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EXHIBIT 3(B)
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                                     BY-LAWS
                                  ASTREX, INC.
                       (AS AMENDED AND RESTATED 10/14/96)
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                                    ARTICLE I
                             MEETING OF STOCKHOLDERS

   Section 1. ANNUAL MEETING.  The annual meeting of stockholders  shall be held
on a date and at a time as from time to time may be  designated  by the Board of
Directors, which date and time are to be specified in the notice of meeting.

   Section 2. SPECIAL  MEETINGS.  Special  meetings of the  stockholders for any
purpose or  purposes  may be called by the  Chairman of the Board or by order of
the Board of Directors  and it shall be the duty of the Secretary to call such a
meeting  upon a request in writing  therefore  stating  the  purpose or purposes
thereof  delivered to the Secretary  signed by the holders of record of not less
than one-quarter of the outstanding stock of the Corporation.

   Section 3. PLACE OF MEETING.  Meetings of the stockholders may be held at its
principal  office or elsewhere  as the Board of Directors  from time to time may
determine.

   Section 4. NOTICE OF STOCKHOLDERS' MEETING.  Notice of the annual and of any
special meeting of stockholders  shall be given to each stockholder of record at
least ten and not more



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than fifty days before the meeting by personally  delivering to such stockholder
or by depositing in the United States mails,  addressed to the address last left
by such  stockholder  with the Transfer  Agent,  or in the absence of a Transfer
Agent, the Registrar,  the Secretary,  of the Corporation,  a written or printed
notice,  signed  by the  Chairman  of the  Board  or the  President  or a  Vice-
President or the Secretary or an Assistant Secretary, stating the place, day and
hour of the meeting and purpose or purposes for which the meeting is called, and
any such notice  shall be deemed  given when  personally  delivered or deposited
postage prepaid in the United States first class mail. Any  stockholder,  or his
attorney thereunto authorized, may waive notice of any meeting either before, at
or after the meeting.

   Section 5. QUORUM. At all meetings of stockholders the holders of record of a
majority  of the issued and  outstanding  stock of the  Corporation,  present in
person or by proxy,  shall  constitute a quorum for the transaction of business.
In the  absence  of a  quorum,  a  majority  in  interest  of those  present  or
represented  may adjourn the meeting by resolution to a date fixed therein,  and
no further  notice thereof shall be required.  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.

   Section 6. VOTING.  At each  meeting of the  stockholders  every  stockholder
holding one or more shares of the stock of the Corporation  shall be entitled to
one  vote  for  each  such  share  registered  in his  name on the  books of the
Corporation at the time of the closing of the



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transfer  books  of the  Corporation  for such  meeting  or on the  record  date
therefore, as the case may be.

   Section 7.  PROXIES.  Every  stockholder  entitled  to vote at any meeting of
stockholders  may vote by proxy.  Every proxy must be executed in writing by the
stockholder or by his duly  authorized  attorney.  No proxy shall be voted after
the  expiration  of eleven  months  from the date of its  execution  unless  the
stockholder  executing it shall have  specified a longer  duration.  Every proxy
shall be revocable at the pleasure of the person executing it or of his personal
representatives or assigns except as otherwise provided by law.

   Section 8. INSPECTORS OF ELECTION.  Two inspectors of election, who shall act
as such at  elections  of  directors,  may be elected by and shall  serve at the
pleasure  of the  Board  of  Directors.  In the  absence  of such  election  the
inspectors  shall be the Secretary  and the Treasurer of the Company.  If one or
both of such  inspectors  fail to  appear at any  meeting  for the  election  of
directors,  the Chairman of the meeting may appoint a substitute or  substitutes
to act at such  meeting in place of such absent  inspector or  inspectors.  Each
inspector shall be entitled to a reasonable compensation for his services, to be
paid by the Corporation.  The inspectors,  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, and the oath so taken shall be subscribed by them.




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                                   ARTICLE II
                               BOARD OF DIRECTORS

   Section  1.  GENERAL  POWERS.  The  property,  affairs  and  business  of the
Corporation shall be managed by the Board of Directors.

   Section 2. NUMBER. The number of directors shall be five (5) provided that in
the event a then serving director  resigns,  is removed,  is not renominated for
election or is otherwise  unable to serve,  the Board of Directors  shall not be
obligated to elect or nominate for election a replacement.

   Section  3.  TERM  OF  OFFICE  AND  QUALIFICATIONS.  Directors  need  not  be
stockholders.  Directors shall be divided into three (3) classes, Class I, Class
II,  Class III.  The  directors  shall be evenly  distributed  between the three
classes,  but to the extent that is not possible  then Class I shall  consist of
the odd number of directors.  All three classes of directors  shall be initially
elected at the Annual Meeting held in calendar year 1996 for the following terms
and until their  successors  are elected and shall have  qualified  to so serve:
Class I for a term of one year,  Class II for a term of two years, and Class III
for a term of three years. Thereafter,  the term of each director shall be three
years and until a successor is elected and shall have qualified to so serve. The
Board of Directors may remove a Director for cause.


                                      -4-


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   Section 4. CHAIRMAN OF THE BOARD. The Board of Directors may elect a Chairman
of the Board from among its members to serve at its pleasure,  who shall preside
at all meetings of the Board of Directors. If the Chairman of the Board shall be
absent or unable to act as such, the Chairman of the Executive Committee,  or if
the Chairman of the Executive  Committee is absent or unable to act as such, the
Chairman of the Audit Committee shall perform his duties.

   Section 5. VACANCIES.  Vacancies in the Board of Directors  because of death,
resignation,  disqualification,  physical, mental incapacity to act, an increase
in the number of members of the Board of Directors,  or resulting from any other
cause  whatsoever,  may be filled  for the  unexpired  portion  of the term by a
majority vote of the remaining directors,  although less than a quorum, given at
a regular meeting, or at a special meeting called for the purpose.

   Section 6. PLACE OF MEETING. The Board of Directors shall hold its meeting at
such places  within or without the State of New York or by telephone  conference
call as it may decide.

   Section 7. REGULAR MEETINGS; NOTICE. The Board of Directors by resolution may
establish  regular  periodic  meetings and notice of such  meetings  need not be
given.

   Section 8. SPECIAL MEETINGS. Special Meetings of the Board of Directors shall
be called by the Chairman of the Board or any two other directors. Such meetings
unless  otherwise  noticed  shall  be  held  at  the  principal  office  of  the
Corporation.  Notice of each special  meeting shall be mailed to each  director,
addressed to his residence or usual place of business, at least four





                                      -5-

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days before the day on which the meeting is to be held, or shall be sent to such
address by telegraph,  or be given  personally or by telephone or by telefax not
later than two days before the day on which the meeting is to be held. Notice of
any meeting  may be waived in writing by any  director  before,  at or after the
meeting.

   Section 9. QUORUM AND MANNER OF ACTING. A majority of the member of the Board
of Directors then in office shall constitute a quorum for the transaction of any
business  at any  meeting  of the  Board of  Directors,  and,  except  as herein
otherwise  provided,  the act of a majority  of those  present at the meeting at
which a quorum is  present  shall be the act of the Board of  Directors.  In the
absence of a quorum of the Board of Directors a majority of the members  present
may adjourn the meeting  from time to time until a quorum be had,  and no notice
of any such  adjournment  need be given.  Members of the Board of Directors  may
participate by telephone conference call.




                                   ARTICLE III
                         EXECUTIVE AND OTHER COMMITTEES

   Section 1. HOW CONSTITUTED AND THE POWERS THEREOF.  The Board of Directors by
the  vote of a  majority  of the  entire  Board,  may  designate  three  or more
directors  to  constitute  an  Executive  Committee,  who shall serve during the
pleasure  of the Board of  Directors.  Except as  otherwise  provided by law, by
these  by-laws or by  resolution  adopted by a  majority  of the whole  





                                      -6-



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Board of  Directors,  the  Executive  Committee  shall  possess and may exercise
during the intervals between the meetings of the Directors, all of the powers of
the Board of Directors in the  management of the business,  affairs and property
of the Corporation,  including the power to cause the seal of the Corporation to
be affixed to all papers that may require it.

   Section 2.  ORGANIZATION,  ETC. The Executive  Committee shall choose its own
Chairman and its Secretary and may adopt rules for its procedure.  The Committee
shall keep a record of its acts and proceedings and report the same from time to
time to the Board of Directors.

   Section 3. MEETINGS. Meetings of the Executive Committee may be called by the
Chairman  of the  Committee,  and shall be called by him at the  request  of any
member of the Committee, or by any member if there shall be no Chairman.  Notice
of each meeting of the  Committee  shall be sent to each member of the Committee
by mail at least two days before the meeting is to be held, or given  personally
or by  telegraph  or  telephone  at least  one day  before  the day on which the
meeting is to be held.  Notice of any meeting may be waived before,  at or after
the meeting.

   Section 4. QUORUM AND MANNER OF ACTING. A majority of the Executive Committee
shall  constitute a quorum for the  transaction  of  business,  and the act of a
majority of those  present at the meeting at which a quorum is present  shall be
the act of the Executive Committee.




                                      -7-



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   Section 5.  REMOVAL.  Any member of the  Executive  Committee may be removed,
with or without cause, at any time, by the Board of Directors.



   Section 6. VACANCIES.  Any vacancy in the Executive Committee shall be filled
by the Board of Directors.

   Section 7.  OTHER  COMMITTEES.  The Board of  Directors  shall by  resolution
provide for an Audit Committee and such other standing or special  committees as
it deems desirable,  and discontinue the same at pleasure.  Each Committee shall
have such powers and perform such duties,  not inconsistent  with law, as may be
assigned to it by the Board of Directors or by the Executive Committee.



                                   ARTICLE IV
                              OFFICES AND OFFICERS

   Section 1. Officers - Number.  The officers of the  Corporation  shall be the
Chairman of the Board, the President,  one or more  Vice-Presidents as the Board
of Directors may determine, a Treasurer and a Secretary.  The Board of Directors
may from time to time appoint one or more  Assistant  Secretaries  and Assistant
Treasurers.  The same person may hold any two or more  offices  except  those of
President and Secretary.  No officers except the Chairman of the Board need be a
member of the Board of Directors.


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   Section 2.  SALARIES.  The Board of  Directors  may from time to time fix the
salary of the Chairman of the Board,  as well as the salaries of other  officers
of the Corporation.


   Section 3. ELECTION,  TERM OF OFFICE AND QUALIFICATIONS.  All officers of the
Corporation shall be elected annually (unless otherwise specified at the time of
election) by the Board of Directors and each officer shall hold office until his
successor  shall have been duly  chosen and shall  have  qualified,  or until he
shall resign or shall have been removed in the manner hereinafter provided.

   Section  4.  VACANCIES.  If any  vacancy  shall  occur in any  office  of the
Corporation, such vacancy shall be filled by the Board of Directors.

   Section 5. OTHER OFFICERS,  AGENTS AND EMPLOYEES.  The Board of Directors may
from time to time  appoint  such other  officers,  agents and  employees  of the
Corporation  as may be deemed  proper,  and may authorize any officer to appoint
and remove agents and  employees.  The Board of Directors or the Chairman of the
Board may from time to time  prescribe  the powers and duties of such  officers,
agents and  employees of the  Corporation  in the  management  of its  property,
affairs and business.

   Section 6. REMOVAL.  Any officer of the  Corporation  may be removed,  either
with or without cause, by vote of a majority of the Board of Directors.





                                      -9-


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   Section  7.  CHAIRMAN  OF THE BOARD.  The  Chairman  of the Board  shall have
general charge and  supervision of the affairs of the Corporation and shall have
all the powers allowed the President herein. He shall be an ex officio member of
all committees.


   Section 8.  PRESIDENT.  Subject to the  Chairman  of the Board the  President
shall be the Chief  Executive  Officer of the Corporation and shall have general
charge of the conduct  and the  business  of the  Corporation;  and shall do and
perform  such other  duties as from time to time may be  assigned  to him by the
Chairman of the Board or by the Board of Directors.

   Section 9.  VICE-PRESIDENT.  The  Vice-President  or  Vice-Presidents  of the
Corporation  shall have such  powers  and  perform  such  duties as the Board of
Directors may from time to time prescribe in these By-Laws.

   Section  10.  TREASURER.  The  Treasurer  shall  have  charge  of the  funds,
securities,  receipts and disbursements of the Corporation. He shall deposit all
monies  and  other  valuable  effects  in the  name  and to  the  credit  of the
Corporation in such banks or trust companies or with such other  depositories as
the Board of Directors may from time to time  designate.  He shall supervise and
have  charge  of  keeping  correct  books of  account  of all the  Corporation's
business and transactions. If required by the Board of Directors he shall give a
bond in such sum as the Board of Directors may designate,  conditioned  upon the
faithful  performance  of the duties of his office  and the  restoration  to the
Corporation, at the expiration of his term of office, or in case of



                                      -10-



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his death,  resignation or removal from office, of all books, papers,  vouchers,
money or other  property of whatever  kind in his  possession  belonging  to the
Corporation.  He shall also have such other powers and perform such other duties
as pertain to his office, or as the Board of Directors or the President may from
time to time prescribe.  The Treasurer shall report to the Chairman of the Audit
Committee and the  President,  and shall be under the direction of the President
except in the event that,  in order of  priority,  the Board of Directors or the
Chairman of the Audit Committee, specifically directs otherwise.


   Section 11.  ASSISTANT  TREASURERS.  In the absence of or  disability  of the
Treasurer,  the Assistant  Treasurers,  in the order  designated by the Board of
Directors shall perform the duties of the Treasurer,  and, when so acting, shall
have all the powers of, and be subject to all restrictions upon, the Treasurer.

   Section  12.  SECRETARY.  The  Secretary  shall  attend all  meetings  of the
stockholders  of the Corporation and shall keep the minutes of all such meetings
in a book or books kept by him for that  purpose.  He shall keep in safe custody
the seal of the  Corporation,  and, he shall  affix such seal to any  instrument
requiring it. In the absence of a Transfer  Agent or a Registrar,  the Secretary
shall have charge of the stock  certificate  books and the Secretary  shall have
charge of such other books and papers as the Board of Directors  may direct.  He
shall also have such other  powers and perform  such other  duties as pertain to
his office,  or as the Board of  Directors  or the  Chairman of the Board or the
President, in that order of priority, may from time to time prescribe.





                                      -11-


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   Section  13.  ASSISTANT  SECRETARIES.  In the  absence or  disability  of the
Secretary,  the Assistant  Secretaries,  in the order designated by the Board of
Directors shall perform the duties of the Secretary,  and, when so acting, shall
have all the  powers  of,  and be  subject  to all the  restrictions  upon,  the
Secretary.





                                    ARTICLE V
                              CHECKS, DRAFTS, ETC.

   All  checks,  drafts,  or orders  for the  payment  of money,  notes or other
evidences of indebtedness  issued in the name of the Corporation shall be signed
by such officer or  officers,  agent or agents,  person or persons,  to whom the
Board of Directors shall have delegated the power, but under such conditions and
restrictions as in said resolutions may be imposed. The signature of any officer
upon any of the foregoing  instruments may be a facsimile whenever authorized by
the Board of Directors.



                                   ARTICLE VI
                            SHARES AND THEIR TRANSFER

   Section  1.  ISSUE OF  CERTIFICATE  OF STOCK.  The Board of  Directors  shall
provide  for  the  issue  and  transfer  of  the  certificate  of  stock  of the
Corporation and prescribe the form of such certificates. Every owner of stock of
the Corporation shall be entitled to a certificate of stock,






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which shall be under the seal of the Corporation (which seal may be a facsimile,
engraved or  printed),  specifying  the number of shares owned by him, and which
certificate  shall be signed by the  Secretary or an Assistant  Secretary or the
Treasurer or an Assistant  Treasurer of the  Corporation.  Said  signatures may,
wherever  permitted  by law, be  facsimile,  engraved  or  printed.  In case any
officer or officers who shall have signed,  or whose facsimile  signatures shall
have been used on any such  certificate or  certificates  shall cease to be such
officer or officers of the Corporation, whether because of death, resignation or
otherwise,  before such certificate or certificates shall have been delivered by
the Corporation, such certificate or certificates may nevertheless be issued and
delivered  as though the  person or  persons  who  signed  such  certificate  or
certificates  or whose  facsimile  signature or signatures  shall have been used
thereon had not ceased to be such officer or officers of the Corporation.

   Section 2. TRANSFER  AGENTS AND  REGISTRARS.  The Corporation may have one or
more Transfer Agents and one or more Registrars of its stock,  whose  respective
duties  the  Board  of  Directors  may,  from  time to time,  prescribe.  If the
Corporation  shall have a Transfer Agent, no certificate of stock shall be valid
until  countersigned by such Transfer Agent, and if the Corporation shall have a
Registrar,  until registered by the Registrar.  The duties of the Transfer Agent
and Registrar may be combined.

   Section  3.  Transfer  of  Shares.  The  shares of the  Corporation  shall be
transferable  only  upon its books and by the  holders  thereof  in person or by
their duly authorized attorneys or legal representatives, and upon such transfer
the old certificates shall be surrendered to the






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Corporation  by the  delivery  thereof  to the person in charge of the stock and
stock  transfer  books and ledgers or to such other person as the  Directors may
designate for such purpose, and new certificates shall thereupon be issued.

   Section 4. ADDRESSES OF  STOCKHOLDERS.  Every  stockholder  shall furnish the
Transfer Agent, or in the absence of a Transfer Agent, the Registrar,  or in the
absence of a Transfer Agent and a Registrar,  the Secretary,  with an address at
or to which  notices of  meetings  and all other  notices  may be served upon or
mailed to him,  and in default  thereof,  notices may be addressed to him at the
office of the Corporation.

   Section 5. CLOSING OF TRANSFER  BOOKS;  RECORD  DATE.  The Board of Directors
shall  have power to close the stock  transfer  books of the  Corporation  for a
period  not  exceeding  fifty (50) days and not less than ten (10) days prior to
the date of any meeting of  stockholders  or prior to the last date on which the
consent or dissent of stockholders may be effectively  expressed for any purpose
without a meeting; provided, however, that in lieu of closing the stock transfer
books as aforesaid  the Board of Directors  may fix a date not  exceeding  fifty
(50) days and not less than ten (10) days  prior to the date of any  meeting  of
stockholders  or  prior  to the last day on which  the  consent  or  dissent  of
stockholders  may be effectively  expressed for any purpose without a meeting as
the time as of which  stockholders  entitled  to  notice  of and to vote at such
meeting or whose  consent or dissent is  required  or may be  expressed  for any
purpose,  as the case may be,  shall be  determined,  and all  persons  who were
holders of record of voting stock at such time and






                                      -14-





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no others  shall be  entitled  to notice  of and to vote at such  meeting  or to
express their consent or dissent, as the case may be.

   The Board of  Directors  shall  also have  power to close the stock  transfer
books of the  Corporation  for a period not exceeding  fifty (50) days preceding
the date fixed for the payment of any dividend or the making of any distribution
or for the delivery of any evidence of right or evidence of interest;  provided,
however,  that in lieu of closing the stock  transfer as aforesaid  the Board of
Directors may fix a date not exceeding  fifty (50) days preceding the date fixed
for the payment of any such dividend or the making of any such  distribution  or
for the delivery of any such  evidence of right or interest as a record time for
the  determination  of the  stockholders  entitled to receive any such dividend,
distribution, right or interest, and in such case only stockholders of record at
the time so fixed  shall be  entitled to receive  such  dividend,  distribution,
right or interest.

   Section 6. LOST AND DESTROYED CERTIFICATES. The Board of Directors may direct
a new  certificate  or  certificates  of stock to be  issued in the place of any
certificate or certificates  theretofore issued and alleged to have been lost or
destroyed;  but the Board of  Directors  when  authorizing  such  issue of a new
certificate  or  certificates,  may in its  discretion  require the owner of the
stock  represented  by the  certificates  so  lost  or  destroyed  or his  legal
representative to furnish proof by affidavit or otherwise to the satisfaction of
the  Board of  Directors  of the  ownership  of the  stock  represented  by such
certificate  alleged to have been lost or destroyed  and the facts which tend to
prove its loss or  destruction.  The Board of  Directors  may also  require such
person to  execute  and  deliver  to the  Corporation  a bond,  with or  without
sureties,  in such 




                                      -15-


sum as the Board of Directors may direct;  indemnifying the Corporation  against
any  claim  that  may be made  against  it by  reason  of the  issue of such new
certificate. The Board of Directors,  however, may, in its discretion, refuse to
issue any such new certificate, except pursuant to court order.




                                   ARTICLE VII
                                      SEAL

   The  corporate  seal of the  Corporation  shall be circular in form and shall
contain the name of the Corporation,  and the words "Corporate Seal New York" or
words of similar  import.  Said seal may be used by  causing  it or a  facsimile
thereof to be impressed or affixed or in any manner reproduced.



                                  ARTICLE VIII
                                  MISCELLANEOUS

   Section 1.  EXAMINATION  OF BOOKS AND  RECORDS.  The Board of  Directors  may
determine  from time to time  whether  and to what  extent and at what times and
places and under what  conditions and  regulations the accounts and books of the
Corporation, or any of them, shall be open to the inspection of the stockholders
and no  stockholder  shall  have any right to  inspect  any  account  or book or
document of the Corporation,  except as provided by the statutes of the State of
New York, or authorized by the Board of Directors.







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<PAGE>



   Section 2. VOTING OF STOCK IN OTHER CORPORATIONS.  Any shares of stock in any
other corporation,  which may from time to time be held by the Corporation,  may
be represented  and voted at any of the  Stockholders'  meetings  thereof by the
Chairman of the Board or the President or a Vice-President of the Corporation or
by proxy or proxies appointed by the President or one of the  Vice-Presidents of
the Corporation. The Board of Directors,  however, may by resolution appoint any
other person or persons to vote such shares,  in which case such other person or
persons shall be entitled to vote such shares upon the production of a certified
copy of such resolution.


   Section 3. FISCAL YEAR.  The fiscal year of the  Corporation  shall begin the
first day of April in each  year or such  other  time as the Board of  Directors
determines.



                                   ARTICLE IX
                                 INDEMNIFICATION

(a)      Anyperson  who,  since  April 1,  1992,  is or has been a  director  or
         officer of the  Corporation  shall in  accordance  with  paragraph  (b)
         below, be indemnified by the Corporation  against any and all liability
         and  expenses  (including,  but not  limited  to,  attorney's  fees and
         disbursements,  and amounts paid in  settlement or in  satisfaction  of
         judgments  or as fines or  penalties),  incurred  or paid by him at any
         time in connection  with or resulting from any claim,  action,  suit or
         proceeding, whether civil, criminal, 





                                      -17-



<PAGE>



      administrative,  investigative or otherwise, including any appeal relating
      thereto,  in which he may (i) by  reason  of his  being or  having  been a
      director or officer of the Corporation, partnership, joint venture, trust,
      employee  benefit  plan, or (ii) by reason of his serving or having served
      any other corporation,  partnership, joint venture, trust employee benefit
      plan,  organization  or enterprise  of any kind in any  capacity,  while a
      director  or  officer  of the  Corporation,  and at its  request or in the
      course and scope of his employment or capacity as a director or officer of
      the  Corporation,  or (iii) by reason of any action  taken or not taken in
      the course and scope of any such employment or capacity; provided that, in
      the case of any claim,  action, suit or proceeding (whether or not made or
      brought by or in the right of the  Corporation  to  procure a recovery  or
      judgment  in  its  favor),  the  Corporation  shall  not be  obligated  to
      indemnify  such person (i) in respect of any claim,  issue or matter as to
      which such person did not act in good faith and in a manner he  reasonably
      believed to be in or not opposed to the best interests of the Corporation,
      and, in the case of a criminal  action or proceeding,  without  reasonable
      cause to believe  that his  conduct  was  unlawful,  or (ii) to the extent
      indemnification is prohibited by law.


(b)      Except where  indemnification has been awarded by a court, the Board of
         Directors,  by majority  vote of a quorum  consisting  of directors not
         parties to such claim, action, suit or proceeding, or alternatively,  a
         written opinion of independent  legal counsel,  shall determine whether
         the applicable  standard of conduct set forth in  subparagraph  (a) has
         been  met.  The  termination  of  any  such  claim,   action,  suit  or
         proceeding,  by judgment,  order,  settlement  (whether with or without
         court  approval),  conviction,  or  upon a plea





                                      -18-

<PAGE>


         of guilty or of nolo contendere, or its equivalent, shall not of itself
         create  a  presumption  that a  director or  officer did  not  meet the
         applicable  standard  of conduct set forth in subparagraph (a).


(c)        Any and all expenses  incurred by any such person with respect to any
           such  claim,  action,  suit  or  proceeding  may be  advanced  by the
           Corporation prior to the final disposition thereof upon receipt of an
           undertaking  by  such  person  to  repay  such  amount  if  it  shall
           ultimately be determined that he is not entitled to indemnification.


(d)        The rights of  indemnification  herein  provided  shall not be deemed
           exclusive of any other rights (including  rights of  indemnification)
           to which any such person may otherwise be entitled by law,  contract,
           a  duly  adopted  resolution  of  the  Board  of  Directors  vote  of
           stockholders,  or these  By-Laws  and in the  event of such  person's
           death,  all  rights  hereunder  shall  extend  to his heirs and legal
           representatives.
           Notwithstanding  the provisions of the By-Law,  the  Corporation  may
           indemnify  directors and officers to the full extent  permitted under
           the laws of the State of New York and any other  applicable laws, now
           or  hereafter  in  effect.  The Board of  Directors  on behalf of the
           Corporation  shall have the power,  to the full extent  permitted  by
           law, to authorize indemnification of any employee or other person.


(e)        The  foregoing  rights shall be  available  only to persons who shall
           have been  officers or directors on or after April 1, 1992,  and such
           rights shall be available  in respect of any claim,  action,  suit or
           proceeding,  whether  or not  based on  matters  which  antedate  the
           adoption of this By-Law or the predecessor provision to this By-Law.






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<PAGE>



(f)        If any provision of this By-Law or any award made hereunder shall for
           any reason be  determined  to be invalid,  the  remaining  provisions
           hereof or the  validity  of any  other  award  shall not be  affected
           thereby but shall remain in full force and effect.




                                    ARTICLE X
                                   AMENDMENTS



   Section 1. BY STOCKHOLDERS.  These By-Laws may be made,  amended,  altered or
repealed,  by the affirmative  vote of the holders of a majority of the stock of
the Corporation,  or their proxies, who shall be present and entitled to vote at
any  annual or special  meeting of  stockholders,  provided  that  notice of the
proposed amendment,  alteration or repeal shall have been included in the notice
of the meeting.


   Section 2. BY DIRECTORS.  The Board of Directors  shall have the power,  by a
vote of a majority of the Directors then in office, at a meeting called pursuant
to a notice in which any such proposed modification of the By-Laws is set forth,
to make, amend, alter or repeal these ByLaws.

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