AMENDED AND RESTATED BY-LAWS
                          OF MERRIMAC INDUSTRIES, INC.


            Section 1. LAW, CERTIFICATE OF INCORPORATION AND BY-LAWS

     1.1. These by-laws are subject to the certificate of  incorporation  of the
corporation.   In  these  by-laws,   references  to  law,  the   certificate  of
incorporation  and by-laws mean the law, the  provisions of the  certificate  of
incorporation and the by-laws as from time to time in effect.

                             Section 2. SHAREHOLDERS

     2.1.  Annual Meeting.  The annual meeting of shareholders  shall be held at
the  principal  office of the  Corporation,  or at such  other  place  within or
without the State of New Jersey, and at such time, as shall be determined by the
board of directors, on the last Thursday in April of each year, or on such other
day as the board of directors may  designate.  Such annual meeting shall be held
for the purpose of electing  directors,  and for the  transaction  of such other
business  as may be  required by law or these  by-laws or as may  properly  come
before the meeting.

     2.2. Special Meetings.  A special meeting of the shareholders may be called
at any time by the  president  or by a majority  of the board of  directors.  It
shall also be the duty of the president,  or in his absence,  the duty of a vice
president,  to call such  special  meetings  whenever so requested in writing by
shareholders  owning a majority of the shares of capital stock  entitled to vote
at  such  meeting.  At any  such  special  meeting  only  such  business  may be
transacted  which is related to the purpose or purposes  set forth in the notice
thereof.  Any such call shall state the place,  date,  hour, and purposes of the
meeting.

     2.3. Place of Meeting. All meetings of the shareholders for the election of
directors or for any other purpose shall be held at such place within or without
the State of New Jersey as may be  determined  from time to time by the board of
directors.  Any adjourned  session of any meeting of the  shareholders  shall be
held at the place designated in the vote of adjournment.

     2.4.  Notice of Meetings.  Except as  otherwise  provided by law, a written
notice of each meeting of shareholders  stating the place,  day and hour thereof
and, in the case of a special  meeting,  the  purposes  for which the meeting is
called,  shall be given not less than ten nor more than  sixty  days  before the
meeting, to each shareholder  entitled to vote thereat,  and to each shareholder
who,  by law,  by the  certificate  of  incorporation  or by these  by-laws,  is
entitled to notice, by leaving such notice with him or at his residence or usual
place of  business,  or by  depositing  it in the United  States  mail,  postage
prepaid,  and addressed to such  shareholder at his address as it appears in the
records  of the  corporation  (or at such  other  address  as  such  shareholder
requests in writing to the secretary of the corporation). If mailed, such notice
shall be deemed as given when  deposited in the United States mail in the manner
provided above. Such notice shall be given by the secretary, or by an officer or
person designated by the board of directors, or in the case of a special meeting
by the officer calling the meeting.  As to any adjourned  session of any meeting
of shareholders,  notice of the adjourned  meeting need not be given if the time
and place  thereof are  announced  at the meeting at which the  adjournment  was
taken  except  that if after the  adjournment  a new record  date is set for the
adjourned session,  notice of any such adjourned session of the meeting shall be
given  in  the  manner  heretofore  described.  No  notice  of  any  meeting  of
shareholders or any adjourned  session thereof need be given to a shareholder if
a written  waiver of  notice,  executed  before  or after  the  meeting  or such
adjourned session by such shareholder,  in person or by proxy, is filed with the
records of the meeting or if the shareholder  attends such meeting, in person or
by proxy,  without  objecting at the beginning of the meeting to the transaction
of any business because the meeting is not lawfully called or convened.  Neither
the  business  to be  transacted  at, nor the  purpose  of,  any  meeting of the
shareholders  or any adjourned  session thereof need be specified in any written
waiver of notice.

                                      -1-
<PAGE>
     2.5. Quorum of Shareholders. At any meeting of the shareholders a quorum as
to any matter  shall  consist of a majority of the votes  entitled to be cast on
the matter,  except where a larger quorum is required by law, by the certificate
of incorporation or by these by-laws.  Any meeting may be adjourned from time to
time by a majority of the votes properly cast upon the question,  whether or not
a quorum is  present.  If a quorum is present at an original  meeting,  a quorum
need not be present at an adjourned  session of that meeting.  Shares of its own
stock belonging to the corporation or to another  corporation,  if a majority of
the  shares  entitled  to vote  in the  election  of  directors  of  such  other
corporation is held, directly or indirectly,  by the corporation,  shall neither
be entitled to vote nor be counted for quorum purposes;  provided, however, that
the  foregoing  shall  not limit the  right of any  corporation  to vote  stock,
including but not limited to its own stock, held by it in a fiduciary capacity.

     2.6. Action by Vote.  When a quorum is present at any meeting,  a plurality
of the votes properly cast for election to any office shall elect to such office
and a  majority  of the votes  properly  cast upon any  question  other  than an
election to an office  shall decide the  question,  except when a larger vote is
required by law, by the  certificate of  incorporation  or by these by-laws.  No
ballot  shall be required  for any election  unless  requested by a  shareholder
present or represented at the meeting and entitled to vote in the election.

     2.7. Proxy  Representation.  Every shareholder may authorize another person
or persons  to act for him by proxy in all  matters  in which a  shareholder  is
entitled to participate,  whether by waiving notice of any meeting, objecting to
or voting or  participating  at a  meeting,  or  expressing  consent  or dissent
without a  meeting.  Every  proxy  must be signed by the  shareholder  or by his
attorney-in-fact. No proxy shall be voted or acted upon after eleven months from
its date unless such 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. The authorization of a proxy may but need
not be limited to specified action,  provided,  however,  that if a proxy limits
its  authorization  to a meeting or meetings of  shareholders,  unless otherwise
specifically provided such proxy shall entitle the holder thereof to vote at any
adjourned session but shall not be valid after the final adjournment thereof.

     2.8. Inspectors.  The directors or the person presiding at the meeting may,
but need not,  appoint one or more  inspectors  of election  and any  substitute
inspectors to act at the meeting or any  adjournment  thereof.  Each  inspector,
before  entering upon the  discharge of his duties,  shall take and sign an oath
faithfully  to execute  the duties of  inspector  at such  meeting  with  strict
impartiality and according to the best of his ability.  The inspectors,  if any,
shall  determine the number of shares of stock  outstanding and the voting power
of each,  the shares of stock  represented  at the meeting,  the  existence of a
quorum, the validity and effect of proxies,  and shall receive votes, ballots or
consents,  hear and determine all challenges and questions arising in connection
with the right to vote,  count and  tabulate  all votes,  ballots  or  consents,
determine the result,  and do such acts as are proper to conduct the election or
vote with fairness to all  shareholders.  On request of the person  presiding at
the meeting,  the  inspectors  shall make a report in writing of any  challenge,
question  or matter  determined  by them and execute a  certificate  of any fact
found by them.

     2.9. List of  Shareholders.  The secretary shall prepare and make, at least
ten  days  before  every  meeting  of  shareholders,  a  complete  list  of  the
shareholders  entitled to vote at such meeting,  arranged in alphabetical  order
and showing the address of each shareholder and the number of shares  registered
in his  name.  The  stock  ledger  shall  be the  only  evidence  as to who  are
shareholders  entitled to examine  such list or to vote in person or by proxy at
such meeting.

                                      -2-
<PAGE>

     2.10. Notice of Shareholder Business and Nominations.

     (a) Annual  Meetings  of  Shareholders.  (1)  Nominations  of  persons  for
election  to the Board of  Directors  of the  Corporation  and the  proposal  of
business to be considered by the  shareholders  may be made at an annual meeting
of shareholders (i) pursuant to the Corporation's notice of meeting,  (ii) by or
at the  direction of the Board of Directors or (iii) by any  shareholder  of the
Corporation  who was a  shareholder  of  record  at the time of giving of notice
provided  for in this  by-law,  who is  entitled  to vote at the meeting and who
complies with the notice procedures set forth in this by-law.

     (2) For  nominations  or other  business to be properly  brought  before an
annual meeting by a shareholder  pursuant to clause (iii) of paragraph (a)(1) of
this by-law, the shareholder must have given timely notice thereof in writing to
the Secretary of the  Corporation  and such other  business must  otherwise be a
proper matter for shareholder action. To be timely, a shareholder's notice shall
be  delivered  to  the  Secretary  at the  principal  executive  offices  of the
Corporation  not later than the close of  business  on the 60th day nor  earlier
than the close of business on the 90th day prior to the first anniversary of the
preceding year's annual meeting;  provided,  however, that in the event that the
date of the  annual  meeting  is more  than 30 days  before or more than 60 days
after such anniversary  date,  notice by the shareholder to be timely must be so
delivered  not earlier  than the close of business on the 90th day prior to such
annual meeting and not later than the close of business on the later of the 60th
day prior to such  annual  meeting  or the 10th day  following  the day on which
public  announcement  of  the  date  of  such  meeting  is  first  made  by  the
Corporation.  In no event shall the public  announcement of an adjournment of an
annual  meeting  commence a new time  period  for the giving of a  shareholder's
notice as described above. Such  shareholder's  notice shall set forth (i) as to
each person whom the shareholder proposes to nominate for election or reelection
as a director  all  information  relating  to such person that is required to be
disclosed in  solicitations  of proxies for election of directors in an election
contest, or is otherwise required, in each case pursuant to Regulation 14A under
the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"), and Rule
14a-11 thereunder (including such person's written consent to being named in the
proxy  statement as a nominee and to serving as a director if elected);  (ii) as
to any other business that the shareholder proposes to bring before the meeting,
a brief  description  of the business  desired to be brought before the meeting,
the  reasons for  conducting  such  business  at the  meeting  and any  material
interest in such business of such shareholder and the beneficial  owner, if any,
on whose behalf the proposal is made; and (iii) as to the shareholder giving the
notice and the  beneficial  owner,  if any, on whose  behalf the  nomination  or
proposal is made (x) the name and address of such shareholder, as they appear on
the  Corporation's  books,  and of such  beneficial  owner and (y) the class and
number of shares of the Corporation  which are owned  beneficially and of record
by such shareholder and such beneficial owner.

     (b) Special Meetings of Shareholders. Only such business shall be conducted
at a special  meeting  of  shareholders  as shall have been  brought  before the
meeting pursuant to the Corporation's notice of meeting.  Nominations of persons
for  election  to the Board of  Directors  may be made at a special  meeting  of
shareholders at which directors are to be elected pursuant to the  Corporation's
notice of meeting (i) by or at the  direction  of the Board of Directors or (ii)
provided  that the Board of Directors has  determined  that  directors  shall be
elected  at  such  meeting,  by  any  shareholder  of the  Corporation  who is a
shareholder  of record at the time of  giving  of  notice  provided  for in this
by-law,  who shall be entitled to vote at the meeting and who complies  with the
notice procedures set forth in this by-law. In the event the Corporation calls a
special  meeting  of  shareholders  for  the  purpose  of  electing  one or more
directors to the Board of Directors,  any such shareholder may nominate a person
or persons (as the case may be), for election to such  position(s)  as specified
in the Corporation's  notice of meeting, if the shareholder's notice required by
paragraph  (a)(2) of this by-law  shall be  delivered  to the  Secretary  at the
principal  executive  offices of the  Corporation  not earlier than the close of
business  on the 90th day prior to such  special  meeting and not later than the
close of business on the later of the 60th day prior to such special  meeting or
the 10th day following the day on which public announcement is first made of the
date of the  special  meeting  and of the  nominees  proposed  by the  Board  of
Directors  to  be  elected  at  such  meeting.  In no  event  shall  the  public
announcement of an adjournment of a special  meeting  commence a new time period
for the giving of a shareholder's notice as described above.

                                      -3-
<PAGE>

     (c) General. (1) Only such persons who are nominated in accordance with the
procedures  set forth in this by-law shall be eligible to serve as directors and
only such business shall be conducted at a meeting of shareholders as shall have
been brought  before the meeting in accordance  with the procedures set forth in
this  by-law.   Except  as  otherwise   provided  by  law,  the  Certificate  of
Incorporation or these by-laws, the Chairman of the meeting shall have the power
and duty to  determine  whether a  nomination  or any  business  proposed  to be
brought  before  the  meeting  was made or  proposed,  as the  case  may be,  in
accordance  with the  procedures  set forth in this by-law and, if any  proposed
nomination  or business is not in compliance  with this by-law,  to declare that
such defective proposal or nomination shall be disregarded.

     (2) For  purposes of this  by-law,  "public  announcement"  shall  include,
without limitation, disclosure in a press release reported by the Dow Jones News
Service,  Associated Press or comparable  national news service or in a document
publicly filed by the  Corporation  with the Securities and Exchange  Commission
pursuant to Section 13, 14 or 15(d) of the Exchange Act.

     (3) Notwithstanding the foregoing  provisions of this by-law, a shareholder
shall also comply with all applicable  requirements  of the Exchange Act and the
rules and  regulations  thereunder with respect to the matters set forth in this
by-law.  Nothing  in this  by-law  shall be  deemed  to  affect  any  rights  of
shareholders  to request  inclusion  of  proposals  in the  Corporation's  proxy
statement pursuant to Rule 14a-8 under the Exchange Act.

                          Section 3. BOARD OF DIRECTORS

     3.1. Number. The number of directors which shall constitute the whole board
shall be determined  by  resolution  adopted by a majority of the whole board of
directors,  provided  that  such  number  shall not be less  than  three.  Until
otherwise determined by such resolution, the Board of Directors shall consist of
five directors. The number of directors may be decreased to any number permitted
by the  foregoing  at any time by the  directors  by vote of a  majority  of the
directors  then in office,  provided  that no decrease  shall have the effect of
reducing the term of any director. Directors shall be at least eighteen years of
age but need not be shareholders.  

     3.2.  Tenure.  Except as otherwise  provided by law, by the  certificate of
incorporation  or by these  by-laws,  each director  shall hold office until the
next annual meeting and until his successor is elected and  qualified,  or until
he sooner dies, resigns, is removed or becomes disqualified.

     3.3. Powers.  The business and affairs of the corporation  shall be managed
under the  direction of the board of  directors  who shall have and may exercise
all the powers of the  corporation and do all such lawful acts and things as are
not by law,  the  certificate  of  incorporation  or these  by-laws  directed or
required to be exercised or done by the shareholders.

     3.4.  Vacancies.  Vacancies and any newly created  directorships  resulting
from any  increase  in the  number  of  directors  may be  filled by vote of the
shareholders  at a meeting  called  for the  purpose,  or by a  majority  of the
directors  then in office,  although less than a quorum,  or by a sole remaining
director. When one or more directors shall resign from the board, effective at a
future date, a majority of the  directors  then in office,  including  those who
have resigned,  shall have power to fill such vacancy or vacancies,  the vote or
action by writing  thereon to take effect when such  resignation or resignations
shall  become  effective.  The  directors  shall have and may exercise all their
powers  notwithstanding  the existence of one or more vacancies in their number,
subject to any  requirements of law or of the certificate of incorporation or of
these  by-laws as to the number of  directors  required  for a quorum or for any
vote or other actions.

                                      -4-
<PAGE>

     3.5.  Committees.  The board of directors may, by vote of a majority of the
entire board, (a) designate, change the membership of or terminate the existence
of any committee or  committees,  each  committee to consist of three or more of
the directors;  (b) designate one or more directors as alternate  members of any
such committee who may replace any absent or disqualified  member at any meeting
of the  committee;  and (c)  determine  the extent to which each such  committee
shall  have  and may  exercise  the  powers  of the  board of  directors  in the
management of the business and affairs of the  corporation,  including the power
to  authorize  the seal of the  corporation  to be affixed  to all papers  which
require it and the power and authority to declare  dividends or to authorize the
issuance  of  stock;  excepting,  however,  such  powers  which  by law,  by the
certificate of  incorporation  or by these by-laws they are  prohibited  from so
delegating.  In the absence or  disqualification of any member of such committee
and his alternate,  if any, the member or members thereof present at any meeting
and not  disqualified  from voting,  whether or not  constituting a quorum,  may
unanimously  appoint  another  member  of the board of  directors  to act at the
meeting  in the place of any such  absent  or  disqualified  member.  Committees
established by the board of directors may meet either  regularly at stated times
or specially on notice given  twenty-four hours in advance by any member thereof
by mail, telegram,  telephone or in person to all the other members thereof; but
no notice of any  regular  meeting  need be given;  and no notice of any special
meeting  need be given to members who shall be present or to absent  members who
shall waive notice in writing before or after such meeting.  Such committees may
make rules for the holding and conduct of their  meetings  and may appoint  such
sub-committees and assistants as they from time to time may deem necessary.  The
number of regular and alternate members present, if equal to at least a majority
of the regular members of a committee,  shall constitute a quorum and the action
of a majority  of those  present  at a meeting at which a quorum is present  and
acting shall be the act of a committee.

     3.6.  Regular  Meetings.  Regular meetings of the board of directors may be
held  without  call or notice at such places  within or without the State of New
Jersey and at such times as the board may from time to time determine,  provided
that notice of the first regular meeting following any such determination  shall
be given to absent  directors.  A regular  meeting of the  directors may be held
without  call or notice  immediately  after and at the same  place as the annual
meeting of shareholders.

     3.7.  Special  Meetings.  Special meetings of the board of directors may be
held at any time and at any place  within  or  without  the State of New  Jersey
designated  in the notice of the  meeting,  when  called by the  chairman of the
board,  the  president,  or by  one-third  or more in number  of the  directors,
reasonable  notice  thereof  being given to each director by the secretary or by
the chairman of the board, the president or any one of the directors calling the
meeting.

     3.8. Notice.  It shall be reasonable and sufficient notice to a director to
send  notice  by mail  at  least  forty-eight  hours  or by  telegram  at  least
twenty-four hours before the meeting addressed to him at his usual or last known
business or residence address or to give notice to him in person or by telephone
at least twenty-four  hours before the meeting.  Notice of a meeting 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.  Neither notice of a meeting nor a waiver of a notice
need specify the purposes of the meeting.

                                      -5-
<PAGE>

     3.9. Quorum. Except as may be otherwise provided by law, by the certificate
of incorporation or by these by-laws, at any meeting of the directors a majority
of the directors then in office shall constitute a quorum; a quorum shall not in
any case be less than  one-third of the total  number of directors  constituting
the whole board. Any meeting may be adjourned from time to time by a majority of
the votes cast upon the  question,  whether or not a quorum is present,  and the
meeting may be held as adjourned without further notice.

     3.10.  Action by Vote.  Except as may be otherwise  provided by law, by the
certificate of  incorporation  or by these by-laws,  when a quorum is present at
any meeting the vote of a majority of the directors  present shall be the act of
the board of directors.

     3.11.  Action  Without a Meeting.  Any action  required or  permitted to be
taken at any meeting of the board of  directors  or a  committee  thereof may be
taken without a meeting if all the members of the board or of such committee, as
the case may be,  consent  thereto in writing,  and such writing or writings are
filed with the records of the meetings of the board or of such  committee.  Such
consent  shall be treated  for all  purposes  as the act of the board or of such
committee, as the case may be.

     3.12.  Participation  in Meetings by Conference  Telephone.  Members of the
board of directors,  or any committee  designated by such board, may participate
in a meeting of such board or  committee  by means of  conference  telephone  or
similar communications  equipment by means of which all persons participating in
the  meeting can hear each other or by any other means  permitted  by law.  Such
participation shall constitute presence in person at such meeting.

     3.13.  Compensation.  In the  discretion  of the board of  directors,  each
director may be paid such fees for his  services as director  and be  reimbursed
for his  reasonable  expenses  incurred  in the  performance  of his  duties  as
director  as the board of  directors  from time to time may  determine.  Nothing
contained  in this section  shall be  construed  to preclude  any director  from
serving  the  corporation  in  any  other  capacity  and  receiving   reasonable
compensation therefor.

     3.14. Interested Directors and Officers.

     (a) No contract or transaction  between the corporation and one or more of
its directors or officers, or between the corporation and any other corporation,
partnership,  association,  or other  organization  in which  one or more of the
corporation's  directors  or  officers  are  directors  or  officers,  or have a
financial interest,  shall be void or voidable solely for this reason, or solely
because the director or officer is present at or  participates in the meeting of
the board or committee thereof which authorizes the contract or transaction,  or
solely  because his or their votes are counted for such  purpose,  if any one of
the following is true:

     (1) The  material facts as to his  relationship  or interest and as to the
contract or transaction  are disclosed or are known to the board of directors or
the committee,  and the board or committee in good faith authorizes the contract
or  transaction  by the  affirmative  votes of a majority  of the  disinterested
directors, even though the disinterested directors be less than a quorum; or

     (2) The  material  facts as to his  relationship  or interest and as to the
contract or transaction are disclosed or are known to the shareholders  entitled
to vote thereon,  and the contract or  transaction is  specifically  approved in
good faith by vote of the shareholders; or

     (3) The contract or  transaction  is fair as to the  corporation  as of the
time it is  authorized,  approved  or  ratified,  by the board of  directors,  a
committee thereof, or the shareholders.

     (b)  Common or  interested  directors  may be counted  in  determining  the
presence  of a quorum at a meeting of the board of  directors  or of a committee
which authorizes the contract or transaction.

                                      -6-
<PAGE>
                         Section 4. OFFICERS AND AGENTS

     4.1. Enumeration;  Qualification. The executive officers of the corporation
shall be a chairman, a president,  one or more vice presidents,  a treasurer,  a
secretary and such other  officers,  if any, as the board of directors from time
to time may in its discretion  elect or appoint.  The  corporation may also have
such  agents,  if any,  as the board of  directors  from time to time may in its
discretion  choose.  Any  officer  may  be  but  none  need  be  a  director  or
shareholder. Any two or more offices may be held by the same person, except that
the same person shall not serve both as President and Secretary. Any officer may
be required by the board of directors to secure the faithful  performance of his
duties to the  corporation  by giving bond in such  amount and with  sureties or
otherwise as the board of directors may determine.

     4.2. Powers. Subject to law, to the certificate of incorporation and to the
other  provisions of these by-laws,  each officer shall have, in addition to the
duties and  powers  herein set  forth,  such  duties and powers as are  commonly
incident  to his  office and such  additional  duties and powers as the board of
directors may from time to time designate.

     4.3.  Election.  The  officers  may be elected by the board of directors at
their first meeting  following the annual meeting of the  shareholders or at any
other time.  At any time or from time to time the  directors may delegate to any
officer their power to elect or appoint any other officer or any agents.

     4.4. Tenure.  Each officer shall hold office until the first meeting of the
board of directors  following the next annual  meeting of the  shareholders  and
until his respective  successor is chosen and qualified  unless a shorter period
shall have been  specified  by the terms of his election or  appointment,  or in
each case until he sooner  dies,  resigns,  is removed or becomes  disqualified.
Each agent shall retain his authority at the pleasure of the  directors,  or the
officer  by whom  he was  appointed  or by the  officer  who  then  holds  agent
appointive power.

     4.5. Chairman of the Board of Directors,  President and Vice President. The
chairman of the board  shall have such duties and powers as shall be  designated
from  time to time by the board of  directors.  Unless  the  board of  directors
otherwise  specifies,  the chairman of the board,  or if there is none the chief
executive officer,  shall preside, or designate the person who shall preside, at
all meetings of the shareholders and of the board of directors. Unless the board
of directors  otherwise  specifies,  the president  shall be the chief executive
officer  of the  corporation  and  shall  have  direct  charge  of all  business
operations  of the  corporation  and,  subject to the control of the  directors,
shall have general charge and supervision of the business of the corporation.

     The vice presidents,  one or more of whom may be designated  executive vice
president or senior vice  president,  shall have such duties and powers as shall
be set forth in these by-laws or as shall be designated from time to time by the
board of  directors or by the  president.  In the absence or inability to act of
the  president,  the duties of the  president and chairman of the board shall be
performed by the vice  presidents  in the order of priority  established  by the
board unless and until the board of directors shall otherwise direct.

     4.6. Treasurer and Assistant  Treasurers.  The treasurer shall be the chief
financial  officer  of the  corporation  and  shall be in charge of its books of
account,  accounting records and accounting procedures.  He shall be responsible
for the verification of all of the assets of the corporation and the preparation
of all tax returns and other financial  reports to governmental  agencies by the
corporation. He shall also have the care and custody of the funds and securities
of the  corporation,  sign checks,  drafts,  notes and orders for the payment of
money, pay out and dispose of the funds and securities of the corporation and in
general perform the duties  customary to the office of treasurer.  The treasurer
may have such  additional  duties and powers as may be  designated  from time to
time by the board of directors or the president.  He shall be responsible to and
shall  report to the  board of  directors  but in the  ordinary  conduct  of the
corporation's  business shall be under the  supervision of the president or such
other officer as the board of directors shall designate.

                                      -7-
<PAGE>

     Any  assistant  treasurers  shall  have such  duties and powers as shall be
designated  from time to time by the board of  directors,  the  president or the
treasurer.

     4.7. Secretary and Assistant Secretaries.  The secretary shall (a) keep the
minutes of the  meetings of the board of  directors,  the  shareholders  and any
committee  designated  by the  board of  directors;  (b) see  that all  required
notices  of  meetings  of  the  directors,  shareholders  and  members  of  such
committees are duly given in accordance  with the provisions of these by-laws or
as required by law;  and  (c) have  custody of the seal of the  corporation  and
affix and attest the same to all instruments  requiring the seal when authorized
by the board of  directors  or the  president.  He shall also have charge of the
corporate  records  and such  books and  papers as the  board of  directors  may
specify and shall  perform all other duties  incident to the office of secretary
or which may be assigned to him from time to time by the board of  directors  or
the president.  In the absence of the secretary  from any meeting,  an assistant
secretary,  or if there be none or he is absent, a temporary secretary chosen at
the meeting,  shall record the proceedings thereof.  Unless a transfer agent has
been  appointed  the  secretary  shall  keep or cause to be kept the  stock  and
transfer  records of the  corporation,  which shall contain the names and record
addresses of all shareholders and the number of shares registered in the name of
each shareholder. He shall have such other duties and powers as may from time to
time be  designated  by the board of directors or the  president.  Any assistant
secretaries  shall have such duties and powers as shall be designated  from time
to time by the board of directors, the president or the secretary.

     4.8.  Salaries.  The salaries of all officers shall be fixed or approved by
the board of  directors  and the fact that any  officer is a director  shall not
preclude him from receiving a salary as an officer.

                      Section 5. RESIGNATIONS AND REMOVALS

     5.1.  Any  director  or officer  may resign at any time by  delivering  his
resignation  in writing to the  chairman  of the board,  the  president,  or the
secretary or to a meeting of the board of directors.  Such resignation  shall be
effective upon receipt unless  specified to be effective at some other time, and
without  in  either  case  the  necessity  of  its  being  accepted  unless  the
resignation shall so state. A director  (including  persons elected by directors
to fill  vacancies  in the board) may be removed  from  office with cause by the
vote of the  holders of a  majority  of the shares  issued and  outstanding  and
entitled to vote in the election of directors. The board of directors may at any
time remove any officer either with or without cause. The board of directors may
at any time  terminate  or modify the  authority  of any agent.  No  director or
officer  resigning  and (except where a right to receive  compensation  shall be
expressly  provided in a duly authorized written agreement with the corporation)
no director or officer removed shall have any right to any  compensation as such
director or officer for any period following his resignation or removal,  or any
right to damages on account of such removal,  whether his compensation be by the
month or by the year or otherwise;  unless,  in the case of a  resignation,  the
directors,  or, in the case of removal, the body acting on the removal, shall in
their or its discretion provide for compensation.

                              Section 6. VACANCIES

     6.1. If the office of the  chairman,  the president or the treasurer or the
secretary  becomes  vacant,  the  directors  may elect a successor  by vote of a
majority of the  directors  then in office.  If the office of any other  officer
becomes  vacant,  any person or body  empowered to elect or appoint that officer
may choose a successor.  Each such successor shall hold office for the unexpired
term,  and in the case of the  chairman,  the  president,  the treasurer and the
secretary  until his  successor is chosen and qualified or in each case until he
sooner  dies,  resigns,  is removed or becomes  disqualified.  Any  vacancy of a
directorship shall be filled as specified in Section 3.4 of these by-laws.

                                      -8-
<PAGE>
                            Section 7. CAPITAL STOCK

     7.1.  Stock   Certificates.   Each  shareholder  shall  be  entitled  to  a
certificate  stating the number and the class and the designation of the series,
if any, of the shares held by him, in such form as shall,  in conformity to law,
the  certificate of  incorporation  and the by-laws,  be prescribed from time to
time by the board of directors. Such certificate shall be signed by the chairman
or vice chairman of the board,  if any, or the president or a vice president and
may be  countersigned  by the  treasurer  or an  assistant  treasurer  or by the
secretary  or an  assistant  secretary.  Any of or  all  the  signatures  on the
certificate may be a facsimile. In case an officer, transfer agent, or registrar
who has signed or whose facsimile  signature has been placed on such certificate
shall have ceased to be such officer,  transfer agent, or registrar  before such
certificate is issued,  it may be issued by the corporation with the same effect
as if he were such  officer,  transfer  agent,  or  registrar at the time of its
issue.

     7.2.  Loss  of  Certificates.  In the  case  of the  alleged  theft,  loss,
destruction or mutilation of a certificate of stock, a duplicate certificate may
be issued  in place  thereof,  upon  such  terms,  including  receipt  of a bond
sufficient to indemnify the corporation against any claim on account thereof, as
the board of directors may prescribe.

                     Section 8. TRANSFER OF SHARES OF STOCK

     8.1.  Transfer on Books.  Subject to the  restrictions,  if any,  stated or
noted on the stock certificate,  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  necessary  transfer
stamps  affixed,  and with such proof of the  authenticity  of  signature as the
board of directors  or the  transfer  agent of the  corporation  may  reasonably
require.  Except as maybe  otherwise  required  by law,  by the  certificate  of
incorporation  or by these by-laws,  the corporation  shall be entitled to treat
the record  holder of stock as shown on its books as the owner of such stock for
all purposes, including the payment of dividends and the right to receive notice
and to vote or to give any consent  with  respect  thereto and to be held liable
for such  calls  and  assessments,  if any,  as may  lawfully  be made  thereon,
regardless of any transfer,  pledge or other disposition of such stock until the
shares have been properly transferred on the books of the corporation.

     It shall be the duty of each  shareholder to notify the  corporation of his
post office address.

     8.2. Record Date and Closing  Transfer Books. In order that the corporation
may determine the  shareholders  entitled to notice of or to vote at any meeting
of shareholders or any adjournment  thereof,  or to express consent to corporate
action in  writing  without a meeting,  or  entitled  to receive  payment of any
dividend  or other  distribution  or  allotment  of any  rights,  or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful  action,  the board of directors may fix, in
advance,  a record  date,  which  shall not be more than sixty nor less than ten
days (or such  longer  period as may be required by law) before the date of such
meeting, nor more than sixty days prior to any other action.

     If no record date is fixed:

     (a) The record date for determining  shareholders  entitled to notice of or
to vote at a meeting of  shareholders  shall be at the close of  business on the
day next preceding the day on which notice is given, or, if notice is waived, at
the close of business on the day next  preceding the day on which the meeting is
held.

     (b) The  record  date for  determining  shareholders  entitled  to  express
consent to corporate  action in writing without a meeting,  when no prior action
by the  board of  directors  is  necessary,  shall be the day on which the first
written consent is expressed.

     (c) The record  date for  determining  shareholders  for any other  purpose
shall be at the close of  business  on the day on which  the board of  directors
adopts the resolution relating thereto.

     A determination  of shareholders of record entitled to notice of or to vote
at a meeting of  shareholders  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.

                                      -9-
<PAGE>

                            Section 9. CORPORATE SEAL

     9.1.  Subject to alteration by the directors,  the seal of the  corporation
shall  consist of a  flat-faced  circular die with the word "New Jersey" and the
name of the corporation cut or engraved thereon, together with such other words,
dates or images as may be approved from time to time by the directors.

                         Section 10. EXECUTION OF PAPERS

     10.1. Except as the board of directors may generally or in particular cases
authorize  the  execution  thereof in some  other  manner,  all  deeds,  leases,
transfers,  contracts,  bonds, notes, checks,  drafts or other obligations made,
accepted  or  endorsed  by the  corporation  shall be signed or endorsed in such
manner as shall be determined  by the  directors.  The funds of the  corporation
shall be deposited in such banks or trust  companies,  and checks drawn  against
such funds shall be signed in such manner as may be determined from time to time
by the directors.

                             Section 11. FISCAL YEAR

     11.1.  The fiscal year of the  corporation  shall be the 52-week or 53-week
period  beginning  on or about the 1st day of January and ending on the Saturday
closest to the 31st day of December, or such other period as may be fixed by the
board of directors.

                           Section 12. INDEMNIFICATION

     12.1.  Indemnification of Directors and Officers. The corporation shall, to
the fullest extent  permitted by applicable  law,  indemnify any person (and the
heirs,  executors and administrators  thereof) who was or is made, or threatened
to be made, a party to an action, suit or proceeding,  whether civil,  criminal,
administrative or investigative,  whether involving any actual or alleged breach
of duty,  neglect  or  error,  any  accountability,  or any  actual  or  alleged
misstatement,  misleading statement or other act or omission and whether brought
or  threatened in any court or  administrative  or  legislative  body or agency,
including an action by or in the right of the  corporation to procure a judgment
in its favor and an  action by or in the right of any other  corporation  of any
type or kind,  domestic or foreign,  or any partnership,  joint venture,  trust,
employee benefit plan or other enterprise,  which any director or officer of the
corporation  is  serving  or has served in any  capacity  at the  request of the
corporation,  by reason of the fact that he, his testator or intestate is or was
a director or officer of the corporation, or is serving or has served such other
corporation,  partnership,  joint venture, trust, employee benefit plan or other
enterprise  in  any  capacity,   against  judgments,   fines,  amounts  paid  in
settlement, and costs, charges and expenses, including attorneys' fees, incurred
therein or in any appeal thereof.

     12.2.  Indemnification  of Others.  The  Corporation  shall indemnify other
persons and reimburse the expenses thereof, to the extent required by applicable
law, and may indemnify any other person to whom the  Corporation is permitted to
provide  indemnification  or the  advancement of expenses,  whether  pursuant to
rights granted pursuant to, or provided by, the New Jersey Business  Corporation
Act or otherwise.

     12.3.  Advances or Reimbursement of Expenses.  The corporation  shall, from
time to time, reimburse or advance to any person referred to in Section 12.1 the
funds necessary for payment of expenses,  including attorneys' fees, incurred in
connection with any action, suit or proceeding referred to in Section 12.1, upon
receipt of a written  undertaking  by or on behalf of such  person to repay such
amount(s) if a judgment or other final  adjudication  adverse to the director or
officer  establishes  that his acts or omissions (i)  constitute a breach of his
duty of loyalty to the  corporation or its  shareholders,  (ii) were not in good
faith, (iii) involved a knowing violation of law, (iv) resulted in his receiving
an improper personal benefit, or (v) were otherwise of such a character that New
Jersey law would require that such amount(s) be repaid.

                                      -10-
<PAGE>
     12.4. Service of Certain Entities Deemed Requested. Any director or officer
of the corporation serving (i) another  corporation,  of which a majority of the
shares  entitled  to  vote  in the  election  of its  directors  is  held by the
corporation,  or  (ii)  any  employee  benefit  plan of the  corporation  or any
corporation  referred in clause (i), in any capacity shall be deemed to be doing
so at the request of the Corporation.

     12.5.  Interpretation.  Any person  entitled  to be  indemnified  or to the
reimbursement  or  advancement of expenses as a matter of right pursuant to this
Article  may  elect to have the  right to  indemnification  (or  advancement  of
expense) interpreted on the basis of the applicable law in effect at the time of
the  occurrence  of the  event or  events  giving  rise to the  action,  suit or
proceeding,  to the extent  permitted by applicable  law, or on the basis of the
applicable law in effect at the time indemnification is sought.

     12.6.  Indemnification  Right.  The  right  to be  indemnified  or  to  the
reimbursement  or  advancement  of expenses  pursuant  to this  Article (i) is a
contract right pursuant to which the person  entitled  thereto may bring suit as
if the provisions  hereof were set forth in a separate  written contract between
the corporation and the director or officer,  (ii) is intended to be retroactive
and shall be available  with respect to events  occurring  prior to the adoption
hereof,  (iii) shall continue to exist after any  elimination of or amendment to
this Article 12 hereof with respect to events occurring prior thereto,  and (iv)
and shall  not be  deemed  exclusive  of any  other  rights to which any  person
claiming indemnification hereunder may be entitled.

     12.7.  Indemnification  Claims.  If a request to be  indemnified or for the
reimbursement or advancement of expenses  pursuant hereto is not paid in full by
the  corporation  within  thirty days after a written claim has been received by
the corporation,  the claimant may at any time thereafter bring suit against the
corporation  to recover  the unpaid  amount of the claim and, if  successful  in
whole or in part, the claimant shall be entitled also to be paid the expenses of
prosecuting  such claim.  Neither the failure of the corporation  (including its
Board of Directors, independent legal counsel, or its shareholders) to have made
a determination prior to the commencement of such action that indemnification of
or  reimbursement  or  advancement  of expenses to the claimant is proper in the
circumstances,  nor an actual  determination  by the corporation  (including its
Board of Directors,  independent legal counsel,  or its  shareholders)  that the
claimant  is  not  entitled  to  indemnification  or  to  the  reimbursement  or
advancement  of  expenses,  shall  be a  defense  to  the  action  or  create  a
presumption that the claimant is not so entitled.

     12.8.  Insurance.  The corporation may maintain  insurance on behalf of any
person who is or was a director,  officer, employee or agent of the corporation,
whether or not the corporation  would have the power to provide  indemnification
to such person.

                             Section 13. AMENDMENTS

     13.1.  These  by-laws  may be  adopted,  amended or  repealed  by vote of a
majority of the stock  outstanding  at the time entitled to vote in the election
of  directors.  Provided  that notice of the proposed  alteration,  amendment or
repeal of these  by-laws  has been  stated in the  notice of the  meeting,  such
by-laws may also be adopted,  amended or repealed by the board of  directors  by
vote of a majority of the entire board of directors,  but any by-laws adopted by
the board of directors may be amended or repealed by the  shareholders  entitled
to vote thereon as herein  provided.  Any by-law,  whether  adopted,  amended or
repealed by the  shareholders or directors,  may be amended or reinstated by the
shareholders or the directors.

                                      -11-