BY-LAWS

                                       OF

                              GUILFORD MILLS, INC.

                     (as amended through November 14, 1996)

                                    ARTICLE I

                                     OFFICES

         The principal  office of the  Corporation  within the State of Delaware
shall be located at the address stated in the Certificate of Incorporation or in
any  certificate  of  appointment  or change of agent or of change of  principal
office  which  shall  be filed  with the  Secretary  of State on  behalf  of the
Corporation.  The  Corporation  may have such other  offices,  either  within or
without the State of Delaware, as the Board of Directors may designate or as the
business of the Corporation may require from time to time.

                                   ARTICLE II

                                  STOCKHOLDERS

         The Annual  Meeting of the  stockholders  for the  purpose of  electing
Directors and for the  transaction of such other business as may come before the
meeting  shall in 1993 be held on such day  during  the  months  of  October  or
November as may be fixed by the Board of Directors.  The next Annual  Meeting of
the stockholders  for the purpose of electing  Directors and for the transaction
of such other  business as may come before the meeting shall be held on such day
during the months of  February  or March in 1995 as may be fixed by the Board of
Directors. Thereafter, the Annual Meeting of the stockholders for the purpose of
electing  Directors and for the  transaction  of such other

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business as may come
before the  meeting  shall be on such day during the months of February or March
in each  year as may be fixed by the  Board of  Directors.  If the  election  of
Directors shall not be held on the day designated  herein for any annual meeting
of the  stockholders,  or at any  adjournment  thereof,  the annual  election of
Directors  may be  held  at a  special  meeting  of  the  stockholders  as  soon
thereafter as may be convenient.

         SECTION 2. Place of Meeting.  Annual  meetings and special  meetings of
the  stockholders  shall be held at such  place,  within or without the State of
Delaware  and at such  hour as may be fixed  from  time to time by the  Board of
Directors. At least ten days' (but not more than 50 days') notice shall be given
to the stockholders of the place so fixed.

         SECTION 3.        Special  Meetings.  Special  meetings of  
stockholders  of the Corporation may be called only by the Board of Directors 
pursuant to a resolution approved by a majority of the whole Board of Directors.

         SECTION 4. Notice of  Meeting.  Written or printed  notice  stating the
time and place of the  meeting  shall be  delivered  not less than ten (10) days
before  the  date  of  the  meeting,  either  personally  or by  mail,  to  each
stockholder 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,
addressed to the  stockholder at his address as it appears on the stock transfer
books of the  Corporation,  with postage thereon  prepaid.  Such notice need not
state  the  purposes  of the  meeting  unless  required  by  law.  Whenever  the
provisions  of law or of the  Certificate  of  Incorporation  or  By-laws of the
Corporation  require that a meeting of the stockholders shall be duly called for
the  purpose,  or that a certain

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notice of the time,  place and purposes of any such meeting  shall be given,  in
order that  certain  action may be taken at such  meeting,  a written  waiver of
notice of the time,  place and  purposes  of such  meeting,  whether  regular or
special, signed by every stockholder entitled to notice not present in person or
duly  represented  by  proxy  at  such  meeting,  or by his  attorney  or  legal
representative thereunto duly authorized,  either before or after the time fixed
for holding said  meeting,  shall be deemed  equivalent to such call and notice,
and such  action if taken at any such  meeting  shall be as valid as if call and
notice had been duly given.  Notice of any adjourned meeting of the stockholders
shall not be required to be given.

         SECTION 5.  Closing of Transfer  Books for Fixing of Record  Date.  The
Board of Directors may close the stock transfer books of the  Corporation  for a
period  not  exceeding  fifty  (50) days  preceding  the date of any  meeting of
stockholders  or the  date  for  payment  of any  dividend  or the  date for the
allotment  of rights or the date when any change or  conversion  or  exchange of
capital stock shall go into effect or for a period of not  exceeding  fifty (50)
days in connection with obtaining the consent of  stockholders  for any purpose.
In lieu of closing the stock transfer books as aforesaid, the Board of Directors
may fix in advance a date,  not exceeding  fifty (50) days preceding the date of
any meeting of stockholders, or the date for the payment of any dividend, or the
date for the  allotment of rights,  or the date when any change or conversion or
exchange of capital  stock shall go into effect,  or a date in  connection  with
obtaining  such  consent,  as  a  record  date  for  the  determination  of  the
stockholders  entitled  to notice of, and to vote at, any such  meeting  and any
adjournment thereof, or entitled to receive payment of any such dividend,  or to
any such  allotment or rights,  or to exercise the rights in respect of any such
change, conversion or exchange of capital stock, or to give such consent, and in
such case be entitled  to such  notice of, and to vote at, such  meeting and any
adjournment thereof, or to receive payment of such

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dividend, or to receive such allotment of rights, or to exercise such rights, or
to give such consent,  as the case may be,  notwithstanding  any transfer of any
stock on the  books of the  Corporation  after  any such  record  date  fixed as
aforesaid.  In the event that the Board of  Directors  shall not have closed the
transfer books of the Corporation or fixed a date for the  determination  of its
stockholders entitled to vote, as aforesaid, no share of stock shall be voted on
at any election for  Directors  which has been  transferred  on the books of the
Corporation within twenty (20) days next preceding such election of Directors.

         SECTION 6. Quorum.  The holders of a majority of the outstanding shares
of the Corporation  entitled to vote, present in person or represented by proxy,
shall constitute a quorum at any meeting of the stockholders.  In the absence of
a quorum at any meeting,  or any adjournment  thereof, a majority in interest of
the  stockholders  present in person or  represented  by proxy may  adjourn  the
meeting from time to time without further notice.  At such adjourned  meeting at
which a quorum shall be present, any business may be transacted which might have
been transacted at the meeting as originally held.

         SECTION 7. Proxies.  At all meetings of  stockholders,  the vote of any
stockholder  may be cast in person or by his proxy or  proxies  (who need not be
stockholders)   appointed  by  an  instrument  in  writing  subscribed  by  such
stockholder  or by his duly  authorized  attorney-in-fact  and  delivered to the
Secretary of the meeting.  No

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appointment of proxy shall be valid after one year from the date thereof, unless
the proxy provides for a longer period.

         SECTION 8. Voting Shares.  Each  stockholder  shall be entitled at each
 meeting of the stockholders to one vote in person or by proxy for each share of
 capital stock having voting rights held by him.

         SECTION 9. Voting Lists. The officer who has charge of the stock ledger
of the  Corporation  shall prepare and make, at least ten (10) days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the  meeting,  arranged  in  alphabetical  order and showing the address of each
stockholder  of record and the number of shares  registered  in the name of each
stockholder  of  record.  Such list  shall be open  during  the usual  hours for
business at the place  where said  election is to be held for ten (10) days next
preceding the date of said election, to the examination of any stockholder,  and
shall be produced and kept at the time and place of the meeting during the whole
time  thereof,  and  subject to the  inspection  of any  stockholder  who may be
present.

         SECTION 10.  Notification  of Nomination of Directors.  Nominations for
election  to  the  Board  of  Directors  of  the  Corporation  at a  meeting  of
stockholders  may be made by the Board of Directors or by any stockholder of the
Corporation  entitled to vote for the  election of Directors at such meeting who
complies  with  the  notice  procedures  set  forth  in this  Section  10.  Such
nominations,  other than those made by, or on behalf of the Board of  Directors,
may be made only if notice in writing is  personally  delivered to, or mailed by
first class United States mail, postage prepaid, and received by,0 the Secretary
of the  

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Corporation  not less than sixty (60) days nor more than  ninety (90) days prior
to such meeting; provided,  however, that if less than seventy (70) days' notice
or prior public  disclosure of the date of the meeting is given to stockholders,
such  nomination  shall have been  mailed by first  class  United  States  mail,
postage prepaid,  and received by, or personally  delivered to, the Secretary of
the  Corporation  not later than the close of business  on the tenth  (10th) day
following  the day on which notice of the date of the meeting was mailed or such
public disclosure was made,  whichever occurs first. Such notice shall set forth
(a) as to each  proposed  nominee (i) the name,  age,  business  address and, if
known,  residence address of each such nominee, (ii) the principal occupation or
employment of each such nominee, (iii) the number of shares, if any, of stock of
the Corporation  that are  beneficially  owned by each such nominee and (iv) any
other  information  concerning  the  nominee  that  must be  disclosed  in proxy
solicitations  pursuant  to the  proxy  rules  of the  Securities  and  Exchange
Commission if such person had been  nominated,  or intended to be nominated,  by
the Board of Directors (including such person's written consent to be named as a
nominee and to serve as a Director if  elected);  and (b) as to the  stockholder
giving the notice (i) the name and address,  as they appear on the Corporation's
books, of such  stockholder  (ii) a  representation  that such  stockholder is a
holder of record of shares of stock of the  Corporation  entitled to vote at the
meeting  and the  class  and  number  of  shares  of the  Corporation  which are
beneficially  owned  by such  stockholder,  (iii)  a  representation  that  such
stockholder  intends to appear in person or by proxy at the  meeting to nominate
the person or persons  specified  in the  notice and (iv) a  description  of all
arrangements or understandings between such

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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
such  stockholder.  The  Corporation  also may require any  proposed  nominee to
furnish such other  information as may reasonably be required by the Corporation
to determine the eligibility of such proposed  nominee to serve as a Director of
the Corporation.

         The Chairman of the meeting may, if the facts  warrant,  determine  and
declare to the meeting that a  nomination  was not made in  accordance  with the
foregoing procedure,  and if he should so determine,  he shall so declare to the
meeting and the defective nomination shall be disregarded.

         SECTION 11. Notice of Business at Annual Meetings. At an annual meeting
of the  stockholders,  only such business  shall be conducted as shall have been
properly  brought  before the meeting.  To be properly  brought before an annual
meeting,  business  must be (a)  specified  in the  notice  of  meeting  (or any
supplement thereto) given by or at the direction of the Board of Directors,  (b)
otherwise  properly  brought  before the meeting by or at the  direction  of the
Board of Directors or (c)  otherwise  properly  brought  before the meeting by a
stockholder.  For business to be properly  brought before an annual meeting by a
stockholder,  if such  business  relates to the  election  of  Directors  of the
Corporation,  the procedures in Article II, Section 10 must be complied with. If
such  business  relates to any other  matter,  the  stockholder  must have given
timely  notice  thereof in writing to the  Secretary of the  Corporation.  To be
timely,  a  stockholder's  notice must be personally  delivered to, or mailed by
first class United States mail, postage prepaid,  and received by, the Secretary
of the  Corporation not less than sixty (60)

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days nor more than ninety (90) days prior to such  meeting;  provided,  however,
that if less than seventy (70) days'  notice or prior public  disclosure  of the
date of the meeting is given to stockholders,  such notice,  to be timely,  must
have been  mailed by first  class  United  States  mail,  postage  prepaid,  and
received by, or personally  delivered to, the Secretary of the  Corporation  not
later than the close of business on the tenth  (10th) day  following  the day on
which notice of the date of the meeting was mailed or such public disclosure was
made,  whichever  occurs first. A  stockholder's  notice to the Secretary of the
Corporation shall set forth as to each matter the stockholder  proposes to bring
before the annual meeting (i) a brief  description of the business desired to be
brought before the annual  meeting and the reasons for conducting  such business
at the  annual  meeting,  (ii) the  name  and  address,  as they  appear  on the
Corporation's  books,  of the  stockholder  proposing  such  business,  (iii)  a
representation  that the stockholder is a holder of record of shares of stock of
the  Corporation  entitled  to vote at the  meeting  and the class and number of
shares of the Corporation  which are  beneficially  owned by the stockholder and
(iv) any material interest of the stockholder in such business.  Notwithstanding
anything in these By-laws to the contrary, no business shall be conducted at any
annual  meeting  except  in  accordance  with the  procedures  set forth in this
Section 11 and except that any  stockholder  proposal  which  complies with Rule
14a-8 of the proxy  rules (or any  successor  provision)  promulgated  under the
Securities  Exchange  Act of 1934,  as  amended,  and is to be  included  in the
Corporation's  proxy  statement for an annual meeting of  stockholders  shall be
deemed to comply with the requirements of this Section 11.

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         The Chairman of the meeting may, if the facts  warrant,  determine  and
declare to the meeting that business was not properly brought before the meeting
in  accordance  with the  provisions  of this  Section  11,  and if he should so
determine,  he shall so declare to the meeting  and the  business  not  properly
brought before the meeting shall be disregarded.

                                   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
shall be such as from time to time shall be fixed by the Board of Directors, but
in no case shall the number be more than  thirteen  (13) or less than three (3).
Each  Director  shall hold office until the next election of the class for which
such  Directors  shall have been  chosen,  and until a  successor  shall be duly
elected and qualified,  or until his death,  resignation or removal. No Director
need be a stockholder of the Corporation.

         SECTION 3. Regular  Meetings.  The first  meeting of each newly elected
Board of Directors shall be held immediately after, and at the same place as the
annual election of Directors,  if a quorum shall be then present,  in which case
notice of such meeting need not be given. The Board of Directors may provide, by
resolution,  the time and place, either within or without the State of Delaware,
for the holding of regular meetings without other notice than such resolution.

         SECTION 4. Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of the President or of any two Directors. The
person or 

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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 two (2) days prior  thereto  by written  notice  delivered  personally  or
mailed to each Director at his business address, or by telegram. If mailed, such
notice shall be deemed to be delivered  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  delivered  when the  telegram is delivered to the
telegraph  company.  Each  such  notice  shall  state  the time and place of the
meeting but need not state the  purposes  thereof  except as  otherwise in these
By-laws expressly provided. Unless required by law or these By-laws, such notice
shall not be required to be given to any  Director  who shall be present at such
meeting,  or who shall  waive such notice in writing or by  telegraph,  cable or
radio,  whether  before or after the  meeting,  and any  meeting of the Board of
Directors  shall be a legal meeting without any notice thereof having been given
if all of the Directors shall be present thereat. Whenever the provisions of the
law or of the Certificate of  Incorporation  of the Corporation or these By-laws
require that a meeting of the Directors shall be duly called for the purpose, or
that a certain notice of the time,  place and purposes of any such meeting shall
be given,  in order that certain action may be taken at such meeting,  a written
waiver of  notice of the time,  place  and  purposes  of such  meeting,  whether
regular or  special,  signed by every  Director  not  present in person,  either
before  or after  the time  fixed  for  holding  said  meeting,  shall be deemed
equivalent to such call and notice, and

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such action if taken at any such meeting shall be as valid as if call and notice
had been duly given.

         SECTION 6.  Quorum.  A majority of the  Directors  shall  constitute  a
quorum for the transaction of business at any meeting of the Board of Directors,
but if less  than such a quorum 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. Removal of Directors.  Any Director may be removed, but only
with cause, at any time, by the affirmative vote of the holders of a majority of
the  outstanding  stock  entitled to vote for the  election of  Directors of the
Corporation,  at a special meeting of the  stockholders  called and held for the
purpose.
         SECTION  9.  Vacancies.  Any  vacancy  or  vacancies  in the  Board  of
Directors  resulting  from  death,  resignation,  removal,  and  increase in the
authorized  number of  Directors,  or any other  cause,  may be filled only by a
majority vote of the Directors  then in office,  though less than a quorum,  and
each  Director so elected shall hold office until the next election of the class
for which such Director shall have been chosen and until his successor  shall be
duly elected and qualified, or until his death, resignation or removal.

         SECTION 10. Compensation.  By resolution of the Board of Directors, the
Directors may be paid their  expenses,  if any, of attendance at each meeting of
the Board of Directors,  and may be paid such fee for attendance at each meeting
of the Board of Directors or such stated salary as Director as shall be fixed by
the Board of Directors. No
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such payment  shall  preclude any Director from serving the  Corporation  in any
other capacity and receiving compensation therefor.

                                   ARTICLE IV

                               EXECUTIVE COMMITTEE

         SECTION 1. Designation and Vacancies.  The Executive Committee, if any,
shall be  designated  as provided in the  Certificate  of  Incorporation,  shall
consist of not less than three  members of the Board of  Directors,  one of whom
shall be designated the Chairman of the Executive Committee. The Chairman of the
Executive  Committee shall preside at meetings of the Executive  Committee,  and
the  Secretary  of the  Corporation,  or  such  other  person  as the  Executive
Committee  shall  from time to time  determine,  shall act as  Secretary  of the
Executive Committee.

         The Board of  Directors,  by action of a majority  of the whole  Board,
shall fill vacancies in the Executive Committee.

         SECTION 2.  Powers.  During the  intervals  between the meetings of the
Board of Directors, the Executive Committee, if designated,  shall have, and may
exercise,  all of the powers of the Board of Directors  (other than the power to
remove or elect  officers) in the  management of the business and affairs of the
Corporation,  including the power to authorize the seal of the Corporation to be
affixed to all papers  which may  require  it, in such  manner as the  Executive
Committee shall deem for the best interests of the Corporation,  in all cases in
which specific directions shall not have been given by the Board of Directors.

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         All action by the Executive Committee shall be reported to the Board of
Directors at its meeting next succeeding such action.

         SECTION 3.  Procedures,  Meetings and Quorum.  The Executive  Committee
shall meet at such times and at such place or places as may be  provided by such
rules of procedures as the  Executive  Committee may adopt,  or by resolution of
the Executive  Committee or of the Board of  Directors.  At every meeting of the
Executive  Committee  the  presence of a majority  of all the  members  shall be
necessary for the adoption by it of any resolution.

         SECTION 4. Compensation.  By resolution of the Board of Directors,  the
members of the  Executive  Committee  may be paid  their  expenses,  if any,  of
attendance at each meeting of the Executive Committee,  and may be paid such fee
for  attendance at each meeting of the Executive  Committee as shall be fixed by
the Board of Directors.

                                    ARTICLE 7

                                 AUDIT COMMITTEE

         SECTION 1. Audit Committee.  The Audit Committee,  if any, of the Board
of Directors  shall be designated by the Board of Directors and shall consist of
not less than two (2) members of the Board of  Directors,  none of whom shall be
executive officers of the Corporation.  One member of the Audit Committee may be
designated  the  Chairman  of the Audit  Committee.  The  Chairman  of the Audit
Committee shall preside at meetings of the Audit Committee, and the Secretary of
the Corporation,  or such other person as the Audit Committee shall from time to
time  determine,  shall act as  Secretary of the Audit

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Committee.  The Board of Directors,  by action of a majority of the whole Board,
shall fill vacancies in the Audit Committee.

         SECTION 2. Powers.  The Audit  Committee  shall meet with management to
consider  the  adequacy  of the  internal  controls of the  Corporation  and the
objectivity of financial reporting. The Audit Committee shall also meet with the
Corporation's independent accountants and with appropriate Corporation financial
personnel with respect to such matters.  The Audit  Committee shall recommend to
the Board of Directors the  appointment  of independent  accountants.  The Audit
Committee shall have such other powers as are granted to it by resolution of the
Board of Directors.

         SECTION 3. Procedures,  Meetings and Quorum.  The Audit Committee shall
meet at such times and at such place or places as may be  provided by such rules
of  procedures as the Audit  Committee may adopt,  or by resolution of the Audit
Committee or of the Board of Directors.  At every meeting of the Audit Committee
the  presence  of a  majority  of all the  members  shall be  necessary  for the
adoption of a new resolution.

         SECTION 4. Compensation.  By resolution of the Board of Directors,  the
members of the Audit Committee may be paid their expenses, if any, of attendance
at each meeting of the Audit  Committee and may be paid such fee for  attendance
at each  meeting  of the  Audit  Committee  as shall  be  fixed by the  Board of
Directors.

                                   ARTICLE VI

                                    OFFICERS

         SECTION 1. Number.  The officers of the Corporation shall be a Chairman
of the Board, a President, one or more Vice Presidents (the number thereof to be
determined
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by the Board of Directors),  a Secretary and a Treasurer,  each of whom shall be
elected  by the  Board of  Directors.  Such  other  officers  (including  a Vice
Chairman of the Board) and assistant  officers as may be deemed necessary may be
elected or  appointed by the Board of  Directors.  Any two offices (but not more
than two),  other than the offices of a President and Secretary,  may be held by
the same person. The President shall be chosen from among the Directors.

         SECTION 2. Election and Term of Office. The officers of the Corporation
to be elected by the Board of Directors  shall be elected  annually at the first
meeting of the Board of Directors following the annual election of Directors. If
the election of officers shall not be held at such meeting,  such election shall
be held as soon thereafter as may be convenient.  Each officer shall hold office
until his  successor  shall be duly elected and  qualified or until his death or
until he shall  resign or shall  have been  removed  in the  manner  hereinafter
provided.

         SECTION 3. Removal of Officers. Any officer may be removed, either with
or without cause, by the vote of a majority of the whole Board of Directors at a
special meeting called for the purpose or, except in case of any officer elected
by the  Board of  Directors,  by any  superior  officer  upon  whom the power of
removal may be conferred by the Board of Directors or by these By-laws.

         SECTION 4.        Vacancies.  A vacancy in any office  resulting from 
death,  resignation,  removal or any other cause, may be filled by the Board of
Directors for the unexpired portion of the term.

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         SECTION 5. Chairman and Vice Chairman of the Board. The Chairman of the
Board of  Directors  shall be the chief  executive  officer of the  Corporation,
shall preside at all meetings of the  stockholders and of the Board of Directors
at which he is present and shall have the final executive authority with respect
to the management of the affairs and policies of the Corporation,  including all
powers and authority which, by custom and usage,  ordinarily are inherent in and
incident to the office of the chief executive  officer of the  Corporation.  The
Vice Chairman of the Board of Directors shall, in the absence of the Chairman of
the Board of Directors,  preside at all meetings of the  stockholders and of the
Board of Directors at which he is present,  and shall  perform such other duties
as may be prescribed by the Board of Directors from time to time.

         SECTION  6.  President.  The  President  shall be the  chief  operating
officer of the Corporation and shall have overall  responsibility  and authority
for the general management of the operations of the Corporation,  including such
powers and authority which, by custom and usage,  ordinarily are inherent in and
incident  to the  office  of the  chief  executive  officer,  except as the same
specifically may be limited by resolution of the Board of Directors.

         SECTION 7. The Vice  Presidents.  Each Vice  President  shall have such
powers and perform such duties as the Board of Directors may determine or as may
be assigned to him by the  President.  In the absence of the President or in the
event of his death,  or inability or refusal to act, the Vice  President  (or in
the event  there be more than one Vice  President,  the 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

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of the President,  and when so acting,  shall have all the powers and be subject
to all the restrictions upon the President.

         SECTION 8. The Secretary.  The Secretary  shall (a) keep the minutes of
the  meetings  of the  stockholders,  the  Board  of  Directors,  the  Executive
Committee  (if  designated),  and  all  other  committees,  if any,  of  which a
Secretary shall not have been appointed,  in one or more books provided for that
purpose;  (b) see  that  all  notices  are duly  given  in  accordance  with the
provisions  of these  By-laws and 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) be in charge of the
stock ledger of the  Corporation;  (e) in general perform all duties incident to
the  office  of  Secretary  and such  other  duties  as from time to time may be
assigned to him by the President or by the Board of Directors.

         SECTION  9. The  Treasurer.  The  Treasurer  shall (a) have  charge and
custody of and be responsible  for all funds and securities of the  Corporation;
(b) receive and give receipts for moneys due and payable to the Corporation from
any  source  whatsoever;  (c)  deposit  all  such  moneys  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 By-laws;  and
(d) in general  perform all duties  incident to the office of Treasurer and such
other duties as from time to time may be assigned to him by the  President or by
the Board of Directors. He shall, if required by the Board of Directors,  give a
bond for the

                                       17
<PAGE>

faithful discharge of his duties in such sum and with such surety or sureties as
the Board of Directors shall determine.

         SECTION 10.  Assistant  Secretaries  and Assistant  Treasurers.  At the
request of the Secretary or in his absence or disability,  one or more Assistant
Secretaries  designated  by the Board of Directors  shall have all the powers of
the Secretary.  At the request of the Treasurer or in his absence or disability,
one or more Assistant Treasurers designated by the Board of Directors shall have
all the  powers  of the  Treasurer.  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  President or the
Board of Directors.


                                   ARTICLE VII

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

         SECTION  1.  Contracts.  Except as  otherwise  provided  by law,  these
By-laws  or  resolutions  of the  Board  of  Directors,  any  contract  or other
instrument  shall be valid  and  binding  on the  Corporation  if  executed  and
delivered  in its name and on its behalf by the  President  or in his absence or
disability by any Vice President. The Board of Directors may, however, authorize
any other  officer  or  officers  or other  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 loan shall be  contracted  on behalf of the  
Corporation  and no  evidence of indebtedness  shall be issued in its name  
unless  authorized  by a

                                       18
<PAGE>

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 or other
agent or agents of the  Corporation and in such manner and as shall from time to
time be  determined  by  resolution  of the  Board  of  Directors.  Each of such
officers and agents shall give such bond,  if any, as the Board of Directors may
require.
         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  or as  may  be  designated  by  any  officer  or  officers  of  the
Corporation.


                                  ARTICLE VIII

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

         SECTION 1. Certificates for Shares. Certificates representing shares of
stock  of  the  Corporation  shall  be in  such  form  and  shall  contain  such
information  as shall be required  by law at the time the same are issued.  Such
certificates  shall be (i) signed by the Chairman or Vice  Chairman of the Board
of Directors or by the President or a Vice  President and by the Treasurer or an
Assistant  Treasurer,  or by the  Secretary or an Assistant  Secretary.  If such
certificate is countersigned  (i) by a transfer agent other than the Corporation
or its  employee  or (ii) by a  registrar  other  than  the  Corporation  or its
employee,  any of the  signatures  above  authorized  may be a  facsimile.  Such
certificates

                                       19
<PAGE>


shall bear the seal of the Corporation which may be a facsimile thereof. 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,  the
certificate  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 the date of issue, shall be entered on the
stock  transfer  books of the  Corporation.  The person in whose name any shares
shall stand on the books of the  Corporation  shall be deemed by the Corporation
to be the owner thereof for all purposes.  All  certificates  surrendered to the
Corporation  for transfer  shall be cancelled  and no new  certificate  shall be
issued until the former  certificate for a like number of shares shall have been
surrendered  and cancelled,  except as otherwise  provided in the Certificate of
Incorporation  and  except  that  in case of a  lost,  destroyed,  or  mutilated
certificate a new one may be issued therefor upon such terms and/or 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 transfer books of the  Corporation by the holder
of record  thereof  or by his legal  representative  who  shall  furnish  proper
evidence of authority to transfer,  or by his attorney  thereunto  authorized by
power of attorney  duly  executed  and filed with the  Secretary or the Transfer
Agent of the  Corporation  and on surrender for  cancellation of the certificate
for such shares.
                                       20

<PAGE>

                                   ARTICLE IX

                                   FISCAL YEAR

         The 1994 fiscal year of the Corporation shall commence on September 27,
1993 and end on October 2, 1994. Thereafter,  the fiscal year of the Corporation
shall commence on the first Monday following the Sunday nearest  September 30 in
each year and end on the Sunday nearest September 30 in each year.

                                    ARTICLE X

                                      SEAL

         The corporate seal of the Corporation  shall be in the form of a circle
and shall  include the name of the  Corporation  and  reference  to the year and
place of its incorporation.

                                   ARTICLE XI

                                 INDEMNIFICATION

         SECTION  1.   Indemnification   Respecting  Third  Party  Claims.   The
Corporation,  to the full extent permitted,  and in the manner required,  by the
laws of the State of Delaware  as in effect at the time of the  adoption of this
Article or as such laws may be amended from time to time,  shall  indemnify  any
person who was or is made a party to or is  threatened to be made a party to any
threatened,  pending or completed  action,  suit or  proceeding  (including  any
appeal thereof),  whether civil,  criminal,  administrative  or investigative in
nature (other than an action by or in the right of the  Corporation),  by reason
of the fact that such person is or was a Director, officer, employee or agent of
the Corporation,  or, if at a time when he was a Director,  officer, employee or
agent of the  

                                       21

<PAGE>


Corporation,  is or was serving at the request of, or to represent the interests
of, the  Corporation as a Director,  officer,  partner,  fiduciary,  employee or
agent (a  "Subsidiary  Officer")  of  another  Corporation,  partnership,  joint
venture,  trust,  employee  benefit  plan or other  enterprise  (an  "Affiliated
Entity"), against expenses (including attorneys' fees and disbursements), costs,
judgments,  fines,  penalties  and  amounts  paid  in  settlement  actually  and
reasonably  incurred  by such person in  connection  with such  action,  suit or
proceeding  if such  person  acted in good  faith  and in a manner  such  person
reasonably  believed  to be in or  not  opposed  to  the  best  interest  of the
Corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable cause to believe his or her conduct was unlawful;  provided, however,
that the Corporation shall not be obligated to indemnify against any amount paid
in settlement  unless the  Corporation has consented to such  settlement,  which
consent shall not be unreasonably  withheld. The termination of any action, suit
or  proceeding  by judgment,  order,  settlement or conviction or upon a plea of
nolo  contendere or its  equivalent  shall not, of itself,  create a presumption
that the  person did not act in good  faith and in a manner  which  such  person
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Corporation,  and, with respect to any criminal action or proceeding,  that such
person had  reasonable  cause to believe  that his or her conduct was  unlawful.
Notwithstanding  anything to the contrary in the  foregoing  provisions  of this
Section  1,  a  person  shall  not  be  entitled,  as  a  matter  of  right,  to
indemnification pursuant to this Section 1 against costs or expenses incurred in
connection with any action, suit or proceeding  commenced by such person against
any person who is or was a Director,  officer,  fiduciary,  employee or agent of
the Corporation

                                       22

<PAGE>

or a Subsidiary Officer of any Affiliated Entity, but such  indemnification  may
be provided by the  Corporation  in a specific case as permitted by Section 6 of
this Article.


         SECTION  2.   Indemnification   Respecting   Derivative   Claims.   The
Corporation,  to the full extent permitted,  and in the manner required,  by the
laws of the State of Delaware  as in effect at the time of the  adoption of this
Article or as such laws may be amended from time to time,  shall  indemnify  any
person who was or is made a party to or is  threatened to be made a party to any
threatened,  pending or completed  action or suit (including any appeal thereof)
brought in the right of the  Corporation  to procure a judgment  in its favor by
reason of the fact that such person is or was a Director,  officer,  employee or
agent of the  Corporation,  or,  if at a time when he was a  Director,  officer,
employee or agent of the Corporation, is or was serving at the request of, or to
represent  the  interests  of, the  Corporation  as a  Subsidiary  Officer of an
Affiliated Entity against expenses (including attorneys' fees and disbursements)
and costs  actually and  reasonably  incurred by such person in connection  with
such  action or suit if such  person  acted in good  faith and in a manner  such
person reasonably  believed to be in or not opposed to the best interests of the
Corporation,  except  that no  indemnification  shall be made in  respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable to the  Corporation  unless,  and except to the extent that, the Court of
Chancery  of the State of  Delaware  or the  court in which  such  judgment  was
rendered shall  determine upon  application  that,  despite the  adjudication of
liability  but in view of all the  circumstances  of the  case,  such  person is
fairly and  reasonably  entitled to indemnity for such expenses and costs as the
Court of  Chancery  of the State of  Delaware  or such  other


                                       23

<PAGE>

court  shall  deem  proper.  Notwithstanding  anything  to the  contrary  in the
foregoing  provisions  of this Section 2, a person  shall not be entitled,  as a
matter of right, to indemnification pursuant to this Section 2 against costs and
expenses  incurred  in  connection  with any  action or suit in the right of the
Corporation  commenced by such person, but such  indemnification may be provided
by the  Corporation  in any  specific  case as  permitted  by  Section 6 of this
Article.


         SECTION  3.  Determination  of  Entitlement  to  Indemnification.   Any
indemnification under Section 1 or 2 of this Article (unless ordered by a court)
shall be made by the Corporation  only as authorized in the specific case upon a
determination  that  indemnification  is proper under the circumstances  because
such person has met the applicable standard of conduct set forth in Section 1 or
2 of this  Article.  Such  determination  shall  be  made  (a) by the  Board  of
Directors by a majority  vote of a quorum  consisting  of Directors who were not
parties to the action, suit or proceeding in respect of which indemnification is
sought  or by  majority  vote of the  members  of a  committee  of the  Board of
Directors composed of at least three members each of whom is not a party to such
action,  suit or proceeding,  or (b) if such a quorum is not  obtainable  and/or
such a committee is not established or obtainable,  or, even if obtainable, if a
quorum of disinterested  Directors so directs, by independent legal counsel in a
written  opinion  or  (c) by  the  stockholders.  In the  event  a  request  for
indemnification is made by any person referred to in Section 1 or Section 2, the
Corporation  shall  cause such  determination  to be made not later than 60 days
after such request is made.

                                       24

<PAGE>

         SECTION 4.   Right to Indemnification Upon Successful Defense and For 
Service as a Witness.


                  (a) Notwithstanding  the other  provisions of this  Article, 
to the extent that a Director, officer, employee or agent of the Corporation has
been  successful  on the merits or otherwise  in defense of any action,  suit or
proceeding  referred to in Section 1 or 2 of this Article,  or in defense of any
claim,  issue or  matter  therein,  such  person  shall be  indemnified  against
expenses (including  attorneys' fees) and costs actually and reasonably incurred
by such person in connection therewith.


                  (b) To  the  extent  any  person  who  is or  was a  Director,
officer, employee or agent of the Corporation has served or prepared to serve as
a  witness  in  any  action,  suit  or  proceeding  (whether  civil,   criminal,
administrative  or  investigative  in  nature)  or in any  investigation  by the
Corporation or the Board of Directors  thereof or a committee  thereof or by any
securities exchange on which securities of the Corporation are or were listed by
reason  of his  services  as a  Director,  officer,  employee  or  agent  of the
Corporation or as a Subsidiary Officer of any Affiliated Entity (other than in a
suit  commenced by such person),  the  Corporation  shall  indemnify such person
against  expenses  (including  attorneys'  fees  and  disbursements)  and  costs
actually and reasonably  incurred by such person in connection  therewith within
30 days  after  receipt  by the  Corporation  from such  person  of a  statement
requesting such indemnification, averring such service and reasonably evidencing
such expenses and costs.

         SECTION 5.  Advance of  Expenses.  Expenses  and costs  incurred by any
person  referred  to in Section 1 or Section 2 of this  Article in  defending  a
civil,  criminal,


                                       25
<PAGE>


administrative or investigative  action, suit or proceeding shall be paid by the
Corporation  in  advance  of the  final  disposition  of  such  action,  suit or
proceeding  upon  receipt of an  undertaking  by or on behalf of such  person to
repay such amount if it shall  ultimately be determined  that such person is not
entitled to be indemnified by the Corporation as authorized by this Article.

         SECTION  6.   Indemnification   Not   Exclusive.   The   provision   of
indemnification  to or the advancement of expenses and costs to any person under
this Article, or the entitlement of any person to indemnification or advancement
of expenses and costs under this Article, shall not limit or restrict in any way
the power of the Corporation to indemnify or advance  expenses and costs to such
person  in any  other  way  permitted  by  law or be  deemed  exclusive  of,  or
invalidate, any right to which any person seeking indemnification or advancement
of  expenses  and  costs  may be  entitled  under  any law,  agreement,  vote of
stockholders or disinterested Directors or otherwise,  both as to action in such
person's capacity as an officer, Director,  employee or agent of the Corporation
and as to action in any other capacity while holding any such position.

         SECTION 7. Accrual of Claims;  Successors. The indemnification provided
or  permitted  under this Article  shall apply in respect of any expense,  cost,
judgment,  fine, penalty or amount paid in settlement,  whether or not the claim
or cause of action  in  respect  thereof  accrued  or arose  before or after the
effective  date  of  this  Article.  The  right  of any  person  who is or was a
Director, officer, employee or agent of the Corporation to indemnification under
this  Article  shall  continue  after he shall  have  ceased  to be a

                                       26
<PAGE>

Director,  officer,  employee  or agent and shall  inure to the  benefit  of the
heirs, distributees,  executors,  administrators and other legal representatives
of such person.

         SECTION 8.  Corporate  Obligations;  Reliance.  This  Article  shall be
deemed to  create a binding  obligation  on the part of the  Corporation  to its
current and former  officers,  Directors,  employees and agents and their heirs,
distributees,  executors,  administrators and other legal  representatives,  and
such  persons  in acting in such  capacities  shall be  entitled  to rely on the
provisions of this Article, without giving notice thereof to the Corporation.

         SECTION  9.  Insurance.  The  Corporation  may  purchase  and  maintain
insurance on behalf of any person who is or was a Director, officer, employee or
agent  of  the  Corporation,  or is or was  serving  at the  request  of,  or to
represent  the  interests  of, the  Corporation  as a Subsidiary  Officer of any
Affiliated  Entity,  against  any  liability  asserted  against  such person and
incurred by such person in any such  capacity,  or arising out of such  person's
status as such, whether or not the Corporation would have the power to indemnify
such person  against  such  liability  under the  provisions  of this Article or
applicable law.

         SECTION 10.       Definitions of Certain Terms.
                  (a)  For  purposes  of  this   Article,   references  to  "the
Corporation"  shall  include,  in addition  to the  resulting  corporation,  any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its corporate existence had continued, would
have been permitted under  applicable law to indemnify its Directors,  officers,
employees  or  agents,  so that any person  who is or was a

                                       27
<PAGE>

Director,  officer, employee or agent of such constituent corporation,  or is or
was serving at the request,  or to represent the interests of, such  constituent
corporation as a Director,  officer,  employee or agent of any Affiliated Entity
shall stand in the same  position  under the  provisions  of this  Article  with
respect to the resulting or surviving corporation as such person would have with
respect to such constituent corporation if its separate existence had continued.

                  (b) For purposes of this Article,  references to "fines" shall
include  any excise  taxes  assessed  on a person  with  respect to an  employee
benefit plan;  references to "serving at the request of the  Corporation"  shall
include any service as a Director, officer, fiduciary,  employee or agent of the
Corporation  which imposes  duties on, or involves  services by, such  Director,
officer, fiduciary,  employee or agent with respect to an employee benefit plan,
its participants, or beneficiaries;  and a person who acted in good faith and in
a  manner  such  person  reasonably  believed  to  be in  the  interest  of  the
participants  and  beneficiaries  of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interest of the  Corporation" as
referred to in this Article.


                                       28