EXXON MOBIL CORPORATION



                           INCORPORATED IN NEW JERSEY



                                    BY-LAWS





                                    ARTICLE I



                            Meetings of Shareholders



1.   Meetings of shareholders may be held on such date and at such time and

place, within or without the State of New Jersey, as may be fixed by the board

of directors and stated in the notice of meeting.



2.   The date for each annual meeting of shareholders, fixed as provided in

Section 1 of this Article I, shall be a date not more than thirteen months

after the date on which the last annual meeting of shareholders was held. The

directors shall be elected at the annual meeting of shareholders.



3.   Special meetings of the shareholders may be called by the board of

directors, the chairman of the board or the president.



4.   Except as otherwise provided by statute, written notice of the date, time,

place and purpose or purposes of every meeting of shareholders shall be given

not less than ten nor more than sixty days before the date of the meeting,

either personally or by mail, to each shareholder of record entitled to vote at

the meeting. The business transacted at meetings shall be confined to the

purposes specified in the notice.



5.   Unless otherwise provided by statute the holders of shares entitled to

cast a majority of votes at a meeting, present either in person or by proxy,

shall constitute a quorum at such meeting. Less than a quorum may adjourn.



6.   For the purpose of determining the shareholders entitled to notice of or

to vote at any meeting of shareholders or any adjournment thereof, or for the

purpose of determining shareholders entitled to receive payment of any dividend

or allotment of any right, or for the purpose of any other action, the board of

directors may fix in advance a date as the record date for any such

determination of shareholders. Such date 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.



7.   The board of directors may, in advance of any shareholders' meeting,

appoint one or more inspectors to act at the meeting or any adjournment

thereof. If inspectors are not so appointed by the board or shall fail to

qualify, the person presiding at a shareholders' meeting may, and at the

request of any shareholder entitled to vote thereat, shall, make such

appointment. In case any person appointed as inspector fails to appear or act,

the vacancy may be filled by appointment made by the board in advance of the

meeting or at the meeting by the person presiding at the meeting. Each

inspector, before entering upon the discharge of the duties of inspector, shall

take and sign an oath faithfully to execute such duties at such meeting with

strict impartiality and according to the best of the inspector's ability.



     The inspectors shall determine the number of shares outstanding and the

voting power of each, the shares represented at the meeting, the existence of a

quorum, the validity and effect of proxies, and shall receive votes or

consents, hear and determine all challenges and questions arising in connection

with the right to vote, count and tabulate all votes or consents, determine the

result, and do such acts as are proper to conduct the election or vote with

fairness to all shareholders. If there







are three or more inspectors, the act of a majority shall govern. On request of

the person presiding at the meeting or any shareholder entitled to vote

thereat, the inspectors shall make a report in writing of any challenge,

question or matter determined by them. Any report made by them shall be prima

facie evidence of the facts therein stated, and such report shall be filed with

the minutes of the meeting.





                                   ARTICLE II



                               Board of Directors



1.   The business and affairs of the corporation shall be managed by its board

of directors consisting of not less than ten nor more than nineteen members,

who shall hold office until the next annual meeting and until their successors

shall have been elected and qualified. The actual number of directors shall be

determined from time to time by resolution of the board. If at any time, except

at the annual meeting, the number of directors shall be increased, the

additional director or directors may be elected by the board, to hold office

until the next annual meeting and until their successors shall have been

elected and qualified.



2.   The organization meeting of the board of directors, for the purpose of

organization or otherwise, shall be held without further notice on the day of

the annual meeting of shareholders, at such time and place as shall be fixed

from time to time pursuant to resolution of the board. Other regular meetings

of the board may be held without further notice at such times and places as

shall be fixed from time to time pursuant to resolution of the board. The

chairman of the board, the president, any vice president who is a member of the

board, or the secretary may change the day or hour or place of any single

regular meeting from that determined by the board upon causing that prior

notice of such change be transmitted to all directors.



     Special meetings of the board may be called at the direction of the

chairman of the board, of the president or of any vice president who is a

member of the board, or, in the absence of such officers, at the direction of

any one of the directors. Any such meeting shall be held on such date and at

such time and place as may be designated in the notice of the meeting.



     Notices required under this section may be transmitted in person, in

writing, or by telephone, telegram, cable or radio, and shall be effective

whether or not actually received, provided they are duly transmitted not less

than forty-eight hours in advance of the meeting. Notice may be waived in

writing before or after a meeting. No notice or waiver need specify the

business scheduled for any board meeting and any business may be transacted at

either a regular or special meeting.



3.   Five directors shall constitute a quorum for the transaction of business,

except that any directorship not filled at the annual meeting and any vacancy,

however caused, occurring in the board may be filled by the affirmative vote of

a majority of the remaining directors even though less than a quorum of the

board, or by a sole remaining director. At any meeting of the board, whether or

not a quorum is present, a majority of those present may adjourn the meeting.

Notice of an adjourned meeting need not be given if the time and place are

fixed at the meeting adjourning and if the period of adjournment does not

exceed ten days in any one adjournment.



4.   (a) The provisions of this Section 4 of Article II shall be operative

during any emergency in the conduct of the business of the corporation

resulting from an attack on the United States or any nuclear or atomic disaster

or from the imminent threat of such an attack or disaster. For the purpose of

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