EXHIBIT A

                                                   As Amended October 1,  1997

                                     BY-LAWS

                                       OF

                        LANCIT MEDIA ENTERTAINMENT, LTD.


                                    ARTICLE I

                                     OFFICES

Section 1.        Principal Office

     The principal office of the Corporation shall be in the city,  incorporated
village or town and the county  within the State of New York as is designated in
the Certificate of Incorporation.

Section 2.        Additional Offices

     The  Corporation may also have offices and places of business at such other
places,  within or without the State of New York,  as the Board of Directors may
from time to time determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

Section 1.        Time and Place

     Meetings of the  shareholders  of the  Corporation may be held at such time
and  place  within  or  without  the State of New York as shall be stated in the
notice of the meeting, or in a duly executed waiver of notice thereof.

Section 2.        Annual Meeting

     The annual  meeting  of the  shareholders  shall be held  within six months
following  the close of each  fiscal year of the  Corporation,  or on such other
date as may be fixed from time to time by  resolution of the Board of Directors,
and at such place within or without the State of New York as shall be designated
by the Board of Directors.




<PAGE>

Section 3.        Notice of Annual Meeting

     Written  notice  of the  place,  date and  hour of the  annual  meeting  of
shareholders  shall be given personally or by mail to each shareholder  entitled
to vote  thereat,  not less than ten (10) nor more than fifty (50) days prior to
the meeting.

Section 4.        Special Meetings

     Special meeting of the  shareholders,  for any purpose or purposes,  unless
otherwise  prescribed  by law or by the  Certificate  of  Incorporation,  may be
called by the Chief  Executive  Officer or the Board of Directors,  and shall be
called by the Chief  Executive  Officer at the written  request of  shareholders
holding at least  twenty  percent  (20%) in amount of shares of the  Corporation
issued and  outstanding  and  entitled  to vote.  Such  request  shall state the
purpose or purposes of the proposed meeting.

Section 5.        Notice of Special Meeting

     Written  notice of a special  meeting of  shareholders,  stating the place,
date and hour of the  meeting,  the purpose or purposes for which the meeting is
called,  and by or at  whose  direction  it is  being  issued,  shall  be  given
personally or by mail to each  shareholder  entitled to vote  thereat,  not less
than ten (10) nor more than fifty (50) days prior to the meeting.

Section 6.        Quorum

     Except as otherwise  provided by law or by the Certificate of Incorporation
or these  By-Laws,  the holders of a majority  of the shares of the  Corporation
issued and  outstanding  and entitled to vote thereat  shall be necessary to and
shall constitute a quorum for the transaction of business at all meetings of the
shareholders;  provided,  however,  that when a  specified  item of  business is
required to be voted on by a class or series,  voting as a class, the holders of
a majority  of the share of such  class or series  issued  and  outstanding  and
entitled to vote thereat shall  constitute a quorum for the  transaction of such
specified  item of business.  If a quorum shall not be present at any meeting of
the shareholders,  the shareholders entitled to vote thereat,  present in person
or  represented  by proxy,  shall have power to adjourn the meeting from time to
time, until a quorum shall be present.  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 notified.

Section 7.        Voting

     (a) At any meeting of the shareholders  every shareholder  having the right
to vote shall be entitled to vote in person or by proxy.  Each shareholder shall
have one (1)  vote  for  each  share  of  stock  having  voting  power  which is
registered  in his name on the books of the  Corporation.  Except where  another
date  shall  have  been  fixed as a record  date  for the  determination  of its
shareholders entitled to vote, no share of stock shall be voted at any election


<PAGE>

of Directors  which shall have been  transferred on the books of the Corporation
within twenty (20) days next preceding such election of Directors.

     (b)  Except  as  otherwise  provided  by  law  or  by  the  Certificate  of
Incorporation or these By-Laws, all elections of Directors shall be decided by a
plurality  of the  votes  cast,  and all other  matters  shall be  decided  by a
majority of the votes cast.

Section 8.        Proxies

     A proxy, to be valid, shall be executed in writing by the shareholder or by
his  attorney-in-fact.  No proxy shall be valid after the  expiration  of eleven
(11) months from the date thereof, unless otherwise provided in the proxy. Every
proxy shall be revocable at the pleasure of the shareholder executing it, except
in those cases where an irrevocable proxy is permitted by law.

Section 9.        Written Consents

     Whenever shareholders are required or permitted to take any action by vote,
such action may be taken without a meeting on written consent, setting forth the
action so taken,  signed by the holders of all  outstanding  shares  entitled to
vote thereon.

Section 10.       Notice of Shareholder Business

     At an annual meeting of shareholders, only such business shall be conducted
as shall have been properly  brought before the meeting.  To be properly brought
before  an annual  meeting,  business  must be (a)  specified  in the  notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors,  (b)  otherwise  properly  brought  before  the  meeting by or at the
direction  of the  Board of  Directors  or by the  Chairman  of the Board or the
President or any  Co-President  of the  Corporation  or (c)  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
timely  notice  thereof in writing to the  Secretary of the  Corporation.  To be
timely,  a shareholder's  notice must be received at the principal office of the
Corporation  not less than sixty (60) days nor more than  ninety (90) days prior
to the  meeting.  Notwithstanding  the  preceding  sentence,  if the date of the
meeting  has  been  changed  by  more  than  30  calendar  days  from  the  date
contemplated  at the time of the previous  year's proxy  statement,  and if less
than 70 days' notice or prior public  disclosure  of the date of such meeting is
given or made to  shareholders,  notice by the  shareholder to be timely must be
received not later than the close of business on the fifteenth day following the
day on which such  notice of the date of such  meeting was mailed or such public
disclosure  was made. As used in this Section 10 and in paragraph B of Section 2
of Article III of these By-Laws,  the phrase "notice or prior public  disclosure
of the date of the meeting" shall mean notice or prior public  disclosure of the
date on which the  meeting  is  originally  scheduled  to be called to order and
shall not refer to notice or prior public  disclosure  of any date to which such
meeting may be adjourned.  A  shareholder's  notice to the  Secretary  shall set
forth,  as to each matter the  shareholder  proposes to bring  before the annual
meeting, (a) a brief description of the business desired to be brought



<PAGE>

before the annual  meeting and the reasons for  conducting  such business at the
annual meeting,  (b) the name and address,  as they appear on the  Corporation's
stock transfer books, of the shareholder proposing such business,  (c) the class
and number of shares of capital stock of the Corporation  which are beneficially
owned (such term being used in this  Section 10 and in  paragraph B of Section 2
of  Article  III of these  By-Laws  with the  meaning  ascribed  to such term in
Rule13d-3 of the rules under the Securities Exchange Act of 1934, as amended, as
such Rule was in effect on July 1, 1990) by the shareholder and (d) any material
interest  of  the  shareholder  in  such  business.  Notwithstanding  any  other
provision of these By-Laws,  no business shall be conducted at an annual meeting
except in accordance  with the  procedures set forth in this Sec tion 10. If the
presiding officer of an annual meeting determines and declares that business was
not properly  brought before the meeting in accordance with this Section 10, any
such business shall not be transacted.

                                   ARTICLE III

                                    DIRECTORS

Section 1.        Board of Directors

     Subject to any provision in the Certificate of Incorporation,  the business
of the Corporation shall be managed by its Board of Directors.

Section 2.        Election and nomination of Directors

     A.  Number,  Term of  Office,  Qualifications  and  Election.  The Board of
Directors  shall  consist of the number of directors as shall be  determined  by
resolution  approved  by at least a majority  of the then  authorized  number of
directors,  but  shall  not be more  than fif teen nor  less  than  three.  Each
director  shall hold office until the next annual  meeting of  shareholders  and
until his successor has been duly elected and qualified,  or until his death, or
until he shall have  resigned  or he shall  have been  removed,  as  hereinafter
provided  in these By- Laws,  or as  otherwise  provided  by  statute  or by the
Certificate of Incorporation.  All the directors shall be of full age. Directors
need not be  shareholders.  Except  as  otherwise  required  by  statute  or the
Certificate of Incorporation  or these By-Laws,  directors to be elected at each
annual meeting of shareholders shall be elected by a plurality of the votes cast
at the  meeting by the  holders of shares  present in person or  represented  by
proxy and entitled to vote for the election of directors.

     B.  Nomination of  Directors.  Only persons who are nominated in accordance
with the procedures set forth in this paragraph B shall be eligible for election
as a director at any meeting of  shareholders  for the election of directors (an
"Election  Meeting").  Nominations  of  candidates  for election to the Board of
Directors of the  Corporation  at an Election  Meeting may be made only by or at
the direction of the Board of Directors or by a shareholder  entitled to vote at
such  Election  Meeting.  All such  nominations,  except those made by or at the
direction of the Board of Directors,  shall be made pursuant to timely notice in
writing to the Secretary of the  Corporation of the  shareholder's  intention to
make such nomination. To be timely, any such



<PAGE>

notice must be received at the principal office of the Corporation not less than
sixty  (60) nor more than  ninety  (90) days  prior to the date of the  Election
Meeting.  Notwithstanding  the preceding  sentence,  if the Election  Meeting is
either (A) a special  meeting,  or (B) an annual  meeting  the date of which has
been  changed by more than 30 calendar  days from the date  contemplated  at the
time of the previous year's proxy statement, and if less than 70 days' notice or
prior public disclosure of the date of such Election Meeting is given or made to
shareholders,  notice by the shareholder to be timely must be received not later
than the close of business on the  fifteenth day following the day on which such
notice of the date of such Election Meeting was mailed or such public disclosure
was made. Such shareholder's  notice with respect to a proposed nomination shall
set forth (a) as to each person whom the  shareholder  proposes to nominate as a
candidate  for election to the Board of Directors  (i) the name,  age,  business
address and residence address and the principal occupation or employment of such
person,  (ii) the class and number of shares of capital stock of the Corporation
which are  beneficially  owned by such  person,  (iii)  such  other  information
concerning  such person as would be required,  under the rules of the Securities
and  Exchange  Commission,  in a  proxy  statement  soliciting  proxies  for the
election of such  person and (iv) a signed  consent of such person to serve as a
Director of the Corporation,  if elected,  and (b) as to the shareholder  giving
the notice (i) the name and address of such share holder,  as they appear in the
Corporation's  stock  transfer  books and (ii) the class and number of shares of
capital  stock  of  the  Corporation  which  are  beneficially   owned  by  such
shareholder.  In the event that a person is validly  designated  as a nominee in
accordance  with the  procedures  specified  above and shall  thereafter  become
unable or unwilling to stand for election to the Board of  Directors,  the Board
of Directors or the shareholder  who proposed such nominee,  as the case may be,
may  designate a  substitute  nominee;  provided,  however,  that in the case of
persons not nominated by the Board of Directors, such a substitution may be made
only if  notice  as pro  vided  above in this  paragraph  B is  received  at the
principal  office of the Corporation not later than the later of (x) thirty (30)
days  prior to the date of the  Election  Meeting or (y) five (5) days after the
shareholder  proposing  the original  nominee  first  learned that such original
nominee has become unable or unwilling to stand for  election.  If the presiding
officer  of  an  Election  Meeting  determines  and  declares  that  a  Director
nomination  was not made in  accordance  with the fore  going  procedures,  such
nomination shall be void and shall be disregarded for all purposes.

Section 3.        Resignation; Removal

     Any Director may resign at any time.  Except as otherwise  provided by law,
the Board of Directors  may, by majority vote of all  Directors  then in office,
remove a Director for cause. Subject to applicable provisions of law, any or all
of  the  Directors  may  be  removed  with  or  without  cause  by  vote  of the
shareholders.

Section 4.        Vacancies

     Except as otherwise  provided by the Certificate of  Incorporation,  if any
vacancies  occur in the Board of Directors by reason of the death,  resignation,
retirement,  disqualification or removal from office of any Director with cause,
or if any new  directorships  are created,  all of the Directors then in office,
although  less than a quorum,  may, by  majority  vote,  choose a  successor  or
successors, or fill the newly created directorships, and the Directors so chosen
shall hold



<PAGE>

office  until the next  annual  meeting  of the  shareholders  and  until  their
successors  shall  be duly  elected  and  qualified,  unless  sooner  displaced;
provided,  however,  that if in the  event of any such  vacancy,  the  Directors
remaining  in office  shall be unable,  by majority  vote,  to fill such vacancy
within thirty (30) days of the occurrence  thereof,  the Chief Executive Officer
or the Secretary may call a special  meeting of the  shareholders  at which such
vacancy  shall be filled.  In the event of any vacancy  created by removal  from
office of any Director without cause,  such special meeting of the shareholders;
shall be so called within thirty (30) days of the occurrence  thereof,  at which
meeting such vacancy may be filled.

                                   ARTICLE IV

                              MEETINGS OF THE BOARD

Section 1.        Place

     Except as otherwise provided by the Certificate of Incorporation, the Board
of Directors of the  Corporation  may hold  meetings,  both regular and special,
either within or without the State of New York as may be determined by the Board
of Directors. Any one or more members of the Board of Directors or any committee
thereof may participate in a meeting of the Board of Directors or such committee
by means of a conference, telephone or similar communications equipment allowing
all  persons  participating  in the meeting to hear each other at the same time.
Participation by such means shall constitute presence in person at a meeting.

Section 2.        Regular Meetings

     Regular  meetings of the Board of Directors  may be held without  notice at
such  time and at such  place as shall  from time to time be  determined  by the
Board of Directors.

Section 3.        Special Meetings

     Special meetings of the Board of Directors may be called by the Chairman of
the Board, if any, or by the Chief Executive Officer.  Special meetings shall be
called by the Chairman,  Chief Executive Officer or Secretary in like manner and
on like  notice  on the  written  request  of one (1)  Director.  Notice of each
special  meeting of the Board of  Directors  shall be given by the  Secretary as
hereinafter provided in this Section 3, in which notice shall be stated the time
and place of the meeting. Notice of each such meeting shall be delivered to each
director,  either  personally  (including  by courier) or by  telephone,  telex,
telegraph,  or facsimile transmission at least twenty-four hours before the time
at which such  meeting  is to be held,  or shall be mailed to each  director  by
first-class  mail postage  prepaid,  addressed to him at his  residence or usual
place of  business,  at least three days before the day on which such meeting is
to be held.  Notice of any such  meeting  need not be given to any  director who
shall,  either before or after the meeting,  submit a signed waiver of notice or
who shall  attend such  meeting  without  objecting,  at the  beginning  of such
meeting,  to the transaction of any business because the meeting is not lawfully
called or convened. Except as otherwise specifically required by these


<PAGE>

By-Laws,  a notice or waiver of notice of any regular or special  meeting of the
Board of Directors need not state the purpose or purposes of such meeting.

Section 4.        Quorum; Voting

     At all  meetings of the Board of  Directors a majority of the entire  Board
shall be necessary to constitute a quorum for the  transaction of business,  and
the vote of a  majority  of the  Directors  present at the time of the vote if a
quorum is present shall be the act of the Board of  Directors,  except as may be
otherwise  specifically provided by law. If a quorum shall not be present at any
meeting of the Board of Directors, the Directors present thereat may adjourn the
meeting  from time to time until a quorum  shall be present.  Notice of any such
adjournment  shall be given to any  Directors  who were not present and,  unless
announced at the meeting, to the other Directors.

Section 5.        Compensation

     Directors, as such, shall not receive any stated salary for their services,
but,  by  resolution  of the Board of  Directors,  a fixed fee and  expenses  of
attendance,  if any,  may be allowed for  attendance  at each regular or special
meeting of the Board; provided,  however, that nothing herein contained shall be
construed  to preclude any Director  from serving the  Corporation  in any other
capacity and receiving compensation therefor.

                                    ARTICLE V

                                     NOTICES

Section 1.        Form;  Delivery

     Notice  of the  place,  date and time of the  holding  of each  annual  and
special  meeting  of the  shareholders  (and of any change in such  place,  date
and/or time) and the purpose or purposes thereof shall be given personally or by
mail in a postage prepaid envelope to each shareholder  entitled to vote at such
meeting,  not less than ten nor more than  fifty  days  before  the date of such
meeting, and, if mailed, it shall be directed to such shareholder at his address
as it appears on the records of the Corporation, unless he shall have filed with
the Secretary of the Corporation a written request that notices to him be mailed
to some other  address,  in which case it shall be directed to him at such other
address.  Any such  notice for any  meeting  other  than the  annual  meeting of
shareholders  shall  indicate  that it is being  issued at the  direction of the
Chairman  of the Board or a majority  of the Board of  Directors.  Notice of any
meeting  shall not be required to be given to any  shareholder  who shall attend
such  meeting in person or by proxy and shall not,  prior to the  conclusion  of
such meeting,  object to the transaction of any business  because the meeting is
not  lawfully  called or  convened,  or who  shall,  either  before or after the
meeting,  submit a signed  waiver of notice,  in person or by proxy.  Unless the
Board  shall fix a new  record  date for an  adjourned  meeting,  notice of such
adjourned  meeting  need not be given if the time and place to which the meeting
shall be adjourned  were  announced at the meeting at which the  adjournment  is
taken. At the adjourned meeting the Corporation may transact any


<PAGE>

business  which  might have been  transacted  at the  original  meeting.  If the
adjournment  is for more than thirty  days,  or if after the  adjournment  a new
record  date is fixed  for the  adjourned  meeting,  a notice  of the  adjourned
meeting  shall be given to each  shareholder  of record  entitled to vote at the
meeting.

Section 2.        Waiver

     Whenever a notice is required to be given by any statute,  the  Certificate
of  Incorporation or these By-Laws,  a waiver thereof in writing,  signed by the
person or persons  entitled  to such  notice,  whether  before or after the time
stated  therein,  shall be deemed  equivalent to such notice.  In addition,  any
shareholder  attending a meeting of  shareholders  in person or by proxy without
protesting  prior to the conclusion of the meeting the lack of notice thereof to
him, such lack of notice shall be  conclusively  deemed to have waived notice of
such meeting.

                                   ARTICLE VI

                                    OFFICERS

Section 1.        Officers

     The  officers of the  Corporation  shall be a Chief  Executive  Officer,  a
President  or  one or  more  Co-Presidents,  one  or  more  Vice  Presidents,  a
Secretary,  a  Treasurer,  and such other  officers  including a Chairman of the
Board  as may be  determined  by the  Board  of  Directors.  Any two (2) or more
offices  may be held by the same  person,  except the  offices of  President  or
Co-President  and Secretary;  provided,  however,  that if all of the issued and
outstanding stock of the Corporation is owned by one (1) person, such person may
hold all or any combination of offices.

Section 2.        Authority and Duties

     All officers,  as between  themselves and the Corporation,  shall have such
authority and perform such duties in the management of the Corporation as may be
provided in these  By-Laws,  or, to the extent not so provided,  by the Board of
Directors.

Section 3.        Term of Office; Removal

     All officers shall be elected by the Board of Directors and each shall hold
office  until the meeting of the Board of  Directors  following  the next annual
meeting of  shareholders,  and until his successor has been elected or appointed
and qualified.




<PAGE>

Section 4.        Compensation

     The  compensation of all officers of the Corporation  shall be fixed by the
Board of Directors,  and the  compensation of agents shall either be so fixed or
shall be fixed by officers thereunto duly authorized.

Section 5.        Vacancies

     If an office  becomes vacant for any reason,  the Board of Directors  shall
fill the vacancy.  Any officer so appointed or elected by the Board of Directors
shall serve only until the unexpired term of his predecessor  shall have expired
unless reelected by the Board of Directors.

Section 6.        The Chief Executive Officer

     The President or one of the  Co-Presidents,  as  appropriate,  shall be the
Chief Executive  Officer of the  Corporation,  unless the Board of Directors has
designated  the  Chairman  of the Board as the Chief  Executive  Officer  of the
Corporation,  in which  case  the  Chairman  of the  Board  shall  be the  Chief
Executive  Officer of the Corporation.  The officer so designated shall have, in
addition  to the powers and duties  applicable  to the office set forth in these
By- Laws,  general and active  supervision  and direction  over the business and
affairs of the Corporation and over its several officers,  agents and employees,
subject,  however, to the control of the Board of Directors. The Chief Executive
Officer shall see that all orders and  resolutions of the Board of Directors are
carried into effect and, in general, the Chief Executive Officer shall have such
other powers and perform such other duties as may be  incidental to the position
of Chief Executive Officer or as from time to time may be assigned to him or her
by the Board of Directors.

Section 7.        The President or Co-Presidents

     The President or, if there be Co-Presidents, the Co-President so designated
by Board of Directors, as the case may be, in the absence of the Chairman of the
Board,  or if  there  be no  Chairman,  shall  preside  at all  meetings  of the
shareholders and Directors;  he or she shall have general and active  management
and  control of the  business  and  affairs of the  Corporation,  subject to the
control of the Board of Directors and the Chief Executive Officer,  if any, and,
in the absence or inability  to act of any Chief  Executive  Officer,  shall see
that all orders and  resolutions  of the Board of  Directors  are  carried  into
effect.

Section 8.        The Vice-President

     The Vice-President or, if there be more than one, the  Vice-Presidents,  in
the order of their  seniority or in any other order  determined  by the Board of
Directors,  shall,  in the absence or disability of each of the Chief  Executive
Officer and the President or each  Co-President,  as the case may be, to perform
the  duties  and  exercise  the powers of the Chief  Executive  Officer  and the
President or Co-President as the case may be, and shall generally assist each of
the Chief Executive Officer and the President or Co-Presidents,  as the case may
be, and perform such other



<PAGE>

duties as the Board of Directors,  the Chief Executive  Officer or the President
or Co-Presidents, as the case may be, may prescribe.

Section 9.        The Secretary

     The  Secretary  shall attend all meetings of the Board of Directors and all
meetings  of the  shareholders  and  record  all  votes and the  minutes  of all
proceedings  in a book to be kept for that purpose and shall perform like duties
for the standing committees when required.  He shall give, or cause to be given,
notice of all meetings of the  shareholders and special meetings of the Board of
Directors  and shall perform such other duties as may be prescribed by the Board
of Directors,  the Chief Executive Officer or President or Co-President,  as the
case may be, under whose supervision he shall act. He shall keep in safe custody
the seal of the Corporation and, when authorized by the Board, affix the same to
any  instrument  requiring it and, when so affixed,  it shall be attested by his
signature  or by the  signature of the  Treasurer  or an Assistant  Treasurer or
Assistant  Secretary.  He shall keep in safe custody the  certificate  books and
shareholder records and such other books and records as the Board may direct and
shall perform all other duties incident to the office of the Secretary.

Section 10.       The Assistant Secretary

     During the absence or disability of the Secretary, any Assistant Secretary,
or if there be more than one, the one so  designated  by the Secretary or by the
Board of Directors, shall have all the powers and functions of the Secretary.

Section 11.       The Treasurer

     The Treasurer shall have the care and custody of the corporate  funds,  and
other valuable effects,  including securities,  and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the Corporation and
shall  deposit  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.  The Treasurer  shall disburse the funds of the Corporation as may
be  ordered  by  the  Board  of  Directors,  taking  proper  vouchers  for  such
disbursements,  and shall render to the Chief  Executive  Officer,  President or
Co-Presidents, as the case may be, and Directors, at the regular meetings of the
Board of  Directors,  or  whenever  they may  require  it, an account of all his
transactions as Treasurer and of the financial condition of the Corporation.

Section 12.       The Assistant Treasurer

     During the absence or disability of the Treasurer, any Assistant Treasurer,
or if there be more than one, the one so  designated  by the Treasurer or by the
Board of Directors, shall have all the powers and functions of the Treasurer.




<PAGE>

Section 13.       Bonds

     In case the Board of  Directors  shall so require,  any officer or agent of
the Corporation shall give the Corporation a bond for such term, in such sum and
with such surety or sureties as shall be  satisfactory to the Board of Directors
for the faithful performance of the duties of his office and for the restoration
to the  Corporation,  in case of his death,  resignation,  retirement or removal
from  office,  of all  books,  papers,  vouchers,  money and other  property  of
whatever  kind  in  his  possession  or  under  his  control  belonging  to  the
Corporation.

                                   ARTICLE VII

                               SHARE CERTIFICATES

Section 1.        Form; Signature

     The  certificates  for shares of the  Corporation  shall be in such form as
shall  be   determined   by  the  Board  of  Directors  and  shall  be  numbered
consecutively  and entered in the books of the  Corporation  as they are issued.
Each certificate  shall exhibit the registered  holder's name and the number and
class of shares,  and shall be signed by the Chairman or a Vice- Chairman of the
Board of Directors,  if there be any, or the President or any  Co-President,  as
the case may be, or a Vice-President and the Treasurer or an Assistant Treasurer
or the  Secretary  or an  Assistant  Secretary,  and shall  bear the seal of the
Corporation or a facsimile thereof.

Section 2.        Lost Certificates

     The Board of Directors may direct a new share  certificate or  certificates
to be issued in place of any certificate or certificates  theretofore  issued by
the  Corporation  alleged to have been lost or destroyed,  upon the making of an
affidavit  of that fact by the person  claiming  the  certificate  to be lost 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 or destroyed  certificate  or
certificates,  or his legal  representative,  to give the  Corporation a bond in
such sum as it may  direct  as  indemnity  against  any  claim  that may be made
against the  Corporation  with respect to the  certificate  alleged to have been
lost or destroyed.

Section 3.        Registration of Transfer

     Upon surrender to the  Corporation or any transfer agent of the Corporation
of a certificate  for shares duty endorsed or accompanied by proper  evidence of
succession,  assignment  or authority  to transfer,  it shall be the duty of the
Corporation  or such  transfer  agent to issue a new  certificate  to the person
entitled thereto, cancel the old certificate and record the transaction upon its
books.




<PAGE>

Section 4.        Registered Shareholders

     Except as otherwise  provided by law, the Corporation  shall be entitled to
recognize the exclusive  right of a person  registered on its books as the owner
of shares  to  receive  dividends  or other  distributions,  and to vote as such
owner,  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 legal  claim to or  interest in such share or shares on the part of any other
person,  whether  or not it has  actual  or  other  notice  thereof,  except  as
otherwise provided by the laws or the State of New York.

Section 5.        Record Date

     For the purpose of determining the shareholders entitled to notice of or to
vote at any meeting of shares or an adjournment  thereof,  or to express consent
to or  dissent  from any  proposal  without a  meeting,  or for the  purpose  of
determining  shareholders  entitled  to receive  payment of any  dividend or the
allotment of any rights,  or for the purpose of any other action  affecting  the
interests of shareholders,  the Board of Directors may fix, in advance, a record
date.  Such date  shall not be more than  fifty (50) nor less than ten (10) days
before the date of any such meeting,  nor more than fifty (50) days prior to any
other action.

     In each such case,  except as otherwise  provided by law, only such persons
as shall be  shareholders  of record on the date so fixed  shall be  entitled to
notice of, and to vote at,  such  meeting  and any  adjournment  thereof,  or to
express such consent or dissent, or to receive payment of such dividend, or such
allotment of rights,  or  otherwise to be  recognized  as  shareholders  for the
related purpose,  notwithstanding  any registration of transfer of shares on the
books of the Corporation after any such record date so fixed.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

Section 1.        Fiscal Year

     The fiscal  year of the  Corporation  shall be fixed by  resolution  of the
Board of Directors.

Section 2.        Dividends

     Dividends upon the capital stock of the  Corporation may be declared by the
Board of Directors at any regular or special meeting and may be paid in cash, in
property,  or in shares of the capital  stock,  subject to the provisions of the
Certificate of Incorporation and the law.





<PAGE>

Section 3.        Reserves

     Before payment of any dividend,  there may be set aside out of any funds of
the  Corporation  available for dividends such sum or sums as the Directors from
time to time, in their  absolute  discretion,  think proper as a reserve fund to
meet contingencies, or for equalizing dividends, or for repairing or maintaining
any  property  of the  Corporation,  or for such other  purposes as the Board or
Directors shall deem conducive to the interest of the Corporation, and the Board
of  Directors  may modify or abolish any such  reserve in the manner in which it
was created.

Section 4.        Checks

     All  checks or  demands  for money  and notes of the  Corporation  shall be
signed by such  officer or officers or such other person or persons as the Board
of Directors may from time to time designate.

Section 5.        Seal

     The  corporate  seal  shall  have   inscribed   thereon  the  name  of  the
Corporation,  the year of its  organization  and the words  "Corporate  Seal New
York." The seal may be used by causing it or a facsimile thereof to be impressed
or affixed or otherwise reproduced.

                                   ARTICLE IX

                                   AMENDMENTS

Section 1.        Adoption; Amendment; Repeal

     By-Laws of the Corporation  may be adopted,  amended or repealed by vote of
the holders of the shares at the time  entitled  to vote in the  election of any
Directors.  By-Laws of the Corporation may also be adopted,  amended or repealed
by the Board of Directors, but any By-Law adopted by the Board of Directors, may
be amended or repealed by the  shareholders  entitled to vote  thereon as herein
provided.

Section 2.        Amendments Affecting Election of Directors; Notice

     If any By-Law  regulating  an  impending  election of Directors is adopted,
amended or repealed by the Board,  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.





<PAGE>