Registration No. 33-     

As filed with the Securities and Exchange Commission on
January 9, 1995
- -----------------------------------------------------------
- -----------------------------------------------------------
                      FORM S-8

               REGISTRATION STATEMENT
                        UNDER
             THE SECURITIES ACT OF 1933
                    ------------

           HARNISCHFEGER INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)

          DELAWARE               39-1566457
     (State or other               (I.R.S. Employer
     jurisdiction of               Identification No.)
     incorporation or 
       organization)

     13400 Bishops Lane, Brookfield, Wisconsin    53005
     (Address of Principal Executive Offices) (Zip Code)
     
                    -------------
                JOY TECHNOLOGIES INC.
                1991 STOCK OPTION AND
                EQUITY INCENTIVE PLAN
              (Full title of the plan)

                    --------------
                    ERIC B. FONSTAD, ESQ.                        
  Senior Corporate Counsel and Assistant Secretary               
           Harnischfeger Industries, Inc.                   
                 13400 Bishops Lane                         
             Brookfield, Wisconsin 53005                    

       (Name and address of agent for service)

                    (414)671-4400
(Telephone number, including area code, of agent for
service)

                    -------------
<TABLE>
                          CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------

<S>                 <C>            <C>            <C>       <C>
                                                  Proposed
                                   Proposed       Maximum             
Title of Securities                Maximum        Aggregate Amount of
     to be               Amount to be   Offering Price Offering  Registration   
Registered (1)      Registered (2) Per Share (3)  Price (3) Fee
- -----------------------------------------------------------------------------------------------
Common Stock,
$1 par value        572,890 shares $27.6875       $15,861,891    $5,469.62
                                    
- -----------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------
</TABLE>                                 
(1)  Including one preferred share purchase right
     appertaining to each share of Common Stock pursuant
     to a Rights Agreement dated as of February 8, 1989
     between the Registrant and the First National Bank of
     Boston, as Rights Agent.

(2)  Pursuant to Rule 416, this Registration Statement
     shall be deemed to cover any additional shares of
     Common Stock issuable pursuant to the antidilution
     provisions of the Plan.

(3)  Pursuant to Rule 457(h), estimated solely for the
     purpose of computing the registration fee, based upon
     the average of the high and low sales prices of the
     Registrant's Common Stock on January 6, 1995; as
     reported in The Wall Street Journal.

                       PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Information specified in Part I of Form S-8 (Items 1
and 2) will be sent or given to Plan participants as
specified by Rule 428(b)(1) under the Securities Act of
1933.

                       PART II

 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents filed by Harnischfeger
Industries, Inc. (the "Registrant") (Commission File No. 1-
9299) with the Securities and Exchange Commission (the
"Commission") pursuant to Section 13 of the Securities
Exchange Act of 1934 (the "1934 Act") are incorporated
herein by reference:

     (a)  Annual Report on Form 10-K for the fiscal year
          ended October 31, 1993;

     (b)  Quarterly Reports on Form 10-Q for the
          quarterly periods ended January 31, 1994, April
          30, 1994 and July 31, 1994;

     (c)  Current Reports on Form 8-K dated August 22,
          1994, September 8, 1994, September 12, 1994 and
          November 29, 1994;

     (d)  Form 10-KA dated September 12, 1994, Amendment
          No. 1 to Report on Form 10-K for the fiscal
          year ended October 31, 1993;

     (e)  Form 10-KA dated October 27, 1994, Amendment
          No. 2 to Report on Form 10-K for the fiscal
          year ended October 31, 1993;

     (f)  Form 10-QA dated December 13, 1994, Amendment
          No. 1 to Report on Form 10-Q for the quarterly
          period ended July 31, 1994; and

     (g)  Current Report on Form 8-K dated March 25,
          1992, including specifically the description of
          the Registrant's Common Stock in item 5
          thereof, which updates the description
          contained in the Registrant's Statement on Form
          8-B filed on October 20, 1986.

     All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934
Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have
been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of
the filing of such documents.

     Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes hereof to
the extent that a statement contained herein or in any
other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part hereof.

Item 4.  Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable



Item 6.  Indemnification of Directors and Officers.

     Section 145 of the General Corporation Law of the
State of Delaware permits indemnification of directors,
officers, employees and agents of corporations under
certain conditions and subject to certain limitations. 
Section 14 of Article III of the Registrant's Bylaws
provides for indemnification of any director, officer,
employee or agent of the Registrant, or any person serving
in the same capacity in any other enterprise at the request
of the Registrant, under certain circumstances.  Article 6
of the Registrant's Certificate of Incorporation eliminates
the liability of directors of the Registrant under certain
circumstances for breaches of fiduciary duty to the
Registrant and its stockholders, as permitted by Section
102(b)7 of the Delaware General Corporation Law.

     The Registrant is insured against certain liabilities
which it may incur by reason of Section 14, Article III, of
its Bylaws.  In addition, officers and directors are
insured, at the expense of the Registrant, against certain
liabilities which might arise out of their employment and
which might not be subject to indemnification under the
Bylaws.

Item 7.  Exemption from Registration Claimed.

     Not applicable

Item 8.  Exhibits

     See Exhibit Index following Signature page in this
Registration Statement, which Exhibit Index is incorporated
herein by reference.

Item 9.  Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which
offers or sales are being made, a post-effective amendment
to this Registration Statement:

          (i)  To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;

          (ii) To reflect in the prospectus any facts or
               events arising after the effective date
               of the Registration Statement (or the
               most recent post-effective amendment
               thereof) which, individually or in the
               aggregate, represent a fundamental change
               in the information set forth in the
               Registration Statement:

          (iii)     To include any material information with
                    respect to the plan of distribution not
                    previously disclosed in the registration
                    statement or any material change to such
                    information in the Registration
                    Statement;

          Provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply if the Registration Statement
is on Form S-3 or Form S-8, and the information required to
be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.

          (2)  That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.

          (3)  To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.

     (b)  The undersigned Registrant hereby  undertakes
that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration
Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     
     (h)  Reference is made to the indemnification
provisions referred to in Item 6 of the Registration
Statement.

          Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted
to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the
securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.


                     SIGNATURES

     Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Brookfield, State of Wisconsin, on January 9, 1995.

                    HARNISCHFEGER INDUSTRIES, INC.
                    (Registrant)


                    By: /s/ FRANCIS M. CORBY, JR.
                    ------------------------------
                        Francis M. Corby, Jr.     
                        Executive Vice President for
                        Finance and Administration


                  -----------------

                  POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints
Jeffery T. Grade and Francis M. Corby, Jr., and each of
them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-
effective amendments) to this registration statement, and
to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and
Exchange Commission, and any other regulatory authority,
granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.

                    -------------  

     Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities and on the date
indicated.*

Signature                          Title

/s/JEFFERY T. GRADE                Chairman and Chief 
- --------------------------         Executive Officer
Jeffery T. Grade

/s/FRANCIS M. CORBY, JR .          Executive Vice 
- --------------------------         President for 
Francis M. Corby, Jr.              Finance and
Administration

/s/JAMES C. BENJAMIN               Vice President and 
- --------------------------         Controller 
James C. Benjamin

                              Director
- --------------------------
Donna M. Alvarado

**                            Director
- --------------------------
John D. Correnti

**                            Director
- --------------------------
Don H. Davis, Jr.

**                            Director
- --------------------------
Harry L. Davis

**                            Director
- --------------------------
Robert M. Gerrity

**                            Director
- --------------------------
Robert B. Hoffman

**                            Director
- --------------------------
Ralph C. Joynes

**                            Director
- --------------------------
Herbert V. Kohler, Jr.

**                            Director
- --------------------------
Jean-Pierre Labruyere

**                            Director
- --------------------------
Robert F. Schnoes

**                            Director
- --------------------------
Donald Taylor

                              Director
- --------------------------
C.R. Whitney


                  ----------------

          * Each of these signatures is affixed as of
January 9, 1995.

          **Francis M. Corby, Jr., by signing his name
hereto, does hereby sign and execute this registration
statement on behalf of each of the above-named Directors of
Harnischfeger Industries, Inc. pursuant to the above power
of attorney executed by each of such Directors.

                              January 9, 1994


By:  /s/ Francis M. Corby, Jr.
- ---------------------------------------
Francis M. Corby, Jr., Attorney-in-Fact



           HARNISCHFEGER INDUSTRIES, INC.
                 (the "Registrant")
            (Commission File No. 1-9299)

                    EXHIBIT INDEX
                         TO
           FORM S-8 REGISTRATION STATEMENT
<TABLE>
<S>       <C>                           <C>                 <C>
Exhibit                                 Incorporated Herein Filed     Sequential
Number    Description                        by Reference To          Herewith Page No.

4.1(a)    Certificate of Incorporation of    Exhibit 28.1(a) to
          Harnischfeger Industries, Inc.     Registrant's Current
          dated September 16, 1986      Report on Form 8-K  
                                        dated March 25, 1992.

4.1(b)    Certificate of Designations of     Exhibit 28.1(b) to
          Preferred Stock, Series D          Registrant's Current
                                        Report on  Form 8-K
                                        dated March 25, 1992
4.1(c)    Certificate of Amendment of                                 X
          Certificate of Incorporation
          of Harnischfeger Industries, 
          Inc., dated November 28, 1994      

4.2       Rights Agreement dated as of       Exhibit 1 to Registrant's
          February 8, 1989 between           Registration Statement on
          Harnischfeger Industries, Inc.     Form 8-A filed on February
          and The First National Bank of     9, 1989
          Boston, as Rights Agent, which
          includes as Exhibit A the 
          Certificate of Designations of
          Preferred Stock, Series D, setting
          forth the terms of the Preferred
          Stock, Series D; as Exhibit B the
          Form of Rights Certificate; and as
          Exhibit C the Summary of Rights to
          Purchase Preferred Stock, Series D.

4.3       Bylaws of Harnischfeger Industries,                              X    
          Inc., as amended on December 5, 1994

5*

23        Consent of Price Waterhouse                                 X

24        Powers of Attorney                                Signature Page
                                                            to this
                                                            Registration Statement

99.1      Joy Technologies Inc. 1991 Stock Option                     X
          and Equity Incentive Plan               

99.2      Amendment No. 1 to Joy Technologies 1991                         X
          Stock Option and Equity Incentive Plan

- ----------------------------------------------------------------------------------------------
</TABLE>

          * No opinion of counsel is being filed herewith
because there is no present intention to use original
issuance securities for purposes of the Plan.



                                   EXHIBIT 4.1(c)

              CERTIFICATE OF AMENDMENT
                         OF
            CERTIFICATE OF INCORPORATION


     HARNISCHFEGER INDUSTRIES, INC., a corporation
organized and existing under and by virtue of the General
Corporation Law of the State of Delaware,

     DOES HEREBY CERTIFY:

     FIRST:    That the Board of Directors of said
corporation, at a meeting duly held, adopted a resolution
proposing and declaring advisable the following amendment
of Article 4 of the Certificate of Incorporation of said
corporation:

     RESOLVED, that of the Certificate of Incorporation of
     Harnischfeger Industries, Inc. be amended by changing
     the first paragraph of Article 4 thereof so that, as
     amended, said paragraph shall be and read as follows:

               The number of shares which the
          Corporation shall have authority to issue,
          itemized by classes, par value of shares,
          shares without par value, and series, if any,
          within a class, is:
     
                                   Par Value
                                   Per Share
                                   or Statement
                                   That Shares
           Series    Number of          Are Without
Class          (if any)     Shares       Par Value
- -----          --------   ---------          ------------ 
Preferred To be issued 
          in series     250,000            $100
Common    None      100,000,000            $  1

     SECOND:   That the aforesaid amendment has been
authorized by the affirmative vote of the holders of at
least two thirds of the combined voting power of the
outstanding shares of stock of the Corporation entitled to
vote thereon, voting as a single class.

     THIRD:    That the aforesaid amendment was duly
adopted in accordance with the applicable provisions of
Section 242 of the General Corporation Law of the State of
Delaware.

     IN WITNESS WHEREOF, the undersigned has caused this
certificate to be duly executed this 29th day of November,
1994.

                    HARNISCHFEGER INDUSTRIES, INC.



                    By: /s/ Jeffery T. Grade
                    ------------------------------
                    Jeffery T. Grade, Chairman


ATTEST:



By:  /s/ K. Thor Lundgren
     --------------------------
     K. Thor Lundgren, Secretary



                                   EXHIBIT 4.3

                                   12/5/94             

                             B Y L A W S
                                 OF
                    HARNISCHFEGER INDUSTRIES, INC.

                              ARTICLE I
                               OFFICES
                               -------
     The initial registered office of the corporation
required by the Delaware General Corporation Law shall be
100 West Tenth Street, City of Wilmington, County of New
Castle, State of Delaware, 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 Brookfield, County of
Waukesha, State of Wisconsin.  The corporation may have
such other offices, either within or without the State of
Wisconsin, 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 Wisconsin Business Corporation Law may be, but need not
be, the same as its place of business in the State of
Wisconsin, and the address of the registered office may be
changed from time to time by the Board of Directors.


                              ARTICLE II
                             STOCKHOLDERS
                             ------------

     SECTION 1.  Annual Meeting.  The annual meeting of the
stockholders shall be held on the first Monday in the month
of March in each year, beginning with the year 1984, at the
hour of 10:00 o'clock A.M., or at such other 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 stockholders, or at any adjournment thereof, the Board
of Directors shall cause the election to be held at a
special meeting of the stockholders as soon thereafter as
is convenient.

     SECTION 2.  Special Meeting.  Special meetings of the
stockholders, for any purpose or purposes, unless otherwise
prescribed by statute, may be called by the Chief Executive
Officer or by the Board of Directors, and shall be called
by the Chief Executive Officer at the request of the
holders of not less than eighty percent of all the
outstanding shares of the corporation entitled to vote at
the meeting.

     SECTION 3.  Place of Meeting.  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 Wisconsin.

     SECTION 4.  Notice of Meeting.  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 nor more than sixty days before the date of the
meeting, either personally or by mail, by or at the
direction of the Chief Executive Officer, or the Secretary,
or the officer or persons calling the meeting, to each
stockholder 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
stockholder at the stockholder's address as it appears on
the records of the corporation, with postage thereon
prepaid.

     SECTION 5.  Fixing of Record Date.  For the purpose of
determining stockholders entitled to notice of or to vote
at any meeting of stockholders or any adjournment thereof,
or entitled to receive payment of any dividend, or in order
to make a determination of stockholders 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 stockholders, such date in any case to be
not more than sixty days and, in case of a meeting of
stockholders, not less than ten days prior to the date on
which the particular action, requiring such determination
of stockholders, is to be taken.  If no record date is
fixed for the determination of stockholders entitled to
notice of or to vote at a meeting of stockholders, or
stockholders 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 stockholders.  When a
determination of stockholders entitled to vote at any
meeting of stockholders 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 6.  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 stockholders, a
complete list of the stockholders 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 stockholder 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 stockholder during the whole time of
the meeting.  The original stock ledger shall be prima
facie evidence as to who are the stockholders entitled to
examine such list or ledger or to vote at any meeting of
stockholders.  Failure to comply with the requirements of
this section will not affect the validity of any action
taken at such meeting.

     SECTION 7.  Quorum.  A majority of the shares entitled
to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders.  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 stockholders,
unless the vote of a greater number or voting by classes is
required by Delaware law, the Articles of Incorporation, or
these Bylaws.  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 8.  Proxies.  At all meetings of stockholders,
a stockholder may vote by proxy executed in writing by the
stockholder or by the stockholder's duly authorized
attorney in fact.  Such proxy shall be filed with the
Secretary of the corporation before or at the time of the
meeting.  No proxy shall be valid after three years from
the date of its execution, unless otherwise provided in the
proxy.

     SECTION 9.  Voting of Shares.  Each outstanding
share, regardless of class, shall be entitled to one vote
on each matter submitted to a vote at a meeting of
stockholders, except to the extent that the voting rights
of any class or classes are enlarged, limited or denied by
the Articles of Incorporation or in the manner therein
provided.

     SECTION 10.  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 its President or such other officer as the
President may appoint or pursuant to any proxy executed in
the name of such corporation by its President or such other
officer as the President may appoint in the absence of
express written notice filed with the Secretary that such
President or other 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 such administrator, executor,
guardian, conservator, trustee in bankruptcy, receiver or
assignee for creditors, either in person or by proxy,
without a transfer of such shares into the name of such
administrator, executor, guardian, conservator, trustee in
bankruptcy, receiver or assignee for creditors.  Shares
standing in the name of a fiduciary may be voted by such
fiduciary, either in person or by proxy.

     A stockholder 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 the pledgee's proxy, may
represent such stock and vote thereon.

     SECTION 11.  Stockholder Proposals.   No proposal for
a stockholder vote shall be submitted by a stockholder (a
"Stockholder Proposal") to the corporation's stockholders
unless the stockholder submitting such proposal (the
"Proponent") shall have filed a written notice setting
forth with particularity (i) the names and business
addresses of the Proponent and all Persons acting in
concert with the Proponent (ii) the name and address of the
Proponent and the Persons identified in clause (i), as they
appear on the corporation's books (if they so appear),
(iii) the class and number of shares of the corporation
beneficially owned by the Proponent and the Persons
identified in clause (i); (iv) a description of the
Stockholder Proposal containing all material information
relating thereto; and (v) such other information as the
Board of Directors reasonably determines is necessary or
appropriate to enable the Board of Directors and
stockholders of the corporation to consider the Stockholder
Proposal.  As used in this Section, the term "Person" means
any individual, partnership, firm, corporation,
association, trust, unincorporated organization or other
entity.

    The presiding officer at any stockholders' meeting may
determine that any Stockholder Proposal was not made in
accordance with the procedures prescribed in these Bylaws
or is otherwise not in accordance with law, and if it is so
determined, such officer shall so declare at the meeting
and the Stockholder Proposal shall be disregarded.

    Stockholder Proposals shall be delivered to the
Secretary at the principal executive office of the
corporation not less than ninety (90) days before the date
of the stockholders' meeting if such Stockholder Proposal
is to be submitted at an annual stockholders' meeting
(provided, however, that if such annual meeting is called
to be held before the date specified in Section 1 hereof,
such Stockholder Proposal shall be delivered no later than
the close of business on the 15th day following the day on
which notice of the date of the annual stockholders'
meeting was given).  Stockholder Proposals shall be so
delivered to the Secretary at the principal executive
office of the corporation no later than the close of
business on the 15th day following the day on which notice
of the date of a special meeting of stockholders was given
if the Stockholder Proposal is to be submitted at a special
stockholders' meeting.

                           ARTICLE III
                        BOARD OF DIRECTORS
                        ------------------

     SECTION 1.  General Powers.  The business and affairs
of the corporation shall be managed by its Board of
Directors.

     SECTION 2.  Number. Tenure and Qualifications.  The
number of directors of the corporation shall be thirteen. 
Two of the three classes of Directors established by the
corporation's Certificate of Incorporation shall consist of
four members each and one class shall consist of five
members, subject to modification by resolution of the Board
of Directors.  Each director shall hold office for the term
provided in the Certificate of Incorporation and until such
director's successor shall have been elected and qualified,
or until such director's earlier death or resignation.  No
director shall be or be deemed to be removed from office
prior to the expiration of such director's term in office
by virtue of a reduction in the number of directors. 
Directors need not be residents of the State of Delaware or
stockholders of the corporation.   

     SECTION 3.  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 Stockholders.

     SECTION 4.  Special Meetings.  Special meetings of the
Board of Directors may be called by or at the request of
the Chairman 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 5.  Notice.  Notice of any special meeting
shall be given at least 48 hours previous thereto by
written notice delivered personally or mailed to each
director at such director's business address, or by
telegram.  If mailed, such notice shall be deemed to be
given when deposited in the United States mail so
addressed, with postage thereon prepaid.  If notice be
given by telegram, such notice shall be deemed to be given
when the telegram is delivered to the telegraph company. 
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 of 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 6.  Quorum.  A majority of the number of
directors fixed by Section 2 of this Article III shall
constitute a quorum for the transaction of business at any
meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the
directors present may adjourn the meeting from time to time
without further notice.

     SECTION 7.  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 8.  Nomination of Directors; Vacancies.
Candidates for director shall be nominated either (i) by
the Board of Directors or a committee appointed by the
Board of Directors or (ii) by nomination at any
stockholders' meeting by or on behalf of any stockholder
entitled to vote at such meeting provided that written
notice of such stockholder's intent to make such nomination
or nominations has been given, either by personal delivery
or by United States mail, postage prepaid, to the secretary
of the corporation not later than (1) with respect to an
election to be held at an annual meeting of stockholders,
ninety (90) days in advance of such meeting, and (2) with
respect to an election to be held at a special meeting of
stockholders for the election of directors, the close of
business on the tenth (10th) day following the date on
which notice of such meeting is first given to
stockholders.  Each such notice shall set forth: (a) the
name and address of the stockholder who intends to make the
nomination and of the person or persons to be nominated;
(b) a representation that the stockholder is a holder of
record of stock of the corporation entitled to vote at such
meeting and intends to appear in person or by proxy at the
meeting to nominate the person or persons specified in the
notice; (c) a description of all arrangements or
understandings between the stockholder and each nominee and
any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be
made by the stockholder; (d) such other information
regarding each nominee proposed by such stockholder as
would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange
Commission had the nominee been nominated, or intended to
be nominated, by the Board of Directors; and (e) the
consent of each nominee to serve as a director of the
corporation if so elected.  The presiding officer of the
meeting may refuse to acknowledge the nomination of any
person not made in compliance with the foregoing procedure.

     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 9.  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 such consent
shall have the same force and effect as a unanimous vote.

     SECTION 10.  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
communication equipment by means of which all persons
participating in the meeting can hear each other, and
participating in a meeting pursuant to this section 10
shall constitute presence in person at such meeting.

     SECTION 11.  Compensation.  The Board of Directors, by
majority vote of the directors then in office and
irrespective of any personal interest of any of its
members, shall have authority to establish reasonable
compensation of all directors for services to the
corporation as directors, officers or otherwise, or to
delegate such authority to an appropriate committee.  The
Board of Directors also shall have authority to provide for
reasonable pensions, disability or death benefits, and
other benefits or payments, to directors, officers and
employees and to their estates, families, dependents and
beneficiaries on account of prior services rendered by such
directors, officers and employees to the corporation.  The
Board of Directors may be paid their expenses, if any, of
attendance at each such meeting of the Board.

     SECTION 12.  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 such director's dissent is entered in the minutes of
the meeting or unless such director files a 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 13.  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 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
stockholders and the contract or transaction is authorized
or approved in good faith by the stockholders 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 stockholders, or
by the Board of Directors, or by a committee thereof.

     SECTION 14.  Indemnification and Insurance.   Each
person who was or is made a party or is threatened to be
made a party to or is involved in any action, suit,
arbitration, mediation or proceeding, whether civil,
criminal, administrative or investigative, whether domestic
or foreign (hereinafter a "proceeding"), by reason of the
fact that he or she, or a person of whom he or she is the
legal representative, is or was a director or officer of
the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of
another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect
to employee benefit plans, whether the basis of such
proceeding is alleged action or inaction in an official
capacity as a director, officer, employee or agent or in
any other capacity while serving as a director, officer,
employee or agent, shall be indemnified and held harmless
by the corporation to the fullest extent not prohibited by
the General Corporation Law of the State of Delaware, as
the same exists or may hereafter be amended (but, in the
case of any such amendment, with respect to alleged action
or inaction occurring prior to such amendment, only to the
extent that such amendment permits the corporation to
provide broader indemnification rights than said law
permitted the corporation to provide prior to such
amendment), against all expense, liability and loss
(including without limitation attorneys' fees and expenses,
judgments, fines, ERISA excise taxes or penalties and
amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection
therewith.  Such indemnification as to such alleged action
or inaction shall continue as to a person who has ceased
after such alleged action or inaction to be a director,
officer, employee or agent and shall inure to the benefit
of his or her heirs, executors and administrators;
provided, however, that, except as provided in the
following paragraph, the corporation shall indemnify any
such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only
if such proceeding (or part thereof) was authorized by the
Board unless such proceeding (or part thereof) is a counter
claim, cross-claim, third party claim or appeal brought by
such person in any proceeding.  The right to
indemnification conferred in this Section shall be a
contract right and shall include the right to be paid by
the corporation the expenses incurred in defending any such
proceeding in advance of its final disposition; provided,
however, that, if the General Corporation law of the State
of Delaware requires, the payment of such expenses incurred
by a director or officer in his or her capacity as a
director or officer (and not in any other capacity in which
service was or is rendered by such person while a director
or officer, including, without limitation, service to an
employee benefit plan) in advance of the final disposition
of a proceeding, shall be made only upon delivery to the
corporation of an undertaking, by or on behalf of such
director or officer, to repay all amounts so advanced if it
shall ultimately be determined by final judicial decision
from which there is no further appeal that such director or
officer is not entitled to be indemnified for such expenses
under this Section or otherwise.  The corporation may, by
action of the Board, provide indemnification to an employee
or agent of the corporation or to a director, trustee,
officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise of
which the corporation owns fifty percent or more with the
same scope and effect as the foregoing indemnification of
directors and officers or such lesser scope and effect as
shall be determined by action of the Board.

     If a claim under the preceding paragraph is not paid
in full by the corporation within thirty days after a
written claim has been received by the corporation, the
claimant may at any time thereafter bring suit against the
corporation to recover the unpaid amount of the claim and,
if successful in whole or in part in any such claim or
suit, or in a claim or suit brought by the corporation to
recover an advancement of expenses under this paragraph,
the claimant shall be entitled to be paid also the expense
of prosecuting or defending any such claim or suit.  It
shall be a defense to any such action (other than an action
brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final
disposition where the required undertaking, if any is
required, has been tendered to the corporation) that the
claimant has not met the applicable standard of conduct
which make it permissible under the General Corporation Law
of the State of Delaware for the corporation to indemnify
the claimant for the amount claimed, but the burden of
proving such defense shall be on the corporation.  Neither
the failure of the corporation (including its Board of
Directors, independent legal counsel, or its stockholders)
to have made a determination prior to the commencement of
such action that indemnification of the claimant is proper
in the circumstances because he or she has met the
applicable standard of conduct set forth in the General
Corporation Law of the State of Delaware, nor an actual
determination by the corporation (including its Board of
Directors, independent legal counsel, or its stockholders)
that the claimant has not met such applicable standard of
conduct set forth in the General Corporation Law of the
State of Delaware, shall be a defense to the action or
create a presumption that the claimant has not met the
applicable standard of conduct.  In any suit brought by
such person to enforce a right to indemnification or to an
advancement of expenses hereunder, or by the corporation to
recover an advancement of expenses hereunder, the burden of
proving that such person is not entitled to be indemnified,
or to have or retain such advancement of expenses, shall be
on the corporation.

     The right to indemnification and the payment of
expenses incurred in defending a proceeding in advance of
its final disposition conferred in this Section shall not
be exclusive of any other right which any person may have
or hereafter acquire under any statute, provision of the
Certificate of Incorporation, By-law, agreement, vote of
stockholders or disinterested directors or otherwise.

     The corporation may maintain insurance, at its
expense, to protect itself and any director, officer,
employee or agent of the corporation or another
corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss,
whether or not the corporation would have the power to
indemnify such person against such expense, liability or
loss under the General Corporation Law of the State of
Delaware.

     In the event that any of the provisions of this
Section 14 (including any provision within a single
section, paragraph or sentence) is held by a court of
competent jurisdiction to be invalid, void or otherwise
unenforceable, the remaining provisions are severable and
shall remain enforceable to the full extent permitted by
law.

     SECTION 15.  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 to consist of one or more of the directors of the
corporation.  The Board may designate one or more directors
as alternate committee members, who may replace any absent
or disqualified member at any committee meeting.  In the
absence or disqualification of a committee member, the
member or members present at any meeting and not
disqualified from voting, whether such member or members
constitute a quorum, may unanimously appoint another
director to act at the meeting in place of the absent or
disqualified member.  Any such committee 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 or authority
in reference to amending the Certificate of Incorporation
(except that a committee may, to the extent authorized in
the resolution(s) providing for the issuance of shares of
stock adopted by the Board, fix any of the preferences or
rights of such shares relating to dividends, redemption,
dissolution, any distribution of assets of the corporation
or the conversion into, or the exchange of such shares for,
shares of any other class or classes or any other series of
the same or any other class or classes of stock of the
corporation), adopting an agreement of merger or
consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the
corporation's property and assets, recommending to the
stockholders 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.

                            ARTICLE IV
                             OFFICERS
                             --------

     SECTION 1.  Number.  The officers of the corporation
shall be a Chairman of the Board (who must be a member of
the Board of Directors and who also may be an employee of
the corporation), a Chief Executive Officer, a President,
one or more Vice Presidents (the number thereof to be
determined by the Board of Directors), a Secretary, a
Treasurer and a Controller, each of whom shall be elected
by the Board of Directors.  The Board of Directors may also
elect a Chief Operating Officer and one or more Group
Presidents and may designate one or more of the Vice
Presidents as Executive Vice Presidents or Senior Vice
Presidents.  Such other officers and assistant officers and
agents as may be deemed necessary may be elected or
appointed 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.

     SECTION 2.  Election and Term of Office.  The 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 stockholders.  If the
election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as
convenient.  Each officer shall hold office until such
officer's successor shall have been duly elected or until
such officer's death or until such officer shall resign or
shall have been removed in the manner hereinafter provided.

     SECTION 3.  Removal.  Any officer or agent elected or
appointed 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 or
appointment shall not of itself create contract rights.

     SECTION 4.  Vacancies.  A vacancy in any 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 5.  Chairman of the Board.  The Chairman of the
Board shall preside at all meetings of the Board of
Directors and stockholders.

   SECTION 6.  Chief Executive Officer.  The Chief
Executive Officer shall be the principal executive officer
of the corporation and, subject to the control of the Board
of Directors, shall supervise and control all of the
business and affairs of the corporation, and establish
current and long-range objectives, plans and policies.  The
Chief Executive Officer shall have authority, subject to
such rules as may be prescribed by the Board of Directors,
to appoint such agents and employees of the corporation as
the Chief Executive Officer shall deem necessary, to
prescribe their powers, duties and compensation, and to
delegate authority to them.  Such agents and employees
shall hold office at the discretion of the Chief Executive
Officer.  The Chief Executive Officer shall have authority
to sign, execute and acknowledge, on behalf of the
corporation, all deeds, mortgages, bonds, stock
certificates, contracts, leases, reports and all other
documents or instruments necessary or proper to be executed
in the course of the corporation's regular business or
which shall be authorized by resolution of the Board of
Directors; and, except as otherwise provided by law or the
Board of Directors, the Chief Executive Officer may
authorize the President, an Executive Vice President,
Senior Vice President, or other officer or agent of the
corporation to sign, execute and acknowledge such documents
or instruments in the Chief Executive Officer's place and
stead.  In general, the Chief Executive Officer shall
perform all duties incident to the office of Chief
Executive Officer and such other duties as may be
prescribed by the Board of Directors from time to time.  In
the absence of the Chairman of the Board, the Chief
Executive Officer shall, when present, preside at all
meetings of the stockholders and the Board of Directors.

     SECTION 7.  President.  The President shall direct,
administer and coordinate the activities of the corporation
in accordance with policies, goals and objectives
established by the Chief Executive Officer and the Board of
Directors.  The President shall also assist the Chief
Executive Officer in the development of corporate policies
and goals.  In the absence of both the Chairman of the
Board and the Chief Executive Officer, the President shall,
when present, preside at all meetings of the stockholders
and the Board of Directors.

    SECTION 8.  The Chief Operating Officer, Group
Presidents and the Vice Presidents.  In the absence of the
President or in the event of the President's death,
inability or refusal to act, the Chief Operating Officer,
the Group Presidents and the Executive Vice Presidents in
the order designated at the time of their election, or, in
the absence of any designation, then in the order of their
election (or in the event there be no Chief Operating
Officer, Group Presidents or Executive Vice Presidents or
they are incapable of acting, the Senior Vice Presidents in
the order designated at the time of their election, or, in
the absence of any designation, then in the order of their
election) shall perform the duties of the President, and
when so acting shall have all the powers of and be subject
to all the restrictions upon the President.  The Board of
Directors may designate certain Vice Presidents as being in
charge of designated divisions, plants, or functions of the
corporation's business and add appropriate description to
their title.  Any Chief Operating Officer, Group President
or Vice President may sign, with the Secretary or an
Assistant Secretary, certificates for shares of the
corporation; and shall perform such other duties as from
time to time may be assigned to such Chief Operating
Officer, Group President or Vice President by the Chief
Executive Officer or by the Board of Directors.

    SECTION 9.  The Secretary.  The Secretary shall:  (a)
keep the minutes of the stockholders' and of the Board of
Directors' meetings in one or more books provided for that
purpose; (b) see that all notices are duly given in
accordance with the provisions of these Bylaws or as
required by law; (c) be custodian of the corporate records
and of the seal of the corporation and see that the seal of
the corporation is affixed to all documents, the execution
of which on behalf of the corporation under its seal is
duly authorized; (d) keep or cause to be kept a register of
the post office address of each stockholder which shall be
furnished to the Secretary by such stockholder; (e) sign
with the Chief Executive Officer, President, or any Vice
President, certificates for shares of the corporation, the
issuance of which shall have been authorized by resolution
of the Board of Directors; (f) have general charge of the
stock transfer books of the corporation; and (g) in
general, perform all duties incident to the office of
Secretary and such other duties as from time to time may be
assigned to the Secretary by the Chief Executive Officer or
by the Board of Directors.

   SECTION 10.  The Treasurer.  The Treasurer shall give a
bond for the faithful discharge of the Treasurer's duties
in such sum and with such surety or sureties as the Board
of Directors shall determine.  The Treasurer shall:  (a)
have charge and custody of and be responsible for all funds
and securities of the corporation; receive and give
receipts for monies due and payable to the corporation from
any source whatsoever, and deposit all such monies in the
name of the corporation in such banks, trust companies or
other depositories as shall be selected in accordance with
the provisions of Article VI of these Bylaws; and (b) in
general, perform all of the duties incident to the office
of Treasurer and such other duties as from time to time may
be assigned to the Treasurer by the Chief Executive Officer
or by the Board of Directors.

     SECTION 11.  The Controller.  The Controller shall: 
(a) keep, or cause to be kept, correct and complete books
and records of account, including full and accurate
accounts of receipts 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 the Controller by
the Chief Executive Officer or by the Board of Directors.

     SECTION 12.  Assistant Secretaries and Assistant
Treasurers.  The Assistant Secretaries may sign with the
President, or any Vice President, certificates for shares
of the corporation, the issuance of which shall have been
authorized by a resolution of the Board of Directors. 
Assistant Treasurers shall respectively give bonds for the
faithful discharge of their duties in such sums and with
such sureties as the Board of Directors shall determine. 
The Assistant Secretaries and Assistant Treasurers, in
general, shall perform such duties as shall be assigned to
them by the Secretary or the Treasurer, respectively, or by
the Chief Executive Officer or the Board of Directors.

     SECTION 13.  Salaries.  The salaries of the officers
shall be fixed from time to time by the Board of Directors
and no officer shall be prevented from receiving such
salary by reason of the fact that such officer is also a
director of the corporation.

                           ARTICLE V
                    APPOINTED EXECUTIVES
                    --------------------

     SECTION 1.  Vice Presidents.  The Chief Executive
Officer may appoint, from time to time, as the Chief
Executive Officer may see fit, and fix the compensation of,
one or more Vice Presidents whose title will include words
describing the function of such Vice President's office and
the group, division or other unit of the Company in which
such Vice President's office is located.  Each of such
appointed Vice Presidents shall hold office during the
pleasure of the Chief Executive Officer, shall perform such
duties as the Chief Executive Officer may assign, and shall
exercise the authority set forth in the Chief Executive
Officer's letter appointing such Vice President.

     SECTION 2.  Assistants.  The Chief Executive Officer
may appoint, from time to time, as the Chief Executive
Officer may see fit, and fix the compensation of, one or
more Assistants to the Chairman, one or more Assistants to
the President, and one or more Assistants to the Vice
Presidents, each of whom shall hold office during the
pleasure of the Chief Executive Officer, and shall perform
such duties as the Chief Executive Officer may assign.

                            ARTICLE VI
               CONTRACTS, LOANS, CHECKS AND DEPOSITS
               -------------------------------------

     SECTION 1.  Contracts.  The Board of Directors may
authorize 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 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 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 VII
             CERTIFICATE 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 Chief Executive
Officer, President, or any Vice President and by the
Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant 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 such
person 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.

     All certificates surrendered to the corporation for
transfer shall be canceled and no new certificate shall be
issued until the former certificate for a like number of
shares shall have been surrendered and canceled, except
that in the case of a lost, destroyed or mutilated
certificate, a new one may be issued therefor upon such
terms and indemnity to the corporation as the Board of
Directors may prescribe.

     SECTION 2.  Transfer of Shares.  Transfer of shares of
the corporation shall be made only on the stock ledger of
the corporation by the holder of record thereof or by such
person's legal representative, who shall, if so required,
furnish proper evidence of authority to transfer, or by
such person's attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the
corporation, and on surrender for cancellation of the
certificate for such shares.  The person in whose name
shares stand on the books of the corporation shall be
deemed by the corporation to be the owner thereof for all
purposes.

                          ARTICLE VIII
                           FISCAL YEAR
                          ------------

     The fiscal year of the corporation shall begin on the
first day of November and end on the thirty-first day of
October in each year.


                           ARTICLE IX
                            DIVIDENDS
                           ----------

     The Board of Directors may from time to time declare,
and the corporation may pay, dividends on its outstanding
shares in the manner and upon the terms and conditions
provided by law and by the Articles of Incorporation.


                            ARTICLE X
                               SEAL
                            ---------
     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 XI
                         WAIVER OF NOTICE
                         ----------------

     Whenever any notice is required to be given to any
stockholder or director of the corporation under the
provisions of these Bylaws or under the provisions of the
Articles of Incorporation or under the provisions of the
Delaware General Corporation Law, a waiver thereof in
writing, signed at any time by the person or persons
entitled to such notice of the meeting, shall be deemed
equivalent to the giving of such notice.


                            ARTICLE XII
                             AMENDMENTS
                             ----------

     These Bylaws may be amended or repealed and new Bylaws
may be adopted by the Board of Directors at any regular or
special meeting thereof only with the affirmative vote of
at least 80% of the total number of Directors.

                                   EXHIBIT 23

         CONSENT OF INDEPENDENT ACCOUNTANTS


          We hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our
report dated November 29, 1993, except as to Notes 8, 10,
and 17, which are as of October 19, 1994, appearing on page
40 of the Harnischfeger Industries, Inc. Annual Report on
Form 10-K/A (Amendment No. 2) for the year ended October
31, 1993.


/s/PRICE WATERHOUSE

PRICE WATERHOUSE LLP

Milwaukee, Wisconsin
January 9, 1995


                              Exhibit 99.1

                JOY TECHNOLOGIES INC.
     1991 STOCK OPTION AND EQUITY INCENTIVE PLAN


1.   Purpose

     The purpose of the Joy Technologies 1991 Stock Option
     and Equity Incentive Plan (the "Plan") is to provide
     an incentive to, and a reward for, certain employees
     (selected as hereinafter set forth) of Joy
     Technologies Inc. (the "Company") and its
     subsidiaries (as defined below) by granting to such
     employees ("Key Employees"), Directors and Officers
     the following cumulative rights: (i) incentive stock
     options (the "ISOs") within the meaning of Section
     422 of the Internal Revenue Code of 1986, as amended
     (the "Code") to acquire Class A Common Stock, par
     value $.01 per share of the Company (the "Common
     Stock"); (ii) options not constituting ISOs (the
     "NQSOs"), to acquire Common Stock; and (iii) stock
     appreciation rights ("SARs").  For purposes of the
     Plan, "subsidiaries" shall include any corporation in
     which the Company shall own, directly or indirectly,
     50 percent or more of the securities entitled to vote
     at the election of directors for such corporation.

2.   Effective Date and Term of Plan

     (a)  The Plan was approved by the Board on November
          12, 1991.  The Plan will become effective
          immediately upon approval thereof by the
          Company's shareholders (the "Effective Date").

     (b)  Unless sooner terminated, the Plan shall
          continue in effect from the Effective Date
          until the tenth anniversary thereof.  In no
          event shall an ISO be granted more than ten
          years after the Effective Date.  Options or
          SARs granted prior to the termination of the
          Plan shall remain in effect until their
          exercise, surrender, cancellation or expiration
          in accordance with their terms.

3.   Stock Subject to the Plan

     (a)  Subject to adjustment as provided in Section 14
          below, the aggregate number of shares of Common
          Stock to be delivered upon exercise of all
          Options granted under the Plan shall not exceed
          One Million Five Hundred Thousand (1,500,000),
          subject to adjustment in accordance with
          Section 14 hereof.

     (b)  If any Option granted under the Plan expires,
          terminates or is cancelled without having been
          exercised in full, the number of shares of
          Common Stock as to which the Option has not
          been exercised shall become available for
          further grants under the Plan; provided that in
          no event shall the aggregate of (i) shares of
          Common Stock issued, or issuable, on exercise
          of Options, plus (ii) the number of SARs
          exercised, or exercisable (less those which, if
          exercised, would cancel outstanding Options)
          hereunder, exceed the limit set forth in
          Section (a) above.

     (c)  Upon exercise of an Option, the Company may
          issue authorized but unissued shares of Common
          Stock, shares of Common Stock held in its
          treasury, or both.  There shall be reserved at
          all times for issuance under the Plan the
          maximum number of shares of Common Stock
          (either authorized but unissued shares or
          shares held in the treasury of the Company or
          both) subject to all Options that may be
          granted under the Plan.

     (d)  Shares of Common Stock issued upon the exercise
          of an Option shall be fully paid and
          nonassessable.

     (e)  Unless otherwise determined by the Committee
          (as defined below) no fractional share of
          Common Stock shall be issued or transferred
          upon exercise of an Option under the Plan.

4.   Administration of the Plan

     (a)  Committee.  The Plan shall be administered by a
          Committee of the Board of Directors (the
          "Committee").  The Committee shall consist of
          not less than two members, all of whom shall be
          Directors who are "disinterested within the
          meaning of Rule 16b-3(c)(2)(i) of the
          Securities Exchange Act of 1934, as amended
          (the "1934 Act").  The Committee shall be
          appointed by, and serve at the pleasure of, the
          Board of Directors.

     (b)  Authority.  Subject to the specific limitations
          and restrictions set forth in the Plan, the
          Committee shall have the authority: (i) to
          grant ISO's to such Key Employees as the
          Committee shall select; (ii) to grant NQSOs to
          such Employees and Directors as the Committee
          shall select (the grantee of an ISO or NQSO
          being hereinafter referred to as an
          "Optionee"); (iii) to grant SAR's in tandem
          with ISOs or NQSOs, as further described below;
          (iv) to make all determinations necessary or
          desirable for the administration of the Plan
          including, within any applicable limits
          specifically set out in the Plan, the number of
          shares of Common Stock that may be purchased
          under an Option, the price at which an Option
          may be exercisable, and the period during which
          an Optionee must remain in the employ of the
          Company or a subsidiary of the Company prior to
          the exercise of an Option; (v) to correct any
          defect, supply any omission or reconcile any
          inconsistency in the Plan or in any Option or
          SAR granted under the Plan, in a manner that
          the Committee deems necessary or desirable;
          (vi) to amend any Option or SAR granted under
          the Plan, subject to the provisions of the
          Plan, and (vii) to grant to Optionees in
          exchange for their surrender of Options or
          SARs, new Options or SARs containing such other
          terms and conditions as the Committee, in its
          discretion and subject to the provisions of the
          Plan, shall deem necessary or desirable.  Any
          determination made by the Committee in
          connection with its administration of the Plan
          shall be conclusive and binding upon all
          Optionees.  Nothing in this Section 4(b) shall
          give the Committee the power to increase the
          total number of shares of Common stock that may
          be purchased on exercise of Options (except as
          provided in Section 14 below) or to take any
          other action inconsistent with the limitations
          described in Section 3(a) and 3(b) above, or
          extend the period during which an ISO is
          exercisable beyond ten years (or five years in
          the case of a Ten Percent Shareholder) from the
          date of grant thereof. 

     (c)  Liability/Protection.  No member of the
          Committee shall be liable, in the absence of
          bad faith, for any act or omission with respect
          to serving as a member of the Committee. 
          Service as a member of the Committee shall
          constitute service as a member of the Board of
          Directors so that members of the Committee
          shall be entitled to indemnification for their
          service on the Committee to the full extent
          provided for service as members of the Board of
          Directors.

5.   Eligibility.  The Committee shall determine the Key
     Employees, other employees and Directors and Officers
     of the Company and its subsidiaries and other
     individuals to whom Options and SARs shall be granted
     and, subject to Sections 3(a) and 3)b) above, and
     Sections 6(d) and 14 below, the number of shares of
     Common Stock that may be purchased under each Option.

6.   Option Grants.      

     (a)  Option Agreement.  Each Option granted under
          the Plan shall be evidenced by a stock option
          agreement (the "Option Agreement").  The Option
          Agreement shall be subject to the terms and
          conditions of the Plan and may contain
          additional terms and conditions (which may vary
          from Optionee to Optionee) not inconsistent
          with Plan, as the Committee may deem necessary
          or desirable.  The Committee may, at any time,
          amend an Option Agreement, subject to the
          provisions of the Plan.  Appropriate officers
          of the Company are hereby authorized to execute
          and deliver Option Agreements, and amendments
          thereto, in the name of the Company.

     (b)  Option Price.  The Option Price of each share
          of Common Stock purchasable under an Option
          granted under the Plan shall be determined by
          the Committee at the time the Option is granted
          and shall be specified in the Option Agreement. 
          The Option Price shall not be less than (i) in
          the case of a grant of an ISO to a Key Employee
          who, at the time of the grant, is not a Ten
          Percent Shareholder (as defined below), 100
          percent of the fair market value of a share of
          Common Stock as determined on the date the
          Option is granted, (ii) in the case of a grant
          of an ISO to a Key Employee who, at the time of
          grant, owns stock representing more than ten
          percent of the total combined voting power of
          all classes of stock of the Company or of any
          subsidiary (a "Ten Percent Stockholder"), 110
          percent of the fair market value of a share of
          Common Stock as determined on the date the
          Option is granted, or (iii) in the case of a
          Nonqualified Stock Option, the price determined
          by the Committee.  The fair market value of a
          share of Common Stock for purposes of
          determining the Option Price shall be
          determined by the Committee in accordance with
          any reasonable method of valuation consistent
          with applicable requirements of Federal tax
          law, including, as applicable, the provisions
          of Section 422(c)(7) of the Internal Revenue
          Code of 1986, as amended.  The Option Price
          shall be subject to adjustment in accordance
          with Section 14 hereof.

     (c)  Number of Shares of Common Stock.  Each Option
          Agreement shall specify the number of shares of
          Common Stock which the Optionee may purchase. 
          The Committee shall have the authority to allow
          a form of payment other than cash.

     (d)  Option Term.  The Committee shall have the
          authority to determine in its discretion the
          length of the option term.  Notwithstanding the
          preceding sentence, the option term shall not
          be longer than ten (10) years from the date of
          grant.

7.   Exercise of Options.

          General Rules.  Subject to applicable law and
          other terms and conditions of the Plan,
          including the limitations and restrictions set
          forth in Section 6 above, and Section 8 below,
          an Option granted under the Plan shall be
          exercisable at such time, or times, upon the
          occurrence of such event or events for such
          period or periods, in such amount or amounts,
          and upon the satisfaction of such terms and
          conditions including, without limitation, terms
          and conditions relating to notice of exercise,
          the date the Option is deemed exercised,
          delivery and transferability of shares and
          withholding of taxes, as the Committee shall
          determine and specify in the Option Agreement. 
          The aggregate fair market value (determined at
          the time the option is granted) of the Common
          Stock with respect to which an ISO or ISOs
          granted to any Key Employee is/are to become
          exercisable for the first time during any
          calendar year (under the Plan and any other
          plan of the Company and its subsidiary
          corporations) shall not exceed One Hundred
          Thousand Dollars ($100,000).  The application
          of the limitation set forth in the preceding
          sentence to any individual Option shall be
          determined by the Committee subject to
          applicable rules and regulation under Section
          422 of the Code.  However, no option granted
          hereunder may provide for exercise in the form
          of stock or other securities of the Company
          unless the plan meets the requirements of Rule
          16(b)(3) of the 1934 Act (17 CFR 240.16b-3).

8.   Expiration of Options.  The unexercised portion of
     any Option granted under the Plan shall automatically
     and without notice expire and become null and void at
     the time of the earliest to occur of the following:

     (a)  the expiration of ten years from the date on
          which the Option is granted or such shorter
          term as may be specified in the Option
          Agreement; or 

     (b)  the expiration of the period specified in the
          Option Agreement following the termination of
          the Optionee's employment with the Company. 
          Anything to the contrary notwithstanding, in
          the case of an ISO, such Option shall by its
          terms not be exercisable after the expiration
          of ten years (or, in the case of a Ten Percent
          Stockholder, five years) from the date such
          Option is granted.

9.   Terms and Conditions of SARs.

     (a)  General.  The Committee may, in its sole
          discretion, grant an SAR to a Key Employee,
          other employee or Director (the "Option
          Holder") in tandem with an Option granted under
          the Plan.  An SAR shall entitle the Option
          Holder to receive for each share of Common
          Stock ("Share") as to which the SAR is
          exercisable, an amount in cash equal to the
          excess of the fair market value of such Share
          over the exercise price per share of the tandem
          Option.  The SAR shall be subject to such
          additional terms and conditions as the
          Committee shall determine, which terms and
          conditions shall be set forth in the Option
          Agreement.

     (b)  Exercise.  Exercise of an SAR shall reduce the
          number of shares of Common Stock subject to the
          tandem Option on a share-for-share basis, and
          the exercise of an Option shall reduce the
          number of shares subject to the tandem SAR on a
          share-for-share basis as well.

     (c)  Payment.  An Option Holder is entitled to
          payment upon exercise of an SAR only if, and to
          the extent that, the Option Holder exercises
          such SAR during the period beginning on the
          third business day following the date of
          release for publication of the Company's
          quarterly or annual statements of sales and
          earnings and ending the twelfth business day
          following such date.

10.  Non-Transferability of Options and SARs.  No Option
     or SAR granted under the Plan shall be transferable
     by an Optionee other than by will or the laws of
     descent or distribution.  During the lifetime of an
     Optionee, an Option or SAR shall be exercisable only
     by the Optionee.  Any attempt to transfer, assign,
     pledge, hypothecate, or otherwise dispose of, or to
     subject to execution, attachment or similar process,
     any Option or SAR other than as permitted above shall
     be null and void and of no effect, and shall result
     in the forfeiture of all rights as to such option or
     SAR.

11.  Optionee to Have No Rights as Stockholder.  Until an
     Optionee has made payment of the Option Price, has
     paid or has had satisfied any applicable withholding
     taxes, and has had issued to him a certificate or
     certificates for the shares of Common Stock so
     acquired, the Optionee shall have no rights as a
     stockholder of the Company with respect to the Common
     Stock.

12.  Limitation on Issue of Transfer of Shares. 
     Notwithstanding any provision of the Plan or the
     terms of any Option or SAR granted pursuant to the
     Plan, the Company shall not be required to issue any
     shares of Common Stock if such issue or transfer
     would, in the judgment of the Committee, constitute a
     violation of any state or federal law or the rules or
     regulations of any governmental regulatory body or
     any securities exchange.

13.  No Right to Continued Employment.  Neither an Option
     nor an SAR granted under the Plan shall confer upon
     an Optionee any right to continued employment with
     the Company or its subsidiaries, nor shall it
     interfere in any way with the right of the Company or
     its subsidiaries to terminate an Optionee's
     employment at any time.

14.  Adjustments for Change in Capital Structure and
     Special Transactions.

     (a)  Recapitalization, etc.  In the event of a stock
          dividend, stock split or recapitalization or a
          corporate reorganization in which the Company
          is a surviving corporation, including without
          limitation a merger, consolidation, split-up or
          spin-off or a liquidation or distribution of
          securities or assets (other than cash
          dividends), the number or kinds of shares
          subject to the Plan or to any Option or SAR
          previously granted and the Option Price may be
          adjusted by the Committee as it determines in
          its reasonable discretion.  Any fractional
          share resulting from such adjustment may be
          eliminated at the discretion of the Committee.

     (b)  Special Transactions.  In the event of a
          merger, consolidation or other form of
          reorganization of the Company with or into
          another corporation (other than a merger,
          consolidation or other form of reorganization
          in which the Company is the surviving
          corporation), a sale or transfer of all or
          substantially all of the assets of the Company
          or a tender or exchange offer made by any
          corporation, person or entity (other than an
          offer made by the Company), the Committee,
          either before or after the merger,
          consolidation or other form of reorganization,
          may take such action as it determines in its
          reasonable discretion with respect to the
          number or kinds of shares subject to the Plan,
          any Option or SAR granted under the Plan.  Such
          action by the Committee may include (but shall
          not be limited to) the following:

          (i)  accelerating the full exercisability of
               an Option or SAR during such period as
               the Committee shall prescribe following
               the public announcement of such merger,
               consolidation, other form or
               reorganization, sale or transfer of
               assets or tender or exchange offer;

          (ii) permitting an Optionee at any time during
               such period as the Committee shall
               prescribe in connection with such merger,
               consolidation, other form or
               reorganization, sale or transfer of
               assets or tender or exchange offer to
               surrender his Option or SAR, or both (or
               any portion thereof), to the Company in
               exchange for a cash payment in an amount
               and in a manner determined by the
               Committee; or

          (iii)     requiring an Optionee, at any time in
                    connection with such merger,
                    consolidation, other form of
                    reorganization, sale or transfer of
                    assets or tender or exchange offer, to
                    surrender his Option or SAR (or any
                    portion thereof) to the Company (A) in
                    exchange for a cash payment as described
                    in clause (ii) above, or (B) in exchange
                    for, and subject to shareholder approval
                    of, a substitute option or a substitute
                    SAR issued by the corporation surviving
                    such merger, consolidation or other form
                    of reorganization (or an affiliate of
                    such corporation), or the corporation
                    acquiring such assets (or an affiliate of
                    such corporation), which the Committee,
                    in its sole discretion, determines to
                    have a value substantially equivalent to
                    the value of the Option or SAR
                    surrendered.

15.  Withholding.  Whenever under this Plan any payments
     are to be made in cash, such payments may be made net
     on any amount sufficient to satisfy federal, state
     and local withholding tax requirements.

16.  Application of Proceeds.  The proceeds received by
     the Company from the issuance of shares of Common
     Stock under the plan shall be used for general
     corporate purposes.

17.  Amendment, Suspension or Termination of the Plan. 
     The Board of Directors may, at any time, amend,
     suspend or terminate any and all parts of the Plan in
     addition to any Option or SAR granted under the Plan
     in such respects as the Board of Directors shall deem
     necessary or desirable, except that no such action
     may be taken which would impair the rights of any
     Optionee with respect to any Option or SAR previously
     granted under the Plan without the Optionee's
     consent.

18.  Governing Law.  The Plan shall be governed by the
     laws of the State of New York without regard to the
     principles of conflict of laws.  In case any one or
     more of the provisions contained herein are for any
     reason deemed to be invalid, illegal or unenforceable
     in any respect by a judicial body such illegality,
     invalidity or unenforceability shall not effect any
     other provision of this Plan.  This Plan shall be
     construed as if such invalid, unenforceable or
     illegal provision had never been contained herein.

19.  References.  In the event of the death of an
     Optionee, an Option Holder or a holder of an SAR, or
     a judicial determination of his/her physical or
     mental incompetence, reference in the Plan to the
     Optionee or Option Holder or the holder of an SAR
     shall be deemed, where appropriate, to refer to
     his/her beneficiary or his/her legal representative.


                                   EXHIBIT 99.2

               AMENDMENT NO. 1 TO THE
                JOY TECHNOLOGIES INC.
     1991 STOCK OPTION AND EQUITY INCENTIVE PLAN

     THIS AMENDMENT ("AMENDMENT") DATED AS OF NOVEMBER 29,
1994, to the Joy Technologies Inc. 1991 Stock Option and
Equity Incentive Plan, ("Stock Option Plan") of Joy
Technologies Inc. ("JTI") is made pursuant to Paragraph 17
of the Stock Option Plan.

     WHEREAS, under the terms of the Stock Option Plan,
certain key employees (each an "Optionee") of JTI have
previously been granted rights with respect to options
under the terms of the Stock Option Plan;

     WHEREAS, on November 29, 1994, Harnischfeger
Industries, Inc. ("HII") acquired JTI through a stock-for-
stock merger;

     WHEREAS, the Stock Option Plan provides for the
adjustment of outstanding JTI options in the event of such
a merger;

     WHEREAS, JTI and HII have taken steps to memorialize
such adjustment of outstanding JTI options through
amendments to individual Stock Option Agreements with
Optionees; and

     WHEREAS, it is in the best interests of JTI and the
Optionees to amend the Stock Option Plan to provide for the
issuance of HII Common Stock, $1.00 par value per share,
("HII Stock") upon the exercise of options outstanding
under the Stock Option Plan as of the date of the merger
and for the continued administration of the Stock Option
Plan following the merger.

     NOW THEREFORE, in consideration of the foregoing:

A.   As of November 29, 1994, the Stock Option Plan is
amended as follows:

     I.   Paragraph 3 (a) is amended to read as follows"

          "Subject to adjustment as provided in Section
          14 below, the aggregate number of shares of
          Common Stock to be delivered upon exercise of
          all Options granted under the Plan shall not
          exceed Five Hundred Seventy Two Thousand Eight
          Hundred Ninety (572,890), subject to adjustment
          in accordance with Section 14 hereof."

     II.  Paragraph 3 (c) is amended to read as follows:

          "Upon exercise of an Option, the Company shall
          deliver shares of HII Common Stock."

     III. Paragraph 3 (d) is amended to read as follows:

          "Shares of HII Common Stock delivered upon
          exercise of an Option shall be fully paid and
          nonassessable, except that, under the Wisconsin
          Business Corporation Law, as interpreted by the
          Supreme Court of Wisconsin, the stockholders of
          HII, as stockholders of a corporation which is
          qualified to do business and has its principal
          place of business in Wisconsin, shall in
          certain circumstances be personally liable to
          employees of HII in an amount equal to the
          consideration paid for the stock owned by such
          stockholders for the debts owing such employees
          for services performed for HII, but not
          exceeding six month's service in any case."

     IV.  Paragraph 4 (a) is amended to read as follows:

          "Committee.  The Plan shall be administered by
          a committee (the "Committee") which shall be
          the Human Resources Committee of the Board of
          Directors of HII or such other committee that
          administers the stock option programs of HII."

     V.   References in Paragraphs 11, 12, 14 and 16 to
          "Company" and "Common Stock" shall mean HII and
          HII Stock, respectively.

B.   Except as modified as set forth above, the Stock
Option Plan shall remain unchanged and in full force and
effect.

     IN WITNESS WHEREOF, the Board of Directors of JTI
have caused this amendment to be executed as of the date
and year first written above.


/s/ Jeffery T. Grade
- -------------------------                           
Jeffery T. Grade


/s/ Francis M. Corby, Jr.
- -------------------------                              
Francis M. Corby, Jr.


/s/ K. Thor Lundgren
- -------------------------                               
K. Thor Lundgren
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Registration No. 33-     

As filed with the Securities and Exchange Commission on
January 9, 1995
- -----------------------------------------------------------
- -----------------------------------------------------------
                      FORM S-8

               REGISTRATION STATEMENT
                        UNDER
             THE SECURITIES ACT OF 1933
                    ------------

           HARNISCHFEGER INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)

          DELAWARE               39-1566457
     (State or other               (I.R.S. Employer
     jurisdiction of               Identification No.)
     incorporation or 
       organization)

     13400 Bishops Lane, Brookfield, Wisconsin    53005
     (Address of Principal Executive Offices) (Zip Code)
     
                    -------------
                JOY TECHNOLOGIES INC.
                1991 STOCK OPTION AND
                EQUITY INCENTIVE PLAN
              (Full title of the plan)

                    --------------
                    ERIC B. FONSTAD, ESQ.                        
  Senior Corporate Counsel and Assistant Secretary               
           Harnischfeger Industries, Inc.                   
                 13400 Bishops Lane                         
             Brookfield, Wisconsin 53005                    

       (Name and address of agent for service)

                    (414)671-4400
(Telephone number, including area code, of agent for
service)

                    -------------

                          CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------
Proposed
                                   Proposed       Maximum             
Title of Securities                Maximum        Aggregate Amount of
     to be               Amount to be   Offering Price Offering  Registration   
Registered (1)      Registered (2) Per Share (3)  Price (3) Fee
- -----------------------------------------------------------------------------------------------
Common Stock,
$1 par value        572,890 shares $27.6875       $15,861,891    $5,469.62
                                    
- -----------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------
(1)  Including one preferred share purchase right
     appertaining to each share of Common Stock pursuant
     to a Rights Agreement dated as of February 8, 1989
     between the Registrant and the First National Bank of
     Boston, as Rights Agent.

(2)  Pursuant to Rule 416, this Registration Statement
     shall be deemed to cover any additional shares of
     Common Stock issuable pursuant to the antidilution
     provisions of the Plan.

(3)  Pursuant to Rule 457(h), estimated solely for the
     purpose of computing the registration fee, based upon
     the average of the high and low sales prices of the
     Registrant's Common Stock on January 6, 1995; as
     reported in The Wall Street Journal.

                       PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Information specified in Part I of Form S-8 (Items 1
and 2) will be sent or given to Plan participants as
specified by Rule 428(b)(1) under the Securities Act of
1933.

                       PART II

 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents filed by Harnischfeger
Industries, Inc. (the "Registrant") (Commission File No. 1-
9299) with the Securities and Exchange Commission (the
"Commission") pursuant to Section 13 of the Securities
Exchange Act of 1934 (the "1934 Act") are incorporated
herein by reference:

     (a)  Annual Report on Form 10-K for the fiscal year
          ended October 31, 1993;

     (b)  Quarterly Reports on Form 10-Q for the
          quarterly periods ended January 31, 1994, April
          30, 1994 and July 31, 1994;

     (c)  Current Reports on Form 8-K dated August 22,
          1994, September 8, 1994, September 12, 1994 and
          November 29, 1994;

     (d)  Form 10-KA dated September 12, 1994, Amendment
          No. 1 to Report on Form 10-K for the fiscal
          year ended October 31, 1993;

     (e)  Form 10-KA dated October 27, 1994, Amendment
          No. 2 to Report on Form 10-K for the fiscal
          year ended October 31, 1993;

     (f)  Form 10-QA dated December 13, 1994, Amendment
          No. 1 to Report on Form 10-Q for the quarterly
          period ended July 31, 1994; and

     (g)  Current Report on Form 8-K dated March 25,
          1992, including specifically the description of
          the Registrant's Common Stock in item 5
          thereof, which updates the description
          contained in the Registrant's Statement on Form
          8-B filed on October 20, 1986.

     All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934
Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have
been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of
the filing of such documents.

     Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes hereof to
the extent that a statement contained herein or in any
other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part hereof.

Item 4.  Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable

Item 6.  Indemnification of Directors and Officers.

     Section 145 of the General Corporation Law of the
State of Delaware permits indemnification of directors,
officers, employees and agents of corporations under
certain conditions and subject to certain limitations. 
Section 14 of Article III of the Registrant's Bylaws
provides for indemnification of any director, officer,
employee or agent of the Registrant, or any person serving
in the same capacity in any other enterprise at the request
of the Registrant, under certain circumstances.  Article 6
of the Registrant's Certificate of Incorporation eliminates
the liability of directors of the Registrant under certain
circumstances for breaches of fiduciary duty to the
Registrant and its stockholders, as permitted by Section
102(b)7 of the Delaware General Corporation Law.

     The Registrant is insured against certain liabilities
which it may incur by reason of Section 14, Article III, of
its Bylaws.  In addition, officers and directors are
insured, at the expense of the Registrant, against certain
liabilities which might arise out of their employment and
which might not be subject to indemnification under the
Bylaws.

Item 7.  Exemption from Registration Claimed.

     Not applicable

Item 8.  Exhibits

     See Exhibit Index following Signature page in this
Registration Statement, which Exhibit Index is incorporated
herein by reference.

Item 9.  Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which
offers or sales are being made, a post-effective amendment
to this Registration Statement:

          (i)  To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;

          (ii) To reflect in the prospectus any facts or
               events arising after the effective date
               of the Registration Statement (or the
               most recent post-effective amendment
               thereof) which, individually or in the
               aggregate, represent a fundamental change
               in the information set forth in the
               Registration Statement:

          (iii)     To include any material information with
                    respect to the plan of distribution not
                    previously disclosed in the registration
                    statement or any material change to such
                    information in the Registration
                    Statement;

          Provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply if the Registration Statement
is on Form S-3 or Form S-8, and the information required to
be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.

          (2)  That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.

          (3)  To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.

     (b)  The undersigned Registrant hereby  undertakes
that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration
Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     
     (h)  Reference is made to the indemnification
provisions referred to in Item 6 of the Registration
Statement.

          Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted
to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the
securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                     SIGNATURES

     Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Brookfield, State of Wisconsin, on January 9, 1995.

                    HARNISCHFEGER INDUSTRIES, INC.
                    (Registrant)

                    By: /s/ FRANCIS M. CORBY, JR.
                    ------------------------------
                        Francis M. Corby, Jr.     
                        Executive Vice President for
                        Finance and Administration

                  -----------------

                  POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints
Jeffery T. Grade and Francis M. Corby, Jr., and each of
them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-
effective amendments) to this registration statement, and
to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and
Exchange Commission, and any other regulatory authority,
granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.

                    -------------  

     Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities and on the date
indicated.*

Signature                          Title

/s/JEFFERY T. GRADE                Chairman and Chief 
- --------------------------         Executive Officer
Jeffery T. Grade

/s/FRANCIS M. CORBY, JR .          Executive Vice 
- --------------------------         President for 
Francis M. Corby, Jr.              Finance and
Administration

/s/JAMES C. BENJAMIN               Vice President and 
- --------------------------         Controller 
James C. Benjamin

                              Director
- --------------------------
Donna M. Alvarado

**                            Director
- --------------------------
John D. Correnti

**                            Director
- --------------------------
Don H. Davis, Jr.

**                            Director
- --------------------------
Harry L. Davis

**                            Director
- --------------------------
Robert M. Gerrity

**                            Director
- --------------------------
Robert B. Hoffman

**                            Director
- --------------------------
Ralph C. Joynes

**                            Director
- --------------------------
Herbert V. Kohler, Jr.

**                            Director
- --------------------------
Jean-Pierre Labruyere

**                            Director
- --------------------------
Robert F. Schnoes

**                            Director
- --------------------------
Donald Taylor

                              Director
- --------------------------
C.R. Whitney

                  ----------------

          * Each of these signatures is affixed as of
January 9, 1995.

          **Francis M. Corby, Jr., by signing his name
hereto, does hereby sign and execute this registration
statement on behalf of each of the above-named Directors of
Harnischfeger Industries, Inc. pursuant to the above power
of attorney executed by each of such Directors.

                              January 9, 1994

By:  /s/ Francis M. Corby, Jr.
- ---------------------------------------
Francis M. Corby, Jr., Attorney-in-Fact

           HARNISCHFEGER INDUSTRIES, INC.
                 (the "Registrant")
            (Commission File No. 1-9299)

                    EXHIBIT INDEX
                         TO
           FORM S-8 REGISTRATION STATEMENT
Exhibit                                 Incorporated Herein Filed     Sequential
Number    Description                        by Reference To          Herewith Page No.

4.1(a)    Certificate of Incorporation of    Exhibit 28.1(a) to
          Harnischfeger Industries, Inc.     Registrant's Current
          dated September 16, 1986      Report on Form 8-K  
                                        dated March 25, 1992.

4.1(b)    Certificate of Designations of     Exhibit 28.1(b) to
          Preferred Stock, Series D          Registrant's Current
                                        Report on  Form 8-K
                                        dated March 25, 1992
4.1(c)    Certificate of Amendment of                                 X
          Certificate of Incorporation
          of Harnischfeger Industries, 
          Inc., dated November 28, 1994      

4.2       Rights Agreement dated as of       Exhibit 1 to Registrant's
          February 8, 1989 between           Registration Statement on
          Harnischfeger Industries, Inc.     Form 8-A filed on February
          and The First National Bank of     9, 1989
          Boston, as Rights Agent, which
          includes as Exhibit A the 
          Certificate of Designations of
          Preferred Stock, Series D, setting
          forth the terms of the Preferred
          Stock, Series D; as Exhibit B the
          Form of Rights Certificate; and as
          Exhibit C the Summary of Rights to
          Purchase Preferred Stock, Series D.

4.3       Bylaws of Harnischfeger Industries,                              X    
          Inc., as amended on December 5, 1994

5*

23        Consent of Price Waterhouse                                 X

24        Powers of Attorney                                Signature Page
                                                            to this
                                                            Registration Statement

99.1      Joy Technologies Inc. 1991 Stock Option                     X
          and Equity Incentive Plan               

99.2      Amendment No. 1 to Joy Technologies 1991                         X
          Stock Option and Equity Incentive Plan

- ----------------------------------------------------------------------------------------------
* No opinion of counsel is being filed herewith
because there is no present intention to use original
issuance securities for purposes of the Plan.

                                   EXHIBIT 4.1(c)

              CERTIFICATE OF AMENDMENT
                         OF
            CERTIFICATE OF INCORPORATION

     HARNISCHFEGER INDUSTRIES, INC., a corporation
organized and existing under and by virtue of the General
Corporation Law of the State of Delaware,

     DOES HEREBY CERTIFY:

     FIRST:    That the Board of Directors of said
corporation, at a meeting duly held, adopted a resolution
proposing and declaring advisable the following amendment
of Article 4 of the Certificate of Incorporation of said
corporation:

     RESOLVED, that of the Certificate of Incorporation of
     Harnischfeger Industries, Inc. be amended by changing
     the first paragraph of Article 4 thereof so that, as
     amended, said paragraph shall be and read as follows:

               The number of shares which the
          Corporation shall have authority to issue,
          itemized by classes, par value of shares,
          shares without par value, and series, if any,
          within a class, is:
     
                                   Par Value
                                   Per Share
                                   or Statement
                                   That Shares
           Series    Number of          Are Without
Class          (if any)     Shares       Par Value
- -----          --------   ---------          ------------ 
Preferred To be issued 
          in series     250,000            $100
Common    None      100,000,000            $  1

     SECOND:   That the aforesaid amendment has been
authorized by the affirmative vote of the holders of at
least two thirds of the combined voting power of the
outstanding shares of stock of the Corporation entitled to
vote thereon, voting as a single class.

     THIRD:    That the aforesaid amendment was duly
adopted in accordance with the applicable provisions of
Section 242 of the General Corporation Law of the State of
Delaware.

     IN WITNESS WHEREOF, the undersigned has caused this
certificate to be duly executed this 29th day of November,
1994.

                    HARNISCHFEGER INDUSTRIES, INC.

                    By: /s/ Jeffery T. Grade
                    ------------------------------
                    Jeffery T. Grade, Chairman

ATTEST:

By:  /s/ K. Thor Lundgren
     --------------------------
     K. Thor Lundgren, Secretary

                                   EXHIBIT 4.3

                                   12/5/94             

                             B Y L A W S
                                 OF
                    HARNISCHFEGER INDUSTRIES, INC.

                              ARTICLE I
                               OFFICES
                               -------
     The initial registered office of the corporation
required by the Delaware General Corporation Law shall be
100 West Tenth Street, City of Wilmington, County of New
Castle, State of Delaware, 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 Brookfield, County of
Waukesha, State of Wisconsin.  The corporation may have
such other offices, either within or without the State of
Wisconsin, 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 Wisconsin Business Corporation Law may be, but need not
be, the same as its place of business in the State of
Wisconsin, and the address of the registered office may be
changed from time to time by the Board of Directors.

                              ARTICLE II
                             STOCKHOLDERS
                             ------------

     SECTION 1.  Annual Meeting.  The annual meeting of the
stockholders shall be held on the first Monday in the month
of March in each year, beginning with the year 1984, at the
hour of 10:00 o'clock A.M., or at such other 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 stockholders, or at any adjournment thereof, the Board
of Directors shall cause the election to be held at a
special meeting of the stockholders as soon thereafter as
is convenient.

     SECTION 2.  Special Meeting.  Special meetings of the
stockholders, for any purpose or purposes, unless otherwise
prescribed by statute, may be called by the Chief Executive
Officer or by the Board of Directors, and shall be called
by the Chief Executive Officer at the request of the
holders of not less than eighty percent of all the
outstanding shares of the corporation entitled to vote at
the meeting.

     SECTION 3.  Place of Meeting.  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 Wisconsin.

     SECTION 4.  Notice of Meeting.  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 nor more than sixty days before the date of the
meeting, either personally or by mail, by or at the
direction of the Chief Executive Officer, or the Secretary,
or the officer or persons calling the meeting, to each
stockholder 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
stockholder at the stockholder's address as it appears on
the records of the corporation, with postage thereon
prepaid.

     SECTION 5.  Fixing of Record Date.  For the purpose of
determining stockholders entitled to notice of or to vote
at any meeting of stockholders or any adjournment thereof,
or entitled to receive payment of any dividend, or in order
to make a determination of stockholders 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 stockholders, such date in any case to be
not more than sixty days and, in case of a meeting of
stockholders, not less than ten days prior to the date on
which the particular action, requiring such determination
of stockholders, is to be taken.  If no record date is
fixed for the determination of stockholders entitled to
notice of or to vote at a meeting of stockholders, or
stockholders 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 stockholders.  When a
determination of stockholders entitled to vote at any
meeting of stockholders 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 6.  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 stockholders, a
complete list of the stockholders 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 stockholder 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 stockholder during the whole time of
the meeting.  The original stock ledger shall be prima
facie evidence as to who are the stockholders entitled to
examine such list or ledger or to vote at any meeting of
stockholders.  Failure to comply with the requirements of
this section will not affect the validity of any action
taken at such meeting.

     SECTION 7.  Quorum.  A majority of the shares entitled
to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders.  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 stockholders,
unless the vote of a greater number or voting by classes is
required by Delaware law, the Articles of Incorporation, or
these Bylaws.  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 8.  Proxies.  At all meetings of stockholders,
a stockholder may vote by proxy executed in writing by the
stockholder or by the stockholder's duly authorized
attorney in fact.  Such proxy shall be filed with the
Secretary of the corporation before or at the time of the
meeting.  No proxy shall be valid after three years from
the date of its execution, unless otherwise provided in the
proxy.

     SECTION 9.  Voting of Shares.  Each outstanding
share, regardless of class, shall be entitled to one vote
on each matter submitted to a vote at a meeting of
stockholders, except to the extent that the voting rights
of any class or classes are enlarged, limited or denied by
the Articles of Incorporation or in the manner therein
provided.

     SECTION 10.  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 its President or such other officer as the
President may appoint or pursuant to any proxy executed in
the name of such corporation by its President or such other
officer as the President may appoint in the absence of
express written notice filed with the Secretary that such
President or other 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 such administrator, executor,
guardian, conservator, trustee in bankruptcy, receiver or
assignee for creditors, either in person or by proxy,
without a transfer of such shares into the name of such
administrator, executor, guardian, conservator, trustee in
bankruptcy, receiver or assignee for creditors.  Shares
standing in the name of a fiduciary may be voted by such
fiduciary, either in person or by proxy.

     A stockholder 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 the pledgee's proxy, may
represent such stock and vote thereon.

     SECTION 11.  Stockholder Proposals.   No proposal for
a stockholder vote shall be submitted by a stockholder (a
"Stockholder Proposal") to the corporation's stockholders
unless the stockholder submitting such proposal (the
"Proponent") shall have filed a written notice setting
forth with particularity (i) the names and business
addresses of the Proponent and all Persons acting in
concert with the Proponent (ii) the name and address of the
Proponent and the Persons identified in clause (i), as they
appear on the corporation's books (if they so appear),
(iii) the class and number of shares of the corporation
beneficially owned by the Proponent and the Persons
identified in clause (i); (iv) a description of the
Stockholder Proposal containing all material information
relating thereto; and (v) such other information as the
Board of Directors reasonably determines is necessary or
appropriate to enable the Board of Directors and
stockholders of the corporation to consider the Stockholder
Proposal.  As used in this Section, the term "Person" means
any individual, partnership, firm, corporation,
association, trust, unincorporated organization or other
entity.

    The presiding officer at any stockholders' meeting may
determine that any Stockholder Proposal was not made in
accordance with the procedures prescribed in these Bylaws
or is otherwise not in accordance with law, and if it is so
determined, such officer shall so declare at the meeting
and the Stockholder Proposal shall be disregarded.

    Stockholder Proposals shall be delivered to the
Secretary at the principal executive office of the
corporation not less than ninety (90) days before the date
of the stockholders' meeting if such Stockholder Proposal
is to be submitted at an annual stockholders' meeting
(provided, however, that if such annual meeting is called
to be held before the date specified in Section 1 hereof,
such Stockholder Proposal shall be delivered no later than
the close of business on the 15th day following the day on
which notice of the date of the annual stockholders'
meeting was given).  Stockholder Proposals shall be so
delivered to the Secretary at the principal executive
office of the corporation no later than the close of
business on the 15th day following the day on which notice
of the date of a special meeting of stockholders was given
if the Stockholder Proposal is to be submitted at a special
stockholders' meeting.

                           ARTICLE III
                        BOARD OF DIRECTORS
                        ------------------

     SECTION 1.  General Powers.  The business and affairs
of the corporation shall be managed by its Board of
Directors.

     SECTION 2.  Number. Tenure and Qualifications.  The
number of directors of the corporation shall be thirteen. 
Two of the three classes of Directors established by the
corporation's Certificate of Incorporation shall consist of
four members each and one class shall consist of five
members, subject to modification by resolution of the Board
of Directors.  Each director shall hold office for the term
provided in the Certificate of Incorporation and until such
director's successor shall have been elected and qualified,
or until such director's earlier death or resignation.  No
director shall be or be deemed to be removed from office
prior to the expiration of such director's term in office
by virtue of a reduction in the number of directors. 
Directors need not be residents of the State of Delaware or
stockholders of the corporation.   

     SECTION 3.  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 Stockholders.

     SECTION 4.  Special Meetings.  Special meetings of the
Board of Directors may be called by or at the request of
the Chairman 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 5.  Notice.  Notice of any special meeting
shall be given at least 48 hours previous thereto by
written notice delivered personally or mailed to each
director at such director's business address, or by
telegram.  If mailed, such notice shall be deemed to be
given when deposited in the United States mail so
addressed, with postage thereon prepaid.  If notice be
given by telegram, such notice shall be deemed to be given
when the telegram is delivered to the telegraph company. 
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 of 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 6.  Quorum.  A majority of the number of
directors fixed by Section 2 of this Article III shall
constitute a quorum for the transaction of business at any
meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the
directors present may adjourn the meeting from time to time
without further notice.

     SECTION 7.  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 8.  Nomination of Directors; Vacancies.
Candidates for director shall be nominated either (i) by
the Board of Directors or a committee appointed by the
Board of Directors or (ii) by nomination at any
stockholders' meeting by or on behalf of any stockholder
entitled to vote at such meeting provided that written
notice of such stockholder's intent to make such nomination
or nominations has been given, either by personal delivery
or by United States mail, postage prepaid, to the secretary
of the corporation not later than (1) with respect to an
election to be held at an annual meeting of stockholders,
ninety (90) days in advance of such meeting, and (2) with
respect to an election to be held at a special meeting of
stockholders for the election of directors, the close of
business on the tenth (10th) day following the date on
which notice of such meeting is first given to
stockholders.  Each such notice shall set forth: (a) the
name and address of the stockholder who intends to make the
nomination and of the person or persons to be nominated;
(b) a representation that the stockholder is a holder of
record of stock of the corporation entitled to vote at such
meeting and intends to appear in person or by proxy at the
meeting to nominate the person or persons specified in the
notice; (c) a description of all arrangements or
understandings between the stockholder and each nominee and
any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be
made by the stockholder; (d) such other information
regarding each nominee proposed by such stockholder as
would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange
Commission had the nominee been nominated, or intended to
be nominated, by the Board of Directors; and (e) the
consent of each nominee to serve as a director of the
corporation if so elected.  The presiding officer of the
meeting may refuse to acknowledge the nomination of any
person not made in compliance with the foregoing procedure.

     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 9.  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 such consent
shall have the same force and effect as a unanimous vote.

     SECTION 10.  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
communication equipment by means of which all persons
participating in the meeting can hear each other, and
participating in a meeting pursuant to this section 10
shall constitute presence in person at such meeting.

     SECTION 11.  Compensation.  The Board of Directors, by
majority vote of the directors then in office and
irrespective of any personal interest of any of its
members, shall have authority to establish reasonable
compensation of all directors for services to the
corporation as directors, officers or otherwise, or to
delegate such authority to an appropriate committee.  The
Board of Directors also shall have authority to provide for
reasonable pensions, disability or death benefits, and
other benefits or payments, to directors, officers and
employees and to their estates, families, dependents and
beneficiaries on account of prior services rendered by such
directors, officers and employees to the corporation.  The
Board of Directors may be paid their expenses, if any, of
attendance at each such meeting of the Board.

     SECTION 12.  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 such director's dissent is entered in the minutes of
the meeting or unless such director files a 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 13.  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 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
stockholders and the contract or transaction is authorized
or approved in good faith by the stockholders 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 stockholders, or
by the Board of Directors, or by a committee thereof.

     SECTION 14.  Indemnification and Insurance.   Each
person who was or is made a party or is threatened to be
made a party to or is involved in any action, suit,
arbitration, mediation or proceeding, whether civil,
criminal, administrative or investigative, whether domestic
or foreign (hereinafter a "proceeding"), by reason of the
fact that he or she, or a person of whom he or she is the
legal representative, is or was a director or officer of
the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of
another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect
to employee benefit plans, whether the basis of such
proceeding is alleged action or inaction in an official
capacity as a director, officer, employee or agent or in
any other capacity while serving as a director, officer,
employee or agent, shall be indemnified and held harmless
by the corporation to the fullest extent not prohibited by
the General Corporation Law of the State of Delaware, as
the same exists or may hereafter be amended (but, in the
case of any such amendment, with respect to alleged action
or inaction occurring prior to such amendment, only to the
extent that such amendment permits the corporation to
provide broader indemnification rights than said law
permitted the corporation to provide prior to such
amendment), against all expense, liability and loss
(including without limitation attorneys' fees and expenses,
judgments, fines, ERISA excise taxes or penalties and
amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection
therewith.  Such indemnification as to such alleged action
or inaction shall continue as to a person who has ceased
after such alleged action or inaction to be a director,
officer, employee or agent and shall inure to the benefit
of his or her heirs, executors and administrators;
provided, however, that, except as provided in the
following paragraph, the corporation shall indemnify any
such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only
if such proceeding (or part thereof) was authorized by the
Board unless such proceeding (or part thereof) is a counter
claim, cross-claim, third party claim or appeal brought by
such person in any proceeding.  The right to
indemnification conferred in this Section shall be a
contract right and shall include the right to be paid by
the corporation the expenses incurred in defending any such
proceeding in advance of its final disposition; provided,
however, that, if the General Corporation law of the State
of Delaware requires, the payment of such expenses incurred
by a director or officer in his or her capacity as a
director or officer (and not in any other capacity in which
service was or is rendered by such person while a director
or officer, including, without limitation, service to an
employee benefit plan) in advance of the final disposition
of a proceeding, shall be made only upon delivery to the
corporation of an undertaking, by or on behalf of such
director or officer, to repay all amounts so advanced if it
shall ultimately be determined by final judicial decision
from which there is no further appeal that such director or
officer is not entitled to be indemnified for such expenses
under this Section or otherwise.  The corporation may, by
action of the Board, provide indemnification to an employee
or agent of the corporation or to a director, trustee,
officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise of
which the corporation owns fifty percent or more with the
same scope and effect as the foregoing indemnification of
directors and officers or such lesser scope and effect as
shall be determined by action of the Board.

     If a claim under the preceding paragraph is not paid
in full by the corporation within thirty days after a
written claim has been received by the corporation, the
claimant may at any time thereafter bring suit against the
corporation to recover the unpaid amount of the claim and,
if successful in whole or in part in any such claim or
suit, or in a claim or suit brought by the corporation to
recover an advancement of expenses under this paragraph,
the claimant shall be entitled to be paid also the expense
of prosecuting or defending any such claim or suit.  It
shall be a defense to any such action (other than an action
brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final
disposition where the required undertaking, if any is
required, has been tendered to the corporation) that the
claimant has not met the applicable standard of conduct
which make it permissible under the General Corporation Law
of the State of Delaware for the corporation to indemnify
the claimant for the amount claimed, but the burden of
proving such defense shall be on the corporation.  Neither
the failure of the corporation (including its Board of
Directors, independent legal counsel, or its stockholders)
to have made a determination prior to the commencement of
such action that indemnification of the claimant is proper
in the circumstances because he or she has met the
applicable standard of conduct set forth in the General
Corporation Law of the State of Delaware, nor an actual
determination by the corporation (including its Board of
Directors, independent legal counsel, or its stockholders)
that the claimant has not met such applicable standard of
conduct set forth in the General Corporation Law of the
State of Delaware, shall be a defense to the action or
create a presumption that the claimant has not met the
applicable standard of conduct.  In any suit brought by
such person to enforce a right to indemnification or to an
advancement of expenses hereunder, or by the corporation to
recover an advancement of expenses hereunder, the burden of
proving that such person is not entitled to be indemnified,
or to have or retain such advancement of expenses, shall be
on the corporation.

     The right to indemnification and the payment of
expenses incurred in defending a proceeding in advance of
its final disposition conferred in this Section shall not
be exclusive of any other right which any person may have
or hereafter acquire under any statute, provision of the
Certificate of Incorporation, By-law, agreement, vote of
stockholders or disinterested directors or otherwise.

     The corporation may maintain insurance, at its
expense, to protect itself and any director, officer,
employee or agent of the corporation or another
corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss,
whether or not the corporation would have the power to
indemnify such person against such expense, liability or
loss under the General Corporation Law of the State of
Delaware.

     In the event that any of the provisions of this
Section 14 (including any provision within a single
section, paragraph or sentence) is held by a court of
competent jurisdiction to be invalid, void or otherwise
unenforceable, the remaining provisions are severable and
shall remain enforceable to the full extent permitted by
law.

     SECTION 15.  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 to consist of one or more of the directors of the
corporation.  The Board may designate one or more directors
as alternate committee members, who may replace any absent
or disqualified member at any committee meeting.  In the
absence or disqualification of a committee member, the
member or members present at any meeting and not
disqualified from voting, whether such member or members
constitute a quorum, may unanimously appoint another
director to act at the meeting in place of the absent or
disqualified member.  Any such committee 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 or authority
in reference to amending the Certificate of Incorporation
(except that a committee may, to the extent authorized in
the resolution(s) providing for the issuance of shares of
stock adopted by the Board, fix any of the preferences or
rights of such shares relating to dividends, redemption,
dissolution, any distribution of assets of the corporation
or the conversion into, or the exchange of such shares for,
shares of any other class or classes or any other series of
the same or any other class or classes of stock of the
corporation), adopting an agreement of merger or
consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the
corporation's property and assets, recommending to the
stockholders 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.

                            ARTICLE IV
                             OFFICERS
                             --------

     SECTION 1.  Number.  The officers of the corporation
shall be a Chairman of the Board (who must be a member of
the Board of Directors and who also may be an employee of
the corporation), a Chief Executive Officer, a President,
one or more Vice Presidents (the number thereof to be
determined by the Board of Directors), a Secretary, a
Treasurer and a Controller, each of whom shall be elected
by the Board of Directors.  The Board of Directors may also
elect a Chief Operating Officer and one or more Group
Presidents and may designate one or more of the Vice
Presidents as Executive Vice Presidents or Senior Vice
Presidents.  Such other officers and assistant officers and
agents as may be deemed necessary may be elected or
appointed 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.

     SECTION 2.  Election and Term of Office.  The 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 stockholders.  If the
election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as
convenient.  Each officer shall hold office until such
officer's successor shall have been duly elected or until
such officer's death or until such officer shall resign or
shall have been removed in the manner hereinafter provided.

     SECTION 3.  Removal.  Any officer or agent elected or
appointed 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 or
appointment shall not of itself create contract rights.

     SECTION 4.  Vacancies.  A vacancy in any 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 5.  Chairman of the Board.  The Chairman of the
Board shall preside at all meetings of the Board of
Directors and stockholders.

   SECTION 6.  Chief Executive Officer.  The Chief
Executive Officer shall be the principal executive officer
of the corporation and, subject to the control of the Board
of Directors, shall supervise and control all of the
business and affairs of the corporation, and establish
current and long-range objectives, plans and policies.  The
Chief Executive Officer shall have authority, subject to
such rules as may be prescribed by the Board of Directors,
to appoint such agents and employees of the corporation as
the Chief Executive Officer shall deem necessary, to
prescribe their powers, duties and compensation, and to
delegate authority to them.  Such agents and employees
shall hold office at the discretion of the Chief Executive
Officer.  The Chief Executive Officer shall have authority
to sign, execute and acknowledge, on behalf of the
corporation, all deeds, mortgages, bonds, stock
certificates, contracts, leases, reports and all other
documents or instruments necessary or proper to be executed
in the course of the corporation's regular business or
which shall be authorized by resolution of the Board of
Directors; and, except as otherwise provided by law or the
Board of Directors, the Chief Executive Officer may
authorize the President, an Executive Vice President,
Senior Vice President, or other officer or agent of the
corporation to sign, execute and acknowledge such documents
or instruments in the Chief Executive Officer's place and
stead.  In general, the Chief Executive Officer shall
perform all duties incident to the office of Chief
Executive Officer and such other duties as may be
prescribed by the Board of Directors from time to time.  In
the absence of the Chairman of the Board, the Chief
Executive Officer shall, when present, preside at all
meetings of the stockholders and the Board of Directors.

     SECTION 7.  President.  The President shall direct,
administer and coordinate the activities of the corporation
in accordance with policies, goals and objectives
established by the Chief Executive Officer and the Board of
Directors.  The President shall also assist the Chief
Executive Officer in the development of corporate policies
and goals.  In the absence of both the Chairman of the
Board and the Chief Executive Officer, the President shall,
when present, preside at all meetings of the stockholders
and the Board of Directors.

    SECTION 8.  The Chief Operating Officer, Group
Presidents and the Vice Presidents.  In the absence of the
President or in the event of the President's death,
inability or refusal to act, the Chief Operating Officer,
the Group Presidents and the Executive Vice Presidents in
the order designated at the time of their election, or, in
the absence of any designation, then in the order of their
election (or in the event there be no Chief Operating
Officer, Group Presidents or Executive Vice Presidents or
they are incapable of acting, the Senior Vice Presidents in
the order designated at the time of their election, or, in
the absence of any designation, then in the order of their
election) shall perform the duties of the President, and
when so acting shall have all the powers of and be subject
to all the restrictions upon the President.  The Board of
Directors may designate certain Vice Presidents as being in
charge of designated divisions, plants, or functions of the
corporation's business and add appropriate description to
their title.  Any Chief Operating Officer, Group President
or Vice President may sign, with the Secretary or an
Assistant Secretary, certificates for shares of the
corporation; and shall perform such other duties as from
time to time may be assigned to such Chief Operating
Officer, Group President or Vice President by the Chief
Executive Officer or by the Board of Directors.

    SECTION 9.  The Secretary.  The Secretary shall:  (a)
keep the minutes of the stockholders' and of the Board of
Directors' meetings in one or more books provided for that
purpose; (b) see that all notices are duly given in
accordance with the provisions of these Bylaws or as
required by law; (c) be custodian of the corporate records
and of the seal of the corporation and see that the seal of
the corporation is affixed to all documents, the execution
of which on behalf of the corporation under its seal is
duly authorized; (d) keep or cause to be kept a register of
the post office address of each stockholder which shall be
furnished to the Secretary by such stockholder; (e) sign
with the Chief Executive Officer, President, or any Vice
President, certificates for shares of the corporation, the
issuance of which shall have been authorized by resolution
of the Board of Directors; (f) have general charge of the
stock transfer books of the corporation; and (g) in
general, perform all duties incident to the office of
Secretary and such other duties as from time to time may be
assigned to the Secretary by the Chief Executive Officer or
by the Board of Directors.

   SECTION 10.  The Treasurer.  The Treasurer shall give a
bond for the faithful discharge of the Treasurer's duties
in such sum and with such surety or sureties as the Board
of Directors shall determine.  The Treasurer shall:  (a)
have charge and custody of and be responsible for all funds
and securities of the corporation; receive and give
receipts for monies due and payable to the corporation from
any source whatsoever, and deposit all such monies in the
name of the corporation in such banks, trust companies or
other depositories as shall be selected in accordance with
the provisions of Article VI of these Bylaws; and (b) in
general, perform all of the duties incident to the office
of Treasurer and such other duties as from time to time may
be assigned to the Treasurer by the Chief Executive Officer
or by the Board of Directors.

     SECTION 11.  The Controller.  The Controller shall: 
(a) keep, or cause to be kept, correct and complete books
and records of account, including full and accurate
accounts of receipts 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 the Controller by
the Chief Executive Officer or by the Board of Directors.

     SECTION 12.  Assistant Secretaries and Assistant
Treasurers.  The Assistant Secretaries may sign with the
President, or any Vice President, certificates for shares
of the corporation, the issuance of which shall have been
authorized by a resolution of the Board of Directors. 
Assistant Treasurers shall respectively give bonds for the
faithful discharge of their duties in such sums and with
such sureties as the Board of Directors shall determine. 
The Assistant Secretaries and Assistant Treasurers, in
general, shall perform such duties as shall be assigned to
them by the Secretary or the Treasurer, respectively, or by
the Chief Executive Officer or the Board of Directors.

     SECTION 13.  Salaries.  The salaries of the officers
shall be fixed from time to time by the Board of Directors
and no officer shall be prevented from receiving such
salary by reason of the fact that such officer is also a
director of the corporation.

                           ARTICLE V
                    APPOINTED EXECUTIVES
                    --------------------

     SECTION 1.  Vice Presidents.  The Chief Executive
Officer may appoint, from time to time, as the Chief
Executive Officer may see fit, and fix the compensation of,
one or more Vice Presidents whose title will include words
describing the function of such Vice President's office and
the group, division or other unit of the Company in which
such Vice President's office is located.  Each of such
appointed Vice Presidents shall hold office during the
pleasure of the Chief Executive Officer, shall perform such
duties as the Chief Executive Officer may assign, and shall
exercise the authority set forth in the Chief Executive
Officer's letter appointing such Vice President.

     SECTION 2.  Assistants.  The Chief Executive Officer
may appoint, from time to time, as the Chief Executive
Officer may see fit, and fix the compensation of, one or
more Assistants to the Chairman, one or more Assistants to
the President, and one or more Assistants to the Vice
Presidents, each of whom shall hold office during the
pleasure of the Chief Executive Officer, and shall perform
such duties as the Chief Executive Officer may assign.

                            ARTICLE VI
               CONTRACTS, LOANS, CHECKS AND DEPOSITS
               -------------------------------------

     SECTION 1.  Contracts.  The Board of Directors may
authorize 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 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 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 VII
             CERTIFICATE 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 Chief Executive
Officer, President, or any Vice President and by the
Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant 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 such
person 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.

     All certificates surrendered to the corporation for
transfer shall be canceled and no new certificate shall be
issued until the former certificate for a like number of
shares shall have been surrendered and canceled, except
that in the case of a lost, destroyed or mutilated
certificate, a new one may be issued therefor upon such
terms and indemnity to the corporation as the Board of
Directors may prescribe.

     SECTION 2.  Transfer of Shares.  Transfer of shares of
the corporation shall be made only on the stock ledger of
the corporation by the holder of record thereof or by such
person's legal representative, who shall, if so required,
furnish proper evidence of authority to transfer, or by
such person's attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the
corporation, and on surrender for cancellation of the
certificate for such shares.  The person in whose name
shares stand on the books of the corporation shall be
deemed by the corporation to be the owner thereof for all
purposes.

                          ARTICLE VIII
                           FISCAL YEAR
                          ------------

     The fiscal year of the corporation shall begin on the
first day of November and end on the thirty-first day of
October in each year.

                           ARTICLE IX
                            DIVIDENDS
                           ----------

     The Board of Directors may from time to time declare,
and the corporation may pay, dividends on its outstanding
shares in the manner and upon the terms and conditions
provided by law and by the Articles of Incorporation.

                            ARTICLE X
                               SEAL
                            ---------
     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 XI
                         WAIVER OF NOTICE
                         ----------------

     Whenever any notice is required to be given to any
stockholder or director of the corporation under the
provisions of these Bylaws or under the provisions of the
Articles of Incorporation or under the provisions of the
Delaware General Corporation Law, a waiver thereof in
writing, signed at any time by the person or persons
entitled to such notice of the meeting, shall be deemed
equivalent to the giving of such notice.

                            ARTICLE XII
                             AMENDMENTS
                             ----------

     These Bylaws may be amended or repealed and new Bylaws
may be adopted by the Board of Directors at any regular or
special meeting thereof only with the affirmative vote of
at least 80% of the total number of Directors.

                                   EXHIBIT 23

         CONSENT OF INDEPENDENT ACCOUNTANTS

          We hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our
report dated November 29, 1993, except as to Notes 8, 10,
and 17, which are as of October 19, 1994, appearing on page
40 of the Harnischfeger Industries, Inc. Annual Report on
Form 10-K/A (Amendment No. 2) for the year ended October
31, 1993.

/s/PRICE WATERHOUSE

PRICE WATERHOUSE LLP

Milwaukee, Wisconsin
January 9, 1995

                              Exhibit 99.1

                JOY TECHNOLOGIES INC.
     1991 STOCK OPTION AND EQUITY INCENTIVE PLAN

1.   Purpose

     The purpose of the Joy Technologies 1991 Stock Option
     and Equity Incentive Plan (the "Plan") is to provide
     an incentive to, and a reward for, certain employees
     (selected as hereinafter set forth) of Joy
     Technologies Inc. (the "Company") and its
     subsidiaries (as defined below) by granting to such
     employees ("Key Employees"), Directors and Officers
     the following cumulative rights: (i) incentive stock
     options (the "ISOs") within the meaning of Section
     422 of the Internal Revenue Code of 1986, as amended
     (the "Code") to acquire Class A Common Stock, par
     value $.01 per share of the Company (the "Common
     Stock"); (ii) options not constituting ISOs (the
     "NQSOs"), to acquire Common Stock; and (iii) stock
     appreciation rights ("SARs").  For purposes of the
     Plan, "subsidiaries" shall include any corporation in
     which the Company shall own, directly or indirectly,
     50 percent or more of the securities entitled to vote
     at the election of directors for such corporation.

2.   Effective Date and Term of Plan

     (a)  The Plan was approved by the Board on November
          12, 1991.  The Plan will become effective
          immediately upon approval thereof by the
          Company's shareholders (the "Effective Date").

     (b)  Unless sooner terminated, the Plan shall
          continue in effect from the Effective Date
          until the tenth anniversary thereof.  In no
          event shall an ISO be granted more than ten
          years after the Effective Date.  Options or
          SARs granted prior to the termination of the
          Plan shall remain in effect until their
          exercise, surrender, cancellation or expiration
          in accordance with their terms.

3.   Stock Subject to the Plan

     (a)  Subject to adjustment as provided in Section 14
          below, the aggregate number of shares of Common
          Stock to be delivered upon exercise of all
          Options granted under the Plan shall not exceed
          One Million Five Hundred Thousand (1,500,000),
          subject to adjustment in accordance with
          Section 14 hereof.

     (b)  If any Option granted under the Plan expires,
          terminates or is cancelled without having been
          exercised in full, the number of shares of
          Common Stock as to which the Option has not
          been exercised shall become available for
          further grants under the Plan; provided that in
          no event shall the aggregate of (i) shares of
          Common Stock issued, or issuable, on exercise
          of Options, plus (ii) the number of SARs
          exercised, or exercisable (less those which, if
          exercised, would cancel outstanding Options)
          hereunder, exceed the limit set forth in
          Section (a) above.

     (c)  Upon exercise of an Option, the Company may
          issue authorized but unissued shares of Common
          Stock, shares of Common Stock held in its
          treasury, or both.  There shall be reserved at
          all times for issuance under the Plan the
          maximum number of shares of Common Stock
          (either authorized but unissued shares or
          shares held in the treasury of the Company or
          both) subject to all Options that may be
          granted under the Plan.

     (d)  Shares of Common Stock issued upon the exercise
          of an Option shall be fully paid and
          nonassessable.

     (e)  Unless otherwise determined by the Committee
          (as defined below) no fractional share of
          Common Stock shall be issued or transferred
          upon exercise of an Option under the Plan.

4.   Administration of the Plan

     (a)  Committee.  The Plan shall be administered by a
          Committee of the Board of Directors (the
          "Committee").  The Committee shall consist of
          not less than two members, all of whom shall be
          Directors who are "disinterested within the
          meaning of Rule 16b-3(c)(2)(i) of the
          Securities Exchange Act of 1934, as amended
          (the "1934 Act").  The Committee shall be
          appointed by, and serve at the pleasure of, the
          Board of Directors.

     (b)  Authority.  Subject to the specific limitations
          and restrictions set forth in the Plan, the
          Committee shall have the authority: (i) to
          grant ISO's to such Key Employees as the
          Committee shall select; (ii) to grant NQSOs to
          such Employees and Directors as the Committee
          shall select (the grantee of an ISO or NQSO
          being hereinafter referred to as an
          "Optionee"); (iii) to grant SAR's in tandem
          with ISOs or NQSOs, as further described below;
          (iv) to make all determinations necessary or
          desirable for the administration of the Plan
          including, within any applicable limits
          specifically set out in the Plan, the number of
          shares of Common Stock that may be purchased
          under an Option, the price at which an Option
          may be exercisable, and the period during which
          an Optionee must remain in the employ of the
          Company or a subsidiary of the Company prior to
          the exercise of an Option; (v) to correct any
          defect, supply any omission or reconcile any
          inconsistency in the Plan or in any Option or
          SAR granted under the Plan, in a manner that
          the Committee deems necessary or desirable;
          (vi) to amend any Option or SAR granted under
          the Plan, subject to the provisions of the
          Plan, and (vii) to grant to Optionees in
          exchange for their surrender of Options or
          SARs, new Options or SARs containing such other
          terms and conditions as the Committee, in its
          discretion and subject to the provisions of the
          Plan, shall deem necessary or desirable.  Any
          determination made by the Committee in
          connection with its administration of the Plan
          shall be conclusive and binding upon all
          Optionees.  Nothing in this Section 4(b) shall
          give the Committee the power to increase the
          total number of shares of Common stock that may
          be purchased on exercise of Options (except as
          provided in Section 14 below) or to take any
          other action inconsistent with the limitations
          described in Section 3(a) and 3(b) above, or
          extend the period during which an ISO is
          exercisable beyond ten years (or five years in
          the case of a Ten Percent Shareholder) from the
          date of grant thereof. 

     (c)  Liability/Protection.  No member of the
          Committee shall be liable, in the absence of
          bad faith, for any act or omission with respect
          to serving as a member of the Committee. 
          Service as a member of the Committee shall
          constitute service as a member of the Board of
          Directors so that members of the Committee
          shall be entitled to indemnification for their
          service on the Committee to the full extent
          provided for service as members of the Board of
          Directors.

5.   Eligibility.  The Committee shall determine the Key
     Employees, other employees and Directors and Officers
     of the Company and its subsidiaries and other
     individuals to whom Options and SARs shall be granted
     and, subject to Sections 3(a) and 3)b) above, and
     Sections 6(d) and 14 below, the number of shares of
     Common Stock that may be purchased under each Option.

6.   Option Grants.      

     (a)  Option Agreement.  Each Option granted under
          the Plan shall be evidenced by a stock option
          agreement (the "Option Agreement").  The Option
          Agreement shall be subject to the terms and
          conditions of the Plan and may contain
          additional terms and conditions (which may vary
          from Optionee to Optionee) not inconsistent
          with Plan, as the Committee may deem necessary
          or desirable.  The Committee may, at any time,
          amend an Option Agreement, subject to the
          provisions of the Plan.  Appropriate officers
          of the Company are hereby authorized to execute
          and deliver Option Agreements, and amendments
          thereto, in the name of the Company.

     (b)  Option Price.  The Option Price of each share
          of Common Stock purchasable under an Option
          granted under the Plan shall be determined by
          the Committee at the time the Option is granted
          and shall be specified in the Option Agreement. 
          The Option Price shall not be less than (i) in
          the case of a grant of an ISO to a Key Employee
          who, at the time of the grant, is not a Ten
          Percent Shareholder (as defined below), 100
          percent of the fair market value of a share of
          Common Stock as determined on the date the
          Option is granted, (ii) in the case of a grant
          of an ISO to a Key Employee who, at the time of
          grant, owns stock representing more than ten
          percent of the total combined voting power of
          all classes of stock of the Company or of any
          subsidiary (a "Ten Percent Stockholder"), 110
          percent of the fair market value of a share of
          Common Stock as determined on the date the
          Option is granted, or (iii) in the case of a
          Nonqualified Stock Option, the price determined
          by the Committee.  The fair market value of a
          share of Common Stock for purposes of
          determining the Option Price shall be
          determined by the Committee in accordance with
          any reasonable method of valuation consistent
          with applicable requirements of Federal tax
          law, including, as applicable, the provisions
          of Section 422(c)(7) of the Internal Revenue
          Code of 1986, as amended.  The Option Price
          shall be subject to adjustment in accordance
          with Section 14 hereof.

     (c)  Number of Shares of Common Stock.  Each Option
          Agreement shall specify the number of shares of
          Common Stock which the Optionee may purchase. 
          The Committee shall have the authority to allow
          a form of payment other than cash.

     (d)  Option Term.  The Committee shall have the
          authority to determine in its discretion the
          length of the option term.  Notwithstanding the
          preceding sentence, the option term shall not
          be longer than ten (10) years from the date of
          grant.

7.   Exercise of Options.

          General Rules.  Subject to applicable law and
          other terms and conditions of the Plan,
          including the limitations and restrictions set
          forth in Section 6 above, and Section 8 below,
          an Option granted under the Plan shall be
          exercisable at such time, or times, upon the
          occurrence of such event or events for such
          period or periods, in such amount or amounts,
          and upon the satisfaction of such terms and
          conditions including, without limitation, terms
          and conditions relating to notice of exercise,
          the date the Option is deemed exercised,
          delivery and transferability of shares and
          withholding of taxes, as the Committee shall
          determine and specify in the Option Agreement. 
          The aggregate fair market value (determined at
          the time the option is granted) of the Common
          Stock with respect to which an ISO or ISOs
          granted to any Key Employee is/are to become
          exercisable for the first time during any
          calendar year (under the Plan and any other
          plan of the Company and its subsidiary
          corporations) shall not exceed One Hundred
          Thousand Dollars ($100,000).  The application
          of the limitation set forth in the preceding
          sentence to any individual Option shall be
          determined by the Committee subject to
          applicable rules and regulation under Section
          422 of the Code.  However, no option granted
          hereunder may provide for exercise in the form
          of stock or other securities of the Company
          unless the plan meets the requirements of Rule
          16(b)(3) of the 1934 Act (17 CFR 240.16b-3).

8.   Expiration of Options.  The unexercised portion of
     any Option granted under the Plan shall automatically
     and without notice expire and become null and void at
     the time of the earliest to occur of the following:

     (a)  the expiration of ten years from the date on
          which the Option is granted or such shorter
          term as may be specified in the Option
          Agreement; or 

     (b)  the expiration of the period specified in the
          Option Agreement following the termination of
          the Optionee's employment with the Company. 
          Anything to the contrary notwithstanding, in
          the case of an ISO, such Option shall by its
          terms not be exercisable after the expiration
          of ten years (or, in the case of a Ten Percent
          Stockholder, five years) from the date such
          Option is granted.

9.   Terms and Conditions of SARs.

     (a)  General.  The Committee may, in its sole
          discretion, grant an SAR to a Key Employee,
          other employee or Director (the "Option
          Holder") in tandem with an Option granted under
          the Plan.  An SAR shall entitle the Option
          Holder to receive for each share of Common
          Stock ("Share") as to which the SAR is
          exercisable, an amount in cash equal to the
          excess of the fair market value of such Share
          over the exercise price per share of the tandem
          Option.  The SAR shall be subject to such
          additional terms and conditions as the
          Committee shall determine, which terms and
          conditions shall be set forth in the Option
          Agreement.

     (b)  Exercise.  Exercise of an SAR shall reduce the
          number of shares of Common Stock subject to the
          tandem Option on a share-for-share basis, and
          the exercise of an Option shall reduce the
          number of shares subject to the tandem SAR on a
          share-for-share basis as well.

     (c)  Payment.  An Option Holder is entitled to
          payment upon exercise of an SAR only if, and to
          the extent that, the Option Holder exercises
          such SAR during the period beginning on the
          third business day following the date of
          release for publication of the Company's
          quarterly or annual statements of sales and
          earnings and ending the twelfth business day
          following such date.

10.  Non-Transferability of Options and SARs.  No Option
     or SAR granted under the Plan shall be transferable
     by an Optionee other than by will or the laws of
     descent or distribution.  During the lifetime of an
     Optionee, an Option or SAR shall be exercisable only
     by the Optionee.  Any attempt to transfer, assign,
     pledge, hypothecate, or otherwise dispose of, or to
     subject to execution, attachment or similar process,
     any Option or SAR other than as permitted above shall
     be null and void and of no effect, and shall result
     in the forfeiture of all rights as to such option or
     SAR.

11.  Optionee to Have No Rights as Stockholder.  Until an
     Optionee has made payment of the Option Price, has
     paid or has had satisfied any applicable withholding
     taxes, and has had issued to him a certificate or
     certificates for the shares of Common Stock so
     acquired, the Optionee shall have no rights as a
     stockholder of the Company with respect to the Common
     Stock.

12.  Limitation on Issue of Transfer of Shares. 
     Notwithstanding any provision of the Plan or the
     terms of any Option or SAR granted pursuant to the
     Plan, the Company shall not be required to issue any
     shares of Common Stock if such issue or transfer
     would, in the judgment of the Committee, constitute a
     violation of any state or federal law or the rules or
     regulations of any governmental regulatory body or
     any securities exchange.

13.  No Right to Continued Employment.  Neither an Option
     nor an SAR granted under the Plan shall confer upon
     an Optionee any right to continued employment with
     the Company or its subsidiaries, nor shall it
     interfere in any way with the right of the Company or
     its subsidiaries to terminate an Optionee's
     employment at any time.

14.  Adjustments for Change in Capital Structure and
     Special Transactions.

     (a)  Recapitalization, etc.  In the event of a stock
          dividend, stock split or recapitalization or a
          corporate reorganization in which the Company
          is a surviving corporation, including without
          limitation a merger, consolidation, split-up or
          spin-off or a liquidation or distribution of
          securities or assets (other than cash
          dividends), the number or kinds of shares
          subject to the Plan or to any Option or SAR
          previously granted and the Option Price may be
          adjusted by the Committee as it determines in
          its reasonable discretion.  Any fractional
          share resulting from such adjustment may be
          eliminated at the discretion of the Committee.

     (b)  Special Transactions.  In the event of a
          merger, consolidation or other form of
          reorganization of the Company with or into
          another corporation (other than a merger,
          consolidation or other form of reorganization
          in which the Company is the surviving
          corporation), a sale or transfer of all or
          substantially all of the assets of the Company
          or a tender or exchange offer made by any
          corporation, person or entity (other than an
          offer made by the Company), the Committee,
          either before or after the merger,
          consolidation or other form of reorganization,
          may take such action as it determines in its
          reasonable discretion with respect to the
          number or kinds of shares subject to the Plan,
          any Option or SAR granted under the Plan.  Such
          action by the Committee may include (but shall
          not be limited to) the following:

          (i)  accelerating the full exercisability of
               an Option or SAR during such period as
               the Committee shall prescribe following
               the public announcement of such merger,
               consolidation, other form or
               reorganization, sale or transfer of
               assets or tender or exchange offer;

          (ii) permitting an Optionee at any time during
               such period as the Committee shall
               prescribe in connection with such merger,
               consolidation, other form or
               reorganization, sale or transfer of
               assets or tender or exchange offer to
               surrender his Option or SAR, or both (or
               any portion thereof), to the Company in
               exchange for a cash payment in an amount
               and in a manner determined by the
               Committee; or

          (iii)     requiring an Optionee, at any time in
                    connection with such merger,
                    consolidation, other form of
                    reorganization, sale or transfer of
                    assets or tender or exchange offer, to
                    surrender his Option or SAR (or any
                    portion thereof) to the Company (A) in
                    exchange for a cash payment as described
                    in clause (ii) above, or (B) in exchange
                    for, and subject to shareholder approval
                    of, a substitute option or a substitute
                    SAR issued by the corporation surviving
                    such merger, consolidation or other form
                    of reorganization (or an affiliate of
                    such corporation), or the corporation
                    acquiring such assets (or an affiliate of
                    such corporation), which the Committee,
                    in its sole discretion, determines to
                    have a value substantially equivalent to
                    the value of the Option or SAR
                    surrendered.

15.  Withholding.  Whenever under this Plan any payments
     are to be made in cash, such payments may be made net
     on any amount sufficient to satisfy federal, state
     and local withholding tax requirements.

16.  Application of Proceeds.  The proceeds received by
     the Company from the issuance of shares of Common
     Stock under the plan shall be used for general
     corporate purposes.

17.  Amendment, Suspension or Termination of the Plan. 
     The Board of Directors may, at any time, amend,
     suspend or terminate any and all parts of the Plan in
     addition to any Option or SAR granted under the Plan
     in such respects as the Board of Directors shall deem
     necessary or desirable, except that no such action
     may be taken which would impair the rights of any
     Optionee with respect to any Option or SAR previously
     granted under the Plan without the Optionee's
     consent.

18.  Governing Law.  The Plan shall be governed by the
     laws of the State of New York without regard to the
     principles of conflict of laws.  In case any one or
     more of the provisions contained herein are for any
     reason deemed to be invalid, illegal or unenforceable
     in any respect by a judicial body such illegality,
     invalidity or unenforceability shall not effect any
     other provision of this Plan.  This Plan shall be
     construed as if such invalid, unenforceable or
     illegal provision had never been contained herein.

19.  References.  In the event of the death of an
     Optionee, an Option Holder or a holder of an SAR, or
     a judicial determination of his/her physical or
     mental incompetence, reference in the Plan to the
     Optionee or Option Holder or the holder of an SAR
     shall be deemed, where appropriate, to refer to
     his/her beneficiary or his/her legal representative.

                                   EXHIBIT 99.2

               AMENDMENT NO. 1 TO THE
                JOY TECHNOLOGIES INC.
     1991 STOCK OPTION AND EQUITY INCENTIVE PLAN

     THIS AMENDMENT ("AMENDMENT") DATED AS OF NOVEMBER 29,
1994, to the Joy Technologies Inc. 1991 Stock Option and
Equity Incentive Plan, ("Stock Option Plan") of Joy
Technologies Inc. ("JTI") is made pursuant to Paragraph 17
of the Stock Option Plan.

     WHEREAS, under the terms of the Stock Option Plan,
certain key employees (each an "Optionee") of JTI have
previously been granted rights with respect to options
under the terms of the Stock Option Plan;

     WHEREAS, on November 29, 1994, Harnischfeger
Industries, Inc. ("HII") acquired JTI through a stock-for-
stock merger;

     WHEREAS, the Stock Option Plan provides for the
adjustment of outstanding JTI options in the event of such
a merger;

     WHEREAS, JTI and HII have taken steps to memorialize
such adjustment of outstanding JTI options through
amendments to individual Stock Option Agreements with
Optionees; and

     WHEREAS, it is in the best interests of JTI and the
Optionees to amend the Stock Option Plan to provide for the
issuance of HII Common Stock, $1.00 par value per share,
("HII Stock") upon the exercise of options outstanding
under the Stock Option Plan as of the date of the merger
and for the continued administration of the Stock Option
Plan following the merger.

     NOW THEREFORE, in consideration of the foregoing:

A.   As of November 29, 1994, the Stock Option Plan is
amended as follows:

     I.   Paragraph 3 (a) is amended to read as follows"

          "Subject to adjustment as provided in Section
          14 below, the aggregate number of shares of
          Common Stock to be delivered upon exercise of
          all Options granted under the Plan shall not
          exceed Five Hundred Seventy Two Thousand Eight
          Hundred Ninety (572,890), subject to adjustment
          in accordance with Section 14 hereof."

     II.  Paragraph 3 (c) is amended to read as follows:

          "Upon exercise of an Option, the Company shall
          deliver shares of HII Common Stock."

     III. Paragraph 3 (d) is amended to read as follows:

          "Shares of HII Common Stock delivered upon
          exercise of an Option shall be fully paid and
          nonassessable, except that, under the Wisconsin
          Business Corporation Law, as interpreted by the
          Supreme Court of Wisconsin, the stockholders of
          HII, as stockholders of a corporation which is
          qualified to do business and has its principal
          place of business in Wisconsin, shall in
          certain circumstances be personally liable to
          employees of HII in an amount equal to the
          consideration paid for the stock owned by such
          stockholders for the debts owing such employees
          for services performed for HII, but not
          exceeding six month's service in any case."

     IV.  Paragraph 4 (a) is amended to read as follows:

          "Committee.  The Plan shall be administered by
          a committee (the "Committee") which shall be
          the Human Resources Committee of the Board of
          Directors of HII or such other committee that
          administers the stock option programs of HII."

     V.   References in Paragraphs 11, 12, 14 and 16 to
          "Company" and "Common Stock" shall mean HII and
          HII Stock, respectively.

B.   Except as modified as set forth above, the Stock
Option Plan shall remain unchanged and in full force and
effect.

     IN WITNESS WHEREOF, the Board of Directors of JTI
have caused this amendment to be executed as of the date
and year first written above.

/s/ Jeffery T. Grade
- -------------------------                           
Jeffery T. Grade

/s/ Francis M. Corby, Jr.
- -------------------------                              
Francis M. Corby, Jr.

/s/ K. Thor Lundgren
- -------------------------                               
K. Thor Lundgren