EXHIBIT 3(b)
                                   BY-LAWS

                                      OF

                             GUILFORD MILLS, INC.

                    (AS AMENDED THROUGH NOVEMBER 5, 1998)

                                  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

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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 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 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

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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

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

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      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 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

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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
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

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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) 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
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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.

      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.

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                                 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 fourteen (14) 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. No Director shall serve as such beyond
attaining the age of 70, except that Directors serving as such on September 5,
1998 may serve until the later of (i) the expiration of the term of office to
which he or she previously has been elected or (ii) age 72. Notwithstanding the
foregoing, each of Maurice A. Fishman, George Greenberg and Charles A. Hayes
shall be eligible to be designated as a Director Emeritus. Any such appointment
shall be for a one year term expiring with the next Annual Meeting of
Stockholders after such appointment. The one year term shall be subject to
renewal, at the meeting of Directors immediately following the Annual Meeting of
Stockholders, for successive one year periods not beyond the 80th birthday of
the Director Emeritus. A Director Emeritus shall not be considered a member of
the Board of Directors, but shall be a consultant to the Board. Compensation for
a Director Emeritus shall be as determined by the entire Board of Directors, but
shall not in any event exceed the cash compensation paid to Directors for
serving as such. Compensation for a Director Emeritus shall not include stock
option

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grants or any other stock-based compensation. Directors Emeritus shall
have none of the rights, obligations or duties of a Director including, without
limitation, voting rights. Directors Emeritus shall be invited to attend and
speak at meetings of the Board of Directors but shall not serve on or attend
Committee meetings.

      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 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

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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 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.

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      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 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.

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      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.

      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.

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                                  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 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.

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      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 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

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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.

      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.

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      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 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

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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 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.

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      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 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

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employee, any of the signatures above authorized may be a facsimile. Such
certificates 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.



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                                  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
Corporation, is or was serving at the request of, or to represent the interests
of, the

                                       21
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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 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.

                                       22
<PAGE>

      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 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

                                       23
<PAGE>

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.

      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

                                       24
<PAGE>

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, 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.

                                       25
<PAGE>

      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 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

                                       26
<PAGE>

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 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.

                                       27
<PAGE>

            (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.

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