Exhibit 3.1


                              KEYSPAN CORPORATION



                                     BY-LAWS



                                 April 25, 2002























                          COUNTIES OF KINGS AND NASSAU
                                    NEW YORK


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<TABLE>
                                                          KEYSPAN CORPORATION

                                                                 INDEX
<CAPTION>
                                                                                                                            Page
                                                                                                                            ----
<S>                 <C>                                                                                                      <C>
ARTICLE I
OFFICES AND RECORDS
Section 1.1          New York Offices..........................................................................................1
Section 1.2          Other Offices.............................................................................................1
Section 1.3          Books and Records.........................................................................................1

ARTICLE II
SHAREHOLDERS
Section 2.1          Annual Meeting............................................................................................1
Section 2.2          Special Meeting...........................................................................................1
Section 2.3          Place of Meeting..........................................................................................2
Section 2.4          Notice of Meeting.........................................................................................2
Section 2.5          Quorum and Adjournment; Voting............................................................................2
Section 2.6          Proxies...................................................................................................2
Section 2.7          Notice of Shareholder Business and Nominations............................................................2
Section 2.8          Procedure for Election of Directors; Required Vote........................................................5
Section 2.9          Inspectors of Elections; Opening and Closing the Polls....................................................5
Section 2.10         No Shareholder Action by Written Consent..................................................................5

ARTICLE III
BOARD OF DIRECTORS
Section 3.1          General Powers............................................................................................5
Section 3.2          Number and Tenure.........................................................................................6
Section 3.3          Regular Meetings..........................................................................................6
Section 3.4          Special Meetings..........................................................................................6
Section 3.5          Notice....................................................................................................6
Section 3.6          Action by Consent of Board of Directors...................................................................6
Section 3.7          Conference Telephone Meetings.............................................................................7
Section 3.8          Quorum....................................................................................................7
Section 3.9          Vacancies.................................................................................................7
Section 3.10         Committees................................................................................................7
Section 3.11         Removal...................................................................................................8
Section 3.12         Records...................................................................................................8



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ARTICLE IV
OFFICERS
Section 4.1          Elected Officers..........................................................................................8
Section 4.2          Election and Term of Office...............................................................................8
Section 4.3          Chairman of the Board.....................................................................................9
Section 4.4          Chief Executive Officer...................................................................................9
Section 4.5          President.................................................................................................9
Section 4.6          Vice Presidents...........................................................................................9
Section 4.7          Treasurer.................................................................................................9
Section 4.8          Secretary.................................................................................................9
Section 4.9          Removal...................................................................................................10
Section 4.10         Vacancies.................................................................................................10
Section 4.11         Repealed .................................................................................................10

ARTICLE V
STOCK CERTIFICATES AND TRANSFERS
Section 5.1          Stock Certificates and Transfers..........................................................................10
Section 5.2          Lost, Stolen or Destroyed Certificates....................................................................10

ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 6.1          Fiscal Year...............................................................................................11
Section 6.2          Dividends.................................................................................................11
Section 6.3          Seal......................................................................................................11
Section 6.4          Waiver of Notice..........................................................................................11
Section 6.5          Audits....................................................................................................11
Section 6.6          Resignations..............................................................................................11

ARTICLE VII
CONTRACTS, PROXIES, ETC.
Section 7.1          Contracts.................................................................................................11
Section 7.2          Proxies...................................................................................................12

ARTICLE VIII
AMENDMENTS
Article 8.1          Amendments................................................................................................12
</TABLE>


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                                     BY-LAWS

                                       OF

                               KEYSPAN CORPORATION

              INCORPORATED UNDER THE LAWS OF THE STATE OF NEW YORK

                                    ARTICLE I

                               OFFICES AND RECORDS

     Section 1.1. New York Offices.  The offices of the Corporation in the State
of New York shall be located in the Counties of Nassau and Kings.

     Section 1.2. Other Offices.  The  Corporation  may have such other offices,
either  within or without the State of New York,  as the Board of Directors  may
designate or as the business of the Corporation may from time to time require.

     Section 1.3.  Books and Records.  The books and records of the  Corporation
may be kept  outside  the State of New York at such  place or places as may from
time to time be designated by the Board of Directors.

                                   ARTICLE II

                                  SHAREHOLDERS

     Section 2.1. Annual Meeting.  The annual meeting of the shareholders of the
Corporation  shall  be held on such  date  and at such  time as may be  fixed by
resolution of the Board of Directors.

     Section  2.2.  Special  Meeting.  Except as  otherwise  required by law and
subject  to the rights of the  holders of any class or series of stock  having a
preference  over the Common Stock as to dividends or upon  liquidation,  special
meetings of  shareholders  of the Corporation for any purpose or purposes may be
called  only by the Board of  Directors  pursuant  to a  resolution  stating the
purpose  or  purposes  thereof  approved  by a majority  of the total  number of
Directors  which the  Corporation  would  have if there were no  vacancies  (the
"Whole Board").

     Section 2.3. Place of Meeting.  The Board of Directors  shall designate the
place of  meeting  for any  annual  meeting  or for any  special  meeting of the
shareholders. If no designation is so made, the place of meeting shall be either
principal office of the Corporation.

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     Section  2.4.  Notice of Meeting.  Written or printed  notice,  stating the
place,  day and hour of the meeting  and the  purpose or purposes  for which the
meeting  is  called,  shall be  delivered  by the  Corporation  not less than 10
calendar  days nor more than 60 calendar  days  before the date of the  meeting,
either  personally or by mail, to each shareholder of record entitled to vote at
such  meeting.  If mailed,  such  notice  shall be deemed to be  delivered  when
deposited in the United States mail with postage thereon  prepaid,  addressed to
the  shareholder  at such person's  address as it appears on the stock  transfer
books of the Corporation.  Such further notice shall be given as may be required
by  law.  Only  such  business  shall  be  conducted  at a  special  meeting  of
shareholders  as shall have been  brought  before the  meeting  pursuant  to the
Corporation's  notice of meeting.  Meetings  may be held  without  notice if all
shareholders  entitled to vote are present,  or if notice is waived by those not
present  in  accordance  with  Section  6.4 of  these  By-Laws.  Any  previously
scheduled meeting of the shareholders may be postponed,  and any special meeting
of the  shareholders  may be canceled,  by  resolution of the Board of Directors
upon public notice given prior to the date previously scheduled for such meeting
of shareholders.

     Section 2.5. Quorum and Adjournment;  Voting.  Except as otherwise provided
by law or by the Certificate of Incorporation,  the holders of a majority of the
voting  power of all  outstanding  shares of the  Corporation  entitled  to vote
generally in the election of Directors  (the  "Voting  Stock"),  represented  in
person or by proxy,  shall  constitute  a quorum at a meeting  of  shareholders,
except  that when  specified  business is to be voted on by a class or series of
stock  voting as a class,  the holders of a majority of the shares of such class
or series shall  constitute a quorum of such class or series for the transaction
of such business.  The Chairman of the meeting may adjourn the meeting from time
to time,  whether or not there is such a quorum. No notice of the time and place
of adjourned  meetings need be given except as required by law. The shareholders
present at a duly called  meeting at which a quorum is present  may  continue to
transact business until  adjournment,  notwithstanding  the withdrawal of enough
shareholders to leave less than a quorum.

     Section 2.6.  Proxies.  At all meetings of shareholders,  a shareholder may
vote by proxy executed in writing (or in such manner  prescribed by the New York
Business Corporation Law (the "NYBCL")) by the shareholder,  or by such person's
duly authorized attorney in fact.

     Section 2.7. Notice of Shareholder Business and Nominations.

     (A) Annual  Meetings  of  Shareholders.  (1)  Nominations  of  persons  for
election  to the Board of  Directors  of the  Corporation  and the  proposal  of
business to be considered by the  shareholders  may be made at an annual meeting
of shareholders (a) pursuant to the Corporation's  notice of meeting pursuant to
Section  2.4 of  these  By-Laws,  (b) by or at the  direction  of the  Board  of
Directors or (c) by any  shareholder of the Corporation who was a shareholder of
record  at the time of  giving of notice  provided  for in this  By-Law,  who is
entitled to vote at the meeting and who complies with the notice  procedures set
forth in this By-Law.

     (2) For  nominations  or other  business to be properly  brought  before an
annual  meeting by a shareholder  pursuant to clause (c) of paragraph  (A)(1) of
this By-Law, the shareholder

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must have  given  timely  notice  thereof in  writing  to the  Secretary  of the
Corporation  and such  other  business  must  otherwise  be a proper  matter for
shareholder  action. To be timely, a shareholder's  notice shall be delivered to
the Secretary at the principal  executive office of the Corporation in Brooklyn,
New York not  later  than the close of  business  on the 60th  calendar  day nor
earlier  than the close of business on the 90th  calendar day prior to the first
anniversary of the preceding year's annual meeting;  provided,  however, that in
the event that the date of the  annual  meeting  is more than 30  calendar  days
before or more than 60 calendar days after such anniversary  date, notice by the
shareholder  to be timely must be so  delivered  not  earlier  than the close of
business on the 90th  calendar  day prior to such  annual  meeting and not later
than the close of business on the later of the 60th  calendar  day prior to such
annual  meeting or the 10th  calendar  day  following  the calendar day on which
public  announcement  of  the  date  of  such  meeting  is  first  made  by  the
Corporation.  In no event shall the public  announcement of an adjournment of an
annual  meeting  commence a new time  period  for the giving of a  shareholder's
notice as described above. Such  shareholder's  notice shall set forth (a) as to
each person whom the shareholder proposes to nominate for election or reelection
as a Director  all  information  relating  to such person that is required to be
disclosed in  solicitations  of proxies for election of Directors in an election
contest, or is otherwise required, in each case pursuant to Regulation 14A under
the Securities  Exchange Act of 1934, as amended (the  "Exchange  Act") and Rule
14a-11 thereunder (including such person's written consent to being named in the
proxy statement as a nominee and to serving as a Director if elected); (b) as to
any other business that the shareholder  proposes to bring before the meeting, a
brief description of the business desired to be brought before the meeting,  the
reasons for conducting such business at the meeting and any material interest in
such business of such  shareholder  and the beneficial  owner,  if any, on whose
behalf the proposal is made; and (c) as to the shareholder giving the notice and
the beneficial owner, if any, on whose behalf the nomination or proposal is made
(i)  the  name  and  address  of  such  shareholder,   as  they  appear  on  the
Corporation's  books, and of such beneficial owner and (ii) the class and number
of shares of the Corporation which are owned  beneficially and of record by such
shareholder and such beneficial owner.

     (3) Notwithstanding  anything in the second sentence of paragraph (A)(2) of
this By- Law to the  contrary,  in the event that the number of  Directors to be
elected to the Board of Directors of the  Corporation  is increased and there is
no  public  announcement  by the  Corporation  naming  all of the  nominees  for
Director or specifying the size of the increased  Board of Directors at least 70
calendar  days prior to the first  anniversary  of the  preceding  year's annual
meeting, a shareholder's notice required by this By-Law shall also be considered
timely,  but only with respect to nominees for any new positions created by such
increase,  if it shall be delivered to the Secretary at the principal  executive
office of the  Corporation  in  Brooklyn,  New York not later  than the close of
business  on the  10th  calendar  day  following  the day on which  such  public
announcement is first made by the Corporation.

     (B) Special Meetings of  Shareholders.  Nominations of persons for election
to the Board of Directors may be made at a special  meeting of  shareholders  at
which  Directors  are to be  elected  pursuant  to the  Corporation's  notice of
meeting (a) by or at the  direction  of the Board of  Directors  or (b) provided
that the Board of Directors has determined that Directors shall be elected

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at such meeting, by any shareholder of the Corporation who is a shareholder of
record at the time of giving of notice provided for in this By-Law, who shall be
entitled to vote at the meeting and who complies with the notice procedures set
forth in this By-Law. In the event the Corporation calls a special meeting of
shareholders for the purpose of electing one or more Directors to the Board of
Directors, any shareholder may nominate a person or persons (as the case may
be), for election to such position(s) as specified in the Corporation's notice
of meeting pursuant to clause (b) of the preceding sentence, if the
shareholder's notice complying with the requirements of clauses (a) and (c) of
paragraph (A)(2) of this By-Law shall be delivered to the Secretary at the
principal executive office of the Corporation in Brooklyn, New York not earlier
than the close of business on the 90th calendar day prior to such special
meeting and not later than the close of business on the later of the 60th
calendar day prior to such special meeting or the 10th calendar day following
the day on which public announcement is first made of the date of the special
meeting and of the nominees proposed by the Board of Directors to be elected at
such meeting. In no event shall the public announcement of an adjournment of a
special meeting commence a new time period for the giving of a shareholder's
notice as described above.

     (C) General. (1) Only such persons who are nominated in accordance with the
procedures  set forth in this By-Law shall be eligible to serve as Directors and
only such business shall be conducted at a meeting of shareholders as shall have
been brought  before the meeting in accordance  with the procedures set forth in
this  By-Law.   Except  as  otherwise   provided  by  law,  the  Certificate  of
Incorporation or these By-Laws, the Chairman of the meeting shall have the power
and duty to  determine  whether a  nomination  or any  business  proposed  to be
brought  before  the  meeting  was made or  proposed,  as the  case  may be,  in
accordance  with the  procedures  set forth in this By- Law and, if any proposed
nomination  or business is not in compliance  with this By-Law,  to declare that
such defective proposal or nomination shall be disregarded.

     (2)  For  purposes  of  this  By-Law,   "public  announcement"  shall  mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange  Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.

     (3) Notwithstanding the foregoing  provisions of this By-Law, a shareholder
shall also comply with all applicable  requirements  of the Exchange Act and the
rules and  regulations  thereunder with respect to the matters set forth in this
By-Law.  Nothing  in this  By-Law  shall be deemed to affect  any  rights (i) of
shareholders  to request  inclusion  of  proposals  in the  Corporation's  proxy
statement  pursuant to Rule 14a-8 under the  Exchange Act or (ii) of the holders
of any  series  of  Preferred  Stock to  elect  Directors  under  an  applicable
Preferred Stock Designation (as defined in the Certificate of Incorporation).

     Section 2.8. Procedure for Election of Directors;  Required Vote.  Election
of Directors at all meetings of the  shareholders  at which  Directors are to be
elected  shall be by ballot,  and,  subject to the rights of the  holders of any
series of Preferred Stock to elect Directors under an applicable Preferred Stock
Designation, a plurality of the votes cast thereat shall elect Directors.

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Except as otherwise provided by law, the Certificate of Incorporation, Preferred
Stock Designation, or these By-Laws, in all matters other than the election of
Directors, the affirmative vote of a majority of the voting power of the shares
present in person or represented by proxy at the meeting and entitled to vote on
the matter shall be the act of the shareholders.

     Section 2.9.  Inspectors of Elections;  Opening and Closing the Polls.  The
Board of Directors by resolution shall appoint, or shall authorize an officer of
the  Corporation  to  appoint,  one  or  more  inspectors,  which  inspector  or
inspectors  may  include   individuals   who  serve  the  Corporation  in  other
capacities,  including,  without limitation, as officers,  employees,  agents or
representatives,  to act at the  meetings  of  shareholders  and make a  written
report thereof. One or more persons may be designated as alternate  inspector(s)
to replace any inspector who fails to act. If no inspector or alternate has been
appointed to act or is able to act at a meeting of shareholders, the Chairman of
the meeting  shall appoint one or more  inspectors  to act at the meeting.  Each
inspector,  before discharging such person's duties, shall take and sign an oath
faithfully  to execute  the duties of  inspector  with strict  impartiality  and
according to the best of such person's ability.  The inspector(s) shall have the
duties  prescribed by law. The Chairman of the meeting shall fix and announce at
the  meeting  the date and time of the  opening and the closing of the polls for
each matter upon which the shareholders will vote at a meeting.

     Section 2.10. No Shareholder Action by Written Consent. Any action required
or permitted to be taken by the shareholders of the Corporation must be effected
at a duly  called  annual or  special  meeting  of such  holders  and may not be
effected by any consent in writing by such holders.


                                   ARTICLE III

                               BOARD OF DIRECTORS

     Section 3.1.  General  Powers.  The business and affairs of the Corporation
shall be managed under the  direction of the Board of Directors.  In addition to
the powers and authorities by these By-Laws  expressly  conferred upon them, the
Board of Directors  may exercise all such powers of the  Corporation  and do all
such  lawful  acts and  things as are not by statute  or by the  Certificate  of
Incorporation  or by  these  By-Laws  required  to be  exercised  or done by the
shareholders. A Director of this Corporation need not be a shareholder therein.

     Section 3.2. Number and Tenure. Except as otherwise fixed by or pursuant to
the provisions of Article IV of the Certificate of Incorporation relating to the
rights of the holders of any class or series of stock having a  preference  over
the  Common  Stock as to  dividends  or upon  liquidation  to  elect  additional
Directors  under  specified  circumstances,  the number of the  Directors of the
Corporation  shall  be  fixed  from  time  to  time  exclusively  pursuant  to a
resolution  adopted by a majority of the Whole Board.  No decrease in the number
of  Directors,  however,  shall  shorten  the  term of any  incumbent  Director.
Directors shall be elected by the shareholders of the Corporation

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at their annual meeting,  except as herein otherwise  provided for vacancies and
newly created  directorships,  in the manner  provided in Article II hereof,  to
serve  for one  year or  until  their  successors  are  elected  or  chosen  and
qualified.

     Section 3.3. Regular Meetings. The Board of Directors shall, by resolution,
provide  the time and place for the  holding  of regular  meetings,  as it deems
necessary, without other notice than such resolution.

     Section 3.4. Special  Meetings.  Special meetings of the Board of Directors
shall be called at the request of the Chairman of the Board or a majority of the
Board of  Directors  then in office.  The person or persons  authorized  to call
special  meetings  of the Board of  Directors  may fix the place and time of the
meetings.

     Section 3.5.  Notice.  Notice of any special  meeting of Directors shall be
given to each Director at such person's business or residence in writing by hand
delivery,  first-class  or  overnight  mail  or  courier  service,  telegram  or
facsimile  transmission,  or orally by telephone. If mailed by first-class mail,
such notice shall be deemed  adequately  delivered  when deposited in the United
States mails so addressed,  with postage  thereon  prepaid,  at least 5 calendar
days before such meeting.  If by telegram,  overnight  mail or courier  service,
such notice shall be deemed adequately  delivered when the telegram is delivered
to the  telegraph  company or the notice is delivered to the  overnight  mail or
courier service  company at least 24 hours before such meeting.  If by facsimile
transmission,  such notice shall be deemed adequately  delivered when the notice
is transmitted at least 12 hours before such meeting. If by telephone or by hand
delivery,  the notice shall be given at least 12 hours prior to the time set for
the meeting.  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 of such meeting, except for amendments to these By-Laws. A meeting may be
held at any time without notice if all the Directors are present or if those not
present waive notice of the meeting either before or after such meeting.

     Section 3.6.  Action by Consent of Board of Directors.  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.

     Section  3.7.  Conference  Telephone  Meetings.  Members  of the  Board  of
Directors or any committee  thereof may participate in a meeting of the Board of
Directors  or such  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 such meeting.

     Section  3.8.  Quorum.  Subject to Section 3.9, a whole number of Directors
equal to at least a majority of the Whole Board  shall  constitute  a quorum for
the transaction of business,

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but if at any  meeting  of the  Board of  Directors  there  shall be less than a
quorum present, a majority of the Directors present may adjourn the meeting from
time to time without  further  notice.  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.  The Directors present at a duly organized meeting may continue to
transact business until  adjournment,  notwithstanding  the withdrawal of enough
Directors to leave less than a quorum.

     Section 3.9.  Vacancies.  Except as  otherwise  provided for or fixed by or
pursuant to the  provisions of Article IV of the  Certificate  of  Incorporation
relating to the rights of the  holders of any class or series of stock  having a
preference  over the Common Stock as to dividends or upon  liquidation  to elect
Directors under specified  circumstances,  newly created directorships resulting
from any increase in the number of Directors  and any  vacancies on the Board of
Directors resulting from death, resignation,  disqualification, removal or other
cause shall be filled by the  affirmative  vote of a majority  of the  remaining
Directors  then in  office,  even  though  less  than a quorum  of the  Board of
Directors.  Any Director elected in accordance with the preceding sentence shall
hold office for the remainder of such  unexpired  term or until such  Director's
successor  shall have been duly elected or chosen and qualified.  No decrease in
the number of Directors  constituting  the Board of Directors  shall shorten the
term of any incumbent Director.

     Section  3.10.  Committees.  (a) The Board of Directors  may, by resolution
adopted by a majority of the Whole  Board,  designate  committees  to  exercise,
subject to  applicable  provisions of law, any or all the powers of the Board in
the management of the business and affairs of the Corporation  when the Board is
not in session,  including without limitation the power to declare dividends and
to authorize the issuance of the Corporation's capital stock. Any such committee
may to the extent  permitted  by law  exercise  such  powers and shall have such
responsibilities as shall be specified in the designating resolution.  Each such
committee  shall  consist  of two or more  Directors  of the  Corporation.  Each
Director shall be designated as an alternate member of each such committee as to
which such  Director does not serve as a committee  member.  The Chairman or any
Director  designated  by the  Chairman may  designate  any Director who does not
serve on a specific  committee to act in the place and stead of any Director who
is unable to  attend a  committee  meeting  of which he is a  committee  member.
Additionally, 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 constituting a quorum, may unanimously
appoint  another  Director to act at the meeting in the place of any such absent
or disqualified  committee member.  Each committee shall keep written minutes of
its proceedings and shall report such proceedings to the Board when required.

     (b) A majority of any  committee  may determine its action and fix the time
and place of its meetings,  unless the Board shall otherwise provide.  Notice of
such  meetings  shall be given to each  member of the  committee  in the  manner
provided for in Section 3.5 of these By-Laws.  The Board shall have power at any
time to fill  vacancies in, to change the membership of, or to dissolve any such
committee.  Nothing herein shall be deemed to prevent the Board from  appointing
one or

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<PAGE>



more committees consisting in whole or in part of persons who are not Directors
of the Corporation; provided, however, that no such committee shall have or may
exercise any authority of the Board.

     Section  3.11.  Removal.  Subject  to the  rights of any class or series of
stock  having  a  preference  over the  Common  Stock  as to  dividends  or upon
liquidation to elect Directors under specified  circumstances,  any Director may
be removed from office only for cause by the affirmative  vote of the holders of
at least a majority of the voting  power of all Voting  Stock then  outstanding,
voting together as a single class.

     Section  3.12.  Records.  The Board of  Directors  shall cause to be kept a
record  containing  the minutes of the  proceedings of the meetings of the Board
and of the shareholders, appropriate stock books and registers and such books of
records and accounts as may be necessary for the proper  conduct of the business
of the Corporation.

                                   ARTICLE IV

                                    OFFICERS

     Section 4.1. Elected Officers.  As the Board of Directors from time to time
may deem proper,  the elected officers of the Corporation shall be a Chairman of
the Board of Directors,  a Chief Executive Officer, a President,  a Secretary, a
Treasurer,  and such other  officers  (including,  without  limitation,  a Chief
Operating Officer, a Chief Financial Officer, one or more Presidents of business
divisions,   Executive  Vice   Presidents,   Senior  Vice  Presidents  and  Vice
Presidents). The Chairman of the Board shall be chosen from among the Directors.
All officers  elected by the Board of Directors  shall each have such powers and
duties as generally pertain to their respective offices, subject to the specific
provisions  of this  Article IV. Such  officers  shall also have such powers and
duties as from time to time may be conferred by the Board of Directors or by any
committee  thereof.  The Board or any  committee  thereof  may from time to time
elect such other  officers  (including,  but not limited  to, a Chief  Operating
Officer,  a Chief  Financial  Officer,  one or more  Presidents,  Executive Vice
Presidents,  Senior Vice  Presidents,  Vice Presidents,  Controllers,  Assistant
Secretaries and Assistant Treasurers),  as may be necessary or desirable for the
conduct of the business of the Corporation. Such other officers and agents shall
have such  duties  and  shall  hold  their  offices  for such  terms as shall be
provided  in  these  By-Laws  or as  may be  prescribed  by the  Board  or  such
committee, as the case may be.

     Section  4.2.  Election  and Term of Office.  The  elected  officers of the
Corporation  shall be elected  annually  by the Board of  Directors  at the next
regular  meeting of the Board of Directors  held after the annual meeting of the
shareholders.  If the  election of officers  shall not be held at such  meeting,
such election shall be held as soon thereafter as convenient. Each officer shall
hold office until such person's successor shall have been duly elected and shall
have  qualified  or until  such  person's  death or until he shall  resign or be
removed pursuant to Section 4.9.


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     Section 4.3. Chairman of the Board. The Chairman of the Board shall preside
at all meetings of the shareholders and of the Board of Directors.  The Chairman
of the Board shall perform all such other duties as are properly required of him
by the Board of  Directors.  The  Chairman  of the  Board  may also  serve as an
officer of the  Corporation,  if so elected by the Board. The Directors also may
elect a  Vice-Chairman  to act in the place of the Chairman  upon his absence or
inability to act.

     Section 4.4. Chief Executive  Officer.  The Chief Executive  Officer of the
Corporation  shall be responsible  for the general  management of the affairs of
the  Corporation  and  shall  make  reports  to the Board of  Directors  and the
shareholders,  and shall see that all  orders  and  resolutions  of the Board of
Directors and of any committee thereof are carried into effect.

     Section 4.5.  Presidents.  Each President shall act in a general  executive
capacity and shall assist the Chief Executive Officer in the  administration and
operation of the Corporation's  business and general supervision of its policies
and  affairs.  The  President,  if he or she is also a Director,  shall,  in the
absence of or because of the  inability  of the  Chairman of the Board or a Vice
Chairman,  if there is one,  perform all duties of the Chairman or Vice Chairman
of the Board and  preside at all  meetings of  shareholders  and of the Board of
Directors.

     Section 4.6. Vice Presidents. Each Executive Vice President and Senior Vice
President and any Vice  President  shall have such powers and shall perform such
duties as shall be assigned to him or her by the Board of Directors.

     Section 4.7.  Treasurer.  The Treasurer shall exercise general  supervision
over the receipt,  custody and  disbursement of corporate  funds.  The Treasurer
shall cause the funds of the Corporation to be deposited in such banks as may be
authorized by the Board of  Directors,  or in such banks as may be designated as
depositories in the manner provided by resolution of the Board of Directors. The
Treasurer shall have such further powers and duties and shall be subject to such
directions  as may be  granted  or  imposed  from  time to time by the  Board of
Directors.

     Section 4.8. Secretary. (a) The Secretary shall keep or cause to be kept in
one or more books provided for that purpose,  the minutes of all meetings of the
Board, the committees of the Board and the shareholders; the Secretary shall see
that all  notices  are duly given in  accordance  with the  provisions  of these
By-Laws and as required by law;  shall be  custodian of the records and the seal
of the  Corporation  and affix and attest the seal to all stock  certificates of
the Corporation  (unless the seal of the Corporation on such certificates  shall
be a facsimile,  as  hereinafter  provided) and affix and attest the seal to all
other documents to be executed on behalf of the Corporation  under its seal; and
shall see that the books, reports, statements,  certificates and other documents
and records  required by law to be kept and filed are  properly  kept and filed;
and in general, shall perform all the duties incident to the office of Secretary
and such other  duties as from time to time may be assigned to the  Secretary by
the Board.


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<PAGE>



     (b) Assistant Secretaries shall have such of the authority and perform such
of the duties of the  Secretary as may be provided in these  By-Laws or assigned
to them by the Board of Directors or by the  Secretary.  During the  Secretary's
absence or inability, the Secretary's authority and duties shall be possessed by
such Assistant Secretary or Assistant  Secretaries as the Board of Directors may
designate.

     Section 4.9. Removal. Any officer elected, or agent appointed, by the Board
of Directors may be removed by the  affirmative  vote of a majority of the Whole
Board whenever,  in their judgment,  the best interests of the Corporation would
be served thereby.  No elected officer shall have any contractual rights against
the Corporation  for  compensation by virtue of such election beyond the date of
the election of such  person's  successor,  such person's  death,  such person's
resignation or such person's removal,  whichever event shall first occur, except
as otherwise  provided in an employment  contract or under an employee  deferred
compensation plan.

     Section 4.10.  Vacancies.  A newly created  elected office and a vacancy in
any elected  office because of death,  resignation,  or removal may be filled by
the Board of Directors for the  unexpired  portion of the term at any meeting of
the Board of Directors.

     Section 4.11. Repealed.

                                    ARTICLE V

                        STOCK CERTIFICATES AND TRANSFERS

     Section  5.1.  Stock  Certificates  and  Transfers.  The  interest  of each
shareholder of the Corporation  shall be evidenced by certificates for shares of
stock in such form as the appropriate  officers of the Corporation may from time
to  time  prescribe.  The  shares  of the  stock  of the  Corporation  shall  be
transferred  on the books of the  Corporation by the holder thereof in person or
by such person's  attorney,  upon surrender for cancellation of certificates for
at least the same  number of shares,  with an  assignment  and power of transfer
endorsed  thereon or attached  thereto,  duly  executed,  with such proof of the
authenticity  of the signature as the  Corporation  or its agents may reasonably
require. The certificates of stock shall be signed, countersigned and registered
in such manner as the Board of  Directors  may by  resolution  prescribe,  which
resolution may permit all or any of the signatures on such certificates to be in
facsimile.  In case any officer,  transfer  agent or registrar who has signed or
whose  facsimile  signature has been placed upon a certificate  has ceased to be
such officer,  transfer agent or registrar before such certificate is issued, it
may be  issued  by the  Corporation  with the  same  effect  as if he were  such
officer, transfer agent or registrar at the date of issue.

     Section 5.2. Lost,  Stolen or Destroyed  Certificates.  No certificate  for
shares of stock in the  Corporation  shall be issued in place of any certificate
alleged to have been lost,  destroyed or stolen,  except on  production  of such
evidence of such loss,  destruction or theft and on delivery to the  Corporation
of a bond of indemnity in such amount, upon such terms and secured by

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<PAGE>



such surety,  as the Board of Directors or any  financial  officer may in its or
such person's discretion require.


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<PAGE>



                                   ARTICLE VI

                            MISCELLANEOUS PROVISIONS

     Section 6.1. Fiscal Year. The fiscal year of the Corporation shall begin on
the first day of January  and end on the  thirty-first  day of  December of each
year.

     Section  6.2.  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 the Certificate of
Incorporation.

     Section 6.3.  Seal.  The corporate  seal shall have  inscribed  thereon the
words "Corporate  Seal," the year of incorporation and around the margin thereof
the words "New York."

     Section 6.4. Waiver of Notice.  Whenever any notice is required to be given
to any  shareholder or Director of the  Corporation  under the provisions of the
NYBCL or these  By-Laws,  a waiver  thereof in writing,  signed by the person or
persons  entitled  to such  notice,  whether  before  or after  the time  stated
therein,  shall be deemed  equivalent to the giving of such notice.  Neither the
business to be transacted at, nor the purpose of, any annual or special  meeting
of the  shareholders  or the Board of  Directors  or  committee  thereof need be
specified in any waiver of notice of such meeting.

     Section 6.5.  Audits.  The accounts,  books and records of the  Corporation
shall be audited  upon the  conclusion  of each  fiscal  year by an  independent
certified public accountant selected by the Board of Directors,  and it shall be
the duty of the Board of Directors to cause such audit to be done annually.

     Section 6.6. Resignations.  Any Director or any officer, whether elected or
appointed,  may resign at any time by giving written notice of such  resignation
to the Chairman of the Board, the Chief Executive Officer, or the Secretary, and
such resignation  shall be deemed to be effective as of the close of business on
the date  said  notice is  received  by the  Chairman  of the  Board,  the Chief
Executive  Officer,  or the  Secretary,  or at such later  time as is  specified
therein.  No formal  action  shall be required of the Board of  Directors or the
shareholders to make any such resignation effective.


                                   ARTICLE VII

                            CONTRACTS, PROXIES, ETC.

     Section  7.1.   Contracts.   Except  as  otherwise  required  by  law,  the
Certificate of Incorporation,  a Preferred Stock Designation,  or these By-Laws,
any contracts or other instruments may be executed and delivered in the name and
on the behalf of the Corporation by such officer or

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<PAGE>


officers  of the  Corporation  as the Board of  Directors  may from time to time
direct.  Such authority may be general or confined to specific  instances as the
Board may determine. The Chairman of the Board, the Chief Executive Officer, any
President  or any  Executive  Vice  President,  Senior  Vice  President  or Vice
President may execute bonds,  contracts,  deeds, leases and other instruments to
be  made  or  executed  for or on  behalf  of the  Corporation.  Subject  to any
restrictions imposed by the Board of Directors, the Chief Executive Officer, any
President  or any  Executive  Vice  President,  Senior  Vice  President  or Vice
President of the  Corporation  may delegate  contractual  powers to others under
such  person's  jurisdiction,  it  being  understood,  however,  that  any  such
delegation  of power  shall not  relieve  such  officer of  responsibility  with
respect to the exercise of such delegated power.

     Section 7.2. Proxies.  Unless otherwise  provided by resolution  adopted by
the Board of Directors,  the Chairman of the Board, the Chief Executive Officer,
any President or any Executive  Vice  President,  Senior Vice  President or Vice
President  may from time to time  appoint an attorney or  attorneys  or agent or
agents of the Corporation, in the name and on behalf of the Corporation, to cast
the votes which the  Corporation may be entitled to cast as the holder of stock,
other  securities or interests in any other company,  any of whose stock,  other
securities  or  interests  may be held by the  Corporation,  at  meetings of the
holders of the stock, other securities or interests of such other company, or to
consent in writing, in the name of the Corporation as such holder, to any action
by such other company, and may instruct the person or persons so appointed as to
the manner of casting  such votes or giving  such  consent,  and may  execute or
cause to be executed in the name and on behalf of the  Corporation and under its
corporate seal or otherwise, all such written proxies or other instruments as he
may deem necessary or proper in the premises.

                                  ARTICLE VIII

                                   AMENDMENTS

     Section 8.1. Amendments.  Except as otherwise specified herein, the By-Laws
may be altered or  repealed  and new By-Laws may be adopted (1) at any annual or
special  meeting of  shareholders  by the  affirmative  vote of the holders of a
majority of the voting power of the stock issued and outstanding and entitled to
vote thereat,  provided,  however, that any proposed alteration or repeal of, or
the  adoption  of any By-Law  inconsistent  with,  Section  2.2,  2.7 or 2.10 of
Article  II or  Section  3.9 or  3.11  of  Article  III of  the  By-Laws  by the
shareholders  shall require the affirmative  vote of the holders of at least 80%
of the voting power of all Voting Stock then  outstanding,  voting together as a
single class,  and  provided,  further,  however,  that, in the case of any such
shareholder action at a special meeting of shareholders,  notice of the proposed
alteration, repeal or adoption of the new By-Law or By-Laws must be contained in
the notice of such special meeting, or (2) by the affirmative vote of a majority
of the Whole Board.


Amended:  September 10, 1998
Amended:  April 25, 2002

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