As amended through July 25, 1990

                                     BY-LAWS
                                       OF
                            HOUGHTON MIFFLIN COMPANY

                                   ARTICLE I.
                                  Stockholders

            1. Meetings. Meetings of the stockholders may be held at the main
office of the corporation in the City of Boston, County of Suffolk, Commonwealth
of Massachusetts, or at such places within or without the Commonwealth of
Massachusetts as may be specified in the notices of such meetings; provided,
that, when any meeting is convened, the presiding officer may adjourn the
meeting for a period of time not to exceed 30 days if (a) no quorum is present
for the transaction of business or (b) the Board of Directors determines that
adjournment is necessary or appropriate to enable the stockholders (i) to
consider fully information which the Board of Directors determines has not been
made sufficiently or timely available to stockholders or (ii) otherwise to
exercise effectively their voting rights. The presiding officer in such event
shall announce the adjournment and date, time and place of reconvening and shall
cause notice thereof to be posted at the place of meeting designated in the
notice which was sent to the stockholders, and if such date is more than 10 days
after the original date of the meeting the Clerk (or other person authorized by
the By-Laws or by law) shall give notice thereof in the manner provided in
Section 5 of this Article I.

           2. Special Meetings. Special meetings of stockholders may be called
by vote of the Board of Directors or by the Chairman of the Board of Directors
or by the Chief Executive Officer, at such date and time as they may determine,
which date and time may subsequently be changed at any time by vote of the Board
of Directors. Application to an officer of the corporation or to a court
pursuant to Section 34(b) of the Business Corporation Law requesting the call of
a special meeting of stockholders may be made only by stockholders who hold 80%
or more in interest of the capital stock entitled to vote at such meeting.


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             3. Annual Meeting. The annual meeting of stockholders of the
corporation for the election of directors and the transaction of such other
business as may properly come before the meeting shall be held on such date and
at such time as shall be determined from time to time by vote of the Board of
Directors or by the Chairman of the Board of Directors or by the Chief Executive
Officer, which date and time may subsequently be changed at any time by vote of
the Board of Directors, including the year any such determination occurs. If no
annual meeting is held in accordance with the foregoing provisions, a special
meeting may be held in lieu thereof, and any action taken at such meeting shall
have the same effect as if taken at the annual meeting.

             4. Advance Notice. Except as provided in Article II, Section 3, the
only business which may be conducted at any such meeting of the stockholders
shall (a) have been specified in the written notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors, the
Chairman of the Board of Directors or the Chief Executive Officer (b) have
otherwise been properly brought before the meeting by or at the direction of the
Board of Directors, the Chairman of the Board of Directors or by the Chief
Executive Officer, or (c) have otherwise been properly brought before the
meeting by or on behalf of a stockholder of record who shall have been a
stockholder of record at the time of giving of notice provided for in this
Section 4 and who shall continue to be a stockholder of record on the record
date for such meeting and on the meeting date and who shall be entitled to vote
thereat. In addition to any other applicable requirements, for business to be
properly brought before a meeting by a stockholder, other than a stock holder
proposal included in the proxy statement pursuant to Rule 14a-8 of the
Securities Exchange Act of 1934, the stockholder must have given timely notice
thereof in writing to the Clerk of the corporation. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the corporation, (a) no fewer than 75 days nor
more than 120 days prior to the anniversary date of the immediately preceding
annual meeting of the stockholders of the corporation or (b) in the case of a
special meeting or in the event that the annual meeting is called for a date
(including any change in a date determined by the Board of Directors pursuant to
Sections 2 or 3 of this Article I) more than 75 days prior to such anniversary
date, notice by the stockholder to be timely given must be so received not later
than the close of business on the 20th day following the day on which notice of
the date of such meeting was mailed or public disclosure of the date of such
meeting was made, whichever first occurs. Such stockholder's notice to the Clerk
shall set forth as to each matter the stockholder proposes to bring before the
meeting (a) a brief description of the business desired to be brought before the
meeting and the

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reasons for conducting such business at the meeting, (b) the name and record
address of the stockholder proposing such business, (c) the class and number of
shares of capital stock of the corporation held of record, owned beneficially or
represented by proxy by such stockholder as of the record date for the meeting
(if such date shall then have been made publicly available) and as of the date
of such notice by the stockholder, (d) a representation that the stockholder
intends to appear in person or by proxy at the meeting to present his proposal
and (e) all other information which would be required to be included in a proxy
statement filed with the Securities and Exchange Commission if, with respect to
any such item of business, such stockholder were a participant in a solicitation
subject to Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "Proxy Rules").

             Notwithstanding anything in the By-Laws to the contrary, no
business shall be conducted at the meeting except in accordance with the
procedures set forth in this Article I, provided, however, that nothing in this
Article I shall be deemed to preclude discussion by any stockholder of any
business brought before the meeting.

            The presiding officer 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 Article I, and if
he should so determine, he shall so declare to the meeting and that business
shall be disregarded.

            5. Notice of Meetings. Written notices of the place, date and hour
of all meetings of stockholders stating the purposes of the meeting shall be
given by the Clerk (or other person authorized by the By-Laws or by law) at
least seven days before the meeting to each stockholder entitled to vote thereat
and to each stockholder, who by law, by the Articles of Organization or by the
By-Laws is entitled to such notice, by leaving such notice with him or at his
residence or usual place of business, or by mailing it postage prepaid and
addressed to such stockholder at his address as it appears upon the records of
the corporation. Notice need not be given to a stockholder if a written waiver
of notice, executed before or after the meeting by such stockholder or his
attorney thereunto authorized, is filed with the records of the meeting.

            6. Quorum. At any meeting of stockholders the holders of a majority
in interest of all stock issued, outstanding and entitled to vote shall
constitute a quorum, but a lesser interest may adjourn any meeting from
time to time and such meeting may be held as adjourned without further
notice. When a quorum is present, the holders of a majority of the stock

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entitled to vote which is represented thereat, except where a larger vote is
required by law, by the Articles of Organization or by the By-Laws, shall decide
any matter brought before the meeting.

            7. Voting and Proxies. Unless otherwise provided by law or by the
Articles of Organization, at any meeting of stockholders, each stockholder shall
have one vote for each share of stock entitled to vote held by him of record
according to the books of the corporation, and a proportionate vote for a
fractional share. Except as otherwise provided by law, stockholders entitled to
vote may vote either in person or by written proxy dated not more than six
months before the meeting named therein. Proxies shall be filed with the Clerk
of the meeting, or of any adjournment thereof, before being voted. Except as
otherwise permitted by law or otherwise limited therein, proxies shall entitle
the persons named therein to vote at any adjournment of such meeting but shall
not be valid after final adjournment of such meeting. Proxies need not be sealed
or attested. A proxy with respect to stock held in the name of two or more
persons shall be valid if executed by one of them unless at or prior to exercise
of the proxy the corporation receives a specific written notice to the contrary
from any one of them. A proxy purporting to be executed by or on behalf of a
stockholder shall be deemed valid unless challenged at or prior to its exercise
and the burden of proving invalidity shall rest on the challenger.


                                   ARTICLE II.
                                    Directors

            1. Powers. The Board of Directors shall exercise all of the powers
of the corporation, except such as by law, by the Articles of Organization or by
the By-Laws are conferred upon or reserved to the stockholders. In the event of
a vacancy in the Board of Directors, the remaining directors, except as
otherwise provided by law, may exercise the powers of the full Board until the
vacancy is filled.

            2. Number, Qualification, Election and Term of Office. The Board of
Directors shall be composed of such number as shall be fixed by the Board, by
vote of a majority of the entire Board, pursuant to Section 5 of this Article
II; provided, however that no decrease in the number comprising the entire Board
of Directors made pursuant to this Section shall shorten the term of any
incumbent directors. The Board of Directors shall be divided into three classes,
as nearly equal in number as possible. The Directors need not be stockholders.
At each annual meeting of stockholders, the successors to the class of directors
whose term expires at that meeting shall be elected to hold office for a term
continuing until the annual meeting held in the third year following the year of
their election and until their successors are duly

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elected and qualified or until their earlier resignation, death or removal;
provided, that in the event of failure to hold such an annual meeting or to hold
such election at such meeting, the election of directors may be held at any
special meeting of the stockholders called for that purpose. Directors, except
those appointed by the Board of Directors to fill vacancies, shall be elected by
a plurality vote of the stockholders, voting by ballot either in person or by
proxy. As used in these By-Laws, the expression "entire Board" means the number
of directors in office at a particular time.

            Any director may resign by delivering his written resignation to the
corporation at its principal office or to the President, Clerk or Secretary.
Such resignation shall be effective upon receipt unless it is specified to be
effective at some other time or upon the happening of some other event.

           3. Advance Notice. Only persons who are nominated in accordance with
the following procedures shall be eligible for election as Directors.
Nominations of persons for election to the Board of Directors at the annual
meeting may be made at the annual meeting of stockholders (a) by or at the
direction of the Board of Directors by any nominating committee or person
appointed by the Board or (b) by or on behalf of a stockholder of record who
shall have been such at the time of giving of notice provided for in this
Section 3 and who shall continue to be a stockholder of record on the record
date for such meeting and on the meeting date and who shall be entitled at the
time of the meeting to vote for the election of Directors and who complies with
the notice procedures set forth in this Section 3 rather than the notice
procedures with respect to other business set forth in Section 4 of Article I.
Such nominations, other than those made by or at the direction of the Board,
shall be made pursuant to timely notice in writing to the Clerk of the
corporation. To be timely, a stockholder's notice must be delivered to or mailed
and received at the principal executive offices of the corporation (a) no fewer
than 75 days nor more than 120 days prior to the anniversary date of the
immediately preceding annual meeting of the stockholders of the corporation or
(b) in the case of a special meeting or in the event that the annual meeting is
called for a date (including any change in a date determined by the Board of
Directors pursuant to Sections 2 or 3 of Article I) more than 75 days prior to
such anniversary date, notice by the stockholder to be timely must be so
received not later than the close of business on the 20th day following the day
on which such notice of the date of the meeting was mailed or such public
disclosure was made, whichever first occurs. Such stockholder's notice to the
Clerk shall set forth (a) as to each person whom the stockholder proposes to
nominate for election or re-election as a Director, (i) the name, age,

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business address and residence address of the person, (ii) the principal
occupation or employment of the person, (iii) the class and number of shares of
capital stock of the corporation, if any, which are beneficially owned by the
person, (iv) any other information relating to the person that is required to be
disclosed in solicitations for proxies for election of directors pursuant to the
Proxy Rules, and (v) the consent of each nominee to serve as a director of the
corporation if so elected; and (b) as to the stockholder giving the notice (i)
the name and record address of the stockholder, (ii) the class and number of
shares of capital stock of the corporation held of record, owned beneficially or
represented by proxy by the stockholder as of the record date for the meeting
(if such date shall then have been made publicly available) and as of the date
of such notice by the stockholder, (iii) a representation that the stockholder
intends to appear in person or by proxy at the meeting to nominate the person or
persons specified in the notice, (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, and (v) such other information
regarding such stockholder as would be required to be included in a proxy
statement filed pursuant to the Proxy Rules. The corporation may require any
proposed nominee to furnish such other information as may reasonably be required
by the corporation to determine the eligibility of such proposed nominee to
serve as Director. No person shall be eligible for election as a Director unless
nominated in accordance with the procedures set forth herein.

            The presiding officer 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.

            4. Vacancies. The Board of Directors may act notwithstanding a
vacancy or vacancies in its membership but if the office of any director shall
become vacant by reason of an increase in size of the board of directors, or the
death, resignation, disqualification or removal of a director or otherwise, such
vacancy or vacancies shall be filled solely by the affirmative vote of the
directors then in office, even though less than a quorum. Any director elected
in accordance with this Section 4 shall hold office for the remainder of the
full term of the class of directors in which the vacancy occurred or the new
directorship was created and until his or her successor is chosen and qualified
or until his or her earlier resignation, death or removal.

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            5. Enlargement of the Board. The number of members of the Board of
Directors shall be fixed only by the Board of Directors by a vote of the
majority of the directors then in office.

            If at any time the corporation shall no longer be subject to
paragraph (a) of Section 50A of Chapter 156B of the Massachusetts General Laws,
the number of members of the Board of Directors may be increased by the
stockholders at any meeting or by the Board of Directors by vote of a majority
of the directors then in office, provided, however, that between successive
annual meetings of stockholders, the Board of Directors may not increase the
number of its members by more than two.

            6. Removal. A director may be removed from office only after
reasonable notice and opportunity to be heard (a) for cause by vote of a
majority of the directors then in office, or (b) for cause by the affirmative
vote of a majority of the shares outstanding and entitled to vote in the
election of directors. "Cause" with respect to the removal of any director by
the stockholders, but not by the directors, shall be limited to (a) conviction
of a felony, (b) declaration of unsound mind by order of court, (c) gross
dereliction of duty, (d) commission of an action involving moral turpitude or
(e) commission of an action which constitutes intentional misconduct or a
knowing violation of law if such action in either event results both in an
improper substantial personal benefit and a material injury to the corporation.

           7. Meetings. Regular meetings of the Board of Directors may be held
without notice at such time, date and place as the Board of Directors may from
time to time determine. A regular meeting of the Board of Directors may be held
without notice at the same place as the annual meeting of stockholders, or the
special meeting held in lieu thereof, following such meeting of stockholders.

            Special meetings of the Board of Directors may be called, orally or
in writing, by the Chairman of the Board of Directors, the Chief Executive
Officer, or the Chief Financial Officer, or, upon request of two or more
directors, by the Clerk, designating the time, date and place thereof.

            8. Notice of Meetings. Notice of the time, date and place of all
special meetings of the Board of Directors shall be given to each director by
the Secretary, or if there be no Secretary by the Clerk, or in case of the
death, absence, incapacity or refusal of such persons, by the officer or one of
the directors calling the meeting. Notice shall be given to each director either
personally or by telephone or by telegram

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sent to his business or home address at least twenty-four hours in advance of
the meeting, or by written notice mailed to his business or home address at
least forty-eight hours in advance of the meeting. Notice need not be given to
any director if a written waiver of notice, executed by him before or after the
meeting, is filed with the records of the meeting, or to any director who
attends the meeting without protesting prior thereto or at its commencement the
lack of notice to him. A notice or waiver of notice of a meeting of the Board of
Directors need not specify the purposes of the meeting.

             9. Quorum. At any meeting of the Board of Directors, a majority of
the directors then in office shall constitute a quorum. At any meeting of any
committee of the Board of Directors, a majority of the members thereof shall
constitute a quorum. Less than a quorum may adjourn any meeting from time to
time and the meeting may be held as adjourned without further notice.

             10. Action of the Board of Directors. At any meeting of the Board
of Directors or any committee thereof at which a quorum is present, a majority
of those present may take any action on behalf of the Board of Directors or such
committee except to the extent that a larger number is required by law, by the
Articles of Organization or by the By-Laws. Any action by the Board of Directors
or any committee thereof may be taken without a meeting if a written consent
thereto is signed by all the directors or all the members of such committee and
filed with the records of the meetings of the Board of Directors and committees
thereof. Such consent shall be treated as a vote of the Board of Directors or
committee thereof for all purposes.

            11. Executive Committee. The Board of Directors may, by vote of a
majority of its entire number, elect from its own number an Executive Committee
of three or more members to which committee may be delegated such duties and
functions as the Board of Directors may by vote prescribe, except those which by
law, by the Articles of Organization or by the By-Laws may not be delegated. The
Executive Committee may make rules not inconsistent herewith for the holding and
conduct of its meetings. A record shall be kept of the proceedings of the
Executive Committee.

            The Executive Committee shall report its action to the Board of
Directors. The Board of Directors shall have power to rescind any action of the
Executive Committee, but no such rescission shall be retroactive.

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           12. Other Committees. The Board of Directors may, from time to time,
appoint one or more committees composed of directors, officers and employees of
the corporation for such purposes and having such powers, responsibilities, and
functions as are conferred by the vote or resolution appointing such committee
and as are permitted by law.

                                  ARTICLE III.
                                    Officers

           1. Enumeration. The officers of the corporation shall consist of a
Chief Executive Officer, Chief Financial Officer, President, Treasurer and
Clerk, as well as such other officers, including a Chairman of the Board, one or
more Vice Presidents, Assistant Treasurers, Assistant Clerks, and a Secretary,
as the Board of Directors may determine.

           2. Election. The President, the Treasurer and the Clerk shall be 
elected annually by the Board of Directors at their first meeting 
following the annual meeting of stockholders. Other officers
shall be appointed by the Board of Directors at such meeting 
or at any other meeting.

           3. Qualification. An officer need not be a stockholder or director.
Any two or more offices may be held by any person, provided that the President
and Clerk shall not be the same person. The Clerk shall be a resident of
Massachusetts unless the corporation has a resident agent appointed for the
purpose of service of process. Any officer may be required by the Board of
Directors to give bond for the faithful performance of his duties in such amount
and with such sureties as the Board of Directors may determine.

           4. Tenure. Except as otherwise provided by law, by the Articles of
Organization or by the By-Laws, the President, the Treasurer and the Clerk shall
hold office until the first meeting of the Board of Directors following the next
annual meeting of stockholders and thereafter until their respective successors
are chosen and qualified; and all other officers shall hold office until the
first meeting of the Board of Directors following the next annual meeting of
stockholders and thereafter until their successors are chosen and qualified, or
for such shorter term as the Board of Directors may fix at the time such
officers are chosen. Any officer may resign by delivering his written
resignation to the corporation at its principal office or to the President, the
Clerk or the Secretary, and such resignation shall be effective upon receipt
unless it is specified to be effective at some other time or upon the happening
of some other event.

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           5. Removal. The Board of Directors may remove any officer with or
without cause by a vote of a majority of the entire number of directors then in
office; provided that an officer may be removed for cause only after reasonable
notice and opportunity to be heard by the Board of Directors.

           6. Vacancies. A vacancy in any office may be filled for the unexpired
portion of the term by the Board of Directors.

           7. Chairman of the Board of Directors. The Board of Directors may
elect from its number a Chairman of the Board. The Chairman of the Board shall
preside, when present, at all meetings of the stockholders and of the Board of
Directors unless he shall decline to do so.

           8. Chief Executive Officer. Unless the Board of Directors shall
otherwise provide, the President shall be the Chief Executive Officer of the
corporation. The Chief Executive Officer shall preside at all meetings of the
stockholders and of the Board of Directors if a Chairman of the Board has not
been elected or if he shall be absent or shall decline to preside. The Chief
Executive Officer shall, subject to the direction of the Board of Directors,
have general supervision and control of the business of the corporation. A11
officers of the corporation shall report to the Chief Executive Officer, or to
such other officer as the Chief Executive Officer may direct.

           9. Chief Financial Officer. Unless the Board of Directors shall
otherwise provide, the Treasurer shall be the Chief Financial Officer of the
corporation. The Chief Financial Officer shall have general charge of the
financial affairs of the Corporation.

           10. President. The President shall be elected by the Board of
Directors and shall have such powers as are provided by law. The President may
be, but shall not be required to be, a director of the corporation.

           11. Treasurer and Assistant Treasurers. The Treasurer shall be
elected by the Board of Directors and shall have such powers as are provided by
law. The Treasurer shall have power to endorse for deposit or collection all
instruments for the payment of money to the corporation and to accept drafts on
its behalf. He shall cause to be kept accurate books of account of the affairs
of the corporation. He shall have custody of all funds, securities and valuable
documents of the corporation except as the Board of Directors may otherwise
provide.

           Any Assistant Treasurer shall have such powers as the Board of
Directors may from time to time designate.

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           12. Clerk. The Clerk shall be elected by the Board of Directors and
shall have such powers as are provided by law. The Clerk shall keep a record of
the meetings of stockholders and meeting of the Board of Directors. In case a
Secretary is not appointed or is absent, the Clerk shall keep a record of
meetings of the Board of Directors. In the absence of the Clerk from any meeting
of stockholders, a Temporary Clerk designated by the person presiding at the
meeting shall perform the duties of the Clerk.

           13. Secretary. The Secretary, if one be appointed, shall keep a
record of the meetings of the Board of Directors. In the absence of the
Secretary and the Clerk, a Temporary Secretary shall be designated by the person
presiding at such meeting to perform the duties of the Secretary.

           14. Vice President and Other Officers. The Board of Directors may
appoint one or more Vice-Presidents and such other officers as the Board of
Directors may determine, who shall have such powers and shall perform such
duties as the Chief Executive Officer shall determine.

           15. Other Powers and Duties. Each officer shall, subject to the
By-Laws, have in addition to the duties and powers specifically set forth in the
By-Laws, such duties and powers as are customarily incident to his office, and
such duties and powers as the Board of Directors may from time to time
designate. The exercise of any power which by law, by the Articles of
Organization or by the By-Laws, or under any vote of the stockholders or the
Board of Directors, may be exercised by an officer of the corporation only in
the event of absence of another officer or any other contingency, shall bind the
corporation in favor of anyone relying thereon in good faith, whether or not
such absence or contingency existed.

                                   ARTICLE IV.
                                  Capital Stock

            1. Certificates of Stock. Each stockholder shall be entitled to a
certificate of ownership of capital stock of the corporation in such form as
shall, in conformity with the law, be prescribed from time to time by the Board
of Directors. This certificate shall be signed by the Chairman of the Board, the
President or a Vice President, and by the Treasurer or an Assistant Treasurer.
These signatures may be facsimiles if the certificate is also signed by a
transfer agent or registrar who is not a director, officer, or employee of the
corporation. If an officer whose facsimile signature appears on a certificate
has ceased to hold office before the certificate is issued, that certificate
shall, nonetheless, be valid and may be issued

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by the corporation. Any certificate of ownership of shares of stock which is
subject to a restriction on transfer shall carry such legend with respect to
that restriction as may be required by law. If the corporation is authorized to
issue more than one class or series of stock, then such legend with regard to
that class or series as may be required by law shall appear on that certificate.

           2. Transfers. Subject to the restrictions, if any, noted on the stock
certificates, shares of stock may be transferred on the books of the corporation
by the surrender to the corporation or its Transfer Agent of the certificate
therefor properly endorsed or accompanied by a written assignment and power of
attorney properly executed, with transfer stamps (if necessary) affixed, and
with such proof of the authenticity of signature as the corporation or its
Transfer Agent may reasonably require.

           3. Holder of Record. Except as may be otherwise required by law, by
the Articles of Organization or by the By-Laws, the corporation shall be
entitled to treat the holder of stock of record as shown on its books as the
owner of such stock for all purposes, including the payment of dividends and the
right to vote with respect thereto, regardless of any transfer, pledge or other
disposition of such stock, until the shares have been transferred on the books
of the corporation in accordance with the requirements of the By-Laws. It shall
be the duty of each stockholder to notify the corporation of his post office
address.

           4. Record Dates. The Board of Directors may in advance fix a date not
more than sixty days preceding the date of any meeting of stockholders or the
date for the payment of any dividend or the making of any distribution to
stockholders, or the last day on which the consent or dissent of stockholders
may be effectively expressed for any purpose, as the record date for determining
the stockholders having the right to notice of and to vote at such meeting, and
any adjournment thereof, or the right to receive such dividend or distribution
or the right to give such consent or dissent. In such case only stockholders of
record on such record date shall have such right, notwithstanding any transfer
of stock on the books of the corporation after the record date. Without fixing
such record date the Board of Directors may for any of such purposes close the
transfer books for all or any part of such period.

           5. Replacement of Certificates. In case of the alleged loss,
destruction or mutilation of a certificate of stock, a duplicate certificate may
be issued in place thereof, upon such terms as the Board of Directors may
prescribe.


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           6. Issue of Stock. Except as otherwise voted by the stockholders, the
whole or any part of any unissued balance of the authorized capital stock of the
corporation may be issued pursuant to vote of the Board of Directors to such
persons, for such consideration, whether cash, property, good will, services or
expenses, or as a stock dividend, and on such terms as the Board of Directors
may determine from time to time and without first offering the same for
subscription to stockholders of the corporation.

           7. Control Share Acquisition. Until such time as this section shall
be repealed or the By-Laws shall be amended to provide otherwise, in each case
in accordance with Article VII of the By-Laws, the provisions of Chapter ll0D of
the Massachusetts General Laws shall not apply to "control share acquisitions"
of the Company within the meaning of said Chapter ll0D.


                                   ARTICLE V.

                                 Indemnification

            To the full extent permitted by law, each director, officer and
employee shall be indemnified by the corporation against all expenses actually
and reasonably incurred by him in connection with any proceeding, in which he is
involved by reason of being or having been a director, officer or employee, or
at the request of this corporation, a director, officer, employee or other agent
of any other organization or in any capacity with respect to any employee
benefit plan, except with respect to any matter as to which he shall have been
adjudicated in any proceeding not to have acted in good faith in the reasonable
belief that his action was in the best interests of the corporation, or to the
extent that such matter relates to service with respect to any employee benefit
plan, in the best interests of the plan participants or beneficiaries of such
employee benefit plan. In the event of settlement of any such proceeding or in
the event that the Board of Directors cannot determine whether he has been so
adjudicated, such director, officer or employee shall be entitled to such
indemnification unless, in the opinion of (i) independent counsel (who may be
the counsel regularly employed by the corporation) or (ii) a majority of the
Directors or a committee thereof who are not parties to the proceeding, such
director, officer or employee did not act in good faith in the reasonable belief
that his action was in the best interests of the corporation, or to the extent
that such matter relates to service with respect to any employee benefit plan,
in the best interests of the plan participants or beneficiaries of such employee
benefit plan.

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            To the extent authorized by the Board of Directors or the
stockholders, this corporation may pay indemnification in advance of final
disposition of a proceeding, upon receipt of an undertaking by the person
indemnified to repay such indemnification if it shall be established that he is
not entitled to indemnification by an adjudication under the foregoing
paragraph, which undertaking may be accepted without reference to the financial
ability of such person to make repayment.

            As used in this Article, the words "director," "officer" and
"employee" shall mean and include each person who is serving or has served as a
director, officer or employee of this corporation, and each person who, at the
request of this corporation is serving or has served as a director, officer or
employee or other agent of any other organization or in any capacity with
respect to any employee benefit plan; the word "corporation" shall mean and
include any corporation, trust, association or other organization; the word
"proceeding" means any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative and any
claim which could be the subject of a proceeding; and the word "expenses" shall
include any liability fixed by a judgment, order, decree or award in a
proceeding, any amount reasonably paid in settlement of a proceeding and any
professional fees and other disbursements reasonably incurred in a proceeding
and shall also include any taxes or penalties imposed on such director, officer
or employee with respect to his actions in connection with any employee benefit
plan, and any amount in connection with the successful enforcement of rights
under this Article.

           Any rights of indemnification hereunder shall not be deemed
exclusive, shall be in addition to any other right which a director, officer or
employee may have or obtain, and shall accrue to his estate.

           All provisions of this Article shall be deemed to be independent and
any invalidity of any of said provisions shall in no way affect the validity of
the Article as a whole or of any other provisions contained herein.

           No repeal or modification of these By-Laws shall adversely affect any
such rights or obligations then existing with respect to any state of facts then
or theretofore brought based in whole or in part upon any such state of facts.


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<PAGE>

                                   ARTICLE VI.

                            Miscellaneous Provisions

            1. Fiscal Year. Except as from time to time otherwise
determined by the Board of Directors, the fiscal year of the
corporation shall be the twelve months ending December 31.

            2. Seal. The Board of Directors shall have power to adopt
and alter the seal of the corporation.

            3. Execution of Instruments. All deeds, leases, transfers,
contracts, bonds, notes and other obligations authorized to be executed by an
officer of the corporation in its behalf shall be signed by the President or the
Treasurer except as the Board of Directors may generally or in particular cases
otherwise determine.

            4. Voting of Securities. Except as the Board of Directors may
otherwise designate, the President or Treasurer may waive notice of and act on
behalf of the corporation, or appoint any person or persons to act as proxy or
attorney in fact for this corporation (with or without discretionary power
and/or power of substitution) at any meeting of stockholders of any other
corporation or organization, any of the securities of which may be held by this
corporation.

            5. Corporate Records. The original, or attested copies, of the
Articles of Organization, By-Laws and records of all meetings of the
incorporators and stockholders, and the stock and transfer records, which shall
contain the names of all stockholders and the record address and the amount of
stock held by each, shall be kept in Massachusetts at the principal office of
the corporation, or at an office of its transfer agent, Clerk or resident agent,
and shall be open at all reasonable times to the inspection of any stockholder
for any proper purpose, but not to secure a list of stockholders or other
information for the purpose of selling said list or information or copies
thereof or of using the same for a purpose other than in the interest of the
applicant, as a stockholder, relative to the affairs of the corporation.

            6. Evidence of Authority. A certificate by the Clerk, a Temporary
Clerk or the Secretary as to any action taken by the stockholders, directors or
any officer or representative of the corporation shall, as to all persons who
rely thereon in good faith, be conclusive evidence of such action.

           7. Ratification. Any action taken on behalf of the corporation by the
directors or any officer or representative of the corporation which requires
authorization by the

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<PAGE>

stockholders of the directors of the corporation shall be deemed to have been
authorized if subsequently ratified by the stockholders entitled to vote or by
the directors, as the case may be, at a meeting held in accordance with the
By-Laws.

            8. Articles of Organization. All references in the By-Laws to the
Articles of Organization shall be deemed to refer to the Articles of
Organization of the corporation, as amended and in effect from time to
time.

                                  ARTICLE VII.
                                   Amendments

           The By-Laws may be amended or repealed by vote of the stockholders at
any annual or special meeting or by the Board of Directors at any regular or
special meeting, provided that:

    (a) The Board of Directors may not amend or repeal any provision of the
    By-Laws which by law, by the Articles of Organization or by the By-Laws
    requires action by the stockholders;

    (b) Not later than the time of giving notice of the meeting of stockholders
    next following the amending or repealing by the Board of Directors of any of
    the By-Laws, notice thereof stating the substance of such change shall be
    given to all stockholders entitled to vote on amending the By-Laws;

    (c) Any amendment or repeal of the By-Laws by the Board of Directors and any
    by-law adopted by the Board of Directors may be amended or repealed by the
    stockholders;

    (d) The Board of Directors may not amend or repeal, or adopt any by-law 
    inconsistent with, the provisions of Article II, Section 5 of the 
    By-Laws relating to enlargement of the Board of Directors; and

    (e) Notice of any change of the date fixed by the Board of Directors for the
    annual meeting of the stockholders shall be given to all stockholders at
    least seven days before the new date fixed for such meeting.

YP-4353/H
CR .002

8/1/90

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