





		     BYLAWS

		       OF

	       PPG INDUSTRIES, INC.



       (Incorporated under the Laws of the
	 Commonwealth of Pennsylvania)













    ______________________________________

	       October 17, 1996
<PAGE>



TABLE OF CONTENTS


												PAGE

ARTICLE I -- MEETINGS OF SHAREHOLDERS

Section 1.1.  Annual Meetings                             1
Section 1.2.  Business at Annual Meetings                 1
Section 1.3.  Nominations of Director Candidates          1
Section 1.4.  Other Matters Brought by Shareholders       2
Section 1.5.  Special Meetings                            3
Section 1.6.  Business at Special Meetings                3
Section 1.7.  Notice                                      3
Section 1.8.  Quorum                                      3
Section 1.9.  Voting                                      4
Section 1.10.  Proxies; Appointment and Revocation        5
Section 1.11.  Meeting Procedure                          5

ARTICLE II -- BOARD OF DIRECTORS

Section 2.1.  Number, Classification and Removal;
		   Vacancies                              5
Section 2.2.  Qualifications and Powers                   7
Section 2.3.  Organizational Meeting                      7
Section 2.4.  Regular Meetings; Notice                    7
Section 2.5.  Special Meetings; Notice                    7
Section 2.6.  Quorum; Action                              8
Section 2.7.  Fees and Expenses                           8
Section 2.8.  Charitable Contributions                    8
Section 2.9.  Catastrophe                                 8
Section 2.10. Limitation of Liability                     9

ARTICLE III -- COMMITTEES

Section 3.1.  Standing Committees                         9
	      (a)  Audit Committee                        10
	      (b)  Nominating and Governance Committee    10
<PAGE>

	      (c)  Officers-Directors Compensation
			   Committee                      10
Section 3.2.  Other Committees                            10
Section 3.3.  Organization of and Action by Committees    10

ARTICLE IV -- OFFICERS

Section 4.1.  Election                                    11   
Section 4.2.  Chairman                                    11
Section 4.3.  Vice Chairman                               12
Section 4.4.  President                                   12
Section 4.5.  Vice Presidents and Other Officers          12
Section 4.6.  Secretary                                   12
Section 4.7.  Treasurer                                   12
Section 4.8.  Controller                                  13
Section 4.9.  Vacancies                                   13
Section 4.10. Delegation of Duties                        13

ARTICLE V --
MISCELLANEOUS CORPORATE TRANSACTIONS AND DOCUMENTS

Section 5.1.  Borrowing                                   14
Section 5.2.  Execution of Instruments                    14
Section 5.3.  Voting and Acting with Respect to Stock and
	      Other Securities Owned by the Corporation   14

VI -- INDEMNIFICATION

Section 6.1.  Entitlement to Indemnification              15
Section 6.2.  Advancement of Expenses                     15
Section 6.3.  Indemnification Procedure                   16
Section 6.4.  Partial Indemnification                     17
Section 6.5.  Insurance                                   17
Section 6.6.  Agreements                                  17
Section 6.7.  Miscellaneous                               17
Section 6.8.  Construction                                18
Section 6.9.  Effectiveness                               18
Section 6.10. Amendment                                   18
<PAGE>

ARTICLE VII -- CAPITAL STOCK

Section 7.1.  Share Certificates                          18
Section 7.2.  Transfer of Shares                          19
Section 7.3.  Holders of Record                           19
Section 7.4.  Replacement                                 20

ARTICLE VIII -- MISCELLANEOUS

Section 8.1.  Description of Seal                         20
Section 8.2.  Fiscal Year                                 20
Section 8.3.  Gender                                      20
Section 8.4.  Adoption, Amendment or Repeal of Bylaws     20
<PAGE>



BYLAWS
OF
PPG INDUSTRIES, INC.

(Incorporated under the Laws of the Commonwealth of Pennsylvania)


ARTICLE I

MEETINGS OF SHAREHOLDERS


Section 1.1.  Annual Meetings.  An annual meeting of the shareholders 
shall be held each year on such day as the Board of Directors of the 
Corporation (the "Board of Directors") may designate, or, if not so 
designated, on the third Thursday in April if not a legal holiday, and if a 
legal holiday, then on the next business day following.  Annual meetings shall 
be held at the registered office of the Corporation, or at such other places, 
within or without the Commonwealth of Pennsylvania, as may be designated by 
the Board of Directors.

Section 1.2.  Business at Annual Meetings.  The business at each annual 
meeting of the shareholders shall include:  (a) a review of the business of 
the preceding year; (b) the election of directors; and (c) such other business 
as may properly be brought before the meeting.  No business may be transacted 
at any annual meeting other than (i) matters referred to in the notice of the 
meeting or any supplement thereto, (ii) matters otherwise properly brought 
before the meeting by or at the direction of the Board of Directors, (iii) 
matters properly brought before the meeting by one or more shareholders, but 
only in accordance and upon compliance with the provisions of the proxy rules 
of the Securities and Exchange commission and the notice provisions of 
Sections 1.3 and 1.4 of these bylaws and (iv) matters which are incidental or 
germane to any of the foregoing.

Section 1.3.  Nominations of Director Candidates.  Nominations for the 
election of directors at a meeting of shareholders may be made only (a) by the 
Board of Directors or a committee appointed by the Board of Directors or (b) 
by a holder of record of stock entitled to vote in the election of the 
directors to be elected; but a nomination (other than a nomination to fill a 
vacancy resulting from removal from office by a vote of the shareholders under 
Article Sixth of the Restated Articles of Incorporation) may be made 
<PAGE>
by a shareholder only if written notice of such nomination is given, either by 
personal delivery or by United States mail, postage prepaid, to the Secretary 
and has been received by the Secretary at the principal executive offices of 
the Corporation not later than (i) with respect to an election to be held at 
an annual meeting of shareholders held on the third Thursday in April, 90 days 
prior to such annual meeting and (ii) with respect to an election to be held 
at an annual meeting of shareholders held on a date other than the third 
Thursday in April or an election to be held at a special meeting of the 
shareholders, the close of business on the tenth day following the date of the 
first public disclosure of the date of such meeting.  For purposes of this 
Section 1.3, the first public disclosure of the date of any special meeting of 
shareholders or any annual meeting of shareholders held on a date other than 
the third Thursday in April shall be when disclosure of such meeting date is 
first made in a filing made by the Corporation with the Securities and 
Exchange Commission, in any notice given to the New York Stock Exchange, or in 
a news release reported by the Dow Jones News Service, Reuters, Bloomberg, 
Associated Press or comparable national news service.  Each notice of 
nomination from a shareholder shall set forth: (a) the name and address of the 
shareholder who intends to make the nomination and of the person or persons to 
be nominated; (b) a representation that the shareholder is a holder of record 
of stock of the Corporation entitled to vote at such meeting and intends to be 
present at the meeting in person or by proxy to nominate the person or persons 
specified in the notice; (c) a description of all arrangements or 
understandings between the shareholder and each nominee and any other person 
or persons (naming such person or persons) pursuant to which the nomination or 
nominations are to be made by the shareholder; (d) such other information 
regarding each nominee proposed by such shareholder as would be required to be 
included in a proxy statement filed pursuant to the proxy rules of the 
Securities and Exchange Commission, had the nominee been nominated by the 
Board of Directors; and (e) the written consent of each nominee, signed by 
such nominee, to serve as a director of the Corporation if so elected.  The 
presiding officer of the meeting may refuse to acknowledge the nomination of 
any person by a shareholder not made in compliance with the foregoing 
procedure.

Section 1.4.  Other Matters Brought by Shareholders.  For business other 
than nominations of director candidates properly brought before an annual 
meeting by a shareholder pursuant to clause (c) of Section 1.2 of these 
bylaws, the shareholder must give timely notice thereof in writing to the 
Secretary and such business must otherwise be a proper matter for shareholder 
action.  To be timely, a shareholder's notice shall be given, either by 
personal delivery or by United States mail, postage prepaid, to the Secretary 
and received by the Secretary at the principal executive officers of the 
Corporation not later than 90 days prior to such annual meeting, provided 
that, if such 
<PAGE>
annual meeting is held on a date other than the third Thursday 
in April, such written notice must be given within ten days after the first 
public disclosure of the date of such meeting.  For purposes of this Section 
1.4, the first public disclosure of the date of any annual meeting of 
shareholders held on a date other than the third Thursday in April shall be 
when disclosure of such meeting date is first made in a filing by the 
Corporation with Securities and Exchange Commission, in any notice given to 
the New York Stock Exchange, or in a news release reported by the Dow Jones 
News Service, Reuters, Bloomberg, Associated Press or comparable national news 
service.  Such shareholder's notice shall set forth (a) as to each matter a 
brief description of the business desired to be brought before the meeting, 
the reasons for conducting such business at the meeting and any material 
interest in such business of such shareholder; (b) the beneficial owner, if 
any, on whose behalf the notice is given and a specific representation that 
the shareholder intends to be present at the meeting in person or by proxy to 
present and speak as to such business; and (c) as to the shareholder giving 
the notice and the beneficial owner, if any, on whose behalf the notice is 
given (i) the name and address of such shareholder, as they appear on the 
Corporation's books, and of such beneficial owner and (ii) the class and 
number of shares of the Corporation which are owned beneficially and of record 
by such shareholder and such beneficial owner.  The presiding officer of the 
meeting may refuse to permit any business to be brought before an annual 
meeting by a shareholder without compliance with the procedure set forth in 
this Section 1.4.

Section 1.5.  Special Meetings.  Special meetings of the shareholders may 
be called at any time, for the purpose or purposes set forth in the call, by 
the Board of Directors or by the Chairman of the Board of Directors.  Special 
meetings shall be held at the registered office of the Corporation, or at such 
other places, within or without the Commonwealth of Pennsylvania, as may be 
designated by the Board of Directors or the Chairman of the Board of 
Directors.

Section 1.6.  Business at Special Meetings.  No business may be 
transacted at any special meeting of the shareholders other than matters 
referred to in the notice of the meeting or any supplement thereto and matters 
which are incidental or germane thereto.

Section 1.7.  Notice.  Written notice specifying the place, date and time 
and the general nature of business to be transacted at each meeting of the 
shareholders shall be given by the Secretary to each shareholder of record 
entitled to vote at such meeting.

Section 1.8.  Quorum.  A shareholders' meeting shall not be organized for 
the transaction of business unless a quorum is present.  At any meeting, the 
presence in 
<PAGE>
person or by proxy of shareholders entitled to cast the minimum 
number of votes required by law to constitute a quorum on a particular matter 
in the absence of a bylaw to the contrary, or if no such number is required by 
law, at least a majority of the votes which all shareholders are entitled to 
cast on such matter, shall be necessary and sufficient to organize a meeting 
for the purpose of considering such matter.  Notwithstanding the withdrawal of 
enough shareholders to leave less than the number of votes required by the 
preceding sentence, the shareholders who continue to be present at a duly 
organized meeting shall constitute a quorum in order to continue to do 
business until adjournment.  If a meeting cannot be organized because a quorum 
has not attended, those present in person or by proxy may by majority vote 
adjourn the meeting to such time and place as they may determine, and it shall 
not be necessary to give notice of such adjourned meeting or the business to 
be transacted at such meeting to any shareholder other than by announcement at 
the meeting at which such adjournment is taken, unless the Board of Directors 
fixes a new record date for the adjourned meeting.

Section 1.9.  Voting.  The voting at all meetings of the shareholders may 
be by voice; but any qualified voter may demand a stock vote, whereupon (i) 
with respect to any matter specifically set forth in the notice of meeting, 
such stock vote shall be taken by ballot, and (ii) in the case of any other 
vote, such stock vote may be taken by ballot, by show of hands, or any other 
manner selected by the presiding officer.  If the vote is taken by ballot, 
each ballot shall state the name of the shareholder voting and the number of 
shares voted by him, and if such ballot be cast by proxy, it shall state the 
name of the proxy voting and the number of shares voted by him as proxy.  Each 
shareholder shall be entitled to one vote for each share having voting power 
registered in his name on the books of the Corporation as of the record date 
for the determination of the shareholders entitled to vote at the meeting, and 
it may be voted by the shareholder or his duly authorized proxy.  When a stock 
vote is demanded, all questions shall be decided by a vote of shareholders 
present, in person or by proxy, entitled to cast at least a majority of the 
votes which all shareholders present and voting (excluding abstentions) are 
entitled to cast on the particular matter, unless otherwise especially 
provided in these bylaws, in the
Restated Articles of Incorporation, as amended from time to time (the 
"Restated Articles of Incorporation"), or by law, and except that in the case 
of privileged, subsidiary or incidental motions or questions involving the 
convenience of the shareholders present, the presiding officer may call for a 
per capita vote, either by voice or by show of hands.  Where a proxy or 
proxies represent the holders of shares entitled to cast in aggregate a 
sufficient number of votes to adopt a particular resolution, the vote of such 
proxy or proxies may, in the discretion of the presiding officer, constitute 
action by the shareholders.
<PAGE>
A complete list of the shareholders entitled to vote at any meeting of 
shareholders, arranged in alphabetical order with the address of and the 
number of shares held by each, shall be prepared by the Secretary and shall be 
produced and kept open at the time and place of the meeting and shall be 
subject to the inspection of any shareholder during the whole time of the 
meeting.  In lieu of the making of a list, the Corporation may make the 
information therein available at the meeting by any other means.

Section 1.10.  Proxies; Appointment and Revocation.  Every shareholder 
entitled to vote at a meeting of the shareholders or to express consent or 
dissent to corporate action in writing without a meeting may authorize another 
person or persons, but not more than three, to act for him by proxy.  Every 
proxy shall be executed in writing (including telegram, cable or radiogram, 
telex, TWX, facsimile transmission or similar transmission), by the 
shareholder or by his duly authorized attorney-in-fact, and filed with the 
Secretary.

Section 1.11.  Meeting Procedure.  At all meetings of shareholders, the 
Chairman of the Board of Directors shall preside, but in his absence, the 
presiding officer shall be designated by the Board of Directors, or if not so 
designated, selected by the shareholders present.  The Secretary shall take 
the minutes of the meeting, but in the absence of the Secretary or an 
Assistant Secretary, the presiding officer shall designate any person to take 
the minutes of the meeting.  The presiding officer of any meeting shall 
determine the order of business and the procedure at the meeting, including 
such regulation of the conduct of discussion as seems to him in order.  The 
conduct of meetings shall be governed by accepted corporate practice (not 
Roberts' Rules), the fundamental rule being that all who are entitled to take 
part shall be treated with fairness and good faith.


ARTICLE II

BOARD OF DIRECTORS


Section 2.1.  Number, Classification and Removal; Vacancies.
Article Sixth of the Restated Articles of Incorporation reads as follows:

"SIXTH.  6.1  The business and affairs of the corporation shall be 
managed by a Board of Directors comprised as follows:
<PAGE>
(a)     The Board of Directors shall consist of not less than 9 nor more 
than 17 persons, the exact number to be fixed from time to time by 
the Board of Directors pursuant to a resolution adopted by a 
majority vote of the directors then in office;

(b)     Directors shall, from and after the annual meeting of shareholders 
held in 1987, continue to be classified with respect to the time 
for which they shall severally hold office by dividing them into 3 
classes, as nearly equal in number as possible.  At such meeting 
and at each succeeding annual meeting of shareholders, the class of 
directors then being elected shall be elected to hold office for a 
term of 3 years.  Each director shall hold office for the term for 
which elected and until his or her successor shall have been 
elected and qualified;

(c)     Subject to the rights of the holders of any series of preferred 
stock then outstanding, any director, any class of directors, or 
the entire Board of Directors, may be removed from office by 
shareholder vote at any time, with or without assigning any cause, 
but only if shareholders entitled to cast at least 80% of the votes 
which all shareholders would be entitled to cast at an annual 
election of directors or of such class of directors shall vote in 
favor of such removal; provided, however, that no individual 
director shall be removed (unless the entire Board of Directors or 
any class of directors be removed) in case the votes cast against 
such removal would be sufficient, if voted cumulatively for such 
director, to elect him or her to the class of directors of which he 
or she is a member; and

(d)     Subject to the rights of the holders of any series of preferred 
stock then outstanding, vacancies in the Board of Directors, 
including vacancies resulting from an increase in the number of 
directors, shall be filled only by a majority vote of the remaining 
directors then in office, though less than a quorum, except that 
vacancies resulting from removal from office by a vote of the 
shareholders may be filled by the shareholders at the same meeting 
at which such removal occurs.  All directors elected to fill 
vacancies shall hold office for a term expiring at the annual 
meeting of shareholders at which the term of the class to which 
they have been elected expires.  No decrease in the number of 
directors constituting the Board of Directors shall shorten the 
term of any incumbent director.
<PAGE>
6.2     Notwithstanding any other provisions of law, the Restated Articles 
or the bylaws of the corporation, the affirmative vote of the holders of at 
least 80% of the voting power of the then outstanding shares of capital stock 
of the corporation entitled to vote in an annual election of directors, voting 
together as a single class, shall be required to amend or repeal, or to adopt 
any provision inconsistent with, this Article Sixth."

Section 2.2.  Qualifications and Powers.  No person shall be elected a 
director unless such person owns at least 100 shares of Common Stock of the 
Corporation.  In addition to the powers and authority expressly conferred upon 
it by these bylaws and the Restated Articles of Incorporation, the Board of 
Directors may exercise all such powers of the Corporation and do all such 
lawful acts and things in the management of the Corporation as are not, by 
these bylaws, by the Restated Articles of Incorporation, or by law directed or 
required to be exercised or done by the shareholders.

Section 2.3.  Organizational Meeting.  The first regular meeting of each 
newly-elected Board of Directors shall be held immediately following the 
annual meeting of the shareholders, and no notice of such meeting shall be 
necessary in order legally to constitute the meeting, provided that a quorum 
of the Board of Directors shall be present.  At such meeting the Board of 
Directors shall organize itself, and may elect officers, appoint members of 
standing committees and transact any other business.

Section 2.4.  Regular Meetings; Notice.  Regular meetings of the Board of 
Directors shall be held at such time and place as shall be designated by the 
Board of Directors from time to time.  Notice of such regular meetings of the 
Board of Directors shall not be required to be given, except as otherwise 
expressly required in these bylaws or by law.  However, whenever the time or 
place of regular meetings shall be initially fixed or changed, notice of such 
action shall be given to each director not participating in such action.  Any 
business may be transacted at any regular meeting.

Section 2.5.  Special Meetings; Notice.  Special meetings of the Board of 
Directors may be called at any time by the Chairman of the Board of Directors 
or, in his absence or during his inability to act, by the Vice Chairman of the 
Board of Directors or, in the absence or during the inability of either to 
act, by the President, or by any four directors of the Corporation, by giving 
notice to the Secretary.  Notice of every special meeting of the Board of 
Directors stating the place, day and hour thereof shall be given by the 
Secretary to each director by being mailed by first class at least five days, 
or express mail or sent by courier service at least three days, or sent by 
telex, TWX, telegram, facsimile 
<PAGE>
transmission or similar transmission or given 
personally or by telephone at least 24 hours, before the time at which the 
meeting is to be held.  Any business may be transacted at any special meeting.

Section 2.6.  Quorum; Action.  A meeting of the Board of Directors shall 
not be organized for the transaction of business unless a quorum is present.  
At any meeting, a majority of the directors then in office shall be necessary 
and sufficient to organize the meeting.  A meeting at which a quorum is not 
present may be adjourned from time to time by a majority vote of those present 
to such time and place as they may determine, and it shall not be necessary to 
give notice of such adjourned meeting or the business to be transacted thereat 
other than by announcement at the meeting at which such adjournment is taken.  
Notwithstanding the withdrawal of enough directors to leave less than a 
majority, the directors who continue to be present at a duly organized meeting 
shall constitute a quorum in order to continue to do business.  Unless 
otherwise provided in these bylaws, in the Restated Articles of Incorporation 
or by law, the acts of a majority of the directors present and voting 
(excluding abstentions) at a duly organized meeting shall be the acts of the 
Board of Directors.  The yeas and nays shall be taken and recorded in the 
minutes at the request of any director present at a meeting.

Section 2.7.  Fees and Expenses.  The Board of Directors shall fix the 
compensation of each director (except for those directors who are officers of 
the Corporation, whose compensation is to be fixed by the Officers-Directors 
Compensation Committee) including, without limitation:  (a) a fixed annual 
fee; and (b) a fixed sum for attendance at any meeting of the Board of 
Directors or any committee.  Directors shall be reimbursed for the expenses of 
attendance at any meeting of the Board of Directors or any committee.

Section 2.8.  Charitable Contributions.  The Board of Directors may 
authorize contributions out of the income of the Corporation for the public 
welfare or for religious, charitable, scientific, or educational purposes.

Section 2.9.  Catastrophe.  Notwithstanding any other provisions of law, 
the Restated Articles of Incorporation or these bylaws, during any emergency 
period caused by a national catastrophe or local disaster, a majority of the 
surviving members (or the sole survivor) of the Board of Directors who have 
not been rendered incapable of acting because of incapacity or the difficulty 
of communication or transportation to the place of meeting, shall constitute a 
quorum for the sole purpose of electing directors to fill such emergency 
vacancies or to reduce the size of the full Board of Directors or both; and a 
majority of the directors (or the sole survivor) present at such a meeting may 
take such 
<PAGE>
action.  Directors so elected shall serve until such absent 
directors are able to attend meetings or until the shareholders act to elect 
directors for such purpose.  During such an emergency period, if the Board of 
Directors and the Policy and Planning Committee are unable to or fail to meet, 
any action appropriate to the circumstances may be taken by such officers of 
the Corporation as may be present and able.  Questions as to the existence of 
a national catastrophe or local disaster and the number of surviving members 
capable of acting shall be conclusively determined at the time by the 
directors or the officers so acting.

Section 2.10.  Limitation of Liability.  To the fullest extent that the 
laws of the Commonwealth of Pennsylvania, as in effect on January 27, 1987, or 
as thereafter amended, permit the elimination or limitation of the liability 
of directors, no director of the Corporation shall be personally liable for 
monetary damages as such for any action taken, or any failure to take any 
action, as a director.  This Section 2.10 shall not apply to any actions filed 
prior to January 27, 1987, nor to any breach of performance of duty or any 
failure of performance of duty by any director occurring prior to January 27, 
1987.  The provisions of this Section 2.10 shall be deemed to be a contract 
with each director of the Corporation who serves as such at any time while 
such provisions are in effect, and each such director shall be deemed to be 
serving as such in reliance on such provisions.  Any amendment to or repeal of 
this Section 2.10, or adoption of any other Article or bylaw of the 
Corporation, which has the effect of increasing director liability shall 
require the affirmative vote of at least 80% of the voting power of the then 
outstanding shares of capital stock of the Corporation entitled to vote in an 
annual election of directors, voting together as a single class.  Any such 
amendment or repeal, other Article or bylaw, shall operate prospectively only 
and shall not have effect with respect to any action taken, or any failure to 
act, by a director prior thereto.


ARTICLE III

COMMITTEES


Section 3.1.  Standing Committees.  The Board of Directors, upon the 
recommendation of the Nominating and Governance Committee, shall appoint the 
members of the following standing committees:
<PAGE>
(a)  Audit Committee, comprised of independent, non-employee members of 
the Board of Directors, which shall recommend to the Board of Directors the 
independent public accountants to be appointed or elected annually; review 
with the independent public accountants and the internal auditors the scope 
and plan of their respective future audit programs and their respective 
reports and recommendations concerning audit findings; meet with the officers 
of the Corporation and separately with the independent public accountants and 
with the internal auditors to review audits, annual financial statements prior 
to their release, accounting and financial controls and compliance with 
appropriate codes of conduct; report on its meetings to the Board of Directors 
together with its comments and recommendations; and have such other powers and 
perform such other duties as the Board of Directors may specify.

(b)  Nominating and Governance Committee, comprised of non-employee 
members of the Board of Directors, which shall recommend to the Board of 
Directors (i) the persons to be nominated by the Board of Directors to stand 
for election as directors at the annual meeting of the shareholders, (ii) the 
person or persons to be elected by the Board of Directors to fill any vacancy 
or vacancies in the Board of Directors, (iii) the persons to be elected by the 
Board of Directors to the offices of the Chairman of the Board of Directors, 
Vice Chairman of the Board of Directors, President and any office which would 
cause such person to be an executive officer (as defined under the Securities 
Exchange Act of 1934) of the Corporation, (iv) the persons to be appointed by 
the Board of Directors to membership on the Policy and Planning Committee and 
the Operating Committee, (v) actions to be taken regarding the structure, 
organization and functioning of the Board of Directors and (vi) the directors 
to be appointed to serve as members, and as chairmen, of the standing and 
other committees established by the Board of Directors; and have such other 
powers and perform such other duties as the Board of Directors may specify.

(c)  Officers-Directors Compensation Committee, comprised of non-employee 
members of the Board of Directors, which shall approve, adopt, administer, 
interpret, amend, suspend or terminate the compensation plans of the 
Corporation applicable to, and fix the compensation and benefits of, (i) all 
officers of the Corporation serving as directors of the Corporation and (ii) 
all executive officers (as defined under the Securities Exchange Act of 1934) 
of the Corporation; and have such other powers and perform such other duties 
as the Board of Directors may specify.

Section 3.2.  Other Committees.  The Board of Directors shall establish a 
Policy and Planning Committee and an Operating Committee and may establish 
such other 
<PAGE>
committees as it may deem appropriate, all of which committees 
shall have such powers and perform such duties as the Board of Directors may 
specify and have such membership, which may or may not include directors, as 
the Board of Directors may appoint.

Section 3.3.  Organization of and Action by Committees.  All committee 
members appointed by the Board of Directors shall serve at the pleasure of the 
Board of Directors.  All committees shall determine their own organization, 
procedures and times and places of meeting, unless otherwise directed by the 
Board of Directors.  Any action taken by any committee shall be subject to 
alteration or revocation by the Board of Directors; provided, however, that 
third parties shall not be prejudiced by such alteration or revocation.


ARTICLE IV

OFFICERS


Section 4.1.  Election.  The Board of Directors shall elect a Chairman of 
the Board of Directors, a Secretary and a Treasurer.  In addition, the Board 
of Directors may elect a Vice Chairman of the Board of Directors, President 
and Controller, or any one or more of them, and may elect one or more Vice 
Presidents or other officers.  Each officer elected by the Board of Directors 
shall serve until the next organizational meeting of the Board of Directors 
and until his successor, if any, shall have been elected, unless his 
resignation or removal shall expressly be effective earlier.  Each officer 
appointed by the Policy and Planning Committee shall serve until his 
successor, if any, shall have been appointed, unless his resignation or 
removal shall expressly be effective earlier.  Any officer of the Corporation 
may be removed by the Board of Directors with or without cause.

Section 4.2.  Chairman.  The Chairman of the Board of Directors shall be 
the chief executive officer of the Corporation and shall have general control 
and direction of the business of the Corporation.  He shall preside at all 
meetings of shareholders and directors and shall have such other powers and 
perform such other duties as the Board of Directors may specify.  The Chairman 
of the Board of Directors shall be an ex officio member, without the right to 
vote, of the Audit, Nominating and Governance and Officers-Directors 
Compensation Committees.  No person shall hold the position of Chairman of the 
Board of Directors and be the Chief Executive Officer of the Corporation for a 
period in excess of ten years.
<PAGE>
Section 4.3.  Vice Chairman.  The Vice Chairman of the Board of Directors 
shall have such powers and perform such duties as the Board of Directors or 
the Chairman of the Board of Directors may specify.

Section 4.4.  President.  The President shall have such powers and 
perform such duties as the Board of Directors or the Chairman of the Board of 
Directors may specify.  If the office of President is vacant, the Chairman of 
the Board of Directors shall have all of the powers and perform all acts 
incident to the office of the President.

Section 4.5.  Vice Presidents and Other Officers.  The Vice Presidents 
and other officers elected by the Board of Directors shall have such powers 
and perform such duties as the Board of Directors, the Chairman of the Board 
of Directors, the Vice Chairman of the Board of Directors or the President may 
specify.  In the absence of the Chairman of the Board of Directors, the Vice 
Chairman of the Board of Directors and the President, or during their 
inability to act, such Vice Presidents and other officers may exercise, 
subject to the control of the Board of Directors, the powers and duties of the 
Chairman of the Board of Directors, the Vice Chairman of the Board of 
Directors and the President.  The Vice Presidents and other officers appointed 
by the Policy and Planning Committee shall have such powers and perform such 
duties as the Policy and Planning Committee or any officers to whom they 
report, directly or indirectly, may specify.

Section 4.6.  Secretary.  The Secretary shall attend all meetings of the 
shareholders and of the Board of Directors and shall keep careful records of 
all such meetings, the proceedings of which shall be transcribed into the 
minute book of the Corporation over his signature.  He shall have custody of 
the corporate seal and of all books, documents, and papers of the Corporation 
committed to his charge.  He shall cause all notices to be given to 
shareholders and to directors of the Corporation as may be required by law or 
these bylaws.  He shall make such reports, have such other powers and perform 
such other duties as are authorized or required by law or the Board of 
Directors may specify.  The Secretary may delegate to one or more Assistant 
Secretaries any of his powers and duties.  In the absence of the Secretary or 
during his inability to act, his powers and duties shall be performed by one 
or more Assistant Secretaries.

Section 4.7.  Treasurer.  The Treasurer shall have the custody and care 
of, and shall manage and invest, all the money, securities, and funds of the 
Corporation.  To the extent not invested in stocks, bonds or other securities, 
the Treasurer shall deposit the money and funds of the Corporation in such 
bank or banks or depositories as the Board of 
<PAGE>
Directors may designate, 
provided that the Board of Directors may delegate to the Treasurer, subject to 
such limitations as it may from time to time prescribe, the power to designate 
such bank or banks or depositories.  Under the direction of the Board of 
Directors, the Treasurer shall pay out and dispose of all drafts, notes, 
checks, warrants, and orders for the payment of money; render such statements 
to the Board of Directors as it shall require; and have such other powers and 
perform such other duties as the Board of Directors may specify or which are 
authorized or required of the Treasurer by law.  The Treasurer may delegate 
any of his powers and duties to one or more Assistant Treasurers and, if 
authorized by the Board of Directors, any officer or agent of the Corporation.  
If required by the Board of Directors, the Treasurer and any Assistant 
Treasurer shall give bond for the faithful discharge of his duties in such 
amount as may be fixed by the Board of Directors and with such surety as may 
be approved by the Board of Directors.  In the absence of the Treasurer or 
during his inability to act, his powers and duties shall be performed by one 
or more Assistant Treasurers.

Section 4.8.  Controller.  The Controller shall keep or cause to be kept 
all books of account and accounting records of the Corporation.  He shall 
periodically render to the Board of Directors financial statements and reports 
covering the results of the operations of the Corporation.  Subject to the 
control of the Board of Directors, he shall determine all accounting policies 
and procedures, including, without limiting the generality of the foregoing, 
matters relating to depreciation, depletion, valuation of inventories, the 
method of creating reserves and accruals, and the establishment of the value 
of land, buildings, equipment, securities and other assets and shall perform 
all other acts authorized or required of the Controller by law and shall have 
such other powers and perform such other duties as the Board of Directors may 
specify.  The Controller may delegate to one or more Assistant Controllers any 
of his powers and duties.  In the absence of the Controller or during his 
inability to act, his powers and duties shall be performed by one or more 
Assistant Controllers.  If the office of Controller is vacant, his duties 
shall be performed by the officer designated by the Board of Directors.

Section 4.9.  Vacancies.  Vacancy in any office or position by reason of 
death, resignation, removal, disqualification or any other cause, shall be 
filled in the manner provided in this ARTICLE IV for regular election or 
appointment to such office.

Section 4.10.  Delegation of Duties.  In case of the absence of any 
officer of the Corporation, or for any other reason that the Board of 
Directors may deem sufficient, the Board of Directors may delegate for the 
time being the powers and duties, or any of them, of such officer to any other 
officer or director or other person whom it may select.
<PAGE>

ARTICLE V

MISCELLANEOUS CORPORATE TRANSACTIONS AND DOCUMENTS


Section 5.1.  Borrowing.  No officer, agent or employee of the 
Corporation shall have any power or authority to borrow money on its behalf, 
to guarantee or pledge its credit, or to mortgage or pledge any of its real or 
personal property, except within the scope and to the extent of such authority 
as may be delegated by the Board of Directors.  Authority may be granted by 
the Board of Directors for any of the above purposes and may be general or 
limited to specific instances.

Section 5.2.  Execution of Instruments.  All properly authorized notes, 
bonds, drafts, acceptances, checks, endorsements (other than for deposit), 
guarantees, and all evidences of indebtedness of the Corporation whatsoever, 
and all deeds, mortgages, contracts and other instruments requiring execution 
by the Corporation may be signed by the Chairman of the Board of Directors, 
the Vice Chairman of the Board of Directors, the President, any Vice President 
or the Treasurer; and authority to sign any such instruments, which may be 
general or confined to specific instances, may be conferred by the Board of 
Directors upon any other person or persons, subject to such requirements as to 
countersignature or other conditions, as the Board of Directors may from time 
to time determine.  Facsimile signatures may be used on checks, notes, bonds 
or other instruments.  Any person having authority to sign on behalf of the 
Corporation may delegate, from time to time, by instrument in writing, all or 
any part of such authority to any person or persons if authorized so to do by 
the Board of Directors.  Unless otherwise delegated, the Board of Directors 
retains the authority to approve any and all transactions entered into on 
behalf of the Corporation.

Section 5.3.  Voting and Acting with Respect to Stock and Other 
Securities Owned by the Corporation.  The Chairman of the Board of Directors, 
the Vice Chairman of the Board of Directors, the President, any Vice President 
or the Treasurer of the Corporation shall have the power and authority to vote 
and act with respect to all stock and other securities in any other 
corporation owned by this Corporation, unless the Board of Directors confers 
such authority, which may be general or confined to specific instances, upon 
some other officer or person.  Any person so authorized shall have the power 
to appoint an attorney or attorneys, with general power of substitution, as 
proxies for the 
<PAGE>
Corporation, with full power to vote and act on behalf of the 
Corporation with respect to such stock and other securities.


ARTICLE VI

INDEMNIFICATION


Section 6.1.  Entitlement to Indemnification.  The Corporation shall, to 
the extent that a determination of entitlement is made pursuant to, or to the 
extent that entitlement to indemnification is otherwise accorded by, this 
Article, indemnify every person who was or is a director, officer or employee 
of the Corporation (hereinafter referred to as the "Indemnitee") who was or is 
involved in any manner (including, without limitation, as a party or a 
witness), or is threatened to be made so involved, in any threatened, pending 
or completed investigation, claim, action, suit or proceeding, whether civil, 
criminal, administrative or investigative (including without limitation, any 
investigation, claim, action, suit or proceeding by or in the right of the 
Corporation) by reason of the fact that the Indemnitee is or was a director, 
officer or employee of the Corporation, or is or was serving at the request of 
the Corporation as a director, officer, employee, fiduciary or other 
representative of another corporation, partnership, joint venture, trust, 
employee benefit plan or other entity (such investigation, claim, action, suit 
or proceeding hereinafter being referred to as a "Proceeding"), against any 
expenses and any liability actually and in good faith paid or incurred by such 
person in connection with such Proceeding; provided, that indemnification may 
be made with respect to a Proceeding brought by an Indemnitee against the 
Corporation only as provided in the last sentence of this Section 6.1.  As 
used in this Article, the term "expenses" shall include fees and expenses of 
counsel and all other expenses (except any liability) and the term "liability" 
shall include amounts of judgments, fines or penalties and amounts paid in 
settlement.  Indemnification may be made under this Article for expenses 
incurred in connection with any Proceeding brought by an Indemnitee against 
the Corporation only if (1) the Proceeding is a claim for indemnification 
under this Article or otherwise, (2) the Indemnitee is successful in whole or 
in part in the Proceeding for which expenses are claimed, or (3) the 
indemnification for expenses is included in a settlement of, or is awarded by 
a court in, a Proceeding to which the Corporation is a party.

Section 6.2.  Advancement of Expenses.  All expenses incurred in good 
faith by or on behalf of the Indemnitee with respect to any Proceeding shall, 
upon written request 
<PAGE>
submitted to the Secretary of the Corporation, be 
advanced to the Indemnitee by the Corporation prior to final disposition of 
such Proceeding, subject to any obligation which may be imposed by law or by 
provision in the Articles, bylaws, an agreement or otherwise to repay the 
Corporation in certain events.

Section 6.3.  Indemnification Procedure.

(a)  To obtain indemnification under this Article, an Indemnitee shall 
submit to the Secretary of the Corporation a written request, including such 
supporting documentation as is reasonably available to the Indemnitee and 
reasonably necessary to the making of a determination of whether and to what 
extent the Indemnitee is entitled to indemnification.  The Secretary of the 
Corporation shall promptly thereupon advise the General Counsel in writing of 
such request.

(b)  The Indemnitee's entitlement to indemnification shall be determined 
by a Referee (selected as hereinafter provided) in a written opinion.  The 
Referee shall find the Indemnitee entitled to indemnification unless the 
Referee finds that the Indemnitee's conduct was such that, if so found by a 
court, indemnification would be prohibited by Pennsylvania law.

(c)  "Referee" means an attorney with substantial expertise in corporate 
law who neither presently is, nor in the past five years has been, retained to 
represent:  (i) the Corporation or the Indemnitee, or an affiliate of either 
of them, in any matter material to either such party, except to act as a 
Referee in similar proceedings, or (ii) any other party to the Proceeding 
giving rise to a claim for indemnification under this Article.  The 
Corporation's General Counsel, if Disinterested (as hereinafter defined), or 
if not, the Corporation's senior officer who is Disinterested, shall propose a 
Referee.  The Secretary of the Corporation shall notify the Indemnitee of the 
name of the Referee proposed, whose appointment shall become final unless the 
Indemnitee, within 10 days of such notice, reasonably objects to such Referee 
as not being qualified, independent or unbiased.  If the Corporation and the 
Indemnitee cannot agree on the selection of a Referee, or if the Corporation 
fails to propose a Referee, within 45 days of the submission of a written 
request for indemnification, the Referee shall be selected by the American 
Arbitration Association.  The General Counsel or a senior officer shall be 
deemed Disinterested if not a party to the Proceeding and not alleged in the 
pleadings as to the Proceeding to have participated in the action, or 
participated in the failure to act, which is the basis for the relief sought 
in the Proceeding.

<PAGE>
(d)  Notwithstanding any other provision of this Article, to the extent 
that there has been a determination by a court as to the conduct of an 
Indemnitee such that indemnification would not be prohibited by Pennsylvania 
law, or if an Indemnitee would be entitled by Pennsylvania law to 
indemnification, the Indemnitee shall be entitled to indemnification 
hereunder.

(e)  A determination under this Section 6.3 shall be conclusive and 
binding on the Company but not on the Indemnitee.

Section 6.4.  Partial Indemnification.  If an Indemnitee is entitled 
under any provision of this Article to indemnification by the Corporation of a 
portion, but not all, of the expenses or liability resulting from a 
Proceeding, the Corporation shall nevertheless indemnify the Indemnitee for 
the portion thereof to which the Indemnitee is entitled.

Section 6.5.  Insurance.  The Corporation may purchase and maintain 
insurance to protect itself and any Indemnitee against expenses and liability 
asserted or incurred by any Indemnitee in connection with any Proceeding, 
whether or not the Corporation would have the power to indemnify such person 
against such expense or liability by law, under an agreement or under this 
Article.  The Corporation may create a trust fund, grant a security interest 
or use other means (including, without limitation, a letter of credit) to 
ensure the payment of such amounts as may be necessary to effect 
indemnification.

Section 6.6.  Agreements.  The Corporation may enter into agreements with 
any director, officer or employee of the Corporation, which agreements may 
grant rights to the Indemnitee or create obligations of the Corporation in 
furtherance of, different from, or in addition to, but not in limitation of, 
those provided in this Article, without shareholder approval of any such 
agreement.  Without limitation of the foregoing, the Corporation may obligate 
itself (1) to maintain insurance on behalf of the Indemnitee against certain 
expenses and liabilities and (2) to contribute to expenses and liabilities 
incurred by the Indemnitee in accordance with the application of relevant 
equitable considerations to the relative benefits to, and the relative fault 
of, the Corporation.

Section 6.7.  Miscellaneous.  The entitlement to indemnification and 
advancement of expenses provided for in this Article (1) shall be a contract 
right, (2) shall not be exclusive of any other rights to which an Indemnitee 
may otherwise be entitled under any Article, bylaw, agreement, vote of 
shareholders or directors or otherwise, (3) shall continue as to a person who 
has ceased to be a director, officer or employee and (4) shall 
<PAGE>
inure to the 
benefit of the heirs and legal representatives of any person entitled to 
indemnification or advancement of expenses under this Article.

Section 6.8.  Construction.  If any provision of this Article shall be 
held to be invalid, illegal or unenforceable for any reason (1) such provision 
shall be invalid, illegal or unenforceable only to the extent of such 
prohibition and the validity, legality and enforceability of the remaining 
provisions of this Article shall not in any way be affected or impaired 
thereby, and (2) to the fullest extent possible, the remaining provisions of 
this Article shall be construed so as to give effect to the intent manifested 
by the provision held invalid, illegal or unenforceable.

Section 6.9.  Effectiveness.  This Article shall apply to every 
Proceeding other than a Proceeding filed prior to January 27, 1987, except 
that it shall not apply to the extent that Pennsylvania law does not permit 
its application to any breach of performance of duty or any failure of 
performance of duty by an Indemnitee occurring prior to January 27, 1987.

Section 6.10.  Amendment.  This Article may be amended or repealed at any 
time in the future by vote of the directors without shareholder approval; 
provided, that any amendment or repeal, or adoption of any Article of the 
Restated Articles or any other bylaw of the Corporation, which has the effect 
of limiting the rights granted to directors under this Article, shall require 
the affirmative vote of at least 80% of the voting power of the then 
outstanding shares of capital stock of the Corporation entitled to vote in an 
annual election of directors, voting together as a single class.  Any 
amendment or repeal, or such Article or other bylaw, limiting the rights 
granted under this Article shall operate prospectively only, and shall not 
limit in any way the indemnification provided for herein with respect to any 
action taken, or failure to act, by an Indemnitee prior thereto.


ARTICLE VII

CAPITAL STOCK


Section 7.1.  Share Certificates.  Every holder of fully-paid stock of 
the Corporation shall be entitled to a certificate or certificates, to be in 
such form as the Board of Directors may from time to time prescribe, and 
signed (in facsimile or otherwise, as permitted by law) by the Chairman of the 
Board of Directors, the Vice Chairman of the Board of 
<PAGE>
Directors, the President 
or any Vice President and also by the Secretary or the Treasurer or an 
Assistant Secretary or an Assistant Treasurer, which certificate or 
certificates shall represent and certify the number of shares of stock owned 
by such holder.  In case any officer, transfer agent or registrar who has 
signed (in facsimile or otherwise, as permitted by law) any share certificate 
shall cease to be such officer, transfer agent or registrar before the 
certificate is issued, it may be issued by the Corporation with the same 
effect as if the officer, transfer agent or registrar had not ceased to be 
such at the date of its issue.  The Board of Directors may authorize the 
issuance of certificates for fractional shares or, in lieu thereof, scrip or 
other evidence of ownership, which may (or may not) as determined by the Board 
of Directors entitle the holder thereof to voting, dividends or other rights 
of shareholders.

Section 7.2.  Transfer of Shares.  Transfers of shares of stock of the 
Corporation shall be made on the books of the Corporation only upon surrender 
to the Corporation of the certificate or certificates for such shares properly 
endorsed by the shareholder or by his assignee, agent or legal representative, 
who shall furnish proper evidence of assignment, authority or legal 
succession, or by the agent of one of the foregoing thereunto duly authorized 
by an instrument duly executed and filed with the Corporation in accordance 
with regular commercial practice.

Section 7.3.  Holders of Record.  The Corporation shall be entitled to 
treat the holder of record of any share or shares of stock of the Corporation 
as the holder and owner in fact thereof for all purposes and shall not be 
bound to recognize any equitable or other claim to or interest in any share on 
the part of any person other than the registered holder thereof, whether or 
not it shall have express or other notice thereof, except as expressly 
provided by law.  The Board of Directors may fix a record date, within any 
applicable limits imposed by law or the Restated Articles of Incorporation, 
for the determination of shareholders for any purpose, including meetings, 
payment of dividends, allotment of rights and reclassification, conversion or 
exchange of shares.  The Board of Directors may adopt a procedure whereby a 
shareholder of the Corporation may certify in writing to the Corporation that 
all or a portion of the shares registered in the name of the shareholder are 
held for the account of a specified person or persons.  The resolution of the 
Board of Directors adopting such a procedure may set forth:  (1) the 
classification of shareholder who may certify; (2) the purpose or purposes for 
which the certification may be made; (3) the form of certification and 
information to be contained therein; (4) if the certification is with respect 
to a record date, the time after the record date within which the 
certification must be received by the Corporation; and (5) such other 
provisions with respect to the procedure as are deemed necessary or desirable.  
Upon receipt by the 
<PAGE>
Corporation of a certification complying with the 
procedure, the persons specified in the certification shall be deemed, for the 
purposes set forth in the certification, to be the holders of record of the 
number of shares specified in place of the shareholder making the 
certification.

Section 7.4.  Replacement.  Each duly appointed transfer agent and 
registrar of the Corporation may issue and register, respectively, from time 
to time, without further action or approval by or on behalf of the 
Corporation, new certificates of stock of the Corporation to replace 
certificates claimed to have been lost, stolen, or destroyed, upon receipt by 
the transfer agent of an Affidavit of Loss and Bond of Indemnity in such 
amount and upon such terms as may be required by the transfer agent to protect 
the Corporation, the transfer agent and registrar against all loss, cost or 
damage arising from the issuance of such new certificates, provided that a 
Bond of Indemnity shall not be required where not more than five shares of 
stock are involved.


ARTICLE VIII

MISCELLANEOUS


Section 8.1.  Description of Seal.  The corporate seal of the Corporation 
shall be inscribed with the name of the Corporation, and the words "Corporate 
Seal," and may be used by causing it or a facsimile thereof to be impressed or 
affixed or in any manner reproduced.

Section 8.2.  Fiscal Year.  The fiscal year of the Corporation shall be 
the calendar year.

Section 8.3.  Gender.  In these bylaws, words used in the masculine 
gender shall include the feminine.

Section 8.4.  Adoption, Amendment or Repeal of Bylaws.  Except as 
otherwise provided by law, in the Restated Articles of Incorporation or in 
these bylaws, new or additional bylaws may be adopted and these bylaws may be 
amended or repealed by action of the Board of Directors at any regular or 
special meeting, subject to the power of the shareholders to change such 
action.



 






