Exhibit 3

                                                              As Amended through
                                                                  March 29, 2000



                         THERMO INSTRUMENT SYSTEMS INC.

                                     BY-LAWS

                                TABLE OF CONTENTS

Title                                                                    Page

Article I - General                                                       1
      Section 1.1.      Offices                                           1
      Section 1.2.      Seal                                              1
      Section 1.3.      Fiscal Year                                       1

Article II - Stockholders                                                 1
      Section 2.1.      Place of Meeting                                  1
      Section 2.2.      Annual Meeting                                    1
      Section 2.3.      Quorum                                            1
      Section 2.4.      Right to Vote; Proxies                            2
      Section 2.5.      Record Date                                       2
      Section 2.6.      Voting                                            2
      Section 2.7.      Notice of Annual Meetings                         2
      Section 2.8.      Stockholders' List                                2
      Section 2.9.      Special Meetings                                  2
      Section 2.10.     Notice of Special Meetings                        2
      Section 2.11.     Stockholders' Action by Consent                   3

Article III - Directors 3
      Section 3.1.      Number of Directors                               3
      Section 3.2.      Change in Number of Directors; Vacancies          3
      Section 3.3.      Resignation                                       4
      Section 3.4.      Removal                                           4
      Section 3.5.      Place of Meetings and Books                       4
      Section 3.6.      General Powers                                    4
      Section 3.7.      Executive Committee                               4
      Section 3.8.      Other Committees                                  4
      Section 3.9.      Power Denied to Committees                        4
      Section 3.10.     Substitute Committee Member                       5


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Title                                                                    Page
      Section 3.11.     Compensation of Directors                         5
      Section 3.12.     Notice of Meetings                                5
      Section 3.13.     Regular Meetings                                  5
      Section 3.14.     Special Meetings                                  5
      Section 3.15.     Quorum                                            5
      Section 3.16.     Telephonic Participation in Meetings              6
      Section 3.17.     Action by Consent                                 6

Article IV - Officers                                                     6
      Section 4.1.      Selection; Statutory Officers                     6
      Section 4.2.      Time of Election                                  6
      Section 4.3.      Additional Officers                               6
      Section 4.4.      Terms of Office                                   6
      Section 4.5.      Compensation of Officers                          6
      Section 4.6.      Chairman of the Board                             6
      Section 4.7.      President                                         7
      Section 4.8.      Vice-Presidents                                   7
      Section 4.9.      Treasurer                                         7
      Section 4.10.     Secretary                                         7
      Section 4.11.     Assistant Secretary                               8
      Section 4.12.     Assistant Treasurer                               8
      Section 4.13.     Subordinate Officers                              8

Article V - Stock                                                         8
      Section 5.1       Stock                                             8
      Section 5.2.      Transfers of Stock                                8
      Section 5.3.      Record Date                                       9
      Section 5.4.      Transfer Agent and Registrar                      9
      Section 5.5.      Dividends                                         9
                        1. Power to Declare                               9
                        2.Reserves                                        9
      Section 5.6.      Lost, Stolen or Destroyed Certificates            9
      Section 5.7.      Inspection of Books                               9

Article VI - Miscellaneous Management Provisions                          10
      Section 6.1.      Checks, Drafts and Notes                          10
      Section 6.2.      Notices                                           10
      Section 6.3.      Conflict of Interest                              10
      Section 6.4.      Voting of Securities Owned by this Corporation    11


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Title                                                                    Page
Article VII - Indemnification                                             11
      Section 7.1.      Power to Indemnify in Actions, Suits
                        or Proceedings other than those by or
                        in the Right of the Corporation                   11
      Section 7.2.      Power to Indemnify in Actions, Suits o
                        or Proceedings by or in the Right of the
                        Corporation                                       11
      Section 7.3.      Authorization of Indemnification                  12
      Section 7.4.      Good Faith Defined                                12
      Section 7.5.      Indemnification by a Court                        13
      Section 7.6.      Expenses Payable in Advance                       13
      Section 7.7.      Non-Exclusivity of Indemnification
                        and Advancement of Expenses                       13
      Section 7.8.      Insurance                                         13
      Section 7.9.      Meaning of "Corporation" for Purposes
                        of Article VII                                    13
      Section 7.10.     Survival of Indemnification and
                        Advancement of Expenses                           14
      Section 7.11.     Severability                                      14
      Section 7.12.     Intent of Article                                 14

Article VIII - Amendments                                                 14
      Section 8.1.      Amendments                                        14


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                         THERMO INSTRUMENT SYSTEMS INC.

                                     BY-LAWS


                               ARTICLE I - GENERAL

      Section  1.1.  Offices.  The  registered  office  shall  be in the City of
Wilmington,  County of New Castle,  State of Delaware.  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.

      Section 1.2. Seal. The seal of the corporation shall, upon issuance, be in
the  form  of a  circle  and  shall  have  inscribed  thereon  the  name  of the
corporation,  the  year of its  organization  and  the  words  "Corporate  Seal,
Delaware" and may reside at the corporate offices.

      Section 1.3. Fiscal Year. The fiscal year of the corporation shall be
the 52 or 53 weeks ending on the Saturday nearest December 31 in each year.


                            ARTICLE II- STOCKHOLDERS

      Section 2.1. Place of Meetings.  All meetings of the stockholders shall be
held at such place or places  within or without  the State of Delaware as may be
fixed from time to time by the Board of Directors.

      Section 2.2. Annual Meeting.  The annual meeting of the stockholders shall
be held each year on such  date and at such time as the Board of  Directors  may
determine.  At each annual meeting the stockholders entitled to vote shall elect
a Board of  Directors by plurality  vote by ballot,  and they may transact  such
other corporate  business as may properly be brought before the meeting.  At the
annual  meeting any  business  may be  transacted,  irrespective  of whether the
notice  calling such meeting shall have  contained a reference  thereto,  except
where  notice is required by law, the  certificate  of  incorporation,  or these
by-laws.

      Section 2.3. Quorum.  At all meetings of the stockholders the holders of a
majority of the stock  issued and  outstanding  and  entitled  to vote  thereat,
present in person or represented by proxy,  shall  constitute a quorum requisite
for the  transaction  of business  except as  otherwise  provided by law, by the
certificate of  incorporation  or by these by-laws.  If, however,  such majority
shall not be present or  represented  at any  meeting of the  stockholders,  the
stockholders  entitled  to vote  thereat,  present  in person or by proxy,  by a
majority vote, shall have power to adjourn the meeting from time to time without
notice other than  announcement  at the meeting  until the  requisite  amount of
voting stock shall be present.  If the  adjournment is for more than 30 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.  At such  adjourned  meeting,  at  which  the
requisite  amount of voting  stock shall be  represented,  any  business  may be
transacted  which  might have been  transacted  if the  meeting had been held as
originally called.


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      Section 2.4. Right to Vote, Proxies.  Each stockholder having the right to
vote at any  meeting  shall be entitled to one vote for each share of stock held
by him. Any stockholder entitled to vote at any meeting of stockholders may vote
either in person or by proxy,  but no proxy which is dated more than three years
prior to the  meeting  at which it is  offered  shall  confer  the right to vote
thereat  unless  the  proxy  provides  that it shall be  effective  for a longer
period. Every proxy shall be in writing, subscribed by a stockholder or his duly
authorized  attorney in fact, and dated, but need not be sealed,  witnessed,  or
acknowledged.

      Section  2.5.  Record  Date.  Except  where  the  transfer  books  of  the
corporation  shall  have been  closed,  or a date  shall  have been fixed as the
record  date  for the  determination  of its  stockholders  entitled  to vote as
provided  in Section 5.3 of these  by-laws,  no share of stock shall be voted at
any election for directors which shall have been transferred on the books of the
corporation within twenty (20) days next preceding said election of directors.

      Section 2.6. Voting. At all meetings of stockholders all questions, except
as otherwise expressly provided for by statute, the certificate of incorporation
or these  by-laws,  shall be determined  by a majority vote of the  stockholders
present in person or represented by proxy.  All elections  shall be decided by a
majority of the shares voting thereon.

      Section  2.7.  Notice of Annual  Meetings,  Written  notice of the  annual
meeting of the stockholders shall be mailed to each stockholder entitled to vote
thereat at such  address as appears  on the stock  books of the  corporation  at
least ten (10) days (and not more than sixty (60) days) prior to the meeting. It
shall  be the duty of every  stockholder  to  furnish  to the  Secretary  of the
corporation  or to the  transfer  agent,  if any, of the class of stock owned by
him, his  post-office  address and to notify said Secretary or transfer agent of
any change therein.

      Section  2.8.  Stockholders'  List.  A complete  list of the  stockholders
entitled to vote at any meeting of stockholders,  arranged in alphabetical order
and showing the address of each stockholder, and the number of shares registered
in the name of each  stockholder,  shall be prepared by the  Secretary and filed
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,  at least ten days before such  meeting,
and shall at all times during the usual hours for business, and during the whole
time of said  election,  be open to the  examination  of any  stockholder  for a
purpose germane to the meeting.

      Section 2.9.  Special  Meetings.  Special meetings of the stockholders for
any purpose or purposes,  unless otherwise provided by statute, may be called by
the Board of Directors,  the Chairman of the Board, if any, the President or any
Vice President.

      Section  2.10.  Notice of Special  Meetings.  Written  notice of a special
meeting of stockholders,  stating the time and place and object thereof shall be
mailed,  postage  prepaid,  not less than ten (10) nor more than sixty (60) days
before such  meeting,  to each  stockholder  entitled to vote  thereat,  at such
address  as  appears  on  the  books  of the  corporation.  No  business  may be
transacted  at such  meeting  except that  referred to in said  notice,  or in a
supplemental notice given also in compliance with the provisions hereof, or such
other business as may be germane or  supplementary to that stated in said notice
or notices.


<PAGE>


      Section  2.11.  Stockholders'  Action  by  Consent.  Whenever  the vote of
stockholders  at a meeting  thereof  is  required  or  permitted  to be taken in
connection  with any corporate  action by any  provisions  of the statutes,  the
certificate  of  incorporation,  or  these  by-laws,  the  meeting  and  vote of
stockholders  may be dispensed with, and any corporate  action upon which a vote
of  stockholders  is required or permitted may be taken with the written consent
of  stockholders  having not less than 50% of all of the stock  entitled to vote
upon the  action if a meeting  were  held;  provided  that in no case  shall the
written  consent be by holders  having less than the minimum  percentage  of the
total vote  required by statute for the proposed  corporate  action and provided
that prompt notice be given to all  stockholders of the taking of such corporate
action without a meeting and by less than unanimous consent.


                             ARTICLE III- DIRECTORS

      Section 3.1. Number of Directors. Except as otherwise provided by law, the
certificate of incorporation or these by-laws,  the property and business of the
corporation  shall be managed by or under the  direction  of a board of not less
than two nor more than  thirteen  directors.  Within the limits  specified,  the
number of directors  shall be determined by resolution of the Board of Directors
or  by  the   stockholders  at  the  annual  meeting.   Directors  need  not  be
stockholders.  The directors shall be elected by ballot at the annual meeting of
the stockholders and each director shall be elected to serve until his successor
shall be elected and shall qualify or until his earlier  resignation or removal;
provided  that in the  event of  failure  to hold such  meeting  or to hold such
election at such meeting,  such  election may be held at any special  meeting of
the stockholders  called for that purpose. If the office of any director becomes
vacant by reason of death,  resignation,  disqualification,  removal, failure to
elect, or otherwise, the remaining directors,  although less than a quorum, by a
majority  vote of such  remaining  directors may elect a successor or successors
who shall hold office for the unexpired term or until their earlier  resignation
or  removal.  Vacancies  and  newly  created  directorships  resulting  from any
increase in the  authorized  number of directors  may be filled by a majority of
the  directors  then  in  office,  although  less  than a  quorum,  or by a sole
remaining director, and the directors so chosen shall hold office until the next
annual  election and until their  successors  are elected and qualified or until
their earlier resignation or removal.

      Section 3.2. Change in Number of Directors;  Vacancies. The maximum number
of directors  may be increased  by an  amendment to these  by-laws  adopted by a
majority  vote of the Board of  Directors  or by a majority  vote of the capital
stock  having  voting  power,  and if the number of directors is so increased by
action of the Board of Directors or of the  stockholders or otherwise,  then the
additional  directors  may be elected in the manner  provided  in Section 3.1 of
these  by-laws for the filling of  vacancies in the Board of Directors or at the
annual meeting of  stockholders or at a special meeting called for that purpose.
In the event of a vacancy in the Board of Directors,  the  remaining  directors,
except as otherwise  provided by law or these bylaws, may exercise the powers of
the full board until the vacancy is filled.


<PAGE>


      Section 3.3  Resignation.  Any director of this  corporation may resign at
any time by giving  written  notice to the  Chairman of the Board,  if any,  the
President  or the  Secretary of the  corporation.  Such  resignation  shall take
effect  at the time  specified  therein,  at the time of  receipt  if no time is
specified  therein and at the time of  acceptance if the  effectiveness  of such
resignation is  conditioned  upon its  acceptance.  Unless  otherwise  specified
therein,  the acceptance of such  resignation  shall not be necessary to make it
effective.

      Section 3.4. Removal. Any director or the entire Board of Directors may
be removed with or without cause, by the holders of a majority of the shares
then entitled to vote at an election of directors.

      Section 3.5. Place of Meetings and Books.  The Board of Directors may hold
their  meetings  and keep the  books of the  corporation  outside  the  State of
Delaware, at such places as they may from time to time determine.

      Section  3.6.  General  Powers.  In addition  to the powers and  authority
expressly conferred upon them by these by-laws,  the board may exercise all such
powers of the  corporation  and do all such lawful acts and things as are not by
statute or by the certificate of  incorporation  or by these by-laws directed or
required to be exercised or done by the stockholders.

      Section 3.7. Executive  Committee.  There may be an executive committee of
one or more directors designated by resolution passed by a majority of the whole
board.  The act of a majority of the members of such committee  shall be the act
of the committee. Said committee may meet at stated times or on notice to all by
any of their own number,  and shall have and may  exercise  those  powers of the
Board of Directors in the  management of the business  affairs of the Company as
are provided by law and may authorize the seal of the  corporation to be affixed
to all papers which may require it. Vacancies in the membership of the committee
shall be filled by the Board of Directors  at a regular  meeting or at a special
meeting called for that purpose.

      Section 3.8. Other  Committees.  The Board of Directors may also designate
one or more committees in addition to the executive committee,  by resolution or
resolutions  passed  by a  majority  of  the  whole  board;  such  committee  or
committees shall consist of one or more directors of the corporation, and to the
extent provided in the resolution or resolutions  designating  them,  shall have
and may exercise  specific powers of the Board of Directors in the management of
the business and affairs of the  corporation to the extent  permitted by statute
and shall have power to authorize the seal of the  corporation  to be affixed to
all papers which may require it. Such  committee or  committees  shall have such
name or names as may be determined  from time to time by  resolution  adopted by
the Board of Directors.

      Section  3.9.  Powers  Denied to  Committees.  Committees  of the Board of
Directors  shall not,  in any event,  have any power or  authority  to amend the
certificate  of  incorporation,  adopt an agreement of merger or  consolidation,
recommend  to  the   stockholders   the  sale,  lease  or  exchange  of  all  or
substantially  all of the  corporation's  property and assets,  recommend to the
stockholders a dissolution  of the  corporation or a revocation or a dissolution
or to amend the bylaws of the corporation.  Further,  committees of the Board of
Directors  shall not have any power or  authority  to declare a  dividend  or to
authorize the issuance of stock.


<PAGE>


      Section  3.10.  Substitute  Committee  Member.  In the  absence  or on the
disqualification  of a member of a  committee,  the  member or  members  thereof
present at any meeting and not  disqualified  from voting,  whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors  to act at the  meeting  in the place of such  absent or  disqualified
member.  Any committee  shall keep regular minutes of its proceedings and report
the same to the board as may be required by the board.

      Section 3.11. Compensation of Directors. The Board of Directors shall have
the power to fix the  compensation of directors and members of committees of the
Board.  The directors may be paid their expenses,  if any, of attendance at each
meeting of the Board of Directors  and/or a stated  salary as director.  No such
payment shall  preclude any director from serving the  corporation  in any other
capacity and  receiving  compensation  therefor.  Members of special or standing
committees may be allowed like compensation for attending committee meetings.

      Section 3.12. Notice of Meetings. The newly elected board may meet at such
place and time as shall be fixed and announced by the Chairman of the Board, the
President or Secretary,  for the purpose of  organization  or otherwise,  and no
further notice of such meeting shall be necessary to the newly elected directors
in order legally to constitute the meeting,  provided a quorum shall be present,
or they may meet at such place and time as shall be stated in a notice  given to
such directors either personally or by telephone,  telecopy,  cable,  commercial
delivery service,  telex, telegram or similar means twenty-four (24) hours prior
to such  meeting,  or as shall be fixed by the  consent  in  writing  of all the
directors.

      Section 3.13. Regular Meetings. Regular meetings of the board may be
held without notice at such time and place as shall from time to time be
determined by the board.

      Section  3.14.  Special  Meetings.  Special  meetings  of the board may be
called by the Chairman of the Board,  if any, the  President  or  Secretary,  on
twenty-four  (24)  hours'  notice  to each  director,  either  personally  or by
telephone,  telecopy,  cable,  commercial delivery service,  telex, telegram, or
similar means to his business or home address;  special meetings shall be called
by the  Secretary in like manner and on like notice,  on the written  request of
two directors.

      Section  3.15.  Quorum.  At all  meetings  of the  Board of  Directors,  a
majority of the total number of directors  shall be necessary and  sufficient to
constitute a quorum for the  transaction of business,  and the act of a majority
of the directors  present at any meeting at which there is a quorum shall be the
act of the Board of Directors, except as may be otherwise specifically permitted
or provided by statute,  or by the  certificate  of  incorporation,  or by these
by-laws.  If at any  meeting  of the  board  there  shall be less  than a quorum
present,  a majority of those  present may adjourn the meeting from time to time
until a quorum is obtained,  and no further  notice  thereof need be given other
than by announcement at said meeting which shall be so adjourned.

      Section 3.16. Telephonic  Participation in Meetings.  Members of the Board
of Directors or any  committee  designated  by such board may  participate  in a
meeting of the 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,  and  participation  in a meeting  pursuant to this
section shall  constitute  presence in person at such  meeting.  Notwithstanding
anything to the contrary in these by-laws,  meetings of the board or a committee
by means of  conference  telephone or similar  communications  equipment  may be
called by the Chairman of the Board,  if any, the  President or Secretary on one
(1) hours'  notice to each  director  delivered  by  telephone  to his  business
address.


<PAGE>


      Section  3.17.  Action by  Consent.  Unless  otherwise  restricted  by the
certificate of incorporation or these by-laws,  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 written  consent  thereto is signed by all
members of the board or of such  committee  as the case may be and such  written
consent is filed with the minutes of proceedings of the board or committee.


                              ARTICLE IV - OFFICERS

      Section  4.1.  Selection;   Statutory   Officers.   The  officers  of  the
corporation  shall  be  chosen  by the  Board  of  Directors.  There  shall be a
President, a Secretary and a Treasurer, and there may be a Chairman of the Board
of Directors,  one or more Vice Presidents,  one or more Assistant  Secretaries,
and one or more Assistant  Treasurers,  as the Board of Directors may elect. The
office of President and Secretary shall not be held by the same person.

      Section 4.2. Time of Election. The officers above named shall be chosen by
the Board of  Directors  at its first  meeting  after  each  annual  meeting  of
stockholders. None of said officers need be a director.

      Section  4.3.  Additional  Officers.  The board  may  appoint  such  other
officers and agents as it shall deem necessary, who shall hold their offices for
such terms and shall  exercise  such powers and perform  such duties as shall be
determined from time to time by the board.

      Section 4.4. Terms of Office.  Each officer of the corporation  shall hold
office  until  his  successor  is chosen  and  qualified,  or until his  earlier
resignation  or  removal.  Any  officer  elected  or  appointed  by the Board of
Directors may be removed at any time by the Board of Directors.

      Section 4.5.  Compensation of Officers.  The Board of Directors shall have
power  to fix  the  compensation  of all  officers  of the  corporation.  It may
authorize any officer,  upon whom the power of appointing  subordinate  officers
may have been conferred, to fix the compensation of such subordinate officers.

      Section 4.6. Chairman of the Board. The Chairman of the Board of Directors
shall preside at all meetings of the stockholders and directors,  and shall have
such other  duties as may be  assigned  to him from time to time by the Board of
Directors.


<PAGE>


      Section  4.7.   President.   Unless  the  Board  of  Directors   otherwise
determines,  the President shall be the chief executive  officer and head of the
corporation.  Unless  there is a Chairman  of the  Board,  the  President  shall
preside at all meetings of directors and stockholders.  Under the supervision of
the Board of Directors and of the executive committee,  the President shall have
the  general  control and  management  of its  business  and  affairs,  subject,
however,  to the right of the Board of Directors and of the executive  committee
to confer any  specific  power,  except  such as may be by  statute  exclusively
conferred  on  the  President,  upon  any  other  officer  or  officers  of  the
corporation.  The President shall perform and do all acts and things incident to
the position of  President  and such other duties as may be assigned to him from
time to time by the Board of Directors or the executive committee.

      Section 4.8. Vice  Presidents.  The Vice Presidents  shall perform such of
the duties of the President on behalf of the  corporation as may be respectively
assigned to them from time to time by the Board of Directors or by the executive
committee or by the President. The Board of Directors or the executive committee
may designate one of the Vice Presidents as the Executive Vice President, and in
the absence or inability of the President to act, such  Executive Vice President
shall have and possess all of the powers and  discharge all of the duties of the
President, subject to the control of the board and of the executive committee.

      Section 4.9.  Treasurer.  The Treasurer shall have the care and custody of
all the funds and securities of the corporation which may come into his hands as
Treasurer,  and the power and  authority  to  endorse  checks,  drafts and other
instruments for the payment of money for deposit or collection when necessary or
proper and to deposit the same to the credit of the  corporation in such bank or
banks or depository as the Board of Directors or the executive committee, or the
officers or agents to whom the Board of Directors or the executive committee may
delegate  such  authority,  may  designate,  and he may endorse  all  commercial
documents  requiring  endorsements for or on behalf of the  corporation.  He may
sign all receipts and vouchers  for the  payments  made to the  corporation.  He
shall render an account of his  transactions to the Board of Directors or to the
executive  committee as often as the board or the  committee  shall  require the
same.  He shall enter  regularly in the books to be kept by him for that purpose
full and adequate  account of all moneys  received and paid by him on account of
the  corporation.  He  shall  perform  all  acts  incident  to the  position  of
Treasurer, subject to the control of the Board of Directors and of the executive
committee.  He shall when requested,  pursuant to vote of the Board of Directors
or the executive committee,  give a bond to the corporation  conditioned for the
faithful  performance of his duties, the expense of which bond shall be borne by
the corporation.

      Section  4.10.  Secretary.  The  Secretary  shall keep the  minutes of all
meetings of the Board of Directors and of the  stockholders;  he shall attend to
the giving and serving of all notices of the  corporation.  Except as  otherwise
ordered by the Board of Directors or the  executive  committee,  he shall attest
the seal of the corporation  upon all contracts and  instruments  executed under
such  seal and  shall  affix  the  seal of the  corporation  thereto  and to all
certificates  of shares of the Capital Stock.  He shall have charge of the stock
certificate  book,  transfer  book and stock  ledger,  and such other  books and
papers as the Board of  Directors  or the  executive  committee  may direct.  He
shall, in general,  perform all the duties of Secretary,  subject to the control
of the Board of Directors and of the executive committee.


<PAGE>


      Section 4.11.  Assistant  Secretary.  The Board of Directors or any two of
the officers of the corporation acting jointly may appoint or remove one or more
Assistant  Secretaries  of the  corporation.  Any Assistant  Secretary  upon his
appointment  shall  perform such duties of the  Secretary,  and also any and all
such other  duties as the  executive  committee or the Board of Directors or the
President or the Executive  Vice President or the Treasurer or the Secretary may
designate.

      Section 4,12.  Assistant  Treasurer.  The Board of Directors or any two of
the officers of the corporation acting jointly may appoint or remove one or more
Assistant  Treasurers  of the  corporation.  Any  Assistant  Treasurer  upon his
appointment shall perform such of the duties of the Treasurer,  and also any and
all such other  duties as the  executive  committee or the Board of Directors or
the President or the Executive  Vice President or the Treasurer or the Secretary
may designate.

      Section 4.13. Subordinate Officers. The Board of Directors may select such
subordinate  officers as it may deem  desirable.  Each such  officer  shall hold
office for such  period,  have such  authority,  and perform  such duties as the
Board of Directors may prescribe. The Board of Directors may, from time to time,
authorize  any  officer  to  appoint  and  remove  subordinate  officers  and to
prescribe the powers and duties thereof.


                                ARTICLE V - STOCK

      Section 5.1. Stock. Each stockholder shall be entitled to a certificate or
certificates  of stock of the corporation in such form as the Board of Directors
may from time to time  prescribe.  The  certificates of stock of the corporation
shall be numbered and shall be entered in the books of the  corporation  as they
are issued.  They shall certify the holder's name and number and class of shares
and shall be signed by both of (a) either the President or a Vice President, and
(b) any one of the  Treasurer or an Assistant  Treasurer or the  Secretary or an
Assistant  Secretary,  and  shall  be  sealed  with  the  corporate  seal of the
corporation.  If such certificate is countersigned (1) by a transfer agent other
than the  corporation  or its  employee,  or, (2) by a registrar  other than the
corporation  or its employee,  the signature of the officers of the  corporation
and the corporate  seal may be  facsimiles.  In case any officer or officers who
shall have signed,  or whose facsimile  signature or signatures  shall have been
used on, any such certificate or certificates  shall cease to be such officer or
officers of the corporation, whether because of death, resignation or otherwise,
before  such  certificate  or  certificates  shall  have been  delivered  by the
corporation, such certificate or certificates may nevertheless be adopted by the
corporation  and be issued and  delivered  as though  the person or persons  who
signed such certificate or certificates or whose facsimile  signature shall have
been  used  thereon  had  not  ceased  to be such  officer  or  officers  of the
corporation.

      Section 5.2. Transfers of Stock. Subject to any transfer restrictions then
in force, the shares of stock of the corporation shall be transferable only upon
its books by the holders thereof in person or by their duly authorized attorneys
or legal  representatives  and upon such transfer the old certificates  shall be
surrendered to the  corporation by the delivery  thereof to the person in charge
of the stock and  transfer  books and  ledgers  or to such  other  person as the
directors  may  designate  by whom they shall be canceled  and new  certificates
shall thereupon be issued. The corporation shall be entitled to treat the holder
of record of any share or  shares  of stock as the  holder in fact  thereof  and
accordingly  shall not be bound to recognize  any equitable or other claim to or
interest in such share on the part of any other  person  whether or not it shall
have express or other notice  thereof save as expressly  provided by the laws of
Delaware.


<PAGE>


      Section 5.3.  Record Date.  The Board of Directors  shall fix in advance a
date,  not  exceeding  sixty  (60) days  preceding  the date of any  meeting  of
stockholders  or the date for the  payment of any  dividend  or the date for the
allotment  of rights or the date when any change or  conversion  or  exchange of
capital stock is to occur,  and in such case only such  stockholders as shall be
stockholders of record on the date so fixed shall be entitled to such notice of;
and to vote at, such  meeting,  or to receive  payment of such  dividend,  or to
receive such  allotment of rights,  or to exercise such rights,  as the case may
be,  notwithstanding  any transfer of any stock on the books of the  corporation
after any such record date fixed as aforesaid.

      Section 5.4.  Transfer  Agent and  Registrar.  The Board of Directors  may
appoint  one or  more  transfer  agents  or  transfer  clerks  and  one or  more
registrars  and may require all  certificates  of stock to bear the signature or
signatures of any of them.

      Section 5.5. Dividends.

      1. Power to Declare.  Dividends upon the capital stock of the corporation,
subject to the provisions of the  certificate of  incorporation,  if any, 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  and the
laws of Delaware.

      2. Reserves. Before payment of any dividend, there may be set aside out of
any funds of the  corporation  available for  dividends  such sum or sums as the
directors  from time to time, in their  absolute  discretion,  think proper as a
reserve or reserves to meet contingencies,  or for equalizing dividends,  or for
repairing  or  maintaining  any property of the  corporation,  or for such other
purpose  as  the  directors  shall  think  conducive  to  the  interest  of  the
corporation,  and the  directors  may modify or abolish any such  reserve in the
manner in which it was created.

      Section 5.6. Lost, Stolen or Destroyed  Certificates.  No certificates for
shares of stock of the  corporation  shall be issued in place of any certificate
alleged to have been lost,  stolen or destroyed,  except upon production of such
evidence  of the loss,  theft or  destruction  and upon  indemnification  of the
corporation  and its agents to such  extent  and in such  manner as the Board of
Directors may from time to time prescribe.

      Section 5.7. Inspection of Books. The stockholders of the corporation,  by
a majority  vote at any  meeting of  stockholders  duly  called,  or in case the
stockholders  shall fail to act,  the Board of  Directors  shall have power from
time to time to  determine  whether and to what extent and what times and places
and under what conditions and  regulations  and books of the corporation  (other
than  the  stock  ledger)  or any of  them,  shall  be  open  to  inspection  of
stockholders;  and no stockholder shall have any right to inspect any account or
book or  document  of the  corporation  except as  conferred  by the  statute or
authorized by the Board of Directors or by a resolution of the stockholders.



<PAGE>



               ARTICLE VI- MISCELLANEOUS MANAGEMENT PROVISIONS

      Section 6.1. Checks. Drafts and Notes. All checks, drafts or orders for
the payment of money, and all notes and acceptances of the corporation shall
be signed by such officer or officers, agent or agents as the Board of
Directors may designate.

      Section 6.2. Notices.

      1. Unless otherwise  specified in these by-laws,  notices to directors and
stockholders  shall be in  writing  and  delivered  personally  or mailed to the
directors  or  stockholders  at their  addresses  appearing  on the books of the
corporation.  Notice  by mail  shall be  deemed to be given at the time when the
same  shall be  mailed.  Notice  to  directors  may also be given by  telephone,
telecopy, cable, commercial delivery service, telex, telegram or similar means.

      2. Whenever any notice is required to be given under the provisions of the
statutes or of the certificate of  incorporation  or of these bylaws,  a written
waiver of  notice,  signed by the  person or persons  entitled  to said  notice,
whether before or after the time stated therein,  shall be deemed  equivalent to
notice. Attendance of a person at a meeting, or, in the case of a meeting of the
Board of Directors,  participation in a meeting by means of conference telephone
or similar communications equipment, shall constitute a waiver of notice of such
meeting except when the person attends,  or  participates  in, a meeting 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 6.3. Conflict of Interest.  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 its 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 of Directors or committee thereof which
authorizes the contract or transaction, or solely because his or their votes are
counted  for  such  purpose  if (i)  the  material  facts  as to  his  or  their
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 of Directors
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 (ii) the material facts as to
his or their  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 (iii) 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.  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.


<PAGE>


      Section  6.4.  Voting of  Securities  Owned by this  Corporation.  Subject
always to the specific  directions of the Board of Directors,  (a) any shares or
other securities issued by any other corporation and owned or controlled by this
corporation  may be voted in person at any meeting of  security  holders of such
other  corporation by the President of this corporation if he is present at such
meeting, or in his absence by the Treasurer of this corporation if he is present
at such  meeting,  and (b)  whenever,  in the judgment of the  President,  it is
desirable for this  corporation to execute a proxy or written consent in respect
to any shares or other securities  issued by any other  corporation and owned by
this  corporation,  such proxy or consent  shall be executed in the name of this
corporation by the President,  without the necessity of any authorization by the
Board  of  Directors,  affixation  of  corporate  seal  or  countersignature  or
attestation  by another  officer,  provided  that if the  President is unable to
execute  such proxy or consent by reason of  sickness,  absence  from the United
States or other similar cause,  the Treasurer may execute such proxy or consent.
Any person or persons  designated  in the  manner  above  stated as the proxy or
proxies of this corporation  shall have full right,  power and authority to vote
the shares or other  securities  issued by such other  corporation  and owned by
this  corporation the same as such shares or other  securities might be voted by
this corporation.


                          ARTICLE VII- INDEMNIFICATION

      Section 7.1.  Power to Indemnify in Actions,  Suits or  Proceedings  other
than those by or in the Right of the  Corporation.  Subject to Section 3 of this
Article VII, 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  he  is or  was  a  director,  officer,  employee  or  agent  of  the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or proceeding,  had no reasonable cause to believe his conduct was unlawful. 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  he  reasonably  believed  to be in or not  opposed  to  the  best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

      Section 7.2. Power to Indemnify in Actions,  Suits or Proceedings by or in
the Right of the  Corporation.  Subject to Section 3 of this  Article  VII,  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  he  is or  was  a  director,  officer,  employee  or  agent  of  the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise against expenses (including attorneys' fees)
actually  and  reasonably  incurred  by him in  connection  with the  defense or
settlement  of such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation;  except  that no  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 of
Chancery or the court in which such action or suit 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 the Court of  Chancery  or such other court
shall deem proper.


<PAGE>


      Section 7.3.  Authorization of Indemnification.  Any indemnification under
this Article VII (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  director,  officer,  employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
Section  1 or  Section  2 of  this  Article  VII,  as  the  case  may  be.  Such
determination  shall be made (i) by the Board of Directors by a majority vote of
a quorum  consisting of directors  who were not parties to such action,  suit or
proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested  directors so directs, by independent legal counsel in a
written opinion, or (iii) by the stockholders.  To the extent,  however,  that a
director,  officer,  employee or agent of the corporation has been successful on
the merits or otherwise in defense of any action,  suit or proceeding  described
above,  or in  defense  of any  claim,  issue  or  matter  therein,  he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith,  without the necessity of authorization
in the specific case.

      Section 7.4. Good Faith Defined.  For purposes of any determination  under
Section 3 of this  Article  VII, a person  shall be deemed to have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests  of the  corporation,  or,  with  respect  to any  criminal  action or
proceeding, to have had no reasonable cause to believe his conduct was unlawful,
if his action is based on the records or books of account of the  corporation or
another  enterprise,  or on  information  supplied to him by the officers of the
corporation  or  another  enterprise  in the course of their  duties,  or on the
advice  of  legal  counsel  for the  corporation  or  another  enterprise  or on
information  or records  given or  reports  made to the  corporation  or another
enterprise by an independent  certified public  accountant or by an appraiser or
other  expert  selected  with  reasonable  care by the  corporation  or  another
enterprise.  The term "another  enterprise" as used in this Section 4 shall mean
any  other  corporation  or any  partnership,  joint  venture,  trust  or  other
enterprise  of  which  such  person  is or was  serving  at the  request  of the
corporation as a director,  officer,  employee or agent.  The provisions of this
Section  4 shall  not be  deemed  to be  exclusive  or to  limit  in any way the
circumstances  in  which a  person  may be  deemed  to have  met the  applicable
standard  of conduct set forth in  Sections 1 or 2 of this  Article  VII, as the
case may be.

      Section  7.5.  Indemnification  by a Court.  Notwithstanding  any contrary
determination  in the  specific  case under  Section 3 of this  Article VII, and
notwithstanding  the  absence of any  determination  thereunder,  any  director,
officer,  employee or agent may apply to any court of competent  jurisdiction in
the State of Delaware for  indemnification  to the extent otherwise  permissible
under Sections 1 and 2 of this Article VII. The basis of such indemnification by
a court  shall be a  determination  by such  court that  indemnification  of the
director,  officer,  employee or agent is proper in the circumstances because he
has met the applicable standards of conduct set forth in Sections 1 or 2 of this
Article VII, as the case may be. Notice of any application  for  indemnification
pursuant to this Section 5 shall be given to the  corporation  promptly upon the
filing of such application.


<PAGE>


      Section 7.6.  Expenses Payable in Advance.  Expenses incurred in defending
or investigating a threatened or pending action,  suit or proceeding may be paid
by the corporation in advance of the final  disposition of such action,  suit or
proceeding  as  authorized  by the Board of Directors in the specific  case upon
receipt of an undertaking by or on behalf of the director,  officer, employee or
agent to repay such amount unless it shall  ultimately be determined  that he is
entitled to be indemnified by the corporation as authorized in this Article VII.

      Section  7.7.   Non-Exclusivity  of  Indemnification  and  Advancement  of
Expenses. The indemnification and advancement of expenses provided by or granted
pursuant to this  Article VII shall not be deemed  exclusive of any other rights
to which  those  seeking  indemnification  or  advancement  of  expenses  may be
entitled  under  any  By-Law,  agreement,  contract,  vote  of  stockholders  or
disinterested directors or pursuant to the direction (howsoever embodied) of any
court of competent jurisdiction or otherwise,  both as to action in his official
capacity and as to action in another  capacity  while  holding  such office,  it
being  the  policy  of the  corporation  that  indemnification  of  the  persons
specified  in Sections 1 and 2 of this  Article VII shall be made to the fullest
extent  permitted by law. The provisions of this Article VII shall not be deemed
to preclude the indemnification of any person who is not specified in Sections 1
or 2 of this Article VII but whom the corporation has the power or obligation to
indemnify  under the provisions of the General  Corporation  Law of the State of
Delaware, or otherwise.

      Section  7.8.  Insurance.   The  corporation  may  purchase  and  maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the  corporation or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture,  trust or other enterprise against any liability asserted against
him and  incurred by him in any such  capacity,  or arising out of his status as
such,  whether or not the corporation  would have the power or the obligation to
indemnify him against such liability under the provisions of this Article VII.

      Section  7.9.  Meaning of  "Corporation"  for Purposes of Article VII. For
purposes of this Article VII,  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,  and 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, employee or agent of another corporation,  partnership,
joint venture, trust or other enterprise, shall stand in the same position under
the  provisions  of this Article VII with respect to the  resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.


<PAGE>


      Section 7.10. Survival of Indemnification and Advancement of Expenses. The
indemnification and advancement of expenses provided by, or granted pursuant to,
this Section  shall,  unless  otherwise  provided  when  authorized or ratified,
continue  as to a person who has ceased to be a director,  officer,  employee or
agent and shall inure to the benefit of the heirs,  executors and administrators
of such a person.

      Section  7.11.  Severabilitv.  If any word,  clause or  provision  of this
Article VII or any award made hereunder shall for any reason be determined to be
invalid, the provisions hereof shall not otherwise be affected thereby but shall
remain in full force and effect.

      Section  7.12.  Intent of  Article.  The intent of this  Article VII is to
provide for  indemnification  to the fullest extent permitted by applicable law,
including Section 145 of the General Corporation Law of Delaware.  To the extent
that such Section or any successor  Section may be amended or supplemented  from
time to time, this Article VII shall be amended  automatically  and construed so
as to permit  indemnification  to the fullest extent from time to lime permitted
by law.


                            ARTICLE VIII- AMENDMENTS

      Section 8.1.  Amendments.  The by-laws of the  corporation may be altered,
amended or repealed at any meeting of the Board of Directors upon notice thereof
in accordance with these by-laws,  or at any meeting of the  stockholders by the
vote of the holders of the  majority  of the stock  issued and  outstanding  and
entitled to vote at such  meeting,  in  accordance  with the  provisions  of the
certificate of incorporation and of the laws of Delaware.