EXHIBIT 3 (ii)

     Bylaws of AZZ incorporated, as amended and restated on August 15, 2000;



          RESOLVED, that Section 3.02(b) of the Bylaws of the Company is hereby
     rescinded in its entirety and a new Section 3.02(b) is hereby adopted which
     shall read as follows:

               3.02(b). Notwithstanding subsection (a) of Section 3.02, one
          director in addition to the nine provided by subsection (a) shall
          serve from August 15, 2000 to the 2001 annual shareholders meeting. At
          the 2001 annual shareholders meeting only those Directors whose term
          of office expires at that meeting shall be elected and qualified,
          after which the Board shall consist of nine (9) directors.





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