EXHIBIT 3.32



                                                           Adopted July 20, 2001












                                     BY-LAWS

                                       OF

                           TESORO NORTH WOODS COMPANY






                                     BY-LAWS
                                       OF
                           TESORO NORTH WOODS COMPANY


                                    ARTICLE I

                            Meetings of Stockholders

         Section 1.1 Annual Meetings. The Annual meeting of the stockholders for
the election of directors and for the transaction of such other business as
properly may come before such meeting shall be held on such date and at such
time and place within or without the state of Delaware as may be designated by
the Board of Directors.

         Section 1.2 Special Meetings. Special meetings of the stockholders for
any proper purpose or purposes may be called at any time by the Board of
Directors, the Chairman of the Board of Directors, the President or any vice
president, to be held on such date and at such time and place within or without
the state of Delaware as the Board of Directors, the Chairman of the Board of
Directors, the President or a vice president, whichever has called the meeting,
shall direct. A special meeting of the stockholders shall be called by the
Chairman of the Board of Directors, the President or any vice president whenever
stockholders holding shares representing a majority of the votes of the shares
of the Corporation then issued and outstanding and entitled to vote on matters
to be submitted to stockholders of the Corporation shall make application
therefor in writing. Any such written request shall state a proper purpose or
purposes of the meeting and shall be delivered to the Chairman of the Board of
Directors, the President or any vice president.

         Section 1.3 Notice of Meeting. Written notice, signed by the Chairman
of the Board of Directors, the President, any vice president, the Secretary or
an assistant secretary, of every meeting of stockholders (other than an
adjourned meeting unless otherwise required by statute) stating the purpose or
purposes for which the meeting is called, and the date and time when, and the
place where, it is to be held shall be either delivered personally or mailed to
each stockholder entitled to vote at such meeting not less than ten nor more
than sixty days before the meeting, except as otherwise provided by statute. If
mailed, such notice shall be directed to a stockholder at his address as it
shall appear on the stock books of the Corporation, unless he shall have filed
with the Secretary a written request that notices intended for him be mailed to
some other address, in which case it shall be mailed to the address designated
in such request, and shall be given when deposited in the United States mail,
postage prepaid.

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         Section 1.4 Quorum. The presence at any meeting, in person or by proxy,
of the holders of record of shares representing a majority of the votes of the
shares then issued and outstanding and entitled to vote shall be necessary and
sufficient to constitute a quorum for the transaction of business, except where
otherwise provided by statute.

         Section 1.5 Adjournments. In the absence of a quorum, a majority of the
votes of the stockholders entitled to vote, present in person or by proxy, or,
if no stockholder entitled to vote is present in person or by proxy, any officer
entitled to preside at or act as secretary of such meeting may adjourn the
meeting from time to time until a quorum shall be present.

         Section 1.6 Voting. Directors shall be chosen by a plurality of the
votes cast at the election, and except where otherwise provided by statute, or
the Certificate of Incorporation, all other questions shall be determined by a
majority of the votes cast on such question.

         Section 1.7 Proxies. Any stockholders entitled to vote may vote by
proxy, provided that the instrument authorizing such proxy to act shall have
been executed in writing (which shall include telegraphing or cabling) by the
stockholder himself or by his duly authorized attorney.

         Section 1.8 Judges of Election. The Board of Directors may appoint
judges of election to serve at any election of directors and at balloting on any
other matter that may properly come before a meeting of stockholders. If no such
appointment shall be made, or if any of the judges so appointed shall fail to
attend, or refuse or be unable to serve, then such appointment may be made by
the presiding officers at the meeting.

                                   ARTICLE II

                               Board of Directors

         Section 2.1 Number. The number of directors which shall constitute the
whole Board of Directors shall be fixed from time to time by resolution of the
Board of Directors but shall not be less than two.

         Section 2.2 Election and Term of Office. Directors shall be elected at
the annual meeting of the stockholders. Each director (whether elected at an
annual meeting or to fill a vacancy or otherwise) shall continue in office until
his successor shall have been elected or until his earlier death, resignation,
removal or other incapacity in the manner hereinafter provided.

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         Section 2.3 Vacancies and Additional Directorships. If any vacancy
shall occur among the directors by reason of death, resignation, removal or
other incapacity or as the result of an increase in the number of directorships,
the directors then in office shall continue to act and may fill any such vacancy
by a vote of the directors then in office, though less than a quorum.

         Section 2.4 Meetings. A meeting of the Board of Directors shall be held
for organization, for the election of officers and for the transaction of such
other business as may properly come before the meeting, within thirty days after
each annual election of directors.

         The Board of Directors by resolution may provide for the holding of
regular meetings and may fix the times and places at which such meetings shall
be held. Notice of regular meetings shall not be required to be given, provided
that whenever the time or place of regular meetings shall be fixed or changed,
notice of such action shall be mailed promptly to each director who shall not
have been present at the meeting at which such action was taken, addressed to
him at his residence or usual place of business.

         Special meetings of the Board of Directors may be called by the
Chairman of the Board of Directors, the President, any vice president or any two
directors. Except as otherwise required by statute, notice of such special
meeting shall be mailed to each director, addressed to him at his residence or
usual place of business, or shall be sent to him at such place by telegram,
radio or cable, or telephone or delivered to him personally, not later than two
days before the day on which the meeting is to be held. Such notice shall state
the time and place of such meeting, but unless otherwise required by statute,
the Certificate of Incorporation of the Corporation or these By-laws need not
state the purposes thereof.

         Notice of any meeting need not be given to any director who shall
attend such meeting in person or who shall waive notice thereof, before or after
such meeting, in writing or by telegram, radio or cable.

         Section 2.5 Quorum. One-third of the total number of members of the
Board of Directors as constituted from time to time, but not less than two,
shall be necessary and sufficient to constitute a quorum for the transaction of
business. In the absence of a quorum, a majority of those present at the time
and place of any meeting may adjourn the meeting from time to time until a
quorum shall be present and the meeting may be held as adjourned without further
notice or waiver. A majority of those present at any meeting at which a quorum
is present may decide any question brought before such meeting, except as
otherwise provided by law, the Certificate of Incorporation or these By-laws.


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         Section 2.6 Resignation of Directors. Any director may resign at any
time by giving written notice of such resignation to the Board of Directors, the
Chairman of the Board of Directors, the President, any vice president or the
Secretary. Any such resignation shall take effect at the time specified therein
or, if no time be specified, upon receipt thereof by the Board of Directors or
one of the above-named officers; and, unless specified therein, the acceptance
of such resignation shall not be necessary to make it effective.

         Section 2.7 Removal of Directors. At any special meeting of the
stockholders, duly called for the purpose of removing a director or directors as
provided in these By-laws, any director or directors may, by the affirmative
vote of the holders of shares representing a majority of the votes of all the
shares of stock outstanding and entitled to vote for the election of directors,
be removed from office, either with or without cause. At such meeting a
successor or successors may be elected by a plurality of the votes cast, or if
any such vacancy is not so filled, it may be filled by the directors as provided
in Section 2.3.

         Section 2.8 Compensation of Directors. Directors may receive such
reasonable compensation for their services as such, whether in the form of
salary or a fixed fee for attendance at meetings, with expenses, if any, as the
Board of Directors may from time to time determine. Nothing herein contained
shall be construed to preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor.

         Section 2.9 Indemnification. The Corporation shall indemnify to the
full extent authorized or permitted by the laws of the state of Delaware any
person who is made, or threatened to be made, a party to an action, suit or
proceeding (whether civil, criminal, administrative or investigative) by reason
of the fact that he, his testator or intestate is or was a director, officer or
employee of the Corporation or serves or served any other enterprise at the
request of the Corporation.


                                   ARTICLE III

                             Committees of the Board

         Section 3.1 Designation, Power, Alternate Members and Term of Office.
The Board of Directors may, by resolution passed by a majority of the whole
Board, designate one or more committees, each committee to consist of one or
more of the directors of the Corporation. Any such committee, to the extent
provided in such resolution, shall have and may exercise all the powers and
authority of the Board of Directors in the management of the business and
affairs of the Corporation, and may authorize the seal
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of the Corporation to be affixed to all papers which may require it; but no such
committee shall have the power or authority in reference to amending the
Certificate of Incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets, recommending to the
stockholders a dissolution of the Corporation or a revocation of a dissolution,
or amending the By-laws of the Corporation or, unless the resolution of the
Board of Directors establishing any such committee shall expressly so provide or
these By-laws shall expressly so provide, declaring a dividend on the
Corporation's capital stock or authorizing the issuance of the Corporation's
capital stock. The Board may designate one or more directors as alternate
members of any committee who, in the order specified by the Board, may replace
any absent or disqualified member at any meeting of the committee. If at a
meeting of any committee one or more of the members thereof should be absent or
disqualified, and if either Board of Directors has not so designated any
alternate member or members, or the number of absent or disqualified members
exceeds the number of alternate members who are present at such meeting, then
the member or members of such committee (including alternates) present at any
meeting and not disqualified from voting, whether nor not he or they constitute
a quorum, may unanimously appoint another director to act at the meeting in the
place of any such absent or disqualified member. The term of office of the
members of each committee shall be as fixed from time to time by the Board,
subject to these By-laws; provided, however, that any committee member who
ceases to be a member of the Board shall ipso facto cease to be a committee
member. Each committee shall appoint a secretary, who may be the Secretary of
the Corporation or an assistant secretary thereof.

         Section 3.2 Meetings, Notices and Records. Each committee may provide
for the holding of regular meetings, with or without notice, and may fix the
time and place at which such meetings shall be held. Special meetings of each
committee shall be held upon call by or at the direction of its chairman or, if
there be no chairman, by or at the direction of any two of its members, at the
time and place specified in the respective notices or waivers of notice thereof.
Notice of each special meeting of a committee shall be mailed to each member of
such committee, addressed to him at his residence or usual place of business, at
least two days before the day on which the meeting is to be held, or shall be
sent by telegram, radio or cable addressed to him at such place, or telephoned
or delivered to him personally, not later than the day before the day on which
the meeting is held. Notice of any meeting of a committee need not be given to
any member thereof who shall attend the meeting in person or who shall waive
notice thereof, before or after such meeting, in writing or by telegram, radio
or cable. Notice of any adjourned meeting need not be given. Each committee
shall keep a record of its proceedings.


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         Section 3.3 Quorum and Manner of Acting. At each meeting of any
committee the presence of one-third but not less than two of its members then in
office shall be necessary and sufficient to constitute a quorum for the
transaction of business, and the act of a majority of the members present at any
meeting at which the quorum is present shall be the act of such committee; in
the absence of a quorum, a majority of the members present at the time and place
of any meeting may adjourn the meeting from time to time until a quorum shall be
present. Subject to the foregoing and other provisions of these By-laws and
except as otherwise determined by the Board of Directors, each committee may
make rules for the conduct of its business. Any determination made in writing
and signed by all members of such committee shall be as effective as if made by
such committee at a meeting.

         Section 3.4 Resignations. Any member of a committee may resign at any
time by giving written notice of such resignation to the Board of Directors, the
Chairman of the Board of Directors, the President, any vice president or the
Secretary. Any such resignation shall take effect a the time specified therein
or, if no time be specified, upon receipt thereof by the Board of Directors or
one of the above-named officers; and, unless specified therein, the acceptance
of such resignation shall not be necessary to make it effective.

         Section 3.5 Removal. Any member of any committee may be removed at any
time by the Board of Directors with or without cause.

         Section 3.6 Vacancies. If any vacancy shall occur in any committee by
reason of death, resignation, disqualification, removal or otherwise, the
remaining members of such committee, though less than a quorum, shall continue
to act until such vacancy is filled by a resolution passed by a majority of the
whole Board of Directors.

         Section 3.7 Compensation. Committee members shall receive such
reasonable compensation for their services as such, whether in the form of
salary or a fixed fee for attendance at meetings, with expenses, if any, as the
Board of Directors may from time to time determine. Nothing herein contained
shall be construed to preclude any committee member from serving the Corporation
in any other capacity and receiving compensation therefor.

                                   ARTICLE IV

                                    Officers

         Section 4.1 Officers. The officers of the Corporation shall be a
Chairman of the Board of Directors, a President, one or more

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Vice Presidents (which may include Group Vice Presidents, Senior Vice Presidents
and other categories of Vice Presidents), a Secretary, a Treasurer, and such
other officers as may be appointed in accordance with the provisions of Section
4.3.

         Section 4.2 Election, Term of Office and Qualifications. Each officer
(except such officers as may be appointed in accordance with the provisions of
Section 4.3) shall be elected by the Board of Directors. Each such officer
(whether elected at the first meeting of the Board of Directors after the annual
meeting of stockholders or to fill a vacancy or otherwise) shall hold his office
until the first meeting of the Board of Directors after the next annual meeting
of


stockholders and until his successor shall have been elected, or until his
death, or until he shall have resigned in the manner provided in Section 4.4 or
shall have been removed in the manner provided in Section 4.5. The Chairman of
the Board of Directors must be a member of the Board of Directors.

         Section 4.3 Subordinate Officers and Agents. The Board of Directors
from time to time may appoint other officers or agents (including one or more
assistant vice presidents, one or more assistant secretaries and one or more
assistant treasurers), to hold office for such period, have such authority and
perform such duties as are provided in these By-laws or as may be provided in
the resolutions appointing them. The Board of Directors may delegate to any
officer or agent the power to appoint any such subordinate officers or agents
and to prescribe their respective terms of office, authorities and duties.

         Section 4.4 Resignations. Any officer may resign at any time by giving
written notice of such resignation to the Board of Directors, the Chairman of
the Board of Directors, the President, any vice president or the Secretary. Any
such resignation shall take effect at the time specified therein or, if no time
be specified, upon receipt thereof by the Board of Directors or one of the
above-named officers; and unless specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

         Section 4.5 Removal. Any officer specifically designated in Section 4.1
may be removed at any time, either with or without cause, at any meeting of the
Board of Directors by the vote of a majority of all the directors then in
office. Any officer or agent appointed in accordance with the provisions of
Section 4.3 may be removed, either with or without cause, by the Board of
Directors at any meeting, by the vote of a majority of the directors present at
such meeting, or by any superior officer or agent upon whom such power of
removal shall have been conferred by the Board of Directors.

         Section 4.6 Vacancies. A vacancy in any office by reason of death,
resignation, removal, disqualification or any other cause shall be filled for
the unexpired portion of the term in the manner

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prescribed by these By-laws for regular election or appointment to such office.

         Section 4.7 The Chairman of the Board of Directors. The Chairman of the
Board of Directors shall be the chief executive officer of the Corporation.
Subject to the direction of the Board of Directors, he shall have general charge
of the business affairs and property of the Corporation. He shall see that all
orders and resolutions of the Board of Directors are carried into effect. If
present, he shall preside at all meetings or stockholders. He may sign, with any
other officer thereunto duly authorized, certificates of stock of the
Corporation the issuance of which shall have been duly authorized (the signature
to which may be a facsimile signature), and may sign and execute in the name of
the Corporation, deeds, mortgages, bonds, contracts, agreements or other
instruments duly authorized by the Board of Directors except in cases where the
signing and execution thereof shall be expressly delegated by the Board of
Directors or by statute to some other officer or agent. From time to time he
shall report to the Board of Directors all matters within is knowledge which the
interests of the Corporation may require to be brought to their attention. He
shall perform such other duties as are given to him by these By-laws or as from
time to time may be assigned to him by the Board of Directors.

         Section 4.8 The President. The President shall be the chief operating
officer of the Corporation. Subject to the direction of the Chairman of the
Board of Directors, he shall have general supervision over the officers and
agents of the Corporation. At the request of the Board of Directors or the
Chairman of the Board of Directors, the President shall perform all the duties
of the Chairman of the Board of Directors and, when so acting, shall have all
the powers of and be subject to all restrictions upon the Chairman of the Board
of Directors (except that the President need not be a member of the Board of
Directors). He may sign, with any other officer thereunto duly authorized,
certificates of stock of the Corporation the issuance of which shall have been
duly authorized (the signature to which may be a facsimile signature), and may
sign and execute in the name of the Corporation, deeds, mortgages, bonds,
contracts, agreements or other instruments duly authorized by the Board of
Directors, except in cases where the signing and execution thereof shall be
expressly delegated by the Board of Directors or by statute to some other
officer or agent. He shall also perform such other duties as are given to him by
these By-laws or as from time to time may be assigned to him by the Board of
Directors or the Chairman of the Board of Directors.

         Section 4.9 The Vice Presidents. In the absence or disability of the
President, any vice president designated by the President (or in the absence of
such designation, the Vice President designated by the Board of Directors or the
Chairman of the Board of Directors) shall perform all the duties of the
President and, when so acting, shall have all the powers of and be

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subject to all restrictions upon the President. Any vice president may also
sign, with any other officer thereunto duly authorized, certificates of stock of
the Corporation the issuance of which shall have been duly authorized (the
signature to which may be a facsimile signature), and may sign and execute in
the name of the Corporation, deeds, mortgages, bonds and other instruments duly
authorized by the Board of Directors, except in cases where the signing and
execution thereof shall be expressly delegated by the Board of Directors or by
statute to some other officer or agent. Each vice president shall perform such
other duties as are given to him by these By-laws or as from time to time may be
assigned to him by the Board of Directors, the Chairman of the Board of
Directors, or the President.

         Section 4.10 The Secretary. The Secretary shall

(a)      Record all the proceedings of the meetings of the stockholders, the
         Board of Directors and any committees in a book or books to be kept for
         that purpose;

(b)      Cause all notices to be duly given in accordance with the provisions of
         these By-laws and as required by statute;

(c)      Whenever any committee shall be appointed in pursuance of a resolution
         of the Board of Directors, furnish the chairman of such committee with
         a copy of such resolution;

(d)      Be custodian of the records and of the seal of the Corporation, and
         cause such seal to be affixed to all certificates representing stock of
         the Corporation prior to the issuance thereof and to all instruments
         the execution of which on behalf of the Corporation under its seal
         shall have been duly authorized;



(e)      See that the lists, books, reports, statements, certificates and other
         documents and records required by statute are properly kept and filed;

(f)      Have charge of the stock and transfer books of the Corporation, and
         exhibit such stock book at all reasonable times to such persons as are
         entitled by statute to have access thereto;

(g)      Sign (unless the Treasurer or an assistant secretary or an assistant
         treasurer shall sign) certificates representing stock of the
         Corporation the issuance of which shall have been duly authorized (the
         signature to which may be a facsimile signature); and

(h)      In general, perform all duties incident to the office of Secretary and
         such other duties as are given to him by these By-laws or as from time
         to time may be assigned to him by the


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Board of Directors, the Chairman of the Board of Directors, or the President

         Section 4.11 Assistant Secretaries. At the request of the Secretary or
in his absence or disability, the Assistant Secretary designated by him (or in
the absence of such designation, the Assistant Secretary designated by the Board
of Directors, the Chairman of the Board of Directors or the President) shall
perform all the duties of the Secretary and, when so acting, shall have all the
powers of and be subject to all restrictions upon the Secretary. The assistant
secretaries shall perform such other duties as from time to time may be assigned
to them by the Board of Directors, the Chairman of the Board of Directors, the
President or the Secretary.

         Section 4.12 The Treasurer. The Treasurer shall

(a)      Have charge of and supervision over and be responsible for the funds,
         securities, receipts and disbursements of the Corporation;

(b)      Cause the moneys and other valuable effects of the Corporation to be
         deposited in the name and to the credit of the Corporation in such
         banks or trust companies or with such bankers or other depositaries as
         shall be selected in accordance with Section 5.3 of these By-laws or to
         be otherwise dealt with in such manner as the Board of Directors may
         direct;

(c)      Cause the funds of the Corporation to be disbursed by checks or drafts
         upon the authorized depositaries of the Corporation, and cause to be
         taken and preserved proper vouchers for all moneys disbursed;

(d)      Render to the Board of Directors, the Chairman of the Board of
         Directors, or the President, whenever requested, a statement of the
         financial condition of the Corporation and all of his transactions as
         Treasurer;

(e)      Cause to be kept at the Corporation's principal office correct books of
         account of all its business and transactions and such duplicate books
         of account as he shall determine and upon application cause such books
         or duplicates thereof to be exhibited to any director;

(f)      Be empowered, from time to time, to require from the officers or agents
         of the Corporation reports or statements giving such information as he
         may desire with respect to any and all financial transactions of the
         Corporation;

(g)      Sign (unless the Secretary or any assistant secretary or an assistant
         treasurer shall sign) certificates representing stock of the
         Corporation the issuance of which shall have

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been duly authorized (the signature to which may be a facsimile signature); and

(h)      In general, perform all duties incident to the office of Treasurer and
         such other duties as are given to him by these By-laws or as from time
         to time may be assigned to him by the Board of Directors, the Chairman
         of the Board of Directors, or the President.

         Section 4.13 Assistant Treasurers. At the request of the Treasurer or
in his absence or disability, the Assistant Treasurer designated by him (or in
the absence of such designation, the Assistant Treasurer designated by the Board
of Directors, the Chairman of the Board of Directors, or the President) shall
perform all the duties of the Treasurer and, when so acting, shall have all the
powers of and be subject to all restrictions upon the Treasurer. The Assistant
Treasurers shall perform such other duties as from time to time may be assigned
to them by the Board of Directors, the Chairman of the Board of Directors, the
President or the Treasurer.

         Section 4.14 Salaries. The salaries of the officers of the Corporation
shall be fixed from time to time by the Board of Directors, except that the
Board of Directors may delegate to any person the power to fix the salaries or
other compensation of any officers or agents appointed in accordance with the
provisions of Section 4.3. No officer shall be prevented from receiving such
salary by reason of the fact that he is also a director of the Corporation.

         Section 4.15 Surety Bonds. If the Board of Directors shall so require,
any officer or agent of the Corporation shall execute to the Corporation a bond
in such sum and with such surety or sureties as the Board of Directors may
direct, conditioned upon the faithful discharge of his duties, including
responsibilities for negligence and for the accounting for all property, funds
or securities of the Corporation which may come into his hands.

                                    ARTICLE V

             Execution of Instruments and Deposit of Corporate Funds

         Section 5.1 Execution of Instruments Generally. The Chairman of the
Board of Directors, the President, any vice President, the Secretary or the
Treasurer, subject to the approval of the Board of Directors, may enter into any
contract or execute and deliver any instrument in the name and on behalf of the
Corporation. The Board of Directors may authorize any officer or officers, or
agent or agents, to enter into any contract or execute and deliver any


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instrument in the name and on behalf of the Corporation, and such authorization
may be general or confined to specific instances.

         Section 5.2 Borrowing. No loans or advances shall be obtained or
contracted for, by or on behalf of the Corporation and no negotiable paper shall
be issued in its name, unless and except as authorized by the Board of
Directors. Such authorization may be general or confined to specific instances.
Any officer or agent of the Corporation thereunto so authorized may obtain
loans and advances for the Corporation, and for such loans and advances may
make, execute and deliver promissory notes, bonds or other evidences of
indebtedness of the Corporation. Any officer or agent of the Corporation
thereunto so authorized may pledge, hypothecate or transfer as security for the
payment of any and all loans, advances, indebtedness and liabilities of the
Corporation, any and all stocks, bonds, other securities and other personal
property at any time held by the Corporation, and to that end may endorse,
assign and deliver the same and do every act and thing necessary or proper in
connection therewith.

         Section 5.3 Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to its credit in such banks or
trust companies or with such bankers or other depositaries as the Board of
Directors may select, or as may be selected by any officer or officers or agent
or agents authorized so to do by the Board of Directors. Endorsements for
deposit to the credit of the Corporation in any of its duly authorized
depositaries shall be made in such manner as the Board of Directors from time to
time may determine.

         Section 5.4 Checks, Drafts, Etc. All checks, drafts or other orders for
the payment of money, and all notes or other evidences of indebtedness issued in
the name of the Corporation, shall be signed by such officer or officers or
agent or agents of the Corporation, and in such manner, as from time to time
shall be determined by the Board of Directors.

         Section 5.5 Proxies. Proxies to vote with respect to shares of stock of
other corporations owned by or standing in the name of the Corporation may be
executed and delivered from time to time on behalf of the Corporation by the
Chairman of the Board of Directors, the President or a vice president or by any
other person or persons thereunto authorized by the Board of Directors.

                                   ARTICLE VI

                                  Record Dates

         Section 6.1 In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of

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stockholders or any adjournment thereof, 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 be not more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days prior to any
other action. Only those stockholders of record on the date so fixed shall be
entitled to any of the foregoing rights, notwithstanding the transfer of any
such stock on the books of the Corporation after any such record date fixed by
the Board of Directors.

                                   ARTICLE VII

                                 Corporate Seal

         Section 7.1 The corporate seal shall be circular in form and shall bear
the name of the Corporation and words and figures denoting its organization
under the laws of the state of Delaware and the year thereof and otherwise shall
be in such form as shall be approved from time to time by the Board of
Directors.

                                  ARTICLE VIII

                                   Fiscal Year

         Section 8.1 The fiscal year of the Corporation shall begin on the first
day of January in each year and shall end on the 31st day of December in the
same year.

                                   ARTICLE IX

                                   Amendments

         Section 9.1 All By-laws of the Corporation may be amended, altered or
repealed, and new By-laws may be made, by the affirmative vote of the holders of
record of shares representing a majority of the votes of the outstanding shares
of stock of the Corporation entitled to vote cast at any annual or special
meeting, or by the affirmative vote of a majority of the Directors cast at any
regular or special meeting at which a quorum is present.


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