Exhibit 3


                              Brunswick Corporation


                                     By-Laws


                                    Article I

                                     Offices

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

         Section 2.  The corporation may also have offices in the City of Lake
Forest, State of Illinois, and at such other places as the board of directors
may from time to time determine or the business of the corporation may
require.

                                   Article II

                            Meetings of Stockholders

         Section 1.  Meetings of stockholders may be held at such time and
place, within or without the State of Delaware, as shall be stated in the
notice of the meeting or in a duly executed waiver of notice thereof.

         Section 2.  An annual meeting of stockholders shall be held at such
time and on such day in the month of April or in such other month as the board
of directors may specify by resolution.  At the annual meeting the stockholders
shall elect by a plurality vote of those stockholders voting at the meeting, by
ballot, a board of directors, and transact such other business as may properly
be brought before the meeting.

         Section 3.  Written notice of the annual meeting stating the place,
date and hour of meeting shall be given not less than ten nor more than sixty
days before the date of the meeting to each stockholder entitled to vote at
such meeting.

         Section 4.  At least ten days before every election of directors, a
complete list of the stockholders entitled to vote at said election arranged in
alphabetical order, shall be prepared or caused to be prepared by the
secretary.  Such list shall be open at the place where the election is to be
held for said ten days, to the examination of any stockholder, and shall be
produced and kept at the time and place of election during the whole time
thereof, and subject to the inspection of any stockholder who may be present.

         Section 5.  Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the chairman of the board and shall be called
by the president or secretary at the request in writing of a majority of the
board of directors.  Such request shall state the purpose or purposes of the
proposed meeting.

         Section 6.  Written notice of a special meeting of stockholders
stating the place, date and hour of meeting, and the purpose or purposes for
which the meeting is called shall be given not less than ten nor more than
sixty days before the date of the meeting to each stockholder entitled to vote
at such meeting.

         Section 7.  Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

         Section 8.  The holders of a majority of the shares of the capital
stock of the corporation, issued and outstanding and entitled to vote thereat,
present in person or represented by proxy, shall be requisite and shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the certificate of
incorporation or by these by-laws.  If, however, such quorum shall not be
present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented.
At such adjourned meeting at which a quorum shall be present or represented any
business may be transacted which might have been transacted at the meeting as
originally notified.

         Section 9.  When a quorum is present or represented at any meeting,
the vote of the holders of a majority of the stock having voting power present
in person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express provision of the
statutes or of the certificate of incorporation or of these by-laws, a
different vote is required, in which case such express provisions shall govern
and control the decision of such question.

         Section 10.  At any meeting of the stockholders every stockholder
having the right to vote shall be entitled to vote in person, or by proxy
appointed by an instrument in writing subscribed by such stockholder and
bearing a date not more than three years prior to said meeting, unless said
instrument provides for a longer period.  Each stockholder shall have one vote
for each share of stock having voting power, registered in his name on the
books of the corporation.  Except where the transfer books of the corporation
shall have been closed or a date shall have been fixed as a record date for the
determination of its stockholders entitled to vote, no share of stock shall be
voted on at any election for directors which shall have been transferred on the
books of the corporation within twenty days next proceeding such election of
directors.

                                   Article III

                                    Directors

         Section 1.  The number of directors shall be eleven but the number of
directors may, from time to time, be altered by amendment of these by-laws in
accordance with the certificate of incorporation.

         Section 2.  Subject to the rights of holders of any class or series of
stock having a preference over the Common Stock as to dividends or upon
liquidation, nominations for the election of directors may be made by the board
of directors or  committee appointed by the board of directors or by any
stockholder entitled to vote in the election of directors generally.  However,
any stockholder entitled to vote in the election of directors generally may
nominate one or more persons for election as directors at a meeting only if
written notice of such stockholder's intent to make such nomination or
nominations has been given, either by personal delivery or by United States
mail, postage prepaid, to the secretary of the corporation not later than (a)
with respect to an election to be held at an annual meeting of stockholders,
ninety days prior to the anniversary date of the immediately preceding annual
meeting, and (b) with respect to an election to be held at a special meeting of
stockholders for the election of directors, the close of business on the tenth
day following the date on which notice of such meeting is first given to
stockholders.  Each such notice shall set forth: (i) the name and address of
the stockholder who intends to make the nomination and of the person or persons
to be nominated; (ii) a representation that the stockholder is the holder of
record of stock of the corporation entitled to vote at such meeting and intends
to appear in person or by proxy at the meeting to nominate the person or
persons specified in the notice; (iii) a description of all arrangements or
understandings between the stockholder 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 stockholder; (iv) such other information
regarding each nominee proposed by such stockholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission; and (v) the consent of each 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 not made in
compliance with the foregoing procedure.

         Section 3.  The property and business of the corporation shall be
managed by its board of directors, which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute or by
the certificate of incorporation or by these by-laws directed or required to be
exercised or done by the stockholders.

                       Meetings of the Board of Directors

         Section 4.  The board of directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.

         Section 5.  The first meeting of each newly elected board shall be
held immediately after, and at the same place as, the annual meeting of
stockholders at which such board shall have been elected, for the purpose of
electing officers, and for the consideration of any other business that may
properly be brought before the meeting.  No notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present.

         Section 6.  Regular meetings of the board of directors shall be held
on such dates, not less often than once each calendar quarter, as may be fixed
from time to time by resolution of the board of directors.  No notice need be
given of such meetings, provided that notice of such resolution has been
furnished to each director.  Such meetings shall be held at the Lake Forest
office of the corporation or at such other place as is stated in the notice of
the meeting.  Upon the assent, given either verbally or in writing, of a
majority of the whole board, any regular meeting may be cancelled, the time
changed, or may be held at such other place and time, as a majority of the
whole board may designate, either verbally or in writing, upon reasonable
notice given to each director, either personally or by mail or by telegram.

         Section 7.  Special meetings of the board of directors may be called
by the chairman of the board, or by the secretary on the written request of two
directors, to be held either at the Lake Forest office of the corporation or at
such other place as may be convenient and may be designated by the officer
calling the meeting.  Reasonable notice of such special meeting shall be given
to each director, either personally or by mail or telegram; provided, that a
majority of the whole board of directors present at a meeting called by any of
said officers, in matters requiring prompt attention by the board, may hold a
valid meeting and transact business without the giving of notice to each
director as above provided.

         Section 8.  At all meetings of the board the presence of a majority of
the whole board shall be necessary and sufficient to constitute a quorum for
the transaction of business and the act of a majority of the directors present
at any meeting at which there is a quorum shall be the act of the board of
directors, except as may be otherwise specifically provided by statute or by
the certificate of incorporation or by these by-laws.  If a quorum shall not be
present at any meeting of the board of directors the directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

                               Executive Committee

         Section 9. (a) The board of directors of the corporation at the annual
or any regular or special meeting may, by resolution adopted by a majority of
the whole board, designate three or more directors, one of whom shall be either
the chairman of the board or the president of the corporation, to constitute an
executive committee.  Vacancies in the executive committee may be filled at any
meeting of the board of directors.  Each member of the executive committee
shall hold office until his successor shall have been duly elected, or until
his death, or until he shall resign or shall have been removed from office or
shall cease to be a director.  Any member of the executive committee may be
removed by resolution adopted by a majority of the whole board of directors
whenever in its judgment the best interests of the corporation would be served
thereby.  The compensation, if any, of members of the executive committee shall
be established by resolution of the board of directors.

         (b)  The executive committee shall have and may exercise all of the
authority of the board of directors in the management of the corporation,
provided such committee shall not have the authority of the board of directors
in reference to amending the certificate of incorporation, adopting a plan of
merger or consolidation with another corporation or corporations, recommending
to the stockholders the sale, lease, exchange, mortgage, pledge or other
disposition of all or substantially all of the property and assets of the
corporation if not made in the usual and regular course of its business,
recommending to the stockholders a voluntary dissolution of the corporation or
a revocation thereof, amending, altering or repealing the by-laws of the
corporation, electing or removing officers of the corporation or members of the
executive committee, fixing the compensation of officers, directors, or any
member of the executive committee, declaring dividends, amending, altering or
repealing any resolution of the board of directors which by its terms provides
that it shall not be amended, altered or repealed by the executive committee,
the acquisition or sale of companies, businesses or fixed assets where the fair
market value thereof or the consideration therefor exceeds $10,000,000,
authorizing the issuance of any shares of the corporation, or authorizing the
creation of any indebtedness for borrowed funds, in excess of $2,000,000.

         (c)  The executive committee shall have power to authorize the seal of
the corporation to be affixed to all papers which may require it.  Minutes of
all meetings of the executive committee shall be submitted to the board of
directors of the corporation at each meeting following a meeting of the
executive committee.  The minute books of the executive committee shall at all
times be open to the inspection of any director.

         (d)  The executive committee shall meet at the call of the chairman of
the executive committee, chairman of the board, the president, or any two
members of the executive committee.  Three members of the executive committee
shall constitute a quorum for the transaction of business and the act of a
majority of those present shall constitute the act of the committee.

                                 Audit Committee

         Section 10. (a) The board of directors of the corporation at the
annual or any regular or special meeting shall, by resolution adopted by a
majority of the whole board, designate three or more independent directors to
constitute an audit committee and appoint one of the directors so designated as
the chairman of the audit committee.  Membership on the audit committee shall
be restricted to those directors who are independent of the management of the
corporation and are free from any relationship that, in the opinion of the
corporation's board of directors, would interfere with the exercise of
independent judgment as a member of the committee.  Vacancies in the committee
may be filled at any meeting of the board of directors.  Each member of the
committee shall hold office until his successor shall have been duly elected,
or until his death, or until he shall resign or shall have been removed from
the audit committee by the board or shall cease to be a director.  Any member
of the audit committee may be removed from the committee by resolution adopted
by a majority of the whole board of directors whenever in its judgment (1) such
person is no longer an independent director or free from any relationship with
the corporation or any of its officers prohibited by this section, or (2) the
best interests of the corporation would be served thereby.  The compensation,
if any, of members of the committee shall be established by resolution of the
board of directors.

         (b)  The audit committee shall be responsible for recommending to the
board of directors the appointment or discharge of independent auditors,
reviewing with management and the independent auditors the terms of engagement
of independent auditors, including the fees, scope and timing of the audit and
any other services rendered by such independent auditors; reviewing with
independent auditors and management the corporation's policies and procedures
with respect to internal auditing, accounting and financial controls, and
dissemination of financial information; reviewing with management, the
independent auditors and the internal auditors, the corporation's financial
statements, audit results and reports and the recommendations made by the
auditors with respect to changes in accounting procedures and internal
controls; reviewing the results of studies of the corporation's system of
internal accounting controls; and performing any other duties or functions
deemed appropriate by the board of directors.  The committee shall have such
powers and rights as may be necessary or desirable to fulfill these
responsibilities including, the power and right to consult with legal counsel
and to rely upon the opinion of such legal counsel.  The audit committee is
authorized to communicate directly with the corporation's financial officers
and employees, internal auditors and independent auditors on such matters as it
deems desirable and to have the internal auditors and independent auditors 
perform such additional procedures as it deems appropriate. The audit committee
shall periodically report to the board of directors on its activities.

         (c)  Minutes of all meetings of the audit committee shall be submitted
to the board of directors of the corporation.  The minute books of the
committee shall at all times be open to the inspection of any director.

         (d)  The audit committee shall meet at the call of its chairman or any
two members of the committee.  Two members of the audit committee shall
constitute a quorum for the transaction of business and the act of a majority
of those present, but no less than two members, shall constitute the act of the
committee.

                             Compensation Committee

         Section 11. (a) The board of directors of the corporation at the
annual or any regular or special meeting shall, by resolution adopted by a
majority of the whole board, designate three or more directors to constitute a
compensation committee and appoint one of the directors so designated as the
chairman of the compensation committee.  Membership on the compensation
committee shall be restricted to disinterested persons which for this purpose
shall mean any director, who, during the time he is a member of the
compensation committee is not eligible, and has not at any time within one year
prior thereto been eligible, for selection to participate in any of the
compensation plans administered by the compensation committee, except for the
1988 Stock Plan for Non-Employee Directors.  Vacancies in the committee may be
filled at any meeting of the board of directors.  Each member of the committee
shall hold office until his successor shall have been duly elected, or until
his death or resignation, or until he shall have been removed from the
committee by the board of directors, or until he shall cease to be a director
or a disinterested person.  Any member of the compensation committee may be
removed by resolution adopted by a majority of the whole board of directors
whenever in its judgment the best interests of the corporation would be served
thereby.  A majority of the compensation committee shall constitute a quorum
and an act of the majority of the members present at any meeting at which a
quorum is present, or an act approved in writing by each of the members of the
committee without a meeting, shall be the act of the compensation committee.
The compensation, if any, of members of the committee shall be established by
resolution of the board of directors.

         (b)  The compensation committee shall administer the CEO Incentive
Plan, Brunswick Performance Plan, Strategic Incentive Plan, 1971 Stock Option
Plan, 1984 Restricted Stock Plan, 1988 Stock Plan for Non-Employee Directors,
1991 Stock Plan, and Supplemental Pension Plan.  The compensation committee
shall have the power and authority vested in it by any plan of the corporation
which the committee administers.  The compensation committee shall from time to
time recommend to the board of directors the compensation of the officers of
the corporation except for assistant officers whose compensation shall be fixed
by the officers of the corporation.  The compensation committee shall also make
recommendations to the board of directors with regard to the compensation of
the board of directors and its committees except the compensation committee.

                         Corporate Governance Committee

         Section 12. (a) The board of directors of the corporation at the
annual or any regular or special meeting shall, by resolution adopted by a
majority of the whole board, designate three or more directors to constitute a
corporate governance committee of the board of directors and appoint one of the
directors so designated as its chairman.  Members on the corporate governance
committee of the board of directors shall be restricted to disinterested
persons which for this purpose shall mean any director who, during the time the
director is a member of the corporate governance committee of the board of
directors, is neither an officer or employee of the corporation.  Vacancies in
the committee may be filled at any meeting of the board of directors.  Each
member of the committee shall hold office until his successor shall have been
duly elected, or until his death or resignation, or until he shall have been
removed from the committee by the board of directors, or until he shall cease
to be a director.  Any member of the corporate governance committee of the
board of directors may be removed by resolution of the whole board of directors
whenever in its judgment the best interests of the corporation would be served
thereby.  A majority of the corporate governance committee of the board of
directors shall constitute a quorum and an act of the majority of the members
present at any meeting at which a quorum is present, or an act approved in
writing by each of the members of the committee without a meeting, shall be the
act of the corporate governance committee.  The compensation, if any, of
members of the committee shall be established by resolution of the board of
directors.

         (b)  The corporate governance committee of the board of directors
shall be responsible for all matters of corporate governance and director
affairs including, but not limited to:

               (i)   considering and making recommendations to the board with
                     regard to changes in the size of the board;

               (ii)  developing and maintaining appropriate criteria for the
                     composition of the board of directors and its nominees;

              (iii)  overseeing the selection of and making recommendations to
                     the board regarding nominees for election as directors to
                     be submitted to the stockholders and nominees to fill
                     vacancies on the board of directors as they occur;

               (iv)  coordinating an annual evaluation by the board, with input
                     from senior management, of the structure of the board and
                     its committees and the processes employed in their
                     deliberations; and

                (v)  periodically evaluating the performance of members of the
                     board.

 
         (c)  Nothing in this by-law is intended to prevent any individual
director from making a recommendation of a person to be a director of the
corporation either to the corporate governance committee or to the board.

                                Other Committees

         Section 13.  The board of directors may from time to time create and
appoint such committees in addition to the executive, audit, compensation and
nominating committees as it deems desirable.  Each additional committee shall
bear such designation, shall have such powers and shall perform such duties,
not inconsistent with these by-laws or with law, as may be assigned to it by
the board of directors; provided that no such additional committee may 
exercise the powers of the board of directors in the management of the business
and affairs of the corporation except such as shall be expressly delegated to 
it.  The board of directors shall have the power to change the menbers of any 
such additional committee at any time, to fill vacancies, and to discharge any 
such additional committee at any time. The compensation, if any, of members of
any such committee shall be established by resolution of the board of 
directors.


                            Compensation of Directors

         Section 14.  Directors shall receive such fees and reimbursement of
reasonable expenses as may be fixed from time to time by resolution of the
board.  Members of special or standing committees shall also be allowed such
fees and reimbursements for reasonable expenses in connection with service on
such committees as may from time to time be fixed by resolution of the board.
Such fees may be fixed on the basis of meetings attended or on an annual basis
or both and may be payable currently or deferred.


                            Action by Written Consent

         Section 15.  Any action required or permitted to be taken at any
meeting of the board of directors or of any committee thereof may be taken
without a meeting if all members of the board or committee, as the case may be,
consent thereto in writing and the writing or writings are filed with the
minutes of proceedings of the board or committee.


              Action By Telephone Or Other Communications Equipment

         Section 16.  Directors may participate in a meeting of the board or
any committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting pursuant to this section shall
constitute presence in person at such meeting.



                           Alternate Committee Members

         Section 17.  The board of directors may designate one or more
directors as alternate members of any committee, any of whom may be selected by
the chairman of a committee to replace any absent or disqualified member at any
meeting of a committee.  In the absence or disqualification of a member of a
committee and of the alternate members of such committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
such member or members constitutes a quorum, may unanimously appoint another
member of the board of directors to act at the meeting in place of any such
absent or disqualified member.


                                   Article IV

                                     Notices

         Section 1.  Except as may be otherwise provided for in these by-laws,
whenever under the provisions of the statutes or of the certificate of
incorporation or of these by-laws, notice is required to be given to any
director or stockholder, it shall not be construed to mean personal notice, but
such notice may be given in writing, by mail, addressed to such director or
stockholder at such address as appears on the books of the corporation, and
such notice shall be deemed to be given at the time when the same shall be
mailed.  Notice to directors may also be given by telegram or telex.

         Section 2.  Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation, or of these
by-laws, a waiver thereof in writing signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be
deemed equivalent thereto.

                                    Article V

                                    Officers

         Section 1.  The officers of the corporation shall be elected by the
board of directors and shall be a chairman of the board, a president, one or
more vice presidents, a secretary, a treasurer and a general counsel.  The
board of directors may also elect a senior vice president, an executive vice
president, a controller and one or more assistant vice presidents, assistant
secretaries, assistant treasurers and assistant general counsels.  Two or more
offices may be held by the same person, except as where the offices of
president and secretary are held by the same person, such person shall not hold
any other office.

         Section 2.  The board of directors at its first meeting after each
annual meeting of stockholders shall elect a chairman of the board from among
the directors, and shall elect a president, one or more vice presidents, a
secretary and a treasurer, none of whom need be a member of the board.

         Section 3.  The board of directors may elect such other officers as it
shall deem necessary, who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time
to time by the board.

         Section 4.  The board of directors shall fix the salaries of all
officers of the corporation, except that the salaries of the assistant vice
presidents, assistant secretaries, and assistant treasurers may be fixed by the
chairman of the board or the president of the corporation.

         Section 5.  The officers of the corporation shall hold office until
their successors are chosen and qualify.  Any officer elected or appointed by
the board of directors may be removed at any time by the affirmative vote of a
majority of the whole board of directors.  Any vacancy occurring in any office
of the corporation by death, resignation, removal or otherwise shall be filled
by the board of directors.


                            The Chairman Of The Board


         Section 6.  The chairman of the board shall be the chief executive
officer of the corporation and, subject to the board of directors and the
executive committee, shall be in general charge of the affairs of the
corporation.  He shall preside at all meetings of the stockholders and the
board of directors and shall see that all orders and resolutions of the board
of directors are carried into effect.  He shall possess such powers and perform
such duties as usually appertain to the chief executive officer in business
corporations.

                                  The President

         Section 7.  The president, subject to the direction of the chairman of
the board, shall be the chief operating officer and shall have general charge
of all operations of the corporation and of such related staff functions as the
chairman of the board shall designate from time to time.  In the absence of the
chairman of the board, he shall preside at all meetings of the stockholders and
the board of directors.

                          The Executive Vice President

         Section 8.  The executive vice president shall exercise such
supervision over the business and affairs of the corporation as shall be
prescribed from time to time by the board of directors or by the president.  In
the absence or disability of the president, and unless otherwise determined by
the board of directors, the executive vice president shall perform the duties
and exercise the powers of the president.

                               The Vice Presidents

         Section 9.  The vice presidents shall perform such duties and have
such powers as the board of directors may from time to time prescribe.

                     The Secretary And Assistant Secretaries

         Section 10.  The secretary shall attend all meetings of the board of
directors, the executive committee, and all meetings of the stockholders, and
shall record all of the proceedings of said meetings in books to be kept for
that purpose, and shall perform like duties for the standing committees when
required.  The secretary shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the board of directors,
and shall perform such other duties as may be prescribed by the board of
directors or the chairman of the board, under whose supervision the secretary
shall be.  The secretary may sign with the president or a vice president, in
the name of the corporation, all contracts and instruments of conveyance
authorized by the board of directors, and the secretary shall keep in safe
custody the seal of the corporation and, when authorized by the board of
directors, affix the same to any instrument requiring it and, when so affixed,
it shall be attested by the signature of the secretary or an assistant
secretary, and the secretary shall in general perform all the duties incident
to the office of secretary.  The secretary shall have charge of the stock
certificate books, transfer books and stock ledgers; provided, however, that
the secretary may employ corporate transfer agents and registrars whom the
secretary reasonably believes to be financially responsible and competent in
the performance of their duties to maintain such stock certificate books,
transfer books and stock ledgers and such other books and paper as may be
appropriate and all of such records may be kept either in the form of writings,
punch cards, magnetic tape, photographs, micro-photographs or any other
information storage device as appropriate, so long as the form of such records
is designed to allow reasonably prompt and appropriate access thereto and
retrieval of information in clearly legible form therefrom.

         Section 11.  An assistant secretary shall, in the absence or
disability of the secretary, perform the duties and exercise the powers of the
secretary.  The assistant secretaries shall perform such other duties and have
such other powers as the board of directors may from time to time prescribe.

                     The Treasurer And Assistant Treasurers

         Section 12.  The treasurer shall have the custody of the corporate
funds and securities 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 and to the credit of the
corporation in such depositories as may be designated by the board of
directors.  The board of directors, in its discretion, may delegate its
responsibilities regarding the designation of depositories contained in this
section to any officer or officers of the corporation.  The treasurer shall in
general perform all the duties incident to the office of the treasurer.

         Section 13.  He shall be responsible for the disbursement of the funds
of the corporation and shall take proper vouchers for such disbursements, and
upon the request of the president or the board of directors, shall render an
account of all his transactions as treasurer and of the financial condition of
the corporation.

         Section 14.  If required by the board of directors, he shall give the
corporation a bond, which shall be renewed regularly, in such sum and with such
surety or sureties as shall be satisfactory to the board of directors for the
faithful performance of the duties of his office and for the restoration to the
corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.

         Section 15.  The assistant treasurers, unless otherwise determined by
the board of directors, shall, in the absence or disability of the treasurer,
perform the duties and exercise the powers of the treasurer.  They shall
perform such other duties and have such other powers as the board of directors
may from time to time prescribe.


                                 The Controller

         Section 16.  The controller shall maintain adequate records of all
assets, liabilities, and other financial transactions of the corporation and,
in general, shall perform all the duties ordinarily connected with the office
of controller and such other duties as, from time to time, may be assigned to
him by the board of directors or the president.


               The General Counsel And Assistant General Counsels


         Section 17.  The general counsel shall be in charge of the law
department and patent functions, shall supervise all legal matters affecting
the corporation and render all necessary advice in connection therewith and
shall give such legal advice as may be appropriate to the directors, officers
and employees of the corporation.  He may retain such law firms and other legal
counsel who are not employees of the corporation as he considers desirable for
the purpose of effectively carrying out his duties as general counsel.

         Section 18.  The assistant general counsels shall perform such duties
and have such powers as the board of directors may from time to time
prescribe.

                                   Article VI

                    Indemnification Of Directors And Officers

         Section 1.  The corporation may indemnify to the fullest extent that
is lawful, any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (including an action by or in
the right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines, taxes,
penalties and amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit or proceeding.

         Section 2.  The corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not he would be entitled to indemnity against the same liability
under the provisions of this article.


         Section 3.  The corporation may enter into an indemnity agreement with
any director, officer, employee or agent of the corporation, upon terms and
conditions that the board of directors deems appropriate, as long as the
provisions of the agreement are not inconsistent with this article.


                                   Article VII

                              Certificates Of Stock

         Section 1.  Every holder of stock in the corporation shall be entitled
to have a certificate, signed by, or in the name of the corporation by the
chairman of the board, the president or a vice president and the treasurer or
an assistant treasurer, or the secretary or an assistant secretary of the
corporation, certifying the number of shares owned by him in the corporation.
If the corporation shall be authorized to issue more than one class of stock or
more than one series of any class, designations, preferences and relative,
participating, optional and other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions or such
preferences and rights shall be set forth in full or summarized on the face or
back of the certificate which the corporation shall issue to represent such
class or series of stock; provided, however, that, to the full extent allowed
by law, in lieu of the foregoing requirements, there may be set forth on the
face or back of the certificate which the corporation shall issue to represent
such class or series of stock, a statement that the corporation will furnish
without charge to each stockholder who so requests the designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and rights.

         Section 2.  If such certificate is countersigned (1) by a transfer
agent, or (2) by a registrar, any other signature on the certificate may be a
facsimile.  In case any officer, transfer agent, or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent, or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent, or registrar at the date of issue.


                                Lost Certificates

         Section 3.  The board of directors may authorize the transfer agents
and registrars of the corporation to issue and register, respectively, new
certificates in place of any certificates alleged to have been lost, stolen or
destroyed, and in its discretion and as a condition precedent to the issuance
thereof, may prescribe such terms and conditions as it deems expedient, and may
require such indemnities as it deems necessary to protect the corporation and
said transfer agents and registrars.
                                      
                               Transfers Of Stock

         Section 4.  Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.


                               Fixing Record Date

         Section 5.  In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of
any other lawful action, the board of directors may fix, in advance, a record
date, which shall not be more than sixty nor less than ten days before the date
of such meeting, nor more than sixty days prior to any other action.  A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the board of directors may fix a new record date for
the adjourned meeting.


                             Registered Stockholders

         Section 6.  The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the party of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.


                                  Article VIII

                               General Provisions

                                    Dividends

         Section 1.  Dividends upon the capital stock of the corporation,
subject to the provisions of the certificate of incorporation,if any, may be
declared by the board of directors at any regular or special meeting, pursuant
to law.  Dividends may be paid in cash, in property, or in shares of the
capital stock, subject to the provisions of the certificate of incorporation.

         Section 2.  Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

         Section 3.  The board of directors shall present at each annual
meeting and when called for by vote of the stockholders at any special meeting
of the stockholders, a full and clear statement of the business and condition
of the corporation.


                                     Checks

         Section 4.  All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.  The board
of directors, in its discretion, may delegate its responsibilities contained in
this section to any officer or officers of the corporation.


                                   Fiscal Year

         Section 5.  The fiscal year of the corporation shall begin on the
first day of January, and terminate on the thirty-first day of December, in
each year.


                                      Seal

         Section 6.  The corporate seal shall have inscribed thereon the name
of the corporation, the year of its organization and the words "Incorporated
Delaware".  The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                                   Article IX

                 Tennessee Authorized Corporation Protection Act

         Section 1.  This corporation shall be subject to Section 24(a) of
Chapter 30 of the Tennessee Business Corporation Act.

                                    Article X

                                   Amendments

         Section 1.  The holders of shares of capital stock of the corporation
entitled at the time to vote for the election of directors shall have the power
to adopt, alter, amend, or repeal the by-laws of the corporation by vote of
such percentage of such shares as is required by the Certificate of
Incorporation, or if no percentage is specified by the Certificate of
Incorporation, by vote of not less than 66-2/3% of such shares.  The board of
directors shall also have the power to adopt, alter, amend or repeal the
by-laws of the corporation by vote of such percentage of the entire board as is
required by the Certificate of Incorporation, or if no percentage is specified
by the Certificate of Incorporation, by vote of not less than a majority of the
entire board.