Exhibit 3.6

                          AMENDED AND RESTATED BY-LAWS

                                       OF

                             WILLIAMS CONTROLS, INC.

                             A Delaware Corporation

                                    ARTICLE I
                                    ---------

                                     OFFICES
                                     -------

         Section 1. Registered  Office. The registered office of the corporation
in the State of  Delaware  shall be located at 229 South State  Street,  City of
Dover,  County of Kent, State of Delaware 19901.  The name of the  corporation's
registered agent at such address shall be The Prentice-Hall  Corporation System,
Inc. The registered  office and/or  registered  agent of the  corporation may be
changed from time to time by action of the board of directors.

         Section 2. Other Offices. The corporation may also have offices at such
other  places,  both within and without the State of  Delaware,  as the board of
directors may from time to time determine or the business of the corporation may
require.

                                   ARTICLE II
                                   ----------
                            MEETINGS OF STOCKHOLDERS
                            ------------------------

         Section  1.  Place  and Time of  Meetings.  An  annual  meeting  of the
stockholders  shall be held each year for the purpose of electing  directors and
conducting such other proper business as may come before the meeting.  The date,
time and place of the annual  meeting  shall be  determined by resolution of the
board of directors or the holders of shares entitled to cast not less than fifty
percent of the votes at the meeting.

         Section 2. Special  Meetings.  Special  meetings of stockholders may be
called for any  purpose  (including,  without  limitation,  the filling of board
vacancies  and newly  created  directorships),  and may be held at such time and
place,  within or without the State of Delaware,  as shall be stated in a notice
of meeting or in a duly executed waiver of notice thereof.  Such meetings may be
called  at any time by the  board of  directors  and  shall be  called  upon the
written  request  of the  holders  of  shares  entitled  to cast not less than a
majority  of the votes at the  meeting.  Such  written  request  shall state the
purpose  or  purposes  of the  meeting  and shall be

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         delivered to the board of directors. On such written request, the board
of directors  shall fix a date and time for such meeting  within two (2) days of
the date requested for such meeting in such written request.

         Section 3. Place of Meetings.  The board of directors may designate any
place,  either within or without the State of Delaware,  as the place of meeting
for any  annual  meeting  or for any  special  meeting  called  by the  board of
directors.  If no  designation  is made,  or if a special  meeting is  otherwise
called,  the place of meeting  shall be the  principal  executive  office of the
corporation.

         Section 4. Notice.  Whenever  stockholders are required or permitted to
take action at a meeting,  written or printed  notice  stating the place,  date,
time, and, in the case of special  meetings,  the  purpose(s),  of such meeting,
shall be given to each  stockholder  entitled  to vote at such  meeting not less
than 10 nor more than 60 days before the date of the  meeting.  All such notices
shall be delivered,  either personally or by mail, by or at the direction of the
board of directors,  the president or the secretary,  and if mailed, such notice
shall be deemed to be  delivered  when  deposited  in the  United  States  mail,
postage prepaid,  addressed to the stockholder at his, her or its address as the
same  appears on the  records of the  corporation.  Attendance  of a person at a
meeting  shall  constitute a waiver of notice of such  meeting,  except when the
person  attends for the express  purpose of  objecting  at the  beginning of the
meeting to the  transaction of any business  because the meeting is not lawfully
called or convened.

         Section 5.  Stockholders  List.  The officer having charge of the stock
ledger of the  corporation  shall make, at least 10 days before every meeting of
the stockholders,  a complete list of the stockholders  entitled to vote at such
meeting arranged in alphabetical order,  showing the address of each stockholder
and the number of shares registered in the name of each  stockholder.  Such list
shall be open to the examination of any stockholder,  for any purpose germane to
the meeting,  during ordinary  business hours,  for a period of at least 10 days
prior to the meeting,  either at a place within the city where the meeting is to
be held,  which place shall be specified in the notice of the meeting or, if not
so specified,  at the place where the meeting is to be held. The list shall also
be produced and kept at the time and place of the meeting  during the whole time
thereof, and may be inspected by any stockholder who is present.

         Section 6. Quorum. Except as otherwise provided by applicable law or by
the corporation's  certificate of incorporation,  shares of capital stock of the
corporation  having a majority of the voting power of all outstanding  shares of
capital stock of the corporation  entitled to vote,  represented in person or by
proxy, shall constitute a quorum at a meeting of stockholders.  If shares having
a majority of the voting power of all outstanding shares of capital stock of the
corporation  are not  represented at a meeting,  shares having a majority of the
voting power of all shares so  represented  may adjourn the meeting from time to
time in  accordance  with  Section 7 of this  Article,  until a quorum  shall be
present or  represented.  When a quorum is once present to commence a meeting of
stockholders,  it is not broken by the subsequent withdrawal of any stockholders
or their proxies.

         Section 7. Adjourned  Meetings.  When a meeting is adjourned to another
time and place,  notice need not be given of the  adjourned  meeting if the time
and place  thereof are  announced at the meeting,  at which the  adjournment  is
taken. At the adjourned  meeting the

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<PAGE>
corporation  may transact any business  which might have been  transacted at the
original  meeting.  If the adjournment is for more than thirty days, or if after
the adjournment a new record date is fixed for the adjourned  meeting,  a notice
of the adjourned  meeting shall be given to each  stockholder of record entitled
to vote at the meeting.

         Section 8. Vote  Required.  When a quorum is present,  the  affirmative
vote of the shares  having a majority of the voting power of all shares  present
in person or  represented  by proxy at the meeting  and  entitled to vote on the
subject matter shall be the act of the stockholders,  unless the question is one
upon which by express  provisions of an applicable  law or of the  corporation's
certificate of  incorporation  a different vote is required,  in which case such
express provision shall govern and control the decision of such question.  Where
a separate vote by class is required,  the  affirmative  vote of the majority of
shares of such class  present in person or  represented  by proxy at the meeting
shall be the act of such class, unless the question is one upon which by express
provisions  of  an  applicable  law  or  of  the  corporation's  certificate  of
incorporation a different vote is required, in which case such express provision
shall govern and control the decision of such question.

         Section 9. Voting Rights.  Except as otherwise  provided by the General
Corporation Law of the State of Delaware or by the certificate of  incorporation
of the corporation, every stockholder shall at every meeting of the stockholders
be  entitled  to one vote in person or by proxy for each  share of common  stock
held by such stockholder.

         Section 10. Proxies.  Each stockholder entitled to vote at a meeting of
stockholders  or to express  consent or dissent to  corporate  action in writing
without a meeting may authorize  another  person(s) to act for him, her or it by
proxy.  Every proxy must be signed by the  stockholder  granting the proxy or by
his,  her or its  attorney-in-fact.  No proxy shall be voted or acted upon after
three years from its date, unless the proxy provides for a longer period. A duly
executed proxy shall be irrevocable if it states that it is irrevocable  and if,
and only as long as, it is coupled with an interest sufficient in law to support
an irrevocable power. A proxy may be made irrevocable  regardless of whether the
interest  with  which it is  coupled is an  interest  in the stock  itself or an
interest in the corporation generally.

         Section 11. Action by Written Consent. Unless otherwise provided in the
corporation's  certificate of incorporation,  any action required to be taken at
any annual or special meeting of stockholders of the corporation,  or any action
which may be taken at any annual or special meeting of such stockholders, may be
taken  without  a  meeting,  without  prior  notice  and  without  a vote,  if a
consent(s)  in writing,  setting forth the action so taken and bearing the dates
of signature of the stockholders  who signed the consent(s),  shall be signed by
the holders of outstanding shares of stock having a majority of the voting power
of all shares entitled to vote, or, if greater, not less than the minimum number
of votes that would be  necessary  to authorize or take such action at a meeting
at which all shares entitled to vote thereon were present and voted and shall be
delivered to the  corporation by delivery to its registered  office in the state
of Delaware, or the corporation's  principal place of business, or an officer or
agent of the corporation  having custody of the book(s) in which  proceedings of
meetings of the  stockholders are recorded.  Delivery made to the  corporation's
registered  office shall be by hand or by certified or registered  mail,  return
receipt requested,  provided, however, that no consent(s) delivered by certified
or registered mail shall be deemed  delivered until such consent(s) are


                                      -3-
<PAGE>
actually received at the registered  office.  All consents properly delivered in
accordance  with this section  shall be deemed to be recorded when so delivered.
No written  consent shall be effective to take the corporate  action referred to
therein unless,  within sixty (60) days of the earliest dated consent  delivered
to the corporation as required by this section,  written  consents signed by the
holders of a sufficient  number of shares to take such  corporate  action are so
recorded.  Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those  stockholders who
have not  consented  in  writing.  Any action  taken  pursuant  to such  written
consent(s) of the stockholders  shall have the same force and effect as if taken
by the stockholders at a meeting thereof.

                                  ARTICLE III
                                   -----------
                                   DIRECTORS
                                    ---------

         Section 1. General Powers.  The business and affairs of the corporation
shall be managed by or under the direction of the board of directors.

         Section 2.  Number,  Election  and Term of Office.  Except as otherwise
provided  in the  corporation's  certificate  of  incorporation,  the  number of
directors which shall  constitute the board shall be seven (7), which number may
be increased or decreased  from time to time by resolution of the board.  Except
as otherwise  provided in the corporation's  certificate of  incorporation,  the
directors  shall be elected by a plurality of the votes of the shares present in
person  or  represented  by proxy at the  meeting  and  entitled  to vote in the
election of directors. Each director elected shall hold office until a successor
is duly elected and qualified or until his or her earlier death,  resignation or
removal as hereinafter provided.

         Section 3. Removal and Resignation. Any director or the entire board of
directors may be removed at any time, with or without cause, by the holders of a
majority  of the shares  then  entitled  to vote at an  election  of  directors.
Whenever  the  holders of any class or series are  entitled to elect one or more
directors by the provisions of the  corporation's  certificate of incorporation,
the  provisions of this section shall apply,  in respect to the removal  without
cause of a director or directors  so elected,  to the vote of the holders of the
outstanding  shares  of  that  class  or  series  and  not  to the  vote  of the
outstanding  shares as a whole. Any director may resign at any time upon written
notice to the corporation.

         Section 4. Vacancies.  Except as otherwise  provided by the certificate
of incorporation of the corporation,  vacancies and newly created  directorships
resulting from any increase in the authorized  number of directors may be filled
in any manner  permitted by  applicable  law. Each director so chosen shall hold
office  until a  successor  is duly  elected and  qualified  or until his or her
earlier death, resignation or removal as herein provided.

         Section 5. Annual  Meetings.  The annual  meeting of each newly elected
board  of  directors  shall  be held  without  other  notice  than  this  by-law
immediately after, and at the same place as, the annual meeting of stockholders.




                                      -4-
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         Section 6. Other Meetings and Notice. Regular meetings,  other than the
annual  meeting,  of the board of directors  may be held without  notice at such
time and at such place as shall from time to time be determined by resolution of
the board. Special meetings of the board of directors may be called by or at the
request of the  president or vice  president on at least 24 hours notice to each
director,  either personally,  by telephone,  by mail, or by facsimile;  in like
manner  and on like  notice  the  president  must call a special  meeting on the
written request of at least a majority of the directors.

         Section 7. Quorum,  Required Vote and Adjournment.  Except as otherwise
provided in the corporation's certificate of incorporation,  each director shall
be entitled to one vote.  Directors then in office (and  specifically  excluding
any  vacancies)  and  holding a  majority  of the votes of all  directors  shall
constitute a quorum for the  transaction of business.  The vote of a majority of
directors  present at a meeting at which a quorum is present shall be the act of
the board of  directors.  If a quorum shall not be present at any meeting of the
board of directors,  the directors  present thereat may adjourn the meeting from
time to time,  without notice other than  announcement  at the meeting,  until a
quorum shall be present.

         Section 8.  Committees.  Subject to the  corporation's  certificate  of
incorporation, the board of directors may, by resolution passed by a majority of
the directors,  designate one or more  committees,  each committee to consist of
one or more of the directors of the corporation, which to the extent provided in
such  resolution  or these by-laws shall have and may exercise the powers of the
board of directors in the  management and affairs of the  corporation  except as
otherwise  limited by law.  The board of  directors  may  designate  one or more
directors as alternate  members of any committee,  who may replace any absent or
disqualified  member at any meeting of the committee.  Such  committee(s)  shall
have such name(s) as may be determined  from time to time by resolution  adopted
by the board of  directors.  Each  committee  shall keep regular  minutes of its
meetings and report the same to the board of directors when required.

         Section 9.  Committee  Rules.  Each committee of the board of directors
may fix its own rules of  procedure  and shall hold its  meetings as provided by
such rules,  except as may otherwise be provided by a resolution of the board of
directors  designating  such  committee.  Unless  otherwise  provided  in such a
resolution,  the presence of at least a majority of the members of the committee
shall be necessary to constitute a quorum.

         Section 10. Communications Equipment. Members of the board of directors
or any committee thereof may participate in and act at any meeting of such board
or committee through the use of a conference  telephone or other  communications
equipment  by  means of which  all  persons  participating  in the  meeting  can
communicate with each other,  and  participation in the meeting pursuant to this
section shall constitute presence in person at the meeting.

         Section 11. Waiver of Notice and  Presumption of Assent.  Any member of
the board of  directors  or any  committee  thereof  who is present at a meeting
shall be conclusively presumed to have waived notice of such meeting except when
such member attends for the express purpose of objecting at the beginning of the
meeting to the  transaction of any business  because the meeting is not lawfully
called or convened.  Such member shall be conclusively presumed to have assented
to any action taken unless his or her dissent shall be entered in the minutes of
the meeting or unless his or her written  dissent to such action  shall be filed
with the person  acting as

                                      -5-
<PAGE>
the  secretary  of the  meeting  before  the  adjournment  thereof  or  shall be
forwarded by  registered  mail to the secretary of the  corporation  immediately
after the  adjournment of the meeting.  Such right to dissent shall not apply to
any member who voted in favor of such action.

         Section 12. Action by Written Consent.  Unless otherwise  restricted by
the corporation's certificate of incorporation, any action required or permitted
to be taken  at any  meeting  of the  board of  directors,  or of any  committee
thereof,  may be  taken  without  a  meeting  if all  members  of the  board  or
committee,  as the case may be, consent  thereto in writing,  and the writing(s)
are filed with the minutes of proceedings of the board or committee.

         Section 13. Majority of Directors. If the corporation's  certificate of
incorporation  provides  that  directors  elected  by the  holders of a class or
series  of stock  shall  have  more or less  than one vote per  director  on any
matter,  each reference in this Article III to a majority or other proportion of
directors  shall  refer to a majority  or other  proportion  of the votes of all
directors  taking into  account  the  greater or lesser  number of votes of such
directors.

                                   ARTICLE IV
                                   ----------

                                    OFFICERS
                                    --------

         Section 1. Number.  The officers of the corporation shall be elected by
the board of directors  and shall  consist of a chairman,  if any is elected,  a
vice chairman,  if any is elected, a president,  one or more vice presidents,  a
secretary, a treasurer, and such other officers and assistant officers as may be
deemed  necessary or desirable by the board of directors.  Any number of offices
may be held by the same person,  except that no person may  simultaneously  hold
the office of president and secretary. In its discretion, the board of directors
may choose not to fill any office for any period as it may deem advisable.

         Section 2. Election and Term of Office. The officers of the corporation
shall be elected  annually by the board of directors  at its first  meeting held
after each annual meeting of  stockholders or as soon thereafter as conveniently
may be. Vacancies may be filled or new offices created and filled at any meeting
of the board of  directors.  Each officer shall hold office until a successor is
duly elected and  qualified or until his or her earlier  death,  resignation  or
removal as hereinafter provided.

         Section  3.  Removal.  Any  officer  or agent  elected  by the board of
directors may be removed by the board of directors  whenever in its judgment the
best  interests of the  corporation  would be served  thereby,  but such removal
shall be without  prejudice  to the  contract  rights,  if any, of the person so
removed.

         Section 4. Compensation. Compensation of all officers shall be fixed by
the board of directors,  and no officer shall be prevented  from  receiving such
compensation by virtue of his or her also being a director of the corporation.

         Section 5. The Chairman of the Board. The chairman of the board, if one
shall  have been  elected,  shall be a member of the  board,  an  officer of the
corporation,  and, if  present,  shall  preside at each  meeting of the board of
directors or shareholders. He shall advise the president,


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<PAGE>
and in the president's  absence,  other officers of the  corporation,  and shall
perform  such other  duties as may from time to time be  assigned  to him by the
board of directors.

         Section 6. Vice  Chairman.  The vice  chairman,  if one shall have been
elected,  shall be a member of the board and an officer of the corporation,  and
shall,  in the absence of the chairman of the board,  act with all of the powers
and be subject to all the  restrictions  of the chairman of the board.  He shall
advise the  president,  and in the  president's  absence,  other officers of the
corporation,  and shall  perform  such other  duties as may from time to time be
assigned to him by the board of directors.

         Section 7. The President.  The president  shall be the chief  executive
officer of the corporation. In the absence of the chairman of the board and vice
chairman,  or if a chairman of the board and vice  chairman  shall have not been
elected,  the president  shall preside at all meetings of the  stockholders  and
board of directors at which he or she is present.  The president shall,  subject
to the powers of the board of  directors,  have general  charge of the business,
affairs and property of the corporation,  and control over its officers,  agents
and  employees,  and shall see that all orders and  resolutions  of the board of
directors are carried into effect.  The  president  shall have such other powers
and perform such other duties as may be  prescribed by the board of directors or
as may be provided in these by-laws.

         Section 8.  Vice-presidents.  The  vice-president,  if any, or if there
shall be more than one, the vice-presidents in the order determined by the board
of directors shall, in the absence or disability of the president,  act with all
of the  powers  and be subject to all the  restrictions  of the  president.  The
vice-presidents  shall also perform such other duties and have such other powers
as the board of  directors,  the  president or these  by-laws may,  from time to
time, prescribe.

         Section 9. The Secretary and Assistant Secretaries. The secretary shall
attend all meetings of the board of  directors,  all meetings of the  committees
thereof and all meetings of the  stockholders  and record all the proceedings of
the  meetings in a book(s) to be kept for that  purpose.  Under the  president's
supervision,  the secretary  (i) shall give,  or cause to be given,  all notices
required to be given by these by-laws or by law; (ii) shall have such powers and
perform such duties as the board of  directors,  the  president or these by-laws
may, from time to time, prescribe; and (iii) shall have custody of the corporate
seal of the corporation.  The secretary,  or an assistant secretary,  shall have
authority to affix the corporate seal to any instrument requiring it and when so
affixed,  it may be attested by his or her signature or by the signature of such
assistant  secretary.  The board of directors may give general  authority to any
other officer to affix the seal of the corporation and to attest the affixing by
his or her signature. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors,  shall,
in the absence or disability of the  secretary,  perform the duties and exercise
the powers of the  secretary  and shall  perform such other duties and have such
other powers as the board of directors,  the  president,  or secretary may, from
time to time, prescribe.

         Section 10. The Treasurer and Assistant  Treasurers.  The treasurer (i)
shall have the custody of the corporate  funds and  securities;  (ii) shall keep
full and accurate  accounts of receipts and  disbursements in books belonging to
the  corporation;  (iii) shall deposit all monies and other valuable  effects in
the name and to the credit of the  corporation as may be ordered by the board of
directors;  (iv) shall cause the funds of the  corporation  to be disbursed when
such


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<PAGE>
disbursements  have  been  duly  authorized,  taking  proper  vouchers  for such
disbursements;  (v) shall render to the president and the board of directors, at
its regular  meeting or when the board of directors  so requires,  an account of
the corporation;  and (vi) shall have such powers and perform such duties as the
board of  directors,  the  president or these  by-laws  may,  from time to time,
prescribe.  If required by the board of directors,  the treasurer shall give the
corporation  a bond (which  shall be rendered  every six years) in such sums and
with such surety or sureties as shall be  satisfactory to the board of directors
for the faithful  performance  of the duties of the office of treasurer  and for
the restoration to the corporation,  in case of death, resignation,  retirement,
or  removal  from  office,  of all books,  papers,  vouchers,  money,  and other
property  of  whatever  kind in the  possession  or  under  the  control  of the
treasurer belonging to the corporation.  The assistant treasurer,  if any, or if
there shall be more than one, the assistant  treasurers in the order  determined
by the board of directors,  shall in the absence or disability of the treasurer,
perform  the duties and  exercise  the powers of the  treasurer.  The  assistant
treasurers  shall  perform  such other  duties and have such other powers as the
board  of  directors,  the  president  or  treasurer  may,  from  time to  time,
prescribe.

         Section 11. Other Officers,  Assistant  Officers and Agents.  Officers,
assistant  officers  and  agents,  if any,  other  than those  whose  duties are
provided for in these by-laws, shall have such authority and perform such duties
as may from time to time be prescribed by resolution of the board of directors.

         Section  12.  Absence or  Disability  of  Officers.  In the case of the
absence or disability of any officer of the corporation and of any person hereby
authorized  to act in such  officer's  place  during such  officer's  absence or
disability,  the board of directors  may by  resolution  delegate the powers and
duties of such officer to any other officer or to any director,  or to any other
person whom it may select.

                                   ARTICLE V
                                   ---------

                                 INDEMNIFICATION
                                 ---------------

         Section 1.  Indemnity for Third Party  Actions.  To the fullest  extent
permitted by applicable law, the corporation  shall 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 proceeding, whether civil, criminal, administrative or
investigative  (other than an action by or in the right of the  corporation)  by
reason of the fact  that such  person is or was a  director  or  officer  of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director,   officer,   member,   employee  or  agent  of  another   corporation,
partnership,   limited  liability  company,   joint  venture,   trust  or  other
enterprise,  against expenses (including attorneys' fees), judgments,  fines and
amounts paid in  settlement  (collectively,  "Losses")  actually and  reasonably
incurred by such  person in  connection  with such  action,  suit or  proceeding
except  that such person  shall be liable for such Losses  incurred by reason of
such person's gross  negligence or willful  misconduct.  The  termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo  contendere  or its  equivalent,  shall not,  of  itself,  create a
presumption that the person did not act in good faith and in a manner which such
person  reasonably  believed to be in


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<PAGE>
or not opposed to the best interest of the corporation, and, with respect to any
criminal  action  or  proceeding,  had  reasonable  cause to  believe  that such
persons' conduct was unlawful.

         Section 2. Indemnity for Action by or in right of  Corporation.  To the
fullest extent permitted by applicable law, the corporation  shall indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person is or was a director or officer of the corporation,  or is or was serving
at the request of the  corporation  as a director,  officer or member of another
corporation,  partnership,  joint venture,  trust or other  enterprise,  against
Losses  actually and reasonably  incurred by such person in connection  with the
defense or  settlement  of such action or suit except that such person  shall be
liable for such Losses incurred by reason of such person's material breach of an
agreement  by  such  person  with  the  corporation,  and  except  that  no such
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall  have been  adjudged  to be liable to the  corporation
unless  and only to the  extent  that the court in which such suit or action was
brought shall  determine upon  application  that,  despite the  adjudication  of
liability  but in view of all the  circumstances  of the  case,  such  person is
fairly and  reasonably  entitled to indemnity for such expenses which such court
shall deem proper.

         Section 3. Employees.  The corporation may, to the extent authorized by
the board of directors,  indemnify any person who is or was an employee or agent
(other than a director or officer) of the  corporation  if such person  would be
entitled to such indemnity under the provisions of Section 1 or 2 if such person
had been a director or officer of the corporation.

         Section 4. Procedure for Indemnity.  Any indemnification to be provided
under  Section  1, 2 or 3  (unless  ordered  by a  court)  shall  be made by the
corporation  only as authorized in the specific case upon a  determination  that
indemnification of the present or former director,  officer, member, employee or
agent is proper in the circumstances  because such person has met the applicable
standard of conduct set forth in Sections 1 and 2. Such  determination  shall be
made (1) by a majority  vote of  directors  who are not parties to such  action,
suit or  proceeding,  even though less than a quorum,  or (2) by a committee  of
such  directors  designated by a majority vote of such  directors,  even through
less than a quorum, or (3) if there are no such directors,  or if such directors
so direct,  by  independent  legal counsel in a written  opinion,  or (4) by the
stockholders.

         Section 5. Expenses.  Expenses (including  attorneys' fees) incurred by
an officer, former officer,  director or former director in defending any civil,
criminal,  administrative or investigative  action,  suit or proceeding shall be
paid by the corporation in advance of the final disposition of such action, suit
or  proceeding  unless  otherwise  determined  by the board of  directors in the
specific case, upon receipt of an undertaking by or on behalf of the director or
officer to repay such  amount if it shall  ultimately  be  determined  that such
person is not entitled to be  indemnified  by the  corporation  as authorized in
this Article V. Such  expenses  (including  attorneys'  fees)  incurred by other
employees and agents may be so paid upon such terms and  conditions,  if any, as
the board of directors authorizes.

         Section 6. Article Not Exclusive.  The  indemnification and advancement
of expenses  provided  by, or granted  pursuant  to, this Article V shall not be
deemed exclusive of any other

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<PAGE>
rights to which those seeking  indemnification or advancement of expenses may be
entitled  under  any  statute,  by-law,   agreement,  vote  of  stockholders  or
disinterested  directors  or  otherwise,  both as to  action  in  such  person's
official  capacity  and as to action in  another  capacity  while  holding  such
office,  and shall,  unless  otherwise  provided  when  authorized  or ratified,
continue  as to a person  who has  ceased  to be a  director,  officer,  member,
employee or agent and shall inure to the  benefit of the heirs,  executors,  and
administrators of such person.

         Section 7. Insurance.  The corporation shall have the power to purchase
and  maintain  insurance  on  behalf  of any  person  who was or is a  director,
officer,  employee  or agent of the  corporation,  or is or was  serving  at the
request of the corporation as a director,  officer, member, employee or agent of
another  corporation,  partnership,  limited liability  company,  joint venture,
trust or other enterprise against any liability asserted against such person and
incurred by such person in any such  capacity,  or arising out of such  person's
status as such, whether or not the corporation would have the power to indemnify
such person  against such  liability  under the  provisions of this Article V or
applicable law.

         Section 8.  References to "the  Corporation".  For the purposes of this
Article V,  references to "the  corporation"  shall include,  in addition to the
resulting corporation, any constituent corporation (including any constituent of
a  constituent)  absorbed in a  consolidation  or merger which,  if its separate
existence  had  continued,  would have had power and  authority to indemnify its
directors,  officers,  employees  or agents,  so that any person who is or was a
director,  officer, employee or agent of such constituent corporation,  or is or
was  serving  at the  request of such  constituent  corporation  as a  director,
officer, member, employee or agent of another corporation,  partnership, limited
liability company, joint venture, trust or other enterprise,  shall stand in the
same  position  under  the  provisions  of this  Article V with  respect  to the
resulting  or  surviving  corporation  as such person would have with respect to
such constituent corporation if its separate existence had continued.

                                   ARTICLE VI
                                   ----------

                       CERTIFICATES OF STOCK; RECORD DATES
                       -----------------------------------

         Section  1. Form.  Every  holder of stock in the  corporation  shall be
entitled to have a certificate,  signed by, or in the name of the corporation by
(i)  the  chairman  of  the  board,  the  vice  chairman,  the  president  or  a
vice-president  and  (ii)  the  secretary  or  an  assistant  secretary  of  the
corporation,  certifying  the  number  of  shares  owned by such  holder  in the
corporation.  If such a certificate is countersigned  (1) by a transfer agent or
an assistant transfer agent other than the corporation or its employee or (2) by
a registrar,  other than the  corporation or its employee,  the signature of any
such chairman of the board, vice chairman, president, vice-president, secretary,
or  assistant  secretary  may be  facsimiles.  In case any  officer(s)  who have
signed,   or  whose  facsimile   signature(s)   have  been  used  on,  any  such
certificate(s)  shall cease to be such  officer(s)  of the  corporation  whether
because of death,  resignation or otherwise before such certificate(s) have been
delivered by the corporation, such certificate(s) may nevertheless be issued and
delivered  as though the person or persons  who signed  such  certificate(s)  or
whose  facsimile  signature(s)  have been used thereon had not ceased to be such
officer(s)  of  the   corporation.   All   certificates   for  shares  shall  be
consecutively  numbered or otherwise identified.  The name of the


                                      -10-
<PAGE>
person to whom the shares  represented  thereby are  issued,  with the number of
shares  and date of issue,  shall be  entered  on the books of the  corporation.
Shares of stock of the corporation shall only be transferred on the books of the
corporation  by the holder of record  thereof or by such holder's  attorney duly
authorized in writing,  upon surrender to the corporation of the  certificate(s)
for such shares endorsed by the appropriate person(s), with such evidence of the
authenticity of such endorsement,  transfer, authorization, and other matters as
the corporation may reasonably  require,  and accompanied by all necessary stock
transfer stamps. In that event, it shall be the duty of the corporation to issue
a new certificate to the person entitled thereto, cancel the old certificate(s),
and record the  transaction  on its books.  The board of directors may appoint a
bank or trust company organized under the laws of the United States or any state
thereof to act as its transfer  agent or registrar,  or both in connection  with
the transfer of any class or series of securities of the corporation.

         Section 2. Lost  Certificates.  The board of directors may direct a new
certificate(s) to be issued in place of any certificate(s)  previously issued by
the corporation alleged to have been lost, stolen, or destroyed, upon the making
of an affidavit of that fact by the person  claiming the certificate of stock to
be  lost,   stolen,  or  destroyed.   When  authorizing  such  issue  of  a  new
certificate(s), the board of directors may, in its discretion and as a condition
precedent to the issuance  thereof,  require the owner of such lost,  stolen, or
destroyed  certificate(s),  or his or her  legal  representative,  to  give  the
corporation a bond  sufficient to indemnify  the  corporation  against any claim
that may be made  against  the  corporation  on  account  of the loss,  theft or
destruction of any such certificate or the issuance of such new certificate.

         Section 3. Fixing a Record Date for Stockholder Meetings. In order that
the corporation may determine the stockholders  entitled to notice of or to vote
at any  meeting  of  stockholders  or any  adjournment  thereof,  the  board  of
directors  may fix a record  date,  which record date shall not precede the date
upon which the  resolution  fixing  the  record  date is adopted by the board of
directors,  and which record date shall not be more than sixty nor less than ten
days before the date of such meeting. If no record date is fixed by the board of
directors, the record date for determining stockholders entitled to notice of or
to vote at a meeting of  stockholders  shall be the close of business on the day
immediately  preceding the day on which notice is given, or if notice is waived,
at the close of business on the day  immediately  preceding the day on which the
meeting is held. A determination of stockholders of record entitled to notice of
or to vote at a meeting of  stockholders  shall apply to any  adjournment of the
meeting;  provided,  however,  that the board of directors  may fix a new record
date for the adjourned meeting.

         Section 4. Fixing a Record Date for Action by Written Consent. In order
that the  corporation  may  determine  the  stockholders  entitled to consent to
corporate action in writing without a meeting,  the board of directors may fix a
record  date,  which  record  date  shall not  precede  the date upon  which the
resolution  fixing the record  date is  adopted by the board of  directors,  and
which  date  shall not be more than ten (10) days  after the date upon which the
resolution  fixing the record date is adopted by the board of  directors.  If no
record  date has been  fixed by the  board of  directors,  the  record  date for
determining  stockholders  entitled  to consent to  corporate  action in writing
without a meeting, when no prior action by the board of directors is required by
statute, shall be the first date on which a signed written consent setting forth
the action  taken or proposed to be taken is  delivered  to the  corporation  by
delivery to its registered


                                      -11-
<PAGE>
office in the State of Delaware,  its principal place of business, or an officer
or agent of the corporation  having custody of the book in which  proceedings of
meetings  of  stockholders  are  recorded.  Delivery  made to the  corporation's
registered  office shall be by hand or by certified or registered  mail,  return
receipt  requested.  If no record date has been fixed by the board of  directors
and prior action by the board of  directors  is required by statute,  the record
date for  determining  stockholders  entitled to consent to corporate  action in
writing  without a meeting shall be at the close of business on the day on which
the board of directors adopts the resolution taking such prior action.

         Section 5. Fixing a Record Date for Other  Purposes.  In order that the
corporation  may determine the  stockholders  entitled to receive payment of any
dividend or other  distribution  or allotment or any rights of the  stockholders
entitled to exercise any rights in respect of any change, conversion or exchange
of stock, or for the purposes of any other lawful action, the board of directors
may fix a record  date,  which record date shall not precede the date upon which
the resolution fixing the record date is adopted, and which record date shall be
not more than sixty days prior to such action.  If no record date is fixed,  the
record date for  determining  stockholders  for any such purpose shall be at the
close  of  business  on the day on  which  the  board of  directors  adopts  the
resolution relating thereto.

         Section  6.  Registered  Stockholders.  Prior to the  surrender  to the
corporation  of the  certificate(s)  for a  share(s)  of stock with a request to
record the transfer of such share(s),  the  corporation may treat the registered
owner  as the  person  entitled  to  receive  dividends,  to  vote,  to  receive
notifications,  and otherwise to exercise all the rights and powers of an owner.
The corporation  shall not be bound to recognize any equitable or other claim to
or interest in such share(s) on the part of any other person,  whether or not it
shall have express or other notice thereof.

         Section 7.  Subscriptions for Stock.  Unless otherwise  provided for in
the subscription  agreement,  subscriptions  for shares shall be paid in full at
such time, or in such  installments and at such times, as shall be determined by
the board of  directors.  Any call made by the board of directors for payment on
subscriptions  shall be  uniform as to all shares of the same class or as to all
shares of the same series.  In case of default in the payment of any installment
or call when such  payment is due,  the  corporation  may proceed to collect the
amount due in the same manner as any debt due the corporation.

                                  ARTICLE VII
                                  -----------

                               GENERAL PROVISIONS
                               ------------------

         Section  1.  Dividends.   Dividends  upon  the  capital  stock  of  the
corporation,  subject to the provisions of the certificate of incorporation, may
be  declared  by the board of  directors  at any  regular  or  special  meeting,
pursuant to law. Dividends may be paid in cash, in property, or in shares of the
capital stock,  subject to the provisions of the  certificate of  incorporation.
Before  payment of any dividend,  there may be set aside out of any funds of the
corporation  available for dividends  such sum(s) as the directors  from time to
time,  in their  absolute  discretion,  think  proper  as a  reserve(s)  to meet
contingencies,  or for equalizing dividends, or for repairing or

                                      -12-
<PAGE>
maintaining  any  property  of the  corporation,  or any other  purpose  and the
directors  may modify or abolish any such  reserve in the manner in which it was
created.

         Section 2.  Checks,  Drafts or Orders.  All  checks,  drafts,  or other
orders for the payment of money by or to the corporation and all notes and other
evidences of indebtedness  issued in the name of the corporation shall be signed
by such officer(s), agent(s) of the corporation, and in such manner, as shall be
determined  by  resolution  of the  board  of  directors  or a  duly  authorized
committee thereof.

         Section  3.  Contracts.  The  board  of  directors  may  authorize  any
officer(s), or any agent(s), of the corporation to enter into any contract or to
execute  and  deliver  any  instrument  in the  name  of and  on  behalf  of the
corporation,  and  such  authority  may  be  general  or  confined  to  specific
instances.

         Section 4. Loans.  The  corporation may lend money to, or guarantee any
obligation  of,  or  otherwise  assist  any  officer  or other  employee  of the
corporation  or of its  subsidiary,  including  any officer or employee who is a
director of the corporation or its subsidiary,  whenever, in the judgment of the
directors,  such loan,  guaranty or  assistance  may  reasonably  be expected to
benefit the corporation.  The loan,  guaranty or other assistance may be with or
without interest,  and may be unsecured,  or secured in such manner as the board
of directors shall approve, including, without limitation, a pledge of shares of
stock of the corporation.  Nothing in this section  contained shall be deemed to
deny, limit or restrict the powers of guaranty or warranty of the corporation at
common law or under any statute.

         Section 5. Fiscal  Year.  The fiscal year of the  corporation  shall be
fixed by resolution of the board of directors.

         Section  6.  Corporate  Seal.  The  board of  directors  may  provide a
corporate  seal which shall be in the form of a circle and shall have  inscribed
thereon the name of the corporation and the words  "Corporate  Seal,  Delaware."
The seal may be used by causing it or a  facsimile  thereof to be  impressed  or
affixed or reproduced or otherwise.

         Section 7. Voting Securities Owned By Corporation. Voting securities in
any other  corporation held by the corporation  shall be voted by the president,
unless  the  board of  directors  specifically  confers  authority  to vote with
respect  thereto,  which  authority  may be  general  or  confined  to  specific
instances,  upon some other  person or officer.  Any person  authorized  to vote
securities  shall  have the power to  appoint  proxies,  with  general  power of
substitution.

         Section 8. Inspection of Books and Records.  Any stockholder of record,
in person or by attorney or other agent,  shall,  upon written demand under oath
stating the purpose thereof,  have the right during the usual hours for business
to inspect for any proper purpose the corporation's  stock ledger, a list of its
stockholders,  and its other books and  records,  and to make copies or extracts
therefrom.  A proper purpose shall mean any purpose  reasonably  related to such
person's interest as a stockholder. In every instance where an attorney or other
agent shall be the person who seeks the right to  inspection,  the demand  under
oath shall be  accompanied  by a power of attorney or such other  writing  which
authorizes  the attorney or other agent to so act


                                      -13-
<PAGE>
on behalf of the  stockholder.  The demand  under oath shall be  directed to the
corporation  at  its  registered  office  in the  State  of  Delaware  or at its
principal place of business.

         Section 9. Section Headings.  Section headings in these by-laws are for
convenience of reference only and shall not be given any  substantive  effect in
limiting or otherwise construing any provision herein.

         Section 10. Inconsistent Provisions. In the event that any provision of
these by-laws is or becomes inconsistent with any provision of the corporation's
certificate  of  incorporation,  the  General  Corporation  Law of the  State of
Delaware or any other  applicable law, such provision of these by-laws shall not
be given any effect to the extent of such  inconsistency  but shall otherwise be
given full force and effect.

                                  ARTICLE VIII
                                  ------------

                                   AMENDMENTS
                                   ----------

         Except  as  otherwise  provided  in the  corporation's  certificate  of
incorporation,  these  by-laws may be  amended,  altered,  or  repealed  and new
by-laws adopted at any meeting of the board of directors by a majority vote. The
fact that the power to adopt,  amend,  alter,  or repeal  the  by-laws  has been
conferred upon the board of directors  shall not divest the  stockholders of the
same powers.





























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