Exhibit 3.2

                           AMENDED AND RESTATED BYLAWS
                           ---------------------------

                                       OF
                                       --

                        GYRODYNE COMPANY OF AMERICA, INC.
                        ---------------------------------

             (Incorporated Under the Laws of the State of New York)

     These By-laws are supplemental to the New York Business Corporation Law and
other applicable provisions of law, as the same shall from time to time be in
effect.

ARTICLE I. OFFICES. The principal office shall be in the Village of St. James,
Town of Smithtown, County of Suffolk, State of New York. The Corporation may
have offices and places of business at such other places, both within and
without the State of New York, as may be determined by the Board of Directors.

ARTICLE II. MEETINGS OF STOCKHOLDERS.

     Section 201. Place of Meetings. All meetings of the stockholders shall be
held at such place or places, within or without the State of New York, as shall
be determined by the Board of Directors from time to time.

     Section 202. Annual Meetings. The annual meeting of the stockholders for
the election of Directors and the transaction of such other business as may
properly come before the meeting shall be held at such date or hour as may be
fixed by the Board of Directors. Any business which is a proper subject for
stockholder action may be transacted at the annual meeting, irrespective of
whether the notice of said meeting contains any reference thereto, except as
otherwise provided by applicable law or these By-Laws.

     Section 203. Special Meetings. Special meetings of the stockholders may be
called at any time by the President, the Chairman of the Board or by the Board
of Directors pursuant to a resolution adopted by a majority of the total number
of directors which the Corporation would have if there were no vacancies (the
"Whole Board").

     Section 204. Notice of the Meetings.

     (a) Written or printed notice, stating the place, day and hour of the
meeting and the purpose or purposes for which the meeting is called, shall be
given by the Corporation not less than ten (10) days nor more than sixty (60)
days before the date of the meeting, either personally or by first class mail.
Notice may be given by third class mail, in which event, the notice shall be
given not fewer than twenty-four (24) nor more than sixty (60) days before the
date of the meeting. If mailed, such notice shall be deemed to be given when
deposited in the United States mail with postage thereon prepaid, addressed to
the stockholder at his address as it appears on the stock transfer books of the

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Corporation or at such other address given by the stockholder in accordance with
law.

     (b) Any previously scheduled meeting of the stockholders may be postponed,
and any special meeting of the stockholders may be cancelled, by resolution of
the Board of Directors upon public notice given prior to the date previously
scheduled for such meeting of stockholders.

     Section 205. Quorum. The holders of a majority of the votes of shares
entitled to vote thereat shall constitute a quorum at any meeting of
stockholders for the transaction of business except as otherwise provided by
law.

     Section 206. Conduct of Stockholders' Meetings; Adjournment.

     (a) The Chairman of the Board shall preside at all stockholders' meetings.
In the absence of the Chairman of the Board, the President shall preside. The
Officer presiding over the stockholders' meeting may establish such rules and
regulations for the conduct of the meeting as he/she may deem to be reasonably
necessary or desirable for the orderly and expeditious conduct of the meeting,
and shall fix and announce at the meeting the date and time of the opening and
the closing of the polls for each matter upon which the stockholders will vote
at the stockholders' meeting. Subject to Section 302 of these By-Laws, unless
the Officer presiding over the stockholders' meeting otherwise requires,
stockholders need not vote by ballot on any question.

     (b) The presiding Officer at a stockholders' meeting or a majority of the
shares of the Corporation present thereat, represented in person or by proxy,
may adjourn the meeting from time to time, whether or not there is a quorum. No
notice of the time and place of adjourned meetings need be given except as
required by law. The stockholders present at a duly called meeting at which a
quorum is present may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.

     Section 207. Inspectors of Election. At least two inspectors of election
shall be appointed by the Board of Directors to serve at each annual or special
meeting of stockholders. Such inspectors may include individuals who serve the
Corporation in other capacities, including, without limitation, as officers,
employees, agents or representatives.

     The inspectors shall determine the number of shares outstanding and the
voting power of each, the shares represented at the meeting, the existence of a
quorum, the validity and effect of proxies, and shall receive votes or consents,
hear and


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determine all challenges and questions arising in connection with the right to
vote, count and tabulate all votes or consents, determine the result, and do
such acts as are proper to conduct the election or vote with fairness to all
stockholders. If there are three or more inspectors, the act of a majority shall
govern. On request of the presiding Officer or any stockholder entitled to vote
thereat, the inspectors shall make a report in writing of any challenge,
question or matter determined by them. Any report made by them shall be prima
facie evidence of the facts therein stated, and such report shall be filed with
the minutes of the meeting.

     Section 208. Action of Stockholders. Except as otherwise provided by law,
the Certificate of Incorporation, or these By-Laws, in all matters other than
the election of directors (which is governed by Section 302 of these By-Laws),
the affirmative vote of a majority of the shares present in person or
represented by proxy at the meeting and entitled to vote on the matter shall be
the act of the stockholders.

     Section 208. Notice of Stockholder Business and Nominations.

     (a) Annual Meetings of Stockholders.

          (1) Nominations of persons for election to the Board of Directors of
the Corporation and the proposal of business to be considered by the
stockholders may be made at an annual meeting of stockholders (A) pursuant to
the Corporation's notice of meeting, (B) by or at the direction of the Board of
Directors or (C) by any stockholder of the Corporation who was a stockholder of
record at the time of giving of notice provided for in this By-Law, who is
entitled to vote at the meeting, who complies with the notice procedures set
forth in this By-Law and who (in the case of nominations of persons for election
to the Board of Directors of the Corporation) has continuously held at least
$2000 in market value, or 1%, of the Corporation's outstanding capital stock
entitled to vote for at least one year by such date of giving of notice or who
is entitled to cast votes with respect to at least 5% percent of the outstanding
capital stock of the Corporation, and who complies with the notice procedures
set forth in this By-Law.

          (2) For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (C) of paragraph (a)(1) of
this By-Law, the stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation and such other business must otherwise be a
proper matter for stockholder action. To be timely, a stockholder's notice shall
be delivered to the Secretary at the principal executive offices of the
Corporation not later than the close of business on the 120th day nor earlier
than the


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close of business on the 150th day prior to the first anniversary of the
preceding year's annual meeting; provided, however, that in the event that the
date of the annual meeting is more than 30 days before or more than 60 days
after such anniversary date, notice by the stockholder to be timely must be so
delivered not earlier than the close of business on the 120th day prior to such
annual meeting and not later than the close of business on the later of the 90th
day prior to such annual meeting or the 10th day following the day on which
public announcement of the date of such meeting is first made by the
Corporation. In no event shall the public announcement of an adjournment of an
annual meeting commence a new time period for the giving of a stockholder's
notice as described above. Such stockholder's notice shall set forth (a) as to
each person whom the stockholder proposes to nominate for election or
re-election as a director, all information relating to such person that is
required to be disclosed in solicitations of proxies for election of directors
in an election contest, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") and Rule 14a-11 thereunder (including such person's written
consent to being named in the proxy statement as a nominee and to serving as a
director if elected); (b) as to any other business that the stockholder proposes
to bring before the meeting, a brief description of the business desired to be
brought before the meeting, the reason for conducting such business at the
meeting and any material interest in such business of such stockholder and the
beneficial owner, if any, on whose behalf the proposal is made; and (c) as to
the stockholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is made, (i) the name and address of such
stockholder, as they appear on the books of the Corporation, and of such
beneficial owner, and (ii) the class and number of shares of the Corporation
which are owned beneficially and of record by such stockholder and such
beneficial owner and the length of time such shares were held.

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


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     (b) Special Meetings of Stockholders. Only such business shall be conducted
at a special meeting of stockholders as shall have been brought before the
meeting pursuant to the Corporation's notice of meeting. Nominations of persons
for election to the Board of Directors may be made at a special meeting of
stockholders at which directors are to be elected pursuant to the Corporation's
notice of meeting (a) by or at the direction of the Board of Directors or (b)
provided that the Board of Directors has determined that directors shall be
elected at such meeting, by any stockholder of the Corporation who is a
stockholder of record at the time of giving of notice provided for in this
By-Law, who shall be entitled to vote at the meeting and who complies with the
notice procedures set forth in this By-Law. In the event the Corporation calls a
special meeting of stockholders for the purpose of electing one or more
directors to the Board of Directors, any such stockholder may nominate a person
or persons (as the case may be), for election to such position(s) as specified
in the Corporation's notice of meeting, if the stockholder's notice required by
paragraph (a)(2) of this By-Law shall be delivered to the Secretary at the
principal executive offices of the Corporation not earlier than the close of
business on the 120th day prior to such special meeting and not later than the
close of business on the later of the 90th day prior to such special meeting or
the 10th day following the day on which public announcement is first made of the
date of the special meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting. In no event shall the public
announcement of an adjournment of a special meeting commence a new time period
for the giving of a stockholder's notice as described above.

     (c) General.

          (1) Only such persons who are nominated in accordance with the
procedures set forth in this By-Law shall be eligible for serve as directors and
only such business shall be conducted at a meeting of the stockholders as shall
have been brought before the meeting in accordance with the procedures set forth
in this By-Law. Except as otherwise required by law, the Officer presiding over
such stockholders' meeting shall have the power and duty to determine whether a
nomination or any business proposed to be brought before the meeting was made or
proposed, as the case may be, in accordance with the procedures set forth in
this By-Law and, if any proposed nomination or business is not in compliance
with this By-Law, to declare that such defective proposal or nomination shall be
disregarded.

          (2) For purposes of this By-Law, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones New Service, Associated
Press or comparable national news service or in a document publicly filed by the
Corporation


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with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d)
of the Exchange Act.

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

ARTICLE III. DIRECTORS AND BOARD MEETINGS.

     Section 301. Management by Board of Directors. The business and affairs of
the Corporation shall be managed by its Board of Directors. The Board of
Directors may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute, regulation, the Articles of Incorporation
or these Bylaws directed or required to be exercised or done by the
stockholders.

     Section 302. Procedure for Election of Directors; Required Vote. Election
of directors at all meetings of the stockholders at which directors are to be
elected shall be by ballot, and, subject to the rights of the holders of any
series of preferred stock to elect directors under specified circumstances, a
plurality of the votes cast thereat shall elect directors.

     Section 303. Number of Directors. The Board of Directors shall consist of
not less than three (3) nor more than nineteen (19) directors, who need not be
stockholders. Within these limits, the number of directors of the Corporation
shall be fixed from time to time by resolution of the Board of Directors.

     Section 304. Classification of Directors. The directors in office shall be
divided, with respect to the time for which they severally hold office, into
three classes: Class I, Class II and Class III. The term of office of the Class
I directors will expire at the 1997 annual meeting of stockholders, the term of
office of the Class II directors will expire at the 1998 annual meeting of
stockholders and the term of office of the Class III directors will expire at
the 1999 annual meeting of stockholders following their election, and shall hold
office until their successors have been duly elected and qualified. At each
annual meeting of stockholders, commencing with the 1997 annual meeting,
directors elected to succeed the directors whose terms then expire shall be
elected for a term of office to expire


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at the third succeeding annual meeting of stockholders following their election.
Directors shall hold office until their successors have been duly elected and
qualified, provided, however, that a director may resign. If the number of
directors is not evenly divisible into thirds, the Board shall determine which
Class or Classes shall have one extra director. Any additional director of any
Class elected to the Board of Directors to fill a vacancy from an increase in
such Class shall hold office for the term that expires as to that Class. The
tenure of a director shall not be affected by any decrease in the number of
directors so made by the Board.

     Section 305. Removal and Vacancies. Any director or directors may be
removed at any time, but only for "cause" by the affirmative vote of two-thirds
(2/3) of the directors then in office or by vote of the stockholders at a
special meeting called for that purpose. "Cause" for purposes hereof shall be
defined as criminal acts, misfeasance of office or other similar acts. If the
office of any director or directors becomes vacant by reason of death,
resignation, retirement, disqualification, removal from office, increase in the
authorized number of directors, or otherwise, the remaining directors, though
less than a quorum or by the sole remaining director shall choose a successor,
successors or additional directors who shall hold office for the remainder of
the term of the vacant office. In the event of a vacancy, the Board of
Directors, may, in its discretion, reduce the number of directors by allowing
the vacated office to remain vacant. In the event that the Board of Directors
increases the number of directors, such new directors will be elected by the
Board of Directors to a Class or Classes of directors so designated by the Board
for the term(s) to expire at the annual meeting(s) of the Corporation next
electing such Class or Classes, except as otherwise required by law.

     Section 306. Quorum. A majority of the directors shall constitute a quorum
at any meeting except as otherwise provided by law but a lesser number may
adjourn any meeting from time to time and the meeting may be held as so
adjourned without further notice.

     Section 307. Regular Meetings. Regular meetings of the Board of Directors
shall be held on such day, at such hour, and at such place, consistent with
applicable law, as the Board shall from time to time designate or as may be
designated in any notice from the Secretary calling the meeting. The Board of
Directors shall meet for reorganization at the first regular meeting following
the annual meeting of stockholders at which the Directors are elected. Notice
need not be given of regular meetings of the Board of Directors which are held
at the time and place designated by the Board of Directors. If a regular meeting
is not to be held at the time and place designated by the Board of


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Directors, notice of such meeting, which need not specify the business to be
transacted thereat and shall be given (a) if by mail, at least five (5) days, or
(b) if by telecopy, facsimile, telegraph, cable or other recorded communications
or delivered personally or by telephone, not less than two (2) days before the
time of such meeting, excepting the Organization Meeting following the election
of Directors. Notices shall be given to each director at the addresses that
he/she has furnished to the Secretary as the address for such notices.

     Except as otherwise provided by law or in these by-laws herein, a majority
of those directors present and voting at any meeting of the Board of Directors,
if a quorum is present at such time, shall decide each matter considered. A
director cannot vote by proxy, or otherwise act by proxy, at a meeting of the
Board of Directors.

     Section 308. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board, or in his absence, by the President,
or at the request of three or more members of the Board of Directors. A special
meeting of the Board of Directors shall be deemed to be any meeting other than
the regular meeting of the Board of Directors. Notice of the time and place of
every special meeting, which need not specify the business to be transacted
thereat and which may be either verbal or in writing, shall be given by the
Secretary to each member of the Board (a) if by mail, at least seventy-two (72)
hours or (b) if by telecopy, facsimile, telegraph, cable or other recorded
communications or delivered personally or by telephone, not less than eighteen
hours before the time of such meeting, excepting the Organization Meeting
following the election of Directors. Notices shall be given to each director at
the addresses that he has furnished to the Secretary as the address for such
notices.

     Waiver of Notice in writing by any director of any special meeting of the
Board or of any committee thereof, whether prior or subsequent to such meeting,
or attendance at such meeting by any director, shall be equivalent to notice to
such directors of such meeting.

     Section 309. Report and Records. The reports of Officer and Committees and
the records of the proceedings of all Committees shall be filed with the
Secretary of the Corporation and presented to the Board of Directors, if
practicable, at its next regular meeting. The Board of Directors shall keep
complete records of its proceedings in a minute book kept for that purpose. When
a Director shall request it, the vote of each Director upon a particular
question shall be recorded in the minutes.


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     Section 310. Committees.

     (a) Executive Committee. The Board of Directors shall appoint three or more
of its directors to act as an Executive Committee. The Committee shall be
comprised of the Chairman and other directors. Such Committee shall, when the
Board of Directors is not meeting, assume such duties and perform such services
as may be assigned to it by the Board of Directors, with the same force and
effect as though the Board of Directors had performed the same. A quorum of the
Executive Committee shall be constituted when a majority of the same are
present.

     The Executive Committee has all the authority of the Board of Directors,
except with respect to certain matters that by statute may not be delegated by
the Board of Directors. The Committee acts only in the intervals between
meetings of the full Board of Directors. It acts usually in those cases where it
is not feasible to convene a special meeting of the Board or where the agenda is
the technical completion of undertakings already approved in principle by the
Board.

     All action by the Executive Committee shall be reported to the Board of
Directors at its meeting next succeeding such action, and shall be subject to
revision or alteration by the Board of Directors; provided that no rights or
acts of third parties shall be affected by any such revision or alteration.

     The Executive Committee shall fix its own rules of procedure and shall meet
where and as provided by such rules, or by resolution of the Board of Directors,
but in every case the presence of a majority of its members shall be necessary
to constitute a quorum.

     In every case, the affirmative vote of a majority of all members of the
Committee present at the meeting shall be necessary to its adoption of any
resolution.

     (b) Other Committees of this Board. The Board of Directors may appoint
directors to comprise one or more of the following Committees who shall serve at
the pleasure of the Board.

          (1) Audit Committee. The Committee shall be comprised of non-employee
directors. The duties of the Committee include recommendation of the independent
accountants to be appointed by the Board; approval of the scope of the
accountants' examination and other services; review of financial statements,
including auditors' opinions and management letters, and reporting to the Board
the Committee's recommendation with respect thereto; review of financial and/or
fiscal policies and policy decisions; determination of the duties and


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responsibilities of the officer with internal auditing responsibility; approval
of the scope of such officer's work and review of the results thereof and,
through review of the results of internal and external audits, monitoring of
internal programs to ensure compliance with laws, regulations and the Company's
responsibilities for financial reporting to the public.

          (2) Executive Compensation Committee. The Committee shall be comprised
of non-employee directors. The duties of the Committee include approval of
salaries to be paid to senior executive officers; approval of or delegation to
the President of the authority to approve the salaries of all other officers;
and the annual review of all significant financial relationships which directors
and officers have with the company, directly or indirectly. The duties also
include investigation of any complaints concerning possible conflicts of
interests involving directors or officers of the Company, recommendations to the
Board of actions to be taken to remove any such conflicts and recommendation of
policies or procedures designed to avoid any such conflicts of interest.

          (3) Stock Option Committee. The Committee shall be comprised of
non-employee directors not eligible to participate in the Company's 1993 Stock
Incentive Plan or other stock option plans for the benefit of Company employees.
The duties of the Committee involve the review and administration of employee
stock option plans for the benefit of officers and employees maintained by the
Company, including the granting of options and awards with respect thereto.

          (4) Nominating Committee. The Committee shall be comprised of the
Chairman of the Board and non-employee directors. The duties of the Committee
include recommendation to the Board with respect to nominees for election as
directors; and recommendation to the Board with respect to the composition of
all Committees of the Board other than the Executive and Nominating Committees.

     A majority of the number of members of any Committee shall constitute a
quorum for the transaction of business. The action of a majority of members
present at a Committee meeting at which a quorum is present shall constitute the
act of the Committee.

ARTICLE IV. OFFICERS.

     Section 401. Officers. The Officers of the Corporation shall be a Chairman,
a President, a Secretary, a Treasurer, and such other Officers and Assistant
Officers, as the Board of Directors may from time to time deem advisable. Except
for the


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President and Secretary, the Board may refrain from filling any of the said
offices at any time and from time to time. Except as otherwise required by
applicable law, the same individual may hold any two (2) or more offices. The
Officers shall be elected by the Board of Directors at the time, in the manner
and for such terms as the Board of Directors from time to time shall determine.
Any Officer may be removed at any time, with or without cause, and regardless of
the term for which such Officer was elected, but without prejudice to any
contract right of such Officer. Each Officer shall hold his office for the
current year for which he was elected or appointed by the Board unless he shall
resign, becomes disqualified, or be removed at the pleasure of the Board of
Directors.

     Section 402. Chairman of the Board. The Board of Directors shall elect a
Chairman of the Board at the first regular meeting of the Board following each
annual meeting of stockholders at which Directors are elected. The Chairman of
the Board shall be a member of the Board of Directors and shall preside at the
meetings of the Board and perform such other duties as may be prescribed by the
Board of Directors.

     Section 403. President. The President shall have general supervision of all
of the departments and business of the Corporation and shall prescribe the
duties of the other Officers and Employees and see to the proper performance
thereof. The President shall be responsible for having all orders and
resolutions of the Board of Directors carried into effect. The President shall
execute on behalf of the Corporation and may affix or cause to be affixed a seal
to authorized documents and instruments requiring such execution, except to the
extent that signing and execution thereof shall have been delegated to some
other Officer or Agent of the Corporation by the Board of Directors or by the
President. The President shall be a member of the Board of Directors. In the
absence or disability of the Chairman of the Board or his/her refusal to act,
the President shall preside at meetings of the Board. In general, the President
shall perform all the duties and exercise all of the powers and authorities
incident to such office or as prescribed by the Board of Directors.

     Section 404. Secretary. The Secretary shall act under the supervision of
the President or such other Officers as the President may designate. Unless the
Board has elected a Secretary to the Board of Directors, or unless a designation
to the contrary is made at a meeting, the Secretary shall attend all meetings of
the Board of Directors and all meetings of the stockholders and record all of
the proceedings of such meetings in a book to be kept for that purpose, and
shall perform like duties for the standing Committees when required by these
By-laws or otherwise. The Secretary shall give, or cause to be given, notice of
all


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meetings of the stockholders and of the Board of Directors. The Secretary shall
keep a seal of the Corporation, and, when authorized by the Board of Directors
or the President, cause it to be affixed to any documents and instruments
requiring it. The Secretary shall perform such other duties as may be prescribed
by the Board of Directors, President, or such other Supervising Officer as the
President may designate.

     Section 405. Treasurer. The Treasurer shall act under the supervision of
the President or such other Officer as the President may designate. The
Treasurer shall have custody of the Corporation's funds and such other duties as
may be prescribed by the Board of Directors, President or such other Supervising
Officer as the President may designate.

     Section 406. General Powers. The Officers are authorized to do and perform
such corporate acts as are necessary in the carrying on of the business of the
Corporation, subject always to the direction of the Board of Directors.

ARTICLE V. INDEMNIFICATION.

     Section 501. Mandatory Indemnification.

     (a) The Corporation shall, to the full extent permitted by the New York
Business Corporation Law, as amended from time to time (but, in the case of any
such amendment, only to the extent that such amendment permits the Corporation
to provide broader indemnification rights than said law permitted the
Corporation to provide prior to such amendment) indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceedings, whether civil, criminal, administrative
or investigative, by reason of the fact that he/she is or was a director,
officer or employee of the Corporation or any of its subsidiaries or was serving
at the request of the Corporation as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans maintained
or sponsored by the Corporation, against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid or to be paid in settlement) reasonably incurred or suffered by
such person in connection therewith, and such indemnification shall continue as
to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of his or her heirs, executors and administrators;
provided, however, that except as provided in paragraph (c) of this Section 501,
the Corporation shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such person only if
such proceeding (or part


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thereof) was authorized by the Board of Directors. Any right of indemnification
so provided shall be a contract right and shall include the right to be paid by
the Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition, such advances to be paid by the Corporation
within 20 days after receipt by the Corporation of a statement or statements
from the claimant requesting such advance or advances from time to time;
provided, however, that if the New York Business Corporation Law requires, the
payment of such expenses incurred by a director or officer in his or her
capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or officer,
including, without limitation, service to any employee benefit plan) in advance
of the final disposition of a proceeding shall be made only upon delivery to the
Corporation of an undertaking by or on behalf of such director or officer to
repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under this By-Law or
otherwise.

     (b) To obtain indemnification under this By-Law, a claimant shall submit to
the Corporation a written request, including therein or therewith such
documentation and information as is reasonably available to the claimant and is
reasonably necessary to determine whether and to what extent the claimant is
entitled to indemnification. Upon written request by a claimant for
indemnification pursuant to the first sentence of this paragraph (b), a
determination, if required by applicable law, with respect to the claimant's
entitlement thereto shall be made as follows: (1) if requested by the claimant,
by Independent Counsel (as hereinafter defined), or (2) if no request is made by
the claimant for a determination by Independent Counsel, (i) by the Board of
Directors by a majority vote of a quorum consisting of Disinterested Directors
(as hereinafter defined), or (ii) if a quorum of the Board of Directors
consisting of Disinterested Directors is not obtainable or, even if obtainable,
such quorum of Disinterested Directors so directs, by Independent Counsel in a
written opinion to the Board of Directors, a copy of which shall be delivered to
the claimant, or (iii) if a quorum of Disinterested Directors so directs, by the
stockholders of the Corporation. In the event the determination of entitlement
to indemnification is to be made by Independent Counsel at the request of the
claimant, the Independent Counsel shall be selected by the Board of Directors
unless there shall have occurred within two years prior to the date of the
commencement of the action, suit or proceedings for which indemnification is
claimed a Change of Control (as hereinafter defined), in which case the
Independent Counsel shall be selected by the claimant unless the claimant shall
request that such selection be made by the Board of Directors. If it is so
determined that the claimant is entitled to indemnification, payment to the
claimant shall be made within ten days after such determination.


                                       13
<PAGE>

     (c) If a claim under paragraph (a) of this Section 501 is not paid in full
by the Corporation within thirty days after a written claim pursuant to
paragraph (b) of this By-Law has been received by the Corporation, the claimant
may at any time thereafter bring suit against the Corporation to recover the
unpaid amount of the claim and, if successful in whole or in part, the claimant
shall be entitled to be paid also the expense of prosecuting such claim. It
shall be a defense to any such action (other than an action brought to enforce a
claim for expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Corporation) that the claimant has not met the standard of
conduct which makes it permissible under the New York Business Corporation Law
for the Corporation to indemnify the claimant for the amount claimed, but the
burden of proving such defense shall be on the Corporation. Neither the failure
of the Corporation (including its Board of Directors, Independent Counsel or
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
New York Business Corporation Law, nor an actual determination by the
Corporation (including its Board of Directors, Independent Counsel or
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.

     (d) If a determination shall have been made pursuant to paragraph (b) of
this Section 501 that the claimant is entitled to indemnification, the
Corporation shall be bound by such determination in any judicial proceeding
commenced pursuant to paragraph (c) of this Section 501.

     (e) The Corporation shall be precluded from asserting in any judicial
proceeding commenced pursuant to paragraph (c) of this Section 501 that the
procedures and presumptions of this Section 501 are not valid, binding and
enforceable and shall stipulate in such proceeding that the Corporation is bound
by all the provisions of this By-Law.

     (f) The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in this
By-Law shall not be exclusive of any other right which any person may have or
hereafter acquire under any statute, provision of the Certificate of
Incorporation, By-Laws, agreement, vote of stockholders or Disinterested
Directors or otherwise. No repeal or modification of this Section 501 shall in
any way diminish or adversely affect the rights of any director, officer,
employee or agent of the Corporation


                                       14
<PAGE>

hereunder in respect of any occurrence or matter arising prior to any such
repeal or modification.

     (g) The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or loss
under the New York Business Corporation Law. To the extent that the Corporation
maintains any policy or policies providing such insurance, each such director or
officer, and each such agent or employee to which rights to indemnification have
been granted as provided in paragraph (h) of this Section 501, shall be covered
by such policy or policies in accordance with its or their terms to the maximum
extent of the coverage thereunder for any such director, officer, employee or
agent.

     (h) The Corporation may, to the extent authorized from time to time by the
Board of Directors or the stockholders of the Corporation by resolution thereof,
grant rights to indemnification, and rights to be paid by the Corporation the
expenses incurred in defending any proceeding in advance of its final
disposition, to any employee or agent of the Corporation to the fullest extent
of the provisions of this Section 501 with respect to the indemnification and
advancement of expenses of directors and officers of the Corporation, or to any
directors or officers of the Corporation to the extent such rights are permitted
by law and not available under this Section 501.

     (i) If any provision or provisions of this Section 501 shall be held to be
invalid, illegal or unenforceable for any reason whatsoever: (1) the validity,
legality and enforceability of the remaining provisions of this Section 501
(including, without limitation, each portion of any paragraph of this Section
501 containing any such provision held to be invalid, illegal or unenforceable,
that is not itself held to be invalid, illegal or unenforceable) shall not in
any way be affected or impaired thereby; and (2) to the fullest extent possible,
the provisions of this Section 501 (including, without limitation, each such
portion of any paragraph of this Section 501 containing any such provision held
to be invalid, illegal or unenforceable) shall be construed so as to give effect
to the intent manifested by the provision held invalid, illegal or
unenforceable.

     (j) For purposes of this By-Law:

          (1) "Change of Control" means

               (A) The acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of


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<PAGE>

the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a
"Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of 20% or more of either (i) the then outstanding shares
of the Corporation's Common Stock or (ii) the combined voting power of the then
outstanding voting securities of the Corporation entitled to vote generally in
the election of directors (the "Corporation Voting Securities"); provided,
however, that for purposes of this subsection (a), the following acquisitions
shall not constitute a Change of Control; (i) any acquisition directly from the
Corporation, (ii) any acquisition by the Corporation, (iii) any acquisition by
any employee benefit plan (or related trust) sponsored or maintained by the
Company or (iv) any acquisition pursuant to a transaction which complies with
clauses (i), (ii) and (iii) of paragraph (C) of this Section 501(j)(1); or

               (B) Individuals who, as of August 1, 2001, constitute the Board
(the "Incumbent Board") cease for any reason to constitute at least a majority
of the Board; provided, however, that any individual becoming a director
subsequent to August 1, 2001 whose election, or nomination for election by the
Corporation's stockholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or

               (C) Consummation by the Corporation of a reorganization, merger
or consolidation or sale or other disposition of all or substantially all of the
assets of the Corporation or the acquisition of assets of another entity (a
"Business Combination"), in each case, unless, following such Business
Combination, (i) all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the outstanding common stock and
outstanding voting securities of the Corporation immediately prior to such
Business Combination beneficially own, directly or indirectly, more than 60% of,
respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation, a
corporation which as a result of such transaction owns the Corporation or all or
substantially all of the Corporation's assets either directly or through one or
more subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination, of the Corporation's


                                       16
<PAGE>

outstanding common stock and outstanding voting securities, as the case may be,
(ii) no Person (excluding any employee benefit plan (or related trust) of the
Corporation or such corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 20% or more of, respectively, the
then outstanding shares of common stock of the corporation resulting from such
Business Combination or the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such ownership existed
prior to the Business Combination and (iii) at least a majority of the members
of the board of directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time of the execution of
the initial agreement, or of the action of the Board, providing for such
Business Combination; or

               (D) Approval by the stockholders of the Corporation of a complete
liquidation or dissolution of the Corporation.

          (2) "Disinterested Director" means a director of the Corporation who
is not and was not a party to the action or proceeding in respect of which
indemnification is sought by the claimant.

          (3) "Independent Counsel" means a law firm, a member of a law firm, or
an independent practitioner, that is experienced in matters of corporation law
and shall include any person who, under the applicable standards of professional
conduct then prevailing, would not have a conflict of interest in representing
either the Corporation or the claimant in an action to determine the claimant's
rights under this By-Law.

     (k) Any notice, request or other communication required or permitted to be
given to the Corporation under this By-Law shall be in writing and either
delivered in person or sent by telecopy, telex, telegram, overnight mail or
courier service, or certified or registered mail, postage prepaid, return
receipt requested, to the Secretary of the Corporation and shall be effective
only upon receipt by the Secretary.

ARTICLE VI. SHARES OF CAPITAL STOCK

     Section 601. Authority to Sign Share Certificates. Every share certificate
of the Corporation shall be signed by the President or Vice President and by the
Secretary or one of the Assistant Secretaries. Certificates may be signed by a
facsimile signature of the President and the Secretary or one of the Assistant
Secretaries of the Corporation.

     Section 602. Lost of Destroyed Certificates. Any person claiming a share
certificate to be lost, destroyed or


                                       17
<PAGE>

wrongfully taken shall receive a replacement certificate if such person shall
have: (a) requested such replacement certificate before the Corporation has
notice that the shares have been acquired by a bona fide purchaser; (b) provided
the Corporation with an indemnity agreement satisfactory in form and substance
to the Board of Directors, or the President or the Secretary; and (c) satisfied
any other reasonable requirements (including providing an affidavit and a surety
bond) fixed by the Board of Directors, or the President or the Secretary.

ARTICLE VII. GENERAL

     Section 701. Corporate Seal. The seal of the corporation shall be circular
in form and shall contain the name of the Corporation, the year "1946" and the
words "Corporate Seal, New York."

     Section 702. Fiscal Year. The fiscal year of the Corporation shall begin on
the first (1st) day of May in each year and end on the thirtieth (30th) day of
April in each year.

     Section 703. Record Date. The Board of Directors may fix any time
whatsoever not less than ten (10) nor more than sixty (60) days prior to the
date of any meeting of stockholders, or the date for the payment of any dividend
or distribution, or the date for the allotment of rights, or the date when any
change or conversion or exchange of shares will be made or will go into effect,
as a record date for the determination of the stockholders entitled to notice
of, or to vote at, any such meetings, or entitled to receive payment of any such
dividend or distribution, or to receive any such allotment of rights, or to
exercise the rights in respect to any such change, conversion or exchange of
shares.

     Section 704. Emergency By-Laws. In the event of any emergency resulting
from a nuclear attack or similar disaster, and during the continuance of such
emergency, the following By-Laws provisions shall be in effect, notwithstanding
any other provisions of the By-Laws:

     (a) A meeting of the Board of Directors or of any Committee thereof may be
called by any Officer or director upon one (1) hour's notice to all persons
entitled to notice whom, in the sole judgment of the notifier, it is feasible to
notify;

     (b) The director or directors in attendance at the meeting of the Board of
Directors or of any Committee thereof shall constitute a quorum; and

     (c) These By-Laws may be amended or repealed, in whole or in part, by a
majority vote of the directors attending any


                                       18
<PAGE>

meeting of the Board of Directors, provided such amendment or repeal shall only
be effective for the duration of such emergency.

     Section 705. Severability. If any provision of these By-Laws is illegal or
unenforceable as such, such illegality or unenforceability shall not affect any
other provision of these By-Laws and such other provisions shall continue in
full force and effect.

ARTICLE VIII. AMENDMENT OR REPEAL.

     Section 801. Amendments. These By-Laws may be altered or amended or
repealed by the affirmative vote of a majority of the stock issued and
outstanding and entitled to vote thereat, at any annual meeting of the
stockholders or at any special meeting of the stockholders if notice of the
proposed alteration or amendment or repeal be contained in the notice of such
special meeting, or by the affirmative vote of a majority of the Board of
Directors at any regular meeting of the Board of Directors, or at any special
meeting of the Board of Directors if notice of the proposed alteration or
amendment or repeal be contained in the notice of such special meeting.

ARTICLE IX. APPROVAL OF RESTATED AND AMENDED BY-LAWS

     Section 901. Approval and Effective Date. These Amended and Restated
By-laws have been approved as the By-laws of the Corporation this 6th day of
August, 2001, and shall be effective as of said date.


                                             --------------------------------
                                             Peter A. Pitsiokos, Secretary




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