Exhibit 3.2


                      AMENDED BY-Laws (as of July 29, 1999)
                      -------------------------------------

                                       of

                 CCBT FINANCIAL COMPANIES, INC. (the "Company")



                                    ARTICLE I
                                Principal Office

         The  Company  shall  have  its  principal   office  in  the  County  of
Barnstable,  Massachusetts,  and may have branch offices at such place or places
as are permitted by law and authorized by the Board of Directors.

                                   ARTICLE II
                            Meetings of Stockholders

         Section 1. Annual Meeting. The annual meeting of the stockholders shall
be held on the fourth  Thursday  of April of each year at such time and place in
the County of Barnstable,  Massachusetts, as shall be determined by the Board of
Directors  and  specified  in the notice of the  meeting,  for the election of a
Clerk and a Board of Directors and the transaction of such other business as may
properly come before the meeting.

         If, for any cause,  the annual  meeting shall not be called and held as
hereinabove  prescribed,  a  special  meeting  shall  be  called  in the  manner
hereinbelow  provided in lieu of the annual meeting and for the purposes thereof
and for such  additional  purposes as shall be  specified  in the notice of said
special meeting.

         Section 2. Special  Meetings.  Special  meetings of stockholders may be
called by the Board of Directors.  Special meetings shall be called by the Clerk
or in case of the death,  absence,  incapacity  or refusal of the Clerk,  by any
other officer,  upon written application of one or more stockholders who hold at
least (i) 51% in interest of the capital stock  entitled to vote at such meeting
or (ii)  such  lesser  percentage,  if any,  (but not less than 40%) as shall be
determined to be the maximum  percentage  which the  Corporation is permitted by
applicable  law to establish  for the call of such a meeting.  Application  to a
court  pursuant  to Section  34(b) of Chapter  156B of the  General  Laws of the
Commonwealth  of  Massachusetts  requesting  the call of a  special  meeting  of
stockholders  because  none of the  officers  is able and willing to call such a
meeting may be made only by  stockholders  who hold at least (i) 51% in interest
of the  capital  stock  entitled  to vote at such  meeting  or (ii) such  lesser
percentage,  if any,  (but not less than 40%) as shall be  determined  to be the
maximum  percentage  which the  Corporation  is permitted by  applicable  law to
establish  for the call of such a  meeting.  The  hour,  date  and  place of any
special meeting and the record date for determining the stockholders  having the
right to notice of and to
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vote at such  meeting  shall be  determined  by the  Board of  Directors  or the
President.  At a special  meeting of  stockholders,  only such business shall be
conducted,  and only such  proposals  shall be acted  upon,  as shall  have been
stated in the written  notice of the  special  meeting  and  otherwise  properly
brought before the special meeting.  In order for a proposal by a stockholder to
be  properly  brought  before  a  special  meeting  of  the  stockholders,   the
application  to the  Clerk  for the  call  of  such  meeting  must  contain  the
information  required by the second paragraph of Section 3(A) of this Article II
with respect to proposals by stockholders to be considered at an Annual Meeting.


          Section 3.  Notice of Stockholder Business and Nominations.

                  A.  Annual Meetings of Stockholders.
                      --------------------------------

                           (1)  Nominations of persons for election to the Board
         of  Directors  of the  Corporation  and the  proposal of business to be
         considered  by the  stockholders  may be made at an annual  meeting  of
         stockholders (a) pursuant to the Corporation's  notice of meeting,  (b)
         by or at  the  direction  of  the  Board  of  Directors  or  (c) by any
         stockholder of the  Corporation  who was a stockholder of record at the
         time of giving of notice  provided for in this By-law,  who is entitled
         to vote at the meeting and who complied with the notice  procedures set
         forth in this By-law.

                           (2) For  nominations or other business to be properly
         brought  before an annual  meeting by a stockholder  pursuant to clause
         (c) of paragraph 1 of this Section 3.A, the stockholder must have given
         timely notice  thereof in writing to the Clerk of the  Corporation  and
         such other business must be a proper matter for stockholder  action. To
         be timely,  a  stockholder's  notice shall be delivered to the Clerk at
         the principal  executive  offices of the Corporation not later than the
         close  of  business  on the  90th day nor  earlier  than  the  close of
         business  on the  120th  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 stockholder to
         be timely must be so  delivered  not earlier than the close of business
         on the 120th day prior to such  annual  meeting  and not later than the
         close of  business  on the later of the 90th day  prior to such  annual
         meeting or the 10th day following the day on which public  announcement
         of the date of such meeting is first made. In no event shall the public
         announcement of an adjournment of an annual meeting commence a new time
         period for the giving of a  stockholder's  notice as  described  above.
         Such  stockholder's  notice shall set forth: (a) as to each person whom
         the  stockholder  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 stockholder  proposes to bring before the meeting,  a
         brief  description  of the  business  desired to be brought  before the
         meeting, the
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         reasons for  conducting  such  business at the meeting and any material
         interest in such business of such stockholder and the beneficial owner,
         if any,  on  whose  behalf  the  proposal  is  made;  and (c) as to the
         stockholder  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 stockholder, as they appear on the Corporation's books,
         and of such beneficial  owner,  and (ii) the class and number of shares
         of the Corporation  which are owned  beneficially and of record by such
         stockholder and such beneficial owner.

                           (3)  Notwithstanding  anything in the second sentence
         of  paragraph 2 of this By-law to the  contrary,  in the event that the
         number of  directors  to be  elected to the Board of  Directors  of the
         Corporation is increased and there is no public announcement naming all
         of the nominees for director or  specifying  the size of the  increased
         Board of Directors  made by the  Corporation at least 100 days prior to
         the  first  anniversary  of the  preceding  year's  annual  meeting,  a
         stockholder's  notice  required by this By-law 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  Clerk  at the
         principal executive offices of the Corporation not later than the close
         of  business  on the 10th day  following  the day on which such  public
         announcement is first made by the Corporation.

                  B. Special Meetings of Stockholders.  Only such business shall
be conducted  at a special  meeting of  stockholders  as shall have been brought
before the meeting pursuant to the Corporation's notice of meeting.  Nominations
of  persons  for  election  to the Board of  Directors  may be made at a special
meeting of  stockholders  at which  directors are to be elected  pursuant to the
Corporation's  notice  of  meeting  (a) by or at the  direction  of the Board of
Directors or (b) by any  stockholder of the  Corporation who is a stockholder of
record at the time of giving of notice provided for in this By-law, who shall be
entitled to vote at the meeting and who complies with the notice  procedures set
forth in this By-law.  In the event the  Corporation  calls a special meeting of
stockholders  for the purpose of electing one or more  directors to the Board of
Directors,  any such  stockholder  may nominate a person or persons (as the case
may be), for  election to such  position(s)  as  specified in the  Corporation's
notice of meeting,  if the stockholder's  notice required by paragraph 2 of this
By-law shall be delivered to the Clerk at the principal executive offices of the
Corporation  not  earlier  than the close of  business on the 120th day prior to
such  special  meeting  and not later than the close of business on the later of
the 90th day prior to such special  meeting or the 10th day following the day on
which public  announcement  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  stockholder's
notice as described above.

                  C. General.

                           (1) Only such persons who are nominated in accordance
         with the procedures set forth in this By-law shall be eligible to serve
         as directors and only such business  shall be conducted at a meeting of
         stockholders   as  shall  have  been  brought  before  the  meeting  in
         accordance  with the procedures set forth in this By-law.  If the Board
         of Directors  or a designated  committee  thereof  determines  that any
         stockholder
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         proposal or nomination  was not made in a timely  fashion in accordance
         with the provisions of this By-law or that the information  provided in
         a stockholder's notice does not satisfy the information requirements of
         this By-law in any material respect,  such proposal or nomination shall
         not be  presented  for action at the Annual  Meeting  in  question.  If
         neither the Board of Directors nor such committee makes a determination
         as to the validity of any  stockholder  proposal or  nomination  in the
         manner set forth above,  the  presiding  officer of the Annual  Meeting
         shall determine whether the stockholder proposal or nomination was made
         in accordance with the terms of this By-law.  If the presiding  officer
         determines that any stockholder  proposal or nomination was not made in
         a timely  fashion in accordance  with the  provisions of this By-law or
         that  the  information  provided  in a  stockholder's  notice  does not
         satisfy the  information  requirements  of this By-law in any  material
         respect,  such proposal or nomination shall not be presented for action
         at the  Annual  Meeting  in  question.  If the  Board of  Directors,  a
         designated committee thereof or the presiding officer determines that a
         stockholder  proposal or  nomination  was made in  accordance  with the
         requirements of this By-law,  the presiding officer shall so declare at
         the Annual Meeting and ballots shall be provided for use at the meeting
         with respect to such proposal or nomination.

                           (2)   For   purposes   of   this   By-law,    "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  Corporation  with the
         Securities and Exchange Commission  (including,  without limitation,  a
         Form 8- K) pursuant to Section 13, 14 or 15(d) of the Exchange Act.

                           (3) Notwithstanding the foregoing  provisions of this
         By-law,   a   stockholder   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  By-law.
         Nothing  in this  By-law  shall be deemed to affect  any  rights of (i)
         stockholders  to request  inclusion of  proposals in the  Corporation's
         proxy  statement  pursuant to Rule 14a-8 under the Exchange Act or (ii)
         the holders of any series of Preferred  Stock to elect  directors under
         specified circumstances.

         Section 4. Notice.  The Clerk shall give notice of every meeting of the
stockholders  by mailing,  postage  prepaid,  a written  notice thereof at least
seven days before the time fixed for the meeting to each  stockholder  of record
entitled to vote thereat  addressed to him at his address as appearing  upon the
books of the  Company.  The  notice  of each  meeting  shall set forth the time,
place, and purposes thereof.

         In the event of the absence, incapacity or refusal of the Clerk to call
or give notice of any annual meeting or any special meeting, such meeting may be
called by the President or by any other person designated for the purpose by the
Board of Directors, in the manner hereinabove prescribed.

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         Section 5. Method of Voting. Each holder of record of stock outstanding
and entitled to vote at a meeting,  if present in person or represented by valid
proxy  thereat,  shall  have one vote at such  meeting  for each  share of stock
outstanding and entitled to vote thereat held of record by such holder.  A proxy
may be appointed by an instrument in writing  signed by the  stockholder  or his
duly authorized  attorney or legal  representative but no proxy instrument which
is dated more than six months before the meeting named therein shall be accepted
and no such proxy instrument shall be valid after the final  adjournment of such
meeting.  All proxy instruments shall be filed with and verified by the Clerk of
the meeting before being voted.

         Election of Directors and Clerk shall be by ballot, and upon request of
any  stockholder  at any meeting,  the vote upon any question  properly  brought
before the meeting shall be by ballot.

         Section 6. Quorum. At any stockholders'  meeting a majority in interest
of the  shares  of  stock  of the  Company  outstanding  and  entitled  to vote,
represented  at the  meeting  by  stockholders  of record in person or by proxy,
shall constitute a quorum for the transaction of business at any meeting. When a
quorum is present at any meeting,  a majority of the stock  represented  thereat
and  entitled  to vote shall  decide any  question  brought up at such  meeting,
except  where a larger vote is required by express  provision of law or by these
By-laws or the Articles of Organization.

         Section 7. Adjournments. By vote of the holders of record of a majority
of the stock outstanding and entitled to vote at a meeting and present in person
or by proxy  thereat,  whether or not a quorum is present,  such  meeting may be
adjourned  finally or to  reconvene  to the same place or at such other place in
Barnstable  County and at such other time as shall be specified in such vote. No
notice of any such adjournment shall be required other than announcement of such
adjournment  at  the  meeting  or at  any  adjournment  thereof  at  which  such
adjournment is voted,  whether the adjournment is by vote of a quorum or of less
than a quorum.

         At any such  reconvened  meeting,  whether the  adjournment has been by
vote of a quorum or of less than a quorum, at which a quorum shall be present in
person or by  proxy,  any  business  may be  transacted  which  might  have been
transacted at the meeting as originally called.

         Section 8. Addresses of Stockholders.  Every  stockholder,  if and when
requested by the Clerk,  shall file with the Clerk an address at or to which all
notices may be served upon or mailed to such stockholder and, if no such address
is furnished,  notices may be addressed to such stockholder at any other address
of the stockholder  appearing upon the books of the Company as determined by the
Secretary.

                                   ARTICLE III
                       Directors, Officers and Committees

         Section 1.  Directors.  The Board of  Directors  of the  Company  shall
consist  of not less  than  six nor  more  than  sixteen  Directors  as fixed by
resolution adopted by the Board of Directors pursuant to these By-laws.

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         At  least  three-fourths  of the  Directors  shall be  citizens  of the
Commonwealth  and resident  therein.  Directors shall be nominated in accordance
with Section 3 of Article II.

         Section 2. Officers.  The officers of the Company shall be a President,
a Treasurer,  one or more Vice Presidents,  one or more Assistant Treasurers,  a
Clerk, and a Secretary of the Board of Directors,  and if the Board of Directors
so determines,  a Chairman of the Board of Directors, and such other officers as
shall be elected by the Board of Directors. The Chairman of the Board, if one is
elected, shall be a non-employee director.

         The Clerk  shall be a resident of the  Commonwealth.  One person may be
elected to and serve in more than one office  except that the  President may not
be either the Treasurer or the Clerk.

         Section  3.  Committees.  There  shall be an  Executive  Committee,  as
hereinafter  provided  for,  and  such  additional  committees  as the  Board of
Directors shall from time to time appoint.

         Section 4. Oath of Office. The Directors and officers shall be sworn to
the faithful  performance of their duties as prescribed by law and the Directors
shall take such additional oaths as shall be required by law.

                                   ARTICLE IV
                                    Elections

         Section 1.  Directors.  Except as hereinbelow  provided,  approximately
one-third of the Directors  shall be chosen by ballot at each annual  meeting of
the  stockholders or special meeting of the  stockholders  called in lieu of and
for purposes of the annual  meeting.  They shall serve for a term of three years
and until their successors are elected and have qualified,  providing,  however,
that a term of one or two years shall be  substituted  when  necessary to insure
that no person  serve as a Director  after the  annual  meeting  following  such
person's 72nd birthday.

         There  shall  be  three  classes  of  directors.  The  initial  Class I
Directors  shall serve for a term expiring at the annual meeting of stockholders
to be held in 1999,  the  initial  Class II  Directors  shall  serve  for a term
expiring  at the annual  meeting  of  stockholders  to be held in 2000,  and the
initial  Class III  Directors  shall  serve for a term  expiring  at the  annual
meeting of stockholders to be held in 2001. Those standing for re-election shall
be elected for a term of three years.

         Section 2. Officers. The President,  who shall be a member of the Board
of Directors,  the  Treasurer,  the Secretary of the Board of Directors,  and at
least one Vice  President  and one Assistant  Treasurer  shall be elected by the
Board of Directors at its organizational  meeting held after each annual meeting
of the stockholders or special meeting of the stockholders called in lieu of and
for the purposes of the annual  meeting.  The Board of Directors shall also have
power to elect such additional Vice Presidents,  Assistant  Treasurers and other
officers and agents  (other than the Clerk except in the event of a vacancy) and
a  Chairman  of the  Board as the  Board of  Directors  shall  from time to time
determine and to confer upon any such other officers and agents

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such titles as the Board of Directors  sees fit. All officers and agents elected
and  appointed by the Board of  Directors  shall hold their  respective  offices
during the pleasure of the Board of Directors.

         The Clerk  shall be  elected  by ballot at each  annual  meeting of the
stockholders  or special meeting of the  stockholders  called in lieu of and for
the purposes of the annual meeting. He shall serve until the next annual meeting
of the stockholders and until his successor is elected and has qualified.

         Section 3.  Resignations  and  Vacancies.  Any  Director or officer may
resign by giving  written  notice  to the  President,  the Clerk or the Board of
Directors,  and such resignation shall take effect as specified in the notice or
sooner at the pleasure of the Board of Directors.

         Vacancies in the Board of Directors or in any office shall be filled by
the Board of Directors  and in the event of a vacancy in the Board of Directors,
such  vacancy  shall be filled by the  remaining  members  of the Board  then in
office.  The person  chosen to fill any vacancy in the Board of  Directors or in
the office of Clerk shall hold office for the unexpired  portion of the term for
which his  predecessor was chosen and the person chosen to fill any other office
shall hold office during the pleasure of the Board of Directors.

                  Section 4. Removal of Directors.

                  (A) Removal by Directors.  A Director may be removed,  with or
without cause, by vote of a majority of the Directors then in office.

                  (B)  Removal  by  Stockholders.   Stockholders  may  remove  a
Director only with cause and only by the affirmative vote of at least two-thirds
of the total votes which  would be  eligible to be cast by  stockholders  in the
election of such Director.

         For purposes of this Section 4, "cause," with respect to the removal of
any Director  shall mean only (i)  conviction of a felony,  (ii)  declaration of
unsound mind by order of court, (iii) gross dereliction of duty, (iv) commission
of any action  involving moral  turpitude,  or (v) commission of an action which
constitutes  intentional misconduct or a knowing violation of law if such action
in either event results both in an improper  substantial  personal benefit and a
material  injury to the  Corporation.  A Director  may be removed for cause only
after  reasonable  notice and  opportunity to be heard before the body proposing
removal.



                                    ARTICLE V
                     Powers and Duties of Board of Directors

         Section 1. Regular Meetings.  The Board of Directors shall hold regular
meetings  at least once in each fiscal  quarter,  and at such other times as the
Board shall from time to time  determine,  upon such day,  at such time,  and at
such  place as the Board  shall  from time to time  determine.  No notice of any
regular meeting shall be necessary.

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         Section 2. Special Meetings. Special meetings of the Board of Directors
shall be held whenever called by the Clerk, or other officer  designated for the
purpose by the Board, at the request of the Chairman of the Board, the President
or a majority of the Board of Directors, and at such time and place and for such
purposes  as shall  be  stated  in such  request  consistently  with  these  and
applicable  provisions  of  law.  An  organizational  meeting  of the  Board  of
Directors may be held immediately after the annual meeting of stockholders.

         Notice of the time and place of any special  meeting  shall be given by
the Clerk or other officer  calling the meeting orally or in writing at least 24
hours before the time fixed for the meeting.  Except as otherwise provided below
in this Section 2, notice mailed to a Director at his usual place of business or
residence  at least 24 hours  before  the time  fixed for the  meeting  shall be
sufficient.  Any notice  received  by a Director in time to enable him to attend
the meeting concerning which notice is given shall be likewise  sufficient as to
that meeting.  Any meeting shall be legal without notice if each Director waives
such notice by a writing filed with the records of the meeting  either before or
after the holding  thereof.  Except as may be otherwise  prescribed  by law, any
business  whatsoever may be transacted at a meeting of the Board although it may
not have been specified in the notice of the meeting.

         Section 3.  Quorum.  A majority of the  Directors at the time in office
shall  constitute a quorum for the  transaction of business at any meeting.  The
vote of a majority  of the  Directors  present at any  meeting  when a quorum is
present shall be sufficient for action at such meeting.

         A majority of the Directors present at any meeting,  although less than
a quorum,  may adjourn the  meeting  finally or from time to time.  No notice of
such adjournment  other than announcement at the meeting or at an adjournment at
which such adjournment is voted shall be necessary.

         Section  4.  Powers.  The Board of  Directors  shall  have the  general
management  and direction of the  property,  business and affairs of the Company
and all its trusts and  undertakings  and may exercise all powers of the Company
except  such  as are  expressly  reserved  to  the  stockholders  by  applicable
provisions of law, the Articles of Organization, or these By-laws.

         Without  limiting  the  generality  of  the  foregoing,  the  Board  of
Directors  shall  have  full  power  to make or  authorize  all  investments  or
reinvestments,  to authorize the sale, mortgage, pledge, or transfer of any real
estate or  personal  property  belonging  to the  Company  in any  capacity,  to
prescribe  the  duties of the  officers,  employees  and  agents of the  Company
consistently with applicable provisions of law, the Articles of Organization, as
amended, and these By-laws, to fix the compensation of all officers,  employees,
and agents,  including  their own fees for  services as  Directors or members of
committees, and subject to approval by the Board of Directors, in such instances
as the Board of Directors determines,  to authorize any committee or any officer
to  fix  the   compensation   of  such  officers,   employees  and  agents,   or
classifications  thereof, as the Board of Directors  designates,  to declare all
dividends,  to  determine  upon  the  form of  certificate  of  stock,  and upon
transfers  thereof,  and upon a corporate seal, to fix the amount of the bond or
bonds for officers,  employees,  and agents,  including the amount and terms and
conditions of blanket or schedule  bonds, to issue from time to time any part of
the  previously  authorized  capital  of  the  Company,  subject  to  applicable
regulatory  approval,  and generally to

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take or cause to be taken any action and do any and all things not  repugnant to
the Articles of  Organization,  these By-laws and applicable  provisions of law,
which the Board of  Directors  shall  deem fit and  proper to take,  cause to be
taken, or to use and carry into effect the powers of the Company.

         Section  5.  Presumption  of  Assent.  A  Director  who is present at a
meeting of the Board of  Directors  at which action on any matter is taken shall
be presumed to have  consented  to the action taken unless his or her dissent or
abstention  shall be  entered in the  minutes of the  meeting or unless he shall
file a written dissent to such action with the person acting as the Clerk of the
meeting  before  the  adjournment  thereof  or shall  forward  such  dissent  by
registered  mail to the Clerk  within five (5) days after the date a copy of the
minutes of the meeting is received.  Such right to dissent  shall not apply to a
Director who voted in favor of such action.

         Section 6.  Classification of Directors.  The provisions of Section 50A
of  Chapter  156B of the  General  Laws  of the  Commonwealth  of  Massachusetts
("Section  50A"), as it may be amended from time to time, shall not apply to the
classification of directors of the Company within the meaning of Section 50A.


                                   ARTICLE VI
                          Powers and Duties of Officers

         Section 1.  General.  All officers  shall  perform such duties and have
such powers as shall be  prescribed  by law, by these  By-laws,  the Articles of
Organization,  or the Board of  Directors,  or  consistently  with the foregoing
provision of this Section 1, as shall be designated by the President in the case
of any of said  officers  other than the Chairman of the Board,  the Clerk,  and
Secretary of the Board.  Without  limiting the  generality  of the foregoing and
subject,  or in addition,  to specific  provisions  of other  Articles,  certain
officers  shall have  specific  duties  and/or powers as stated in the following
sections of this Article.

         Section 2.  Chairman of the Board.  The  Chairman of the Board,  if one
shall be elected by the Board of Directors, shall preside at all meetings of the
Board of Directors at which he shall be present.

         Section  3.  President.  The  President  shall be the  chief  executive
officer of the Company.  He shall  preside at all  meetings of the  stockholders
and,  unless there shall be a Chairman of the Board and such  Chairman  shall be
present and preside,  at all meetings of the Board of Directors.  He shall be ex
officio a member of all standing committees except any Auditing Committee and he
shall have the general management and direction of the Company's business in all
departments  and  shall  see that all  orders  and  resolutions  of the Board of
Directors are carried into effect.

         Section  4.  Vice  President.  The  Board  of  Directors  may,  in  its
discretion,  designate  any  one or  more  Vice  Presidents  as  Executive  Vice
President and any one or more of the Vice  Presidents as Senior Vice  President,
with such duties,  powers and  authorities,  consistent with

                                        9
<PAGE>
these By-laws, the Articles of Organization,  and applicable  provisions of law,
as the Board of Directors shall from time to time determine.

         A  Director  or  Executive  Vice  President  chosen  by  the  Board  of
Directors, shall have the duty of presiding at meetings of the stockholders when
the  President is absent and at meetings of the Board of Directors  when neither
the  President nor the Chairman of the Board (if there shall be one) is present.
The Director or Executive Vice President  chosen by the Board of Directors shall
perform the duties and have the powers and  authorities of the President  during
his absence or disability,  except any duties,  powers, and authorities which by
law only the President is permitted to perform or have.

         Section 5. Treasurer. The Treasurer shall have custody of the corporate
seal.  Subject to the general  supervision  of the Board of Directors and of the
President,  the  Treasurer  shall be  charged  with and be  responsible  for the
keeping of adequate  and  accurate  books of account in all  departments  of the
Company's  business  and with the  preparation  of reports  therefrom  as may be
required from time to time by the Board of Directors or by law.

         Section 6. Assistant Treasurers. The Assistant Treasurers in such order
as the Board of Directors  shall from time to time  determine  shall perform the
duties and have the powers and  authorities of the Treasurer  during his absence
or disability,  except any duties, powers, and authorities which by law only the
Treasurer is permitted to perform or have.

         Section 7. Clerk.  The Clerk shall have  custody of the books of record
of the meetings of the stockholders.  He shall give due notice of and attend all
meetings of the  stockholders  and shall record the votes of the stockholders in
books kept for the purpose. In the absence of the President and a Vice President
at any  meeting  of  stockholders,  he shall call the  meeting to order  until a
temporary  Chairman is chosen. In the absence of the Clerk at any meeting of the
stockholders,  a temporary  Clerk for such meeting  shall be chosen who shall be
sworn to the faithful performance of his duties.

         Section 9.  Secretary  of the Board.  The  Secretary of the Board shall
attend all  meetings of the Board and shall keep the records  thereof  under the
supervision  of the Board,  except as the Board shall  otherwise  order.  In the
absence of the  Secretary of the Board at any meeting of the Board,  a temporary
Secretary  of the Board for such  meeting  shall be chosen who shall be sworn to
the faithful performance of his duties.


                                   ARTICLE VII
                               Executive Committee

         Section 1.  Composition  and Election.  The Executive  Committee  shall
consist of the President,  ex officio, and not less than 4 nor more than 6 other
members,  who shall be elected by and from the Board of Directors and shall hold
office  during the  pleasure of the Board.  The Board of  Directors  shall elect
members of the Executive Committee at or after the first meeting of the Board of
Directors held after each annual meeting of the  stockholders or special meeting
of the  stockholders  called  in  lieu of and for  the  purposes  of the  annual
meeting.  The Board of

                                       10
<PAGE>
Directors may elect  additional  members of the Executive  Committee  within the
foregoing limits or fill vacancies in the Executive  Committee at any regular or
special meeting of the Board of Directors.

         The  President  shall  be,  ex  officio,   Chairman  of  the  Executive
Committee.

         Section 2. Powers. The Executive Committee shall supervise the business
affairs of the Company and shall have authority,  except as otherwise prescribed
by the Board of  Directors,  when the Board of Directors  is not in session,  to
transact  such  business  for and on  behalf  of the  Company  as the  Board  of
Directors  might  transact  including  the power to give such  directions to the
officers  regarding the Company and its affairs as the Committee  determines and
the power to authorize any of the officers in the name and behalf of the Company
to sign, affix the corporate seal to, and deliver  contracts,  deeds,  releases,
assignments or other instruments in writing.

         Section 3. Meetings.  Meetings of the Executive Committee shall be held
at such times and places as the Committee from time to time determines.  Special
meetings of the Committee may be called at any time by the President,  or in his
absence or disability,  by any Vice  President.  No notice shall be necessary to
the validity of such meetings.

         The  Committee  shall  keep  minutes  of each of its  meetings  and the
minutes of each  meeting,  not  previously  submitted to the Board of Directors,
shall be  submitted  to the  regular  meeting  of the  Board of  Directors  next
following such meeting except as otherwise ordered by the Board.

         Section 4. Quorum. A majority of the Executive Committee at the time in
office  shall  constitute  a quorum for the  transaction  of business and when a
quorum is present at any meeting the vote of a majority of those  present  shall
be sufficient for action at such meetings.

                                  ARTICLE VIII
                   Certificates of Stock and Transfers Thereof

         Section 1. Form -  Execution.  The Board of  Directors  may  provide by
resolution  that some or all of any or all classes and series of shares shall be
uncertificated   shares.  Unless  such  a  resolution  has  been  adopted,  each
stockholder  shall be entitled  to a  certificate  of the  capital  stock of the
Company  in such  form as may from  time to time be  prescribed  by the Board of
Directors. Such certificate shall be signed by the President or a Vice President
and by the Treasurer or an Assistant Treasurer. Such signatures may be facsimile
if the certificate is signed by a transfer agent, or by a registrar,  other than
a  Director,  officer or employee  of the  Company.  In case any officer who has
signed or whose facsimile  signature has been placed on such  certificate  shall
have ceased to be such  officer  before such  certificate  is issued,  it may be
issued by the  Company  with the same  effect as if he were such  officer at the
time of its issue.  Every  certificate  for shares of stock which are subject to
any  restriction  on transfer and every  certificate  issued when the Company is
authorized  to issue more than one class or series of stock shall  contain  such
legend with respect thereto as is required by law.

                                       11
<PAGE>
         Section  2.  Transfer.  Shares  of the  stock of the  Company  shall be
transferable  only on the books of the Company by  assignment  in writing by the
holder of record  thereof,  or his  legal  representative,  in person or by duly
authorized attorney, upon surrender of the certificate thereof.

         The  Company  shall  not be bound to take  notice of or  recognize  any
trust, express,  implied or constructive,  or any charge or equity affecting any
shares of the  capital  stock or to  ascertain  or inquire  whether  any sale or
transfer  of any such  shares  by any  holder of record  thereof,  his  attorney
legally constituted,  or his legal representative,  is authorized by such trust,
charge or equity or to  recognize  any  person as having any  interest  therein,
except the holder of record thereof for the time being.

         Section  3.  Loss,  Destruction,  Mutilation.  In  case  of  the  loss,
destruction  or mutilation  of a certificate  of stock,  a new  certificate,  to
replace the certificate so lost, destroyed, or mutilated, may be issued by order
of the Board of Directors upon reasonable evidence of such loss,  destruction or
mutilation and the filing by the holder of record, or his legal  representative,
of a bond of  indemnity  in such form,  in such  amount and with such  surety or
sureties as the Board of Directors may approve.

         Section 4. Record  Date.  The Board of  Directors  may fix in advance a
time not more  than  sixty  (60)  days  before  the date of any  meeting  of the
stockholders  or the date for the  payment of any  dividend or the making of any
distribution  to stockholders or the last day on which the consent or dissent of
stockholders may be effectively expressed for any purpose as the record date for
determining the  stockholders  having the right to notice of and to vote at such
meeting and any  adjournment  thereof,  or the right to receive such dividend or
distribution,  or the right to give such  consent or dissent,  and in such case,
only  stockholders  of  record  on  such  record  date  shall  have  such  right
notwithstanding  any transfer of stock on the books of the corporation after the
record date. In lieu of fixing such date,  the Board of Directors may for any of
such  purposes  close the stock  transfer  books of the  Company  for all or any
portion of said sixty (60) day period.

         Section 5. Issuance of Capital Stock. The Board of Directors shall have
the  authority  to issue or reserve for issue from time to time the whole or any
part of the capital stock of the Company  which may be  authorized  from time to
time, to such persons or organizations,  for such  consideration,  whether cash,
property,  services or expenses, and on such terms as the Board of Directors may
determine,  including without limitation the granting of options,  warrants,  or
conversion  or other rights to subscribe  to said  capital  stock.  The Board of
Directors may delegate some or all of its authority  under this Section 5 to one
or more committees of Directors.

                                       12
<PAGE>
                                   ARTICLE IX
                            Execution of Instruments

         Checks,  conveyances,  deeds, assignments,  discharges of mortgages and
other  instruments,  whether  connected  with the exercise by the Company of its
powers in any fiduciary  capacity,  or otherwise,  shall be executed in the name
and behalf of the Company by such  officer or officers  or other  individual  or
individuals and in such manner as shall be prescribed or authorized from time to
time by the Board of Directors or the Executive  Committee.  Any such instrument
so executed by prescription  or authority of the Executive  Committee shall have
the same validity as if expressly authorized by vote of the Board of Directors.

                                    ARTICLE X
                                  Contributions

         The  Board  of  Directors  shall  have  power  and  authority  to  make
contributions,  in such  amounts as the Board of Directors  may  determine to be
reasonable,  to  corporations,  trusts,  funds  or  foundations,  organized  and
operated exclusively for charitable, scientific or educational purposes, no part
of the net earnings of which enures to the benefit of any private shareholder or
individual; provided that such contributions in any fiscal year shall not in the
aggregate  exceed  one-half  of one  percent of the  capital  and surplus of the
Company as of the end of the  preceding  fiscal year,  unless  contributions  in
excess  of  one-half  of one  percent  of such  capital  and  surplus  shall  be
authorized by the stockholders at a regular or special meeting.  Nothing in this
Article  shall be construed as directly or indirectly  restricting  or otherwise
affecting,  except as herein provided, the rights and powers of the Company with
reference to payments of the nature above specified.

                                   ARTICLE XI
                                 Corporate Seal

         The  corporate  seal  shall be in such form as the  Board of  Directors
shall from time to time determine.  Unless and until otherwise determined by the
Board of Directors,  the corporate seal shall be circular and shall have thereon
the name of the Company and the year and state of its incorporation.


                                   ARTICLE XII
                                 Indemnification

         Section 1. Actions,  Suits and  Proceedings.  The Company shall, to the
maximum extent  permitted from time to time under the law of The Commonwealth of
Massachusetts,  indemnify  each person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit, proceeding
or investigation,  whether civil, criminal,  administrative or investigative, by
reason of the fact that he is or was,  or has  agreed to become,  a Director  or
Executive  Officer  (defined  as any  of  the  Chief  Executive  Officer,  Chief
Financial  Officer,  President,  Vice  President,  Treasurer  or  Clerk)  of the
Company,  or is or was
                                       13
<PAGE>
serving,  or has agreed to serve, at the request of the Company, in any capacity
with respect to any employee benefit plan of the Company (all such persons being
referred to hereafter as an "Indemnitee"), or by reason of any action alleged to
have been taken or omitted to be taken in such  capacity,  against all  expenses
(including reasonable  attorneys' fees),  judgments and fines incurred by him or
on his behalf in connection with such action, suit, proceeding or investigation,
and any appeal therefrom,  unless the Indemnitee shall be finally adjudicated in
such action, suit, proceeding or investigation,  not to have acted in good faith
in the  reasonable  belief  that his  action  was in the best  interests  of the
Company  or, to the extent  such matter  relates to service  with  respect to an
employee   benefit  plan,  in  the  best  interests  of  the   participants   or
beneficiaries  of such employee  benefit plan.  Notwithstanding  anything to the
contrary in this Article  XII,  except as set forth in Section 7 of this Article
XII, the Company shall not indemnify an Indemnitee  seeking  indemnification  in
connection with an action,  suit,  proceeding or investigation (or part thereof)
initiated by the Indemnitee  unless the  initiation  thereof was approved by the
Board of Directors of the Company.

         Section 2. Employees and Agents.  The Company may, at the discretion of
the Board of  Directors,  indemnify  employees  and  agents of the  Company  and
directors and officers of any subsidiary of the Company as if they were included
in Section 1 of this Article XII.

         Section 3. Settlements.  The right to indemnification conferred in this
Article XII shall  include the right to be paid by the Company for amounts  paid
in settlement of any such action,  suit,  proceeding  or  investigation  and any
appeal  therefrom,  and all  expenses  (including  reasonable  attorneys'  fees)
incurred in connection  with such  settlement,  pursuant to a consent  decree or
otherwise,  unless and to the extent it is  determined  pursuant to Section 6 of
this Article XII that the Indemnitee did not act in good faith in the reasonable
belief  that his or her action was in the best  interests  of the Company or, to
the extent such matter  relates to service with  respect to an employee  benefit
plan,  in the  best  interests  of the  participants  or  beneficiaries  of such
employee benefit plan.

         Section 4. Notification and Defense of Claim. As a condition  precedent
to his or her right to be indemnified, the Indemnitee must notify the Company in
writing as soon as practicable of any action, suit,  proceeding or investigation
involving  such  Indemnitee or with respect to which  indemnity will or could be
sought. With respect to any action,  suit,  proceeding or investigation of which
the Company is so notified,  the Company will be entitled to participate therein
at its own expense and/or to assume the defense thereof at its own expense, with
legal counsel  reasonably  acceptable to the  Indemnitee.  After notice from the
Company to the Indemnitee of its election so to assume such defense, the Company
shall  not be  liable  to  the  Indemnitee  for  any  legal  or  other  expenses
subsequently  incurred by the  Indemnitee in connection  with such claim,  other
than as provided  below in this Section 4 of this  Article  XII. The  Indemnitee
shall have the right to employ his of her own  counsel in  connection  with such
claim,  but the fees and expenses of such counsel incurred after notice from the
Company of its assumption of the defense  thereof shall be at the expense of the
Indemnitee  unless (i) the  employment  of counsel  by the  Indemnitee  has been
authorized by the Company,  (ii) counsel to the Indemnitee shall have reasonably
concluded  that  there  may  be a  conflict  of  interest  or  position  on  any
significant  issue between the Company and the  Indemnitee in the conduct of the
defense  of such  action or (iii) the  Company  shall not in fact have  employed
counsel to assume
                                       14
<PAGE>
the  defense of such  action,  in each of which  cases the fees and  expenses of
counsel for the  Indemnitee  shall be at the expense of the  Company,  except as
otherwise  expressly  provided by this  Article  XII.  The Company  shall not be
entitled,  without the consent of the  Indemnitee,  to assume the defense of any
claim  brought by or in the right of the Company or as to which  counsel for the
Indemnitee shall have reasonably made the conclusion provided for in clause (ii)
above.

         Section 5. Advance of Expenses.  Subject to the provisions of Section 6
of this  Article XII, in the event that the Company does not assume the defense,
or unless and until the Company  assumes the  defense,  pursuant to Section 4 of
this Article XII of any action,  suit,  proceeding or investigation of which the
Company  receives  notice  under  this  Article  XII,  any  expenses  (including
reasonable  attorneys'  fees)  incurred by an Indemnitee in defending a civil or
criminal action, suit, proceeding or investigation or any appeal therefrom shall
be paid by the  Company  in  advance of the final  disposition  of such  matter,
provided,  however,  that the payment of such expenses incurred by an Indemnitee
in  advance  of the final  disposition  of such  matter  shall be made only upon
receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts
so  advanced  in the  event  that it shall  ultimately  be  determined  that the
Indemnitee  is not entitled to be  indemnified  by the Company as  authorized in
this Article XII.  Such  undertaking  may be accepted  without  reference to the
financial ability of the Indemnitee to make such repayment.

         Section  6.   Procedure  for   Indemnification.   In  order  to  obtain
indemnification  or  advancement  of expenses  pursuant to Sections 1, 3 or 5 of
this Article XII, the Indemnitee  shall submit to the Company a written request,
including in such request such  documentation  and  information as is reasonably
available to the Indemnitee and is reasonably necessary to determine whether and
to what extent the Indemnitee is entitled to  indemnification  or advancement of
expenses.  Any such  indemnification  pursuant to Section 1 of this  Article XII
shall be made  promptly,  and in any event  within 60 days after  receipt by the
Company of the written  request of the  Indemnitee,  unless a court of competent
jurisdiction finally adjudicates that the Indemnitee did not meet the applicable
standard  of  conduct  set forth in  Section  1 of this  Article  XII.  Any such
indemnification  pursuant  to Section 3 of this  Article XII or  advancement  of
expenses  pursuant to Section 5 of this Article XII shall be made promptly,  and
in any event within 60 days after receipt by the Company of the written  request
of the  Indemnitee,  unless  the  Company  determines,  by clear and  convincing
evidence,  within  such  60-day  period  that  the  Indemnitee  did not meet the
applicable standard of conduct set forth in Sections 1 or 3 of this Article XII,
as the case may be.  Such  determination  by the  Company  shall be made in each
instance by (a) a majority vote of a quorum of the Directors of the Company, (b)
a majority  vote of a quorum of the  outstanding  shares of stock of all classes
entitled to vote for  Directors,  voting as a single  class,  which quorum shall
consist of  stockholders  who are not at that time parties to the action,  suit,
proceeding or investigation in question,  or (c) independent  legal counsel (who
may be regular legal counsel to the Company).

         Section  7.  Remedies.  The right to  indemnification  or  advances  as
granted by this Article XII shall be  enforceable by the Indemnitee in any court
of competent  jurisdiction  if the Company  denies such request,  in whole or in
part, or if no disposition  thereof is made within the 60-day period referred to
above in Section 6 of this Article XII.  Unless  otherwise  provided by

                                       15
<PAGE>
law,  the Company  shall have the burden of proving that the  Indemnitee  is not
entitled to  indemnification  or advancement of expenses under this Article XII.
Neither  the failure of the  Company to have made a  determination  prior to the
commencement of any such action by the Indemnitee that indemnification is proper
in the circumstances  because the Indemnitee has met the applicable  standard of
conduct,  nor an actual  determination  by the Company  pursuant to Section 6 of
this Article XII that the  Indemnitee  has not met such  applicable  standard of
conduct,  shall be a defense  to the  action or  create a  presumption  that the
Indemnitee  has not met the  applicable  standard of conduct.  The  Indemnitee's
expenses  (including  attorneys' fees) incurred in connection with  successfully
establishing  his  right to  indemnification,  in whole or in part,  in any such
proceeding shall also be indemnified by the Company.

         Section 8. Subsequent Amendment. No amendment, termination or repeal of
this  Article  XII  or of  the  relevant  provisions  of  Chapter  156B  of  the
Massachusetts General Laws or any other applicable laws shall affect or diminish
in any way the rights of any Indemnitee to indemnification  under the provisions
hereof with respect to any action, suit, proceeding or investigation arising out
of or relating to any  actions,  transactions  or facts  occurring  prior to the
final adoption of such amendment, termination or repeal.

         Section  9.  Other  Rights.  The  indemnification  and  advancement  of
expenses provided by this Article XII shall not be deemed exclusive of any other
rights to which an Indemnitee seeking indemnification or advancement of expenses
may be  entitled  under any law  (common  or  statutory),  agreement  or vote of
stockholders or Directors or otherwise, both as to action in his or her official
capacity and as to action in any other  capacity  while  holding  office for the
Company,  and shall continue as to an Indemnitee who has ceased to be a Director
or officer,  and shall inure to the  benefit of the  estate,  heirs,  executors,
personal representatives and administrators of the Indemnitee. Nothing contained
in this Article XII shall be deemed to prohibit, and the Company is specifically
authorized  to enter into,  agreements  with  officers and  Directors  providing
indemnification  rights and  procedures  different  from those set forth in this
Article XII. In addition, the Company may, to the extent authorized from time to
time by its Board of  Directors  pursuant  to Section 2 of this  Article  XII or
otherwise,  grant  indemnification  rights to other  employees  or agents of the
Company or other  persons  serving the Company and such rights may be equivalent
to, or greater or less than, those set forth in this Article XII.

         Section 10. Partial Indemnification. If an Indemnitee is entitled under
any provision of this Article XII to  indemnification by the Company for some or
a portion of the  expenses  (including  attorneys'  fees),  judgments,  fines or
amounts paid in settlement  actually and reasonably  incurred by such Indemnitee
or on such Indemnitee's behalf in connection with any action,  suit,  proceeding
or investigation and any appeal therefrom but not, however, for the total amount
thereof, the Company shall nevertheless indemnify the Indemnitee for the portion
of such expenses (including  reasonable  attorneys' fees),  judgments,  fines or
amounts paid in settlement to which such Indemnitee is entitled.

         Section 11. Insurance. The Company may purchase and maintain insurance,
at its expense, to protect itself and any Director,  officer,  employee or agent
of the Company,  any subsidiary,  another  organization or employee benefit plan
against  any  expense,  liability  or loss  incurred  by him of her in any  such
capacity,  or  arising  out of his of her  status  as such,  whether  or

                                       16
<PAGE>
not the  Company  would have the power to  indemnify  such person  against  such
expense, liability or loss under Chapter 156B of the Massachusetts General Laws.

         Section 12. Merger or  Consolidation.  If the Company is merged into or
consolidated  with  another  corporation  and the  Company is not the  surviving
corporation,  the surviving  Company shall assume the obligations of the Company
under  this  Article  XII  with  respect  to any  action,  suit,  proceeding  or
investigation  arising out of or relating to any actions,  transactions or facts
occurring at or prior to the date of such merger or consolidation.

         Section 13. Savings  Clause.  If this Article XII or any portion hereof
shall be invalidated on any ground by any court of competent jurisdiction,  then
the Company  shall  nevertheless  indemnify  each  Indemnitee as to any expenses
(including  reasonable  attorneys' fees),  judgments,  fines and amounts paid in
settlement in connection  with any action,  suit,  proceeding or  investigation,
whether  civil,  criminal or  administrative,  including  an action by or in the
right of the Company,  to the fullest extent permitted by any applicable portion
of this  Article  XII that shall not have been  invalidated  and to the  fullest
extent permitted by applicable law.

         Section 14. Subsequent  Legislation.  If the Massachusetts General Laws
are  amended  after   adoption  of  this  Article  XII  to  expand  further  the
indemnification permitted to Indemnitees,  then the Company shall indemnify such
persons to the fullest extent permitted by the Massachusetts General Laws, as so
amended.
                                  ARTICLE XIII
                              Fair Price Provision

         The  stockholder  vote  required  to  approve   Business   Combinations
(hereinafter defined) shall be as set forth in this Article XIII.

         Section 1. Higher Vote for  Business  Combinations.  In addition to any
affirmative  vote  required by  applicable  provisions  of law,  the Articles of
Organization  or these By-laws,  and except as otherwise  expressly  provided in
Section 3 of this Article XIII:

                  (a)      Any  merger or  consolidation  of the  Company or any
                           Subsidiary  with (i) any  Interested  Stockholder  or
                           (ii) any other corporation  (whether or not itself an
                           Interested  Stockholder)  which  is,  or  after  such
                           merger or  consolidation  would be, an  Affiliate  or
                           Associate of an Interested Stockholder; or

                  (b)      Any sale, lease, exchange, mortgage, pledge, transfer
                           or other  disposition (in one transaction or a series
                           of   transactions)   to  or   with   any   Interested
                           Stockholder  or any  Affiliate  or  Associate  of any
                           Interested  Stockholder  of any assets of the Company
                           or any  Subsidiary  thereof  having an aggregate Fair
                           Market Value of $5,000,000 or more; or

                                       17
<PAGE>
                  (c)      The issuance,  exchange or transfer by the Company or
                           any  Subsidiary  (in one  transaction  or a series of
                           transactions) of any securities of the Company or any
                           Subsidiary  to  any  Interested  Stockholder  or  any
                           Affiliate or Associate of any Interested  Stockholder
                           in   exchange   for   cash,   securities   or   other
                           consideration  (or a combination  thereof)  having an
                           aggregate Fair Market Value of $5,000,000 or more; or

                  (d)      The   adoption  of  any  plan  or  proposal  for  the
                           liquidation or dissolution of the Company proposed by
                           or on  behalf  of an  Interested  Stockholder  or any
                           Affiliate or Associate of any Interested Stockholder;
                           or

                  (e)      Any  reclassification  of securities  (including  any
                           reverse  stock  split),  or  recapitalization  of the
                           Company,  or  any  merger  or  consolidation  of  the
                           Company  with any of its  Subsidiaries  or any  other
                           transaction (whether or not with or into or otherwise
                           involving an  Interested  Stockholder)  which has the
                           effect,  directly or  indirectly,  of increasing  the
                           proportionate  share of the outstanding shares of any
                           class of  equity  or  convertible  securities  of the
                           Company  or  any  Subsidiary  which  is  directly  or
                           indirectly owned by any Interested Stockholder or any
                           Affiliate or Associate of any Interested Stockholder;
                           or

                  (f)      Any agreement,  contract or other arrangement with an
                           Interested  Stockholder  (or in which the  Interested
                           Stockholder    has    an    interest    other    than
                           proportionately  as a stockholder)  providing for any
                           one or more of the actions  specified in  subsections
                           (a) to (e) of  this  Section  1,  shall  require  the
                           affirmative  vote of the  holders of at least  eighty
                           percent  (80%) of the votes  which  all  stockholders
                           would be entitled  to cast at any annual  election of
                           Directors or class of Directors (the "Voting Stock").
                           Such    affirmative    vote    shall   be    required
                           notwithstanding the fact that no vote may be required
                           or  that a  lesser  percentage  may be  specified  by
                           applicable provisions of law or in any agreement with
                           any national securities exchange or otherwise.

         Section 2.  Definition of "Business  Combination."  The term  "Business
Combination"  as used in this Article XIII shall mean any  transaction  which is
referred to in any one or more of subsections (a) through (f) of Section 1.

         Section 3. When Higher Vote Is Not Required.  The provisions of Section
1 of this  Article  XIII  shall not be  applicable  to any  particular  Business
Combination,  and such Business  Combination shall require only such affirmative
vote,  if any, as is required by  applicable  provisions of law, the Articles of
Organization, as amended, or these By-laws, if the condition specified in either
of the following subsections (a) or (b) are met:

                  (a)      Approval by  Disinterested  Directors.  The  Business
                           Combination shall have been approved by two-thirds of
                           the Disinterested Directors.

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                  (b)      Price  and   Procedure   Requirements.   All  of  the
                           following seven conditions shall have been met:

                  (c)      The transaction constituting the Business Combination
                           shall  provide  that  the  holders  of  Common  Stock
                           receive,  in  exchange  for  their  stock,  per share
                           consideration  (consisting  of the  cash and the Fair
                           Market Value,  as of the date of the  consummation of
                           the Business Combination, of consideration other than
                           cash) at least equal to the highest of the following:

                           A.  If  applicable,   the  highest  per  share  price
                           (including any brokerage commissions,  transfer taxes
                           and soliciting dealers' fees) paid by or on behalf of
                           the  Interested  Stockholder  for any share of Common
                           Stock  in  connection  with  the  acquisition  by the
                           Interested  Stockholder  of shares  of  Common  Stock
                           which were  acquired  (1) within the two- year period
                           immediately  prior to the initial day in which public
                           trading  of the Common  Stock  occurs  following  the
                           first public  announcement of the proposed Interested
                           Stockholder (the  "Announcement  Date") or (2) in the
                           transaction   in  which  it  became   an   Interested
                           Stockholder, whichever is higher;

                           B. The Fair Market Value per share of Common Stock on
                           the  Announcement  Date or on the date on  which  the
                           Interested    Stockholder    became   an   Interested
                           Stockholder (the "Determination  Date",  whichever is
                           higher; and

                           C. If  applicable,  the price per share  equal to the
                           Fair   Market   Value  per  share  of  Common   Stock
                           determined   pursuant   to   subsection    3(b)(i)(B)
                           immediately preceding, multiplied by the ratio of (1)
                           the per share price determined pursuant to subsection
                           3(b)(i)(A)  above to (2) the Fair  Market  Value  per
                           share  of  Common  Stock  on the  first  date  in the
                           two-year period immediately prior to the Announcement
                           Date on which the Interested Stockholder beneficially
                           owned any shares of Common Stock.

                  All per share prices  shall be adjusted to reflect  fairly any
                  intervening stock split, stock dividend,  reverse stock split,
                  recapitalization,  reorganization  or similar event  affecting
                  the  number  of shares of  Common  Stock  outstanding  and the
                  market price per share of outstanding shares of Common Stock.

                           (i)  If the  transaction  constituting  the  Business
                           Combination  shall also  provide  that the holders of
                           any class of  outstanding  Voting  Stock,  other than
                           Common Stock, if any, are to

                                       19
<PAGE>
                           receive  consideration  in exchange  for their stock,
                           the per share  consideration  (consisting of the cash
                           and the  Fair  Market  Value,  as of the  date of the
                           consummation   of  the   Business   Combination,   of
                           consideration  other  than  cash)  shall  be at least
                           equal  to the  highest  of the  following  (it  being
                           intended  that the  requirements  of this  subsection
                           3(b)(ii)  shall be required to be met with respect to
                           every class of outstanding  Voting Stock,  whether or
                           not the Interested Stockholder  beneficially owns any
                           shares of a particular class of Voting Stock):

                           A.  If  applicable,   the  highest  per  share  price
                           (including any brokerage commissions,  transfer taxes
                           and soliciting dealers' fees) paid by or on behalf of
                           the  Interested  Stockholder  for any  share  of such
                           class  of  Voting  Stock  in   connection   with  the
                           acquisition   by  the   Interested   Stockholder   of
                           beneficial ownership of such share which was acquired
                           (1) within the two-year period  immediately  prior to
                           the  Announcement  Date or (2) in the  transaction in
                           which it became an Interested Stockholder,  whichever
                           is higher;

                           B. If applicable, the highest preferential amount per
                           share to which the holders of shares of such class of
                           Voting  Stock  are  entitled  in  the  event  of  any
                           voluntary or involuntary liquidation,  dissolution or
                           winding up of the Company,  regardless of whether the
                           Business  Combination to be  consummated  constitutes
                           such an event;

                           C. The Fair  Market  Value per share of such class of
                           Voting  Stock  on  the  Announcement  Date  or on the
                           Determination Date, whichever is higher; and

                           D. If  applicable,  the price per share  equal to the
                           Fair  Market  Value per share of such class of Voting
                           Stock determined  pursuant to subsection  3(b)(ii)(c)
                           immediately preceding, multiplied by the ratio of (1)
                           the per share price determined pursuant to subsection
                           3(b)(ii)(A)  above to (2) the Fair  Market  Value per
                           share of such class of Voting  Stock on the first day
                           in  the  two-year  period  immediately  prior  to the
                           Announcement Date on which the Interested Stockholder
                           beneficially owned any shares of such class of Voting
                           Stock.

All per share prices shall be adjusted to reflect fairly any  intervening  stock
split, stock dividend, reverse stock split, recapitalization,  reorganization or
similar event
                                       20
<PAGE>
affecting the number of shares of such Voting Stock  outstanding  and the market
price per share of outstanding shares of such Voting Stock.

         (ii)     The  consideration  to be received by holders of a  particular
                  class of  outstanding  Voting Stock  (including  Common Stock)
                  shall be in cash or in the same form as was previously paid by
                  or on behalf of the Interested  Stockholder in connection with
                  its direct or indirect  acquisition of beneficial ownership of
                  shares  of such  class  of  Voting  Stock.  If the  Interested
                  Stockholder  beneficially  owns  shares of any class of Voting
                  Stock which were acquired with varying forms of consideration,
                  the form of  consideration  to be  received by holders of such
                  class of Voting Stock shall be either cash or the form used to
                  acquire the  largest  number of shares of such class of voting
                  Stock beneficially owned by it.

         (iii)    After such  Interested  Stockholder  has become an  Interested
                  Stockholder  and prior to the  consummation  of such  Business
                  Combination:  (A)  except as  approved  by  two-thirds  of the
                  Disinterested  Directors,  there shall have been no failure to
                  declare  and  pay  at  the  regular  date  therefor  any  full
                  quarterly   dividends  (whether  or  not  cumulative)  on  any
                  outstanding  preferred stock; (B) there shall have been (1) no
                  reduction in the annual rate of  dividends  paid on the Common
                  Stock (except as necessary to reflect any  subdivision  of the
                  Common   Stock)  except  as  approved  by  two-thirds  of  the
                  Disinterested  Directors,  and (2) an  increase in such annual
                  rate of dividends (as necessary to prevent any such reduction)
                  in the event of any  reclassification  (including  any reverse
                  stock split), recapitalization,  reorganization or any similar
                  transaction  which has the  effect of  reducing  the number of
                  outstanding shares of the Common Stock,  unless the failure so
                  to increase  such annual rate is approved by two-thirds of the
                  Disinterested  Directors;  and (c) such Interested Stockholder
                  shall not have  become the  beneficial  owner of any shares of
                  Voting  Stock  except as part of the  transaction  in which it
                  became an Interested  Stockholder  and except in a transaction
                  which after  giving  effect  thereto,  would not result in any
                  increase in the Interested Stockholder's percentage beneficial
                  ownership of any class of Voting Securities.

         (iv)     After such  Interested  Stockholder  has become an  Interested
                  Stockholder,   such  Interested  Stockholder  shall  not  have
                  received  the   benefit,   directly  or   indirectly   (except
                  proportionately  as a  stockholder),  of any loans,  advances,
                  guarantees,  pledges or other financial  assistance or any tax
                  credits  or other  tax  advantages  provided  by the  Company,
                  whether in anticipation of or in connection with such Business
                  Combination or otherwise.

                                       21
<PAGE>
         (v)      A proxy  or  information  statement  describing  the  proposed
                  Business  Combination  and complying with the  requirements of
                  the  Securities  Exchange  Act  of  1934  and  the  rules  and
                  regulations thereunder (or any subsequent provisions replacing
                  such  Act,  rules  or  regulations)  shall  be  mailed  by the
                  Interested  Stockholder to all  stockholders of the Company at
                  least  30 days  prior  to the  consummation  of such  Business
                  Combination   (whether  or  not  such  proxy  or   information
                  statement  is  required  to be mailed  pursuant to such Act or
                  subsequent provisions).

         (vi)     Such  Interested  Stockholder  shall  not have  made any major
                  change in the Company's  business or equity capital  structure
                  without  the  approval  of  two-thirds  of  the  Disinterested
                  Directors.

         Section  4. Certain Definitions. For the purposes of this Article XIII:

                  (a)      The term "person"  shall mean any  individual,  firm,
                  corporation  or other  entity  and  shall  include  any  group
                  comprised  of any person and any other  person  with whom such
                  person or any  Affiliate  or  Associate of such person has any
                  agreement,   arrangement   or   understanding,   directly   or
                  indirectly,  for the purpose of acquiring,  holding, voting or
                  disposing of Voting Stock of the Company.

                  (b)      The  term  "Interested  Stockholder"  shall  mean any
                  person  (other  than the Company or any  Subsidiary  and other
                  than any profit  sharing,  employee  stock  ownership or other
                  employee  benefit plan of the Company or any Subsidiary or any
                  trustee  of or  fiduciary  with  respect to any such plan when
                  acting in such capacity) who or which:

                           (i) Is at such time the beneficial owner, directly or
                           indirectly, of shares of the Company having more than
                           ten  percent  (10%) of the  voting  power of the then
                           outstanding Voting Stock (unless all such shares were
                           received by such  beneficial  owner in  exchange  for
                           shares of common  stock of the Company  (acquired  by
                           such beneficial owner on or before April 1, 1987 (the
                           "Predecessor Shares")); or

                           (ii)  At  any  time   within  the   two-year   period
                           immediately  prior to such  time  was the  beneficial
                           owner,  directly  or  indirectly,  of  shares  of the
                           Company  having  more than ten  percent  (10%) of the
                           voting  power of the then  outstanding  Voting  Stock
                           (unless all such shares are Predecessor Shares), or

                           (iii) Is at any time an assignee of or has  otherwise
                           succeeded to the  beneficial  ownership of any shares
                           of Voting Stock which were at

                                       22
<PAGE>
                           any time within the two-year period immediately prior
                           to such  time  beneficially  owned by any  Interested
                           Stockholder,  if such assignment or succession  shall
                           have  occurred  in the  course  of a  transaction  or
                           series  of   transactions   not  involving  a  public
                           offering  within the meaning of the Securities Act of
                           1933.

                  (c) A person  shall be a  "beneficial  owner" of any shares of
                  Voting Stock:

                           (i)  Which  are  beneficially   owned,   directly  or
                           indirectly,  by such person or any of its  Affiliates
                           or Associates;

                           (ii) Which such  person or any of its  Affiliates  or
                           Associates  has (a) the right to acquire  (whether or
                           not such right is exercisable  immediately)  pursuant
                           to any  agreement,  arrangement or  understanding  or
                           upon the  exercise  of  conversion  rights,  exchange
                           rights,  warrants or options or  otherwise or (b) the
                           right to vote pursuant to any agreement,  arrangement
                           or understanding; or

                           (iii)    Which are  beneficially  owned,  directly or
                           indirectly,  by any  other  person  with  which  such
                           person or any of its Affiliates or Associates has any
                           agreement,   arrangement  or  understanding  for  the
                           purpose of acquiring, holding, voting or disposing of
                           any shares of Voting Stock.

                  (d) For the  purposes  of  determining  whether a person is an
                  Interested Stockholder pursuant to subsection 4(b), the number
                  of shares  of Voting  Stock  deemed  to be  outstanding  shall
                  include  shares  deemed  owned  by an  Interested  Stockholder
                  through  application of subsection  4(c) but shall not include
                  any  other  shares  of  Voting  Stock  which  may be  issuable
                  pursuant to any agreement,  arrangement or  understanding,  or
                  upon the  exercise  of  conversion  rights,  exchange  rights,
                  warrants or options or otherwise.

                  (e)  "Affiliate"  and  "Associate"  shall have the  respective
                  meanings  ascribed  to such terms in Rule 12b-2 of the General
                  Rules and  Regulations  under the  Securities  Exchange Act of
                  1934, as in effect on January 1, 1999 (the term  registrant in
                  said Rule 12b-2 meaning, in this case, the Company).

                  (f)  "Beneficially  owned" shall have the meaning  ascribed to
                  such term in Rule 13d3 of the  General  Rules and  Regulations
                  under the  Securities  Exchange  Act of 1934,  as in effect on
                  January 1, 1999.

                  (g) "Disinterested  Director" means any member of the Board of
                  Directors of the Company who is not an Interested Stockholder,
                  who is  unaffiliated  with, and not a  representative  of, the
                  Interested  Stockholder  and  was a  member  of the  Board  of
                  Directors the date of incorporation  of the Company,  or prior
                  to the time that the Interested Stockholder became an

                                       23
<PAGE>
                  Interested  Stockholder,  and any successor of a Disinterested
                  Director  who  is  not  an  Interested  Stockholder,   who  is
                  unaffiliated with, and not a representative of, the Interested
                  Stockholder  and  is  recommended  or  elected  to  succeed  a
                  Disinterested  Director  by a  majority  of the  Disinterested
                  Directors then on the Board of Directors.

                  (h) "Fair Market Value" means:  (i) in the case of stock,  the
                  highest   closing   sale  price   during  the  30-day   period
                  immediately  preceding the date in question of a share of such
                  stock on the Composite Tape for New York Stock Exchange Listed
                  Stocks or, if such stock is not quoted on the Composite  Tape,
                  on the New York Stock Exchange or, if such stock is not listed
                  on such Exchange,  on the principal  United States  securities
                  exchange  registered under the Securities Exchange Act of 1934
                  on which  such stock is listed or, if such stock is not listed
                  on any such  exchange,  the highest  closing sale price or the
                  highest closing bid quotation, respectively, with respect to a
                  share of such stock  during the 30-day  period  preceding  the
                  date in  question  on the  National  Market  System  or on the
                  National  Association of Securities  Dealers,  Inc.  Automated
                  Quotations  System,  as the case may be, or any system then in
                  use or, if no such  quotations are available,  the fair market
                  value on the  date in  question  of a share  of such  stock as
                  determined  by a majority of the  Disinterested  Directors  in
                  good faith;  and (ii) in the case of property  other than cash
                  or stock,  the fair market value of such  property on the date
                  in question as  determined  by the Board of  Directors in good
                  faith.

                  (i) In the  event of any  Business  Combination  in which  the
                  Company survives, the phrase "consideration other than cash to
                  be received" as used in  subsection  3(b) of this Article XIII
                  shall  include the shares of Common Stock and/or the shares of
                  any other class of  outstanding  Voting Stock  retained by the
                  holders of such shares.  "Subsidiary" means any corporation of
                  which a  majority  of any class of equity  security  is owned,
                  directly or indirectly, by the Company.

         Section 5. The Disinterested Directors shall have the power and duty to
determine for purposes of this Article XIII, on the basis of  information  known
to them after reasonable  inquiry,  all facts necessary to determine  compliance
with this Article XIII, including,  without limitation,  (a) whether a person is
an interested Stockholder, (b) the number of shares of Voting Stock beneficially
owned by any  person,  (c)  whether a person is an  Affiliate  or  Associate  of
another,  (d) whether the  requirements  of  subsection  3(b) have been met with
respect to any  Business  Combination  and (e) whether the assets  which are the
subject of any Business  Combination  have, or whether the  consideration  to be
received  from the  issuance  or transfer  of  securities  by the Company or any
Subsidiary  in any Business  Combination  has an aggregate  Fair Market Value of
$5,000,000 or more. Any such  determination  made in good faith shall be binding
and conclusive.

                                       24
<PAGE>
         Section 6. Nothing contained in this Article XIII shall be construed to
relieve any Interested Stockholder from any fiduciary obligation imposed by law.

         Section  7.  Consideration  for  shares  to be paid to any  stockholder
pursuant to this Article XIII shall be the minimum  consideration payable to the
stockholder and shall not limit a stockholder's right under any provision of law
or otherwise to receive greater consideration for any shares of the Company.

         Section 8. The fact that any  Business  Combination  complies  with the
provisions  of Section 3 of this  Article  XIII shall not be construed to impose
any fiduciary duty,  obligation or responsibility on the Board of Directors,  or
any member  thereof,  to approve such  Business  Combination  or  recommend  its
adoption  or  approval  to the  stockholders  of the  Company,  nor  shall  such
compliance  limit,  prohibit  or  otherwise  restrict in any manner the Board of
Directors or any member  thereof with respect to  evaluations  of or actions and
responses taken with respect to such Business Combination.

         Section 9. Amendments to Article.  Notwithstanding any other applicable
provisions  of  law,  the  Articles  of  Organization,  or  these  By-laws,  and
notwithstanding   that  a  lesser  percentage  may  be  specified  by  law,  the
affirmative  vote of the holders of at least eighty  percent  (80%) of the votes
which all the  stockholders  would be entitled to cast at any annual election of
Directors  or class of  Directors  shall be required  to amend or repeal,  or to
adopt any provision inconsistent with this Article XIII.


                                   ARTICLE XIV
                               Amendments - Repeal

         (A)      Amendment by Directors.  Except with respect to any provisions
of these By- laws which by law, the Articles of  Organization  or these  By-laws
require action by the stockholders,  these By-Laws may be amended or repealed by
the  affirmative  vote of a majority of the Directors then in office.  Not later
than the time of giving  notice  of the  annual  meeting  of  stockholders  next
following  the  amending or repealing  by the  Directors  of any By-law,  notice
thereof stating the substance of such change shall be given to all  stockholders
entitled to vote on amending the By-laws.

         (B)      Amendment  by  Stockholders.  In  addition  to  the  right  of
directors to amend the By-laws in this Article XIV, paragraph (A), these By-laws
may be amended or repealed  at any annual  meeting of  stockholders,  or special
meeting of stockholders  called for such purpose,  by the affirmative vote of at
least  two-thirds  of the total votes  eligible to be cast on such  amendment or
repeal by holders of voting stock, voting together as a single class;  provided,
however,  that if the Board of Directors  recommends that  stockholders  approve
such  amendment or repeal at such  meeting of  stockholders,  such  amendment or
repeal shall only require the affirmative  vote of a majority of the total votes
eligible  to be cast on such  amendment  or repeal by holders  of voting  stock,
voting together as a single class.

                                       25
<PAGE>
                                   ARTICLE XV
                            Control Share Acquisition

         The provisions of Chapter 110D of the General Laws of the  Commonwealth
of Massachusetts ("Chapter 110D"), as it may be amended from time to time, shall
not apply to "control share  acquisitions"  of the Company within the meaning of
Chapter 110D.