


                                                                        072994
                                  BY-LAWS OF
                               GATX CORPORATION

                                  ARTICLE I
                           MEETING OF SHAREHOLDERS
    Section 1.  Place of Meeting.  Every meeting of the shareholders of GATX
Corporation (hereinafter called the Corporation) shall be held at the
principal office of the Corporation in the State of New York, or at such
other place in or out of said State as shall be specified in the notice
of such meeting or waiver of such notice.
    Section 2.  Annual Meetings.  The annual meeting of the shareholders shall
be held at the hour specified in the notice of such meeting, or waiver of such
notice, on the fourth Friday of April in each year (or if that day shall be a
legal holiday, then on the next succeeding business day) or on such other date
as the Board may determine for the election of directors and for the transaction
of such other business as may properly come before the meeting.
    Section 3.  Special Meetings.  Special meetings of the shareholders may,
unless otherwise provided by law, be called by the Chairman of the Board or the
President of the Corporation, or by a majority of the Board of Directors of the
Corporation (hereinafter called the Board).
    Section 4.  Notice of Meetings.  Notice of the time and place of holding of
each meeting of the shareholders and of the purpose or purposes for which the
meeting is called shall be in writing and signed by the President or a
Vice-President or the Secretary or an Assistant Secretary of the Corporation.
A copy of such notice shall be served, either personally or by mail, upon each
shareholder entitled to vote at the meeting not less than ten (10) nor more
than fifty (50) days before the meeting.  If mailed, such copy shall be directed
to the shareholder at his address as it appears on the stock book, unless he
shall have filed with the Secretary of the Corporation a written request that
notices intended for him be mailed to some other place, in which case it shall
be mailed to the address designated in such request.  No notice need be given of
any adjourned meeting, except when expressly required by law.
    Section 5.  Quorum.  Unless otherwise provided by law or in the Certificate
of Incorporation of the Corporation as amended (hereinafter called the
Certificate of Incorporation), the presence of the holders of record, in person
or represented by proxy, of a majority of the shares of stock entitled to be
voted thereat shall be necessary to constitute a quorum for the transaction of
business at any meeting of shareholders.  In the absence of a quorum at any such
meeting or any adjournment or adjournments thereof, a majority in voting
interest of those present in person or represented by proxy, or in the absence
therefrom of all the shareholders, any officer entitled to preside at, or to act
as secretary of, such meeting, may adjourn such meeting from time to time until
a quorum is present thereat.  At any adjourned meeting at which a quorum is
present any business may be transacted which might have been transacted at the
meeting as originally called.
    Section 6.  Organization.  At each meeting of the shareholders, the Chairman
of the Board, the President or a Vice-President designated for the purpose by
the Chairman (with priority in the order named), or in the absence of said
officers, a  chairman chosen by a majority vote of the shareholders present in
person or represented by proxy and entitled to vote thereat shall act as
chairman.  The Secretary shall act as secretary at each meeting of the
shareholders, or in his absence the chairman may appoint any person present to
act as secretary of the meeting.
    Section 7.  Order of Business.  The order of business at all meetings of the
shareholders shall be determined by the chairman of the meeting.
    Section 8.  Voting.  Unless otherwise provided by law or in the Certificate
of Incorporation, the Common Stock only shall have voting power.  Each holder of
record of shares of stock of the Corporation entitled to vote at any meeting of
shareholders shall, in all matters, be entitled to one vote for each share of
stock owned by him.  Shareholders may vote either in person or by proxy.  Except
as otherwise provided by law or these By-Laws, or by the Certificate of
Incorporation, the majority of the votes cast shall prevail on all matters
submitted to vote at any meeting of the shareholders.  Unless so directed by the
chairman of the meeting, the vote at such meeting need not be by ballot, except
that all elections of directors by shareholders shall be by ballot.  At the
direction of such chairman that a vote by ballot be taken on any question, such
vote shall be taken.  On a vote by ballot each ballot shall be signed by the
shareholder voting, or by his proxy as such if there be such proxy.  Except as
otherwise provided by law or by these By-Laws all voting may be via voce.
    Section 9.  Inspectors of Election.  At each meeting of the shareholders the
chairman of such meeting shall appoint one or more inspectors of election to act
thereat.  No director or candidate for the office of director shall be appointed
such inspector.  Each inspector of election so appointed, before entering upon
the discharge of his duties, shall be sworn faithfully to execute the duties of
inspector at such meeting with strict impartiality and according to the best of
his ability, and the oath so taken shall be subscribed by such inspectors.  Such
inspectors of election, after the voting on any question, shall make a
certificate of the result of the vote taken.  Inspectors need not be
shareholders.
    Section 10.  Record Date.  The Board may fix a day and hour not more than
fifty (50) days prior to the day and hour then fixed for the holding of any
meeting of shareholders as the time as of which shareholders entitled to notice
of and to vote at such meeting shall be determined, and all persons who were
holders of record of voting stock at such time and no others shall be entitled
to notice of and to vote at such meeting.
                                  ARTICLE II
                                  Directors
    Section 1.  Number, Election, Term, Powers.  The Corporation shall have such
number of directors, not less than three (3) nor more than twenty-one (21), as
shall from time to time be determined by the vote of a majority of the entire
board.  Except as otherwise provided herein, the directors shall be chosen at
the annual meeting of shareholders in each year, by a plurality of the votes
cast in the election therefor.  The term of office of each director shall
(unless vacated as provided herein) be from the time of his election and
qualification until the annual meeting of shareholders next succeeding his
election and until his successor shall have been duly elected and qualified, or
until his earlier death or resignation.  The directors shall act only as a board
and the individual directors shall have no power as such.  The Board shall have,
in the management of the Corporation's affairs, all powers which are not
inconsistent with the laws of the State of New York or these By-Laws, or the
Certificate of Incorporation.
    Section 2.  Qualifications.  All directors shall be at least twenty-one (21)
years of age.
    Section 3.  First Meeting.  After each election of directors by the
shareholders, on the same day and at the conclusion of the meeting of
shareholders at which such election shall be held, and at the place where such
election is held, the newly elected Board shall meet for the purpose of
organization, the election of officers and the transaction of other business.
Notice of such meeting need not be given.  If a quorum shall not be present at
such time and place, but at least one director is present, then such meeting
shall be adjourned as provided in Section 6 of this Article II.  If no director
shall be present at such time and place, then such meeting may be held at any
other time and place which shall be specified in a notice given as hereinafter
provided for special meetings of the Board or in a waiver of notice thereof.
    Section 4.  Regular Meetings.  Regular meetings of the Board shall be held
at such times and places as the Board by resolution may determine.  If any day
fixed for a regular meeting shall be a legal holiday at the place where the
meeting is to be held, then the meeting which would otherwise be held on that
day shall be held at the same hour on the next succeeding business day at said
place.  Except as provided by law or these By-Laws, notice of regular meetings
need not be given.
    Section 5.  Special Meetings.  Special meetings of the Board shall be held
whenever called by the Chairman of the Board or the President or by the
Secretary at the request of a majority of the members of the Board.  Except as
otherwise provided by law, notice of each such special meeting shall be mailed
to each director, addressed to him at his residence or usual place of business,
at least two days before the day on which such meeting is to be held, or shall
be sent addressed to him at such place by telegraph, cable or wireless, or be
delivered personally or by telephone, not later than the day before the day on
which such meeting is to be held.  Notice of any meeting of the Board need not,
however, be given to any director, if waived by him as in these By-Laws
provided.  Except as otherwise specifically provided by law or these By-Laws,
the notice or waiver of notice of any meeting of the Board need not contain any
statement of the purposes of the meeting or any specification of the business to
be transacted thereat.
    Section 6.  Quorum.  Unless otherwise provided by law or in the Certificate
of Incorporation or in these By-Laws, the presence of not less than one-third of
the number of directors as fixed in accordance with these By-Laws shall be
necessary to constitute a quorum for the transaction of business by the Board.
In the absence of a quorum, a majority of the directors present may adjourn any
meeting of the Board from time to time until a quorum shall be present thereat.
Notice of any adjourned meeting need not be given.  At any adjourned meeting
at which a quorum is present any business may be transacted which might have
been transacted at the meeting as originally called.
    Section 7.  Voting.  At all meetings of directors, a quorum being present,
all matters, except those the manner of deciding upon which is otherwise
provided by law or these By-Laws, or in the Certificate of Incorporation, shall
be decided by the vote of a majority of the directors present.
    Section 8.  Organization.  At each meeting of the Board the Chairman of the
Board or, in the Chairman's absence, a director chosen by a majority of the
directors present, shall act as chairman.  The Secretary, or in the Secretary's
absence any person appointed by the chairman, shall act as secretary of the
meeting.  Any meeting of the Board may be adjourned by the vote of a majority of
the directors present at such meeting.
    Section 9.  Vacancies.  Any vacancy in the Board whether arising from death,
resignation, an increase in the number of directors or any other cause, may be
filled by the vote of a majority of the remaining directors, provided that, in
the case of a vacancy occurring through the resignation of a director, the
resigning director shall be entitled to vote with the other directors for his
successor.
    Section 10.  Place of Meeting.  The Board may hold its meetings at such
place or places within or without the State of New York as it may from time to
time by resolution determine or as shall be specified or fixed in the respective
notices or waivers of notice thereof.
    Section 11.  Indemnification.  (a) The Corporation shall indemnify to the
fullest extent permitted by law, any person made, or threatened to be made, a
party to an action or proceeding, civil or criminal (including an action by or
in the right of the Corporation or by or in the right of any other corporation
of any type or kind, domestic or foreign, which any director or officer of the
Corporation served in any capacity at the request of the Corporation), by
reason of the fact that he, his testator or intestate, was a director or officer
of the Corporation (or served the Corporation or such other corporation in any
capacity), against judgments, fines, amounts paid in settlement and reasonable
expenses, including attorneys' fees actually and necessarily incurred as a
result of such action or proceeding, or any appeal therein, and the Corporation
may pay, in advance of final disposition of any such action or proceeding,
expenses incurred by such person in defending such action or proceeding.  The
Corporation may indemnify, and make advancements to, any person made, or
threatened to be made, a party to any such action or proceeding by reason of
the fact that he, his testator or intestate, is or was an agent or employee
(other than a director or officer) of the Corporation (or served another
corporation at the request of the Corporation in any capacity), on such terms,
to such extent, and subject to such conditions, as the Board shall determine.
    (b)  A person shall be presumed to be entitled to indemnification for any
act or omission covered by this By-Law.  The burden of proof of establishing
that a person is not entitled to indemnification because of the failure to
fulfill some requirement of New York law, the Corporation's charter, or the
By-Laws shall be on the Corporation.
    (c)  If a claim under this By-Law is not paid in full by the Corporation
within thirty days after a written claim has been received by the Corporation,
the claimant may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall be entitled to be paid also the expense of prosecuting such
claim, including attorneys' fees.
    Section  12.  Action by Written Consent.  Unless otherwise provided by law
or in the Certificate of Incorporation of the Corporation, any action required
or permitted to be taken by the Board or any committee thereof may be taken
without a meeting if all members of the Board or the committee consent in
writing to the adoption of a resolution authorizing the action.  The resolution
and the written consents thereto by the members of the Board or committee shall
be filed with the minutes of the proceedings of the Board or committee.
    Section 13.  Action by Means of Conference Telephone.  Any one or more
members of the Board may participate in a regular or special meeting of the
Board by means of a conference telephone or similar communications equipment
allowing all persons participating in the meeting to hear each other at the
same time.  Participation by such means shall constitute presence in person
at a meeting.
                                 ARTICLE III
                                  COMMITTEES
    Section 1.  Committees.  On the terms, to the extent and subject to the
conditions, prescribed by law or by resolution of the Board, the Board, by
resolution adopted by a majority of the entire Board, may designate from among
its members an Executive Committee and other committees, each of which shall
consist of three or more directors and shall have the authority of the Board.
The Board may designate one or more directors as alternate members of any
committee, who may act in the place of any absent member or members of such
committee.  The presence of not less than one-third of the number of members
of any committee or two members of such committee, whichever shall be greater,
shall be necessary to constitute a quorum of such committee and, except as
otherwise provided by law, the Certificate of Incorporation or these By-Laws,
a majority vote of the committee members present shall be the act of the
committee.
    Section 2.  Action by Means of Conference Telephone.  Any one or more
members of any committee of the Board may participate in a meeting of such
committee by means of a conference telephone or similar communications
equipment allowing all persons participating in the meeting to hear each
other at the same time.  Participation by such means shall constitute
presence in person at a meeting.
                                  ARTICLE IV
                                   OFFICERS
    Section 1.  Number.  The officers of the Corporation shall be a Chairman
of the Board, a President, one or more Vice-Presidents, a Secretary, a
Treasurer and a Controller.  The officers of the Corporation may also include,
at the option of the Board, one or more Vice-Chairmen of the Board, each of
whom shall be a member of the Board.  Two or more offices may be conferred
upon one person, except the offices of President and Secretary.  The Board
may require any officer, agent or employee to give security for faithful
performance of such person's duties.
    Section 2.  Election, Term of Office, Qualification.  The officers of
the Corporation shall be chosen by the Board as soon as practicable after
each annual election of directors, each such officer to hold office until
his successor shall have been chosen and qualified, or until his earlier
death or resignation, or removal in the manner hereinafter provided.
    Section 3.  Subordinate Officers.  The Board may appoint as subordinate
officers, assistants to any officer including assistant secretaries and
assistant treasurers, agents or employees as the Board may deem necessary or
advisable, each of whom shall serve for such period, have such authority and
perform such duties as the Board  may from time to time determine or as may
be set forth in these By-Laws.  The Board may delegate to any officer the
power to appoint and remove subordinate officers, assistant secretaries,
assistant treasurers, agents or employees.
    Section 4.  Management Direction.  The Board shall designate an officer
of the Corporation to be the chief executive officer of the Corporation and
such chief executive officer shall have, subject to the control of the Board,
general and active supervision and direction over the property, business and
affairs of the Corporation and the personnel thereof.
    Section 5.  The Chairman of the Board.  The Chairman of the Board shall
perform all duties customarily incident to the office of Chairman of the
Board and such other duties as may from time to time be assigned to him by
the Board.  He shall, if present, preside at all meetings of the shareholders
and of the Board.
    Section 6.  The Vice-Chairman of the  Board.  Each Vice-Chairman of the
Board shall have such authority and perform such duties as may from time to
time be assigned by these By-Laws, the Board or the Chairman of the Board.
    Section 7.  The President.  The President shall perform all duties
customarily incident to the office of President and such other duties as may
from time to time be assigned to him by the Board.  In case of the absence
or inability to act of the Chairman of the Board, the President shall perform
the duties of the Chairman of the Board, and when so acting shall have all
the powers of and be subject to all the restrictions upon the Chairman of
the Board.
    Section 8.  Vice-Presidents.  Each Vice-President shall have such powers
and perform such duties as the Board, the Chairman of the Board or the
President may from time to time prescribe, and shall perform such other
duties as may be prescribed by these By-Laws.  In case  of the absence or
inability to act of the President, then one of the Vice-Presidents who shall
be designated for the purpose by the Board shall perform the duties of the
President, and when so acting shall have all the powers of and be subject to
all the restrictions upon the President.
    Section 9.  The Secretary.  The Secretary shall act as secretary of, and
keep the minutes of, all meetings of the Board and of the shareholders; he
shall cause to be given such notice of all meetings of the shareholders and
directors as required; he shall be custodian of the seal of the Corporation
and shall affix the seal or cause it to be affixed to all certificates and
documents, the execution of which on behalf of the Corporation under its seal
shall have been specifically or generally authorized; he shall have charge
of the books, records and papers of the Corporation relating to its organization
as a corporation; and he shall in general perform all the duties incident to
the office of Secretary.  He shall also have such other powers and perform
such other duties, not inconsistent with these By-Laws, as the Chairman of
the Board, the President or the Board shall from time to time prescribe.
    Section 10.  The Treasurer.  The Treasurer shall have charge and custody
of, and be responsible for, all the funds and securities of the Corporation
and shall keep full and accurate accounts of receipts and disbursements in
books belonging to the Corporation and shall deposit all moneys and other
valuable effects in the name of and to the credit of the Corporation in such
banks or other depositaries as may be designated by the Board; he shall
disburse the funds of the Corporation, taking proper vouchers for such
disbursements, and shall render to the Chairman of the Board, the President
or the Board, whenever any one or more of them may require him so to do, a
statement of all his transactions as Treasurer; and, in general, he shall
perform all the duties incident to the office of Treasurer and such other
duties as may from time to time be assigned to him by the Chairman of the
Board, the President or the Board.
    Section 11.  The Controller.  The Controller shall keep accurate accounts,
in such form as may be approved by the Board of Directors, of all financial
transactions of the Corporation; he shall supervise and direct the keeping
of all of the financial records and accounting records of the Corporation,
and shall have general charge, supervision and direction of the accounting
departments of the Corporation; he shall discharge such other duties and
have such other powers as may be required of or granted to him by the Board.
    Section  12.  Assistants to the President.  Each assistant to the
President shall, at the request of the President, aid and assist him in the
performance of his duties and the exercise of his powers, and have such other
powers and perform such other duties as may from time to time be assigned
to him by the Chairman of the Board, the President or the Board.
    Section 13.  Assistant Secretaries.  In case of the absence or inability
to act of the Secretary, the Assistant Secretary, or, if there shall be more
than one, any of the Assistant Secretaries, shall perform the duties of the
Secretary, and, when so acting shall have all the powers of, and be subject
to all the restrictions upon, the Secretary.  Each of the Assistant Secretaries
shall perform such other duties as from time to time may be assigned to him by
the Chairman of the Board, the President, the Secretary or the Board.
    Section 14.  Assistant Treasurers.  In case of the absence or inability
to act of the Treasurer, the Assistant Treasurer, or, if there be more than
one, any of the Assistant Treasurers, shall perform the duties of the
Treasurer, and, when so acting, shall have all the powers of, and be subject
to all the restrictions upon, the Treasurer.  Each of the Assistant
Treasurers shall perform such other duties as from time to time may be
assigned to him by the Chairman of the Board, the President, the Treasurer
or the Board.
    Section 15.  General Provisions.  All officers shall serve under the
direction of and at the pleasure of the Board and be subject to removal
thereby at any time with or without cause.  Any vacancy occurring in any
office may be filled by the Board.
                                  ARTICLE V
                CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
    Section 1.  Execution of Contracts.  Except as otherwise provided by law
or in these By-Laws, the Chairman of the Board, any Vice-Chairman of the
Board, the President or any Vice-President shall have authority to execute and
deliver any and all instruments for and in the name of the Corporation.  The
Board may authorize any other officer or officers, agent or agents to execute
and deliver any instrument for and in the name of the Corporation and such
authority may be general or confined to specific instances.  Unless
authorized by the Board or by these By-Laws, no officer, agent or employee
shall have any power or authority to bind the Corporation by any contract or
engagement or to pledge its credit or to render it pecuniarily liable for
any purpose or to any amount.
    Section  2.  Indebtedness.  No loans shall be contracted on behalf of the
Corporation and no negotiable paper shall be issued in its name unless
authorized by the resolutions of the Board.  When authorized by the Board so
to do, any officer or agent of the Corporation thereunto authorized may
effect loans and advances for the Corporation from any bank, trust company or
other institution, or from any firm, corporation or individual, and for such
loans and advances may make, execute and deliver promissory notes, bonds, or
other certificates or evidences of indebtedness of the Corporation and, when
authorized so to do, may pledge, hypothecate or transfer any securities or
other property of the Corporation as security for any such loans or advances.
Such authority may be general or confined to specific instances.
    Section 3.  Checks, Drafts, etc.  All checks, drafts, and other orders
for the payment of moneys out of the funds of the Corporation and all notes
or other evidences of indebtedness of the Corporation shall be signed on behalf
of the Corporation in such manner as shall from time to time be determined by
resolution of the Board.
    Section 4.  Deposits.  All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositaries as the Board may select or as
may be selected by any officer or officers, agent or agents of the Corporation
to whom such power may from time to time be delegated by the Board; and, for
the purpose of such deposit, the Chairman of the Board, the President, any
Vice-President, the Treasurer or the Secretary, or any other officer, agent or
employee of the Corporation to whom such power may be delegated by the Board,
may endorse, assign and deliver checks, drafts and other orders for the
payment of moneys which are payable to the order of the Corporation.
                                  ARTICLE VI
                             SHARES AND DIVIDENDS
    Section 1.  Consideration for Issue of Stock.  No stock shall be issued
except as permitted under the Business Corporation Law of the State of New
York.
    Section 2.  Certificates.  Each holder of record of shares of stock of
the Corporation shall be entitled to have a certificate or certificates, in
such form as shall be approved by the Board, signed by the President or a
Vice-President and the Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary, and sealed with the seal of the Corporation, which
seal may be an engraved or printed facsimile, certifying the number of shares
owned by him in the Corporation.  The signatures of the officers upon a
certificate may be facsimiles if the certificate is countersigned by a
transfer agent or registered by a registrar other than the Corporation itself
or its employee.  In case any such person who shall have signed, or whose
facsimile signature has been placed upon, such certificate shall have ceased
to hold such position before such certificate is issued, it may be issued by
the Corporation with the same effect as if such person had not ceased to hold
such position at the date of its issue.
    Section 3.  Transfer of Shares.  Shares of stock of the Corporation
shall be transferable on the stock book of the Corporation by the holder
thereof in person or by his attorney thereunto authorized by power of
attorney duly executed and filed with the agent or officer in charge of such
book, subject to such proof or guarantee of signature as the Corporation or
its transfer agent may require.  Except as hereinafter provided in the case
of loss, destruction or mutilation of certificates, no transfer of stock
shall be entered until the previous certificate given for the same shall have
been duly endorsed, surrendered and cancelled.  The Board may make such
additional rules and regulations as it may deem expedient concerning the
issue and transfer of certificates representing shares of stock of the
Corporation.  The person in whose name shares stand on the stock book of the
Corporation shall be deemed by the Corporation to be the owner thereof for
all purposes.
    Section 4.  Record Date.  The Board may fix a day and hour not exceeding
fifty (50) days preceding the date fixed for the payment of any dividend or
the making of any distribution, or for the delivery of evidences of rights
or evidences of interests arising out of any changes, conversion or exchange
of capital stock, as a record time for the determination of the shareholders
entitled to receive such dividend, distribution, rights or interests, and in
such case only shareholders of record at the time so fixed shall be entitled
to receive such dividend, distribution, rights or interests.
    Section 5.  Lost, Stolen, Destroyed or Mutilated Certificates.  A
certificate for shares of the stock of the Corporation may be issued in
place of any certificate lost, stolen, destroyed or mutilated, but only on
delivery to the Corporation, unless the Board of Directors otherwise determines,
of a bond of indemnity, in form and amount and with one or more sureties
satisfactory to the Board, or such officer or officers of the Corporation or
such transfer agent as the Board may from time to time designate, and of such
evidence of such loss, theft, destruction or mutilation as the Board, or such
officer or officers or transfer agent, may require.
                                 ARTICLE VII
                              OFFICES AND BOOKS
    Section 1.  Offices.  The Board may from time to time and at any time
establish offices of the Corporation or branches of its business at whatever
place or places seem to it expedient.  Offices or agencies for the transfer
and registration of stock shall at all times be maintained in the City of New
York.  Additional such offices or agencies may be maintained elsewhere, in
the discretion of the Board.
    Section 2.  Books.  There shall be kept at the office of the Corporation
in Chicago, Illinois, correct books of all the business and transactions of
the Corporation, and, at the office of the Corporation in the State of New
York, or at the office of a transfer agent of the Corporation in such State,
the stock book of the Corporation, which shall contain the names, alphabetically
arranged, of all persons who are shareholders of the Corporation, showing
their respective places of residence, the number of shares held by them
respectively, and the time when they respectively became the owners thereof.
The stock book shall at all times during business hours be open to the
inspection of all persons permitted by law to inspect the same.
                                 ARTICLE VIII
                                     SEAL
    Section 1.  The common seal of the Corporation shall consist of a round
seal with the words "GATX CORPORATION" in the margin and the words "NEW YORK,
1916" in the center thereof.
                                  ARTICLE IX
                               WAIVER OF NOTICE
    Section 1.  Whenever any notice whatever is required to be given by these
By-Laws or the Certificate of Incorporation or by law, the person entitled
thereto may, in person, or in the case of a shareholder, by his duly
authorized attorney, waive such notice in writing (which shall include the use
of telegraph, cable, radio or wireless), whether before or after the meeting
or other matter or event in respect of which such notice is to be given, and
in such event such waiver shall be equivalent to such notice and such notice
need not be given to such person, and any action to be taken after such notice
or after the lapse of a prescribed period of time may be taken without such
notice and without the lapse of any period of time.  The presence of a director
at any meeting of the Board shall constitute waiver of notice thereof by him.
                                  ARTICLE X
                                 FISCAL YEAR
    Section 1.  The fiscal year of the Corporation shall end on the thirty-first
day of December in each year.
                                  ARTICLE XI
                                  AMENDMENTS
    Section 1.  These By-Laws may be altered, changed, amended or repealed and
new by-laws adopted at any regular or special meeting of the Board of Directors,
by a majority vote of all the Directors, provided notice of the proposed
alteration, change, amendment or repeal shall have been given with notice of
the meeting.

