EXHIBIT (3)(ii)1)


                                   BY-LAWS

                            CH ENERGY GROUP, INC.

                            POUGHKEEPSIE, NEW YORK

                                    INDEX

                                                                          PAGE

ARTICLE I     MEETINGS OF SHAREHOLDERS

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

ARTICLE II    BOARD OF DIRECTORS

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


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                                                                          PAGE

ARTICLE II    BOARD OF DIRECTORS (Continued)

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

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

ARTICLE IV    OFFICERS AND THEIR DUTIES

Section 4.1   Officers...................................................  12
Section 4.2   Term of Office; Resignation; Removal; Vacancies............  12
Section 4.3   Powers and Duties..........................................  13
Section 4.4   Salaries...................................................  13
Section 4.5   Chairman...................................................  13
Section 4.6   Vice Chairman..............................................  13
Section 4.7   President..................................................  14
Section 4.8   Vice President.............................................  14
Section 4.9   Secretary..................................................  14
Section 4.10  Treasurer..................................................  15
Section 4.11  Controller.................................................  15
Section 4.12  Other Officers.............................................  15


                                     (ii)

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                                                                          PAGE

ARTICLE V     SHARES CERTIFICATED SHARES

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

ARTICLE VI    INDEMNIFICATION

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

ARTICLE VII   OTHER MATTERS

Section 7.1   Books to be Kept...........................................  18
Section 7.2   Corporate Seal.............................................  19
Section 7.3   When Notice or Lapse of Time Unnecessary...................  19
Section 7.4   Contracts, etc., How Executed..............................  19
Section 7.5   Loans......................................................  19
Section 7.6   Deposits...................................................  20
Section 7.7   General and Special Bank Accounts..........................  20
Section 7.8   Fiscal Year................................................  20

ARTICLE VIII  AMENDMENTS TO BY-LAWS

Section 8.1   By Directors...............................................  20
Section 8.2   By Shareholders............................................  21


                                   (iii)

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                                  ARTICLE I
                           MEETINGS OF SHAREHOLDERS

      SECTION 1.1     ANNUAL MEETINGS

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

      SECTION 1.2     SPECIAL MEETINGS

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

      SECTION 1.3     PLACE OF MEETINGS

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

      SECTION 1.4     PRESIDING AT MEETINGS

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

      SECTION 1.5     QUORUM

      Holders of a majority of the votes of the shares of the  Company  entitled
to vote must be present, in person or by proxy, at each shareholders' meeting to
constitute  a quorum at such  meeting.  When a  specified  item of  business  is
required to be voted on by a class or series,  voting as a class, the holders of
a majority of the votes of the shares of such class or series shall constitute a
quorum for the transaction of such specified item of business.  When a quorum is
once  present  to  organize  a  meeting,  it is not  broken  by  the  subsequent
withdrawal of any shareholders.

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

      SECTION 1.6     ADJOURNMENT

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

      SECTION 1.7     NOTICE OF MEETINGS

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

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

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

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

      SECTION 1.8     WAIVER AND CONSENT

      Notice  of  meeting  need not be given to any  shareholder  who  submits a
signed  waiver of

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notice,  in person or by proxy,  whether  before or after the meeting.  The
attendance  of any  shareholder  at a  meeting,  in person or by proxy,  without
objecting to the lack of notice of such meeting  prior to the  conclusion of the
meeting, shall constitute a waiver of notice by such shareholder.

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

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

      SECTION 1.9     FIXING RECORD DATE

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

      SECTION 1.10    LIST OF SHAREHOLDERS AT MEETINGS

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

      SECTION 1.11    PROXIES

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

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

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execution.

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

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

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

      SECTION 1.12    NOTICE OF SHAREHOLDER BUSINESS AND NOMINATIONS

      A.   Annual Shareholders' Meetings

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

      (2) For  nominations  or other  business to be properly  brought before an
annual  meeting by a  shareholder  pursuant to clause (c) of paragraph  A.(1) of
this Section 1.12,  the  shareholder  must have given timely  notice  thereof in
writing to the Secretary of the Company and such other  business must  otherwise
be a proper matter for shareholder action. To be timely, a shareholder's

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

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

      B.  Special Shareholders' Meetings

      Only such business shall be conducted at a special  shareholders'  meeting
as shall have been brought before the meeting  pursuant to the Company's  notice
of meeting. Nominations of persons for election to the Board of Directors may be
made at a special  shareholders'  meeting at which  Directors  are to be elected
pursuant to the  Company's  notice of meeting (a) by or at the

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direction  of the  Board of  Directors  or (b)  provided  that the Board of
Directors has determined that Directors shall be elected at such meeting, by any
shareholder  of the Company who is a shareholder of record at the time of giving
of notice  provided  for in this  Section  1.12 who is  entitled  to vote at the
meeting and who complies  with the notice  procedures  set forth in this Section
1.12.  In the event the Company  calls a special  shareholders'  meeting for the
purpose of electing one or more  Directors to the Board of  Directors,  any such
shareholder  may nominate a person or persons (as the case may be), for election
to such  position(s)  as specified in the  Company's  notice of meeting,  if the
shareholder's  notice  required by paragraph A.(2) of this Section 1.12 shall be
delivered to the Secretary at the principal executive offices of the Company not
earlier than the close of business on the 90th day prior to such special meeting
and not later than the close of  business  on the later of the 60th day prior to
such  special  meeting  or the  10th  day  following  the  day on  which  public
announcement or other disclosure (in a public filing or otherwise) is first made
of the date of the special meeting and of the nominees  proposed by the Board of
Directors  to  be  elected  at  such  meeting.  In no  event  shall  the  public
announcement of an adjournment of a special  meeting  commence a new time period
for the giving of a shareholder's notice as described above.

      C.  General

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

      (2) For purposes of this Section 1.12,  "public  announcement"  shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
Company with the Securities and Exchange  Commission pursuant to Section 13, 14,
or 15(d) of the Exchange Act.

      (3)  Notwithstanding  the  foregoing  provisions  of this Section  1.12, a
shareholder  shall also comply with all applicable  requirements of the Exchange
Act and the rules and  regulations  thereunder  with  respect to the matters set
forth in this Section  1.12.  Nothing in this Section 1.12 of Article I shall be
deemed  to affect  any  rights  (i) of  shareholders  to  request  inclusion  of
proposals  in the  Company's  proxy  statement  pursuant to Rule 14a-8 under the
Exchange  Act or (ii) of the holders of any series of  Preferred  Stock to elect
Directors under specified circumstances.

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      SECTION 1.13    INSPECTORS OF ELECTIONS

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

      SECTION 1.14    VOTE OF SHAREHOLDERS

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

                                  ARTICLE II
                              BOARD OF DIRECTORS

      SECTION 2.1     NUMBER OF DIRECTORS

      The affairs of this  Company  shall be managed by no less than one (1) nor
more  than  twenty-five  (25)  Directors  as fixed by  resolution  adopted  by a
majority of the entire Board.  Each director  shall be at least 18 years of age.
No person who has reached age 70 shall stand for election as a Director.

      SECTION 2.2     ELECTIONS, TERMS AND VACANCIES

      The Board of  Directors  shall be divided  into three  classes  designated
Class I, Class II and Class III. Such classes shall be as nearly equal in number
as the then total number of Directors  constituting the entire Board permits. At
the first  annual  meeting  of  shareholders,  or any  special  meeting  in lieu
thereof,  Class I, Class II and Class III  Directors  shall be elected for terms
expiring at the next succeeding  annual meeting,  the second  succeeding  annual
meeting and the

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

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

      SECTION 2.3     MEETINGS OF THE BOARD

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

      SECTION 2.4     NOTICE AND ADJOURNMENT

      Notice  of each  special  meeting  of the  Board  shall  be  given to each
director  either  by mail not  later  than  noon,  New York  time,  on the fifth
business day prior to the meeting or by telegram, by facsimile transmission,  by
written  message or orally to the Directors not later than noon,  New York time,
on the day prior to the meeting.  Notices  shall be deemed to have been given by
mail when  deposited  in the United  States  mail,  by  telegram  at the time of
filing, by facsimile transmission upon confirmation of receipt, and by messenger
at the time of delivery by the messenger.  Notices by mail, telegram,  facsimile
transmission  or  messenger  shall be sent to each  Director  at the  address or
facsimile number designated by him or her for that purpose, or, if none has been
so designated, at his or her last known residence or business address. Notice of
a  meeting  of the  Board of  Directors  need not be given to any  Director  who
submits a signed waiver of notice  whether  before or after the meeting,  or who
attends the meeting without  protesting,

                                      8

<PAGE>

prior thereto or at its  commencement,  the lack of notice to him or her. A
notice or waiver of notice  need not  specify  the purpose of any meeting of the
Board of Directors. A majority of the Directors present, whether or not a quorum
is present,  may adjourn  any meeting to another  time and place.  Notice of any
adjournment  of a meeting to another  time or place shall be given in the manner
described  above  to the  Directors  who  were  not  present  at the time of the
adjournment and, unless such time and place are announced at the meeting, to the
other Directors.

      SECTION 2.5     QUORUM

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

      SECTION 2.6     UNANIMOUS WRITTEN CONSENT

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

      SECTION 2.7     RESIGNATION OF DIRECTORS

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

      SECTION 2.8     REMOVAL OF DIRECTORS

      Subject to the rights of any class or series of stock  having a preference
over the Common  Stock as to dividends or upon  liquidation  to elect  Directors
under specified circumstances,  any Director may be removed from office only for
cause by a vote of the shareholders entitled to vote thereon.

      SECTION 2.9     COMPENSATION OF DIRECTORS

      Members of the Board shall receive such fees and  compensation  fixed from
time to time by the Board and shall be reimbursed  for  reasonable  expenses for
attending Board Meetings.

                                      9

<PAGE>

      SECTION 2.10    TIME AND PLACE OF MEETINGS

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

      SECTION 2.11    SPECIAL MEETINGS

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

      SECTION 2.12    TELEPHONIC MEETINGS

      Any one or more  members  of the Board or any  committee  of the Board may
participate  in a meeting  of the Board or  committee  by means of a  conference
telephone or similar communications equipment allowing all persons participating
in the meeting to hear each other at the same time;  and  participation  by such
means shall constitute presence in person at a meeting.

                                 ARTICLE III
                                  COMMITTEES

      SECTION 3.1     ORGANIZATION AND AUTHORITY

      The Board of Directors,  by resolution adopted by a majority of the entire
Board,  may designate  from among its members,  such  committees as the Board of
Directors may from time to time  determine,  including the committee  created by
Section 3.2 of this Article III, each consisting of three or more Directors, and
each of which,  to the extent  provided  in the  resolution,  shall have all the
authority of the Board, except that no such committee shall have authority as to
(1) the  submission  to  shareholders  of any action  that  needs  shareholders'
approval; (2) the filling of vacancies in the Board or in any committee thereof;
(3) the fixing of  compensation  of the Directors for serving on the Board or on
any  committee  thereof;  (4) the  amendment  or repeal of the  By-Laws,  or the
adoption of new By-Laws;  (5) the  amendment or repeal of any  resolution of the
Board which,  by its terms,  shall not be so amendable  or  repealable;  (6) the
fixing  or  changing  of  the  size  of  the  Board;   or  (7)  the  removal  or
indemnification of Directors.  In the event of the absence of any member(s) from
a meeting of a committee,  replacements may be made from Directors designated as
alternate  members of such committee by the Board.  The Chairman of the Board of
Directors,  or in his absence or should he so direct,  the President,  or in his
absence, a Vice President, if such officers are members of the committee,  shall
preside at meetings of the committee,  otherwise the presiding  officer shall be
designated by majority vote of the committee. Vacancies in the membership of the
committee  shall be filled by the Board of  Directors  at a regular  or  special
meeting  of the Board of  Directors.  Unless  the Board of  Directors  otherwise
provides,  each  committee  designated by the Board may adopt,  amend and repeal
rules for the conduct of its business.

                                      10

<PAGE>

     SECTION 3.2     EXECUTIVE COMMITTEE
      There shall be an Executive  Committee of two (2) or more of the Directors
to be designated by the Board, which, together with the Chairman of the Board of
Directors  and the  President,  shall  constitute  an Executive  Committee.  The
Executive  Committee shall have and may exercise all of the authority and powers
of the Board  subject to  limitations  prescribed by law or these  by-laws.  The
Secretary of the Company shall be the Secretary of the Executive Committee.

      SECTION 3.3     ACTION BY A COMMITTEE

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

      SECTION 3.4     QUORUM

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

      SECTION 3.5     REPORTS TO BOARD OF DIRECTORS

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

      SECTION 3.6     COMPENSATION OF COMMITTEE MEMBERS

      Members  of   committees   of  the  Board  shall  receive  such  fees  and
compensation as fixed from time to time by the Board and shall be reimbursed for
reasonable expenses for attending committee meetings.

      SECTION 3.7     RESIGNATION AND REMOVAL OF COMMITTEE MEMBERS

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

                                      11
<PAGE>



      SECTION 3.8     UNANIMOUS WRITTEN CONSENT

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

      SECTION 3.9     PLACE OF COMMITTEE MEETINGS

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

      SECTION 3.10    NOTICE

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

                                  ARTICLE IV
                          OFFICERS AND THEIR DUTIES

      SECTION 4.1     OFFICERS

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

      SECTION 4.2     TERM OF OFFICE; RESIGNATION; REMOVAL;
                      VACANCIES

      Except as otherwise  provided in the  resolution of the Board of Directors
electing or appointing  any officer,  all officers shall be elected or appointed
to hold office  until the meeting of the Board of Directors  following  the next
succeeding  annual meeting of  shareholders.  Each officer shall hold office for
the term for  which he or she is  elected  or  appointed,  and  until his or

                                      12

<PAGE>

her successor has been elected or appointed and qualified.  Any officer may
resign at any time by giving  written  notice to the Board or to the Chairman of
the  Board of  Directors,  if any,  or the  President  or the  Secretary  of the
Company.  Such resignation shall take effect at the time specified therein,  and
unless otherwise  specified  therein no acceptance of such resignation  shall be
necessary to make it effective. Any officer may be removed by the Board, with or
without cause, at any time. Removal of an officer without cause shall be without
prejudice  to his or her contract  rights,  if any,  with the  Company,  but the
election  or  appointment  of an  officer  shall not of itself  create  contract
rights.   Any  vacancy  occurring  in  any  office  of  the  Company  by  death,
resignation, removal or otherwise may be filled for the unexpired portion of the
term by the Board.

      SECTION 4.3     POWERS AND DUTIES

      The  officers of the Company  shall have such  authority  and perform such
duties in the  management  of the Company as may be  prescribed  by the Board of
Directors  and, to the extent not so prescribed,  as generally  pertain to their
respective  offices,  subject to the control of the Board.  Securities  of other
companies  held by the  Company may be voted by any  officer  designated  by the
Board and, in the absence of any such designation,  by the Chairman of the Board
of Directors, the President, any Vice President, the Secretary or the Treasurer.
The Board may require any  officer,  agent or employee to give  security for the
faithful performance of his duties.

      SECTION 4.4     SALARIES

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

      SECTION 4.5     CHAIRMAN OF THE BOARD OF DIRECTORS

      The  Chairman of the Board of Directors  shall  preside at all meetings of
the shareholders and the Board of Directors at which he or she shall be present.
When the  Chairman  of the  Board of  Directors  is also  designated  the  Chief
Executive  Officer,  he or she shall have general and active  management  of the
business of the Company and shall see that all orders and  policies of the Board
of Directors are carried into effect.

      SECTION 4.6     VICE CHAIRMAN

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

                                      13

<PAGE>

      SECTION 4.7     PRESIDENT

      In the  absence  of a  Chairman  of the Board of  Directors  or should the
Chairman of the Board of Directors so direct,  the  President  shall  preside at
meetings of the  shareholders  and of the Board of  Directors at which he or she
shall be present.  In the case of the Chairman of the Board of Directors  having
been designated as Chief Executive Officer,  the President shall (subject to the
direction of the Chairman of the Board of Directors)  exercise  general  control
and supervision over all the affairs of the Company and generally do and perform
those duties as usually  appertain to the office of the President,  or which may
be assigned to him or her by the Board of Directors. Should there be no Chairman
of the Board of Directors or should the President be designated  Chief Executive
Officer of the Company,  the President shall have general and active  management
of the business of the Company and shall see that all orders and policies of the
Board of Directors are carried into effect; and the salaries of all employees of
the  Company,  other than  officers,  shall be  regulated  by him or her. If the
office  of the  Chairman  of the  Board  of  Directors  is  vacated,  due to the
incumbent's  death,  retirement,  or inability  to act, or should the  Directors
elect to leave such office vacant,  the President  shall be the Chief  Executive
Officer  and shall  assume all the duties as  outlined  in  Section  4.5,  until
directed otherwise by the Board of Directors.

      SECTION 4.8     VICE PRESIDENT

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

      SECTION 4.9     SECRETARY

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

                                      14

<PAGE>

      SECTION 4.10    TREASURER

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

      SECTION 4.11    CONTROLLER

      The Controller shall:

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

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

      (c) Render a full  statement  of the  financial  condition  of the Company
whenever requested so to do by the Board of Directors, the Chairman of the Board
or the President; 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 or the President.

      SECTION 4.12    OTHER OFFICERS

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

                                      15

<PAGE>


be  designated  by the  Board of  Directors  or the  officer  or  committee
appointing them.


                                  ARTICLE V
                                    SHARES
                             CERTIFICATED SHARES

      SECTION 5.1     CERTIFICATES, REGISTRAR AND TRANSFER AGENT

      Certificates  for shares of the capital  stock of the Company  shall be in
such  form as  shall  be  approved  by the  Board of  Directors.  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  or by  the  President  or a Vice
President, and by the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer, and sealed with the seal of the Company.

      SECTION 5.2     AUTHORIZATION OF FACSIMILE SIGNATURES AND SEAL

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

      SECTION 5.3     TRANSFER OF CERTIFICATED SHARES

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

      SECTION 5.4     LOST, STOLEN OR DESTROYED SHARE CERTIFICATES

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

                                      16

<PAGE>

                                  ARTICLE VI
                               INDEMNIFICATION

      SECTION 6.1     GENERAL APPLICABILITY

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

      SECTION 6.2     SCOPE OF INDEMNIFICATION

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

      SECTION 6.3     OTHER INDEMNIFICATION PROVISIONS

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

                                     17

<PAGE>

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

      SECTION 6.4     SURVIVAL OF INDEMNIFICATION

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

      SECTION 6.5     INABILITY TO LIMIT INDEMNIFICATION

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

      SECTION 6.6     SEVERABILITY

      In case any  provision in this Article VI shall be  determined at any time
to be  unenforceable  in any respect,  the other  provisions  of this Article VI
shall not in any way be affected or impaired thereby, and the affected provision
shall be given the fullest possible  enforcement in the circumstances,  it being
the  intention  of the  Company to afford  indemnification  and  advancement  of
expenses to its Directors or Officers, acting in such capacities or in the other
capacities mentioned herein, to the fullest extent permitted by law.

                                 ARTICLE VII
                                OTHER MATTERS

      SECTION 7.1     BOOKS TO BE KEPT

      The  Company  shall keep (a)  correct  and  complete  books and records of
account, (b) minutes of the proceedings of the shareholders,  Board of Directors
and  Executive  Committee,  if any, and (c) a current list of the  Directors and
Officers and their  residence  addresses.  The 

                                      18

<PAGE>

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

      SECTION 7.2     CORPORATE SEAL

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

      SECTION 7.3     WHEN NOTICE OR LAPSE OF TIME UNNECESSARY

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

      SECTION 7.4     CONTRACTS, ETC., HOW EXECUTED.

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

      SECTION 7.5     LOANS.

      No loans shall be  contracted  on behalf of the Company and no  negotiable
paper shall be issued in its name, unless authorized by the vote of the Board of
Directors.  When so  authorized,  any officer or agent of the Company may effect
loans and  advances  for the  Company  from any

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bank,  trust  company or other  institution,  or from any firm,  Company or
individual  and for such  loans and  advances  may  make,  execute  and  deliver
promissory notes, bonds or other evidences of indebtedness of the Company.  When
so authorized  any officer or agent of the Company,  as security for the payment
of any and all loans, advances, indebtedness and liabilities of the Company, may
pledge,  hypothecate  or  transfer  any and all  stocks,  securities  and  other
personal  property  at any time held by the  Company,  and to that end  endorse,
assign and  deliver  the same.  Such  authority  may be general or  confined  to
specific instances.  The Board of Directors may authorize any mortgage or pledge
of, or the creation of a security  interest in, all or any part of the corporate
property, or any interest therein, wherever situated.

      SECTION 7.6.    DEPOSITS.

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

      SECTION 7.7     GENERAL AND SPECIAL BANK ACCOUNTS.

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

      SECTION 7.8     FISCAL YEAR.

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


                                 ARTICLE VIII
                            AMENDMENTS TO BY-LAWS

      SECTION 8.1     BY DIRECTORS

      By-laws may be adopted, amended, or repealed or new By-laws may be adopted
by the vote of a majority  of the entire  Board of  Directors  at any regular or
special  meeting of the Board at which a quorum is present;  provided,  however,
that any  adoption  of,  amendment  to or repeal of any new By-law or  provision
inconsistent with Article I (Section 1.2 - "Special meetings",  1.4 - "Presiding
at  Meetings"  or 1.12 - "Notice  of  Shareholder  Business  and  Nominations"),
Article II (Section 2.1 - "Number of  Directors",  2.2 -  "Elections,  Terms and
Vacancies" or 2.8 - 

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<PAGE>

"Removal of  Directors"),  Article VI -  "Indemnification"  or this Article
VIII -"Amendments to By-Laws" hereof,  if by action of the Board,  shall be only
upon the  approval of not less than  two-thirds  of the entire Board at any such
regular or special meeting of the Board of Directors.

      SECTION 8.2     BY SHAREHOLDERS

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




11/10/98


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