation.  The Board of
Directors may from time to time designate the
President or any Executive Vice President as the
Chief Operating Officer of the corporation.  Any
Vice President, Treasurer or Assistant Treasurer,
or Assistant Secretary, respectively, may exercise
any of the powers of the President, the Chief
Financial Officer, or the Secretary, respectively,
as directed by the Board of Directors and shall
perform such other duties as are imposed upon such
officer by the By-Laws or the Board of Directors. 
(As amended January 20, 1978.) 

         Section 3.2 TERMS OF OFFICE AND COMPENSATION. 
The term of office and salary of each of said
officers and the manner and time of the payment of
such salaries shall be fixed and determined by the
Board of Directors and may be altered by said Board
from time to time at its pleasure, subject to the
rights, if any, of said officers under any contract
of employment. 

         Section 3.3 REMOVAL AND VACANCIES.  Any
officer of the corporation may be removed at the
pleasure of the Board of Directors at any meeting
or by vote of shareholders entitled to exercise the
majority of voting power of the corporation at any
meeting or at the pleasure of any officer who may
be granted such power by resolution of the Board of
Directors.  Any officer may resign at any time upon
written notice to the corporation without prejudice
to the rights, if any, of the corporation under any
contract to which the officer is a party.  If any
vacancy occurs in any office of the corporation,
the Board of Directors may elect a successor to
fill such vacancy for the remainder of the
unexpired term and until a successor is duly chosen
and qualified. 

                         ARTICLE IV

                   CHAIRMAN OF THE BOARD

         Section 4.1 POWERS AND DUTIES.  The Chairman
Of the Board Of Directors, if there be one, shall
preside at all meetings of the shareholders and of
the Board of Directors, and shall have the power to
call meetings of the shareholders and the Board of
Directors to be held within the limitations
prescribed by law or by these By-Laws, at such
times and at such places as the Chairman of the
Board shall deem proper.  The Chairman of the Board
shall have such other powers and shall be subject
to such other duties as the Board of Directors may
from time to time prescribe.  (As amended January
20, 1978.)

                        ARTICLE IVa

                 VICE CHAIRMAN OF THE BOARD

         Section 4.la POWERS AND DUTIES.  The Vice
Chairman Of the Board of Directors, if there shall
be one, shall, in the case of the absence,
disability or death of the Chairman, exercise all
the powers and perform all the duties of the
Chairman of the Board.  The Vice Chairman shall
have such other powers and perform such other
duties as may be granted or prescribed by the Board
of Directors. 

                        ARTICLE IVb

            CHAIRMAN OF THE EXECUTIVE COMMITTEE

         Section 4.lb POWERS AND DUTIES.  The Chairman
of the Executive Committee, if there be one, shall
have the power to call meetings of the shareholders
and also of the Board of Directors to be held,
subject to the limitations prescribed by law or by
these By-Laws, at such times and at such places as
the Chairman of the Executive Committee shall deem
proper.  The Chairman of the Executive Committee
shall have such other powers and be subject to such
other duties as the Board of Directors may from
time to time prescribe.  (As amended January 20,
1978.) 

                         ARTICLE V

                         PRESIDENT

         Section 5.1 POWERS AND DUTIES.  The powers and
duties of the President are:

         (a) To call meetings of the shareholders and
also of the Board of Directors to be held, subject
to the limitations prescribed by law or by these
By-Laws, at such times and at such places as the
President shall deem proper. 

         (b) To affix the signature of the corporation
to all deeds, conveyances, mortgages, leases,
obligations, bonds, certificates and other papers
and instruments in writing which have been
authorized by the Board of Directors or which, in
the judgment of the President, should be executed
on behalf of the corporation, and to sign
certificates for shares of stock of the
corporation. 

           To have such other powers and be subject to
such other duties as the Board of Directors may
from time to time prescribe. 

                         ARTICLE VI

                       VICE PRESIDENT

         Section 6.1 POWERS AND DUTIES.  In Case Of the
absence, disability or death of the President, the
Vice President, or one of the Vice Presidents,
shall exercise all the powers and perform all the
duties of the President.  If there is more than one
Vice President, the order in which the Vice
Presidents shall succeed to the powers and duties
of the President shall be as fixed by the Board of
Directors.  The Vice President or Vice Presidents
shall have such other powers and perform such other
duties as may be granted or prescribed by the Board
of Directors. 

                        ARTICLE VII

                         SECRETARY

         Section 7.1 POWERS AND DUTIES.  The powers and
duties of the Secretary are:

         (a) To keep a book of minutes at the principal
office of the corporation, or such other place as
the Board of Directors may order, of all meetings
of its directors and shareholders with the time and
place of holding, whether regular or special, and,
if special, how authorized, the notice thereof
given, the names of those present at directors'
meetings, the number of shares present or
represented at shareholders' meetings and the
proceedings thereof.

         (b) To keep the Seal of the Corporation and to
affix the same to all instruments which may require
it. 

           To keep or cause to be kept at the principal
office of the corporation, or at the office of the
transfer agent or agents, a share register, or
duplicate share registers, showing the names of the
shareholders and their addresses, the number and
classes of shares, and the number and date of
cancellation of every certificate surrendered for
cancellation. 

         (d) To keep a supply of certificates for
shares of the corporation, to fill in all
certificates issued, and to make a proper record of
each such issuance; provided, that so long as the
corporation shall have one or more duly appointed
and acting transfer agents of the shares, or any
class or series of shares, of the corporation, such
duties with respect to such shares shall be
performed by such transfer agent or transfer
agents. 

         (e) To transfer upon the share books of the
corporation any and all shares of the corporation;
provided, that so long as the corporation shall
have one or more duly appointed and acting transfer
agents of the shares, or any class or series of
shares, of the corporation, such duties with
respect to such shares shall be performed by such
transfer agent or transfer agents, and the method
of transfer of each certificate shall be subject to
the reasonable regulations of the transfer agent to
which the certificate is presented for transfer,
and also, if the corporation then has one or more
duly appointed and acting registrars, to the
reasonable regulations of the registrar to which
the new certificate is presented for registration;
and provided, further that no certificate for
shares of stock shall be issued or delivered or, if
issued or delivered, shall have any validity
whatsoever until and unless it has been signed or
authenticated in the manner provided in Section
12.4 hereof. 

         (f) To make service and publication of all
notices that may be necessary or proper, and
without command or direction from anyone.  In case
of the absence, disability, refusal, or neglect of
the Secretary to make service or publication of any
notices, then such notices may be served and/or
published by the President or a Vice President, or
by any person thereunto authorized by either of
them or by the Board of Directors or by the holders
of a majority of the outstanding shares of the
corporation. 

         (g) Generally to do and perform all such
duties as pertain to the office of Secretary and as
may be required by the Board of Directors. 





                        ARTICLE VIII

                  CHIEF FINANCIAL OFFICER

         Section 8.1 POWERS AND DUTIES.  The powers and
duties of the Chief Financial Officer are:

         (a) To supervise the corporate-wide treasury
functions and financial reporting to external
bodies. 

         (b) To have the custody of all funds,
securities, evidence of indebtedness and other
valuable documents of the corporation and, at the
Chief Financial Officer's discretion, to cause any
or all thereof to be deposited for the account of
the corporation at such depositary as may be
designated from time to time by the Board of
Directors. 

              To receive or cause to be received, and
to give or cause to be given, receipts and
acquittances for monies paid in for the account of
the corporation. 

         (d)  To disburse, Or Cause to be disbursed,
all funds of the corporation as may be directed by
the Board of Directors, taking proper vouchers for
such disbursements. 

         (e)  To render to the President and to the
Board Of Directors, whenever they may require,
accounts of all transactions and of the financial
condition of the corporation. 

         (f)  Generally to do and perform all such
duties as pertain to the office of Chief Financial
Officer and as may be required by the Board of
Directors. 

                         ARTICLE IX

                  COMMITTEES OF THE BOARD

         Section 9.1 APPOINTMENT AND PROCEDURE.  The
Board Of Directors may, by resolution adopted by a
majority of the authorized number of directors,
designate one or more committees, each consisting
of two (2) or more directors, to serve at the
pleasure of the Board.  The Board may designate one
(1) Or more directors as alternate members of any
committee, who may replace any absent member at any
meeting of the committee. 

         Section 9.2 POWERS.  Any committee appointed
by the Board of Directors, to the extent provided
in the resolution of the Board or in these By-Laws,
shall have all the authority of the Board except
with respect to:

         (a)  the approval of any action which requires
the approval or vote of the shareholders;

         (b)  the filling of vacancies on the Board or
on any committee;

              the fixing of compensation of the
director for serving on the Board or on any
committee;

         (d)  the amendment or repeal of By-Laws or the
adoption of new By-Laws ;

         (e)  the amendment or repeal of any resolution
of the Board which by its express terms is not so
amendable or repealable;

         (f)  a distribution to the shareholders of the
corporation, except at a rate or in a periodic
amount or within a price range determined by the
Board;

         (g)  the appointment of other committees of
the Board Or the members thereof. 

         Section 9.3 EXECUTIVE COMMITTEE.  In the event
that the Board of Directors appoints an Executive
Committee, such Executive Committee, in all cases
in which specific directions to the contrary shall
not have been given by the Board of Directors,
shall have and may exercise, during the intervals
between the meetings of the Board of Directors, all
the powers and authority of the Board of Directors
in the management of the business and affairs of
the corporation (except as provided in Section 9.2
hereof) in such manner as the Executive Committee
may deem in the best interests of the corporation. 

                         ARTICLE X

                  MEETINGS OF SHAREHOLDERS

         Section 10.1 PLACE OF MEETINGS.  Meetings
(whether regular, special or adjourned) of the
shareholders of the corporation shall be held at
the principal office for the transaction of
business as specified in accordance with Section
1.1 hereof, or any place within or without the
State which may be designated by written consent of
all the shareholders entitled to vote thereat, or
which may be designated by the Board of Directors. 

         Section 10.2 TIME OF ANNUAL MEETINGS.  The
annual meeting of the shareholders shall be held at
the hour of 2:00 o'clock in the afternoon on the
fourth Tuesday in February of each year, if not a
legal holiday, and if a legal holiday, then On the
next succeeding business day not a legal holiday.

         Section 10.3 SPECIAL MEETINGS.  Special
meetings of the shareholders may be called by the
Board of Directors, the Chairman of the Board, the
Vice Chairman of the Board, the Chairman of the
Executive Committee, the President or the holders
of shares entitled to cast not less than 10% of the
vote at the meeting. 

         Section 10.4 NOTICE OF MEETINGS.  (a) Whenever
shareholders are required or permitted to take any
action at a meeting, a written notice of the
meeting shall be given not less than 10 nor more
than 60 days before the day of the meeting to each
shareholder entitled to vote thereat.  Such notice
Shall State the place, date and hour of the meeting
and (1) in the case of a special meeting, the
general nature of the business to be transacted,
and that no other business may be transacted, or
(2) in the case of the annual meeting, those
matters which the Board, at the time of the mailing
of the notice, intends to present for action by the
shareholders, but subject to the provisions of
subdivision (b) any proper matter may be presented
at the meeting for such action.  The notice of any
meeting at which directors are to be elected shall
include the names of nominees intended at the time
of the notice to be presented by management for
election. 

         (b) Any shareholder approval at a meeting,
other than unanimous approval by those entitled to
vote, on any of the matters listed below shall be
valid only if the general nature of the proposal so
approved was stated in the notice of meeting or in
any written waiver of notice;

              (1)  a proposal to approve a contract or
         other transaction between the corporation and
         one or more of its directors, or between the
         corporation and any corporation, firm or
         association in which one or more directors has
         a material financial interest;

              (2)  a proposal to amend the Articles of
         Incorporation;

              (3)  a proposal regarding a
         reorganization, merger or consolidation
         involving the corporation;

              (4)  a proposal to wind up and dissolve
         the corporation;

              (5)  a proposal to adopt a plan of
         distribution of the shares, obligations or
         securities of any other corporation, domestic
         or foreign, or assets other than money which
         is not in accordance with the liquidation
         rights of any preferred shares as specified in
         the Articles of Incorporation. 

         Section 10.5 DELIVERY OF NOTICE.  Notice of a
shareholders' meeting or any report shall be given
either personally or by mail or other means of
written communication, addressed to the share
holder at the address of such shareholder appearing
on the books of the corporation or given by the
shareholder to the corporation for the purpose of
notice; or if no such address appears or is given,
at the place where the principal executive office
of the corporation is located or by publication at
least once in a newspaper of general circulation in
the county in which the principal executive office
is located.  The notice or report shall be deemed
to have been given at the time when delivered
personally or deposited in the mail or sent by
other means of written communication.  An affidavit
of mailing of any notice or report in accordance
with the provisions of this section, executed by
the Secretary, Assistant Secretary or any transfer
agent, shall be prima facie evidence of the giving
of the notice or report. 

         If any notice or report addressed to the
shareholders at the address of such shareholder
appearing on the books of the corporation is
returned to the corporation by United States Postal
Service marked to indicate that the United States
Postal Service is unable to deliver the notice or
report to the shareholder at such address, all
future notices or reports shall be deemed to have
been duly given without further mailing if the same
shall be available for the shareholder upon written
demand of the shareholder at the principal
executive office of the corporation for a period of
one (1) year from the date of the giving of the
notice to all other shareholders. 

         Section 10.6 ADJOURNED MEETINGS.  When a
shareholders' meeting is adjourned to another time
or place, unless the By-Laws otherwise require and
except as provided in this section, notice need not
be given of the adjourned meeting if the time and
place thereof are announced at the meeting at which
the adjournment is taken.  At the adjourned meeting
the corporation may transact any business which
might have been transacted at the original meeting. 
If the adjournment is for more than forty-five (45)
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
shareholder of record entitled to vote at the
meeting. 

         Section 10.7 CONSENT TO SHAREHOLDERS' MEETING. 
The transactions of any meeting of shareholders,
however called and noticed, and wherever held, are
as valid as though had at a meeting duly held after
regular call and notice, if a quorum is present
either in person or by proxy, and if, either before
or after the meeting, each of the persons entitled
to vote, not present in person or by proxy signs a
written waiver of notice or a consent to the
holding of the meeting or an approval of the
minutes thereof.  All such waivers, consents and
approvals shall be filed with the corporate records
or made a part of the minutes of the meeting. 
Attendance of a person at a meeting shall
constitute a waiver of notice 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 and except that attendance at a meeting is
not a waiver of any right to object to the
consideration of matters required by the California
General Corporation Law to be included in the
notice but not so included in the notice if such
objection is expressly made at the meeting. 
Neither the business to be transacted at nor the
purpose of any regular or special meeting of
shareholders need be specified in any written
waiver of notice, unless otherwise provided in the
Articles of Incorporation or By-Laws, except as
provided in subdivision (b) of Section 10.4. 

         Section 10.8 QUORUM.  (a) The presence in
person or by proxy of the persons entitled to vote
the majority of the voting shares at any meeting
shall constitute a quorum for the transaction of
business.  If a quorum is present, the affirmative
vote of the majority of shares represented at the
meeting and entitled to vote on any matter shall be
the act of the shareholders, unless the vote of a
greater number or voting by classes is required by
law or the Articles of Incorporation of these
By-Laws and except as provided in subdivision (b).

         (b) The shareholders present at a duly called
or held meeting at which a quorum is present may
continue to transact business until adjournment
notwithstanding the withdrawal of the number of
enough shareholders to leave less than a quorum, if
any action taken (other than adjournment) is
approved by at least a majority of the shares
required to constitute a quorum. 

           In the absence of a quorum, any meeting of
shareholders may be adjourned from time to time by
the vote of a majority of the shares represented
either in person or by proxy, but no other business
may be transacted, except as provided in
subdivision
(b).

         Section 10.9 ACTION BY CONSENT.  Subject to
the rights of the holders of shares of any series
of Preferred Stock or any other class of stock or
series thereof having a preference over the Common
Stock as to dividend or upon liquidation, any
action required or permitted to be taken by the
stockholders of the Company must be effected at a
duly called annual or special meeting of
stockholders of the Company and may not be effected
by any consent in writing by such stockholders. 
(As amended November 21, 1985).

         Section 10.10 VOTING RIGHTS.  Except as
provided in Section 10.12 or in the Articles of
Incorporation or in any statute relating to the
election of directors or to other particular
matters, each outstanding share, regardless of
class, shall be entitled to one vote on any matter
submitted to a vote of shareholders.  Any holder of
shares entitled to vote on any matter may vote part
of the shares in favor of the proposal and refrain
from voting the remaining shares or vote them
against the proposal, other than elections to
office, but, if the shareholder fails to specify
the number of shares such shareholder is voting
affirmatively, it will be conclusively presumed
that the shareholder's approving vote is with
respect to all shares such shareholder is entitled
to vote. 

         Section 10.11 DETERMINATION OF HOLDERS OF
RECORD.  (a) In order that the corporation may
determine the shareholders entitled to notice of
any meeting or to vote, 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 other lawful action, the
Board of Directors may fix, in advance, a record
date, which shall not be more than sixty (60) nor
less than ten (10) days prior to the date of such
meeting nor more than sixty (60) days prior to any
other action. 

         (b) In the absence of any record date set by
the Board of Directors pursuant to subdivision (a)
above then:

              (1)  The record date for determining
         shareholders entitled to notice of or to vote
         at a meeting of shareholders shall be at the
         close of business on the business day next
         preceding the day on which notice is given or,
         if notice is waived, at the close of business
         on the business day next preceding the day on
         which the meeting is held. 

              (2)  The record date for determining
         shareholders for any other purpose shall be at
         the close of business on the day on which the
         Board adopts the resolution relating thereto,
         or the sixtieth (60th) day prior to the date
         of such other action, whichever is later. 

           A determination of shareholders of record
entitled to notice of or to vote at a meeting of
shareholders shall apply to any adjournment of the
meeting unless the Board fixes a new record date
for the adjourned meeting, but the Board shall fix
a new record date if the meeting is adjourned for
more than forty- five (45) days from the date set
for the original meeting. 

         (d) Shareholders on the record date are
entitled to notice and to vote or to receive the
dividend, distribution or allotment of rights or to
exercise the rights, as the case may be,
notwithstanding any transfer of any shares on the
books of the corporation after the record date,
except as otherwise provided in the Articles of
Incorporation of these By-Laws or by agreement or
applicable law. 

         Section 10.12 ELECTION FOR DIRECTORS.  (a)
Every shareholder complying with subdivision (b)
and entitled to Vote at any election of directors
may cumulate such shareholder's votes and give one
candidate a number of votes equal to the number of
directors to be elected multiplied by the number of
votes to which the shareholder's shares are
entitled, or distribute the shareholder's votes on
the same principle among as many candidates as the
shareholder thinks fit. 

         (b)   No Shareholder shall be entitled to
cumulate votes (i.e., cast for any one or more
candidates a number of votes greater than the
number of the shareholder's shares) unless such
candidates or candidates' names have been placed in
nomination prior to the voting and the shareholder
has given written notice to the chairman of the
meeting at the meeting prior to the voting of the
shareholder's intention to cumulate the
Shareholder's votes.  If any one shareholder has
given such notice, all shareholders may cumulate
their votes for candidates in nomination. 

               In any election of directors, the
candidates receiving the highest number of votes of
the shares entitled to be voted for them up to the
number of directors to be elected by such shares
are elected. 

         (d)   Elections for directors need not be by
ballot unless a shareholder demands election by
ballot at the meeting and before the voting begins
or unless the By-Laws so require. 

         Section 10.13 PROXIES.  (a) Every person
entitled to vote shares may authorize another
person or persons to act by proxy with respect to
such shares.  Any proxy purporting to be executed
in accordance with the provisions of the General
Corporation Law of the State of California shall be
presumptively valid. 

         (b)   No proxy shall be valid after the
expiration of eleven (11) months from the date
thereof unless otherwise provided in the proxy. 
Every proxy continues in full force and effect
until revoked by the person executing it prior to
the vote pursuant thereto, except as otherwise
provided in this section.  Such revocation may be
effected by a writing delivered to the corporation
stating that the proxy is revoked or by a
subsequent proxy executed by, or by attendance at
the meeting and voting in person by, the person
executing the proxy.  The dates contained on the
forms of proxy presumptively determine the order of
execution, regardless of the postmark dates on the
envelopes in which they are mailed. 

               A proxy is not revoked by the death or
incapacity of the maker unless, before the vote is
counted, written notice of such death or incapacity
is received by the corporation. 

         Section 10.14 INSPECTORS OF ELECTION.  (a) In
advance of any meeting of shareholders the Board
may appoint inspectors of election to act at the
meeting and any adjournment thereof.  If inspectors
of election are not so appointed, or if any persons
so appointed fail to appear or refuse to act, the
chairman of any meeting of shareholders may, and on
the request of any shareholder or a shareholder's
proxy shall, appoint inspectors of election (or
persons to replace those who so fail or refuse) at
the meeting.  The number of inspectors shall be
either one (1) or
three (3). If appointed at a meeting on the request
of one or more shareholders or proxies, the
majority of shares represented in person or by
proxy shall determine whether one (1) Or three (3)
inspectors are to be appointed. 

         (b)  The inspectors of election shall
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,
receive votes, ballots or consents, hear and
determine all challenges and questions in any way
arising in connection with the right to vote, count
and tabulate all votes or consents, determine when
the polls shall close, determine the result and do
such acts as may be proper to conduct the election
or vote with fairness to all shareholders. 

              The inspectors of election shall perform
their duties impartially, in good faith, to the
best of their ability and as expeditiously as is
practical.  If there are three (3) inspectors of
election, the decision, act or certificate of a
majority is effective in all respects as the
decision, act or certificate of all.  Any report or
certificate made by the inspectors of election is
prima facie evidence of the facts stated therein. 

         Section 10.15 ORGANIZATION.  The Chairman of
the Board Of Directors shall preside at each
meeting of shareholders.  In the absence of the
Chairman, the meeting shall be chaired by an
officer of the corporation in accordance with the
following order: Vice Chairman, Chairman of the
Executive Committee, President, Executive Vice
President, Senior Vice President and Vice
President.  In the absence of all such officers,
the meeting shall be chaired by a person chosen by
the vote of a majority in interest of the
shareholders present in person or represented by
proxy and entitled to vote thereat, shall act as
chairman.  The Secretary or in his or her absence
an Assistant Secretary or in the absence of the
Secretary and all Assistant Secretaries a person
whom the chairman of the meeting shall appoint
shall act as secretary of the meeting and keep a
record of the proceedings thereof.  The Board of
Directors of the Company shall be entitled to make
such rules or regulations for the conduct of
meetings of shareholders as it shall deem
necessary, appropriate or convenient.  Subject to
such rules and regulations of the Board of
Directors, if any, the chairman of the meeting
shall have the right and authority to prescribe
such rules, regulations and procedures and to do
all such acts as, in the judgment of such chairman,
are necessary, appropriate or convenient for the
proper conduct of the meeting, including, without
limitation, establishing an agenda or order of
business for the meeting, rules and procedures for
maintaining order at the meeting and the safety of
those present, limitations on participation in such
meeting to shareholders of record of the Company
and their duly authorized and constituted proxies,
and such other persons as the
Chairman shall permit, restrictions on entry to the
meeting after the time fixed for the commencement
thereof, limitations on the time allotted to
questions or comments by participants and
regulation of the opening and closing of the polls
for balloting on matters which are to be voted on
by ballot, unless, and to the extent, determined by
the Board of Directors or the chairman of the
meeting, meetings of shareholders shall not be
required to be held in accordance with rules of
parliamentary procedure.  (As amended November 21,
1985).

                         ARTICLE XI

                   MEETING OF DIRECTORS. 

         Section 11.1 PLACE OF MEETINGS.  Unless
otherwise specified in the notice thereof, meetings
(whether regular, special, or adjourned) of the
Board of Directors of this corporation shall be
held at the principal office of the corporation for
the transaction of business, as specified in
accordance with Section 1.1 hereof, which is hereby
designed as an office for such purpose in
accordance with the laws of the State of
California, or in any other place within or without
the State which has been designated from time to
time by resolution of the Board or by written
consent of all members of the Board. 

         Section 11.2 REGULAR MEETINGS.  Regular
meetings of the Board of Directors, of which no
notice need be given except as required by the laws
of the State of California, at such times as may be
designated from time to time by the Board of
Directors. 

         Section 11.3 SPECIAL MEETINGS.  Special
meetings of the Board of Directors may be called at
any time by the Chairman of the Board, the Vice
Chairman of the Board, the President, the Chairman
of the Executive Committee, any Vice President or
the Secretary or by any two (2) Or more of the
directors.  (As amended January 20, 1978.)

         Section 11.4 NOTICE OF MEETINGS.  Except in
the case of regular meetings, notice of which has
been dispensed with, the meetings of the Board of
Directors shall be held upon four (4) days' notice
by mail or forty-eight (48) hours' notice delivered
personally or by telephone, telegraph or other
electronic or wireless means.  If the address of a
director is not shown on the records and is not
readily ascertainable, notice shall be addressed to
him at the city or place in which the meetings of
the directors are regularly held.  Except as set
forth in Section 11.6, notice of the time and place
of holding an adjourned meeting need not be given
to absent directors if the time and place be fixed
at the meeting adjourned. 

         Section 11.5 QUORUM.  A majority of the
authorized number of directors constitutes a quorum
of the Board for the transaction of business. 
Every act or decision done or made by a majority of
the directors present at a meeting duly held at
which a quorum is present shall be regarded as the
act of the Board of Directors, except as otherwise
provided by law.  A meeting at which a quorum is
initially present may continue to transact business
notwithstanding the withdrawal of directors, if any
action taken is approved by at least a majority of
the required quorum for such meeting. 

         Section 11.6 ADJOURNED MEETINGS.  A majority
of the directors present, whether or not a quorum
is present, may adjourn any meeting to another time
and place.  If the meeting is adjourned for more
than twenty-four (24) hours, notice of any
adjournment to another time or place shall be given
prior to the time of the adjourned meeting to the
directors who were not present at the time of the
adjournment. 

         Section 11.7 WAIVER OF NOTICE AND CONSENT. 
(a) Notice of a meeting need not be given to any
director who signs a waiver of notice, whether
before or after the meeting, or who attends the
meeting without protesting, prior thereto or at its
commencement, the lack of notice to such director. 

         (b) The transactions of any meeting of the
Board, however called and noticed or wherever held,
are as valid as though had at a meeting duly held
after regular call and notice if a quorum is
present and if, either before or after the meeting,
each of the directors not present signs a written
waiver of notice, a consent to holding the meeting
or an approval of the minutes thereof.  All such
waivers, consents and approvals shall be filed with
the corporate records or made a part of the minutes
of the meeting. 

         Section 11.8 ACTION WITHOUT A MEETING.  Any
action required or permitted to be taken by the
Board may be taken without a meeting, if all
members of the Board shall individually or
collectively consent in writing to such action. 
Such written consent or consents shall be filed
with the minutes of the proceedings of the Board. 
Such action by written consent shall have the same
force and effect as an unanimous vote of such
directors. 

         Section 11.9 CONFERENCE TELEPHONE MEETINGS. 
Members of the Board may participate in a meeting
through use of conference telephone or similar
communications equipment, so long as all members
participating in such meeting can hear one another.
Participation in a meeting pursuant to this section
constitutes presence in person at such meeting. 

         Section 11.10 ORGANIZATION.  The Chairman Of
the Board shall preside at all meetings of the
Board of Directors.  In the absence of the
Chairman, the meeting shall be chaired by one of
the following directors in the order stated: Vice
Chairman, Chairman of the Executive Committee,
President and Executive Vice President.  In the
absence of all such directors, a President Pro Tem
chosen by a majority of the directors present shall
preside at the meeting. 

         Section 11.11 MEETINGS OF COMMITTEES.  The
provisions of this Article, except for Section
11.10, apply also to committees of the Board and
action by such committees. 

                        ARTICLE XII

                     SUNDRY PROVISIONS

         Section 12.1 INSTRUMENTS IN WRITING.  All
checks, drafts, demands for money and notes of the
corporation, as all written contracts of the
corporation, shall be signed by such officer or
officers, agent or agents, as the Board of
Directors may from time to time by resolution
designate.  No officer, agent, or employee of the
corporation shall have power to bind the
corporation by contract or otherwise unless
authorized to do so by these By-Laws or by the
Board of Directors. 

         Section 12.2 FISCAL YEAR.  The fiscal year of
this corporation shall begin on the first day of
November of each year and end on the last day of
October of the following year. 

         Section 12.3 SHARES HELD BY THE CORPORATION. 
Shares in other corporations standing in the name
of this corporation may be voted or represented and
all rights incident thereto may be exercised on
behalf of this corporation by the President or by
any other officer of this corporation authorized so
to do by resolution of the Board of Directors. 

         Section 12.4 CERTIFICATES OF STOCK.  There
shall be issued to each holder of fully paid shares
of the capital stock of the corporation a
certificate or certificates for such shares.  Every
holder of shares in the corporation shall be
entitled to have a certificate signed in the name
of the corporation by the Chairman or Vice Chairman
of the Board or the President or a Vice President
and by the Chief Financial Officer or the Treasurer
or an Assistant Treasurer or the Secretary or any
Assistant Secretary, certifying the number of
shares and the class or series of shares owned by
the shareholder.  Any or all of the signatures on
the certificate may be 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 such person were an officer,
transfer agent or registrar at the date of issue. 

         Section 12.5 LOST CERTIFICATES.  The
corporation may issue a new share certificate or a
new certificate for any other security in the place
of any certificate theretofore issued by it,
alleged to have been lost, stolen or destroyed, and
the corporation may require the owner of the lost,
stolen or destroyed certificate or the owner's
legal representative to give the corporation a bond
(or other adequate security) sufficient to
indemnify it against any claim that may be made
against it (including any expense or liability) on
account of the alleged loss, theft or destruction
of any such certificate or the issuance of such new
certificate.  The Board of Directors may adopt such
other provisions and restrictions with reference to
lost certificates, not inconsistent with applicable
law, as it shall in its discretion deem
appropriate. 

         Section 12.6 CERTIFICATION AND INSPECTION OF
BY-LAWS.  The corporation shall keep at its
principal executive office in this state, or if its
principal executive office is not in this state at
its principal business office in this state, the
original or a copy of these By-Laws as amended to
date, which shall be open to inspection by the
shareholders at all reasonable times during office
hours.  If the principal executive office of the
corporation is outside this state and the
corporation has no principal business office in
this state, it shall upon the written request of
any shareholder furnish to such shareholder a copy
of the By-Laws as amended to date. 

         Section 12.7 NOTICES.  Any reference in these
By-Laws to the time a notice is given or sent
means, unless otherwise expressly provided, the
time a written notice by mail is deposited in the
United States mails, postage prepaid; or the time
any other written notice is personally delivered to
the recipient or is delivered to a common carrier
for transmission, or actually transmitted by the
person giving the notice by electronic means, to
the recipient; or the time any oral notice is
communicated, in person or by telephone or
wireless, to the recipient or to a person at the
office of the recipient who the person giving the
notice has reason to believe will promptly
communicate it to the recipient. 

         Section 12.8 REPORTS TO SHAREHOLDERS. Except as
may other- wise be required by law, the rendition
of an annual report to the shareholders is waived
so long as there are less than one hundred (100)
holders of record of the shares of the corporation
(determined as provided in Section 605 of the
California General Corporation Law). At Such time
or times, if any, that the corporation has one
hundred (100) or more holders of record of its
shares, the Board of Directors shall cause an
annual report to be sent to the shareholders not
later than one hundred twenty (120) days after the
close of the fiscal year or within such shorter
time period as may be required by applicable law,
and such annual report shall contain such
information and be accompanied by such other
documents as may be required by applicable law.


                        ARTICLE XIII

         CONSTRUCTION OF BY-LAWS WITH REFERENCE TO
PROVISIONS OF LAW

         Section 13.1 DEFINITIONS.  Unless defined
Otherwise in these By-Laws or, unless the context
otherwise requires, terms used herein shall have
the same meaning, if any, ascribed thereto in the
California General Corporation Law, as amended from
time to time. 

         Section 13.2 BY-LAW PROVISIONS ADDITIONAL AND
SUPPLEMENTAL TO PROVISIONS OF LAW.  All
restrictions, limitations, requirements and other
provisions of these By-Laws shall be construed,
insofar as possible, as supplemental and additional
to all provisions of law applicable to the subject
matter thereof and shall be fully complied with in
addition to the said provisions of law unless such
compliance shall be illegal. 

         Section 13.3 BY-LAW PROVISIONS CONTRARY TO OR
INCONSISTENT WITH PROVISIONS OF LAW.  Any article,
section, subsection, subdivision, sentence, clause
or phrase of these By-Laws which upon being
construed in the manner provided in Section 13.2
hereof, shall be contrary to or inconsistent with
any applicable provision of law, shall not apply so
long as said provisions of law shall remain in
effect, but such result shall not affect the
validity or applicability of any other portions of
these By-Laws, it being hereby declared that these
By-Laws would have been adopted and each article,
section, subsection, subdivision, sentence, clause
or phrase thereof, irrespective of the fact that
any one or more articles, sections, subsections,
subdivisions, sentences, clauses or phrases is or
are illegal. 

                        ARTICLE XIV

                         AMENDMENTS

         All by-laws of the Company shall be subject to
alteration, amendment, or repeal, in whole or in
part, and new By-Laws not inconsistent with the
laws of the State of California or any provision of
the Certificate of Incorporation may be made,
either by the affirmative vote of a majority of the
whole Board of Directors at any regular or special
meeting of the Board, or by the affirmative vote of
the holders of a majority of the issued and
outstanding stock of the Company entitled to vote
in respect thereof, given at an annual meeting or
at any special meeting at which a quorum shall be
present, provided that, in each case of a proposed
alteration, amendment, or repeal of the By-Laws of
or the proposal of new By-Laws to be voted on at a
meeting of stockholders notices thereof shall be
included in the notice of the meeting of the
stockholders. 

As amended May 19, 1995


                                       


