Exhibit  4.2
                                

       This   Exhibit   4.2,  for  the  Code  of  Regulations   of   Medusa
Corporation,  is  incorporated  by  reference  to  Appendix   VI   to   the
Company's   Information  Statement  (which  was  filed  in   1988   as   an
exhibit to the Amended Form 10, File No. 0-17011).