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+Proc-Type: 2001,MIC-CLEAR
+Originator-Name: webmaster@www.sec.gov
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+<SEC-DOCUMENT>0000077597-01-500003.txt : 20010125
+<SEC-HEADER>0000077597-01-500003.hdr.sgml : 20010125
+ACCESSION NUMBER:		0000077597-01-500003
+CONFORMED SUBMISSION TYPE:	10-K/A
+PUBLIC DOCUMENT COUNT:		2
+CONFORMED PERIOD OF REPORT:	20001028
+FILED AS OF DATE:		20010124
+
+FILER:
+
+	COMPANY DATA:	
+		COMPANY CONFORMED NAME:			SPARTECH CORP
+		CENTRAL INDEX KEY:			0000077597
+		STANDARD INDUSTRIAL CLASSIFICATION:	MISCELLANEOUS PLASTIC PRODUCTS [3080]
+		IRS NUMBER:				430761773
+		STATE OF INCORPORATION:			DE
+		FISCAL YEAR END:			1031
+
+	FILING VALUES:
+		FORM TYPE:		10-K/A
+		SEC ACT:		
+		SEC FILE NUMBER:	001-05911
+		FILM NUMBER:		1514260
+
+	BUSINESS ADDRESS:	
+		STREET 1:		120 S CENTRAL AVE
+		STREET 2:		STE 1700
+		CITY:			CLAYTON
+		STATE:			M0
+		ZIP:			63105
+		BUSINESS PHONE:		3147214242
+
+	MAIL ADDRESS:	
+		STREET 1:		120 S CENTRAL AVE
+		STREET 2:		STE 1700
+		CITY:			CLAYTON
+		STATE:			MO
+		ZIP:			63105
+
+	FORMER COMPANY:	
+		FORMER CONFORMED NAME:	SPARTAN MANUFACTURING CORP
+		DATE OF NAME CHANGE:	19830621
+
+	FORMER COMPANY:	
+		FORMER CONFORMED NAME:	PERMANEER CORP
+		DATE OF NAME CHANGE:	19781019
+</SEC-HEADER>
+<DOCUMENT>
+<TYPE>10-K/A
+<SEQUENCE>1
+<FILENAME>tenka-2000_2.txt
+<DESCRIPTION>SPARTECH CORPORATION 2000 10-K/A AMENDMENT 1
+<TEXT>
+
+
+                       SECURITIES AND EXCHANGE COMMISSION
+                             Washington, D.C.  20549
+                                   FORM 10-K/A
+                         (AMENDMENT NO. 1 to Form 10-K)
+
+            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
+                         SECURITIES EXCHANGE ACT OF 1934
+
+                   For the fiscal year ended October 28, 2000
+
+
+                          Commission file number 1-5911
+
+                              SPARTECH CORPORATION
+             (Exact name of Registrant as specified in its charter)
+
+          DELAWARE                                        43-0761773
+(State or other jurisdiction of                       (I.R.S. Employer
+incorporation or organization)                      Identification Number)
+
+
+120 S. CENTRAL AVENUE; SUITE 1700, CLAYTON, MISSOURI   63105-1705
+(Address of principal executive offices)               (Zip Code)
+
+Registrant's telephone number, including area code:          (314) 721-4242
+Securities registered pursuant to Section 12(d) of the Act:
+
+  Title of Each Class                 Name of Each Exchange on Which Registered
+Common Stock, $.75 par value                 New York Stock Exchange
+Securities registered pursuant to Section 12(g) of the Act:  None
+
+   Indicate by check mark whether the Registrant (1) has filed all reports
+required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
+1934 during the preceding 12 months, and (2) has been subject to such filing
+requirements for the past 90 days.  YES   /X/     NO/ /
+
+   Indicate by check mark if disclosure of delinquent filers pursuant to Item
+405 of Regulation S-K is not contained herein, and will not be contained, to the
+best of registrant's knowledge, in definitive proxy or information statements
+incorporated by reference in Part III of this Form 10-K or any amendment to this
+Form 10-K.  /X/
+
+   The aggregate market value of the voting stock held by non-affiliates of the
+Registrant was approximately $264,577,544 on December 31, 2000.
+
+There were 26,627,435 total shares of common stock outstanding as of December
+31, 2000.
+
+                       Documents incorporated by reference
+   1)  Portions of the 2000 Annual Report to Shareholders are incorporated by
+reference into Parts I, II and IV.
+   2)  Portions of the Definitive Proxy Statement for the 2001 Annual Meeting of
+   Shareholders are incorporated         by reference into Part III.
+Spartech Corporation hereby amends its Annual Report on Form 10-K for the year
+ended October 28, 2000 to include the Amended and Restated By-Laws as Exhibit
+3.2.
+
+
+   (c)   Exhibits
+
+   The following additional Exhibit required to be filed by Item 601(a) of
+Regulation S-K, inadvertently omitted from the original filing of Form 10-K, is
+being filed:
+
+
+     3.2  Amended and Restated By-Laws
+
+SIGNATURES
+
+    Pursuant  to  the  requirements of Section 13 or  15(d)  of  the  Securities
+Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to  be
+signed on its behalf by the undersigned, thereunto duly authorized.
+
+                                                  SPARTECH CORPORATION
+
+    January 24, 2001                         By: /s/Bradley B. Buechler
+         (Date)                                 Bradley B. Buechler
+                                                Chairman, President and Chief
+                                                Executive Officer
+
+    Pursuant  to the requirements of the Securities Exchange Act of  1934,  this
+Amendment No. 1 has been signed below by the following persons on behalf of  the
+Registrant and in the capacities and on the date indicated.
+
+   DATE                  SIGNATURES                        TITLE
+
+January 24, 2001    /s/Bradley B. Buechler        Chairman, President, Chief
+                    Bradley B. Buechler           Executive Officer, and
+                                                  Director (Principal Executive
+                                                  Officer)
+
+January 24, 2001    /s/Randy C. Martin            Executive Vice President and
+                    Randy C. Martin               Chief Financial Officer
+                                                  (Principal Financial and
+                                                  Accounting Officer)
+
+
+January 18, 2001    /S/ Ralph B. Andy             Director
+                    Ralph B. Andy*
+
+January 18, 2001                                  Director
+                    W. R. Clerihue
+
+January 18, 2001    /S/ Roy Dobson                Director
+                    Roy Dobson*
+
+January 18, 2001    /S/John R. Kennedy            Director
+                    John R. Kennedy*
+
+January 18, 2001    /S/ Calvin J. O'Connor        Director
+                    Calvin J. O'Connor*
+
+January 18, 2001    /S/ Jackson W. Robinson       Director
+                    Jackson W. Robinson*
+
+January 18, 2001    /S/ Richard B. Scherrer       Director
+                    Richard B. Scherrer *
+
+* By  Bradley  B.  Buechler as Attorney-in-Fact pursuant to Powers  of  Attorney
+  executed  by  the Directors listed above, which Powers of Attorney  are  filed
+  herewith.
+
+
+
+                                                  /s/Bradley B. Buechler
+                                                  Bradley B. Buechler
+                                                  As Attorney-in-Fact
+
+</TEXT>
+</DOCUMENT>
+<DOCUMENT>
+<TYPE>EX-3
+<SEQUENCE>2
+<FILENAME>exhibit_3-2.txt
+<DESCRIPTION>EXHIBIT 3.2
+<TEXT>
+
+
+
+
+                              SPARTECH CORPORATION
+
+                                     BY-LAWS
+
+                    Amended and Restated As of June 11, 1998
+                            Amended September 7, 2000
+                            Amended December 6, 2000
+
+           ___________________________________________________________
+
+
+
+
+
+                                    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 at such other places both
+within and without the State of Delaware 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.  All meetings of the stockholders shall be held in St. Louis
+County, Missouri at such place as may be fixed from time to time by the Board of
+Directors, or at such other place either within or without the State of Delaware
+as shall be designated from time to time by the Board of Directors or the
+officer calling the meeting and stated in the notice of the meeting.
+
+    Section 2.  Annual meetings of stockholders shall be held on the second
+Wednesday of March if not a legal holiday, and if a legal holiday, then on the
+next Business Day following, at 10:00 a.m. or at such other date and time as
+shall be designated from time to time by the Board of Directors and stated in
+the notice of the meeting, at which they shall elect by a plurality vote a Board
+of Directors, and transact such other business as may properly be brought before
+the meeting.  "Business Day" means any day on which the banks in New York City
+are not authorized or required to remain closed and on which the New York Stock
+Exchange is not closed.
+
+    Section 3.  The officer who has charge of the stock ledger of the
+corporation shall prepare and make, at least ten days before every meeting of
+stockholders, a complete list of the stockholders entitled to vote at the
+meeting, arranged in alphabetical order and showing the address of each
+stockholder and the number of shares registered in the name of each stockholder.
+Such list shall be open to the examination of any stockholder, for any purpose
+germane to the meeting, during ordinary business hours, for a period of at least
+ten days prior to the meeting, either at a place within the city where the
+meeting is to be held, which place shall be specified in the notice of the
+meeting, or if not so specified, at the place where the meeting is to be held.
+The list shall also be produced and kept at the time and place of the meeting
+during the whole time thereof, and may be inspected by any stockholder who is
+present.
+
+    Section 4.  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 chief executive officer and shall be called
+by the chief executive officer or the secretary at the request in writing of a
+majority of the Board of Directors, or at the request in writing of stockholders
+owning a majority in amount of the entire capital stock of the corporation
+issued and outstanding and entitled to vote.  Such request shall state the
+purpose or purposes of the proposed meeting.
+
+    Section 5.  Written notice of every meeting of the stockholders stating the
+place, date and hour of the meeting and, in the case of a special meeting, the
+purpose or purposes for which the meeting is called, shall be given to each
+stockholder entitled to vote at such meeting not less than ten nor more than
+sixty days before the date of the meeting.
+
+    Section 6.  Business transacted at any special meeting of stockholders shall
+be limited to the purposes stated in the notice.
+
+    Section 7.  The holders of a majority of the stock issued and outstanding
+and entitled to vote thereat, present in person or represented by proxy, 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.  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.  If the adjournment is for more than thirty days, or if after the
+adjournment a new record date is fixed for the adjourned meeting, a notice of
+the adjourned meeting shall be given to each stockholder of record entitled to
+vote at the meeting.
+
+    Section 8.  When a quorum is present 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 provisions of the statutes or of the
+certificate of incorporation, a different vote is required in which case such
+express provision shall govern and control the decision of such question.
+
+    Section 9.  Each stockholder shall at every meeting of the stockholders be
+entitled to one vote in person or by proxy for each share of the capital stock
+having voting power held by such stockholder, but no proxy shall be voted on
+after three years from its date, unless the proxy provides for a longer period.
+
+    Section 10. Whenever the vote of stockholders at a meeting thereof is
+required or permitted to be taken for or in connection with any corporate
+action, by any provision of the statutes, the meeting and vote of stockholders
+may be dispensed with if all of the stockholders who would have been entitled to
+vote upon the action of such meeting were held shall consent in writing to such
+corporate action being taken; or if the certificate of incorporation authorizes
+the action to be taken with the written consent of the holders of less than all
+of the stock who would have been entitled to vote upon the action if a meeting
+were held, then on the written consent of the stockholders having not less than
+such percentage of the total number of votes as may be authorized in the
+certificate of incorporation; provided that in no case shall the written consent
+be by the holders of stock having less than the minimum percentage of the total
+vote required by statute for the proposed corporate action, and provided that
+prompt notice must be given to all stockholders of the taking of corporate
+action without a meeting and by less than unanimous written consent.
+
+
+
+                                   ARTICLE III
+                                    Directors
+
+                      Number, Qualification, Term of Office
+
+    Section 1.  The number of directors shall not be less than four nor more
+than 15, the exact number of directors to be fixed from time to time only by the
+vote of a majority of the entire Board.  No decrease in the number of directors
+shall shorten the term of any incumbent director.
+
+    The directors shall be divided into three classes:  Class A, Class B and
+Class C.  Such classes shall be as nearly equal in number as possible.  At each
+annual election, the directors chosen to succeed those whose terms then expire
+shall be identified as being of the same class as the directors they succeed and
+shall be elected for a term expiring at the third succeeding annual meeting or
+thereafter when their respective successors in each case are elected and have
+qualified.  If the number of directors is changed, any increase or decrease in
+directors shall be apportioned among the classes so as to maintain all classes
+as nearly equal in number as possible and any individual director elected to any
+class shall hold office for a term which shall coincide with the term of such
+class.
+
+    The Board may, by the vote of a majority of the entire Board, prescribe
+qualifications of candidates for the office of director of the Corporation, but
+no director then in office shall be disqualified from office as a result of the
+adoption of such qualifications.
+
+    Notwithstanding the foregoing, whenever the holders of any preferred stock
+issued by the Corporation shall have the right, voting as a class or otherwise,
+to elect directors at the annual meeting of stockholders, the then authorized
+number of directors of the Corporation shall be increased by the number of the
+additional directors so to be elected, and at such meeting the holder of such
+preferred stock shall be entitled, as a class or otherwise, to elect such
+additional directors.  Any directors so elected shall hold office until the next
+annual meeting of stockholders or until their rights to hold such office
+terminate pursuant to the provisions of such preferred stock, whichever is
+earlier.  The provisions of this paragraph shall apply notwithstanding the
+maximum number of directors hereinabove set forth.
+
+                              Removal of Directors
+
+    Section 2.  Directors of the Corporation may be removed solely in accordance
+with the provisions of Article FOURTEENTH of the Certificate of Incorporation.
+
+                                    Vacancies
+
+    Section 3.  If the office of any director becomes vacant at any time by
+reason of death, resignation, retirement, disqualification, removal from office
+or otherwise, or if any new directorship is created by any increase in the
+authorized number of directors, a majority of the directors then in office,
+although less than a quorum, or the sole remaining director, may choose a
+successor or fill the newly created directorship, and the director so chosen
+shall hold office, subject to the provisions of these By-laws, until the
+expiration of the term of the class to which he has been chosen and until his
+successor shall be duly elected and qualified.
+
+                                     Powers
+
+    Section 4.  The 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 5.  The Board of Directors of the corporation may hold meetings,
+both regular and special, either within or without the State of Delaware.
+
+    Section 6.  The first meeting of each newly elected Board of Directors shall
+be held at such time and place as may be fixed by the vote of the stockholders
+at the annual meeting and 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.  In the event of the failure of the stockholders to fix
+the time or place of such first meeting of the newly elected Board of Directors,
+or in the event such meeting is not held at the time and place so fixed by the
+stockholders, the meeting may be held at such time and place as shall be
+specified in a notice given as hereinafter provided for special meetings of the
+Board of Directors, or as shall be specified in a written waiver signed by all
+of the directors.
+
+    Section 7.  Additional regular or special meetings of the Board of Directors
+may be called by the chief executive officer.  A special meeting of the Board of
+Directors shall be called by either the chief executive officer or secretary
+upon the written request of any two directors.
+
+    Section 8.  Notice of any meeting of the Board of Directors shall be given
+to all directors, in the manner provided in Article IV, not less than 72 hours
+prior to such meeting in the case of a physical meeting, or not less than 24
+hours prior to such meeting in the case of a telephonic meeting.  Neither the
+business to be transacted at, nor the purpose of, any regular or special meeting
+of the Board of Directors need be specified in the notice of such meeting."
+
+    Section 9.  Any director may participate in any meeting of the Board, or of
+any committee of which the director is a member, 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
+in such manner shall constitute presence in person at the meeting.
+
+    Section 10. At all meetings of the Board, a majority of the membership of
+the whole Board shall 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, by the certificate of incorporation, or as
+otherwise provided in this Article.  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.
+
+    Section 11.  Any transaction requiring a vote by the Board of Directors must
+not only satisfy the requirements as set forth in this Article, but also must
+satisfy any and all requirements contained in the certificate of incorporation
+of the corporation and all statutory requirements.
+
+                         Board Action Without A Meeting
+
+    Section 12.  Unless otherwise restricted by the certificate of incorporation
+or these By-laws, 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 committees.
+
+                             Committees of Directors
+
+    Section 13.  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 two or more of the directors of the corporation.  The Board may designate one
+or more directors as alternate members of any committee, who may replace any
+absent or disqualified member at any meeting of the committee.  Any such
+committee, to the extent provided in the resolution, shall have and may exercise
+the powers of the Board of Directors in the management of the business and
+affairs of the corporation, and may exercise the powers of the Board of
+Directors in the management of the business and affairs of the corporation, and
+may authorize the seal of the corporation to be affixed to all papers which may
+require it; provided, however, that in the absence or disqualification of any
+member of such committee or committees, the member or members thereof present at
+any meeting and not disqualified from voting, whether or not he or they
+constitute a quorum, may unanimously appoint another member of the Board of
+Directors to act at the meeting in the place of any such absent or disqualified
+member.  Such committee or committees shall have such name or names as may be
+determined from time to time by resolution adopted by the Board of Directors.
+
+    Section 14. Each committee shall keep regular minutes of its meetings and
+report the same to the Board of Directors when required.
+
+                            Compensation of Directors
+
+    Section 15. The directors may be paid their expenses, if any, of attendance
+at each meeting of the Board of Directors and may be paid a fixed sum for
+attendance at each meeting of the Board of Directors or a stated salary as
+director.  No such payment shall preclude any director from serving the
+corporation in any other capacity and receiving compensation therefor.  Members
+of special or standing committees may be allowed like compensation for attending
+committee meetings.
+
+
+
+                                   ARTICLE IV
+                                     Notice
+
+    Section 1.  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 stockholder, it shall not be construed to mean personal notice unless
+expressly stated, but such notice may be given in writing, by mail, addressed to
+such stockholder at his address as it appears on the records of the corporation,
+with postage hereon prepaid, and such notice shall be deemed to be given at the
+time when the same shall be deposited in the United States mail.
+
+    Notices to directors may be given by telephone or facsimile transmission.
+Notice by telephone shall be deemed to be given when the call is either received
+personally by the director or received in the director's personal mailbox in a
+voice mail system at a number furnished by the director for such purpose.
+
+    Notice by facsimile transmission shall be deemed to be given upon
+confirmation by the sending machine of a completed transmission to a number
+furnished by the director for such purpose; provided that if the receiving
+location is at a place other than the director's residence and is either sent on
+a Saturday, Sunday or federal holiday or confirmed after 5:00 p.m. local time at
+the place of receipt it shall be deemed to be given on the next business day.
+
+    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.  The attendance of a person at any meeting shall constitute
+a waiver of notice of such meeting, except where the person attends such meeting
+for the express purpose of objecting to the transaction of any business because
+the meeting is not lawfully called or convened and so objects at the beginning
+of the meeting.
+
+
+
+                                    ARTICLE V
+                                    Officers
+
+    Section 1.  The executive officers of the corporation shall be elected by
+the Board of Directors and shall be a chairman of the board (who shall also be
+a director of the corporation), a president, one or more vice presidents (who
+may be designated as executive or senior vice presidents or given such
+additional designations as the Board may determine), a chief financial officer,
+however titled, a principal accounting officer, however titled, and a
+secretary.  Any number of offices may be held by the same person, unless the
+certificate of incorporation or these By-laws otherwise provide.
+
+    Section 2.  The Board of Directors shall elect the executive officers
+annually, but vacancies may be filled or new offices created and filled at any
+meeting of the Board of Directors.
+
+    Section 3.  The salaries of all executive officers of the corporation shall
+be fixed by the Board of Directors.
+
+    Section 4.  The Board of Directors may appoint or authorize the president
+to appoint other officers and agents with such powers and duties as the Board
+of Directors or the president shall determine.
+
+    Section 5.  The officers of the corporation shall hold office until their
+successors are chosen and qualify or until their death, resignation or removal.
+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 Board of Directors.
+
+    Section 6.  The officers of the corporation shall each have the following
+powers and duties generally pertaining to their respective offices, as well as
+such powers and duties as from time to time may be conferred by the Board of
+Directors:
+
+        a.  CHAIRMAN OF THE BOARD (AND VICE CHAIRMAN OF THE BOARD).  The
+    chairman of the board shall preside at all meetings of the Board of
+    Directors.  In the absence of the chairman of the board or in the event of
+    his inability or refusal to act, the vice chairman of the board (if any)
+    shall exercise the powers and perform the duties of the chairman of the
+    board.
+
+        b.  PRESIDENT AND CHIEF EXECUTIVE OFFICER.  The president shall be the
+    chief executive officer of the corporation.  He shall preside at all
+    meetings of the stockholders; shall have general and active management of
+    the business of the corporation; shall see that all orders and resolutions
+    of the Board of Directors are carried into effect; and in general shall have
+    all powers and authority and perform all duties as are usually vested in the
+    president and chief executive officer of a corporation, as well as such
+    other powers, authority and duties as may be prescribed by the Board of
+    Directors from time to time.  In the absence of the chairman of the board
+    and the vice chairman of the board or in the event of their inability or
+    refusal to act, the president shall exercise the powers and perform the
+    duties of the chairman of the board.  The president may execute bonds,
+    mortgages and other contracts requiring a seal, under the seal of the
+    corporation, except where required or permitted by law or these By-laws to
+    be otherwise signed and executed.
+
+        c.  EXECUTIVE VICE PRESIDENT.  The executive vice presidents shall have
+    such powers, authority and duties as may be prescribed by the Board of
+    Directors or the president from time to time.
+
+        In the absence of the president or his inability or refusal to act, the
+    executive vice president shall exercise the powers and perform the duties of
+    the president.  The executive vice president may execute bonds, mortgages
+    and other contracts requiring a seal, under the seal of the corporation,
+    except where required or permitted by law or these By-laws to be otherwise
+    signed and executed.
+
+        If there is more than one executive vice president, the executive vice
+    presidents shall have such authority in the order determined by the Board of
+    Directors (or if there be no such determination, then in the order of their
+    election or the order in which their names appear in the minutes of the
+    meeting or written consent documenting their election).
+
+        d.  OTHER VICE PRESIDENTS.  The other vice presidents, if any, shall
+    each possess powers and perform such duties, in addition to those prescribed
+    in these By-laws, as the Board of Directors and/or the president may from
+    time to time determine, and each shall have supervision over such department
+    or division of the corporation's business as the chairman of the board or
+    the president may from time to time assign to him.  In the absence of the
+    executive vice presidents or in the event of their inability or refusal to
+    act, the senior vice presidents, and after them the other vice presidents,
+    if any, in the order determined by the Board of Directors (or if there be no
+    such determination, then in the order of their election or the order in
+    which their names appear in the minutes of the meeting or written consent
+    documenting their election) shall exercise the powers and perform the duties
+    of the executive vice presidents.
+
+        e.  SECRETARY AND ASSISTANT SECRETARY.  The secretary shall attend all
+    meetings of the Board of Directors and all meetings of the stockholders and
+    record all the proceedings of the meetings of the corporation and of the
+    Board of Directors in a book to be kept for that purpose and shall perform
+    like duties for the standing committees when required.  He 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, the chief executive officer,
+    the chairman of the board, the vice chairman of the board, or the president,
+    under whose supervision he shall be.  He shall have custody of the corporate
+    seal of the corporation and he, or an assistant secretary, shall have
+    authority to affix the same to any instrument requiring it and when so
+    affixed, it may be attested by his signature or by the signature of such
+    assistant secretary.  The Board of Directors may give general authority to
+    any other officer to affix the seal of the corporation and to attest the
+    affixing of his signature.
+
+        The assistant secretary, or if there be more than one, the assistant
+    secretaries in the order determined by the Board of Directors (or if there
+    be no such determination, then in the order of their election or the order
+    in which their names appear in the minutes of the meeting or written consent
+    documenting their election), shall, in the absence of the secretary or in
+    the event of his inability or refusal to act, perform the duties and
+    exercise the powers of the secretary and shall perform such other duties and
+    have such other powers as the Board of Directors may from time to time
+    prescribe.
+
+        f.  CHIEF FINANCIAL OFFICER AND ASSISTANT TREASURER.  The chief
+    financial officer 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
+    monies 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.
+
+        He shall disburse the funds of the corporation as may be ordered by the
+    Board of Directors, taking proper vouchers for such disbursements, and shall
+    render to the chief executive officer, chairman of the board, vice chairman
+    of the board, and president, and the Board of Directors, at its regular
+    meetings, or when the Board of Directors so requires, an account of all his
+    transactions in his office and of the financial condition of the
+    corporation.
+
+        If required by the Board of Directors, he shall give the corporation a
+    bond 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.
+
+        The assistant treasurer, or if there shall be more than one, the
+    assistant treasurers in the order determined by the Board of Directors (or
+    if there be no such determination, then in the order of their election or
+    the order in which their names appear in the minutes of the meeting or
+    written consent documenting their election), shall, in the absence of the
+    chief financial officer or in the event of his inability or refusal to act,
+    perform the duties and exercise the powers of the chief financial officer
+    and shall perform such other duties and have such other powers as the Board
+    of Directors may from time to time prescribe.
+
+
+
+                                   ARTICLE VI
+                              Certificates of Stock
+
+    Section 1.  Every holder of stock in the corporation shall be entitled to
+have a certificate certifying the number of shares owned by him in the
+corporation, signed by, or in the name of the corporation by, (1) the chairman
+or vice chairman of the Board of Directors, the president or a vice president,
+and (2) the treasurer or vice president-finance, the secretary, an assistant
+treasurer or an assistant secretary.
+
+    If the corporation shall be authorized to issue more than one class of stock
+or more than one series of any class, 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/or 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 that, except as otherwise provided in Section
+202 of the General Corporation Law of Delaware, in lieu of the foregoing
+requirements, there may be set forth on the face or back of the certificates
+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/or
+rights.
+
+    Section 2.  Where a certificate is countersigned (1) by a transfer agent
+other than the corporation or its employee, or (2) by a registrar other than the
+corporation or its employee, the signatures of the officers of the corporation
+may be facsimiles.  In case any officer who has signed or whose facsimile
+signature has been placed upon a certificate shall have ceased to be such
+officer before such certificate is issued, it may be issued by the corporation
+with the same effect as if he were such officer at the date of issue.
+
+                                Lost Certificates
+
+    Section 3.  The Board of Directors may direct a new certificate or
+certificates to be issued in place of any certificate or certificates
+theretofore issued by the corporation alleged to have been lost, stolen or
+destroyed, upon the making of an affidavit of that fact by the person claiming
+the certificate of stock to be lost, stolen or destroyed.  When authorizing such
+issue of a new certificate or certificates, the Board of Directors may, in its
+discretion and as a condition precedent to the issuance thereof, require the
+owner of such lost, stolen or destroyed certificate or certificates, or his
+legal representatives, to advertise the same in such manner as it shall require
+and/or to give the corporation a bond in such sum as it may direct as indemnity
+against any claim that may be made against the corporation with respect to the
+certificate alleged to have been lost, stolen or destroyed.
+
+                               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 book.
+
+                               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 any
+distribution or allotment of any rights, or entitled to exercise any rights in
+respect of any change, conversion or exchange of stock of 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 interest in such share
+or shares on the part 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 VII
+                               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 conductive to the interest of the
+corporation, and the directors may modify or abolish any such reserve in the
+manner in which it was created.
+
+                                Annual Statement
+
+    Section 3.  The Board of Directors shall present at each annual meeting, and
+at any special meeting of the stockholders when called for by vote 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.
+
+                                   Fiscal Year
+
+    Section 5.  The fiscal year of the corporation shall be fixed by resolution
+of the Board of Directors.
+
+                                      Seal
+
+    Section 6. The corporate seal shall have inscribed thereon the name of the
+corporation, the year of its organization and the words "Corporate Seal,
+Delaware."  The seal may be used by causing it or a facsimile thereof to be
+impressed or affixed or reproduced or otherwise.
+
+
+
+                                  ARTICLE VIII
+                                   Amendments
+
+    Sections 1, 2 and 3 of Article III and this Article VIII of the By-laws may
+not be amended, modified or rescinded except by the affirmative vote of the
+holders of at least 80 percent of the outstanding shares of capital stock of the
+corporation entitled to vote generally in the election of directors, considered
+for such purpose as one class, and, in addition, the affirmative vote of the
+holders of at least a majority of the outstanding shares of capital stock of the
+corporation entitled to vote generally in the election of directors, considered
+for such purpose as one class, which are not beneficially owned, directly or
+indirectly, by any corporation, person or other entity which is the beneficial
+owner (as defined in Article THIRTEENTH of the Certificate of Incorporation),
+directly or indirectly, of 10 percent or more of the outstanding shares of such
+capital stock, considered for such purpose as one class.  To the extent not
+inconsistent with the foregoing, all other provisions of the By-laws may be
+amended, modified and rescinded and new By-laws may be adopted, (i) by the
+affirmative vote of the holders of at least a majority of the outstanding shares
+of capital stock of the corporation entitled to vote thereon, or (ii) by the
+Board of Directors; provided, that any By-law adopted, amended or modified by
+the Board of Directors may be amended, modified or rescinded by the vote of the
+stockholders prescribed in clause (i) above.
+
+</TEXT>
+</DOCUMENT>
+</SEC-DOCUMENT>
+-----END PRIVACY-ENHANCED MESSAGE-----