AMENDMENT NO. 2 TO AMENDED BY-LAWS
                   OF MELAMINE CHEMICALS, INC.
                ADOPTED BY THE BOARD OF DIRECTORS
                           MAY 1, 1991



     Article  III, Section 3, of the Amended By-laws of the Company is
amended by the  addition  of  the  following  sentence  to  the second
paragraph of such Section 3:

     Notwithstanding  anything in this Section 3 to the contrary,
     the term of any director  will  expire at the annual meeting
     of stockholders immediately following  such  director's 70th
     birthday.