Exhibit 3(ii)

Revised as of May 3, 1994

MOTOROLA, INC.
BYLAWS

ARTICLE I

Offices and Corporate Seal
	
The registered office of the Corporation required by the Delaware General
Corporation Law shall be 1209 Orange Street, Wilmington, Delaware, 19801, and
the address of the registered office may be changed from time to time by the
Board of Directors.

The principal business office of the Corporation shall be located in the
Village of Schaumburg, County of Cook, State of Illinois.  The Corporation may
have such other offices, either within or without the State of Illinois, as
the Board of Directors may designate or as the business of the Corporation may
require from time to time.

The registered office of the Corporation required by the Illinois Business
Corporation Act may be, but need not be, the same as its place of business in
the State of Illinois, and the address of the registered office may be changed
from time to time by the Board of Directors.

The Board of Directors shall provide a corporate seal which shall be circular
in form and shall have inscribed thereon the name of the Corporation and the
state of incorporation and the words "Corporate Seal".

ARTICLE II

Board of Directors

Section 1.  General Powers.  The business and affairs of the Corporation shall
be managed by, or under the direction of, its Board of Directors.

Section 2.  Number, Tenure and Qualifications.  The number of directors of the
Corporation shall be sixteen (16), or such other number fixed from time to
time by the Board of Directors.  Each director shall hold office until his
successor shall have been elected and qualified, or until his earlier death or
resignation.

Section 3.  Vacancies.  Any vacancy occurring in the Board of Directors,
including a vacancy created by an increase in the number of directors, may be
filled for the remainder of the unexpired term by the affirmative vote of a
majority of the directors then in office although less than a quorum.

Section 4.  Compensation.  Directors who also are employees of the Corporation
shall not receive any additional compensation for services on the Board of
Directors.  By resolution of the Board of Directors, a fixed sum may be
allowed directors who are not employees of the Corporation for attendance at
each regular or special meeting of the Board of Directors or any committee of
the Board of Directors, and by resolution of the Board of Directors an
additional fixed fee may be allowed directors who are not employees of the
Corporation in consideration of other services and continuous interest and
study of the affairs of the Corporation.  Travel and other expenses actually
incurred may be allowed all directors for attendance at each regular or
special meeting of the Board of Directors or at any meeting of a committee of
the Board of Directors or in connection with their other services to the
Corporation.  Nothing herein contained shall be construed to preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor.

Section 5.  Committees of Directors.  The Board of Directors may, by
resolution passed by a majority of the whole Board, designate one or more
committees.  Each committee shall consist of one or more of the directors of
the Corporation, as selected by the Board of Directors, and the Board of
Directors shall also designate a chairman of each committee and the members of
each committee shall designate a person to act as secretary of the committee
to keep the minutes of, and serve the notices for, all meetings of the
committee and perform such other duties as the committee may direct.  Such
person may, but need not be a member of the committee.  Any such committee, to
the extent provided in a resolution of the Board of Directors, 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 of the Corporation to be affixed to all papers which may require it;
but no such committee shall have the power and authority of the Board of
Directors in reference to amending the Certificate of Incorporation, adopting
an agreement of merger or consolidation under Section 251 or 252 of the
Delaware General Corporation Law, recommending to the shareholders the sale,
lease or exchange of all or substantially all of the Corporation's property
and assets, recommending to the shareholders a dissolution of the Corporation
or a revocation of a dissolution, or amending the Bylaws of the Corporation,
and, unless the resolution expressly so provides, no such committee shall have
the power or authority to declare a dividend or to authorize the issuance of
stock or to adopt a certificate of ownership and merger pursuant to Section
253 of the Delaware General Corporation Law.  Each committee of the Board of
Directors may establish its own rules of procedure.  Except as otherwise
specified in a resolution designating a committee, one-third of the members of
a committee shall be necessary to constitute a quorum of that committee for
the transaction of business and the act of a majority of committee members
present at a meeting at which a quorum is present shall be the act of the
committee. 

Section 6.  Validity of Contracts.  No contract or other transaction entered
into by the Corporation shall be affected by the fact that a director or
officer of the Corporation is in any way interested in or connected with any
party to such contract or transaction, or himself is a party to such contract
or transaction, even though in the case of a director the vote of the director
having such interest or connection shall have been necessary to obligate the
Corporation upon such contract or transaction; provided, however, that in any
such case (i) the material facts of such interest are known or disclosed to
the directors or shareholders and the contract or transaction is authorized or
approved in good faith by the shareholders or by the Board of Directors or a
committee thereof through the affirmative vote of a majority of the
disinterested directors (even though not a quorum), or (ii) the contract or
transaction is fair to the Corporation as of the time it is authorized,
approved or ratified by the shareholders, or by the Board of Directors, or by
a committee thereof.

ARTICLE III

Shareholders' Meetings

Section 1.  Place of Meetings.  The Board of Directors may designate any
place, either within or without the State of Delaware, as the place of meeting
for any annual meeting or for any special meeting called by the Board of
Directors.  If no designation is made, or if a special meeting be otherwise
called, the place of meeting shall be the principal business office of the
Corporation in the State of Illinois.

Section 2.  Annual Meetings.  The annual meeting of the shareholders shall be
held on the first Tuesday in the month of May in each year, at the hour of
5:00 o'clock P.M., or at such other day and hour as may be fixed by or under
the authority of the Board of Directors, for the purpose of electing directors
and for the transaction of such other business as may come before the meeting. 
If the day fixed for the annual meeting shall be a legal holiday in the state
where the meeting is to be held, such meeting shall be held on the next
succeeding business day.  If the election of directors shall not be held on
the day designated herein for the annual meeting of the shareholders, or at
any adjournment thereof, the Board of Directors shall cause the election to be
held at a special meeting of the shareholders as soon thereafter as is
convenient.

Section 3.  Special Meetings.  Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute, may be called by
the Chairman of the Board or by the Board of Directors.

Section 4.  Voting - Quorum.  Each outstanding share, regardless of class,
shall be entitled to one vote on each matter submitted to a vote at a meeting
of shareholders, except to the extent that the voting rights of any class or
classes are enlarged, limited or denied by the Certificate of Incorporation or
in the manner therein provided.  A majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders.  If a quorum is present, the affirmative vote of a majority of
the shares represented at the meeting and entitled to vote on the subject
matter shall be the act of the shareholders, except that directors shall be
elected by a plurality of the votes of the shares represented at the meeting
and entitled to vote on the election of directors, except as otherwise
required by Delaware law, the Certificate of Incorporation, or these Bylaws. 
No matter shall be considered at a meeting of shareholders except upon a
motion duly made and seconded.  If less than a majority of the outstanding
shares are represented at a meeting, a majority of the shares so represented
may adjourn the meeting from time to time without further notice.  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 called.

Section 5.  Proxies.  At all meetings of shareholders, a shareholder may vote
by proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact.  No proxy shall be valid after three years from the date of
its execution, unless otherwise provided in the proxy.

Section 6.  Notice of Meetings.  Written notice stating the place, day 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 delivered not less than ten
days (twenty days if the shareholders are to approve a merger or consolidation
or a sale, lease or exchange of all or substantially all the Corporation's
assets) nor more than sixty days before the date of the meeting, either
personally or by mail, by or at the direction of the Chairman of the Board, or
the Secretary, or the officer or persons calling the meeting, to each
shareholder of record entitled to vote at such meeting.  If mailed, such
notice shall be deemed to be given when deposited in the United States mail,
addressed to the shareholder at his address as it appears on the records of
the Corporation, with postage thereon prepaid.

Section 7.  Voting Lists.  The officer or agent having charge of the stock
ledger of the Corporation shall make, at least ten days before each meeting of
shareholders, a complete list of the shareholders entitled to vote at such
meeting, or any adjournment thereof, arranged in alphabetical order, with the
address of and the number of shares held by each; which list, for a period of
ten days prior to such meeting, shall be kept at the place where the meeting
is to be held, or at another place within the city where the meeting is to be
held, which other place shall be specified in the notice of meeting and the
list shall be subject to inspection by any shareholder for any purpose germane
to the meeting, at any time during usual business hours.  Such list shall also
be produced and kept open at the time and place of the meeting and shall be
subject to the inspection of any shareholder during the whole time of the
meeting.  The original stock ledger shall be prima facie evidence as to who
are the shareholders entitled to examine such list or ledger or to vote at any
meeting of shareholders.

Section 8.  Fixing of Record Date.  For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders
or any adjournment thereof, or entitled to receive payment of any dividend, or
in order to make a determination of shareholders for any other proper purpose,
the Board of Directors of the Corporation may fix in advance a date as the
record date for any such determination of shareholders, such date in any case
to be not more than sixty days and, in case of a meeting of shareholders, not
less than ten days prior to the date on which the particular action, requiring
such determination of shareholders, is to be taken.  If no record date is
fixed for the determination of shareholders entitled to notice of or to vote
at a meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the close of business on the date next preceding the date on which
notice of the meeting is mailed or the date on which the resolution of the
Board of Directors declaring such dividend is adopted, as the case may be,
shall be the record date for such determination of shareholders.  When a
determination of shareholders entitled to vote at any meeting of shareholders
has been made as provided in this Section, such determination shall apply to
any adjournment thereof; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.

Section 9.  Voting of Shares by Certain Holders.  Neither treasury shares nor
shares of the Corporation held by another corporation, if a majority of the
shares entitled to vote in the election of directors of such other corporation
is held, directly or indirectly, by the Corporation, shall be entitled to vote
or to be counted for quorum purposes.  Nothing in this paragraph shall be
construed as limiting the right of the Corporation to vote its own stock held
by it in a fiduciary capacity.

Shares standing in the name of another corporation, domestic or foreign, may
be voted in the name of such corporation by any officer thereof or pursuant to
any proxy executed in the name of such corporation by any officer of such
corporation in the absence of express written notice filed with the Secretary
that such officer has no authority to vote such shares.
Shares held by an administrator, executor, guardian, conservator, trustee in
bankruptcy, receiver or assignee for creditors may be voted by him, either in
person or by proxy, without a transfer of such shares into his name.  Shares
standing in the name of a fiduciary may be voted by him, either in person or
by proxy.

A shareholder whose shares are pledged shall be entitled to vote such shares
unless in the transfer by the pledgor on the books of the Corporation the
pledgor has expressly empowered the pledgee to vote thereon, in which case
only the pledgee, or his proxy, may represent such stock and vote thereon.

Section 10.  Advance Notice of Shareholder Nominations and Proposals for other
Business.  Nominations of persons for election to the Board of Directors and
the proposal of business to be transacted by the shareholders may be made at
an annual or special meeting of the shareholders only (a) pursuant to the
Corporation's notice with respect to such meeting, (b) by or at the direction
of the Board of Directors or (c) by any shareholder of the Corporation who was
a shareholder of record on the record date set with respect to such meeting as
provided for in Section 8 of Article III, who is entitled to vote at the
meeting and who has complied with the notice procedures set forth in this
Section 10.  For nominations or proposals for other business to be properly
brought before an annual or special meeting by a shareholder pursuant to
clause (c) above, the shareholder must give timely notice thereof in writing
to the Secretary of the Corporation and such business must be a proper matter
for shareholder action under the Delaware General Corporation Law and a proper
matter for consideration at such meeting under the Certificate of
Incorporation and these Bylaws.  For such notice to be timely, it must be
delivered to the Secretary at the principal business office of the Corporation
not earlier than the 90th day prior to the date of such meeting and not later
than the close of business on the later of (i) the 60th day prior to the date
of such meeting or (ii) the 10th day following the day on which public
announcement of the date of such meeting is first made.  If such shareholder's
notice relates to a proposal by such shareholder to nominate one or more
persons for election or re-election as a director, it shall set forth all
information relating to each such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required,
in each case pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended (the "Exchange Act") (including, if and to the extent so
required, such person's written consent to being named in the proxy statement
as a nominee and to serving as a director if elected).  If such shareholder's
notice relates to any other business that the shareholder proposes to bring
before the meeting, it shall set forth a  brief description of such business,
the reasons for conducting such business at the meeting and any material
interest in such business of such shareholder and the beneficial owner, if
any, on whose behalf the proposal is made.  Each such notice shall also set
forth as to the shareholder giving the notice and the beneficial owner, if
any, on whose behalf the nomination or proposal is made (i) the name and
address of such shareholder, as they appear on the Corporation's books, and of
such beneficial owner and (ii) the class and number of shares of capital stock
of the Corporation which are owned beneficially and of record by such
shareholder and such beneficial owner.   Persons nominated by shareholders to
serve as directors of the Corporation who have not been nominated in
accordance with this Section 10 shall not be eligible to serve as directors. 
Only such business shall be conducted at an annual or special meeting of
shareholders as shall have been brought before the meeting in accordance with
this Section 10.  The chairman of the meeting shall determine whether a
nomination or any business proposed to be transacted by the shareholders has
been properly brought before the meeting and, if any proposed nomination or
business has not been properly brought before the meeting, the chairman shall
declare that such proposed business or nomination shall not be presented for
shareholder action at the meeting.  For purposes of this Section 10, "public
announcement" shall mean disclosure in a press release reported by the Dow
Jones News Service, Associated Press or a comparable national news service. 
Notwithstanding any provision in this Section 10 to the contrary, requests for
inclusion of proposals in the Corporation's proxy statement made pursuant to
Rule 14a-8 under the Exchange Act shall be deemed to have been delivered in a
timely manner if delivered in accordance with such Rule. Notwithstanding
compliance with the requirements of this Section 10, the chairman presiding at
any meeting of the shareholders may, in his sole discretion, refuse to allow a
shareholder or shareholder representative to present any proposal which the
Corporation would not be required to include in a proxy statement under any
rule promulgated by the Securities and Exchange Commission.

ARTICLE IV

Board of Directors' Meetings

Section 1.  Annual Meetings.  An annual meeting of the Board of Directors
shall be held without other notice than this Bylaw immediately after, and at
the same place as, the annual meeting of shareholders.

Section 2.  Special Meetings.  Special meetings of the Board of Directors may
be called by or at the request of the Chairman of the Board or any two
directors.  The person or persons authorized to call special meetings of the
Board of Directors may fix any place, either within or without the State of
Delaware, as the place for holding any special meeting of the Board of
Directors called by them.

Section 3.  Notice.  Except as set forth in the next sentence, notice of any
special meeting shall be given at least 24 hours prior to the meeting by
written notice delivered or given personally (including by phone) or by mail
or telegram or other written communication to each director at his business
address or residence.  If, however, the meeting is called by or at the request
of the Chairman of the Board and if the Chairman of the Board decides that
unusual and urgent business is to be transacted at the meeting (which decision
shall be conclusively demonstrated by his giving notice of the meeting less
than 24 hours prior to the meeting), then at least 2 hours' prior notice shall
be given.  If notice is given by telegram or courier, such notice shall be
deemed to be given when the telegram is delivered to the telegraph company or
courier company and any personal notice shall be deemed given when given.  Any
director may waive notice of any meeting.  The attendance of a director at a
meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting and objects thereat to the transaction of any
business because the meeting is not lawfully called or convened.  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 or waiver of
notice of such meeting.

Section 4.  Quorum.  One-third of the number of directors fixed by, or
pursuant to, Section 2 of Article II shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors, but if less
than such one-third is present at a meeting, a majority of the directors
present may adjourn the meeting from time to time without further notice.

Section 5.  Manner of Acting.  The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the
Board of Directors.

Section 6.  Presumption of Assent.  A director of the Corporation who is
present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action
taken unless his dissent is entered in the minutes of the meeting or unless he
files his written dissent to such action with the person acting as the
secretary of the meeting before the adjournment thereof or forwards such
dissent by registered mail to the Secretary of the Corporation immediately
after the adjournment of the meeting.  Such right to dissent shall not apply
to a director who voted in favor of such action.

Section 7.  Action by Directors Without a Meeting.  Any action required to be
taken at a meeting of directors, or at a meeting of a committee of directors,
or any other action which may be taken at a meeting, may be taken without a
meeting if a consent in writing setting forth the action so taken shall be
signed by all of the directors or members of the committee thereof entitled to
vote with respect to the subject matter thereof and filed with the minutes of
proceedings of the Board of Directors or committee and such consent shall have
the same force and effect as a unanimous vote.

Section 8.  Participation in a Meeting by Telephone.  Members of the Board of
Directors or any committee of directors may participate in a meeting of such
Board or 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 participating in a meeting pursuant to this Section 8 shall
constitute presence in person at such meeting.

ARTICLE V

Officers and Chairman of the Board

Section 1.  Number, Election, Appointment, Removal, Vacancy.  The elected
officers of the Corporation shall be one Vice Chairman of the Board and Chief
Executive Officer, a President, one or more Vice Presidents, a Chief Financial
Officer, a Treasurer, a Secretary and a Controller, each of whom shall be
elected by the Board of Directors.  The appointed officers of the Corporation
shall be one or more Assistant Treasurers and Assistant Secretaries, each of
whom shall be appointed by the Vice Chairman and Chief Executive Officer and
shall serve at his pleasure.  The Board of Directors may designate one or more
Vice Presidents as Senior Executive Vice President, one or more Vice
Presidents as Executive Vice President and one or more Vice Presidents as
Senior Vice President.  Such other officers as may be necessary, including one
or more Vice Chairmen of the Board (in addition to the Vice Chairman of the
Board and Chief Executive Officer), one or more Officers of the Board and a
Chairman of the Executive Committee may be elected by the Board of Directors. 
Any two or more offices may be held by the same person, except the offices of
President and Secretary, and the offices of President and Vice President.  The
elected officers of the Corporation shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors held after each
annual meeting of the shareholders.  If the election of officers shall not be
held at such meeting, such election shall be held as soon thereafter as
convenient.  Each elected officer 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 in the manner hereinafter provided.  Any officer elected by
the Board of Directors may be removed by the Board of Directors whenever in
its judgment the best interests of the Corporation would be served thereby,
but such removal shall be without prejudice to the contract rights, if any, of
the person so removed.  Election shall not of itself create contract rights. 
A vacancy in any elected office because of death, resignation, removal,
disqualification or otherwise, may be filled by the Board of Directors for the
unexpired portion of the term.  

Section 2.  Chairman of the Board of Directors.  At its first meeting after
the annual meeting of shareholders, the Board of Directors shall elect one of
its own members to be the Chairman of the Board of Directors ("Chairman of the
Board").  The Chairman of the Board shall work with the Board of Directors to
define its structure, agenda and activities in order to fulfill its
responsibilities and shall work with senior management to help ensure that
matters for which management is responsible are appropriately reported to the
Board of Directors.  He shall preside at all meetings of the shareholders and
of the Board of Directors and shall call and prescribe the content of such
meetings.  The Chairman of the Board shall lead the Board of Directors in its
role of assessing the performance of the management of the Corporation.  The
Chairman of the Board shall also counsel the members of the Chief Executive
Office, where appropriate, and shall perform such other duties as may be
prescribed by the Board of Directors from time to time.  The Chairman of the
Board may designate one or more other directors to exercise the functions and
to have the authority of the Chairman of the Board during the absence or
disability of the Chairman of the Board and prior to any action by the Board
of Directors to fill any vacancy.  The Board of Directors may remove or
replace the Chairman of the Board at any time and any vacancy in such position
because of death, resignation, removal, disqualification or otherwise, may be
filled by the Board of Directors for the unexpired portion of the term.

Section 3.  The Vice Chairman of the Board of Directors and Chief Executive
Officer.  The Vice Chairman of the Board of Directors and Chief Executive
Officer  ("Vice Chairman of the Board and CEO") shall be the senior executive
officer of the Corporation and shall in general supervise and control all the
business and affairs of the Corporation.  He shall direct the policy of the
Corporation; and he may delegate powers to any other officer of the
Corporation.  Except where by law the signature of such other officer is
required, the Vice Chairman of the Board and CEO shall possess the same power
as such other officer to sign all certificates, contracts and other
instruments and documents of the Corporation which may be authorized by the
Board of Directors or otherwise, and shall possess the same power as such
other officer to take any action authorized by these Bylaws or by the Board of
Directors or otherwise.  He shall also perform such duties as may be
prescribed by the Board of Directors or by the Chairman of the Board of
Directors acting for the Board of Directors from time to time.  In addition,
the Board of Directors may appoint one or more other Vice Chairmen of the
Board, who shall not be the Vice Chairman of the Board and CEO, who shall
perform such other duties as may be prescribed by the Board of Directors, the
Vice Chairman of the Board and CEO and the President from time to time.

Section 4.  The President.  The President, in the absence or disability of the
Vice Chairman of the Board and CEO, shall exercise the functions and shall
have the authority of the Vice Chairman of the Board and CEO.  The President
may sign, with the Secretary or other proper officer of the Corporation
thereunto authorized by the Board of Directors (if the signature of the
Secretary or such other officer is required), certificates for shares of the
Corporation, any deeds, mortgages, bonds, contracts, and other instruments and
documents which may be authorized by the Board of Directors or otherwise,
except in cases where the signing and execution thereof shall be expressly
delegated by the Board of Directors or by these Bylaws to some other officer
or agent of the Corporation, or shall be required by law to be otherwise
signed or executed; and in general, shall perform all duties incident to the
office of President and such other duties as may be prescribed by the Board of
Directors from time to time.

Section 5.  The Chairman of the Executive Committee, Senior Executive Vice
Presidents, Executive Vice Presidents, Officers of the Board, Senior Vice
Presidents and the Corporate Vice Presidents.  The Chairman of the Executive
Committee, Senior Executive Vice Presidents, Executive Vice Presidents,
Officers of the Board, Senior Vice Presidents and the Corporate Vice
Presidents, in the order designated by the Board of Directors or the Chairman
of the Board, shall exercise the functions and shall have the authority of the
President during the absence or disability of the President.  The Chairman of
the Executive Committee, each Senior Executive Vice President, Executive Vice
President, Officer of the Board, Senior Vice President and Corporate Vice
President shall have such powers as may be designated and shall discharge such
duties as may be assigned to him from time to time by the Board of Directors
or the Chief Executive Office.  In addition to the duties described in the
prior sentence, all these elected officers (except the Chairman of the
Executive Committee) are authorized to sign and execute all agreements,
contracts, leases, bids, proposals, deeds, assignments, powers of attorney,
guarantee undertakings, instruments, documents, claims, including claims
against the United States of America, and certifications of such claims, in
the ordinary course of business of the Corporation, and to redelegate that
authority in writing to others; provided, however, that only the Vice Chairman
and CEO, the President, the Chief Financial Officer and the Treasurer are
authorized to perform those activities set forth in the third sentence of the
first paragraph of Article V, Section 7, of these Bylaws.

Section 6.  The Secretary.  The Secretary shall keep the minutes of all
meetings of the Board of Directors and the minutes of all meetings of the
shareholders, in books provided by the Corporation for such purpose.  He shall
attend to giving and serving of all notices of the Corporation whereby
meetings of the Board of Directors and shareholders are assembled.  He shall
provide lists of shareholders and their addresses required to be prepared by
the provisions of any present or future statute of the State of Delaware.  He
may sign, with any other officer, in the name of the Corporation, all
contracts and other instruments requiring the seal of the Corporation and may
affix the seal thereto.  He shall have charge of such books and papers as the
Board of Directors may direct.  He shall in general perform all of the duties
which are incident to the office of secretary of a corporation, subject at all
times to the direction and control of the Board of Directors.

Section 7.  The Chief Financial Officer and the Treasurer.  The Chief
Financial Officer shall be the senior financial officer of the Corporation. 
The Chief Financial Officer, the Vice Chairman and CEO, the President and the
Treasurer shall each individually have the power, which may be redelegated in
writing, on behalf of the Corporation, to borrow funds and to otherwise incur
liabilities, to sell or discount bills, receivables and other instruments and
rights, to enter into and deliver repurchase, credit, guarantee, surety, loan,
interest rate, currency and other agreements, which may contain covenants
restricting the Corporation's ability to take certain actions or require it to
take certain actions, to sign and deliver acceptances, notes and other
obligations, to buy and sell foreign exchange, whether for current or future
delivery, or options on foreign exchange, to purchase, sell, exchange or
otherwise deal in stock or other securities, to procure letters of credit,
travelers' checks or similar instruments, to open and close accounts with any
banking institution or other depository of funds, to sign, manually, by
facsimile signature or otherwise, checks, drafts or other orders for the
payment of funds (which each such institution is hereby authorized and
directed to honor), to issue written, telephonic, electronic or oral
instructions for the transfer of funds by wire or other electronic means or
otherwise, to enter into agreements or documents with any banking or financial
institution with respect to any services, including, without limitation,
electronic services, and to do all things in connection with any of these as
any of them sees fit.  The Chief Financial Officer, the Vice Chairman and CEO,
the President and the Treasurer shall each individually also have the power,
which may be redelegated in writing, on behalf of the Corporation, to
guarantee, or to act as surety with respect to, any of the obligations of any
entity of which any of the outstanding stock or securities is owned, directly
or indirectly by the Corporation.  In addition, the Chief Financial Officer,
as well as each of the Vice Chairman of the Board and CEO, the President and
the Treasurer, shall individually have the authority to vote all shares or
securities in any entity directly or indirectly owned by the Corporation and
to redelegate that authority in writing to others.

The Treasurer shall have the custody of all of the funds and securities of the
Corporation.  He shall be empowered to endorse on behalf of the Corporation
all checks, notes or other obligations and evidences of the payment of money,
payable to the Corporation or coming into his possession, and shall deposit
the funds arising therefrom, together with all other funds of the Corporation,
coming into his possession, in such banks as may be selected as the
depositories of the Corporation, or properly care for them in such other
manner as the Board of Directors may direct.  All checks and other instruments
drawn on or payable out of the funds of the Corporation and all bills, notes
or other evidence of indebtedness shall be signed by such officers and
employees as the Board of Directors may designate.  Whenever required by the
Board of Directors so to do, he shall exhibit a complete and true statement of
property in his possession, custody or control.  He shall provide for the
entry regularly, in records belonging to the Corporation, a full and accurate
account of all money received and paid on account of the Corporation, together
with all other business transactions.  He shall, at all reasonable times
within the hours of business, exhibit his records and accounts to any
director.  He shall perform all duties which are incident to the office of
treasurer of a corporation, subject, however, at all times to the direction
and control of the Board of Directors.  If the Board of Directors shall so
require, he shall give bond, in such sum and with such securities as the Board
of Directors may direct, for the faithful performance of his duties and for
the safe custody of the funds and property of the Corporation coming into his
possession.

Section 8.  The Controller.  The Controller shall be the Chief Accounting
Officer of the Corporation and shall:  (a) keep, or cause to be kept, correct
and complete books and records of account, including full and accurate
accounts of receipt and disbursements in books belonging to the Corporation;
and (b) in general, perform all duties incident to the office of Controller
and such other duties as from time to time may be assigned to him by the
Chairman of the Board or by the Board of Directors.  In addition, the
Controller, the Chief Financial Officer and the Treasurer shall each
individually be authorized to sign powers of attorney on behalf of the
Corporation and to appoint agents and attorneys to represent the Corporation
in dealings before or with the Bureau of Customs.
 
Section 9.  Statutory Duties.  Each respective officer shall discharge any and
every duty, appertaining to his respective office, which is imposed on such
officer by the provisions of any present or future statute of the State of
Delaware.

Section 10.  Delegation of Duties.  In case of the absence of any officer of
the Corporation, the Chairman of the Board or the Board of Directors may
delegate, for the time being, the duties of such officer to any other officer
or to any director.

Section 11.  Salaries.  The salaries of the officers (except Assistant
Treasurers and Assistant Secretaries) shall be fixed from time to time by the
Board of Directors unless such authority has been delegated to a committee of
the Board of Directors, in which case, salaries shall be fixed by such
committee, subject to any limitations which may be contained in the resolution
delegating such authority.  No officer shall be prevented from receiving such
salary by reason of the fact that he is also a director of the Corporation.

Section 12.  Assistant Treasurers and Assistant Secretaries.  The Vice
Chairman of the Board and CEO may appoint, from time to time, as he may see
fit, and may (but shall not be required to) fix the compensation of, one or
more Assistant Treasurers and Assistant Secretaries, each of whom shall hold
office during the pleasure of the Vice Chairman of the Board and CEO, and
shall perform such duties as he may assign.

ARTICLE VI

Certificates for Shares and Their Transfer

Section 1.  Certificates for Shares.  Certificates representing shares of the
Corporation shall be in such form as shall be determined by the Board of
Directors.  Such certificates shall be signed by the Vice Chairman of the
Board and CEO or President, and by the Treasurer or the Secretary.  Any or all
of the signatures 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.  All certificates for shares shall be
consecutively numbered or otherwise identified.  The name and address of the
person to whom the shares represented thereby are issued, with the number of
shares and date of issue, shall be entered on the stock ledger of the
Corporation.

Section 2.  Transfer of Certificate.  Transfer of shares of the Corporation
shall be made only upon the records of the Transfer Agent appointed for this
purpose, by the owner in person or by the legal representative of such owner
and, upon such transfer being made, the old certificates shall be surrendered
to the Transfer Agent who shall cancel the same and thereupon issue a new
certificate or certificates therefor.  Whenever a transfer is made for
collateral security, and not absolutely, the fact shall be so expressed in the
recording of the transfer.

Section 3.  Transfer Agent and Registrar.  The Board of Directors may appoint
a transfer agent and registrar of transfers and thereafter may require all
stock certificates to bear the signature of such transfer agent and such
registrar of transfers.  The signature of either the transfer agent or the
registrar, but not both, may be a facsimile.

Section 4.  Registered Holder.  The Corporation shall be entitled to treat the
registered holder of any shares as the absolute owner thereof and,
accordingly, shall not be bound to recognize any equitable or other claim
thereto, or interest therein, on the part of any other person, whether or not
it shall have express or other notice thereof, save as expressly provided by
the statutes of the State of Delaware.

Section 5.  Rules of Transfer.  The Board of Directors also shall have the
power and authority to make all such rules and regulations as they may deem
expedient concerning the issue, transfer and registration of the certificates
for the shares of the Corporation.

Section 6.  Lost Certificates.  Any person claiming a certificate for shares
of this Corporation to be lost or destroyed, shall make affidavit of the fact
and lodge the same with the Secretary of the Corporation, accompanied by a
signed application for a new certificate.  Such person shall give to the
Corporation, to the extent deemed necessary by the Secretary or Treasurer, a
bond of indemnity with one or more sureties satisfactory to the Secretary, and
in an amount which, in his judgment, shall be sufficient to save the
Corporation from loss, and thereupon the proper officer or officers may cause
to be issued a new certificate of like tenor with the one alleged to be lost
or destroyed.  But the Secretary may recommend to the Board of Directors that
it refuse the issuance of such new certificate in the event that the
applicable provisions of the Uniform Commercial Code are not met.

ARTICLE VII

Contracts, Loans, Checks and Deposits

Section 1.  Contracts.  The Board of Directors may authorize, by these Bylaws
or any resolution, any officer or officers, agent or agents, to enter into any
contract or execute and deliver any instrument in the name of and on behalf of
the Corporation, and such authority may be general or confined to specific
instances.

Section 2.  Loans.  No loans shall be contracted on behalf of the Corporation
and no evidences of indebtedness shall be issued in its name unless authorized
by these Bylaws or a resolution of the Board of Directors.  Such authority may
be general or confined to specific instances.

Section 3.  Checks, Drafts, etc.  All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name
of the Corporation, shall be signed by such officer or officers, agent or
agents, of the Corporation and in such manner as shall from time to time be
determined by these Bylaws or a resolution of the Board of Directors.

Section 4.  Deposits.  All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board of Directors may
select.

ARTICLE VIII

Books and Records

Section 1.  Location.  Complete books and records of account together with
minutes of the proceedings of the meetings of the shareholders and Board of
Directors shall be kept.  A record of shareholders, giving the names and
addresses of all shareholders, and the number and class of the shares held by
each, shall be kept by the Corporation at its registered office or principal
place of business in the State of Illinois or at the office of a Transfer
Agent or Registrar.

ARTICLE IX

Notices

Section 1.  Manner of Notice.  Whenever, under the provisions of the
Certificate of Incorporation or of the Bylaws of the Corporation or of the
statutes of the State of Delaware, notice is required to be given to a
shareholder, to a director or to an officer, it shall not be construed to mean
personal notice, unless expressly stated so to be.  And any notice so required
(other than notice by publication) may be given in writing by depositing the
same in the United States mail, postage prepaid, directed to the shareholder,
director or officer, at his, or her, address as the same appears on the
records of the Corporation, and the time when the same is mailed shall be
deemed the time of the giving of such notice.

Section 2.  Waiver of Notice.  Any shareholder, director or officer may, in
writing, waive the giving and the mailing of any notice required to be given
or mailed either by and under the statutes of the State of Delaware or by and
under the Bylaws.

ARTICLE X

Fiscal Year

Section 1.  Fiscal Year.  The fiscal year of the Corporation shall begin on
the 1st day of January and terminate on the 31st day of December.

ARTICLE XI

Emergency Bylaws

The Emergency Bylaws provided in this Article XI shall be operative upon (a)
the declaration of a civil defense emergency by the President of the United
States or by concurrent resolution of the Congress of the United States
pursuant to Title 50, Appendix, Section 2291 of the United States Code, or any
amendment thereof, or (b) upon a proclamation of a civil defense emergency by
the Governor of the State of Illinois which relates to an attack or imminent
attack on the United States or any of its possessions.  Such Emergency Bylaws,
or any amendments to these Bylaws adopted during such emergency, shall cease
to be effective and shall be suspended upon any proclamation by the President
of the United States, or the passage by the Congress of a concurrent
resolution, or any declaration by the Governor of Illinois that such civil
defense emergency no longer exists.

Section 1.  Board of Directors' Meetings.  During any such emergency, any
meeting of the Board of Directors may be called by any officer of the
Corporation or by any director.  Notice shall be given by such person or by
any officer of the Corporation.  The notice shall specify the place of the
meeting, which shall be at the head office of the Corporation at the time if
feasible, and otherwise, any other place specified in the notice.  The notice
shall also specify the time of the meeting.  Notice may be given only to such
of the directors as it may be feasible to reach at the time and by such means
as may be feasible at the time, including publication or radio.  If given by
mail, messenger, telephone, or telegram, the notice shall be addressed to the
director at his residence or business address, or such other place as the
person giving the notice shall deem most suitable.  Notice shall be similarly
given, to the extent feasible in the judgment of the person giving the notice,
to the other directors.  Notice shall be given at least two days before the
meeting, if feasible in the judgment of the person giving the notice, and
otherwise on any shorter time he may deem necessary.

Section 2. Change of Head Office.  The Board of Directors, during any such
emergency may, effective in the emergency, change the head office or designate
several alternative head offices, or regional offices or authorize the
officers to do so.

ARTICLE XII

Director Emeritus

Section 1.  Director Emeritus.  The Board of Directors may at any time and
from time to time award to former members of the Board of Directors in
recognition of their past distinguished service and contribution rendered to
the Corporation the honorary title "Director Emeritus."  The award of this
title shall not constitute an election or appointment to the Board of
Directors, nor to any office of the Corporation, nor the bestowal of any
duties, responsibilities or privileges associated therewith; and accordingly
no "Director Emeritus" shall be deemed a "Director" as that term is used in
these Bylaws.  The title "Director Emeritus" shall carry no compensation, and
holders thereof shall not attend any meetings of the Board of Directors or
committees of the Board of Directors, except by written invitation, nor shall
they be specially privy to any confidential information arising from such
meeting.

ARTICLE XIII

Amendment of Bylaws

Section 1.  Amendment of Bylaws.  These Bylaws may be altered, amended or
repealed and new Bylaws may be adopted at any meeting of the Board of
Directors by a majority vote of the directors present at the meeting.