<PAGE>
                                                               EXHIBIT (iii)(ii)
                                                      
                                                              As Amended through
                                                                   April 3, 1997


                                   ECHLIN INC.
                                     BY-LAWS


                             ARTICLE I. SHAREHOLDERS

Section 1.  Place for Holding Meetings

         All Meetings of Shareholders,  whether Annual or Special, shall be held
at the offices of the Company in the Town of  Branford,  County of New Haven and
State of  Connecticut  or at such other  place  within or  outside  the State of
Connecticut as shall be designated in the notice of such Meeting.

Section 2.  Annual Meeting of Shareholders

         The Annual Meeting of  Shareholders,  for the election of directors and
the transaction of other business, shall be held during the month of December in
each year at a date and hour  fixed by the Board of  Directors.  At each  Annual
Meeting  the  shareholders  entitled  to vote shall,  in  accordance  with their
respective voting rights, elect a Board of Directors, and they may transact such
other business as may properly come before the Meeting.

No business may be transacted at any Annual  Meeting other than business that is
either (a) specified in the notice of meeting (or any supplement  thereto) given
by or at the  direction  of the  Board  of  Directors  (or any  duly  authorized
committee thereof);  (b) otherwise properly brought before the Annual Meeting by
or at the direction of the Board of Directors (or any duly authorized  committee
thereof);  or (c) otherwise  properly  brought  before the Annual Meeting by any
shareholder of the Company (i) who is a shareholder of record on the date of the
giving of the notice  provided  for in this Section 2 and on the record date for
the determination of shareholders  entitled to vote at such Annual Meeting,  and
(ii) who complies with the notice procedures set forth in this Section 2.

In addition to any other  applicable  requirements,  for business to be properly
brought before an Annual Meeting by a shareholder,  such  shareholder  must have
given  timely  notice  thereof in proper  written  form to the  Secretary of the
Company. To be timely a shareholder's  notice to the Secretary must be delivered
to or mailed and received at the principal  offices of the Company not less than
one hundred twenty (120) days prior to the  anniversary  date of the immediately
preceding Annual Meeting;  provided,  however, that in the event that the Annual
Meeting is called for a date that is not within thirty (30) days before or after
such anniversary  date,  notice by the shareholder in order to be timely must be
so  received  not later  than the close of  business  on the  tenth  (10th)  day
following  the day on which such  notice of the date of the Annual  Meeting  was
mailed  or  public  disclosure  of the  date of the  Annual  Meeting  was  made,
whichever  first occurs.  In no event shall an  adjournment of an Annual Meeting
commence a new time period for the giving of a shareholder's notice as described
above.

To be in proper written form, a  shareholder's  notice to the Secretary must set
forth as to each matter  such  shareholder  proposes to bring  before the Annual
Meeting (i) a brief description of the business desired to be brought before the
Annual  Meeting  and the  reasons  for  conducting  such  business at the Annual
Meeting,  (ii) the name and record address of such shareholder,  (iii) the class
or series and number of shares of capital  stock of the Company  which are owned
beneficially  or of  record  by  such  shareholder,  (iv) a  description  of all
arrangements or understandings  between such shareholder and any other person or
persons (including their names) in connection with the proposal of such business
by such  shareholder or in connection with the acquisition,  holding,  voting or
disposing of the Company's shares, and a description of any material interest of
such shareholder or other person in such business, and (v) a representation that
such  shareholder  intends to appear in person or by proxy at the Annual Meeting
to bring such business before the Meeting.

         No business shall be conducted at the Annual  Meeting  except  business
brought before the Annual Meeting in accordance with the procedures set forth in
this Section 2; provided,  however, that once business has been properly brought
before the Annual Meeting in accordance  with such  procedures,  nothing in this
Section 2 shall be deemed to preclude  discussion by any shareholder of any such
business.  If the Chairman of an Annual Meeting determines that business was not
properly  brought  before the Annual  Meeting in  accordance  with the foregoing
procedures,  the Chairman shall declare to the Meeting that the business was not
properly  brought  before  the  Meeting  and that  such  business  shall  not be
discussed or transacted.

Section 3.  Special Meetings

         The  Chairman of the Board,  the  President,  or the Board of Directors
may, and upon the written  request of the holders of at least  thirty-five  (35)
per cent of the voting  power of all shares  entitled to vote at the Meeting the
President shall, call a Special Meeting of Shareholders for such purposes as may
be designated in the notice thereof.






Section 4.  Quorum

         The holders of a majority of the issued and outstanding  stock entitled
to vote who shall be present in person or  represented  by proxy at any  Meeting
duly called will constitute a quorum for the transaction of business.

Section 5.  Notice of Meetings of Shareholders

         Written  notice of each  Meeting of  Shareholders,  Annual or  Special,
stating the day, hour and place thereof,  and the general nature of the business
to be considered, shall be given to each shareholder entitled to vote thereat by
mailing a copy thereof to such  shareholder's  last known post office address as
last shown on the stock records of the Company,  postage prepaid,  not less than
ten (10) days nor more than  sixty  (60) days  before  the date of the  Meeting.
Notice of any meeting may be waived before or after such Meeting.

Section 6.  Record Date

         The Board of Directors by resolution  may fix a date as the record date
for the purpose of determining shareholders entitled to notice of and to vote at
any Meeting of Shareholders or any adjournment  thereof,  or entitled to receive
any  distribution  by the Company or for any other purpose,  such date to be not
earlier  than the date such  action is taken by the Board of  Directors  and not
more than seventy (70) days, and, in case of a Meeting of Shareholders  not less
than ten (10) full days,  immediately preceding the date on which the particular
event requiring such determination of shareholders is to occur.

Section 7.  Voting

         At each Meeting of Shareholders, each shareholder then entitled to vote
may vote in person or by proxy,  and shall,  unless  otherwise  provided  in the
Certificate of  Incorporation,  have one vote for each share of stock registered
in his or her name on the record date.  Unless  otherwise  provided by law or by
the  Certificate  of  Incorporation,  the  affirmative  vote,  at any Meeting of
Shareholders  duly held and at which a quorum is  present,  of a majority of the
voting power of the shares  represented  at such  Meeting  which are entitled to
vote on the subject matter shall be the act of the shareholders.

Section 8.  Action without Meeting

         Any action which may be taken at a Meeting of Shareholders may be taken
without a meeting by consent in writing, setting forth the action so taken or to
be taken,  signed by all the  persons  who would be  entitled  to vote upon such
action at a Meeting.

Section 9.  Adjournment

         The holders of a majority of the voting power of the shares entitled to
vote represented at a Meeting may adjourn such Meeting from time to time.

Section 10.  Proxies

         Every person entitled to vote or execute consents,  waivers or releases
in  respect  of his or her  shares  may do so either in person or by one or more
agents  authorized by a written proxy executed by him or her. A photographic  or
similar reproduction of a proxy or a telegram, cablegram, wireless, facsimile or
similar transmission of a proxy sent by such person is a sufficient writing. All
proxies  shall be filed with the  Secretary  of the  Company.  No proxy shall be
valid after the  expiration  of eleven  months  from the date of its  execution,
unless it  specifies  the length of time for which it is to continue in force or
limits its use to a  particular  Meeting  not yet held.  No proxy shall be valid
after ten years from its date of execution.


                              ARTICLE II. DIRECTORS

Section 1.  Number, Term and Nominations

         The Board of  Directors  shall  consist of not less than three nor more
than twelve  members,  the number to be as the directors shall from time to time
direct; provided, however, that if the directors shall fail to fix the number of
directors,  the  number  to be  elected  shall be the same  aggregate  number as
elected at the preceding  Annual Meeting of Shareholders at which directors were
elected and at any  intervening  Meeting  for the  election  of  directors.  The
directors  shall be  elected at the Annual  Meeting  of  Shareholders,  and each
director shall be elected to serve for one year or until the next Annual Meeting
and  until  another  shall be  chosen  or have  qualified  in his or her  stead,
provided,  that in the event of failure to hold such Annual Meeting,  or to hold
such election  thereat,  it may be held at any Special  Meeting of  Shareholders
called for that purpose.

Only persons who are nominated in accordance with the following procedures shall
be eligible for election as directors of the Company, except as may otherwise be
provided in the  Certificate  of  Incorporation  of the Company.  Nominations of
persons for election to the Board of Directors may be made at any Annual Meeting
of  Shareholders  (a) by or at the  direction of the Board of Directors  (or any
duly authorized Committee thereof); or (b) by any shareholder of the Company (i)
who is a shareholder of record on the date of the giving of the notice  provided
for  in  this  Section  1 and  on the  record  date  for  the  determination  of
shareholders entitled to vote at such Annual Meeting, and (ii) who complies with
the notice procedures set forth in this Section 1.

In addition to any other applicable requirements, for a nomination to be made by
a shareholder,  such shareholder must have given timely notice thereof in proper
written  form to the  Secretary  of the  Company.  To be timely a  shareholder's
notice to the  Secretary  must be  delivered  to or mailed and  received  at the
principal  executive  offices of the Company  not less than one  hundred  twenty
(120) days prior to the  anniversary  date of the immediately  preceding  Annual
Meeting of Shareholders;  provided,  however,  that in the event that the Annual
Meeting is called for a date that is not within thirty (30) days before or after
such an anniversary  date,  notice by the shareholder in order to be timely must
be so  received  not later than the close of  business  on the tenth  (10th) day
following  the date on which such  notice of the date of the Annual  Meeting was
mailed  or  public  disclosure  of the  date of the  Annual  Meeting  was  made,
whichever  first occurs.  In no event shall the adjournment of an Annual Meeting
commence a new time period for the giving of a shareholder's notice as described
above.

To be in proper written form, a  shareholder's  notice to the Secretary must set
forth (a) as to each  person  whom the  shareholder  proposes  to  nominate  for
election as a director (i) the name, age, business address and residence address
of the person, (ii) the principal  occupation or employment of the person, (iii)
the class or series and number of shares of capital  stock of the Company  which
are  owned  beneficially  or of  record  by  the  person,  and  (iv)  any  other
information  relating to the person that would be required to be  disclosed in a
proxy  statement  or  other  filings  required  to be  made in  connection  with
solicitations of proxies for election of directors pursuant to Section 14 of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations promulgated thereunder; and (b) as to the shareholder giving the
notice (i) the name and  address of such  shareholder,  (ii) the class or series
and  number  of  shares  of  capital  stock  of  the  Company  which  are  owned
beneficially  or of  record  by such  shareholder,  (iii) a  description  of all
arrangements  or  understandings  between  such  shareholder  and each  proposed
nominee and any other  person or persons  (including  their  names)  pursuant to
which  the  nomination(s)   are  to  be  made  by  such   shareholder,   (iv)  a
representation  that such shareholder intends to appear in person or by proxy at
the Meeting to  nominate  the  persons  named in its  notice,  and (v) any other
information  relating to such  shareholder  that would be required to be made in
connection with  solicitations of proxies for election of directors  pursuant to
Section  14 of the  Exchange  Act  and the  rules  and  regulations  promulgated
thereunder.  Such  notice  must be  accompanied  by a  written  consent  of each
proposed  nominee  to being  named as a nominee  and to serve as a  director  if
elected.

No person  shall be eligible  for  election as a director of the Company  unless
nominated in accordance  with the procedures set forth in this Section 1. If the
Chairman of the Meeting  determines that a nomination was not made in accordance
with the foregoing  procedures,  the Chairman  shall declare to the Meeting that
the nomination was defective and such defective nomination shall be disregarded.

         Notwithstanding  anything  in this  Section 1 to the  contrary,  in the
event that the number of  directors  to be elected to the Board of  Directors of
the Company is increased and there is no public disclosure by the Company naming
all of the nominees for director or specifying  the size of the increased  Board
of Directors at least one hundred (100) days prior to the first  anniversary  of
the preceding  year's Annual Meeting of  Shareholders,  a  shareholder's  notice
required  by this  Section  1 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 Company
not later than the close of business on the tenth (10th) day  following  the day
on which such public disclosure is first made by the Company.

Section 2.  Vacancies

         Upon the death, resignation or removal of any director, the vacancy may
be filled by a majority  of the  remaining  directors,  even  though less than a
quorum,  and each  director so elected  shall hold office  until a successor  is
elected at the next Annual Meeting of  Shareholders,  or at a Special Meeting of
Shareholders  called for that purpose.  The  shareholders  may at any time elect
directors  to fill any  vacancy not filled by the  directors,  and may elect the
additional  directors  at a Meeting  at which an  amendment  of the  By-laws  is
approved authorizing an increase in the number of directors.  If the resignation
of a director is to take effect at a date later than the receipt  thereof by the
Company,  appropriate  action  to  elect a  successor  to take  office  when the
resignation becomes effective may be taken at any time after such receipt in the
same manner as though such resignation were effective on receipt.

Section 3.  Quorum

         A quorum of the Board of Directors  shall  consist of a majority of the
number of directors in office  immediately  before the Meeting of the  directors
begins.

Section 4.  Meetings - Notice

         Meetings  of the Board of  Directors  may be held within or without the
State of  Connecticut  and  shall be called  by the  Secretary  at any time when
requested  by the Chairman of the Board,  the  President or by a majority of the
Board of  Directors.  A newly  elected  Board of  Directors  may hold its  first
Meeting  for the  purpose  of  organization  and the  transaction  of any  other
business  immediately after the Annual Meeting of Shareholders,  without notice.
At least two days'  written or oral notice of any other  Meeting of the Board of
Directors shall be given to each director. Neither the business to be transacted
at, nor the purpose of, any Meeting of the Board of Directors  need be specified
in the notice or in any waiver of notice of any Meeting,  unless required by the
Connecticut Business Corporation Act.

Section 5.  Powers of Directors

         The  Board of  Directors  shall  have the  care and  management  of the
business,  property  and affairs of the  Company,  and  subject to  restrictions
imposed by the  Connecticut  Business  Corporation  Act, by the  Certificate  of
Incorporation or by the By-laws, may exercise all the powers of the Company and,
so far as is lawful, may delegate any and all such powers as it sees fit.

Section 6.  Chairman of the Board, Vice Chairman of the Board and Board
Committees

         The Board of Directors shall, by resolution  adopted by the affirmative
vote of directors holding a majority of the directorships,  designate a director
to the office of Chairman of the Board.  The Chairman of the Board shall preside
at all Meetings of Shareholders  and of the Board of Directors.  The Chairman of
the Board shall serve as Chairman of the Executive Committee and, if not already
a  committee  member,  shall  be an  ex-officio  member  of all  other  standing
committees of the Board of  Directors.  Except where by law the signature of the
President is required, the Chairman of the Board shall possess the same power as
the President to sign all contracts and other  instruments  of the Company which
may be  authorized  by  these  By-laws  or by the  Board of  Directors;  and the
Chairman  shall have the power to do any and all other  things for and in behalf
of the Company as may be specifically  authorized by the Board of Directors from
time to time, and which do not contravene the provisions of these By-laws or the
laws of the State of Connecticut.

         The Board of Directors  may, by resolution  adopted by the  affirmative
vote of directors holding a majority of the directorships,  designate a director
to the office of Vice  Chairman of the Board.  In the absence of the Chairman of
the Board,  the Vice  Chairman  shall  preside at all  Meetings  of the Board of
Directors  and perform such other duties as shall be assigned by the Chairman or
the Board of Directors.

         The Board of Directors  may, by resolution  adopted by the  affirmative
vote of directors holding a majority of the directorships, designate two or more
directors to constitute an Executive  Committee.  The Executive  Committee shall
have and may exercise all powers which the Board of Directors  possesses  except
(a) the power to alter or amend the Certificate of Incorporation or By-laws; (b)
the power to declare any  dividend  or other  distribution  with  respect to the
stock of the Company;  (c) the power to fill vacancies on the Board of Directors
or on a committee of the Board of Directors;  (d) the power to approve a plan of
merger not requiring shareholder approval; (e) the power to authorize or approve
reacquisition of shares, except according to a formula or method approved by the
Board of  Directors;  or (f) the power to  authorize  or approve the issuance or
sale or contract for sale of shares or determine  the  designation  and relative
rights,  preferences and limitations of a class or series of shares, except that
the Board of Directors may authorize the Executive  Committee or other committee
or  a  senior  executive  officer  of  the  company,  to  do  so  within  limits
specifically prescribed by the Board of Directors.

         The Board of Directors  may, by resolution  adopted by the  affirmative
vote of directors holding a majority of the directorships, designate two or more
directors to  constitute  any other  committee or  committees as it shall at any
time or from time to time deem  appropriate,  for the purposes  specified in any
resolution  authorizing  such  other  committee.  Notices  of  meetings  of  all
committees  shall be given to each committee  member as provided for Meetings of
the Board of Directors.  A majority of members of a committee shall constitute a
quorum.  All  committees  shall keep regular  minutes of their  proceedings  and
report the same to the Board of Directors on a regular basis.

Section 7.  Compensation of Directors

         Directors shall receive such reasonable compensation for their services
as directors  as the Board of  Directors  shall at any time or from time to time
fix, including  compensation for service upon any committee or committees of the
Board.

Section 8.  Consent - Waiver of Notice

         If all the  directors,  or all members of a  committee  of the Board of
Directors,  as the case may be, severally or collectively  consent in writing to
any action taken or to be taken by the Company, and the number of such directors
or members  constitutes a quorum for such action,  such action shall be as valid
corporate  action as though it had been  authorized at a Meeting of the Board of
Directors or such  committee,  as the case may be.  Notice of any Meeting of the
Board of Directors or any committee thereof may be waived either before or after
such Meeting.  All such waivers and consents  shall be filed with the minutes of
any such Meeting by the Secretary.

Section 9.  Mandatory Retirement of Directors

         No person  shall be elected to the Board of  Directors  who has reached
his or her 70th birthday.

Section 10.  Indemnification and Advancement of Expenses of Directors

         The Company shall provide for the  indemnification  and  advancement of
expenses of directors to the extent properly permitted by law.


                              ARTICLE III. OFFICERS

Section 1.  Officers

         The officers of the Company shall be a President,  a Vice President,  a
Secretary,  a Treasurer  and a  Controller.  The  Company may also have,  at the
discretion of the Board of Directors,  one or more additional  Vice  Presidents,
one or more Assistant  Secretaries,  one or more Assistant Treasurers,  and such
other  officers as may be appointed.  Officers other than the President need not
be  directors.  The office of Chairman of the Board and President may be held by
the same  person but neither the  Chairman  of the Board nor the  President  may
occupy any other office. Other than the Chairman of the Board and President, one
person may hold two or more offices. All officers shall serve at the pleasure of
the Board of Directors.

Section 2.  President

         The President,  subject to the control of the Board of Directors, shall
be the Chief  Executive  Officer of the Company.  The President shall direct the
policies and  management of the Company and shall have general  supervision  and
control of the  business of the  Company.  In the absence of the Chairman of the
Board,  the  President  shall  preside  at all  Meetings  of  Shareholders.  The
President shall sign all  certificates,  contracts and other  instruments of the
Company  which may be  authorized by these By-laws or by the Board of Directors.
The President shall also have all powers and duties of management usually vested
in the office of  president  of a company,  and shall have such other powers and
duties as may be prescribed by the Board of Directors.

Section 3.  Vice Presidents

         In  the  absence  or  disability  of the  Chairman  of  the  Board  and
President, the Vice President designated by the Board of Directors shall perform
all the duties of the  President,  and when so acting  shall have all the powers
of,  and be  subject  to all the  restrictions  upon,  the  President.  The Vice
Presidents  shall have such other  powers and perform  such other duties as from
time to time may be  prescribed  for them  respectively  by the  Chairman of the
Board, the Board of Directors or the President.

Section 4.  Secretary

         The Secretary shall keep, or cause to be kept, a book of minutes at the
principal office or such other place as the Board of Directors may order, of all
Meetings of the Board of Directors and Shareholders,  with the time and place of
holding, the notice thereof given, the names of those present at Meetings of the
Board of Directors,  the number of shares  present or represented at Meetings of
Shareholders and the proceedings thereof.

         The Secretary shall keep, or cause to be kept, at the principal office,
or at the  office  of the  Company's  transfer  agent,  a  share  register  or a
duplicate  share  register,  showing  the  names of the  shareholders  and their
addresses; the number and classes of shares held by each; the number and date of
certificates  issued for the same,  and the number and date of  cancellation  of
every certificate surrendered for cancellation.

         The  Secretary  shall  give,  or cause to be  given,  notice of all the
Meetings of Shareholders  and of the Board of Directors  required by the By-laws
or by law to be given,  and the Secretary  shall keep the seal of the Company in
safe  custody  and have  responsibility  for  authenticating  all records of the
Company.  The Secretary shall also have such other powers and perform such other
duties as may be prescribed by the Chairman of the Board, the Board of Directors
or the President.

Section 5.  Treasurer

         The  Treasurer  shall  keep  and  maintain,  or  cause  to be kept  and
maintained,  adequate  and  correct  accounts  of the  properties  and  business
transactions  of the  Company,  including  accounts of its assets,  liabilities,
receipts,  disbursements,  gains,  losses,  capital,  surplus  and  shares.  Any
surplus,  including  earned surplus,  paid-in surplus and surplus arising from a
reduction of stated capital,  shall be classified  according to source and shown
in a separate account.

         The Treasurer  shall deposit all monies and other valuables in the name
and to the credit of the Company with such  depositaries as may be, from time to
time  designated  by the Chairman of the Board or the  President.  The Treasurer
shall render to the Chairman of the Board,  to the President and to the Board of
Directors  whenever  the  Chairman,  the  President  or the  Board of  Directors
requests it, an account of all  transactions  as Treasurer  and of the financial
condition  of the  Company,  and shall have such other  powers and perform  such
other duties as may be  prescribed  by the  Chairman of the Board,  the Board of
Directors or the President.

Section 6.  Controller

         The  Controller  shall  be  the  principal  accounting  officer  of the
Company.  The  Controller  shall  have  general  supervision  over the books and
accounts of the Company relating to receipts and disbursements and shall arrange
the form of all vouchers,  accounts, reports and returns required by the Company
and by the various  divisions.  The Controller  shall be responsible  for and in
charge of accounting and  accounting  methods,  office  procedures and routines,
budgets and  preparation  of  statistics  to assist in executive  control of the
business of the Company.  The  Controller  shall perform such other duties,  and
shall  render  such  reports as shall,  from time to time,  be  required  of the
Controller  by the  Chairman  of the  Board,  the  Board  of  Directors,  or the
President.

Section 7.  Indemnification and Advancement of Expenses of Officers

         The Company shall provide for the  indemnification  and  advancement of
expenses of officers to the extent properly permitted by law.


                            ARTICLE IV. CAPITAL STOCK

Section 1.  Form and Execution of Certificates

         Share  certificates  shall be in such form as shall be  adopted  by the
Board of Directors.  The share certificates may be under seal, or facsimile seal
of the Company and shall be signed by the  President or a Vice  President and by
the  Secretary  or an  Assistant  Secretary  or the  Treasurer  or an  Assistant
Treasurer  except that such  signatures  may be facsimile if the  certificate is
signed by a transfer  agent,  transfer  clerk acting on behalf of the Company or
registrar.  If any officer who has signed or whose facsimile  signature has been
used on any such  certificate  ceases to serve the  Company as an officer in the
capacity as to which his or her  signature  was so used before such  certificate
has been delivered by the Company, the certificate may, nevertheless, be adopted
by the Company and be issued and delivered as though such officer had not ceased
to hold such office.

Section 2.  Transfer

         Transfer of shares  shall be made only upon the books of the Company by
the  registered  holder in  person or by  attorney,  duly  authorized,  and upon
surrender of the certificate or certificates  for such shares properly  assigned
for transfer.

Section 3.  Lost or Destroyed Certificates

         The  holder  of any  certificate  representing  shares  of stock of the
Company may notify the Company of any loss,  theft or destruction  thereof,  and
the  Secretary  or  any  Assistant  Secretary  may  thereupon,  in  his  or  her
discretion,  instruct  that a new  certificate  be issued for the same number of
shares to be issued to such holder upon  satisfactory  proof of such loss, theft
or  destruction,  and the deposit of indemnity by way of bond or  otherwise,  in
such form and amount and with such surety or sureties as the  Secretary  or such
Assistant  Secretary  may  require,  to  indemnify  the Company  against loss or
liability by reason of the issuance of such new certificate.




                                 ARTICLE V. SEAL

         The  Company  shall  have a  corporate  seal,  in such form as shall be
approved by the Board of Directors.


                      ARTICLE VI. EXECUTION AND DELIVERY OF
                         CONTRACTS AND OTHER INSTRUMENTS

         All  officers  shall have  authority  to enter into any  contract or to
execute any  instrument in the name and on behalf of the Company,  provided that
such  contract or  instrument  is of a nature  usual and common in the  ordinary
conduct of the business affairs of the Company.  Such authority is general,  but
shall not be  understood  in any way to contravene  the  supervisory  powers and
authority of the Chairman of the Board,  the  President or the  Treasurer as set
forth in Article III of these By-laws. The authority of any officer or officers,
agent or agents to enter into any contract or to execute any  instrument  in the
name of and on  behalf of the  Company  for  purposes  other  than the  ordinary
conduct of the  business is subject to the  approval of the Board of  Directors,
and unless so authorized,  no officer, agent or employee shall have any power or
authority to bind the Company by any contract or other  instrument  or to pledge
its  credit or to render it liable for any  purpose  or to any amount  except as
provided herein.


                                             ARTICLE VII. FISCAL YEAR

     The fiscal year of the Company  shall begin on September 1 of each year and
end on August 31 of the next year.


                                             ARTICLE VIII. AMENDMENTS

Section 1.  Power of Shareholders

         By-laws  may  be   adopted,   amended  or  repealed  at  a  Meeting  of
Shareholders by the vote of shareholders  entitled to exercise a majority of the
voting power represented at such Meeting.







Section 2.  Power of Directors

         The  authority  to  adopt,  repeal  and  amend  the  By-laws  is hereby
delegated to the Board of Directors, subject to the power of the shareholders to
adopt,  amend or repeal such By-laws or to revoke this  delegation of authority;
provided,  also,  that the directors  may increase the number of  directorships,
without numerical limit, and may fill any vacancy so created with a director who
shall hold  office  until a successor  is elected at the next Annual  Meeting of
Shareholders,  or may decrease the number of  directorships,  by the  concurring
vote of the directors holding a majority of the  directorships,  which number of
directorships shall be the number prior to the vote on the increase.