Amended as of April 3, 1998

                                   BY-LAWS OF

                         ANDREA ELECTRONICS CORPORATION

                                   ARTICLE I

                                    OFFICES

         The principal  office of the Corporation  shall be at 45 Melville Park
Road,  Melville,  New  York  11747,  or at such  other  place  as the  Board of
Directors may from time to time direct.  The Corporation may also establish and
have such other  offices or places,  within or outside the State of New York or
any place in the world,  as may from time to time be designated by the Board of
Directors.

                                   ARTICLE II

                                  SHAREHOLDERS

         2.1. Share Certificates.  The certificates of stock of the Corporation
shall be numbered and shall be entered in the books of the  Corporation as they
are issued.  They shall  exhibit the  holder's  name and number of shares,  set
forth any other information prescribed by the New York Business Corporation Law
("Business  Corporation Law") and by any other applicable provision of law, and
shall be signed by the  President or a Vice  President  and the Secretary or an
Assistant  Secretary of the  Corporation.  Certificates  may be sealed with the
seal of the Corporation or a facsimile thereof. The signatures of the President
or a  Vice  President  and  the  Secretary  or an  Assistant  Secretary  upon a
certificate  may be facsimiles if the  certificate is manually signed on behalf
of a transfer agent or a registrar. In case any officer who has signed or whose
facsimile  signature has been placed upon such certificate shall have ceased to
be such  officer  before such  certificate  is issued,  it may be issued by the
Corporation  with the same effect as if he were such officer at the date of its
issuance.  The Board of  Directors  may  appoint  banks or trust  companies  as
transfer agent and as registrar of stock until  otherwise  ordered by the Board
of Directors.  After the  appointment of such transfer agent and registrar,  no
certificate  issued to represent the Corporation's  stock shall be binding upon
the  Corporation or have any validity  unless signed by such transfer agent and
by such registrar,  or their  respective  successors as may be appointed by the
Board of Directors.

         No certificate shall be issued for any share until such share is fully
paid, except as otherwise provided in the New York Business Corporation Law.

         2.2.  Fractional  Share Interests or Scrip.  The Corporation may, when
necessary or desirable in order to effect share transfers,  share distributions
or  reclassifications,  mergers,  consolidations  or  reorganizations,  issue a
fraction of a share,  make arrangements or provide  reasonable  opportunity for
any person entitled to a fractional interest in a share to sell such fractional
interest  or to  purchase  such  additional  fractional  interests  as  may  be
necessary to acquire a full share, pay in cash the fair value of fractions of a
share  as of the time  when  those  entitled  to  receive  such  fractions  are
determined,  or issue scrip in  registered  or bearer form,  over the manual or
facsimile  signature of an officer of the Corporation or its agent, which shall
entitle the holder to receive a certificate for a full share upon the surrender
of such scrip  aggregating a full share. A certificate  for a fractional  share
shall,  but scrip  shall not unless  otherwise  provided  therein,  entitle the
holder  to  exercise  voting  rights,  to  receive  dividends  thereon  and  to
participate  in  any  of  the  assets  of  the  Corporation  in  the  event  of
liquidation.

         The Board of  Directors  may cause  scrip to be issued  subject to the
condition  that  it  shall  become  void  if  not  exchanged  for  certificates
representing  full shares before a specified  date, or subject to the condition
that the shares for which scrip is exchangeable  may be sold by the Corporation
and the proceeds thereof distributed to the holders of scrip, or subject to any
other  conditions  which  the  Board  of  Directors  may deem  advisable.  Such
conditions shall be stated or fairly summarized on the face of the certificate.

         2.3. Share Transfers.  Upon compliance with any provisions restricting
the  transferability  of  shares  that may be set forth in the  Certificate  of
Incorporation,  these  By-Laws,  or any written  agreement in respect  thereof,
transfers of shares of the  Corporation  shall be made only on the books of the
Corporation  by the registered  holder  thereof,  or by his attorney  thereunto
authorized  by power of attorney  duly executed and filed with the Secretary of
the  Corporation,  or with a transfer  agent or a registrar and on surrender of
the  certificate  or  certificates  for such shares  properly  endorsed and the
payment of all taxes thereon,  if any.  Except as may be otherwise  provided by
law,  the person in whose  name  shares  stand on the books of the  Corporation
shall be deemed the owner thereof for all purposes as regards the  Corporation;
provided  that  whenever any  transfer of shares  shall be made for  collateral
security,  and not  absolutely,  such fact,  if known to the  Secretary  of the
Corporation, shall be so expressed in the entry of transfer.

         2.4.  Record Date for  Shareholders.  For the  purpose of  determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or entitled to receive payment of any dividend,  or in
order to make a determination of shareholders for any other purpose,  the Board
of  Directors of the  Corporation  may fix in advance a date as the record date
for any such  determination  of  shareholders,  such date in any case to be not
more than fifty days and, in case of a meeting of  shareholders,  not less than
ten days  prior to the date on which  the  particular  action,  requiring  such
determination of  shareholders,  is to be taken. If no record date is fixed for
the determination of shareholders entitled to notice of or to vote at a meeting
of shareholders, or shareholders entitled to receive payment of a dividend, the
day next preceding the day which notice of the meeting is given or if no notice
is given,  the day on which the  meeting is held  shall be the record  date for
determination of shareholders. The record date for determining shareholders for
any other  purpose  shall be the date on which the  resolution  of the Board of
Directors  relating  thereto is adopted.  When a determination  of shareholders
entitled  to vote at any meeting of  shareholders  has been made as provided in
this section, the determination shall apply to any adjournment thereof,  unless
the Board of  Directors  fixes a new record  date under  this  section  for the
adjourned meeting.

         2.5.  Meaning of Certain Terms. As used herein in respect of the right
to notice of a meeting of shareholders or a waiver thereof or to participate or
vote  thereat or to consent or dissent in writing in lieu of a meeting,  as the
case may be, the term "share" or "shares" or  "shareholder"  or  "shareholders"
refers to an  outstanding  share or shares and to a holder or holders of record
of  outstanding  shares when the  Corporation  is  authorized to issue only one
class of shares, and said reference is also intended to include any outstanding
share or shares and any holder or  holders of record of  outstanding  shares of
any class upon which or upon whom the Certificate of Incorporation  confer such
rights where there are two or more classes or series of shares or upon which or
upon whom the Business Corporation Law confers such rights notwithstanding that
the Certificate of Incorporation  may provide for more than one class or series
of shares, one or more of which are limited or denied such rights thereunder.


                                  ARTICLE III

                            MEETINGS OF SHAREHOLDERS

         3.1. Annual Meetings.

                  3.1.1.  Date. The annual meeting of the  shareholders  of the
         Corporation  for the  election of the Board of  Directors  and for the
         transaction  of such other  business as may properly  come before such
         meeting  shall  be  held  on  such  date  and at  such  time as may be
         determined by the Board of Directors.

                  3.1.2.  Purpose.  At each annual  meeting,  the  shareholders
         shall elect the members of the Board of Directors  for the  succeeding
         year. At any such annual meeting any proper business  properly brought
         before the meeting may be transacted. To be properly brought before an
         annual  meeting,  business  must be (i) specified in the notice of the
         meeting (or any  supplement  thereto)  given by or at the direction of
         the Board of Directors,  (ii)  otherwise  properly  brought before the
         meeting  by or at the  direction  of the Board of  Directors  or (iii)
         otherwise  properly  brought before the meeting by a shareholder.  For
         business  to  be  properly  brought  before  an  annual  meeting  by a
         shareholder,  the shareholder  must have given written notice thereof,
         either by personal delivery or by United States mail, postage prepaid,
         to the Secretary of the Corporation, not later than 90 days in advance
         of such meeting. Any such notice shall set forth as to each matter the
         shareholder  proposes to bring  before the annual  meeting (i) a brief
         description  of the business  desired to be brought before the meeting
         and the reasons for  conducting  such  business at the meeting and, in
         the event that such business  includes a proposal-to  amend either the
         Certificate  of  Incorporation  or  By-Laws  of the  Corporation,  the
         language of the proposed  amendment,  (ii) the name and address of the
         shareholder  proposing such business,  (iii) a representation that the
         shareholder is a holder of record of stock of the Corporation entitled
         to vote at such meeting and intends to appear in person or by proxy at
         the meeting to propose such business,  and (iv) any material  interest
         of the shareholder in such business. No business shall be conducted at
         an annual  meeting  of  shareholders  except in  accordance  with this
         paragraph,  and the chairman of any annual meeting of shareholders may
         refuse to permit any business to be brought  before an annual  meeting
         without compliance with the foregoing procedures.

                  3.1.3.   Nominations  for  Directors.   Nominations  for  the
         election of directors  may be made by the Board of Directors or by any
         shareholder  entitled  to vote  for the  election  of  directors.  Any
         shareholder  entitled  to vote  for the  election  of  directors  at a
         meeting  may  nominate a person or persons for  election as  directors
         only if  written  notice  of such  shareholder's  intent  to make such
         nomination is given,  either by personal  delivery or by United States
         mail,  postage prepaid,  to the Secretary of the Corporation not later
         than (i) with  respect to an election to be held at an annual  meeting
         of  shareholders,  90 days in advance of such  meeting,  and (ii) with
         respect to an election to be held at a special meeting of shareholders
         for the  election of  directors,  the close of business on the seventh
         day  following the date on which notice of such meeting is first given
         shareholders.  Each  such  notice  shall set  forth:  (a) the name and
         address of the  shareholder who intends to make the nomination and the
         person or  persons  to be  nominated;  (b) a  representation  that the
         shareholder is a holder of record of stock of the Corporation entitled
         to vote at the  meeting and intends to appear in person or by proxy at
         the meeting to nominate the person or persons specified in the notice;
         (c) a description of all  arrangements or  understandings  between the
         shareholder  and each nominee and any other person or persons  (naming
         such  person  or  persons)   pursuant  to  which  the   nomination  or
         nominations  are  to be  made  by  the  shareholder;  (d)  such  other
         information  regarding  each nominee  proposed by the  shareholder  as
         would have been  required to be included in a proxy  statement  filing
         pursuant to the proxy rules of the Securities and Exchange  Commission
         had each nominee been nominated,  or intended to be nominated,  by the
         Board of Directors;  and (e) the consent of each nominee to serve as a
         Director of the Corporation if so elected. The chairman of any meeting
         of  shareholders  to elect  directors  and the Board of Directors  may
         refuse  to  acknowledge  the  nomination  of any  person  not  made in
         compliance with the foregoing procedure.

         3.2.  Special  Meetings.  A special meeting of the shareholders may be
called  at any  time by the  President,  any  Vice  President  or the  Board of
Directors,  and shall be called by the President or a Vice  President  upon the
written request of  shareholders of the Corporation  pursuant to Section 603 of
the Business Corporation Law.

         3.3.  Place of  Meetings.  The  meetings  of the  shareholders  of the
Corporation  shall be held at its principal  office in the State of New York or
at such  other  place  within  or  without  the  State  of New York as shall be
designated by the Board of Directors.

         3.4.  Notice of  Meetings.  Except as  otherwise  required by statute,
notice of each meeting of the shareholders, whether annual or special, shall be
in writing over the name of the President or the  Secretary.  Such notice shall
state the place,  day and hour of the  meeting,  and,  in the case of a special
meeting,  the  purpose or purposes  for which the meeting is called.  A copy of
such notice shall be served,  either  personally or by mail at the direction of
the President or the officer calling the meeting to each shareholder, upon each
shareholder  of record  entitled to vote at such meeting not less than ten days
(or not less than any such other minimum period of days as may be prescribed by
the Business Corporation Law) nor more than fifty days before such meeting. The
notice of any annual or special  meeting shall also include,  or be accompanied
by, any additional statements, information, or documents prescribed by statute.
If mailed,  such notice shall be deemed to be delivered  when  deposited in the
United States mail addressed to the shareholder at his address as it appears on
the stock  transfer books of the  Corporation,  with postage  thereon  prepaid.
Attendance of a shareholder at a meeting shall constitute a waiver of notice of
the meeting,  except where the shareholder  attends the meeting for the express
purpose of objecting,  at the beginning of the meeting,  to the  transaction of
any business because the meeting was not lawfully called or convened.  Whenever
any notice is  required  to be given to any  shareholder,  a waiver  thereof in
writing  signed by him or his  authorized  attorney-in-fact,  whether before or
after such meeting,  shall be the equivalent to the giving of such notice. When
a meeting is adjourned  to another time or place,  it shall not be necessary to
give any  notice of the  adjourned  meeting  if the time and place to which the
meeting is adjourned are announced at the meeting at which the  adjournment  is
taken,  and at the adjourned  meeting any business may be transacted that might
have been  transacted on the original  date of the meeting.  If,  however,  the
Board of  Directors  shall fix a new  record  date for the  adjourned  meeting,
notice of the adjourned  meeting shall be given each  shareholder  of record of
the new record date.

         3.5.  Quorum.  At all  meetings of the  shareholders  the  presence in
person or by proxy of the  holders of record of a majority  of the shares  then
issued and  outstanding  and entitled to vote shall be necessary and sufficient
to constitute a quorum for the transaction of business. After a quorum has been
established  at  a  shareholders'   meeting,   the  subsequent   withdrawal  of
shareholders,  so as to reduce the number of  shareholders at the meeting below
the number  required for a quorum,  shall not affect the validity of any action
taken at the meeting or any adjournment  thereof. In the absence of a quorum, a
majority in interest of the shareholders entitled to vote, present in person or
by proxy,  may adjourn the meeting.  At any such  adjourned  meeting at which a
quorum may be present,  any  business may be  transacted  which might have been
transacted at the meeting as originally called.

         3.6. Inspectors of Election.  The Board of Directors shall appoint two
persons, who need not be shareholders,  to act as Inspectors of Election at all
meetings of the  shareholders  until the close of the next annual  meeting.  No
candidate for the office of director shall act as an Inspector of Election.  If
there be a failure to appoint  Inspectors,  or if any  Inspector  appointed  be
absent  or  refuse  to act,  or if his  office  becomes  vacant,  the  Board of
Directors present at the meeting may choose temporary  Inspectors of the number
required.  The  Inspectors  appointed  to act at any  meeting  of the  Board of
Directors,  before entering upon the discharge of their duties,  shall be sworn
faithfully  to execute the duties of  Inspectors  at such  meeting  with strict
impartiality, and according to the best of their ability.

         3.7. Voting. Each shareholder  entitled to vote in accordance with the
terms of the Certificate of Incorporation and in accordance with the provisions
of these By-Laws shall be entitled to one vote, in person or by proxy, for each
share of stock entitled to vote held by such shareholder, but no proxy shall be
voted after eleven months from its date unless such proxy provides for a longer
period.  Every  proxy  shall  be  signed  by the  shareholder  or by  his  duly
authorized  attorney-in-fact,  and filed with the Secretary of the Corporation.
Upon the demand of any  shareholder,  the vote for  directors and the vote upon
any  question  before the meeting,  shall be by ballot.  At all meetings of the
shareholders,  all  matters  shall be decided  by a vote of a  majority  of the
number of shares of stock  present  in person or  represented  by proxy at such
meeting, except as otherwise provided in these By-Laws or by the Certificate of
Incorporation or the laws of the State of New York.

         3.8.  Voting  List.  The officer or agent  having  charge of the stock
transfer  books for shares of the  Corporation  shall make a complete  list, in
alphabetical order, of the shareholders entitled to vote at such meeting or any
adjournment  thereof,  with the address of and the number and class and series,
if any, of the shares held by each.  Such list shall be produced at the meeting
upon the request  thereat or prior  thereto of any  shareholder.  The  original
stock  transfer  book  shall  be  prima  facie  evidence  as  to  who  are  the
shareholders  entitled to examine such list or transfer books or to vote at any
meeting of shareholders.

         3.9. Waiver of Irregularities. All informalities and irregularities in
calls,  notices  of  meeting  and in the  manner  of  voting,  form  of  proxy,
credentials,  and methods of ascertaining those present, shall be deemed waived
if no objection is made thereto at the meeting.


                                   ARTICLE IV

                               BOARD OF DIRECTORS

         4.1.  General  Powers and  Qualifications.  The property,  affairs and
business of the  Corporation  shall be managed by the Board of  Directors.  The
Board of Directors  may exercise all of the powers of the  Corporation,  except
such as are by law or by the Certificate of  Incorporation  or by these By-Laws
expressly conferred upon or reserved to the shareholders.

         4.2. Number, Election and Term of Office. Until changed as hereinafter
provided,  the  number of  directors  shall be not less than three (3) nor more
than nine (9) as may be from time to time fixed by  resolution  of the Board of
Directors,  but no decrease in the number of directors shall have the effect of
shortening  the term of an incumbent  director.  Subject to the  provisions  of
Section  4.4.2 of this Article IV, the directors  shall be elected  annually by
the shareholders  entitled to vote at the annual meeting of shareholders,  by a
plurality of the votes at such election.  Each director  (whether elected at an
annual  meeting or to fill a vacancy or  otherwise)  shall  continue  in office
until the annual meeting of shareholders held next after his election and until
his successor shall have been elected and qualified or until his earlier death,
resignation or removal in the manner hereinafter provided.

         4.3. Meetings.

                  4.3.1. Time. Meetings shall be held at such time as the Board
         of  Directors  shall  fix,  except  that the first  meeting of a newly
         elected Board of Directors shall be held as soon after its election as
         the directors may conveniently assemble.

                  4.3.2.  Place.  Meetings shall be held at such place,  (within
         or  without  the  State of New York) as shall be fixed by the Board of
         Directors.

                  4.3.3.  Call.  Special meetings of the Board of Directors may
          be called by the Chairman of the Board,  if any, the  President,  any
          Vice President, or any two directors.

                  4.3.4.  Notice.  No  notice  shall be  required  for  regular
         meetings for which the time and place have been fixed.  Written,  oral
         or any other  mode of notice of the time and place  shall be given for
         special  meetings  no less than two days  before  the day on which the
         meeting is to be held. Unless otherwise provided herein, the notice or
         a waiver of notice of any meeting  need not specify the business to be
         transacted or the purposes of the meeting. Attendance of a director at
         a meeting  shall  constitute  a waiver of notice of such meeting and a
         waiver of any and all objections to the place of the meeting, the time
         of the meeting, or the manner in which it has been called or convened,
         except when a director  states,  at the beginning of the meeting,  any
         objection to the  transaction  of business  because the meeting is not
         lawfully called or convened. A director may waive notice of a meeting,
         before or after such meeting, in writing or by telegraph, radio, cable
         or telecopy.

                  4.3.5.  Telephonic  Participation.  Members  of the  Board of
         Directors  may  participate  in a meeting  of said Board by means of a
         conference telephone or similar  communications  equipment by means of
         which all persons  participating in the meeting can hear each other at
         the same time,  and  participation  by such  means  shall be deemed to
         constitute presence in person at a meeting.

                  4.3.6.  Chairman  of the  Meeting.  Meetings  of the Board of
         Directors  shall be presided  over by the  following  directors in the
         order of seniority  and if present and acting:  Chairman of the Board,
         if any, the President, or any other director chosen by the Board.

                  4.3.7. Quorum. The presence, at any meeting, of a majority of
         the  total  number  of  directors  constituting  the  entire  Board of
         Directors  shall be necessary and sufficient to constitute a quorum of
         the  transaction  of  business;  and except as  otherwise  required by
         statute,  the Certificate of Incorporation or these By--Laws,  the act
         of a majority of the directors  present at a meeting at which a quorum
         is present shall be the act of the Board of Directors.  In the absence
         of a quorum, a majority of the directors present at the time and place
         of any meeting  may  adjourn  such  meeting.  Notice of any  adjourned
         meeting need not be given to the directors who were not present at the
         time of the adjournment.

         4.4. Resignations, Vacancies and Removal.

                  4.4.1.  Resignation.  Any  director may resign at any time by
         giving  written  notice of such  resignation  to  either  the Board of
         Directors,  the President,  a Vice  President,  the  Secretary,  or an
         Assistant  Secretary of the Corporation.  Unless  otherwise  specified
         therein,  such  resignation  shall take effect upon receipt thereof by
         the Board of Directors or by any such officer.

                  4.4.2.  Vacancies.  If any  vacancy  shall  occur  among  the
         directors by reasons of death, resignation,  disqualification, removal
         with cause or by reason of an increase in the number of  directors  or
         otherwise,  such  vacancy  may be  filled  by a  majority  vote of the
         remaining directors, though less than a quorum. Any such vacancy and a
         vacancy resulting from a removal without cause may also be filled by a
         majority  of the  shareholders  present  and  entitled  to vote at any
         meeting held during the existence of such  vacancy,  provided that the
         notice of such meeting shall have  mentioned  such vacancy or expected
         vacancy.

                  4.4.3.  Removal.  Any or all of the  directors may be removed
          with cause,  by the  majority  vote of the class of stock by which he
          was elected.

         4.5.  Written Action.  Any action required to be taken at a meeting of
directors,  or any  action  which may be taken at a meeting of  directors  or a
committee  thereof,  if any,  may be taken  without a meeting  if a consent  in
writing, setting forth the action so to be taken, shall be signed by all of the
directors or all the members of the committee, as the case may be, and is filed
in the minutes of the proceedings of the Board or of the committee, as the case
may be.

         4.6.  Compensation.  The directors shall receive such compensation for
their  services as may be  authorized  by resolution of the Board of Directors,
which  compensation  may  include  an annual fee and  reimbursement  for actual
expenses  incurred  in  connection  with the  attendance  at regular or special
meetings of the Board or any committee thereof.  Nothing herein contained shall
be construed to preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.

         4.7. Committees.  By resolutions adopted by a majority of the Board of
Directors  then in office,  the Board may designate an executive  committee and
one or more other  committees,  each such committee to consist of three or more
directors  of the  Corporation.  The  executive  committee  shall  have and may
exercise  all the powers and  authority of the Board in the  management  of the
business and affairs of the Corporation  (except as otherwise expressly limited
by statute). Each such committee shall have such of the powers and authority of
the Board as may be  provided  from time to time in  resolutions  adopted  by a
majority of the Board then in office.

         4.8.  Chairman  of the  Board.  The  Board of  Directors  may  elect a
Chairman of the Board who may be designated as an officer of the Corporation as
provided in these By-Laws to perform such duties and have such responsibilities
as from time to time may be assigned to him by the Board of Directors.


                                   ARTICLE V

                                    OFFICERS

         5.1.  Titles.  The officers of the Corporation  shall include,  if and
when designated by the Board of Directors, the Chairman of the Board, the Chief
Executive Officer(s), the President(s),  one or more Vice Presidents, the Chief
Operating Officer, the Chief Financial Officer,  the Secretary,  the Treasurer,
one or more  Assistant  Secretaries  and Assistant  Treasurers,  and such other
officers  and  agents  as may be  appointed  from  time to time by the Board of
Directors.

         5.2.  Election,  Term  of  Office  and  Qualifications.  Each  officer
specifically designated in Section 5.1 of this Article V shall be chosen by the
Board of  Directors  and shall hold his office until his  successor  shall have
been duly chosen and  qualified  or until his death or until he shall resign or
shall have been removed.

         5.3. Removal, Resignations and Vacancies.

                  5.3.1.  Removal.  Any officer  may be removed  either with or
         without cause by vote of a majority of the Board of Directors  then in
         office.

                  5.3.2. Resignations. Subject to any employment agreement with
         the Corporation to the contrary, any officer may resign at any time by
         giving written notice of-such resignation to the Board of Directors or
         to the  President,  a Vice  President,  the  Secretary or an Assistant
         Secretary.  Unless otherwise specified therein, such resignation shall
         take effect upon  receipt  thereof by the Board of Directors or by the
         President, a Vice President, the Secretary or an Assistant Secretary.

                  5.3.3.  Vacancies.  A vacancy in any office because of death,
         resignation,  removal,  disqualification  or any  other  cause  may be
         filled for the  unexpired  portion  of the term by a  majority  of the
         directors then in office, although less than a quorum.

         5.4.  The  Chairman  of the Board.  The  Chairman  of the Board,  when
present,  shall  preside at all meetings of the  shareholders  and the Board of
Directors.  The Chairman of the Board shall  perform other duties and have such
other powers as the Board of Directors  shall  designate  from time to time. If
there is no President, then the Chairman of the Board shall also serve as Chief
Executive  Officer  of the  Corporation  and shall  have the  powers and duties
prescribed in Section 5.5 of this Article V.

         5.5. The President. The President,  unless otherwise determined by the
Board of Directors,  shall be the Chief Executive  Officer of the  Corporation.
Subject to the supervision and direction of the Board of Directors, he shall be
responsible  for  managing  the  affairs  of the  Corporation.  He  shall  have
supervision  and direction of all of the other officers of the  Corporation and
shall have the powers and duties usually and  customarily  associated  with the
office of the President.  He shall preside at meetings of the  shareholders and
the Board of Directors, unless the Chairman of the Board has been appointed and
is present.

         5.6. The Chief Operating Officer.  The Chief Operating  Officer,  when
present, shall be responsible for the day-to-day operations of the Corporation.
He shall perform other duties and have such other powers as the Chief Executive
Officer or the Board of Directors shall designate from time to time.

         5.7. The Vice  Presidents.  The Vice Presidents shall have such powers
and  duties as may be  delegated  to them by the  President  or by the Board of
Directors.

         5.8. The Chief Financial Officer, Treasurer and Assistant Treasurer.

                  5.8.1.  The Chief  Financial  Officer.  The  Chief  Financial
         Officer shall have the custody of the corporate  funds and securities,
         and shall  deposit or cause to be deposited  under his  direction  all
         moneys and other valuable effects in the name and to the credit of the
         Corporation in such  depositories as may be designated by the Board of
         Directors  or  pursuant to  authority  granted by it. He shall keep or
         cause to be kept the books of account of the Corporation in a thorough
         and proper manner and shall render statements of the financial affairs
         of the  Corporation  in such  form  and as often  as  required  by the
         President or by the Board of Directors.  The Chief  Financial  Officer
         shall have such other  powers and duties as may be delegated to him by
         the President.

                  5.8.2. Treasurer. The Treasurer shall perform duties commonly
         incident  to his  office  and,  in case of the  absence  of the  Chief
         Financial  Officer,  perform the duties and exercise the powers of the
         Chief Financial  Officer,  and shall have such other powers and duties
         as may be delegated to him by the President.

                  5.8.3. Assistant Treasurer. The Assistant Treasurer shall, in
         case of the absence of the Treasurer,  perform the duties and exercise
         the powers of the  Treasurer,  and shall  have such  other  powers and
         duties as may be delegated to him by the President.

         5.9. Secretary and Assistant Secretary.

                  5.9.1. Secretary.  The Secretary shall attend all meetings of
         the Board of Directors and of the  shareholders,  and shall record the
         minutes of all  proceedings in a book to be kept for that purpose.  He
         shall  perform  like  duties  for the  committees  of the  Board  when
         required.  The Secretary  shall give, or cause to be given,  notice of
         meetings of the  shareholders,  of the Board of  Directors  and of the
         committees of the Board. He shall keep in safe custody the seal of the
         Corporation,  and when authorized by the President,  an Executive Vice
         President or a Vice President,  shall affix the same to any instrument
         requiring  it,  and  when so  affixed  it  shall  be  attested  by his
         signature or by the signature of an Assistant Secretary. He shall have
         such  other  powers  and  duties  as  may be  delegated  to him by the
         President.
                  5.9.2. Assistant Secretary. The Assistant Secretary shall, in
         case of the absence of the Secretary,  perform the duties and exercise
         the powers of the  Secretary,  and shall  have such  other  powers and
         duties as may be delegated to him by the President.

         5.10.   Additional  Officers.   Each  other  officer  (including,   if
designated  as such,  the  Chairman of the Board)  appointed by the Board shall
hold office for such  period,  have such  authority  and perform such duties as
directed by the Board of Directors.

         5.11. Compensation. The salaries or other compensation of the officers
shall be fixed  from time to time by the  Board of  Directors,  and no  officer
shall be prevented from receiving such salary or other  compensation  by reason
of the fact that he is also a director of the Corporation.


                                   ARTICLE VI

                                 CORPORATE SEAL

         The  corporate  seal  shall  have  inscribed  thereon  the name of the
Corporation  and shall be in such form and  contain  such  other  words  and/or
figures as the Board of Directors shall determine or the law require.

                                  ARTICLE VII

                                  FISCAL YEAR

         The fiscal year of the Corporation shall be as determined from time to
time by resolution duly adopted by the Board of Directors.

                                  ARTICLE VIII

                                INDEMNIFICATION

         Each director or officer who the Corporation is empowered to indemnify
pursuant to the provisions of Section 722 of the Business  Corporation  Law (or
any similar  provision or provisions  of applicable  law at the time in effect)
shall be indemnified by the Corporation to the full extent  permitted  thereby.
The foregoing right of  indemnification  shall not be deemed to be exclusive of
any  other  such  rights  to  which  those   directors  and  officers   seeking
indemnification  from  the  Corporation  may be  entitled,  including,  but not
limited  to,  any  rights  of  indemnification  to which  they may be  entitled
pursuant to any agreement, insurance policy, other by-law or charter provision,
vote of shareholders or directors, or otherwise. No repeal or amendment of this
Article VIII shall  adversely  affect any rights of any person pursuant to this
Article VIII which existed at the time of such repeal or amendment with respect
to acts or omissions occurring prior to such repeal or amendment.


                                   ARTICLE IX

                                   AMENDMENTS

         9.1.  Shareholders.  These  By-Laws  may be  altered  or  amended by a
majority  of the holders of the  outstanding  voting  stock of the  Corporation
present  in  person  or by  proxy  at any  annual  or  special  meeting  of the
shareholders.

         9.2. Board of Directors.  These By-Laws may be altered or amended by a
majority of the Board of Directors then in office to the full extent  permitted
by  law or  regulation.  If any  By-Law  resulting  in  impending  election  of
directors  is adopted,  amended or repealed  by the Board of  Directors,  there
shall be set forth in the notice of the next  meeting of  shareholders  for the
election of directors the By-Law so adopted, amended or repealed, together with
a concise statement of the changes made.