EXHIBIT 3 (ii) 1






                                   BY-LAWS

                            CH ENERGY GROUP, INC.

                            POUGHKEEPSIE, NEW YORK



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                                   BY-LAWS

                            CH ENERGY GROUP, INC.

                            POUGHKEEPSIE, NEW YORK

                                    INDEX


                                                                           PAGE
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ARTICLE I    MEETINGS OF SHAREHOLDERS

Section 1.1  Annual Meetings.............................................    1
Section 1.2  Special Meetings............................................    1
Section 1.3  Place of Meetings...........................................    1
Section 1.4  Presiding at Meetings.......................................    1
Section 1.5  Quorum......................................................    1
Section 1.6  Adjournment.................................................    2
Section 1.7  Notice of Meetings..........................................    2
Section 1.8  Waiver and Consent..........................................    3
Section 1.9  Fixing Record Date..........................................    3
Section 1.10 List of Shareholders at Meetings............................    3
Section 1.11 Proxies.....................................................    3
Section 1.12 Notice of Shareholder Business and Nominations..............    4
Section 1.13 Inspectors of Elections....................................     7
Section 1.14 Vote of Shareholders........................................    7

ARTICLE II   BOARD OF DIRECTORS

Section 2.1  Number of Directors.........................................    7
Section 2.2  Elections, Terms and Vacancies..............................    8
Section 2.3  Meetings of the Board.......................................    8
Section 2.4  Notice and Adjournment......................................    8


                                     (i)


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                                                                           PAGE
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ARTICLE II   BOARD OF DIRECTORS (Continued)

Section 2.5  Quorum......................................................    9
Section 2.6  Unanimous Written Consent...................................    9
Section 2.7  Resignation of Directors....................................    9
Section 2.8  Removal of Directors........................................    9
Section 2.9  Compensation of Directors..................................    10
Section 2.10 Time and Place of Meetings.................................    10
Section 2.11 Special Meetings...........................................    10
Section 2.12 Telephonic Meetings........................................    10

ARTICLE III  COMMITTEES

Section 3.1  Organization and Authority.................................    10
Section 3.2  Executive Committee........................................    11
Section 3.3  Action by a Committee......................................    11
Section 3.4  Quorum.....................................................    11
Section 3.5  Reports to Board of Directors..............................    12
Section 3.6  Compensation of Committee Members..........................    12
Section 3.7  Resignation and Removal of Committee Members...............    12
Section 3.8  Unanimous Written Consent..................................    12
Section 3.9  Place of Committee Meetings................................    12
Section 3.10 Notice.....................................................    12

ARTICLE IV   OFFICERS AND THEIR DUTIES

Section 4.1  Officers...................................................    13
Section 4.2  Term of Office; Resignation; Removal; Vacancies............    13
Section 4.3  Powers and Duties..........................................    13
Section 4.4  Salaries...................................................    14
Section 4.5  Chairman...................................................    14
Section 4.6  Vice Chairman..............................................    14
Section 4.7  Vice President.............................................    14
Section 4.8  Secretary..................................................    15
Section 4.9  Treasurer..................................................    15
Section 4.10 Controller.................................................    15
Section 4.11 Other Officers.............................................    16



                                     (ii)


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                                                                           PAGE
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ARTICLE V    SHARES CERTIFICATED SHARES

Section 5.1  Certificates, Registrar and Transfer Agent.................    16
Section 5.2  Authorization of Facsimile Signatures and Seal.............    16
Section 5.3  Transfer of Certificated Shares............................    16
Section 5.4  Lost, Stolen or Destroyed Share Certificates...............    17

ARTICLE VI   INDEMNIFICATION

Section 6.1  General Applicability......................................    17
Section 6.2  Scope of Indemnification...................................    17
Section 6.3  Other Indemnification Provisions...........................    18
Section 6.4  Survival of Indemnification................................    18
Section 6.5  Inability to Limit Indemnification.........................    18
Section 6.6  Severability...............................................    18

ARTICLE VII  OTHER MATTERS

Section 7.1  Books to be Kept...........................................    19
Section 7.2  Corporate Seal.............................................    19
Section 7.3  When Notice or Lapse of Time Unnecessary...................    19
Section 7.4  Contracts, etc., How Executed..............................    20
Section 7.5  Loans......................................................    20
Section 7.6  Deposits...................................................    20
Section 7.7  General and Special Bank Accounts..........................    20
Section 7.8  Fiscal Year................................................    21

ARTICLE VIII AMENDMENTS TO BY-LAWS

Section 8.1  By Directors...............................................    21
Section 8.2  By Shareholders............................................    21









                                    (iii)


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                                  ARTICLE I
                           MEETINGS OF SHAREHOLDERS

      SECTION 1.1     ANNUAL MEETINGS

      The annual meeting of the shareholders,  for the election of directors and
the  transaction  of such other  business as may be brought  before the meeting,
shall be held  each  year on the  fourth  Tuesday  in April (or if said day be a
legal holiday, then on the next succeeding business day), at such time of day as
the directors may determine.

      SECTION 1.2     SPECIAL MEETINGS

      Subject  to the  rights of the  holders  of any  series of stock  having a
preference  over  the  Common  Stock  of the  Company  as to  dividends  or upon
liquidation  ("Preferred Stock") with respect to such series of Preferred Stock,
special  shareholders'  meetings  may be called by holders of a majority  of the
votes of the outstanding  shares of common stock of the Company entitled to vote
or act with respect thereto upon the business to be brought before such meeting,
or by the  Chairman of the Board of  Directors,  President  and Chief  Executive
Officer  pursuant to a  resolution  adopted by a majority of the total number of
directors  which the  Company  would  have if there  were no  vacancies.  At any
special  meeting,  only such business may be transacted  which is related to the
purpose(s)  set forth in the notice of such special  meeting  given  pursuant to
Section 1.7 of these By-Laws.

      SECTION 1.3     PLACE OF MEETINGS

      Shareholders'  meetings  shall  be held  at the  principal  office  of the
Company or at such  other  place as  designated  by the Board of  Directors  and
stated in the notice of such meeting.

      SECTION 1.4     PRESIDING AT MEETINGS

      At all  shareholders'  meetings,  the Chairman of the Board of  Directors,
President and Chief Executive Officer, Vice Chairman or a Vice President,  shall
act as Chairman of the meeting as provided for in Sections  4.5, 4.7 and 4.8 and
the  Secretary or Assistant  Secretary  shall act as Secretary of the meeting as
provided for in Section 4.9.

      SECTION 1.5     QUORUM

      Holders of a majority of the votes of the shares of the  Company  entitled
to vote must be present, in person or by proxy, at each shareholders' meeting to
constitute  a quorum at such  meeting.  When a  specified  item of  business  is
required to be voted on by a class or series,  voting as a class, the holders of
a majority of the votes of the shares of such class or series shall constitute a
quorum for the transaction of such specified item of business. When a quorum is

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once present to organize a meeting, it is not broken by the subsequent
withdrawal of any shareholders.

      Except  as  may  be  provided  by  or  pursuant  to  the   Certificate  of
Incorporation,  at all shareholders'  meetings each shareholder entitled to vote
shall be  entitled  to one vote for each share held by him or her,  and may vote
and otherwise act either in person or by proxy, as provided for in Section 1.11.

      SECTION 1.6     ADJOURNMENT

      The Chairman of the meeting, or a majority of the shares so represented at
the  meeting,  may adjourn the meeting  despite the absence of a quorum.  When a
shareholders'  meeting is adjourned  to another  time or place,  it shall not be
necessary to give any notice of the  adjourned  meeting if the time and place to
which the  meeting  is  adjourned  are  announced  at the  meeting  at which the
adjournment  is  taken,  and  at  the  adjourned  meeting  any  business  may be
transacted  that might have been transacted on the original date of the meeting.
However, if after the adjournment the Board of Directors fixes a new record date
for the adjourned  meeting,  a notice of the adjourned meeting shall be given to
each  shareholder of record on the new record date entitled to notice under this
Section 1.6.

      SECTION 1.7     NOTICE OF MEETINGS

      Written notice of the date, time and place of every shareholders'  meeting
shall be given  personally,  or by first  class mail (not less than ten (10) nor
more than sixty (60) days before the date of the meeting) or by third class mail
(not less than twenty-four (24) nor more than sixty (60) days before the date of
the meeting) or as otherwise  may be  permitted by law, to each  shareholder  of
record as of the date fixed by the Board of  Directors,  pursuant to Section 1.9
hereof, and such other notice shall be given as may be required by law.

      Notice of a special  shareholders' meeting shall indicate that it is being
issued by or at the  direction of the person or persons  calling the meeting and
shall state the purpose(s) for which the meeting is called.

      If mailed,  such notice shall be deemed given when deposited in the United
States mail, with postage thereon prepaid, directed to the shareholder at his or
her address as it appears on the shareholders'  list or record, or, if he or she
shall  have filed  with the  Secretary  of the  Company a written  request  that
notices to him or her be mailed to some other  address,  then directed to him or
her at such other address.

      An affidavit of the  Secretary of the  Corporation  or other person giving
the notice or of a transfer agent of the Corporation that the notice required by
this  Section  1.7 has been given  shall be  supplied at the meeting to which it
relates.


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      SECTION 1.8     WAIVER AND CONSENT

      Notice  of  meeting  need not be given to any  shareholder  who  submits a
signed  waiver of  notice,  in person or by proxy,  whether  before or after the
meeting.  The attendance of any shareholder at a meeting, in person or by proxy,
without  objecting to the lack of notice of such meeting prior to the conclusion
of the meeting, shall constitute a waiver of notice by such shareholder.

      The transactions of any shareholders' meeting, however called and noticed,
are as valid as though had at a meeting duly held after regular call and notice,
if a quorum is present  either in person or by proxy,  and if,  either before or
after the meeting,  each of the persons  entitled to vote, not present in person
or by proxy,  signs a written  waiver of notice,  or a consent to the holding of
the meeting, or an approval of the minutes thereof.

      All such waivers,  consents or approvals shall be filed with the corporate
records or made a part of the minutes of the meeting. Executors, administrators,
guardians, trustees, and other fiduciaries entitled to vote shares may sign such
waivers, consents and approvals.

      SECTION 1.9     FIXING RECORD DATE

      For the purpose of determining the  shareholders  entitled to notice of or
to vote at any  shareholders'  meeting or any  adjournment  thereof,  or for the
purpose of determining  shareholders entitled to receive payment of any dividend
or the  allotment  of any rights,  or for the purpose of any other  action,  the
Board of Directors  may fix, in advance,  a date as the record date for any such
determination.  Such date  shall not be more than  sixty  (60) nor less than ten
(10) days before the date of such meeting,  nor more than sixty (60) days before
the date of such action.

      SECTION 1.10    LIST OF SHAREHOLDERS AT MEETINGS

      A list of shareholders  as of the record date,  certified by the Secretary
or any  Assistant  Secretary  or by a transfer  agent,  shall be produced at any
shareholders'  meeting  upon  the  request  thereat  or  prior  thereto  of  any
shareholder.  If the right to vote at any meeting is challenged, the inspectors,
or the person presiding  thereat,  shall require such list of shareholders to be
produced  as evidence  of the right of the  persons  challenged  to vote at such
meeting,  and all persons who appear from such list to be shareholders  entitled
to vote thereat may vote at such meeting.

      SECTION 1.11    PROXIES

      (a)  Generally.  Every person  entitled to vote or execute  consents shall
have the right to do so either in person or by one or more agents  authorized by
a written proxy executed by such person or his duly  authorized  agent and filed
with the Secretary of the Company or by telephone or electronic  transmission as
permitted  by law.  Any  executor,  administrator,  guardian,  trustee  or other
fiduciary, may give proxies.

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      (b) Term of Proxies.  A proxy is not valid after the  expiration of eleven
(11) months from the date of its execution,  unless the length of time for which
such proxy is to continue in force is otherwise  specified therein,  which in no
case shall exceed seven (7) years from the date of its execution.

      (c)  Revocation  and  Suspension  of  Proxies.  Any  proxy  duly  executed
continues  in full  force and  effect  and is not  revoked  until an  instrument
revoking it, or until a duly executed  proxy bearing a later date, is filed with
the Secretary of the Company.  A proxy is not revoked by the death or incapacity
of the maker  unless,  before the vote is counted or the authority is exercised,
written   notice  of  the  death  or   incapacity   is  given  to  the  Company.
Notwithstanding  that a valid proxy is outstanding,  if the person executing the
proxy is present at the meeting and elects to vote in person, then the powers of
the proxy holder are  suspended,  except in the case of a proxy  coupled with an
interest (which states that fact on its face).

      (d) Voting by Two or More Proxies.  If any instrument of proxy  designates
two or more  persons to act as proxy,  in the  absence of any  provision  in the
proxy to the contrary,  the persons designated may represent and vote the shares
in  accordance  with the vote or consent of the majority of the persons named as
such  proxies.  If only one such proxy is  present,  such proxy may vote all the
shares,  and all the shares  standing in the name of the  principal(s)  for whom
such proxy acts  shall be deemed  represented  for the  purpose of  obtaining  a
quorum. The foregoing  provisions shall apply to the voting of shares by proxies
for any two or more administrators,  executors,  trustees, or other fiduciaries,
unless an instrument or order of court appointing them otherwise directs.

      (e) Directors' Determination of Execution and Use of Proxies. The Board of
Directors may, in advance of any annual or special meeting of the  shareholders,
prescribe additional  regulations  concerning the manner of execution and filing
of proxies and the validation of the same, which are intended to be voted at any
such meeting.

SECTION 1.12      NOTICE OF SHAREHOLDER BUSINESS AND
                  NOMINATIONS

      A.   Annual Shareholders' Meetings

      (1)  Nominations  of persons for election to the Board of Directors of the
Company and the proposal of business to be considered by the shareholders may be
made at an annual shareholders'  meeting (a) pursuant to the Company's notice of
meeting,  (b) by or at the  direction  of the Board of  Directors  or (c) by any
shareholder of the Company who was a shareholder of record at the time of giving
of notice  provided  for in this  Section  1.12 who is  entitled  to vote at the
meeting and who complies with the notice of procedures set forth in this Section
1.12.



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      (2) For  nominations  or other  business to be properly  brought before an
annual  meeting by a  shareholder  pursuant to clause (c) of paragraph  A.(1) of
this Section 1.12,  the  shareholder  must have given timely  notice  thereof in
writing to the Secretary of the Company 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
Company 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 no 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 the
date of such  meeting is first  publicly  announced  or  disclosed  (in a public
filing or otherwise) by the Company.  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 (a) 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); (b) 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 (c) as to
the  shareholder  giving the notice and the beneficial  owner,  if any, on whose
behalf  the  nomination  or  proposal  is made (i) the name and  address of such
shareholder, as they appear on the Company's books, and of such beneficial owner
and (ii) the  class  and  number  of  shares  of the  Company  which  are  owned
beneficially and of record by such shareholder and such beneficial owner.

      (3) Notwithstanding  anything in the second sentence of paragraph A.(2) of
this Section 1.12 to the contrary,  in the event that the number of Directors to
be elected to the Board of Directors of the Company is increased and there is no
public  announcement  by the Company  naming all of the nominees for Director or
specifying  the size of the increased  Board of Directors at least 70 days prior
to the first anniversary of the preceding year's annual meeting, a shareholder's
notice required by paragraph A. of Section 1.12 shall also be considered timely,
but  only  with  respect  to  nominees  for any new  positions  created  by such
increase,  if it shall be delivered to the Secretary at the principal  executive
offices  of the  Company  not later than the close of  business  on the 10th day
following  the day on  which  such  public  announcement  is  first  made by the
Company.



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      B.  Special Shareholders' Meetings

      Only such business shall be conducted at a special  shareholders'  meeting
as shall have been brought before the meeting  pursuant to the Company's  notice
of meeting. Nominations of persons for election to the Board of Directors may be
made at a special  shareholders'  meeting at which  Directors  are to be elected
pursuant to the  Company's  notice of meeting (a) by or at the  direction of the
Board of Directors or (b) provided  that the Board of Directors  has  determined
that  Directors  shall be elected at such  meeting,  by any  shareholder  of the
Company who is a shareholder of record at the time of giving of notice  provided
for in this Section 1.12 who is entitled to vote at the meeting and who complies
with the notice  procedures  set forth in this  Section  1.12.  In the event the
Company calls a special shareholders' meeting 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  Company's  notice of  meeting,  if the  shareholder's  notice
required by  paragraph  A.(2) of this  Section  1.12 shall be  delivered  to the
Secretary at the principal executive offices of the Company 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 or other
disclosure  (in a public  filing or  otherwise) 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.

      C.  General

      (1) Only such persons who are nominated in accordance  with the procedures
set forth in this Section 1.12 shall be eligible to serve as Directors  and only
such business shall be conducted at a  shareholders'  meeting as shall have been
brought  before the meeting in accordance  with the procedures set forth in this
Section 1.12.  Except as otherwise  provided by law, 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 Section 1.12 and, if any
proposed  nomination or business is not in compliance with this Section 1.12, to
declare that such defective proposal or nomination shall be disregarded.

      (2) For purposes of this Section 1.12,  "public  announcement"  shall mean
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
Company 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 Section  1.12, 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 Section 1.12. Nothing in this Section 1.12

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of Article I shall be deemed to affect any rights (i) of shareholders to request
inclusion of proposals in the Company's proxy  statement  pursuant to Rule 14a-8
under the Exchange  Act or (ii) of the holders of any series of Preferred  Stock
to elect Directors under specified circumstances.

      SECTION 1.13    INSPECTORS OF ELECTIONS

      The Board of Directors by resolution shall appoint,  or shall authorize an
officer of the Company to appoint,  one or more  inspectors,  which inspector or
inspectors may include  individuals  who serve the Company in other  capacities,
including,    without   limitation,   as   officers,    employees,   agents   or
representatives,  to act at the  meetings  of  shareholders  and make a  written
report thereof. One or more persons may be designated as alternate  inspector(s)
to replace any inspector who fails to act. If no inspector or alternate has been
appointed to act or is able to act at a meeting of shareholders, the Chairman of
the meeting  shall appoint one or more  inspectors  to act at the meeting.  Each
inspector,  before discharging such person's duties, shall take and sign an oath
to execute  faithfully  the duties of  inspector  with strict  impartiality  and
according to the best of such person's ability.  The inspector(s) shall have the
duties  prescribed by law. The Chairman of the meeting shall fix and announce at
the  meeting  the date and time of the  opening and the closing of the polls for
each matter upon which the shareholders will vote at a meeting.

      SECTION 1.14    VOTE OF SHAREHOLDERS

      Subject  to the  rights  of  holders  of any  series of  Preferred  Stock,
Directors  shall,  except as otherwise  required by law or by the Certificate of
Incorporation  or by a  specific  provision  of  these  By-Laws  adopted  by the
shareholders,  be  elected  by a  plurality  of the votes  cast at a meeting  of
shareholders by the holders of shares entitled to vote in the election.  Subject
to the  rights  of  holders  of any  series of  Preferred  Stock,  whenever  any
corporate action,  other than the election of Directors,  is to be taken by vote
of the  shareholders,  it shall,  except as otherwise  required by law or by the
Certificate of Incorporation, be authorized by a majority of the votes cast at a
meeting of shareholders by the holders of shares entitled to vote thereon.

                                  ARTICLE II
                              BOARD OF DIRECTORS

      SECTION 2.1     NUMBER OF DIRECTORS

      The affairs of this  Company  shall be managed by no less than one (1) nor
more  than  twenty-five  (25)  Directors  as fixed by  resolution  adopted  by a
majority of the entire Board.  Each director  shall be at least 18 years of age.
No person who will reach age 71 during his or her  prospective  term shall stand
for election as a Director.


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      SECTION 2.2     ELECTIONS, TERMS AND VACANCIES

      At the first annual meeting of shareholders  following the adoption of the
Restated  Certificate of Incorporation of the Company, or any special meeting in
lieu  thereof,  the Board of  Directors  shall be  divided  into  three  classes
designated  Class I, Class II and Class  III.  Such  classes  shall be as nearly
equal in number as the then total  number of Directors  constituting  the entire
Board  permits.  Class I, Class II and Class III Directors  shall be elected for
terms expiring at the next  succeeding  annual  meeting,  the second  succeeding
annual meeting and the third succeeding annual meeting,  respectively, and until
their  respective   successors  are  elected  and  qualified.   At  each  annual
shareholders'   meeting  after  such  first  annual  (or  special)   meeting  of
shareholders following the adoption of the Restated Certificate of Incorporation
of the Company,  the Directors  chosen to succeed those in the class whose terms
then expire  shall be elected by  shareholders  for terms  expiring at the third
succeeding annual meeting after election,  or for such lesser term for which one
or more may be nominated in a particular case in order to assure that the number
of Directors in each class shall be  appropriately  constituted  and until their
respective successors are elected and qualified.  Newly created Directorships or
any  decrease in  Directorships  resulting  from  increases  or decreases in the
number of Directors shall be so apportioned among the classes of Directors as to
make all the classes as nearly  equal in number as  possible.  Vacancies  on the
Board at any time may be filled by a majority of the  Directors  then in office,
although  less than a quorum.  A  Director  elected  to fill a  vacancy,  unless
elected  by the  shareholders,  shall  hold  office  until the next  meeting  of
shareholders  at which the  election of  Directors  is in the  regular  order of
business, and until his or her successor has been elected and qualified.

      Notwithstanding  the  foregoing,  whenever  the holders of any one or more
classes or series of Stock  (other than the Common  Stock) shall have the right,
voting separately by class or series, to elect Directors at an annual or special
shareholders'  meeting, the election,  term of office,  filling of vacancies and
other  features  of such  Directorships  shall be  governed  by any terms of the
Certificate  of  Incorporation  of the  Company  applicable  thereto,  and  such
Directors so elected shall not be divided into classes  pursuant to this Section
2.2 unless expressly provided by such terms.

      SECTION 2.3     MEETINGS OF THE BOARD

      An annual meeting of the Board of Directors  shall be held in each year as
soon as practicable  after the annual meeting of shareholders.  Regular meetings
of the Board shall be held at such times as may be fixed by the Board. No notice
need be given of annual or regular meetings of the Board of Directors.

      SECTION 2.4     NOTICE AND ADJOURNMENT

      Notice  of each  special  meeting  of the  Board  shall  be  given to each
director  either  by mail not  later  than  noon,  New York  time,  on the fifth
business day prior to the meeting or by telegram,

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by facsimile  transmission,  by written  message or orally to the  Directors not
later than noon,  New York time, on the day prior to the meeting.  Notices shall
be deemed to have been given by mail when  deposited in the United  States mail,
by telegram at the time of filing,  by facsimile  transmission upon confirmation
of receipt,  and by messenger at the time of delivery by the messenger.  Notices
by mail,  telegram,  facsimile  transmission  or messenger shall be sent to each
Director at the address or facsimile  number  designated  by him or her for that
purpose, or, if none has been so designated,  at his or her last known residence
or business  address.  Notice of a meeting of the Board of Directors need not be
given to any Director who submits a signed  waiver of notice  whether  before or
after the meeting, or who attends the meeting without protesting,  prior thereto
or at its commencement,  the lack of notice to him or her. A notice or waiver of
notice need not specify the purpose of any meeting of the Board of Directors.  A
majority  of the  Directors  present,  whether or not a quorum is  present,  may
adjourn any meeting to another time and place.  Notice of any  adjournment  of a
meeting to another time or place shall be given in the manner described above to
the Directors who were not present at the time of the  adjournment  and,  unless
such time and place are announced at the meeting, to the other Directors.

      SECTION 2.5     QUORUM

      Unless a greater  quorum is  required  by law, a majority of the number of
directors  at the time  serving on the Board of  Directors  shall  constitute  a
quorum for the  transaction  of business,  or of any specified item of business,
provided, however, that a quorum shall not consist of less than one-third of the
entire  Board of  Directors.  Except where  otherwise  provided by law or in the
Certificate of  Incorporation  or these  By-Laws,  the vote of a majority of the
Directors  present at a meeting  at the time of such  vote,  if a quorum is then
present, shall be the act of the Board.

      SECTION 2.6     UNANIMOUS WRITTEN CONSENT

      Any action  authorized,  in writing,  by all of the Directors  entitled to
vote  thereon and filed with the minutes of the Company  shall be the act of the
Board with the same force and effect as if the same had been passed by unanimous
vote at a duly called meeting of the Board.

      SECTION 2.7     RESIGNATION OF DIRECTORS

      Any Director of the Company may resign at any time. Such resignation shall
be made in writing and shall take effect at the time specified  therein,  or, if
no time be specified, at the time of its receipt by the Chairman of the Board or
Secretary.  The  acceptance of a  resignation  shall not be necessary to make it
effective unless so specified therein.

      SECTION 2.8     REMOVAL OF DIRECTORS

      Subject to the rights of any class or series of stock  having a preference
over the Common  Stock as to dividends or upon  liquidation  to elect  Directors
under specified circumstances, any

                                      9

<PAGE>



Director may be removed from office only for cause by a vote of the shareholders
entitled to vote thereon.

      SECTION 2.9     COMPENSATION OF DIRECTORS

      Members of the Board shall  receive  such fees and  compensation  as fixed
from time to time by the Board and shall be reimbursed for  reasonable  expenses
for attending Board meetings.  In the event of brief  unscheduled Board meetings
or Board meetings called on short notice,  the Chairman of the Board,  President
and Chief  Executive  Officer  may  decide  to hold the  meeting  by  conference
telephone or similar communications equipment or permit a member of the Board to
attend the meeting by such means, in which case each director  participating  in
the  meeting  by such  teleconference  shall be  compensated  at 75% of the then
normal fee applicable to such meeting.

      SECTION 2.10    TIME AND PLACE OF MEETINGS

      Meetings of the Board of Directors shall be held in such month on such day
at such hour and at such place as the Board may from time to time direct.

      SECTION 2.11    SPECIAL MEETINGS

      Special  meetings of the Board may be held on the call of the  Chairman of
the Board of Directors,  President and Chief Executive  Officer or the Secretary
or upon  written  request of a majority of the  Directors at the time serving on
the Board addressed to the Secretary.

      SECTION 2.12    TELEPHONIC MEETINGS

      In the event it is necessary to obtain a quorum,  at the discretion of the
Chairman of the Board,  President and Chief Executive  Officer and the presiding
committee Chairman, any one or more members of the Board or any committee of the
Board may  participate  in a meeting  of the  Board or  committee  by means of a
conference  telephone or similar  communications  equipment allowing all persons
participating in the meeting to hear each other at the same time.  Participation
by such means shall constitute presence in person at such meeting.

                                 ARTICLE III
                                  COMMITTEES

      SECTION 3.1     ORGANIZATION AND AUTHORITY

      The Board of Directors,  by resolution adopted by a majority of the entire
Board,  may designate  from among its members,  such  committees as the Board of
Directors may from time to time  determine,  including the committee  created by
Section 3.2 of this Article III, each consisting of three or more Directors, and
each of which, to the extent provided in the resolution, shall have

                                      10

<PAGE>



all the  authority  of the  Board,  except  that no such  committee  shall  have
authority  as to (1) the  submission  to  shareholders  of any action that needs
shareholders'  approval;  (2) the  filling of  vacancies  in the Board or in any
committee  thereof;  (3) the fixing of compensation of the Directors for serving
on the Board or on any  committee  thereof;  (4) the  amendment or repeal of the
By-Laws,  or the  adoption of new  By-Laws;  (5) the  amendment or repeal of any
resolution  of the Board  which,  by its  terms,  shall not be so  amendable  or
repealable;  (6) the fixing or  changing  of the size of the  Board;  or (7) the
removal or  indemnification  of  Directors.  In the event of the  absence of any
member(s) from a meeting of a committee, replacements may be made from Directors
designated as alternate  members of such committee by the Board. The Chairman of
the Board of Directors, President and Chief Executive Officer, or in his absence
or should he so direct,  a Vice  President,  if such officers are members of the
committee,  shall preside at meetings of the committee,  otherwise the presiding
officer shall be designated by majority vote of the committee.  Vacancies in the
membership  of the  committee  shall be filled by the  Board of  Directors  at a
regular  or  special  meeting  of the Board of  Directors.  Unless  the Board of
Directors otherwise provides,  each committee designated by the Board may adopt,
amend and repeal rules for the conduct of its business.

      SECTION 3.2     EXECUTIVE COMMITTEE

      The Board of Directors,  by resolution adopted by a majority of the entire
Board, may designate three or more of the directors,  together with the Chairman
of the Board of Directors,  President and Chief Executive Officer, to constitute
an Executive  Committee,  to serve at the pleasure of the Board, which Committee
shall during the intervals  between  meetings of the Board of Directors,  unless
limited by the resolution appointing such Committee,  have authority to exercise
all or any of the  powers of the Board of  Directors  in the  management  of the
affairs of the Corporation,  insofar as such powers may lawfully be delegated or
as set forth in these By-Laws.  The Board may designate one or more directors as
alternate  members of such  Committee,  who may  replace  any  absent  member or
members at any meeting of such Committee.

      SECTION 3.3     ACTION BY A COMMITTEE

      The act of a majority of the members of a committee present at any meeting
at which a quorum is present shall be the act of such committee.  The members of
a committee  shall act only as a committee,  and the individual  members thereof
shall have no individual  powers as such.  Each committee may make such rules as
it may deem  expedient  for the  regulation  and carrying on of its meetings and
proceedings.

      SECTION 3.4     QUORUM

      A majority of the members of a committee shall constitute a quorum.



                                      11

<PAGE>



      SECTION 3.5     REPORTS TO BOARD OF DIRECTORS

      Each  such  committee  shall  keep a record  of its  proceedings  and make
reports to the Board at its next regular meeting.

      SECTION 3.6     COMPENSATION OF COMMITTEE MEMBERS

      Members  of   committees   of  the  Board  shall  receive  such  fees  and
compensation as fixed from time to time by the Board and shall be reimbursed for
reasonable  expenses for  attending  committee  meetings.  In the event of brief
unscheduled committee meetings or committee meetings called on short notice, the
Chairman of the Board,  President and Chief Executive  Officer and the presiding
committee  Chairman  may decide to hold the meeting by  conference  telephone or
similar  communications  equipment or permit a member of the committee to attend
the  meeting by such means,  in which case each  director  participating  in the
meeting by such  teleconference  shall be  compensated at 75% of the then normal
fee applicable to such meeting.

      SECTION 3.7     RESIGNATION AND REMOVAL OF COMMITTEE MEMBERS

      Any member of any committee may resign at any time. Such resignation shall
be made in writing and shall take effect at the time specified  therein,  or, if
no time be specified, at the time of its receipt by the Chairman of the Board of
Directors, President and Chief Executive Officer or Secretary. The acceptance of
a  resignation  shall not be necessary to make it effective  unless so specified
therein.  Committee  members may be removed by action of the Board of Directors,
with or without cause.

      SECTION 3.8     UNANIMOUS WRITTEN CONSENT

      Any action authorized in writing, by all of the members of a committee and
filed with the minutes of the Company  shall be the act of that  committee  with
the same force and effect as if the same had been passed by unanimous  vote at a
duly called meeting of such committee.

      SECTION 3.9     PLACE OF COMMITTEE MEETINGS

      Meetings of each committee shall be held in such month on such day at such
hour and at such place as such committee may from time to time direct.

      SECTION 3.10    NOTICE

      Unless  otherwise  provided  by  resolution  of the  Board or by vote of a
majority of the members of the relevant committee,  notice of committee meetings
shall be given in the same manner as notice of special  meetings of the Board is
to be given under Section 2.4 of these By-Laws.


                                      12

<PAGE>



                                  ARTICLE IV
                          OFFICERS AND THEIR DUTIES

      SECTION 4.1     OFFICERS

      The Board of  Directors,  at its regular  annual  meeting,  shall elect or
appoint from their number a Chairman of the Board of  Directors,  President  and
Chief Executive  Officer,  the Chairmen of Committees of the Board and may elect
or  appoint a Vice  Chairman  of the Board of  Directors  and Vice  Chairmen  of
Committees of the Board,  which officers shall be officers of the Board;  and it
shall elect or appoint one or more Vice  Presidents,  a Secretary,  a Treasurer,
and a Controller  which officers shall be officers of the Company.  Each of said
officers,  subject to the provisions of Sections 4.2 and 4.3 hereof,  shall hold
officer,  if elected,  until the meeting of the board  following the next Annual
Meeting of  shareholders  and until his or her  successor  has been  elected and
qualified, or, if appointed, for the term specified in the resolution appointing
him or her and until his or her successor has been elected or appointed. Any two
or more  offices may be held by the same  person.  Should any of the officers of
the Board cease to be a director, he shall ipso facto cease to be such officer.

      SECTION 4.2     TERM OF OFFICE; RESIGNATION; REMOVAL;
                      VACANCIES

      Except as otherwise  provided in the  resolution of the Board of Directors
electing or appointing  any officer,  all officers shall be elected or appointed
to hold office  until the meeting of the Board of Directors  following  the next
succeeding  annual meeting of  shareholders.  Each officer shall hold office for
the term for  which he or she is  elected  or  appointed,  and  until his or her
successor has been elected or appointed and qualified. Any officer may resign at
any time by giving  written  notice to the Board or to the Chairman of the Board
of Directors, President and Chief Executive Officer, if any, or the Secretary of
the Company.  Such resignation shall take effect at the time specified  therein,
and unless otherwise  specified  therein no acceptance of such resignation shall
be necessary to make it effective. Any officer may be removed by the Board, with
or without  cause,  at any time.  Removal of an officer  without  cause shall be
without prejudice to his or her contract rights,  if any, with the Company,  but
the election or  appointment  of an officer shall not of itself create  contract
rights.   Any  vacancy  occurring  in  any  office  of  the  Company  by  death,
resignation, removal or otherwise may be filled for the unexpired portion of the
term by the Board.

      SECTION 4.3     POWERS AND DUTIES

      The  officers of the Company  shall have such  authority  and perform such
duties in the  management  of the Company as may be  prescribed  by the Board of
Directors  and, to the extent not so prescribed,  as generally  pertain to their
respective  offices,  subject to the control of the Board.  Securities  of other
companies  held by the  Company may be voted by any  officer  designated  by the
Board and, in the absence of any such designation, by the Chairman of the

                                      13

<PAGE>



Board of Directors,  President and Chief Executive Officer,  any Vice President,
the  Secretary or the  Treasurer.  The Board may require any  officer,  agent or
employee to give security for the faithful performance of his duties.

      SECTION 4.4     SALARIES

      Salaries of all  officers of the Company  shall be fixed by the Board from
time to time;  and  salaries  of all other  employees  of the  Company  shall be
regulated by the Chief Executive Officer.

      SECTION 4.5     CHAIRMAN OF THE BOARD OF DIRECTORS, PRESIDENT &
                      CHIEF EXECUTIVE OFFICER

      The  Chairman of the Board of  Directors,  President  and Chief  Executive
Officer shall, when present, preside at all meetings of the shareholders and the
Board of Directors. He shall be Chairman of the Executive Committee. He shall be
responsible for direction of the policy of the Board of Directors and shall have
the power and perform the duties necessary to implement such responsibility.  If
the office of the Chairman of the Board,  President and Chief Executive  Officer
is vacated due to the  incumbent's  death,  retirement,  or inability to act, or
should the Board of Directors  elect to leave such office  vacant,  the Board of
Directors shall fill such vacancy as defined in Section 2.2 of these By-Laws. If
the Chairman of the Board,  President and Chief  Executive  Officer is unable to
perform the duties as  identified  herein for reason of reasons other than those
defined  herein on a short-term  basis,  he may  delegate  the powers  contained
herein to an  existing  member  of the Board of  Directors  and  designate  such
individual  to serve in the  capacity of Chairman  of the Board,  President  and
Chief Executive Officer until his return.

      SECTION 4.6     VICE CHAIRMAN

      The  Vice  Chairman  shall do and  perform  all  such  duties  as shall be
assigned to him or her by the Chairman of the Board of Directors,  President and
Chief Executive Officer or required by the Board of Directors.

      SECTION 4.7     VICE PRESIDENT

      The Vice Presidents, respectively, shall do and perform all such duties as
shall be assigned to them by the Chairman of the Board of  Directors,  President
and Chief  Executive  Officer or required of them by the Board of Directors.  If
designated by the Board of Directors as a member of the Executive  Committee,  a
Vice  President  shall perform the duties of Chairman of the Board of Directors,
President  and Chief  Executive  Officer in case of the Chairman of the Board of
Directors,  President and Chief Executive  Officer's absence or inability to act
or in case of a vacancy in that  office.  An  Assistant  Vice  President  in the
absence or disability of a Vice  President may at the discretion of the Chairman
of the Board of Directors,  President and Chief  Executive  Officer  perform the
duties  of a Vice  President  and  shall  perform  such  other  duties as may be
assigned to him or her.

                                      14

<PAGE>



      SECTION 4.8     SECRETARY

      It shall be the duty of the  Secretary  to keep and attest true records of
the  proceedings  of all meetings of the Board and Executive  Committee,  to see
that all  notices  are duly given in  accordance  with the  provisions  of these
By-Laws or as required  by law and safely  keep and  account for all  documents,
papers and property of the Company which may come into his or her possession. He
or she shall be the  custodian  of the  Corporate  Seal of the Company and shall
affix and  attest the same  whenever  it is  necessary  and proper so to do, and
shall  perform  such other duties as may be assigned to him or her by the Board.
In the absence or disability  of the  Secretary,  an Assistant  Secretary or any
Vice  President  shall perform his or her duties and such other duties as may be
assigned to him or her.

      SECTION 4.9    TREASURER

      The Treasurer shall have the custody of all money, funds and securities of
the Company. He or she shall furnish such security for the faithful  performance
of his or her duties as may be  required  by the Board of  Directors.  He or she
shall receive all money due to the Company and deposit the same in its corporate
name in such banks or trust companies as the Board of Directors shall determine.
He or she shall sign all checks,  drafts or orders for the payment of money; and
perform  such  other  duties  as may be  required  of him or her by the Board of
Directors.  An Assistant  Treasurer  shall,  in the absence or disability of the
Treasurer, perform his or her duties and such other duties as may be assigned to
him or  her.  In the  absence  or  disability  of the  Treasurer  and  Assistant
Treasurers,  any Vice  President  shall perform his or her duties and such other
duties as may be assigned to him or her. The Treasurer  shall,  when directed by
the Board of Directors, open special accounts in the Company's depositories; all
checks,  drafts or orders for the payment of money out of such special  accounts
shall be signed in such manner and by such  officers or employees of the Company
as the Board of Directors shall designate; such checks, drafts or orders for the
payment of money shall also be signed, if, as and when so directed by resolution
of the Board of  Directors,  by such  persons and in such manner as the Board of
Directors shall determine.

      SECTION 4.10    CONTROLLER

      The Controller shall:

      (a) Keep at the office of the Company correct books of account of all its
business and transactions;

      (b)  Exhibit  at all  reasonable  times his or her books of  accounts  and
records to any of the directors upon  application  during  business hours at the
office of the Company where such books and records are kept;

      (c) Render a full statement of the financial condition of the Company
whenever requested

                                      15

<PAGE>



so to do by the Board of Directors, the Chairman of the Board, President and
Chief Executive Officer; and

      (d) In general,  perform such duties as may be from time to time  assigned
to him or her by the Board of  Directors,  the Chairman of the Board,  President
and Chief Executive Officer.

      SECTION 4.11    OTHER OFFICERS

      Other officers, including one or more additional Vice Presidents, may from
time to time be  appointed  by the  Board  of  Directors  or by any  officer  or
committee  upon whom a power of  appointment  may be  conferred  by the Board of
Directors,  which other  officers shall have such powers and perform such duties
as may be assigned to them by the Board of Directors,  the Chairman of the Board
of Directors,  President and Chief  Executive  Officer and shall hold office for
such terms as may be  designated  by the Board of  Directors  or the  officer or
committee appointing them.

                                  ARTICLE V
                                    SHARES
                             CERTIFICATED SHARES

      SECTION 5.1     CERTIFICATES, REGISTRAR AND TRANSFER AGENT

      Certificates  for shares of the capital  stock of the Company  shall be in
such form as shall be approved by the Board of Directors. The certificates shall
be  numbered,  as nearly  as may be,  in the  order of their  issue and shall be
signed by the Chairman of the Board of Directors,  President and Chief Executive
Officer or a Vice President,  and by the Secretary or an Assistant  Secretary or
the  Treasurer  or an  Assistant  Treasurer,  and  sealed  with  the seal of the
Company.

      SECTION 5.2     AUTHORIZATION OF FACSIMILE SIGNATURES AND SEAL

      The  signatures  of the officers upon a  certificate,  and the seal of the
Company,  may be facsimiles if the  certificate is  countersigned  by a transfer
agent or registered by a registrar other than Company itself or its employee.

      SECTION 5.3     TRANSFER OF CERTIFICATED SHARES

      Shares of the capital  stock of the Company shall be  transferable  by the
holder  thereof in person or by duly  authorized  attorney upon surrender of the
certificate or certificates for such shares properly endorsed. Every certificate
of stock exchanged or returned to the Company shall be appropriately canceled. A
person in whose name shares of stock stand on the books of the Company  shall be
deemed the owner thereof as regards the Company. The Board of Directors may make
such other and  further  rules and  regulations  as they may deem  necessary  or
proper concerning the issue, transfer and registration of stock certificates.

                                      16

<PAGE>



      SECTION 5.4     LOST, STOLEN OR DESTROYED SHARE CERTIFICATES

      The  Company  may  issue a new  certificate  for  shares  in  place of any
certificate  theretofore  issued by it,  alleged to have been lost or destroyed,
and the Company may require the owner of the lost or destroyed  certificate,  or
such owner's  legal  representative,  to give the Company a bond  sufficient  to
indemnify  it against  any claim  that may be made  against it on account of the
alleged loss or destruction of any such  certificate or the issuance of any such
new certificate.

                                  ARTICLE VI
                               INDEMNIFICATION

      SECTION 6.1     GENERAL APPLICABILITY

      Except  to the  extent  expressly  prohibited  by the  New  York  Business
Corporation  Law, the Company shall indemnify each person made, or threatened to
be made,  a party to or  involved  in any action,  suit or  proceeding,  whether
criminal or civil,  administrative  or  investigative by reason of the fact that
such  person or such  person's  testator  or  intestate  is or was a Director or
Officer of the Company,  against judgments,  fines,  penalties,  amounts paid in
settlement  and reasonable  expenses,  including  attorney's  fees and expenses,
reasonably  incurred  in  enforcing  such  person's  right  to  indemnification,
incurred in connection  with such action or proceeding,  or any appeal  therein,
provided that no such indemnification shall be made if a judgment or other final
adjudication  adverse to such person  establishes  that such  person's acts were
committed  in bad faith or were the result of active and  deliberate  dishonesty
and were  material  to the cause of action so  adjudicated,  or that such person
personally  gained in fact a financial  profit or other  advantage to which such
person  was  not  legally   entitled,   and   provided   further  that  no  such
indemnification  shall be  required  with  respect  to any  settlement  or other
nonadjudicated  disposition  of any  threatened or pending  action or proceeding
unless  the  Company  has given its prior  consent to such  settlement  or other
disposition.

      SECTION 6.2     SCOPE OF INDEMNIFICATION

      The Company  promptly  shall  advance or  reimburse  upon  request,  after
receipt by the Company of a statement or statements from the claimant requesting
such  advance  or  advances  of  reimbursements,   to  any  person  entitled  to
indemnification hereunder all reasonable expenses, including attorney's fees and
expenses,  reasonably  incurred in defending any action or proceeding in advance
of the final disposition  thereof upon receipt of an undertaking by or on behalf
of such person to repay such amount if such person is ultimately found not to be
entitled to indemnification or, where  indemnification is granted, to the extent
the expenses so advanced or reimbursed exceed the amount to which such person is
entitled; provided, however, that such person shall cooperate in good faith with
any  request by the  Company  that  common  counsel be used by the parties to an
action  or  proceeding  who are  similarly  situated  unless  to do so  would be
inappropriate  due to actual or potential  differing  interests between or among
such parties.


                                      17

<PAGE>



      SECTION 6.3     OTHER INDEMNIFICATION PROVISIONS

      Nothing herein shall limit or affect any right of any Director, Officer or
other  corporate  personnel  otherwise  than  hereunder  to  indemnification  or
expenses,  including  attorney's  fees,  under any  statute,  rule,  regulation,
certificate of incorporation,  by-law,  insurance policy, contract or otherwise;
without  affecting  or  limiting  the rights of any  Director,  Officer or other
corporate  personnel  pursuant to this Article VI, the Company is  authorized to
enter into  agreements  with any of its Directors,  Officers or other  corporate
personnel extending rights to indemnification and advancement of expenses to the
fullest extent permitted by applicable law.

      Unless  limited by resolution of the Board of Directors or otherwise,  the
Company shall advance the payment of expenses to the fullest extent permitted by
applicable law to, and shall indemnify, any Director, Officer or other corporate
person who is or was  serving  at the  request of the  Company,  as a  director,
officer, partner, trustee, employee or agent of another corporation, whether for
profit  or  not-for-profit,  or a  partnership,  joint  venture,  trust or other
enterprise, whether or not such other enterprise shall be obligated to indemnify
such person.

      SECTION 6.4     SURVIVAL OF INDEMNIFICATION

      Anything in these By-Laws to the contrary notwithstanding,  no elimination
or amendment of this Article VI adversely  affecting  the right of any person to
indemnification  or advancement of expenses  hereunder  shall be effective until
the 60th day following notice to such person of such action,  and no elimination
of or  amendment  to this  Article VI shall  deprive  any such  person's  rights
hereunder arising out of alleged or actual occurrences,  acts or failures to act
prior to such 60th day.

      SECTION 6.5     INABILITY TO LIMIT INDEMNIFICATION

      The Company shall not,  except by elimination or amendment of this Article
VI in a manner consistent with the preceding Section 6.4 and with the provisions
of Article VIII  ("Amendments to By-Laws"),  take any corporate  action or enter
into any agreement which prohibits, or otherwise limits the rights of any person
to,  indemnification  in accordance  with the provisions of this Article VI. The
indemnification  of any person  provided by this Article VI shall continue after
such  person  has ceased to be a Director  or Officer of the  Company  and shall
inure to the benefit of such person's heirs, executors, administrators and legal
representatives.

      SECTION 6.6     SEVERABILITY

      In case any  provision in this Article VI shall be  determined at any time
to be  unenforceable  in any respect,  the other  provisions  of this Article VI
shall not in any way be affected or impaired thereby, and the affected provision
shall be given the fullest possible

                                      18

<PAGE>



enforcement  in the  circumstances,  it being the  intention  of the  Company to
afford indemnification and advancement of expenses to its Directors or Officers,
acting in such capacities or in the other capacities  mentioned  herein,  to the
fullest extent permitted by law.

                                 ARTICLE VII
                                OTHER MATTERS

      SECTION 7.1     BOOKS TO BE KEPT

      The  Company  shall keep (a)  correct  and  complete  books and records of
account, (b) minutes of the proceedings of the shareholders,  Board of Directors
and  Executive  Committee,  if any, and (c) a current list of the  Directors and
Officers and their  residence  addresses.  The Company  shall also keep,  at its
office  located  in the  County of  Dutchess  in the State of New York or at the
office of its transfer agent or registrar, if any, a record containing the names
and addresses of all  shareholders,  the number and class of shares held by each
and the dates when they respectively became the owners of record thereof. Any of
the foregoing  books,  minutes or records may be in written form or in any other
form capable of being converted into written form within a reasonable  time. The
Board of  Directors  shall,  subject to the laws of the State of New York,  have
power to determine from time to time,  whether,  to what extent,  and under what
conditions and  regulations  the accounts and books of the Corporation or any of
them shall be open to the  inspection of the  shareholders,  and no  shareholder
shall have any right to inspect any account book or document of the  Corporation
except  as  conferred  by the laws of the  State of New York  unless  and  until
authorized so to do by resolution of the Board of Directors or  shareholders  of
the Corporation.

      SECTION 7.2     CORPORATE SEAL

      The Board of  Directors  may adopt a  corporate  seal,  alter such seal at
pleasure, and authorize it to be used by causing it or a facsimile to be affixed
or impressed or reproduced in any other manner.

      SECTION 7.3     WHEN NOTICE OR LAPSE OF TIME UNNECESSARY

      Whenever  for any reason  the  Company  or the Board of  Directors  or any
committee thereof is authorized to take any action after notice to any person or
persons or after the lapse of a  prescribed  period of time,  such action may be
taken without notice and without the lapse of such period of time if at any time
before or after such action is completed the person or persons  entitled to such
notice or entitled to participate in the action to be taken or, in the case of a
shareholder,  his or her  attorney-in-fact,  submit a signed waiver of notice of
such requirements.



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      SECTION 7.4     CONTRACTS, ETC., HOW EXECUTED.

      The Board of Directors,  except as in these By-Laws otherwise provide, may
authorize any officer or officers,  agent or agents,  to enter into any contract
or  execute  and  deliver  any  instrument  in the name of and on  behalf of the
Company,  and such  authority may be general or confined to specific  instances,
and,  unless so  authorized  by the Board of  Directors,  no officer or agent or
employee  shall have any power or  authority to bind the Company by any contract
or  engagement or to pledge its credits or to render it liable  pecuniarily  for
any purpose or to any amount.

      SECTION 7.5     LOANS.

      No loans shall be  contracted  on behalf of the Company and no  negotiable
paper shall be issued in its name, unless authorized by the vote of the Board of
Directors.  When so  authorized,  any officer or agent of the Company may effect
loans and  advances  for the  Company  from any  bank,  trust  company  or other
institution,  or from any firm,  Company  or  individual  and for such loans and
advances  may  make,  execute  and  deliver  promissory  notes,  bonds  or other
evidences of  indebtedness  of the Company.  When so  authorized  any officer or
agent  of the  Company,  as  security  for the  payment  of any  and all  loans,
advances,  indebtedness and liabilities of the Company, may pledge,  hypothecate
or transfer any and all stocks,  securities and other  personal  property at any
time held by the Company, and to that end endorse,  assign and deliver the same.
Such  authority may be general or confined to specific  instances.  The Board of
Directors may authorize any mortgage or pledge of, or the creation of a security
interest in, all or any part of the corporate property, or any interest therein,
wherever situated.

      SECTION 7.6.    DEPOSITS.

      All  funds of the  Company  shall be  deposited  from  time to time to its
credit in such banks,  trust  companies  or other  depositaries  as the Board of
Directors may select, or as may be selected by an officer or officers,  agent or
agents of the Company to whom such power, from time to time, may be delegated by
the Board of Directors and, for the purpose of such deposit,  checks, drafts and
other  orders  for the  payment of money  which are  payable to the order of the
Company may be endorsed,  assigned  and  delivered by the Chairman of the Board,
President and Chief Executive  Officer or a Vice President,  or the Treasurer or
the Secretary,  or by any officer,  agent or employee of the Company to whom any
of said officers, or the Board of Directors, by resolution, shall have delegated
such power.

      SECTION 7.7     GENERAL AND SPECIAL BANK ACCOUNTS.

      The Board of  Directors  may from time to time  authorize  the opening and
keeping of general and special bank accounts with such banks, trust companies or
other  depositaries  as the Board may select and may make such special rules and
regulations with respect thereto, as it may deem expedient.

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      SECTION 7.8     FISCAL YEAR.

      The fiscal year of the Company shall be the calendar year.

                                 ARTICLE VIII
                            AMENDMENTS TO BY-LAWS

      SECTION 8.1     BY DIRECTORS

      By-Laws may be adopted, amended, or repealed or new By-Laws may be adopted
by the vote of a majority  of the entire  Board of  Directors  at any regular or
special  meeting of the Board at which a quorum is present;  provided,  however,
that any  adoption  of,  amendment  to or repeal of any new By-Law or  provision
inconsistent with Article I (Section 1.2 - "Special meetings",  1.4 - "Presiding
at  Meetings"  or 1.12 - "Notice  of  Shareholder  Business  and  Nominations"),
Article II (Section 2.1 - "Number of  Directors",  2.2 -  "Elections,  Terms and
Vacancies" or 2.8 - "Removal of Directors"),  Article VI - "Indemnification"  or
this Article VIII  -"Amendments to By-Laws"  hereof,  if by action of the Board,
shall be only upon the approval of not less than  two-thirds of the entire Board
at any such regular or special meeting of the Board of Directors.

      SECTION 8.2     BY SHAREHOLDERS

      By-Laws may be adopted,  amended, or repealed by the vote of a majority of
the  shareholders  entitled to vote in the election of any  Directors (as herein
provided)  at any annual or special  shareholders'  meeting at which a quorum is
present,  if notice of such proposed  action shall have been given in accordance
with  the  notice  requirements  of  Section  1.12 of these  By-Laws;  provided,
however,  that any  adoption  of,  amendment  to or repeal of any new By-Laws or
provision  inconsistent with Article I (Section 1.2 -"Special  meetings",  1.4 -
"Presiding  at  Meetings"  or  1.12  -  "Notice  of  Shareholder   Business  and
Nominations"),  Article  II  (Section  2.1  -  "Number  of  Directors",  2.2 - -
"Elections, Terms and Vacancies" or 2.8 - "Removal of Directors"),  Article VI -
- "Indemnification" or this Article VIII - "Amendments to By-Laws" hereof, if by
action of shareholders, shall be only upon the affirmative vote of not less than
80%  of  the  shares  entitled  to  vote  thereon  at  such  annual  or  special
shareholders' meeting at which any such action is proposed.


11/10/98
Amended effective 11/2/99 & Adopted Retroactive to 9/23/98
Amended 11/19/99, 12/17/99, 2/04/00

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