EXHIBIT 3 (ii) 2












                                 B Y - L A W S



                                      OF



                   CENTRAL HUDSON GAS & ELECTRIC CORPORATION




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                               TABLE OF CONTENTS


                                  BY-LAWS OF

                   CENTRAL HUDSON GAS & ELECTRIC CORPORATION


                                                                           Page

ARTICLE I.        MEETING OF SHAREHOLDERS                                    1

  Section  1.     Place of Meeting                                           1
  Section  2.     Annual Meeting                                             1
  Section  3.     Special Meeting                                            1
  Section  4.     Notice of Meetings                                         1
  Section  5.     Quorum                                                     2
  Section  6.     Inspectors                                                 2
  Section  7.     Adjournment of Meetings                                    2
  Section  8.     Voting                                                     3
  Section  9.     Record Date                                                3


ARTICLE II.       BOARD OF DIRECTORS                                         3

  Section  1.     Number and Qualifications                                  3
  Section  2.     Election of Directors                                      4
  Section  3.     Term of Office                                             4
  Section  4.     Resignation and Removal                                    4
  Section  5.     Newly Created Directorships and Vacancies                  4
  Section  6.     Election of Directors by Holders of Preferred Stock        4
  Section  7.     Regular Meetings                                           6
  Section  8.     Special Meetings                                           6
  Section  9.     Notice and Place of Meetings                               6
  Section 10.     Business Transacted at Meetings                            6
  Section 11.     Quorum and Manner of Acting                                6
  Section 12.     Compensation                                               7
  Section 13.     Indemnification of Officers and Directors                  7
  Section 14.     Committees of the Board                                    9


ARTICLE III.      EXECUTIVE COMMITTEE                                        9

  Section  1.     How Constituted and Powers                                 9
  Section  2.     Removal and Resignation                                    9


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                                   - 2 -


                                                                            Page

  Section  3.     Filling of Vacancies                                       10
  Section  4.     Quorum                                                     10
  Section  5.     Record of Proceedings, etc.                                10
  Section  6.     Organization, Meetings, etc.                               10
  Section  7.     Compensation of Members                                    10


ARTICLE IV.       OFFICERS                                                   11

  Section  1.     Election                                                   11
  Section  2.     Removal                                                    11
  Section  3.     Resignation of Officers                                    11
  Section  4.     Filling of Vacancies                                       11
  Section  5.     Compensation                                               12
  Section  6.     Chairman of the Board of Directors
                   and Chief Executive Officer                               12
  Section  7.     Vice Chairman of the Board of Directors                    12
  Section  8.     President and Chief Operating Officer                      12
  Section  9.     The Vice Presidents                                        12
  Section 10.     The Treasurer                                              13
  Section 11.     Controller                                                 13
  Section 12.     The Secretary                                              14
  Section 13.     Other Officers                                             14


ARTICLE V.        CONTRACTS, LOANS, BANK ACCOUNTS, ETC.                      15

  Section  1.     Contracts, etc., How Executed                              15
  Section  2.     Loans                                                      15
  Section  3.     Checks, Drafts, etc.                                       15
  Section  4.     Deposits                                                   16
  Section  5.     General and Special Bank Accounts                          16


ARTICLE VI.       CAPITAL STOCK                                              16

  Section  1.     Issue of Certificates of Stock                             16
  Section  2.     Transfer of Stock                                          16
  Section  3.     Lost, Destroyed and Mutilated Certificates                 17





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                                   - 3 -                                    Page

ARTICLE VII.      DIVIDENDS, SURPLUS, ETC.                                   17

  Section  1.     General Discretion of Directors                            17


ARTICLE VIII.     MISCELLANEOUS PROVISIONS                                   18

  Section  1.     Fiscal Year                                                18
  Section  2.     Waiver of Notice                                           18
  Section  3.     Notices                                                    18
  Section  4.     Examination of Books                                       18
  Section  5.     Gender                                                     19


ARTICLE IX.       AMENDMENTS                                                 19

  Section  1.     Amendment by Directors                                     19
  Section  2.     Amendment by Shareholders                                  19


<PAGE>







                                 B Y - L A W S
                                      OF
                   CENTRAL HUDSON GAS & ELECTRIC CORPORATION
                              -------------------

                                  ARTICLE I.
                           MEETINGS OF SHAREHOLDERS

SECTION 1.  Place of Meeting.

      All meetings of the shareholders  shall be held at the principal office of
the Corporation in the City of  Poughkeepsie,  County of Dutchess,  State of New
York, or at such other place or places in the State of New York as may from time
to time be fixed by the Board of Directors.


SECTION 2.  Annual Meeting.

      The Annual Meeting of the shareholders,  for the election of directors and
the transaction of such other business as may brought before the meeting,  shall
be held  each  year on the  third  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 3.  Special Meetings.

      Special meetings of the shareholders may be called by (i) all of the Board
of Directors or (ii) by the  Chairman of the Board and Chief  Executive  Officer
and  one  other  Director  of  the   Corporation   or,  (iii)  in  the  absence,
unavailability,  or  inability  to act of the  Chairman  of the  Board and Chief
Executive  Officer,  by the President and Chief Operating  Officer and one other
Director of the Corporation,  or (iv) by shareholders  together holding at least
one third of the capital stock of the  Corporation  entitled to vote or act with
respect thereto upon the business to be brought before such meeting.


SECTION 4.  Notice of Meetings.

      Notice of any annual or special  meeting of the  shareholders  shall be in
writing and shall be signed by the Chairman of the Board of Directors  and Chief
Executive  Officer or the President and Chief Operating Officer or the Secretary
or an Assistant  Secretary.  Such notice shall state the purpose or purposes for
which the  meeting  is called and shall  state the  place,  date and hour of the
meeting and, unless it is the annual  meeting,  indicate that it is being issued
by or at the direction of the person or persons  calling the meeting.  A copy of
the notice of any meeting shall be given, personally or by first-class mail, not
fewer than


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                                   - 2 -


sixty days before the date of the meeting, to each shareholder  entitled to vote
at such meeting.  If mailed,  such notice is given when  deposited in the United
States mail,  with postage thereon  prepaid,  directed to the shareholder at his
address as it appears on the record of shareholders,  or, if he shall have filed
with the Secretary of the  Corporation a written  request that notices to him be
mailed to some other  address,  then directed to him 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 has been given shall be supplied at the meeting to which it relates.


SECTION 5.  Quorum.

      Except as otherwise provided by statute,  the holders of a majority of the
shares  entitled  to vote  thereat  shall  constitute  a quorum at a meeting  of
shareholders for the transaction of any business, provided that 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 shares of such class or series  shall
constitute a quorum for the transaction of such specified item of business.


SECTION 6.  Inspectors.

      The person presiding at a shareholders' meeting may, and on the request of
any shareholder  entitled to vote thereat shall, appoint one or more inspectors.
Each inspector, before entering upon the discharge of his duties, shall take and
sign an oath  faithfully to execute the duties of inspector at such meeting with
strict  impartiality  and according to the best of his ability.  The  inspectors
shall  determine the number of shares  outstanding and the voting power of each,
the shares  represented at the meeting,  the existence of a quorum, the validity
and effect of proxies,  and shall receive votes,  ballots or consents,  hear and
determine  questions  arising in  connection  with the right to vote,  count and
tabulate all votes, ballots or consents,  determine the result, and do such acts
as are proper to conduct the election or vote with fairness to all shareholders.
The inspectors  shall make a report in writing of any matter  determined by them
and execute a certificate of any fact found by them.


SECTION 7.  Adjournment of Meetings.

      Any meeting of  shareholders  may be adjourned  by a majority  vote of the
shareholders  present or  represented  by proxy despite the absence of a quorum.
When a meeting of  shareholders  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


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adjourned  meeting  at which a quorum  shall be  present,  any  business  may be
transacted,  and any  corporate  action  may be  taken,  which  might  have been
transacted or taken if the meeting had been held as originally called.


SECTION 8.  Voting.

      Every  shareholder  of record  shall be entitled  at every  meeting of the
shareholders  to one vote for every  share of stock  standing in his name on the
record of  shareholders  of the  Corporation  unless  otherwise  provided in the
Certificate of  Incorporation  and amend ments thereto and except as provided in
Section 9 of this Article I. Every shareholder  entitled to vote at a meeting of
shareholders may authorize another person or persons to act for him by proxy. No
proxy shall be valid after the expiration of eleven months from the date thereof
unless otherwise  provided in the proxy. A list of shareholders as of the record
date certified by the officer  responsible  for its preparation or by a transfer
agent shall be available at every meeting of shareholders  and shall be produced
upon the request of any  shareholder,  and all persons who appear from such list
to be shareholders entitled to vote thereat may vote at such meeting.


SECTION 9.  Record Date.

      For the purpose of determining the  shareholders  entitled to notice of or
to vote at any meeting of shareholders or any adjournment thereof, or to express
consent to or dissent from any proposal without a meeting, 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 of  shareholders.  Such date shall not be more than sixty nor less
than ten days before the day of such meeting,  nor more than sixty days prior to
any other action.


                                  ARTICLE II.

                              BOARD OF DIRECTORS


SECTION 1.  Number and Qualifications.

      The number of  directors  constituting  the entire Board shall be not less
than  three nor more than ten.  The number of  directors  may be  increased,  or
decreased,  by  amendment  of the  by-laws  adopted by vote of a majority of the
entire Board of Directors.

      Each director shall be at least 18 years of age. No person who has reached
age 70 shall stand for election as a director.




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SECTION 2.  Election of Directors.

      Except as otherwise required by law or by the Certificate of Incorporation
as amended, and except as hereinafter  otherwise provided by Sections 5 and 6 of
this Article II,  directors shall be elected by a plurality of the votes cast at
the annual meeting of  shareholders by the holders of shares entitled to vote at
the  election   and  shall  hold  office  until  the  next  annual   meeting  of
shareholders.


SECTION 3.  Term of Office.

      Each director  shall,  except as hereinafter  provided in Section 4 and in
Section 6 of this Article II, hold office until the  expiration  of the term for
which he is elected and until his successor has been elected and qualified.


SECTION 4.  Resignation and Removal.

      Any director  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
and Chief  Executive  Officer or the Secretary.  The acceptance of a resignation
shall not be  necessary to make it effective  unless so specified  therein.  Any
director  may at any time,  with or  without  cause,  be  removed by vote of the
shareholders  at a special  meeting  called  for that  purpose.  When,  however,
pursuant to the provisions of the Certificate of Incorporation  as amended,  the
holders of the shares of any class or series,  voting as a class, have the right
to elect one or more  directors,  such  director or  directors so elected may be
removed only by the  applicable  vote of the holders of the shares of that class
or series, voting as a class.


SECTION 5.  Newly Created Directorships and Vacancies.

      Newly created  directorships  resulting  from an increase in the number of
directors  and  vacancies  occurring  in the Board for any  reason,  except  the
removal of directors  without cause,  and except as provided for in Section 6 of
this  Article II, may be filled by vote of a majority of the  directors  then in
office,  although less than a quorum exists. A vacancy occurring in the Board by
reason of the removal of a director without cause, may be filled only by vote of
the  shareholders,  subject  to the  provisions  of said  Section  6. A director
elected to fill a vacancy shall be elected to hold office for the unexpired term
of his predecessor, and until his successor is elected and qualified.


SECTION 6.  Election of Directors by Holders of Preferred Stock.

      Anything in the by-laws to the contrary notwithstanding: In case dividends
on any series of the serial  preferred  stock of the  Corporation at the rate or
rates  prescribed  for such series  shall not have been paid in full for periods
aggregating one year or more, than, and until full cumulative  dividends thereon
shall have been paid,  the  holders  of each such  series  shall have the right,
together with holders of all other serial preferred stock in respect


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                                   - 5 -


to which the same right shall be  conferred,  to elect a majority of the members
of the Board of Directors of the corporation. Whenever the holders of any series
of serial  preferred  stock  shall  become so  entitled,  either  separately  or
together with the holders of other serial preferred stock as aforesaid, to elect
a  majority  of the  members  of the Board of  Directors,  and upon the  written
request of the holders of record of at least five percent of the total number of
shares of serial  preferred stock then outstanding and entitled to such right of
election,  addressed to the Secretary of the  Corporation,  a special meeting of
the holders of serial preferred stock entitled to such right of election and the
holders of Common  Stock shall be called for the purpose of electing  directors.
At such meeting the holders of serial  preferred stock and the holders of Common
Stock shall vote  separately,  and the holders of serial preferred stock present
in person or by proxy at such meeting shall be entitled to elect, by a plurality
of votes cast by them,  a majority of the members of a new Board of Directors of
the  corporation,  and the holders of Common Stock present in person or by proxy
shall be entitled to elect,  by a plurality of votes cast by them, the remainder
of the new Board of  Directors.  The  persons  so  elected  as  directors  shall
thereupon constitute the Board of Directors of the Corporation, and the terms of
office of the previous  directors of the Corporation shall thereupon  terminate.
The term "a majority of the members of Board of  Directors" as herein used shall
mean one more than one half of the total number of directors provided for by the
by-laws,  regardless of the number then in office,  and in case one half of such
number  shall not be a whole  number,  such one half  shall be the next  smaller
whole  number.  In the event of any vacancy in the Board of Directors  among the
directors  elected by the holders of serial preferred stock, such vacancy may be
filled by the  other  directors  elected  by them,  and if not so filled  may be
filled  by the  holders  of  serial  preferred  stock  entitled  to the right of
election as aforesaid  at a special  meeting of the holders of said stock called
for that purpose, and such a meeting shall be called upon the written request of
at least five  percent of the total number of shares of serial  preferred  stock
then outstanding and entitled to such right of election.  If and when,  however,
full cumulative dividends upon any series of the serial preferred stock shall at
any  subsequent  time be paid,  then and thereupon  such power of the holders of
such series of serial  preferred  stock to vote in the election of a majority of
the members of the Board of Directors shall cease;  subject,  however,  to being
again revived at any subsequent  time if there shall again be default in payment
of dividends upon such series of serial preferred stock for periods  aggregating
one year or more as aforesaid.  Whenever such power of the holders of all series
of serial  preferred  stock to vote  shall  cease,  the  proper  officer  of the
Corporation  may and upon the  written  request of the holders of record of five
percent of the total  number of shares of Common  Stock then  outstanding  shall
call a special  meeting  of the  holders  of Common  Stock  for the  purpose  of
electing  directors.  At any meeting so called, the holders of a majority of the
Common Stock then outstanding,  present in person or by proxy, shall be entitled
to elect, by a plurality of votes, a new Board of Directors of the  Corporation.
The persons so elected as  directors  shall  thereupon  constitute  the Board of
Directors of the Corporation,  and the terms of office of the previous directors
of the Corporation shall thereupon terminate.




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                                   - 6 -


SECTION 7.  Regular Meetings.

      The  directors  shall hold a regular  annual  meeting for the  election of
officers as soon as practicable  after the  adjournment of the Annual Meeting of
the shareholders,  and, in addition,  regular meetings of the directors shall be
held at such times as the Board of Directors  may by  resolution  determine.  No
notice of the Annual  Meeting  shall be required if held  immediately  after the
Annual Meeting of the shareholders and if a quorum is present.


SECTION 8.  Special Meetings.

      Special meetings of the directors may be called by (i) the Chairman of the
Board  of  Directors  and  Chief  Executive  Officer  or,  (ii) in the  absence,
unavailability,  or  inability  to act of the  Chairman  of the  Board and Chief
Executive Officer, by the President and Chief Operating Officer and one director
of the  Corporation,  or (iii) by any two directors at any time upon the written
request of the Secretary on behalf of the two directors.


SECTION 9.  Notice and Place of Meetings.

      Regular  meetings  shall be held at such place or places  either within or
without  the State of New York as the Board of  Directors  may from time to time
determine.  Special meetings shall be held at such place or places either within
or without the State of New York as may be specified in the  respective  notices
of the  meetings.  Except as provided in Section 7 of this Article II, notice of
any regular or special meeting of the directors shall be mailed to each director
addressed  to him at his  residence or usual place of business at least two days
before the day on which the  meeting  is to be held,  or shall be sent to him at
such place by telegraph,  or be delivered personally or by telephone,  not later
than the day before the day on which the meeting is to be held.


SECTION 10.  Business Transacted at Meetings.

      Any  business  may be  transacted  and any  corporate  action taken at any
regular or special meeting of the directors  whether stated in the notice of the
meeting or not.


SECTION 11.  Quorum and Manner of Acting.

      A majority  of the  directors  in office at the time of any meeting of the
Board shall  constitute a quorum and, except as by law otherwise  provided,  the
act of a  majority  of the  directors  present at any such  meeting,  at which a
quorum is present,  shall be the act of the Board of Directors.  In the event it
is necessary to obtain a quorum,  and only in such event,  at the  discretion of
the presiding Board member,  any one or more members of the Board may be present
and participate in a meeting of the Board 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.  In the absence of a quorum, the
directors present


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                                   - 7 -


may adjourn the meeting  from time to time until a quorum be had.  Notice of any
adjourned  meeting need not be given other than by  announcement at the meeting.
The directors shall act only as a Board and the individual  directors shall have
no power as such.


SECTION 12.  Compensation.

      The   compensation   of  the  directors,   other  than  employees  of  the
Corporation, for services as directors and as members of committees of the Board
shall be as fixed by the Board from time to time.  Such directors  shall also be
reimbursed  for  expenses  incurred in  attending  meetings of the Board  and/or
committees thereof.


SECTION 13.  Indemnification of Officers and Directors.

      A.  General Applicability

      Except  to the  extent  expressly  prohibited  by the  New  York  Business
Corporation Law, the Corporation 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 Corporation, 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  Corporation  has given its prior consent to such settlement or other
disposition.

      b.  Scope of Indemnification

      The  Corporation  promptly shall advance or reimburse upon request,  after
receipt by the  Corporation  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 Corporation  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.



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      c.  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 II, the Corporation 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
Corporation  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 Corporation,
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.

      d.  Survival of Indemnification

      Anything in these By-Laws to the contrary notwithstanding,  no elimination
or amendment of this Article II 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 II 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.

      e.  Inability to Limit Indemnification

      The  Corporation  shall not,  except by  elimination  or amendment of this
Article II in a manner  consistent  with the preceding  Section 13D and with the
provisions of Article IX ("Amendments"), 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  II. The
indemnification  of any person  provided by this Article II shall continue after
such person has ceased to be a Director or Officer of the  Corporation and shall
inure to the benefit of such person's heirs, executors, administrators and legal
representatives.

      f.  Severability

      In case any  provision in this Article II shall be  determined at any time
to be  unenforceable  in any respect,  the other  provisions  of this Article II
shall not in any way be affected or impaired thereby, and the affected provision
shall be given the fullest possible  enforcement in the circumstances,  it being
the intention of the  Corporation 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.



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                                   - 9 -


SECTION 14.  Committees of the Board.

      The Board,  by resolution  adopted by a majority of the entire Board,  may
designate  from  among its  members,  in  addition  to the  Executive  Committee
provided  for in Article III of these  By-Laws,  committees  of the Board,  each
consisting of three or more  directors,  and each of which shall have the powers
and duties prescribed in the resolution designating such committees. Anything in
these By-Laws or in the resolution  designating  such committees to the contrary
notwithstanding,  in the event it is necessary  to obtain a quorum,  and only in
such event, at the discretion of the presiding committee member, any one or more
members  of any  committee  of the Board of  Directors  may  participate  in any
meeting  of such  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.

                              EXECUTIVE COMMITTEE


SECTION 1.  How Constituted and Powers.

      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  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.
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 2.  Removal and Resignation.

      Any member of the Executive Committee,  except a member ex officio, may be
removed at any time with or without cause,  by resolution  adopted by a majority
of the entire  Board.  Any member of the  Executive  Committee may resign at any
time.  Such  resignation  shall be 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  and Chief  Executive  Officer  or the
President  and  Chief  Operating  Officer  or  Secretary.  The  acceptance  of a
resignation  shall not be  necessary  to make it  effective  unless so specified
therein.  Any person  ceasing to be a  director  shall ipso facto  cease to be a
member of the Executive Committee.





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                                   - 10 -


SECTION 3.  Filling of Vacancies.

      Any vacancy among the members of the Executive  Committee  occurring  from
any cause whatsoever may be filled from among the directors by a majority of the
entire Board of Directors.


SECTION 4.  Quorum.

      A majority of the members of the Executive  Committee  shall  constitute a
quorum. The act of a majority of the members of the Executive  Committee present
at any  meeting at which a quorum is present  shall be the act of the  Executive
Committee.  The members of the Executive Committee shall act only as a committee
and the individual members thereof shall have no powers as such.


SECTION 5.  Record of Proceedings, etc.

      The Executive  Committee  shall keep a record of its acts and  proceedings
and shall report the same to the Board of Directors when and as required.


SECTION 6.  Organization, Meetings, etc.

      The Executive Committee shall make such rules as it may deem expedient for
the regulation and carrying on of its meetings and proceedings.


SECTION 7.  Compensation of Members.

      The  members  of  the  Executive  Committee  shall  be  entitled  to  such
compensation as may be allowed them by resolution of the Board of Directors.




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                                   - 11 -


                                  ARTICLE IV.

                                   OFFICERS


SECTION 1.  Election.

      The Board of  Directors,  at its regular  annual  meeting,  shall elect or
appoint  from  their  number a  Chairman  of the  Board of  Directors  and Chief
Executive  Officer and 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 a President and Chief Operating Officer, one or more Vice
Presidents,  a Secretary, a Treasurer,  and a Controller which officers shall be
officers of the Corporation. Each of said officers, subject to the provisions of
Sections 2 and 3 of this  Article,  shall hold  office,  if  elected,  until the
meeting of the Board following the next Annual Meeting of shareholders and until
his successor  has been elected and  qualified,  or, if appointed,  for the term
specified in the  resolution  appointing  him and until his  successor  has been
elected or  appointed.  Any two or more  offices may be held by the same person,
except the offices of President and Secretary. Should any of the officers of the
Board or the President  cease to be a director,  he shall ipso facto cease to be
such officer.


SECTION 2.  Removal.

      Any officer may be removed  summarily with or without cause at any time by
resolution  of the Board of  Directors,  or,  except in the case of any  officer
elected by the Board of  Directors,  by any  committee or officer upon whom such
power of removal may be conferred by the Board of Directors,  without prejudice,
however, to any rights which any such person may have by contract.


SECTION 3.  Resignation of Officers.

      Any  officer  may  resign  at any time by  giving  written  notice of such
resignation to the Board of Directors, its Chairman and Chief Executive Officer,
the President and Chief Operating Officer or Secretary of the Corporation.  Such
resignation shall take effect at the time specified  therein,  or, if no time be
specified,  at the time of its receipt by the Board of  Directors  or one of the
above-named  officers of the Corporation.  The acceptance of a resignation shall
not be necessary to make it effective unless so specified therein.


SECTION 4.  Filling of Vacancies.

      A vacancy in any office, from whatever cause arising,  shall be filled for
the  unexpired  portion of the term in the manner  provided in these by-laws for
the regular election or appointment of such officer.




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                                   - 12 -


SECTION 5.  Compensation.

      The  compensation of the officers shall be fixed by the Board of Directors
or by any  committee  or superior  officer upon whom power in that regard may be
conferred by the Board of Directors.


SECTION 6.  Chairman of the Board of Directors and Chief Executive Officer.

      The Chairman of the Board of Directors 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.


SECTION 7.  Vice Chairman of the Board of Directors.


      In the  absence  of the  Chairman  of the  Board  of  Directors,  the Vice
Chairman shall,  when present,  preside at all meetings of the  shareholders and
the Board of Directors. He shall have such powers and perform such duties as the
Chairman of the Board of Directors and Chief Executive Officer shall delegate to
him.


SECTION 8.  President and Chief Operating Officer.

      The President and Chief Operating Officer shall,  subject to the authority
of the Chairman of the Board of Directors and Chief Executive Officer,  have the
power and perform the duties  usually  appertaining  to the  President and Chief
Operating Officer of a corporation, and such power and duties as the Chairman of
the Board of Directors and Chief Executive Officer shall assign to him.


SECTION 9.  The Vice Presidents.

      The Vice  Presidents  shall  have such  duties as may from time to time be
assigned to them by the Board of Directors or the President and Chief  Operating
Officer,  or by the  Chairman  of the Board and Chief  Executive  Officer in the
President and Chief Operating  Officer's absence.  When performing the duties of
the President and Chief  Operating  Officer,  they shall have all the powers of,
and be subject to all the restrictions upon, the President.





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                                   - 13 -


SECTION 10.  The Treasurer.

      The Treasurer shall:

      (a)   Except as  otherwise  ordered by the Board,  have charge and custody
            of, and be  responsible  for all  funds,  securities,  receipts  and
            disbursements  of the Corporation and shall deposit,  or cause to be
            deposited,  all money and other valuable effects in its name in such
            banks, trust companies or other depositaries as shall be selected in
            accordance with these by-laws;

      (b)   Receive and give receipts for payments made to the Corporation and
            take and preserve proper receipts for all monies disbursed by it;

      (c)   In general,  perform  such  duties as are  incident to the office of
            Treasurer,  or as may be from  time to time  assigned  to him by the
            Board of  Directors,  the Chairman of the Board and Chief  Executive
            Officer or the President and Chief Operating  Officer,  or as may be
            prescribed by law or by these by-laws.

      The Treasurer shall give to the Corporation a bond if, and in such sum as,
required by the Board of Directors,  conditioned for the faithful performance of
the  duties  of  his  office  and  the  restoration  to the  Corporation  at the
expiration  of his  term of  office,  or in case of his  death,  resignation  or
removal from office, of all books, papers,  vouchers, money or other property of
whatever kind, in his possession belonging to the Corporation.


SECTION 11.  Controller.

      The Controller shall:

      (a)   Keep at the office of the  Corporation  correct  books of account of
            all its business and  transactions,  subject to the  supervision and
            control of the President and Chief Operating Officer and Treasurer;

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

      (c)   Render  a  full   statement  of  the  financial   condition  of  the
            Corporation  whenever  requested so to do by the Board of Directors,
            the  Chairman  of the  Board  and  Chief  Executive  Officer  or the
            President and Chief Operating Officer; and

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





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                                   - 14 -


SECTION 12.  The Secretary.

      The Secretary shall:

      (a)   Keep the minutes of the meetings of the shareholders, Board of
            Directors and Executive Committee in books provided for the purpose;

      (b)   See that all notices are duly given in accordance with the
            provisions of these by-laws or as required by law;

      (c)   Be  custodian  of the seal of the  Corporation  and see that it or a
            facsimile  thereof  is affixed  to all stock  certificates  prior to
            their issue,  and that it is affixed to all  documents the execution
            of which under the seal of the  Corporation  is duly  authorized  or
            which require that the seal be affixed thereto;

      (d)   Have charge of the stock  certificate  books of the  Corporation and
            keep,  or cause to be kept, at the office of the  Corporation  or at
            the  office  of  its  transfer  agent  or  registrar,  a  record  of
            shareholders of the Corporation,  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; and

      (e)   In general,  perform  such  duties as are  incident to the office of
            Secretary,  or as may be from  time to time  assigned  to him by the
            Board of  Directors,  the Chairman of the Board and Chief  Executive
            Officer or the  President  and Chief  Operating  Officer,  or as are
            prescribed by law or by these by-laws.


SECTION 13.  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
and Chief  Executive  Officer or the President and Chief  Operating  Officer and
shall hold office for such terms as may be  designated by the Board of Directors
or the officer or committee appointing them.




<PAGE>


                                   - 15 -


                                  ARTICLE V.

                     CONTRACTS, LOANS, BANK ACCOUNTS, ETC.


SECTION 1.  Contracts, etc., How Executed.

      The Board of Directors, except as in these by-laws otherwise provided, 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
Corporation,  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  Corporation by
any  contract  or  engagement  or to pledge  its  credits or to render it liable
pecuniarily for any purpose or to any amount.


SECTION 2.  Loans.

      No  loans  shall  be  contracted  on  behalf  of  the  Corporation  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
Corporation  may effect loans and advances  for the  Corporation  from any bank,
trust company or other institution,  or from any firm, corporation or individual
and for such loans and advances may make,  execute and deliver promissory notes,
bonds or other evidences of indebtedness of the corporation.  When so authorized
any officer or agent of the Corporation,  as security for the payment of any and
all loans,  advances,  indebtedness  and  liabilities  of the  Corporation,  may
pledge,  hypothecate  or  transfer  any and all  stocks,  securities  and  other
personal property at any time held by the Corporation,  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 3.  Checks, Drafts, etc.

      All  checks,  drafts or other  orders for the  payment of money,  notes or
other evidence of indebtedness  issued in the name of the  Corporation  shall be
signed by the  Treasurer or such other  officer or officers,  agent or agents of
the  Corporation  and in such manner as shall from time to time be determined by
resolution of the Board of Directors.




<PAGE>


                                   - 16 -


SECTION 4.  Deposits.

      All funds of the  Corporation  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  Corporation  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  Corporation  may be endorsed,  assigned  and  delivered by the
President and Chief Operating  Officer or a Vice President,  or the Treasurer or
the Secretary,  or by any officer,  agent or employee of the Corporation to whom
any of said  officers,  or the Board of  Directors,  by  resolution,  shall have
delegated such power.


SECTION 5.  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.


                                  ARTICLE VI.

                                 CAPITAL STOCK


SECTION 1.  Issue of Certificates of Stock.

      Certificates  for shares of the capital stock of the Corporation  shall be
in such form as shall be  approved  by the  Board of  Directors.  They  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 and Chief Executive  Officer or by the
President and Chief Operating 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 Corporation or a facsimile  thereof.  The signatures of the
officers  upon  a  certificate   may  be  facsimiles  if  the   certificate   is
countersigned  by a transfer  agent or registered by a registrar  other than the
Corporation itself or its employee.


SECTION 2.  Transfer of Stock.

      Shares of the capital stock of the  Corporation  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  Corporation  shall  be
appropriately  cancelled.  A person in whose name  shares of stock  stand on the
books of the  Corporation  shall be deemed  the owner  thereof  as  regards  the
Corporation.  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.


<PAGE>


                                   - 17 -


SECTION 3.  Lost, Destroyed and Mutilated Certificates.

      The holder of any stock of the Corporation  shall  immediately  notify the
corporation of any loss, destruction or mutilation of the certificates therefor.
The  Corporation  may  issue a new  certificate  of  stock  in the  place of any
certificate theretofore issued by it alleged to have been lost or destroyed, and
the Board of Directors may, in its discretion,  require the owner of the lost or
destroyed  certificate or his legal  representatives  to give the  Corporation a
bond in such sum and with  such  surety  or  sureties,  as they may  require  to
indemnify the  Corporation,  and any  registrar or transfer  agent of its stock,
against any claim that may be made against it by reason of the issue of such new
certificate and against all other liability in the premises.


                                 ARTICLE VII.

                           DIVIDENDS, SURPLUS, ETC.


SECTION 1.  General Discretion of Directors.

      The Board of  Directors  shall have the power from time to time to fix and
determine  and to vary the amount of  working  capital  of the  Corporation,  to
determine  whether any and, if any, what dividends shall be declared and paid to
the shareholders,  to fix the date or dates for the payment of dividends, and to
fix a time,  not  exceeding 50 days  preceding the date fixed for the payment of
any  dividend,  as a date for the  determination  of  shareholders  entitled  to
receive  payment  of such  dividend.  When  any  dividend  is paid or any  other
distribution  is made,  in whole or in part,  from  sources  other  than  earned
surplus,  it shall be accompanied by a written notice (1) disclosing the amounts
by which such  dividend or  distribution  affects  stated  capital,  surplus and
earned surplus,  or (2) if such amounts are not determinable at the time of such
notice,  disclosing the  approximate  effect of such dividend or distribution as
aforesaid and stating that such amounts are not yet determinable.



<PAGE>


                                   - 18 -


                                 ARTICLE VIII.

                           MISCELLANEOUS PROVISIONS


SECTION 1.  Fiscal Year.

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


SECTION 2.  Waiver of Notice.

      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  protesting prior to the conclusion of the meeting the lack of notice of
such meeting,  shall  constitute a waiver of notice by him.  Notice of a meeting
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.  Whenever the
Corporation 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,  by his
attorney-in-fact, submit a signed waiver of notice of such requirements.


SECTION 3.  Notices.

      Whenever by the by-laws any written  notice is required to be given to any
shareholder,  director  or  officer,  the same may be  given,  unless  otherwise
required by law and except as  hereinbefore  otherwise  expressly  provided,  by
delivering it personally to him or by mailing or  telegraphing  it to him at his
last known post  office  address.  Where a notice is mailed or  telegraphed,  it
shall be deemed to have been given at the time it is mailed or telegraphed.


SECTION 4.  Examination of Books.

      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.




<PAGE>


                                   - 19 -


SECTION 5.  Gender.

      Words used in these  by-laws  importing the male gender shall be construed
to include the female gender, wherever appropriate.


                                  ARTICLE IX.

                                  AMENDMENTS


SECTION 1.  Amendment by Directors.

      The Board of Directors  shall have the power without the assent or vote of
the shareholders to adopt by-laws, and except as hereinafter provided in Section
2 of this Article,  and subject to such limitations as may be imposed by law, to
rescind,  alter,  amend or repeal by a vote of a majority of the whole Board any
of the by-laws, whether adopted by the Board or by the shareholders.


SECTION 2.  Amendment by Shareholders.

      The shareholders  shall have power to rescind,  alter, amend or repeal any
by-laws and to adopt  by-laws  which,  if so  expressed,  may not be  rescinded,
altered, amended or repealed by the Board of Directors.



<PAGE>