Exhibit 3.2               AMENDED AND RESTATED BY-LAWS
                          ----------------------------

                              AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                           ALLIS-CHALMERS CORPORATION



                     INCORPORATED UNDER THE LAWS OF DELAWARE

                                 MARCH 15, 1913

                                  -------------



ARTICLE I
                                  STOCKHOLDERS

          SECTION 1. The annual meeting of the stockholders of the Company shall
be held at a place  designated  by the Board of Directors  within or without the
State of Delaware,  on the second  Wednesday  after the first  Tuesday in May in
each year,  if not a legal  holiday,  and if a legal  holiday,  then on the next
succeeding  Wednesday not a legal holiday, or on such other date in the month of
April,  May or  June  in any  particular  year  which  the  Board  of  Directors
designates for the purpose of electing Directors and for the transaction of such
other proper business as may be brought before the meeting.

          SECTION 2. Special  meetings of the  stockholders may be held whenever
called in writing by the Chairman of the Board or by  resolution of the Board of
Directors  at which a quorum is present,  or as provided in the  Certificate  of
Incorporation.  Such special  meetings shall be held within or without the State
of Delaware, as may be ordered by the Board of Directors, and in the same manner
as the annual  meeting,  but only such  subjects  shall be  considered or action
taken as may have been provided for in the notice.

          SECTION 3. Notice of each meeting of the  stockholders  shall be given
by the Secretary by mailing a copy of such notice to each stockholder of record,
of a class or  series  entitled  to vote at such  meeting,  other  than any such
stockholder with whom  communication is unlawful,  at the last address appearing
on the  records of the  Company,  at least ten,  but not more than  sixty,  days
before such  meeting.  Such notice  shall state the place,  date and hour of the
meeting and, in the case of a special meeting, the purpose or purposes for which
the meeting is called.  All or any of the  stockholders  may waive notice of any
meeting.

          SECTION 4. At all  meetings  of the  stockholders,  the holders of the
shares  of the  capital  stock of the  Company  having a  majority  of the votes
entitled  to be cast at the  meeting,  present  in  person  or by  proxy,  shall
constitute a quorum of the stockholders for all


<PAGE>

purposes,  except  in cases  where  the  representation  of a larger  number  is
required by law or the Certificate of Incorporation.  Unless otherwise  required
by law or the  Certificate  of  Incorporation,  any question  brought before any
meeting of  stockholders  shall be  decided  by a  majority  of the votes of the
shares represented and entitled to be voted at such meeting.

          If a quorum of stockholders  shall not be present at the meeting,  the
holders of shares  having a majority of the votes  represented  at the  meeting,
present in person or by proxy,  may  adjourn  the same from time to time until a
quorum  shall be present,  and at any such  adjourned  meeting at which a quorum
shall be present,  any  business may be  transacted  which might have been acted
upon at the  meeting  as  originally  called.  Notice  need not be given of such
adjourned  meeting if the time and place thereof are announced at the meeting at
which the  adjournment  is taken unless the  adjournment is for more than thirty
days,  or if after the  adjournment a new record date is fixed for the adjourned
meeting, in which event a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

          SECTION  5.  Unless   otherwise   provided  in  the   Certificate   of
Incorporation  or in any  resolution  or  resolutions  adopted  by the  Board of
Directors  pursuant  thereto  providing  for the issue of  shares of  particular
series of Preferred Stock, and subject to the provisions of Section 4 of Article
V of these  By-Laws,  each  stockholder  shall be  entitled to one vote for each
share of capital stock held by such  stockholder.  Each stockholder  entitled to
vote at a meeting of  stockholders or to express consent or dissent to corporate
action in writing  without a meeting may authorize  another person or persons to
act for him by proxy,  but no proxy shall be voted on after three years from its
date, unless the proxy provides for a longer period.

          SECTION 6. At each  meeting of the  stockholders,  except as otherwise
required by law,  the proxies and ballots  shall be received and taken in charge
by three inspectors, and all questions touching the qualification of voters, the
validity of proxies,  and the acceptance and rejection of votes shall be decided
by the inspectors.  Such inspectors shall be appointed by the Board of Directors
before or at the meeting or, if no such  appointment  shall have been made, then
by the presiding  officer.  If for any reason any of the  inspectors  previously
appointed  shall fail to attend or refuse or be unable to serve,  inspectors  in
place thereof shall be appointed in like manner.

          All  proxies  received  and  accepted  by any one of such  inspectors,
wherever located,  shall be deemed received and accepted by all inspectors,  and
may be voted at the  meeting,  notwithstanding  that any of such  proxies may be
located  elsewhere  than at the place where the meeting is held.  The inspectors
present at the meeting shall maintain a list of all valid proxies received prior
to the closing of the polls.

                                   ARTICLE II
                               BOARD OF DIRECTORS

          SECTION 1. The Board of Directors shall have the general management of
the affairs,  property and business of the Company, and may adopt such rules and
regulations  for that  purpose  and for the conduct of meetings as the Board may
deem  proper.  The Board may


                                      -2-
<PAGE>

exercise  and shall be vested with the powers of the  Company  not  inconsistent
with law, the Certificate of Incorporation or these By-laws.

          SECTION 2. The number of Directors constituting the Board of Directors
shall be fixed at seven (7). Directors need not be stockholders of the Company.

          SECTION 3. Except as  otherwise  provided by law or by these  By-laws,
the Directors of the Company shall hold office until the next annual  meeting of
stockholders.  Each  Director  shall be elected to serve  until the next  annual
meeting of  stockholders  and until a successor shall have been duly elected and
qualified or until such Director's  earlier death,  resignation or removal.  Any
vacancies in the Board of Directors may be filled by a majority of the Directors
then in office,  though less than a quorum;  provided,  however,  that any third
party  pursuant to an agreement  with the Company shall have the right to fill a
vacancy  created by the  departure of a Director who was nominated by such third
party.  A Director so chosen shall hold office for the unexpired term in respect
of which the vacancy  occurred  or was  created  and until his or her  successor
shall be  elected  and  qualified  or until his or her  earlier  resignation  or
removal.

          SECTION 4. As of the date these By-laws are being amended, the Company
shall  include in any slate of nominees  for  election to the Board of Directors
three (3) nominees (a "PBGC Director" and  collectively,  the "PBGC  Directors")
designated by the Pension Benefit Guaranty Corporation ("PBGC") pursuant to that
certain  Agreement,  dated as of  February  28, 1999 (the  "Master  Agreement"),
between the Company and the PBGC.

          SECTION  5. The  Directors  may hold  their  meetings  and may have an
office and keep the books of the Company  (except as  otherwise  may be provided
for by law) in such place or places, within or without the State of Delaware, as
from  time to time the  Board of  Directors  or the  Chairman  of the  Board may
determine.

          SECTION 6. Regular  meetings of the Board of  Directors  shall be held
pursuant to a schedule  established by the Board at its first meeting  following
the annual  meeting of  stockholders.  Such meetings shall be held on the second
Wednesday of the month,  or at such other time as may be determined by the Board
of Directors or the Chairman of the Board.

          SECTION 7. Special  meetings of the Board of  Directors  shall be held
whenever  called by the Chairman of the Board,  or in his absence by any officer
who is a Director, the Executive Committee, or by one-third of the whole Board.

          SECTION 8.  Regular  meetings  of the Board of  Directors  may be held
without notice provided that the time and place of such meeting is designated at
the preceding  regular  meeting of the Board of Directors.  Notice of each other
regular  meeting and of each special  meeting of the Board of Directors shall be
given to each  Director by letter mailed at least three days before the meeting,
by  telegraph  sent at least two days  before the  meeting,  or by such  shorter
telephone or other notice as the person or persons  calling the meeting may deem
appropriate in the circumstances.


                                      -3-
<PAGE>

          SECTION 9. A majority of the Directors at the time in office but in no
event less than  one-third of the whole Board shall  constitute a quorum for the
transaction of business at any meeting of the Board of Directors. If less than a
quorum be present at a meeting,  the  Directors  present may adjourn the meeting
and the  meeting  may be held as  adjourned  with due  notice of such  adjourned
meeting.  If a quorum be present at a meeting,  and the meeting is  adjourned to
reconvene  at a later time and/or  date,  due notice of such  adjourned  meeting
shall be given.  Except as  otherwise  provided  by law, by the  Certificate  of
Incorporation, by these By-laws or in the immediately following sentence, when a
quorum is present at any  meeting of the Board of  Directors,  a majority of the
Directors  present at such meeting shall decide any question brought before such
meeting and the action of such majority  shall be deemed to be the action of the
Board. Notwithstanding the foregoing, when a quorum is present at any meeting of
the Board of Directors, the affirmative vote of at least four Directors shall be
necessary to: (i) determine the fair value of the Company  Common Stock,  or any
security that is convertible,  exercisable or  exchangeable  for or into Company
Common Stock,  and authorize the issuance  thereof at the determined fair value;
(ii)  authorize a  consolidation  or merger of the Company  with or into another
person; or (iii) authorize the sale, assignment,  transfer, lease, conveyance or
other disposal of 50% or more of the property or assets of the Company in one or
more related  transactions.  The  Directors  present at any duly called and held
meeting at which a quorum is present or represented  may continue to do business
until adjournment,  notwithstanding the withdrawal of such Directors as to leave
less than a quorum.

          SECTION  10.  Any  action  required  or  permitted  to be taken at any
meeting if all members of the Board of Directors or  committee,  as the case may
be,  consent  thereto in writing and the writing or writings  are filed with the
minutes of proceedings of the Board of Directors or such committee.

          SECTION  11.  Unless   otherwise   provided  by  the   Certificate  of
Incorporation  or  these  By-laws,  members  of the  Board of  Directors  or any
committee thereof may participate in a meeting of the Board or such committee by
means of a conference telephone or similar communications  equipment by means of
which all persons participating in the meeting can hear each other.

          SECTION 12. Except as otherwise provided by these By-laws:

          (a) the Board of Directors may, by resolution  passed by a majority of
the whole Board,  designate an Executive  Committee and one or more  committees,
each committee to consist of one or more  Directors.  Each such committee  shall
determine its own rules of operation and procedure.  The Board may designate one
or more Directors as alternative  members of the committee,  who may replace any
absent or disqualified members at any meeting of such committee.  In the absence
or disqualification of a member of the committee,  the member or members thereof
present at any meeting and not  disqualified  from voting,  whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors  to act at the  meeting  in the place of such  absent to  disqualified
member.

          (b) any  committee,  to the extent  provided in the  resolution of the
Board of  Directors  creating it, shall have and may exercise all the powers and
authority of the Board of


                                      -4-
<PAGE>

Directors in the  management  of the business and affairs of the Company and may
authorize  the seal of the Company to be affixed to all papers which may require
it. No committee  shall have the power or authority to (i) amend the Certificate
of  Incorporation;  (ii) adopt an  agreement of merger or  consolidation;  (iii)
recommend  to  the   stockholders   the  sale,  lease  or  exchange  of  all  or
substantially  all of the Company's  property and assets;  (iv) recommend to the
stockholders a dissolution  of the Company or a revocation of a dissolution;  or
(v)  amend  the  By-Laws  of the  Company.  Unless  the  resolution  creating  a
committee,  or the  Certificate  of  Incorporation  expressly  provide,  no such
committee  shall  have the  power or  authority  to  declare  a  dividend  or to
authorize the issuance of stock.

          SECTION 13. By resolution adopted by the Board of Directors, the Board
shall  appoint a  Nominating  Committee  consisting  of three  individuals.  The
Nominating  Committee shall include any Director  required to be included on the
Nominating  Committee  pursuant to any agreement between the Company and a third
party.  As of the date these By-Laws are being amended,  the Company is required
to include one PBGC Director on the Nominating  Committee pursuant to the Master
Agreement.  The  Nominating  Committee  shall  have all the power and  authority
granted  to it  by  the  Board  of  Directors,  including,  without  limitation,
recommending  criteria for the  selection of candidates to serve on the Board of
Directors,  evaluating  all proposed  candidates  for nomination to serve on the
Board of Directors,  recommending  to the Board of Directors a slate of nominees
for election by the stockholders of the Company and recommending to the Board of
Directors one or more nominees to fill vacancies in the Board of Directors.  The
Nominating   Committee  shall  also  consider   proposals  for  nomination  from
stockholders  of the Company  which are made in writing to the  Secretary of the
Company. As long as required by the Master Agreement,  the Nominating  Committee
shall recommend to the Board of Directors for election by the stockholders  each
of the PBGC's  designated  nominees  for  election to the Board of  Directors at
annual meetings of the Company's stockholders (or any special meeting or consent
solicitation for the election of directors). The Nominating Committee shall keep
a record of its acts and proceedings and shall report the same from time to time
to the Board of Directors.

          SECTION 14. By resolution adopted by the whole Board of Directors, the
Board shall appoint a Compensation  Committee  consisting of three  individuals.
The Compensation Committee shall include any Director required to be included on
the Compensation  Committee  pursuant to any agreement between the Company and a
third  party.  As of the date these  By-laws are being  amended,  the Company is
required to include one PBGC Director on the Compensation  Committee pursuant to
the  Master  Agreement,  and such PBGC  Director  shall be the  Chairman  of the
Compensation Committee.  The Compensation Committee shall have all the power and
authority  as  granted  to it by the  Board  of  Directors,  including,  without
limitation,  the power and authority to establish the  compensation and benefits
for Directors,  officers and, at the option of the Compensation Committee, other
managerial  personnel of the Company and its  subsidiaries,  including,  without
limitation,  fixing the cash  compensation  of such  persons,  establishing  and
administering  compensation  and benefit plans for such persons and  determining
awards  thereunder,  and entering  into (or amending  existing)  employment  and
compensation  agreements with any such persons. The Compensation Committee shall
perform  such  other  duties  as shall  from  time to time be


                                      -5-
<PAGE>

delegated  to  the  Compensation  Committee  by  the  Board  of  Directors.  The
Compensation Committee shall consist solely of Directors who are not officers of
the Company.

                                  ARTICLE III
                                    OFFICERS

          SECTION 1. The  Executive  Officers of the Company  shall be chosen by
the Board of Directors.  There shall be a Chairman of the Board, a President,  a
Secretary and a Treasurer,  and may also be one or more Vice Presidents and such
other officers, if any, as the Board may from time to time determine. Any number
of offices may be held by the same person  unless  otherwise  prohibited by law,
the Certificate of Incorporation or these By-Laws.

          Any vacancy  occurring in any office of the Company shall be filled by
the Board of Directors by the vote of a majority of all the Directors present at
any meeting at which a quorum is present  except that,  in its  discretion,  the
Board of  Directors  may  leave  unfilled  for any such  period as it may fix by
resolution,  any office  except  those of Chairman of the Board,  Treasurer  and
Secretary.

          All executives and other officers,  agents or employees may be removed
from office by the Board of Directors at any time with or without cause.

          The Executive  Committee  shall have the power to remove all officers,
agents and employees of the Company, except officers elected or appointed by the
Board of Directors.

          SECTION 2. The Chairman of the Board shall  preside at all meetings of
the stockholders  and of the Board of Directors.  He may sign with the Secretary
or an Assistant Secretary certificates of stock of the Corporation, and he shall
perform such other duties as may be prescribed by a resolution or resolutions of
the Board of Directors.

          In addition to presiding at meetings of the stockholders and the Board
of  Directors,  the  Chairman  of the  Board  shall  fulfill  other  duties  and
responsibilities  as assigned to him by the Board of Directors or the  Executive
Committee.

          SECTION 3. The President shall be the Chief  Executive  Officer of the
Corporation.  He shall, in the absence of the Chairman of the Board,  preside at
all meetings of the stockholders  and of the Board of Directors.  Subject to the
authority  of  the  Board  of  Directors,  he  shall  have  general  charge  and
supervision  of the  business  and affairs of the  Corporation.  He may sign and
execute in the name of the Corporation all deeds, mortgages, bonds, contracts or
other  instruments,  except in cases in which the signing and execution  thereof
shall have been  expressly  delegated by the President or the Board of Directors
to some other  officer or agent of the  Corporation.  He may vote stock in other
corporations, and he shall perform such other duties as from time to time may be
assigned to him by the Board of Directors.

          SECTION  4. The  Treasurer  shall  perform  all acts  incident  to the
position of Treasurer,  subject to the control and  supervision  of the Board of
Directors,  the  Executive


                                      -6-
<PAGE>

Committee  and  the  Chairman  of the  Board.  By way of  illustration,  but not
limitation, of such authority, the Treasurer shall have custody of all the funds
and securities of the Company;  he may sign and execute all bonds,  contracts of
purchase or sale to which the Company is a party, documents or other obligations
in the name of the Company;  he shall attend to the  collection of all accounts,
bills  receivable  and other  demands  owing to the  Company;  he may endorse on
behalf of the Company for collection,  checks, notes and other obligations,  and
may  deposit  the same with all other  funds in his custody to the credit of the
Company  in such  banks,  trust  companies,  or  depositaries  as the  Board  or
Executive  Committee  may  designate;  he may sign all receipts and vouchers for
payments made to the Company; he may sign all checks,  drafts and orders for the
payment of money executed by the Company in the usual course of its business; he
may sign all bills of exchange and  promissory  notes of the  Company;  he shall
keep full and accurate records showing all the receipts and disbursements of the
Company,  he shall,  whenever  requested,  furnish  to the  Board of  Directors,
Executive  Committee,  Chairman of the Board or President a detailed  account of
the receipts and expenditures of the Company for any specified  period,  and his
books and papers  shall at all times be open and subject to the  examination  of
the  Board,  Executive  Committee,  Chairman  of the Board,  President  or their
appointees for that purpose; he shall render to the Board,  Executive Committee,
Chairman  of the  Board or other  officer  selected  by the  Chairman,  whenever
requested,  a statement of his  transactions  as Treasurer  and of the financial
condition of the Company.

          The Treasurer  shall furnish a bond for the faithful  discharge of his
duties in such sum and in such form and  containing  such  provisions  as may be
required by the Board of Directors or  Executive  Committee.  The premium of any
surety company for furnishing such bond shall be paid by the Company.

          SECTION 5. The  Secretary  shall  perform all of the duties  generally
incident  to the office of  Secretary,  subject  to the  control of the Board of
Directors,  Executive  Committee  and  the  Chairman  of  the  Board.  By way of
illustration,  but not limitation, of such authority, the Secretary shall record
all of the proceedings of the meetings of the  stockholders of the Company,  the
Board of  Directors,  and the  Executive  Committee in books to be kept for that
purpose;  he shall  attend to the  giving  and  serving  of all  notices  of the
Company; he may sign or attest with the Chairman of the Board, the President, or
other corporate officer in the name of the Company all contracts or documents to
which  the  Company  is a  party,  authorized  by the  Board of  Directors,  the
Executive Committee, or a corporate officer and, when required,  shall affix the
seal of the Company thereto;  and he shall have charge of the stock  certificate
books, transfer books, the stock ledgers, and such other books and papers as the
Board of Directors,  Executive Committee, Chairman of the Board or President may
direct, all of which shall at all reasonable times be open to the examination of
any  Director  upon  application  at the office of the Company  during  business
hours.

          SECTION 6. All other officers  shall have the  authority,  perform the
duties and  exercise  such  powers in the  management  of the  Company as may be
assigned to them from time to time by the Board of  Directors  or the  Executive
Committee or by the President.


                                      -7-
<PAGE>

                                   ARTICLE IV
                               CONDUCT OF BUSINESS

          SECTION 1. All checks, drafts or orders for the payment of money shall
be signed by such officers or employees of the Company as the Board of Directors
or the  Executive  Committee may  designate,  subject to such  restrictions  and
regulations as may be ordered from time to time by the Board of Directors or the
Executive Committee.

          No check shall be drawn or funds used for any purposes  other than the
corporate business of the Company.

          SECTION 2. Unless  otherwise  ordered by the Board of  Directors,  the
Chairman  of the  Board  or the  President,  or any  other  person  specifically
authorized  thereto by the Chairman of the Board,  the President,  the Executive
Committee  or the Board of  Directors,  shall have full power and  authority  to
execute,  in the name of and on  behalf  of the  Company,  powers  of  attorney,
proxies,  waivers of notice of meeting,  consents and other instruments relating
to securities owned by the Company,  and to attend and to act and to vote at any
meeting of  stockholders of any corporation in which the Company may hold stock,
and at any such meeting or otherwise  shall possess and may exercise any and all
rights and powers  incident to the  ownership of such stock,  and which,  as the
owner thereof, the Company might have possessed and exercised.

                                   ARTICLE V
                                  CAPITAL STOCK

          SECTION 1. The  certificates  for shares of the  capital  stock of the
Company  shall  be in  such  form  not  inconsistent  with  the  Certificate  of
Incorporation  as shall be approved by the Board of Directors.  The  certificate
shall be signed by (a) the  Chairman of the Board or the  President or any other
officer  legally  empowered to sign on behalf of the Company and duly authorized
to do so by the  Board  of  Directors  or the  Executive  Committee  and (b) the
Secretary or the Treasurer or, if so authorized by the Board of Directors or the
Executive   Committee,   by  an  assistant  secretary  or  assistant  treasurer,
certifying  the number of shares  owned in the  Company,  and shall not be valid
unless so signed;  provided,  however, that, if permitted by law, the signatures
of such officials may be facsimiles, engraved or printed, and provided, further,
that outstanding certificates issued in conformance with the law and the By-Laws
of the Company at the time of their issue  shall  continue to be valid  although
not in conformance with this By-Law.

          The Board of  Directors  may appoint one or more  Transfer  Agents and
Registrars.  If a Transfer Agent and Registrar shall have been appointed for any
class or series of stock of the Company, all stock certificates of such class or
series shall bear the signature of such Transfer Agent and  Registrar;  provided
however, that any such signature may be a facsimile.

          All certificates surrendered to the Company shall be cancelled, and no
new  certificates  shall be issued,  until the former  certificate  for the same
number of shares of the


                                      -8-
<PAGE>

same class shall have been surrendered and cancelled,  except as provided in the
next paragraph.

          The Board of Directors may direct a new certificate or certificates to
be issued in place of any certificate or certificates  theretofore issued by the
Company  alleged to have been lost,  stolen or destroyed,  upon the making of an
affidavit  of that fact by the person  claiming the  certificate  of stock to be
lost,  stolen or destroyed.  When authorizing such issue of a new certificate or
certificates,  the Board of Directors  may, in its discretion and as a condition
precedent to the  issuance  thereof,  require the owner of such lost,  stolen or
destroyed certificate or certificates or his legal representative,  to advertise
the same in such manner as it shall require and/or to give the Company a bond in
such sum as it may  direct  as  indemnity  against  any  claim  that may be made
against the Company with respect to the  certificate  alleged to have been lost,
stolen or destroyed.

          SECTION  2.  Shares  of the  capital  stock  of the  Company  shall be
transferred  only upon the books of the Company  and only at the proper  written
instruction of the registered holder thereof,  or his duly authorized  attorney,
upon surrender and  cancellation  of  certificates  for a like number of shares,
except as  provided  in the last  paragraph  of Section 1 of this  Article,  and
payment of all applicable transfer taxes.

          SECTION 3. The Board of  Directors  shall have power and  authority to
make  all such  rules  and  regulations  as they  deem  necessary  or  expedient
concerning the issue,  transfer,  and registration of certificates for shares of
the capital stock of the Company,  subject,  however,  to applicable laws and to
the rules and  regulations  of any stock  exchange  or  exchanges  on which such
capital stock is listed.

          SECTION 4. In order that the Company may  determine  the  stockholders
entitled  to  notice  of or to  vote  at  any  meeting  of  stockholders  or any
adjournment  thereof,  or entitled to receive  payment of any  dividend or other
distribution  or allotment of any rights,  or entitled to exercise any rights in
respect of any change,  conversion  or exchange of stock,  or for the purpose of
any other lawful  action,  the Board of Directors may fix, in advance,  a record
date,  which shall not be more than sixty days nor less than ten days before the
date of such meeting.  A  determination  of  stockholders  of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting;  provided,  however,  that the Board of Directors  may fix a new
record date for the adjourned meeting.

          SECTION 5. The Company  shall be entitled to recognize  the  exclusive
right of a person  registered  on its books as the  owner of  shares to  receive
dividends,  and to  vote as  such  owners,  and to hold  liable  for  calls  and
assessments a person  registered on its books as the owner of shares,  and shall
not be bound to  recognize  any  equitable or other claim to or interest in such
share or shares on the part of any other  person,  whether  or not it shall have
express or other notice  thereof,  except as  otherwise  provided by the Laws of
Delaware.


                                      -9-
<PAGE>

                                   ARTICLE VI
                                 INDEMNIFICATION

          SECTION 1.  Subject to Section 4 of this  Article,  the Company  shall
indemnify  any person who was or is a party or is  threatened to be made a party
to any  threatened,  pending or completed  action,  suit or proceeding,  whether
civil, criminal,  administrative or investigative (other than an action by or in
the right of the  Company)  by reason of the fact that he is or was a  Director,
officer,  employee or agent of the Company,  or is or was serving at the request
of the Company as a  Director,  officer,  employee,  agent or trustee of another
corporation,  partnership,  joint venture,  trust or other  enterprise,  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  actually  and  reasonably  incurred by him in  connection  with such
action,  suit or  proceeding  if he  acted  in good  faith  and in a  manner  he
reasonably believed to be in or not opposed to the best interests of the Company
(or, if acting as a trustee for trust funds  established  by the Company for the
benefit of its employees,  he did so in accordance with fiduciary  standards set
forth in the  relevant  trust  document(s))  and,  with  respect to any criminal
action or  proceeding,  had no  reasonable  cause to  believe  his  conduct  was
unlawful. The termination of any action, suit or proceeding by judgment,  order,
settlement,  conviction,  or upon a plea of nolo  contendere or its  equivalent,
shall not of itself  create a  presumption  that the  person did not act in good
faith and in a manner  which he  reasonably  believed to be in or not opposed to
the best interests of the Company,  and, with respect to any criminal  action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

          SECTION 2.  Subject to Section 4 of this  Article,  the Company  shall
indemnify  any person who was or is a party or is  threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
Company to  procure a judgment  in its favor by reason of the fact that he is or
was a Director,  officer, employee or agent of the Company, or is or was serving
at the  request of the  Company as a  Director,  officer,  employee  or agent of
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
him in  connection  with the defense or  settlement of such action or suit if he
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed to the best  interests  of the Company;  except that no  indemnification
shall be made in respect of any claim,  issue or matter as to which such  person
shall  have been  adjudged  to be liable for  negligence  or  misconduct  in the
performance  of his duty to the  Company  unless and only to the extent that the
Court of Chancery  or the court in which such  action or suit was brought  shall
determine upon  application  that,  despite the adjudication of liability but in
view of all the  circumstances of the case, such person is fairly and reasonably
entitled  to  indemnify  for such  expenses  which the Court of Chancery or such
other court shall deem proper.

          SECTION 3. The  indemnification  provided by this Article shall not be
deemed exclusive of any other rights to which those seeking  indemnification may
be entitled under any By-Law,  agreement,  vote of stockholders or disinterested
Directors or  otherwise,  both as to action in his  official  capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a  Director,  officer,  employee  or agent and shall
inure to the  benefit  of the  heirs,  executors  and  administrators  of such a
person.


                                      -10-
<PAGE>

          SECTION 4. Any indemnification under this Article (unless ordered by a
court) shall be made by the Company only as authorized in the specific case upon
a determination that indemnification of the Director, officer, employee or agent
is proper in the  Circumstances  because he has met the applicable  standards of
conduct set forth in Section 1 or Section 2 of this Article, as the case may be.
Such  determination  shall be made (1) by the Board of  Directors  by a majority
vote of a quorum  consisting  of Directors  who were not parties to such action,
suit or  proceeding,  or (2) if  such  quorum  is not  obtainable,  or,  even if
obtainable a quorum of disinterested  Directors so directs, by independent legal
counsel  in a  written  opinion,  or  (3) by the  stockholders.  To the  extent,
however,  that a  Director,  officer,  employee or agent of the Company has been
successful  on the  merits  or  otherwise  in  defense  of any  action,  suit or
proceeding described above, or in defense of any claim, issue or matter therein,
he shall be indemnified  against expenses  (including  attorneys' fees) actually
and reasonably incurred by him in connection therewith, without the necessity of
authorization in the specific case.

          SECTION 5. Notwithstanding any contrary  determination in the specific
case under Section 4 of this  Article,  and  notwithstanding  the absence of any
determination thereunder, any Director,  officer, employee or agent may apply to
any court of competent jurisdiction in the State of Delaware for indemnification
to the extent otherwise  permissible under Sections 1 and 2 of this Article. The
basis of such  indemnification by a court shall be a determination by such court
that  indemnification of the Director,  officer,  employee or agent is proper in
the  circumstances  because he has met the  applicable  standards of conduct set
forth in Section 1 or 2 of this Article, as the case may be. Any application for
indemnification  made to any court  pursuant to this  Section 5 shall be made in
such manner and form as may be required  by the  applicable  rules of such court
or, in the absence thereof,  by direction of the court to which such application
is made. Notice of any application for indemnification pursuant to the Section 5
shall be given to the Company promptly upon the filing of such application.

          SECTION  6.  Expenses   incurred  in  defending  or   investigating  a
threatened or pending civil or criminal  action,  suit or proceeding may be paid
by the  Company in  advance of the final  disposition  of such  action,  suit or
proceeding  as  authorized  by the Board of Directors in the specific  case upon
receipt of an undertaking by or on behalf of the Director,  officer, employee or
agent to repay such amount unless it shall  ultimately be determined  that he is
entitled to be indemnified by the Company as authorized in this Article.

          SECTION  7.  For the  purpose  of  this  Article,  references  to "the
Company"  include all constituent  corporations  absorbed in a consolidation  or
merger as well as the resulting or surviving  corporation so that any person who
is or  was a  Director,  officer,  employee  or  agent  of  such  a  constituent
corporation or is or was serving at the request of such constituent  corporation
as a Director,  officer, employee or agent of another corporation,  partnership,
joint venture,  trust or other enterprise shall stand in the same position under
the  provisions  of this  Article  with  respect to the  resulting  or surviving
corporation.


                                      -11-
<PAGE>

                                  ARTICLE VII
                                     GENERAL

          SECTION 1. Fiscal Year.  The fiscal year shall begin on the 1st day of
January and end on the following 31st day of December in each year.

          SECTION 2.  Dividends and Working  Capital.  The Board of Directors in
its  discretion  shall  have full  power to fix the  amount to be  reserved  for
working  capital  and other  corporate  purposes,  to modify or  eliminate  such
reserves and,  subject to the General  Corporation  Law of the State of Delaware
and the Certificate of  Incorporation,  to declare dividends from the surplus or
net profits of the Company over and above the amount so reserved.

          SECTION 3. Seal. The corporate  seal shall have inscribed  thereon the
name of the Company and the year and the name of the State of its incorporation.
Such seal shall be in the charge of the  Secretary.  If and when so  directed by
the Board of Directors,  or the  Secretary,  a duplicate of the seal may be kept
and used by the Treasurer or by any Assistant Secretary or Assistant Treasurer.

          SECTION 4. Surety Bond.  Any officer or employee of the Company having
authority to sign checks or orders for the payment of money shall furnish a bond
of a surety company for the faithful  discharge of his duties in such sum and in
such form and  containing  such  provisions  as may be  required by the Board of
Directors or the Executive Committee, and the premiums of the surety company for
furnishing such bond shall be paid by the Company.

          SECTION 5. Waivers of Notice;  Dispensing  With  Notice.  Whenever any
notice  whatever is required  to be given  under the  provisions  of the General
Corporation Law of the State of Delaware, of the Certificate of Incorporation of
the Corporation, or of these By-Laws, a waiver thereof in writing, signed by the
person or persons  entitled  to said  notice,  whether  before or after the time
stated therein,  shall be deemed equivalent thereto.  Neither the business to be
transacted  at,  nor the  purpose  of, any  regular  or  special  meeting of the
stockholders,  Directors  or  Committee  of  Directors  need be specified in any
written waiver of notice.

          Attendance  of a person  at a  meeting  shall  constitute  a waiver of
notice of such meeting, except when the person attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened.

          Whenever  any  notice  whatever  is  required  to be given  under  the
provisions  of the  General  Corporation  Law of the State of  Delaware,  of the
Certificate  of  Incorporation,  or of these  By-Laws,  to any person  with whom
communication  is unlawful the giving of such notice to such person shall not be
required  and there shall be no duty to apply to any  governmental  authority or
agency  for a license  or permit to give  such  notice to such  person;  and any
action or meeting which shall be taken or held without notice to any such person
shall


                                      -12-
<PAGE>

have the same force and effect as if such  notice  had been duly  given.  In the
event that the action taken by the Company is such as to require the filing of a
certificate under any of the other sections of this title, the certificate shall
state,  if such is the fact and if notice is required,  that notice was given to
all  persons   entitled  to  receive   notice  except  such  persons  with  whom
communication is unlawful.

          SECTION 6. Amendments. These By-Laws may be altered or repealed by the
stockholders  at any annual or at any special  meeting,  provided  notice of the
proposed  alteration or repeal is included in the notice of such  meeting,  and,
except  for  By-Laws  that have been  adopted by the  stockholders,  may also be
amended or repealed by the Board of Directors at any regular or special meeting.


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