Exhibit 3(ii)
                                                                   -------------


                              AMENDED AND RESTATED

                                     BY-LAWS

                                      -of-

                          AMERICAN MEDICAL ALERT CORP.

                            (a New York corporation)

                               AS FURTHER AMENDED

                                   ARTICLE I

                                     OFFICES

         SECTION 1. Principal Office. The principal office of the Corporation
shall be in the City of Oceanside in the State of New York.

         SECTION 2. Other Offices. The Corporation may also have offices at such
other places within and 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

                              SHAREHOLDER MEETINGS

         SECTION 1. Annual Meeting. The annual meeting of shareholders of the
Corporation shall be held at such time and date as may be determined by the
Board of Directors and as shall be designated in the notice of said meeting for
the purpose of electing a Board of Directors and for the transaction of such
other business as may properly be brought before the meeting.

         SECTION 2. Special Meetings. A special meeting of shareholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called the Chief Executive Officer, the
Board of Directors or any officer of the Corporation instructed by the Board of
Directors to call such a meeting, and shall be called by any officer in the
Office of the President at the request in writing of a majority of the
directors. Such request shall state the purpose or purposes of the proposed
meeting.

         SECTION 3. Place. Annual meetings and special meetings shall be held at
such place, within or without the State of New York, as the Board of Directors
may, from time to time, fix. Whenever the directors shall fail to fix such
place, the meeting shall be held at such place within the City of Oceanside as
may be designated in the notice of such meeting.

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         SECTION 4. Notice. Notice of all meetings shall be in writing and shall
state the place, date and hour of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called and to which
its business will be limited. The notice for a special meeting shall also
indicate that it is being issued by or at the direction of the person or persons
calling the meeting. A copy of the notice of any meeting shall be given to each
shareholder entitled thereto, personally or by mail, not fewer than ten days nor
more than fifty days before the date of the meeting, provided, however, that a
copy of such notice may be given by third class mail not fewer than twenty-four
nor more than fifteen days before the date of the meeting. If mailed, such
notice shall be deemed given when deposited in a United States post office or
letter box with postage thereon prepaid, directed to the shareholder at his or
her record address or at such other address for the mailing of notices as he or
she may have furnished in writing to the Secretary. Notice of a meeting need not
be given to any shareholder who attends such meeting, in person or by proxy,
without protesting prior to the conclusion of the meeting the lack of notice of
such meeting, or who submits a signed waiver of notice, in person or by proxy,
before or after the meeting.

         SECTION 5. Fixing Record Date. For the purpose of determining the
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or to express consent to or dissent from any proposal
without a meeting, or for the purpose of determining the shareholders entitled
to receive payment of any dividend or the allotment of any rights, or for the
purpose of any other action, the Board of Directors may fix, in advance, a date
as the record date for any such determination of shareholders. Such date shall
not be more than fifty nor less than ten days before the date of such meeting,
nor more than fifty days prior to any other action. If no record date is fixed,
the record date for the determination of shareholders entitled to notice of or
to vote at a meeting of shareholders shall be at the close of the business on
the day next preceding the day on which notice is given, or, if no notice is
given, the day on which the meeting is held, and the record date for determining
shareholders for any other purpose shall be at the close of business on the day
on which the resolution of the directors relating thereto is adopted. When a
determination of shareholders of record entitled to notice of or to vote at any
meeting of shareholders has been made as provided in this Section 5, such
determination shall apply to any adjournment thereof, unless directors fix a new
record date under this Section 5 for the adjourned meeting.

         SECTION 6. Adjourned Meeting. No notice need be given of any adjourned
meeting if the time and place thereof are announced at the meeting at which the
adjournment is taken. At any adjourned meeting the Corporation may transact any
business which might have been transacted on the original date of the meeting.
If a new record date is fixed for the adjourned meeting, notice of the adjourned
meeting shall be given to each shareholder of record on the new record date
entitled to notice of the meeting.

         SECTION 7. Conduct of Meetings. Meetings of the shareholders shall be
presided over by the Chairman of the Board, or if none is in office or in the
absence of the Chairman of the Board, the President or, in his or her absence,
by a Vice President or, if none of

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<PAGE>

the foregoing is in office and present, a chairman to be chosen by the
shareholders. The Secretary of the Corporation or, in his absence, an Assistant
Secretary, shall act as secretary of every meeting, but if neither the Secretary
nor an Assistant Secretary is present, the chairman of the meeting shall appoint
a secretary of the meeting. The order of business at all meetings of the
shareholders shall be determined by the chairman of the meeting.

         SECTION 8. Appointment of Inspectors. The Board of Directors, in
advance of any meeting, may appoint one or more inspectors, who need not be
shareholders, to act at the meeting or any adjournment thereof. If inspectors
are not so appointed, the chairman of the meeting may, but need not, appoint one
or more inspectors. In case any person who may be appointed as an inspector
fails to appear or act, the vacancy may be filled by appointment made at the
meeting by the chairman thereof. Each inspector, if any, before entering upon
the discharge of his duties, shall take and sign an oath faithfully to execute
the duties of inspector at such meeting with strict impartiality and according
to the best of his ability. The inspectors, if any, shall determine the number
of shares outstanding and the voting power of each, the shares represented at
the meeting, the existence of a quorum and the validity and effect of proxies,
and shall receive votes, ballots or consents, hear and determine all challenges
and questions arising in connection with the right to vote, count and tabulate
all votes, ballots or consents, determine the result and do such acts as are
proper to conduct the election or vote with fairness to all shareholders. On
request of the chairman of the meeting or any shareholder entitled to vote
thereat, the inspectors, if any, shall make a report in writing of any
challenge, question or matter determined by them and execute a certificate of
any fact found by them.

         SECTION 9. List of Shareholders. A list of the shareholders entitled to
vote at any meeting of shareholders as of the record date for the determination
thereof, certified by the Secretary or by the transfer agent or agents for the
Corporation, shall be produced at such meeting upon the request of any
shareholder made at or prior to such meeting.

         SECTION 10. Quorum. Except as otherwise provided by statute or by the
Certificate of Incorporation, the presence, in person or by proxy, of the
holders of a majority of the issued and outstanding shares of the Corporation
entitled to vote thereat shall constitute a quorum at a meeting of shareholders
for the transaction of any business. When a quorum is once present to organize a
meeting, it is not broken by the subsequent withdrawal of any shareholders. The
shareholders present may adjourn the meeting despite the absence of a quorum.

         SECTION 11. Proxies. Any shareholder may authorize another person or
persons to act for him by proxy in all matters in which a shareholder is
entitled to participate, whether by waiving notice of any meeting, voting or
participating at a meeting or expressing consent or dissent without a meeting.
Every proxy must be signed by the shareholder or his or her attorney-in-fact. No
proxy shall be valid after the expiration of eleven 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 as otherwise provided by
statute.

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         SECTION 12. Voting. Except as otherwise provided by statute or by the
Certificate of Incorporation, each holder of record of shares of the Corporation
having voting rights shall be entitled at each meeting of shareholders to one
vote for each share of the Corporation standing in his name on the records of
the Corporation on the date fixed as the record date for the determination of
the shareholders entitled to notice of and to vote at such meeting. Except as
otherwise provided by statute or by the Certificate of Incorporation, any
corporate action other than the election of directors to be taken by vote of the
shareholders shall be authorized by a majority of the votes cast at a meeting of
shareholders by the holders of shares present, in person or by proxy, and
entitled to vote on such action. Directors shall be elected as provided in
Section 2 of Article III. Unless required by statute or determined by the
chairman of the meeting to be advisable, no vote need be by ballot, but in case
of a vote by ballot, each ballot shall be signed by the voting shareholder or
his proxy and shall state the number of shares voted.

         SECTION 13. Action without a Meeting. Whenever the 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 shares entitled to vote thereon.

         SECTION 14. Nominations and Business at Meetings. At any annual meeting
of shareholders, only persons who are nominated in accordance with the
procedures set forth in this Section 14 shall be eligible for election as
Directors, and only business which is proposed in accordance with the procedures
set forth in this Section 14 shall be considered for action by shareholders.
Nominations of persons for election to the Board of Directors of the Company may
be made (i) by or at the direction of the Board of Directors or (ii) by any
shareholder of the Company entitled to vote at the meeting who complies with the
notice and other procedures set forth in this Section 14. Business to be
considered at a meeting of shareholders may be proposed (i) by or at the
direction of the Board of Directors or (ii) by any shareholder of the Company
entitled to vote at the meeting who complies with the notice and other
procedures set forth in this Section 14. Such nominations or business proposals,
other than 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 Company and
such business proposals must, under applicable law, be a proper matter for
shareholder action. To be timely, a shareholder's notice shall be delivered to
or mailed and received at the principal executive offices of the Company not
less than 120 days nor more than 150 days in advance of the date which is the
anniversary of the date the Company's proxy statement was released to security
holders in connection with the previous year's annual meeting; provided, that,
if the Company did not hold such previous year's annual meeting or if the
anniversary date of the current year's annual meeting has been changed by more
than 30 days from the date of the previous year's annual meeting, then such
shareholder's notice shall be so delivered or mailed and received not less than
30 days in advance of the anticipated date of mailing (as publicly announced by
the Company) of the Company's proxy statement for the next annual meeting of
stockholders.

         Such shareholder's notice shall set forth (a) as to each person whom
such

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<PAGE>

shareholder proposes to nominate for election or reelection as a Director, all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended (including such person's written consent to serving as a Director if
elected); (b) as to any other business that the shareholder proposes to bring
before the meeting, a brief description of the business desired to be brought
before the annual meeting, the reasons for conducting such business at the
annual meeting and any material interest in such business of the shareholder
making such proposal or such other person on whose behalf such proposal is made;
and (c) as to the shareholder giving the notice and the beneficial owner, if
any, on whose behalf the nomination or proposal is made, (i) the name and
address of such shareholder, as they appear on the Company's books, and the name
and address of the beneficial owner, if any, on whose behalf the nomination or
proposal is made, and (ii) the class and number of shares of the Company which
are owned by such shareholder or person, either beneficially or of record. No
person shall be eligible for election as a Director of the Company and no
business shall be conducted at the annual meeting of shareholders unless
nominated or proposed in accordance with the procedures set forth in this
Section 14.

         Except as may otherwise be required by applicable law, nothing herein
shall obligate the Company to include in the Company's proxy statement any
nominee for Director nominated by a shareholder or any other shareholder
proposal. In addition, nothing herein shall require the Company to submit to the
shareholders any proposal which is otherwise excludable or improper under
applicable law. The Chairman of the meeting may, if the facts warrant, determine
and declare to the meeting that a nomination or proposal was not made in
accordance with the provisions of this Section 14 and, if he or she should so
determine, he or she shall so declare to the meeting and the defective
nomination or proposal shall be disregarded.


                                   ARTICLE III

                                    DIRECTORS

         SECTION 1. Powers, Qualifications and Number. The property, affairs and
business of the Corporation shall be managed under the direction of its Board of
Directors, which may exercise all such authority and powers of the Corporation
and do all such lawful acts and things as are not by statute or the Certificate
of Incorporation directed or required to be exercised or done by the
shareholders. Each director shall be at least eighteen years of age, but need
not be a shareholder, a citizen of the United States or a resident of the State
of New York. The number of directors constituting the Board of Directors shall
be two unless changed as provided below, and in any event shall be at least two,
except that where all the issued and outstanding shares of the Corporation are
owned beneficially and of record by fewer than two shareholders, the number of
directors may be less than two but not less than the number of such
shareholders. Subject to the foregoing limitation, the number of directors may
be increased or decreased at any time and from time to time by a resolution of
the Board of Directors adopted by a majority of the

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directors which the Corporation would have if there were no vacancies, provided
that no decrease shall become effective until the next annual meeting of
shareholders if its effectiveness would shorten the term of any incumbent
director.

         SECTION 2. Election, Term and Vacancies. Except as otherwise provided
by statute or by the Certificate of Incorporation, directors shall be elected at
each annual meeting of shareholders by a plurality of the votes cast thereat by
the holders of shares present, in person or by proxy, and entitled to vote in
the election; such directors, and directors who are elected in the interim prior
to such a meeting to fill newly-created directorships, shall hold office until
the next annual meeting of shareholders and until their successors have been
elected and qualified. In the interim prior to a meeting of shareholders for the
election of directors, newly-created directorships and any vacancies in the
Board of Directors, including vacancies resulting from the removal of directors
for cause or without cause, may be filled by the vote of a majority of the
directors then in office, although less than a quorum exists.

         SECTION 3. Resignation and Removal. Any director may resign at any time
by giving written notice of his resignation to the Board of Directors, the
Office of the President or the Secretary. Any such resignation shall take effect
at the time specified therein or, if no time is specified, immediately upon
receipt; unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective. Any or all of the directors may be
removed for cause or without cause by the shareholders at a special meeting
therefor and, except as otherwise provided by statute or by the Certificate of
Incorporation, may be removed for cause by the Board of Directors.

         SECTION 4. Committees. Whenever there shall be more than three
directors, the Board of Directors may, by resolution adopted by a majority of
the directors which the Corporation would have if there were no vacancies,
designate from among its members three or more directors to constitute
committees, which committees, to the extent conferred by the resolutions
designating such committees and except as otherwise provided by statute, shall
have and may exercise the authority of the Board of Directors. Unless the Board
of Directors shall provide otherwise, a majority of the members of any such
committee may fix the time and place of its meetings and determine its action.
The Board of Directors shall have the power at any time to fill vacancies in,
change the membership of or dissolve any such committee. Nothing herein shall be
deemed to prevent the Board of Directors from appointing committees consisting
in whole or in part of persons who are not directors of the Corporation,
provided, however, that no such committee shall have or may exercise any
authority of the Board of Directors.

         SECTION 5. Compensation of Directors. The Board of Directors shall have
authority to fix the compensation of directors for services to the Corporation
in any capacity, including a fixed sum and reimbursement of expenses for
attendance at meetings of the Board of Directors and committees thereof. Nothing
herein contained shall be construed to preclude any director from serving the
Corporation, its subsidiaries or affiliates in any capacity and receiving
compensation therefor.

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                                   ARTICLE IV

                       MEETINGS OF THE BOARD OF DIRECTORS

         SECTION 1. Place, Time, Call and Notice. Meetings of the Board of
Directors shall be held at such time and at such place, within or without the
State of New York, as the Board of Directors may from time to time fix or as
shall be specified in the notice of any such meeting, except that the first
meeting of a newly-elected Board of Directors for the election or appointment of
officers and the transaction of other business shall be held as soon after its
election as the directors may conveniently assemble and, if possible, at the
place at which the annual meeting of shareholders which elected them was held.
No call or notice shall be required for regular or stated meetings for which the
time and place have been fixed, and no notice shall be required for any first
meeting of a newly-elected Board of Directors which is held immediately
following an annual meeting of shareholders at the same place as such meeting.
If any day fixed for a regular or stated meeting shall be a legal holiday at the
place where the meeting is to be held, such meeting shall be held at the
scheduled hour on the next business day not a legal holiday. Special meetings
may be called by or at the direction of the President or a majority of the
directors of the Corporation. Notice of the time and place of special meetings
and of any first meeting of a newly-elected Board of Directors which is not held
immediately following an annual meeting of shareholders at the same place as
such meeting shall be given by the Secretary to each director (a) by mail,
depositing such notice, in a sealed wrapper addressed to such director, in a
United States Postal Service post office or letter box, with first-class postage
thereon prepaid, at least 72 hours before the time at which such meeting is to
be held, (b) by the "express mail" service of the United States Postal Service,
depositing such notice, in a sealed "express mail" envelope addressed to such
director, in a United States Postal Service post office or "express mail" letter
box, with "express mail" postage prepaid, or by depositing such notice in a
sealed envelope addressed to such director for delivery with another overnight
courier service, in either such case at least 48 hours before the time at which
such meeting is to be held or (c) by telegraph, telecopier, cable or wireless
addressed to such director, delivery to him personally or by telephone or any
other method of communication by which such director shall actually receive such
notice, at least 24 hours before the time at which such meeting is to be held.
The notice of any meeting need not specify the purpose thereof. Any requirement
of furnishing a notice shall be waived by any director who submits a signed
waiver of notice before or after the meeting or who attends the meeting without
protesting, prior thereto or at its commencement, the lack of notice to him.

         SECTION 2. Quorum and Action. A majority of the directors which the
Corporation would have if there were no vacancies shall constitute a quorum,
except that when a vacancy or vacancies prevent such a majority, a majority of
the directors then in office shall constitute a quorum, provided such majority
shall constitute at least one-third of the directors which the Corporation would
have if there were no vacancies. A majority of the directors

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<PAGE>

present, whether or not a quorum, may adjourn a meeting to another time and
place. 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. At any
adjourned meeting at which a quorum is present, any business may be transacted
which might have been transacted at the meeting originally scheduled. Except as
otherwise provided herein or by statute, the vote of a majority of the directors
present at the time of the vote, a quorum being present at such time, shall be
the act of the Board of Directors.

         SECTION 3. Conduct of Meetings. The Chairman of the Board, if present,
shall preside at all meetings. Otherwise, the President, if a director and
present (if more than one, as chosen by the Board of Directors), or, if neither
of the foregoing is present, any other director chosen by the Board of
Directors, shall preside. The Secretary of the Corporation, if a director and
present, shall act as secretary of the meeting and keep the minutes thereof.
Otherwise, a director appointed by the chairman of the meeting shall act as
secretary and keep the minutes thereof.

         SECTION 4. Action without a Meeting. Any action required or permitted
to be taken by the Board of Directors or any committee thereof may be taken
without a meeting if all members of the Board of Directors or committee consent
in writing to the adoption of a resolution authorizing the action and the
written consent thereto by the members of the Board of Directors or the
committee shall be filed with the minutes of the proceedings of the Board of
Directors or committee.

         SECTION 5. Action by Conference Call. Any one or more members of the
Board of Directors of the Corporation or of any committee thereof may
participate in a meeting of the Board of Directors or of any 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 the meeting.


                                    ARTICLE V

                                    OFFICERS

         SECTION 1. Number, Election and Vacancies. The Board of Directors at
its first meeting after the election of directors in each year shall elect or
appoint a President and a Secretary and may at any time and from time to time
elect or appoint a Chairman of the Board, one or more Vice Presidents (one or
more of which may be designated by the Board of Directors as Executive or Senior
Vice Presidents), a Controller, one or more Assistant Vice Presidents, Assistant
Secretaries, and Assistant Controllers and such other officers, agents and
employees as it may deem desirable. Any two or more offices may be held by the
same person, except the offices of President and Secretary, unless all the
issued and outstanding shares of the Corporation

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are owned by one person, in which case such person may hold all or any
combination of offices. The election or appointment of an officer shall not of
itself create any contract rights. A vacancy in any office may be filled for the
unexpired term by the Board of Directors at any meeting.

         SECTION 2. Term of Office, Resignation and Removal. Unless otherwise
prescribed by the Board of Directors, each officer of the Corporation 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 and qualified.
Any officer may resign at any time by giving written notice of his or her
resignation to the Board of Directors, the President or the Secretary. Any such
resignation shall take effect at the time specified therein or, if no time is
specified, immediately upon receipt; unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
Notwithstanding anything in the foregoing to the contrary, any officer may be
removed at any time by the Board of Directors with cause or without cause.

         SECTION 3. Security. The Board of Directors may require any officer,
agent or employee of the Corporation to post a bond or give other security for
the faithful performance of his or her duties.

         SECTION 4. Chairman of the Board. The Chairman of the Board, if any,
shall, if present, preside at all meetings of the Board of Directors and shall
have such other powers and duties as the Board of Directors may from time to
time assign to him or her.

         SECTION 5. Chief Executive Officer. The Chief Executive Officer shall,
in the absence of the Chairman of the Board, preside at all meetings of the
shareholders and of the Board of Directors at which they are present. The Chief
Executive Officer, along with the President, shall have general supervision
over, and shall direct the business and affairs of the Corporation. The Chief
Executive Officer shall have all powers and duties usually incident to the
office of the Chief Executive Officer except as specifically limited by
resolution of the Board of Directors. The Chief Executive Officer shall have
such other powers and perform other duties as may be assigned to time from time
to time by the Board of Directors.

         SECTION 5A. President. The President shall, in the absence of the
Chairman of the Board and of the Chief Executive Officer, preside at all
meetings of the shareholders and of the Board of Directors at which they are
present. The President, along with the Chief Executive Officer, shall have
general supervision over, and shall direct the business and affairs of the
Corporation. The President shall have all powers and duties usually incident to
the office of the President except as specifically limited by a resolution of
the Board of Directors. The President shall have such other powers and perform
such other duties as may be assigned to him from time to time by the Board of
Directors.

         SECTION 6. Vice Presidents. Each Vice President shall have such
designation and seniority as the Board of Directors may determine and such
powers and duties as the Board

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of Directors or, subject to the control of the Board of Directors, the Office of
the President may from time to time assign to him or her.

         SECTION 7. Secretary. The Secretary shall, if present, act as the
secretary of, and keep the minutes of, all meetings of the shareholders and, if
a director, of the Board of Directors, and shall be responsible for the giving
of notice of all meetings of the shareholders and of the Board of Directors. He
or she shall be custodian of the seal of the Corporation, which he or she shall
affix to any instrument requiring it whose execution has been authorized, and of
the corporate records (except accounting records), and shall have such other
powers and duties as generally pertain to the office and as the Board of
Directors or, subject to the control of the Board of Directors, the President
may from time to time assign to him or her.

         SECTION 8. Other Officers; Absence and Disability. The other officers
of the Corporation shall have such powers and duties as generally pertain to
their respective offices and as the Board of Directors or, subject to the
control of the Board of Directors, the President may from time to time assign to
them. The Assistant Vice Presidents, the Assistant Secretaries, and the
Assistant Controllers, if any, shall, in the order of their respective
seniorities, in case of the absence or disability of a Vice President, the
Secretary, or the Controller, respectively, perform the duties of such officer
and have such powers and other duties as the Board of Directors or the President
may from time to time prescribe. In case of the absence or disability of any
officer of the Corporation and of any person herein authorized to act in his or
her place, the Board of Directors may from time to time delegate the powers and
duties of such officer to any other officer or any other person whom it may
select.

         SECTION 9. Compensation of Officers. The Board of Directors shall have
authority to fix the salary and other compensation, if any, of any officer of
the Corporation or to appoint a committee for such purpose. Nothing herein
contained shall be construed to preclude any officer from receiving a salary or
other compensation by reason of the fact that he is also a director of the
Corporation.


                                   ARTICLE VI

                                INDEMNIFICATION

         Each person who is made or threatened to be made a party in any civil
or criminal action or proceeding by reason of the fact that he or she, his or
her testator or intestate is or was a director or officer of the Corporation or
serves or served any other entity in any capacity at the request of the
Corporation shall be indemnified by the Corporation to the maximum extent
permitted by statute as amended from time to time.

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                                  ARTICLE VII

                        BOOKS AND RECORDS; BANK ACCOUNTS

         SECTION 1. Books and Records. The Corporation shall keep correct and
complete books and records of account and shall keep minutes of the proceedings
of the shareholders, of the Board of Directors and of any committee which the
directors may appoint, and shall keep at the office of the Corporation in the
State of New York or at the office of its transfer agent or registrar, if any,
in such state, a record containing the names and addresses of all shareholders,
the number and class of shares held by each and the dates when they respectively
became the owners of record thereof. The person in whose name shares stand in
such record shall be deemed the owner thereof for all purposes as regards the
Corporation. Any of the foregoing books, minutes or records may be in written
form or in any other form capable of being converted into written form within a
reasonable time.

         SECTION 2. Bank Accounts. The Board of Directors may from time to time
authorize the opening and maintenance of general and special bank accounts with
such banks, trust companies or other depositaries as the Board of Directors may
designate or as may be designated by any officers of the Corporation to whom
such power of designation may from time to time be delegated by the Board of
Directors. The Board of Directors may make such special rules and regulations
with respect to such bank accounts, not inconsistent with the provisions of
these By-Laws, as it may deem expedient.


                                  ARTICLE VIII

                                     SHARES

         SECTION 1. Certificates Representing Shares. Shares of the Corporation
shall be represented by certificates, in such form as shall from time to time be
approved by the Board of Directors, which certificates shall be signed in the
name of the Corporation by the Chairman of the Board, President or a Vice
President and by the Secretary or an Assistant Secretary and sealed with the
seal of the Corporation or a facsimile thereof. The signatures of the officers
upon a certificate may be facsimiles if the certificate is countersigned by a
transfer agent or registered by a registrar other than the Corporation or its
employee. In case any officer who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer before such
certificate shall be issued, it may nevertheless be issued by the Corporation
with the same effect as if such officer were still in office at the date of its
issue.

         SECTION 2. Share Transfers. Transfers of shares of the Corporation
shall be made on the share records 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 transfer clerk appointed as provided in Section 4 of this

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<PAGE>

Article, upon surrender of the certificate or certificates for such shares
properly endorsed and the payment of all taxes due thereon, together with such
proof of the authenticity of the signature as the Corporation or its agents may
reasonably require, and upon compliance with any provisions restricting the
transferability of such shares. The Board of Directors may from time to time
make such additional rules and regulations as it may deem expedient, not
inconsistent with these By-Laws, concerning the issue, transfer and registration
of certificates for shares of the Corporation.

         SECTION 3. Lost, Stolen, Destroyed or Mutilated Certificates. No
certificate for shares of the Corporation shall be issued in place of any
certificate alleged to have been lost, destroyed or stolen, except on production
of such evidence of such loss, destruction or theft as the Board of Directors
may require and, in the case of lost or stolen certificates, on delivery to the
Corporation, if the Board of Directors shall so require, of a bond of indemnity
in such form and amount and secured by such surety as the Board of Directors may
in its discretion require. The Board of Directors shall have the right from time
to time to prescribe such rules and procedures as it shall deem advisable with
respect to lost, stolen, destroyed or mutilated certificates and the issuance of
new certificates in place thereof.

         SECTION 4. Transfer Agents and Registrars. The Board of Directors may
appoint one or more transfer clerks or one or more transfer agents and one or
more registrars, whose respective duties shall be defined by the Board of
Directors. The duties of transfer agent and registrar may be combined. No
certificate for shares shall be valid unless countersigned by a transfer agent,
if the Corporation has a transfer agent, or by a registrar, if the Corporation
has a registrar. The signature of a transfer agent may be a facsimile.

                                   ARTICLE IX

                                 CORPORATE SEAL

         The corporate seal shall be in such form as the Board of Directors
shall prescribe. The corporate seal on any corporate bond or other obligation
for the payment of money may be a facsimile.


                                    ARTICLE X

                                   FISCAL YEAR

                    The fiscal year of the Corporation shall be such fiscal year
as the Board of Directors may from time to time fix.

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<PAGE>

                                   ARTICLE XI

                     VOTING OF SHARES IN OTHER CORPORATIONS

         Shares in other corporations which are held by the Corporation may be
voted by the President or a Vice President of the Corporation, or by a proxy or
proxies appointed by one of them, provided, however, that the Board of Directors
may in its discretion appoint some other person to vote such shares.


                                   ARTICLE XII

                              AMENDMENT OF BY-LAWS

         In addition to the right of shareholders to adopt, amend, alter,
change, add to or repeal these Bylaws, the Board of Directors may also adopt,
amend, alter, change, add to or repeal these Bylaws, except that the Board of
Directors shall have no power to change the quorum for meeting of shareholders
or of the Board of Directors, or to change any provisions of the Bylaws with
respect to removal of directors or the filling of vacancies in the Board
resulting from the removal by the shareholders. No amendment of the Bylaws
pertaining to the election of directors or the procedures for the calling and
conduct of a meeting of shareholders shall affect the election of directors or
the procedures for the calling or conduct in respect of any meeting of
shareholders unless adequate notice thereof is given to the shareholders in a
manner reasonably calculated to provide shareholders with sufficient time to
respond thereto prior to such meeting.


                                      -13-