EXHIBIT 3.24

                    EXXON CHEMICAL MIDDLE EAST HOLDINGS INC.

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                                     BY-LAWS

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                            AS RESTATED MAY 27, 1993

                          I. MEETINGS OF STOCKHOLDERS

     1. Meetings of stockholders may be held at such place, date and hour,
within or without the State of Delaware, and within or without the United
States, as shall be designated by the board of directors or the person
authorized to call the meeting and stated in the notice of the meeting, or in a
duly executed waiver of notice thereof.

     2. An annual meeting of stockholders, commencing with the year 1994, shall
be held during the second three months of each fiscal year at such time and
place as the directors may from time to time decide, at which, except as
otherwise required by or pursuant to the certificate of incorporation or as
otherwise expressly required by applicable law, the holders of the capital stock
entitled to vote shall elect by a plurality vote, a board of directors, and
transact such other business as may properly be brought before the meeting.

     3. Written notice of any meeting, at which stockholders are required or
permitted to take any action, stating the place, date and hour of the meeting,
and, if a special meeting, the purpose or purposes thereof, shall be given to
each stockholder entitled to vote at such meeting not less than ten nor more
than sixty days before the meeting, except that (a) it shall not be necessary to
give notice to any stockholder who submits a signed waiver of notice before or
after the meeting and (b) no notice of an adjourned meeting need be given except
when required by law or by paragraph 7 of Article I of these by-laws. If mailed,
notice shall be considered given when mailed to a stockholder at the address on
the corporation's records. The attendance of any stockholder at a meeting,
without protesting at the beginning of the meeting that the meeting is not
lawfully called or convened, shall constitute a waiver of notice by the
stockholder.

     4. At least ten days before every meeting of stockholders, the secretary
shall make a complete list of the stockholders entitled to vote at the meeting,
arranged in alphabetical order, and showing the address of each stock-holder and
the number of shares registered in the name of each. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

     5. Special meetings of the stockholders may be called by the president and
shall be called by the president or secretary at the request in writing of a
majority of the board of directors, or at the request in writing of owning
outstanding capital stock having not less than



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the minimum number of votes that would be necessary to take action at a meeting
at which all shares entitled to vote were present and voting. Such request shall
state the purpose or purposes of the proposed meeting.

     6. Business transacted at any special meeting of stockholders shall be
limited to the purposes stated in the notice.

     7. The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise required by statute, by the certificate of
incorporation or by these by-laws. If, however, such quorum shall not be present
or represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

     8. When a quorum is present at any meeting, the holders of outstanding
capital stock present in person or represented by proxy entitled to cast a
majority of the votes shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation or of these by-laws a different vote is
required, in which case such express provision shall govern and control the
decision of such question.

     9. At any meeting of the stockholders every stockholder having the right to
vote shall be entitled to vote in person, or by proxy appointed by an instrument
in writing subscribed by such stockholder and bearing a date not more than three
years prior to said meeting, unless said instrument provides for a longer
period. Each stockholder shall have one vote for each share of capital stock
having voting power, registered in the stockholder's name on the books of the
corporation unless otherwise provided in or pursuant to the certificate of
incorporation.

     10. Whenever the vote of stockholders at a meeting thereof is required or
permitted to be taken for or in connection with any corporate action, the
meeting and vote of the stockholders may be dispensed with if a consent in
writing setting forth the action so taken shall be signed by the holders of
outstanding capital stock having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voting. Prompt notice of the
taking of any such action shall be given to those stockholders who did not
consent in writing.



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                                  II. DIRECTORS

     1. Except as otherwise required by or pursuant to the certificate of
incorporation, the number of directors which shall constitute the whole board
shall be not less than three and not more than seven, as determined from time to
time by the stockholders entitled to vote thereon or by the directors. Except as
hereinafter provided for the filling of vacancies and newly created
directorships or as otherwise required by or pursuant to the certificate of
incorporation, the directors shall be elected at the annual meeting of the
stockholders by a plurality of votes cast, and each director shall be elected to
serve until a successor shall be duly elected and qualified or until the
director's earlier resignation or removal. Directors need not be stockholders.

     2. The directors may hold their meetings and keep the books of the
corporation outside of the State of Delaware at such place or places within or
without the United States as they may from time to time determine.

     3. The stockholders, at any meeting, annual or special, by majority vote of
all the outstanding capital stock entitled to cast a majority of the votes, may
remove any director. Except as otherwise required by or pursuant to the
certificate of incorporation, if the office of any director or directors becomes
vacant by reason of death, resignation, retirement, disqualification, removal
from office, or otherwise, or if the authorized number of directors shall be
increased, a majority of the directors then in office, though less than a
quorum, or a sole remaining director, may fill such vacancy or newly created
directorship, and the director or directors so chosen shall hold office until
the next annual election of directors and until their successors shall be duly
elected and qualified.

     4. Any director may resign at any time by delivering a resignation in
writing to the president or secretary of the corporation to take effect at the
time specified in the resignation; the acceptance of a resignation, unless
required by its terms, shall not be necessary to make it effective. Except as
otherwise required by or pursuant to the certificate of incorporation, when one
or more directors shall resign from the board, effective at a future date, a
majority of the directors then in office, including those who have so resigned,
shall have power to fill such vacancy or vacancies, the vote thereon to take
effect when such resignation or resignations shall become effective, and each
director so chosen shall hold office as herein provided in the filling of other
vacancies

     5. The business and affairs of the corporation shall be managed by its
board of directors which may exercise all such powers of the corporation and do
all such lawful acts and things as are not by a statute or by the certificate of
incorporation or by these by-laws directed or required to be exercised or done
by the stockholders.

                          III. COMMITTEES OF DIRECTORS

     1. The board of directors may, by resolution or resolutions passed by a
majority of the whole board, designate one or more committees, each committee to
consist of two or more



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directors of the corporation. The board may designate one or more directors as
alternate members of any such committee, who may replace any absent or
disqualified member at any meeting of the committee. Any such committee, to the
extent provided in said resolution or resolutions and except as otherwise
provided by statute, 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; provided, however, that in the absence or
disqualification of any member of such committee or committees, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not the member or members constitute a quorum, may unanimously appoint
another member of the board of directors to act at the meeting in the place of
any such absent or disqualified member. Such committee or committees shall have
such name or names as may be determined from time to time by resolution adopted
by the board of directors.

     2. The committees shall keep regular minutes of their proceedings and
report the same to the board when required.

                            IV. MEETINGS OF THE BOARD

     1. The first meeting of each newly elected board shall be held at such
place and on the date, within or without the State of Delaware, and within or
without the United States, of the annual meeting at which such board was
elected, immediately following the conclusion of such annual meeting, and no
notice shall be necessary to the newly elected directors in order legally to
constitute the meeting provided a quorum shall be present, or they may meet at
such place, date and hour as shall be fixed by the consent in writing of all the
directors.

     2. Regular meetings of the board may be held without notice at such place,
date and hour, within or without the State of Delaware, and within or without
the United States, as shall from time to time be determined by the board.

     3. Special meetings of the board may be called by the president, or by any
vice president who is also a director on two days' notice to each director,
either personally or by mail or by telegram; special meetings shall be called by
the president or secretary in like manner and on like notice on the written
request of two directors, and shall be held at such place, date and hour, within
or without the State of Delaware, and within or without the United States, as
shall be stated in the notice thereof.

     4. At all meetings of the board one-third, but not less than two, of the
directors then in office shall be necessary and sufficient to constitute a
quorum for the transaction of business and the act of a majority of the
directors present at any meeting at which there is a quorum shall be the act of
the board of directors, except as may be otherwise specifically provided by
statute or by the certificate of incorporation or by these by-laws. If a quorum
shall not be present at any meeting of directors, the directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.



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     5. Unless otherwise restricted by the certificate of incorporation or by
these by-laws, any action required or permitted to be taken at any meeting of
the board of directors or of any committee thereof may be taken without a
meeting, if all members of the board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the board or committee.

     6. Unless otherwise restricted by the certificate of incorporation or these
by-laws, members of the board of directors, or any committee designated by the
board of directors, may participate in a meeting of the board of directors, or
any committee, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation in a meeting shall constitute presence in
person at the meeting.

                                   V. NOTICES

     1. Whenever under the provisions of a statute or of the certificate of
incorporation or of these by-laws, notice is required to be given to any
director or stockholder, it shall not be construed to mean personal notice, but
such notice may be given in writing, by mail, in a postpaid sealed wrapper,
addressed to such director or stockholder at such address as appears on the
records of the corporation, and such notice shall be deemed to be given at the
time when the same shall be thus mailed. Notice to directors may also be given
by electronic means such as telegram, telephone, facsimile, etc.

     2. Whenever any notice is required to be given under the provisions of a
statute or of the certificate of incorporation or of these by-laws, a waiver
thereof in writing signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed equivalent
thereto.

                                  VI. OFFICERS

     1. The officers of the corporation shall be chosen by the directors and
shall be a president, a vice president, a secretary, a treasurer and a
controller. The board of directors may also choose additional vice presidents,
and one or more assistant secretaries, assistant treasurers and assistant
controllers. Any number of offices may be held by the same person, unless the
certificate of incorporation or these by-laws otherwise provide.

     2. The board of directors at its first meeting after each annual meeting of
stockholders shall choose a president from its members, and shall choose one or
more vice presidents with such additional titular designations as the board may
make, a secretary, a treasurer and a controller, none of whom need be a member
of the board.

     3. The board may choose such other officers and agents as it shall deem
necessary, who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
board. The board may delegate to any executive officer or to any committee the
power to choose and define the powers and duties of any subordinate officers or
agents.



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     4. Each officer of the corporation shall hold office until a successor is
chosen and qualified or until the officer's earlier resignation or removal. Any
officer elected by the board of directors may be removed at any time by the
affirmative vote of a majority of the whole board of directors and any officer
may resign at any time upon written notice to the corporation. If the office of
any officer becomes vacant for any reason, the vacancy shall be filled in the
manner prescribed for election to the office.

                               VII. THE PRESIDENT

     1. The president shall be the chief executive officer of the corporation,
shall preside at all meetings of the stockholders and directors, shall be ex
officio a member of all standing committees, shall have general and active
management of the business of the corporation, and shall see that all orders and
resolutions of the board are carried into effect.

                             VIII. VICE PRESIDENTS

     1. The vice presidents, in the absence or disability of the president,
shall perform the duties and exercise the powers of the president, and shall
perform such other duties as the board of directors or president shall
prescribe.

                   IX. THE SECRETARY AND ASSISTANT SECRETARIES

     1. The secretary shall attend all sessions of the board and all meetings of
the stockholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for the standing
committees when required, shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the board of directors, and
shall perform such other duties as may be prescribed by the board of directors
or president, under whose supervision the Secretary shall be.

     2. The assistant secretaries in the order designated by the secretary
shall, in the absence or disability of the secretary, perform the duties and
exercise the powers of the secretary and shall perform such other duties as the
board of directors or president shall prescribe.

                    X. THE TREASURER AND ASSISTANT TREASURERS

     1. The treasurer shall be the chief financial officer of the corporation,
shall have the custody of the corporate funds and securities and shall deposit
all monies and other valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by the board of directors.



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     2. The treasurer shall disburse the funds of the corporation as may be
ordered by the board, taking proper vouchers for such disbursements, and shall
render to the president and directors, at the regular meetings of the board, or
whenever they may require it, an account of all transactions by the treasurer
and of the financial condition of the corporation.

     3. In addition to the foregoing, the treasurer shall perform such other
duties as the board of directors or president shall prescribe.

     4. The assistant treasurers in the order designated by the treasurer shall,
in the absence or disability of the treasurer, perform the duties and exercise
the powers of the treasurer and shall perform such other duties as the board of
directors or president shall prescribe.

                  XI. THE CONTROLLER AND ASSISTANT CONTROLLERS

     1. The controller shall maintain the corporation's general and departmental
accounts and prepare appropriate financial statements, shall advise the board
with regard to all accounting and auditing matters relating to the corporation
and assist in the implementation of adopted policies in these fields, shall
establish and implement procedures on accounting and auditing for the
corporation and its affiliates, and shall perform such other duties as the board
of directors or president shall prescribe.

     2. The assistant controllers in the order designated by the controller
shall, in the absence or disability of the controller, perform the duties and
exercise the powers of the controller and shall perform such other duties as the
board of directors or president shall prescribe.

                           XII. CERTIFICATES OF STOCK

     1. The certificates of stock of the corporation shall be numbered and shall
be entered in the books of the corporation as they are issued. They shall
exhibit the holder's name and number of shares and shall be signed by the
president or a vice president and the treasurer or an assistant treasurer or the
secretary or an assistant secretary. Any or all of the signatures on a
certificate may be a facsimile.

                            XIII. TRANSFERS OF STOCK

     1. Except as otherwise required by or pursuant to the certificate of
incorporation, upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares of stock of the corporation duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the corporation to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books. Shares shall be transferable only on the
corporation's books, upon surrender of the certificate for the shares, properly
endorsed.



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                            XIV. FIXING RECORD DATE

     1. In order that the corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof,
or to express consent to corporate action in writing without a meeting, or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other lawful action,
except as otherwise required by or pursuant to the certificate of incorporation,
the board of directors may fix, in advance, a record date, which shall not be
more than sixty nor less than ten days before the date of such meeting, nor more
than sixty days prior to any other action.

     2. If no record date is fixed (a) the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day next preceding the date on which notice
is given, or, if notice is waived by all stockholders entitled to notice, at the
close of business on the day next preceding the day on which the meeting is
held; (b) the record date for determining stockholders for any other purpose
shall be at the close of business on the day on which the board of directors
adopts the resolution relating thereto.

     3. A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the board of directors may fix a new record date for the
adjourned meeting.

                          XV. REGISTERED STOCKHOLDERS

     1. The corporation shall be entitled to treat the holder of record of any
share or shares of stock as the holder in fact thereof and, accordingly, shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

                          XVI. LOST STOCK CERTIFICATE

     1. The board of directors may direct a new certificate or certificates of
stock to be issued in place of any certificate or certificates theretofore
issued by the corporation alleged to have been lost, stolen or destroyed, upon
the making of an affidavit of that fact by the person claiming the certificate
of stock to be lost, stolen or destroyed. When authorizing such issue of a new
certificate or certificates, the board of directors may, in its discretion and
as a condition



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precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to give the
corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the corporation with respect to the certificate alleged
to have been lost, stolen or destroyed.

                               XVII. FISCAL YEAR

     1. The corporation's fiscal year shall begin the first day in January in
each year.

                                  XVIII. SEAL

     1. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its incorporation and the words "Corporate Seal,
Delaware". Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                                XIX. AMENDMENTS

     1. These by-laws may be altered or repealed at any regular meeting of the
stockholders or of the board of directors or at any special meeting of the
stockholders or of the board of directors, provided notice of the proposed
alteration or repeal be contained in the notice of any such special meeting, but
any by-law adopted by the board may be amended or repealed by the stockholders.