Exhibit 3(b)











                        RAYTECH CORPORATION

                        AMENDED AND RESTATED
                              BY-LAWS






                     As Adopted April 18, 2001










<PAGE>
                        RAYTECH CORPORATION
                        AMENDED AND RESTATED
                              BY-LAWS

                         TABLE OF CONTENTS

                                                          Page
ARTICLE I.    Stockholders

    Sec. 1.1  Annual Meeting ...........................    1
    Sec. 1.2  Special Meetings .........................    2
    Sec. 1.3  Record Date for Meetings and
              Other Purposes ...........................    2
    Sec. 1.4  Notice of Meetings .......................    4
    Sec. 1.5  Quorum ...................................    5
    Sec. 1.6  Voting ...................................    5
    Sec. 1.7  Presiding Officer and Secretary ..........    6
    Sec. 1.8  Proxies ..................................    7
    Sec. 1.9  List of Stockholders .....................    7
    Sec. 1.10 Written Consent of Stockholders
              in Lieu of Meeting .......................    8

ARTICLE II.   Directors

    Sec. 2.1  General Powers ...........................    9
    Sec. 2.2  Number of Directors ......................    9
    Sec. 2.3  Election and Term of Directors ...........    9
    Sec. 2.4  Vacancies and Newly Created
              Directorships ............................   10
    Sec. 2.5  Resignation ..............................   11
    Sec. 2.6  Removal ..................................   11
    Sec. 2.7  Meetings .................................   11
    Sec. 2.8  Quorum and Voting ........................   12
    Sec. 2.9  Appointment and Powers of Committees
              of the Board of Directors ................   13
    Sec. 2.10 Notices and Meetings of the Committees ...   15
    Sec. 2.11 Quorum and Actions by Committees .........   15
    Sec. 2.12 Resignations from Committees .............   15
    Sec. 2.13 Written Consent of Directors in
              Lieu of a Meeting ........................   15
    Sec. 2.14 Compensation of Directors ................   16
    Sec. 2.15 Contracts and Transactions Involving
              Insiders .................................   16
    Sec. 2.16 Participation of Meeting by
              Conference Telephone, etc. ...............   17

                            (i)


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ARTICLE III.  Officers, Agents and Employees

    Sec. 3.1  Appointment and Term of Office ...........   18
    Sec. 3.2  Resignation and Removal ..................   19
    Sec. 3.3  Compensation and Bond ....................   19
    Sec. 3.4  Chairman of the Board ....................   19
    Sec. 3.5  President ................................   20
    Sec. 3.6  Vice Presidents ..........................   21
    Sec. 3.7  Treasurer ................................   22
    Sec. 3.8  Secretary ................................   22
    Sec. 3.9  Financial Officer ........................   23
    Sec. 3.10 Assistant Treasurers .....................   23
    Sec. 3.11 Assistant Secretaries ....................   23
    Sec. 3.12 Delegation of Duties .....................   24
    Sec. 3.13 Loans to Officers and Employees;
              Guaranty of Obligations of Officers
              and Employees ............................   24

ARTICLE IV.   Mandatory Retirement

    Sec. 4.1  Mandatory Retirement of
              Officers and Directors ...................   24

ARTICLE V.    Indemnification

    Sec. 5.1  Indemnification of Directors, Officers,
              Employees and Agents .....................   25

ARTICLE VI.   Capital Stock

    Sec. 6.1  Certificates .............................   27
    Sec. 6.2  Transfers of Stock .......................   27
    Sec. 6.3  Lost, Stolen or Destroyed Certificates ...   28

ARTICLE VII.  Seal

    Sec. 7.1  Seal .....................................   28

ARTICLE VIII. Waiver of Notice

    Sec. 8.1  Waiver of Notice .........................   29

ARTICLE IX.   Checks, Notes, Drafts, Etc.

    Sec. 9.1  Checks, Notes, Drafts, etc. ..............   30

ARTICLE X.    Amendments

    Sec. 10.1 Amendments ...............................   30



                          (ii)

                        AMENDED AND RESTATED

                              BY-LAWS
                                 OF
                         RAYTECH CORPORATION

   These By-Laws are hereby amended and restated for the purpose
of compliance with Raytech Corporation's ("Corporation") Second
Amended Plan of Reorganization (the "Plan of Reorganization") as
confirmed by the United States Bankruptcy Court for the District of
Connecticut in Chapter 11 Case No. 5-89-00293.

                             ARTICLE I
                            Stockholders


        Section 1.1   Annual Meeting.  Except as otherwise
provided in Section 1.10 of these By-Laws, an annual meeting of
stockholders of the Corporation for the election of directors and
for the transaction of such other business as may properly come
before the meeting shall be held at such time and date as may be
fixed by the Corporation's Board of Directors ("Board of
Directors").  The Annual Meeting in each year shall be held at
such place within or without the State of Delaware as may be
fixed by the Board of Directors or, if not so fixed, at the
principal business office of the Corporation at Four Corporate
Drive, Suite 295, Shelton, Connecticut 06484.

        Section 1.2  Special Meetings.  A special meeting of the
stockholders of the Corporation entitled to vote on any business
to be considered at any such meeting may be called by the Board
of Directors, Chairman of the Board, if there is one, the
President or any Vice President.  Upon the written request of the
holders of not less than one-fifth of the voting power of all
shares entitled to vote at the meeting, the President shall call
a special meeting of the stockholders for the purpose specified
in such request and shall cause notice thereof to be given.  If
the President shall not, within fifteen days after the receipt of
such stockholder's request, so call such meeting, such
stockholders may call the same. Special meetings shall be held at
such place within or without the State of Delaware as may be
specified in the notice thereof.

        Section 1.3   Record Date for Meetings and Other
Purposes.  For the purpose of determining the stockholders
entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive
payment of any dividend or other distribution or allotment of any
rights, or entitled to exchange any rights in respect of any
change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance,
a date as the record date for any such determination of
stockholders. Such date shall not be more than 60 nor less than
10 days before the date of such meeting, nor more than 60 days
prior to any proposed action.  Only such stockholders as shall be
stockholders of record on the date so fixed shall be entitled to
notice of, and to vote at, such meeting and any adjournment
thereof, or to give such consent, or to receive payment of such
dividend or other distribution, or to exercise such rights in
respect of any such change, conversion or exchange of stock, or
to participate in such action, as the case may be,
notwithstanding any transfer of any stock on the books of the
Corporation after any record date so fixed.
          If no record date is fixed by the Board of Directors,
(1) the record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the date on which
notice is given, or if notice is waived by all stockholders
entitled to vote at the meeting, at the close of business on the
day next preceding the day on which the meeting is held, (2) the
record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting, when no
prior action by the Board of Directors is necessary, shall be at
the close of business on the day on which the first written
consent is expressed by the filing thereof with the Corporation
as provided in Section 1.10 of these By-Laws, and (3) the record
date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.
          A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to
adjournment of the meeting, provided, that the Board of Directors
may fix a new record date for the adjourned meeting.

        Section 1.4   Notice of Meetings.  Unless otherwise
provided by law, and unless notice is waived in writing by all
stockholders entitled to vote at a meeting, a written notice of
each meeting of stockholders shall be given to each stockholder
of record entitled to vote at such meeting, by leaving such
notice with him or at his residence or usual place of business,
or by mailing such notice addressed to him at his last-known post
office address as last shown on the stock records of the
Corporation, postage prepaid, not less than 10 days nor more than
60 days before the date of the meeting.  Each notice of a meeting
of stockholders shall state the place, day and hour of the
meeting, and in the case of a special meeting, the purpose or
purposes for which the meeting is called.
        When a meeting is adjourned to another time or place, it
shall not be necessary to give 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 only such business is transacted as might
have been transacted at the original meeting.  However, if the
adjournment is for more than 30 days, or 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 not
less than 10 days nor more than 60 days before the date of the
meeting to each stockholder of record entitled to vote at the
meeting.

        Section 1.5   Quorum.  Except as otherwise provided by
law or by the Corporation's Certificate of Incorporation or by
these By-Laws in respect of the vote required for a specified
action, at any meeting of stockholders, the holders of a majority
of the outstanding stock entitled to vote thereat, either present
or represented by proxy, shall constitute a quorum for the
transaction of any business, but the stockholders present,
although less than a quorum, may adjourn the meeting to another
time or place and, except as provided in the last paragraph of
Section 1.4 of these By-Laws, notice need not be given of the
adjourned meeting.  Except as otherwise provided by the
Corporation's Certificate of Incorporation or these By-Laws,
where a separate vote by class if required, the affirmative vote
of the majority of shares of such class present in person or
represented by proxy at the meeting shall be the act of such
class.

        Section 1.6  Voting.  Whenever directors are to be
elected by the stockholders, they shall be elected by a plurality
of the votes cast at the meeting by the stockholders entitled to
vote.  Whenever any corporate action, other than the election of
directors, is to be taken by vote of the stockholders, it shall,
except as otherwise required by law or by the Corporation's
Certificate of Incorporation or by these By-Laws, be authorized
by a majority of the votes cast at the meeting by the
stockholders entitled to vote thereon.
        Except as otherwise provided by law, or by the
Corporation's Certificate of Incorporation, each stockholder of
record of the Corporation entitled to vote on any matter at any
meeting of stockholders shall be entitled to one vote for each
share of such stock standing in the name of such holder on the
stock ledger of the Corporation on the record date for the
determination of the stockholders entitled to vote at the meeting.
       Upon the demand of any stockholder entitled to vote, the
vote for directors or the vote on any other matter at a meeting
shall be by written ballot, but otherwise the method of voting and
the manner in which votes are counted shall be discretionary with
the presiding officer at the meeting.

        Section 1.7   Presiding Officer and Secretary.  At any
meeting of the stockholders if none of the Chairman of the Board,
if there is one, nor the President nor a Vice President nor a
person designated by the Board of Directors to preside at the
meeting shall be present, the stockholders shall appoint a
presiding officer for the meeting.  If neither the Secretary nor
an Assistant Secretary be present, the appointee of the person
presiding at the meeting shall act as Secretary of the meeting.

        Section 1.8   Proxies.  Each stockholder entitled to vote
at a meeting of stockholders or to express consent or dissent to
corporate action in writing without a meeting may authorize
another person or persons to act for him by proxy, but no such
proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period.  Every proxy
shall be signed by the stockholder or by his duly authorized
attorney.

        Section 1.9   List of Stockholders.  The officer who has
charge of the stock ledger of the Corporation shall prepare and
make, at least 10 days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting,
arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of
each stockholder.  Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least 10 days prior to
the meeting, either at a place within the city where the meeting
is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting
is to be held.  The list shall also be produced and kept at the
time and place of the meeting during the whole time thereof, and
may be inspected by any stockholder who is present.
     The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list
required by this Section or the books of the Corporation, or to
vote in person or by proxy at any meeting of stockholders.

     Section 1.10  Written Consent of Stockholders in Lieu of
Meeting.  Any action required by statute to be taken at any annual
or special meeting of stockholders of the Corporation, or any
action which may be taken at any annual or special meeting of the
stockholders, may be taken without a meeting, without prior notice
and without a vote, if a consent in writing, setting forth the
action so taken, shall be signed by the stockholders having not
less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted.  Prompt written
notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to those
stockholders who have not consented in writing.  Any such written
consent may be given by one or any number of substantially
concurrent written instruments of substantially similar tenor
signed by such stockholders, in person or by attorney or proxy
duly appointed in writing, and filed with the Secretary or an
Assistant Secretary of the Corporation.  Any such written consent
shall be effective as of the effective date thereof as specified
therein, provided that such date is not more than 60 days prior to
the date such written consent is filed as aforesaid, or, if no
such date is so specified, on the date such written consent is
filed as aforesaid.

                             ARTICLE II
                             Directors

        Section 2.1   General Powers.  The business, property and
affairs of the Corporation shall be managed by and under the
direction of its Board of Directors.

        Section 2.2   Number of Directors.  The Board of Directors
shall consist of not more than nine and not less than three
directors.

        Section 2.3   Election and Term of Directors.  On the
effective date of the Consummation of the Plan of Reorganization
("Effective Date"), each director shall be elected to hold office
until the annual meeting of stockholders held in the following year
and until his or her successor is elected and qualified.  At each
annual meeting of stockholders thereafter, or by written consent of
the stockholders entitled to vote thereon in lieu of such meeting,
the successors of those directors whose terms of office are then
expiring shall be elected to hold office for a term of one year and
until their respective successors shall be elected and shall
qualify.  Notwithstanding the aforesaid, on the Effective Date the
initial Board of Directors shall be constituted as follows:  one
director shall be appointed by the Equity Committee (as defined in
Section 1.1.42 of the Plan of Reorganization) and the remaining
directors shall be appointed by the Creditors' Committee (as
defined in Section 1.1.27 of the Plan of Reorganization), following
consultation with the Corporation, the Future Claimants'
Representative and the Governments (all as defined in sections
1.1.27, 1.1.47 and 1.1.48, respectively, of the  Plan of
Reorganization).  The director appointed by the Equity Committee
shall serve for a term of three years from the Effective Date;
provided, however, that such director's term will terminate earlier
upon sale by the Asbestos Personal Injury Settlement Trust (as
defined in Section 1.1.64 of the Plan of Reorganization) ("PI
Trust") of its entire interest in the stock of the Reorganized
Debtor provided the purchaser or purchasers have offered to
purchase all remaining shares of the Common Stock not held by the
PI Trust at the same price and upon the same terms and conditions
as offered to the PI Trust as set forth in section 7.11 of the
Plan of Reorganization.

        Section 2.4   Vacancies and Newly Created Directorships.
Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by
election at a meeting of stockholders or by written consent of the
stockholders entitled to vote thereon in lieu of a meeting or by a
majority of the Board of Directors then in office.  New directors
elected pursuant to the foregoing shall serve out the term of the
director he or she replaced.


<PAGE>
        Section 2.5   Resignation.  Any director may resign at any
time upon written notice to the Corporation.  Any such resignation
shall take effect at the time specified therein or, if the time be
not specified, upon receipt thereof, and the acceptance of such
resignation, unless required by the terms thereof, shall not be
necessary to make such resignation effective.

        Section 2.6   Removal. Any or all of the directors may be
removed at any time, only for cause, by affirmative vote at a
meeting or by written consent of a majority of the outstanding
shares of capital stock of the Corporation entitled to vote
generally for the election of directors (considered for this
purpose as one class).

        Section 2.7   Meetings.  Meetings of the Board of
Directors, regular or special, may be held at any place within or
without the State of Delaware.  An annual meeting of the Board of
Directors shall be held after each annual election of directors. If
such election occurs at an annual meeting of stockholders, the
annual meeting of the Board of Directors shall be held at the same
place and immediately following such meeting of stockholders, and
no notice thereof need be given.  If an annual election of
directors occurs by written consent in lieu of the annual meeting
of stockholders, the annual meeting of the Board of Directors shall
take place as soon after such written consent is duly filed with
the Corporation as if practicable, either at the next regular
meeting of the Board of Directors or at a special meeting.  The
Board of Directors may fix times and places for regular meetings of
the Board and no notice of such meetings need be given.  Special
meetings of the Board of Directors shall be held whenever called by
the Chairman of the Board, if there is one, the President, a Vice
President or any two or more directors.  Notice of each special
meeting shall be given by the Secretary or by a person calling the
meeting to each director by mailing the same, not later than the
second day before the meeting, or personally or by telefaxing,
        e-mailing or telephoning the same, not later than the day before the
meeting.

        Section 2.8   Quorum and Voting.  A majority of the total
number of directors shall constitute a quorum for the transaction
of business, but if there be less than a quorum at any meeting of
the Board of Directors, a majority of the directors present may
adjourn the meeting from time to time, and no further notice
thereof need be given other than announcement at the meeting which
shall be so adjourned.  Except as otherwise provided by law, by the
Corporation's Certificate of Incorporation or by these By-Laws, the
vote of a majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors.

        Section 2.9   Appointment and Powers of Committees of the
Board of Directors.  The Board of Directors may from time to time,
by resolution passed by three-fourths of the whole Board, designate
one or more committees, each committee to consist of one or more
directors of the Corporation.  The Board of Directors may designate
one or more directors as alternate members of any committee, who
may replace any absent or disqualified member at any meeting of the
committee.  The resolution of the Board of Directors may, in
addition or alternatively, provide that in the absence or
disqualification of a member of a committee, the member or members
thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.
Any such committee, to the extent provided in the resolution of the
Board of Directors, shall have and may exercise all the powers and
authority of the Board of Directors in the management of the
business and affairs of the Corporation, and may authorize the seal
of the Corporation to be affixed to all papers which may require
it, except as otherwise provided by law.  Unless the resolution of
the Board of Directors expressly so provides, no such committee
shall have the power or authority to declare a merger or other
business combination transaction, to sell all or substantially all
of the assets, to incur material amounts of debt, to declare a
dividend or to authorize the issuance of stock.  Any such committee
may adopt rules governing the method of calling and time and place
of holding its meetings.
The Board of Directors, by resolution adopted by a three-fourths
        of the whole Board, may
        (a)  fill any vacancy in any such committee;
        (b)  abolish any such committee at its pleasure; and
        (c)  remove any director from membership on such committee
at any time, with or without cause.
        Actions taken at a meeting of any such committee shall be
kept in a record of its proceedings which shall be reported to the
Board of Directors at its next meeting following such committee
meeting; except that, when the meeting of the Board of Directors is
held within two days after the committee meeting, such report
shall, if not made at the first meeting, be made to the Board of
Directors at its second meeting following such committee meeting.
        Notwithstanding any provision in these By-Laws to the
contrary, the provisions set forth in this Section may not be
amended, altered, changed or repealed in any respect, unless such
action is approved by the affirmative vote of holders of not less
than three-fourths of the outstanding shares entitled to vote
thereon, or by the affirmative vote of directors holding at least
three-fourths of the directorships.

        Section 2.10  Notices and Meetings of the Committees.
Meetings of any committee of the Board of Directors, regular or
special, may be held at any place within or without the State of
Delaware as such committee from time to time may fix or as shall be
specified in the respective notice or waivers of notice thereof,
but no notice of regular meetings need be given.  Notice of each
special meeting shall be given to each member of such committee by
mailing the same not later than the second day before the meeting,
or personally, or by telefaxing, e-mailing or telephoning the same,
not later than the date before the meeting.

        Section 2.11  Quorum and Actions by Committees.  Unless
otherwise provided by the Board of Directors, a majority of each
committee shall constitute a quorum for the transaction of business
and the vote of the majority of the members of such committee
present at which a quorum is present shall be the act of such
committee.

        Section 2.12  Resignations from Committees.  Any member of
a committee may resign by written notice to the Board of Directors.
A resignation shall be effective upon receipt thereof by the Board
or such subsequent time as shall be specified in the notice of
resignation.

        Section 2.13  Written Consent of Directors in Lieu of a
Meeting.  Any action required or permitted to be taken at any
meeting of the Board of Directors or of any committee thereof may
be taken without a meeting if all members of the Board of Directors
or of such committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of
proceedings of the Board of Directors or committee.


<PAGE>
        Section 2.14  Compensation of Directors.  The Board of
Directors may fix fees of directors, including reasonable allowance
for expenses actually incurred in connection with their duties.

        Section 2.15  Contracts and Transactions Involving
Insiders. No contract or transaction between the Corporation and
one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association, or
other organization in which one or more of its directors or
officers are directors or officers, or have a financial interest,
or beneficial interest as defined in Section 16 of the Securities
and exchange Act of 1934, shall be void or voidable solely for this
reason, or solely because, in the case of directors, the director
or officer is present at or participates in the meeting of the
Board of Directors or committee thereof which authorizes the
contract or transaction, or solely because his or their votes are
counted for such purpose, if: (1) the material facts as to his
relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of Directors or the committee,
and the Board of Directors or committee in good faith authorizes
the contract or transaction by the affirmative votes of a majority
of the disinterested directors, even though the disinterested
directors be less than a quorum; or (2) the material facts as to
his relationship or interest and as to the contract or transaction
are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically approved
in good faith by vote of the stockholders, provided in either case
that the contract or transaction is fair, as determined by the
Board of Directors, as to the Corporation as of the time it is
authorized, approved or ratified, by the Board of Directors, a
committee thereof, or the stockholders.  Common or interested
directors may be counted in determining the presence of a quorum at
a meeting of the Board of Directors or of a committee which
authorizes the contract or transaction.

        Section 2.16  Participation of Meeting by Conference
Telephone, Etc.  Members of the Board of Directors, or of any
committee designated by the Board, may participate in a meeting of
such Board or committee by means of teleconferencing, conference
telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and
participation in a meeting by such means shall constitute presence
in person at such meeting.


                            ARTICLE III
                   Officers, Agents and Employees

        Section 3.1   Appointment and Term of Office.  The officers
of the Corporation shall include a President, a Secretary, a
Treasurer and, if desired, a Chairman of the Board,  a Vice
Chairman, one or more Vice Presidents, a Financial Officer, one or
more Assistant Secretaries and one or more Assistant Treasurers.
The Board of Directors or a duly authorized committee thereof shall
designate, by resolution, a Chief Executive Officer and may
designate, by resolution, a Chief Financial Officer and a Chief
Operating Officer.  Any one or more Vice Presidents may be
designated as Executive Vice President or Senior Vice President.
The officers shall be elected or appointed by the Board of
Directors or a duly authorized committee thereof at the first
meeting of the Board of Directors or a committee thereof after the
Annual Meeting of stockholders in each year.  The Board or a
committee thereof may elect or appoint such officers, agents and
employees, who shall have such authority and perform such duties as
may be prescribed by the Board of Directors or committee.  Each
officer shall hold  office for the term for which he is elected or
appointed and until his successor is elected or appointed and has
qualified or until his earlier resignation or removal.  Any two or
more offices may be held by the same person, but no officer shall
execute, acknowledge or verify any instrument in more than one
capacity.

        Section 3.2  Resignation and Removal.  Any officer may
resign at any time upon written notice to the Corporation.  Any
officer, agent or employee of the Corporation may be removed by the
Board of Directors, or by a duly authorized committee thereof, with
or without cause at any time.  The Board of Directors or such a
committee thereof may delegate such power of removal as to
officers, agents and employees not appointed by the Board of
Directors or such a committee.  Such removal shall be without
prejudice to a person's contract rights, if any, but the
appointment of any person as an officer, agent or employee of the
Corporation shall not of itself create contract rights.

        Section 3.3  Compensation and Bond.  The compensation of
the officers, agents and employees who are not directors shall be
fixed by the Board of Directors, but this power may be delegated to
any officer, agent, or employee as to persons under his direction
or control.  The Corporation may secure the fidelity of any or all
of its officers, agents, or employees by bond or otherwise.

        Section 3.4   Chairman of the Board.  The Chairman of the
Board, if there is one, shall preside at all meetings of
stockholders and of the Board of Directors at which he or she is
present and shall have such other powers and duties as may be
delegated to him or her by the Board of Directors.  In the event
the Board of Directors, by resolution, shall designate the Chairman
of the Board as the Chief Executive Officer of the Corporation, in
addition to his or her other duties, the Chairman of the Board
shall have general direction of the affairs of the Corporation,
subject to the control of the Board of Directors, shall preside at
all meetings of the stockholders, may employ and discharge
employees and agents of the Corporation, except such as may be
 
<PAGE>
elected or appointed by the Board of Directors, and he or she may
delegate these powers.
        In his capacity as Chief Executive Officer, the Chairman of
the Board may vote the shares or other securities of any other
domestic or foreign corporation of any type or kind which may at
any time be owned by the Corporation, may execute any stockholders'
or other consents in respect thereof and may in his or her
discretion delegate such powers by executing proxies, or otherwise,
on behalf of the Corporation.  The Board of Directors, by
resolution from time to time, may confer like powers upon any other
person or persons.

        Section 3.5   President.  The President shall have
responsibility to the Chief Operating Officer of the Corporation
and such duties as from time to time may be assigned to him by the
Chief Executive Officer of the Corporation or the Board of
Directors.  In the absence or inability to act of the Chairman of
the Board, if there is one, the President shall perform all the
duties and shall  exercise any of the powers of the Chairman of the
Board.  The performance of any such duty by the President shall be
conclusive evidence of his power to act.

        In the event the Board of Directors, by resolution, shall
designate the President as the Chief Executive Officer of the
Corporation, the President shall have general direction of the
affairs of the Corporation, subject to the control of the Board of
Directors, shall preside at all meetings of the stockholders, and
may employ and discharge employees and agents of the Corporation,
except such as shall be appointed by the Board of Directors, and he
may delegate these powers.  In his capacity as Chief Executive
Officer the President may vote the shares or other securities of
any other domestic or foreign corporation of any type or kind which
may at any time be owned by the Corporation, may execute any
stockholders' or other consents in respect thereof and may in his
discretion delegate such powers by executing proxies, or otherwise,
on behalf of the Corporation.

        Section 3.6   Vice Presidents.  Each Vice President shall
have such powers and perform such duties as the Board of Directors
or the Chairman of the Board, if there is one, may from time to
time prescribe.  In the absence or inability to act of the Chairman
of the Board and President, unless the Board of Directors shall
otherwise provide, the Vice President may perform all the duties
and may exercise any of the powers of the Chairman of the Board and
the President.  The performance of any such duty by a  Vice
President shall be conclusive evidence of his power to act.

        Section 3.7  Treasurer.  The Treasurer shall have charge
of all funds and securities of the Corporation, shall endorse the
same for deposit or collection when necessary and deposit the same
to the credit of the Corporation in such banks or depositaries as
the Board of Directors may authorize.  He may endorse all
commercial documents requiring endorsements for or on behalf of the
Corporation and may sign all receipts and vouchers for payments
made to the Corporation.  He shall have all such powers and duties
as generally are incident to the position of Treasurer or as may be
assigned to him by the Chief Executive Officer or the Board of
Directors.

        Section 3.8   Secretary.  The Secretary shall record all
the proceedings of the meetings of the stockholders and directors
in a book to be kept for that purpose and shall also record therein
all action taken by written consent of the stockholders or
directors in lieu of a meeting.  He shall attend to the giving and
serving of all notices to stockholders and directors.  He shall
have charge of the seal of the Corporation and shall attest the
same by his signature whenever required.  He shall have charge of
the stock ledger and such other books and papers as the Board of
Directors may direct.  He shall have all such further powers and
duties as generally are incident to the position of Secretary or as
may be assigned to him by the Chief Executive Officer or the Board
of Directors.

        Section 3.9   Financial Officer.  The Financial Officer
shall be the accounting officer of the Corporation.  He shall keep
adequate and correct accounts of the Corporation's business
transactions.  In the absence or inability of the Treasurer to
act, the Financial Officer may perform all the duties and exercise
all the powers of the Treasurer.  He shall have all such powers
and duties as generally are incident to the position of Financial
Officer, or as may be assigned to him by the Chief Executive
Officer, the Treasurer or the Board of Directors.

        Section 3.10  Assistant Treasurers.  In the absence or
inability of the Treasurer and the Financial Officer to act, any
Assistant Treasurer may perform all the duties and exercise all
the powers of the Treasurer.  The performance of any such duty by
an Assistant Treasurer shall be conclusive evidence of his power
to act.   An Assistant Treasurer shall also perform such other
duties as the Treasurer or the Board of Directors may assign to
him.

        Section 3.11   Assistant Secretaries.  In the absence or
inability of the Secretary to act, any Assistant Secretary may
perform all the duties and exercise all the powers of the
Secretary.  The performance of any such duty by an Assistant
Secretary shall be conclusive evidence of his power to act.  An
Assistant Secretary shall also perform such other duties as the
Secretary or the Board of Directors may assign to him.

        Section 3.12.  Delegation of Duties.  In case of the
absence of any officer of the Corporation, or for any other reason
that the Board of Directors may deem sufficient, the Board of
Directors may confer for the time being the powers or duties, or
any of them, of such officer upon any other officer or upon any
director.

        Section 3.13  Loans to Officers and Employees; Guaranty of
Obligations of Officers and Employees.  The Corporation may lend
money to, or guarantee any obligation of, or otherwise assist any
officer or other employee of the Corporation or any subsidiary,
including any officer or employee who is a director of the
Corporation or any subsidiary, whenever, in the judgment of the
directors, such loan, guaranty or assistance may reasonably be
expected to benefit the Corporation.  The loan, guaranty or other
assistance may be with or without interest, and may be unsecured,
or secured in such manner as the Board of Directors shall approve,
including, without limitation, a pledge of shares of stock of the
Corporation.

                             ARTICLE IV
                        Mandatory Retirement

        Section 4.1  Mandatory Retirement of Officers and
Directors.  Each officer of the Corporation shall be required to
retire from his employment by the Corporation as such on the first
day of the calendar month following the month during which such
officer attains the age of 70 years.  Each director of the
Corporation shall be required to retire as a director of the
Corporation as of the first day of January of the year in which
such director attains the age of 70 years.  The Board of Directors
may waive such retirement of any officer or director.

                             ARTICLE V
                          Indemnification

        Section 5.1   Indemnification of Directors, Officers,
Employees and Agents. Any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (including any action or suit by
or in the right of the Corporation to procure a judgment in its
favor) by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall be indemnified by the
Corporation, if, as and to the extent authorized by applicable law
as it exists or may hereafter be amended, against expenses
(including attorney's fees and disbursements), judgments, fines
and amounts paid in settlement actually and reasonably incurred by
him in connection with the defense or settlement of such action,
suit or proceeding.  The indemnification and advancement of
expenses expressly provided by, or granted pursuant to, the laws
of the State of Delaware shall not be deemed exclusive of any
other rights to which any person seeking indemnification or
advancement of expenses may be entitled under any By-Law,
agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
     To the fullest extent permitted by the General Corporation
Law of the State of Delaware as the same exists or may hereafter
be amended, a director of the Corporation shall not be liable to
the Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, provided that nothing
contained in this Article shall eliminate or limit the liability
of a director (i) for any breach of the director's duty of loyalty
to the Corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a
knowing violation of the law, (iii) under Section 174 of the
General Corporation Law of the State of Delaware or (iv) for any
transaction from which the director derived an improper personal
benefit.



<PAGE>
                             ARTICLE VI
                            Common Stock

        Section 6.1  Certificates. Certificates for stock of the
Corporation shall be in such form as shall be approved by the
Board of Directors and shall be signed in the name of the
Corporation by the Chairman or a Vice Chairman of the Board of
Directors, if there be any, or the President or a Vice President,
and by the Treasurer or an Assistant Treasurer, or the Secretary
or an Assistant Secretary.  Such certificates may be sealed with
the seal of the Corporation or a facsimile thereof.  Any of or all
the signatures on a certificate may be a facsimile.  In case any
officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have
ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with
the same effect as if he were such officer, transfer agent or
registrar at the date of issue.

        Section 6.2  Transfers of Stock.  Transfers of stock shall
be made only upon the books of the Corporation by the holder, in
person or by duly authorized attorney, and on the surrender of the
certificate or certificates for such stock properly endorsed.  The
Board of Directors shall have the power to make all such rules and
regulations, not inconsistent with the Corporation's Certificate
of Incorporation and these By-Laws and the applicable laws, as the
Board of Directors may deem appropriate concerning the issue,
transfer and registration of certificates for stock of the
Corporation.  The Board may appoint one or more transfer agents
and one or more registrars with respect to the certificates
representing shares of stock of the Corporation, and may require
all such stock certificates to bear the signature of either or
both.

        Section 6.3  Lost, Stolen or Destroyed Certificates.  The
corporation may issue a new stock certificate in the place of any
certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the Corporation may require the owner of
the lost, stolen or destroyed certificate or his legal
representative to give the Corporation a bond sufficient to
indemnify it against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such
certificate or the issuance of any such new certificate.  The
Board of Directors may require such owner to satisfy other
reasonable requirements.


                            ARTICLE VII
                                Seal

        Section 7.1  Seal.  The seal of the Corporation shall have
inscribed thereon the name of the Corporation, the year of its
organization and the words "Corporate Seal, Delaware."  The
Corporation may use the seal by causing it or a facsimile thereof
to be impressed or affixed or reproduced in any manner.


                            ARTICLE VIII
                          Waiver of Notice

        Section 8.1  Waiver of Notice.  Whenever any notice of
time, place, purpose or any other matter, including any special
notice or form of notice, is required to be given by statute, or
under any provision of the Corporation's Certificate of
Incorporation or these By-Laws, a written waiver thereof, signed
by the person entitled to notice, whether before or after the time
stated therein, shall be equivalent to giving of such notice.  In
the case of a stockholder, such waiver of notice may be signed by
such stockholder's attorney or proxy duly appointed in writing.
Attendance of a person at a meeting shall constitute a waiver of
notice of such meeting, except when the person attends a meeting
for the express purpose of objecting at the beginning of the
meeting, to the transaction of any business because the meeting is
not lawfully called or convened.  Neither the business to be
transacted at, nor the purpose of, any regular or special meeting
of the stockholders, directors or members of a committee of
directors need be specified in any written waiver of notice unless
     
<PAGE>
so required by the Corporation's Certificate of Incorporation or
these By-Laws.


                             ARTICLE IX
                    Checks, Notes, Drafts, Etc.

        Section 9.1  Checks, Notes, Drafts, Etc.  Checks, notes,
drafts, acceptances, bills of exchange and other orders or
obligations for the payment of money shall be signed by such
officer or officers or person or persons as the Board of Directors
or a duly authorized committee thereof may from time to time
designate.

                             ARTICLE X
                             Amendments

        Section 10.1  Amendments.  Except as otherwise provided in
the Corporation's Certificate of Incorporation, the By-Laws or the
law of the State of Delaware, these By-Laws or any of them may be
altered or repealed, and new By-Laws may be adopted, by the
stockholders by majority vote at a meeting or by written consent
without a meeting, and the Board of Directors shall also have
power, by a majority vote of the whole Board of Directors, to
alter or repeal any of these By-Laws, and to adopt new By-Laws.