AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                           COPLEY PHARMACEUTICAL, INC.




                                                          Adopted April 9, 1992


<PAGE>




                                     BY-LAWS

                                TABLE OF CONTENTS

                                                                           Page

ARTICLE 1 - Stockholders                                                   1

      Section 1.1           Place of Meetings                              1
      Section 1.2           Annual Meeting                                 1
      Section 1.3           Special Meetings                               1
      Section 1.4           Notice of Meetings                             1
      Section 1.5           Voting List                                    2
      Section 1.6           Quorum                                         2
      Section 1.7           Adjournments                                   2
      Section 1.8           Voting and Proxies                             2
      Section 1.9           Action at Meeting                              3
      Section 1.10          Introduction of Business at Meeting            3
      Section 1.11          Action without Meeting                         4

ARTICLE 2 - Directors                                                      4

      Section 2.1           General Powers                                 4
      Section 2.2           Number; Election and Qualification             4
      Section 2.3           Classes of Directors                           5
      Section 2.4           Terms in Office                                5
      Section 2.5           Allocation of Directors Among
                              Classes in the Event of Increases
                              or Decreases in the Number of
                              Directors                                    5
      Section 2.6           Tenure                                         6
      Section 2.7           Vacancies                                      6
      Section 2.8           Resignation                                    6
      Section 2.9           Regular Meetings                               6
      Section 2.10          Special Meetings                               6
      Section 2.11          Notice of Special Meetings                     6
      Section 2.12          Meetings by Telephone Conference Calls         7
      Section 2.13          Quorum                                         7
      Section 2.14          Action at Meeting                              7
      Section 2.15          Action by Consent                              7
      Section 2.16          Removal                                        7
      Section 2.17          Committees                                     7
      Section 2.18          Compensation of Directors                      8
      Section 2.19          Amendments to Article                          8

ARTICLE 3 - Officers                                                       8

      Section 3.1           Enumeration                                    8
      Section 3.2           Election                                       8
      Section 3.3           Qualification                                  9


<PAGE>


                                                                           Page

      Section 3.4           Tenure                                         9
      Section 3.5           Resignation and Removal                        9
      Section 3.6           Vacancies                                      9
      Section 3.7           Chairperson of the Board and Vice-
                              Chairperson of the Board                     9
      Section 3.8           Chief Executive Officer                        10
      Section 3.9           President                                      10
      Section 3.10          Vice Presidents                                10
      Section 3.11          Secretary and Assistant Secretaries            10
      Section 3.12          Treasurer and Assistant Treasurers             11
      Section 3.13          Salaries                                       11

ARTICLE 4 - Capital Stock                                                  11

      Section 4.1           Issuance of Stock                              11
      Section 4.2           Certificates of Stock                          12
      Section 4.3           Transfers                                      12
      Section 4.4           Lost, Stolen or Destroyed
                              Certificates                                 12
      Section 4.5           Record Date                                    12

ARTICLE 5 - General Provisions                                             13

      Section 5.1           Fiscal Year                                    13
      Section 5.2           Corporate Seal                                 13
      Section 5.3           Waiver of Notice                               13
      Section 5.4           Voting of Securities                           13
      Section 5.5           Evidence of Authority                          13
      Section 5.6           Certificate of Incorporation                   14
      Section 5.7           Transactions with Interested Parties           14
      Section 5.8           Severability                                   14
      Section 5.9           Pronouns                                       14

ARTICLE 6 - Amendments                                                     15

      Section 6.1           By the Board of Directors                      15
      Section 6.2           By the Stockholders                            15




<PAGE>



                              AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                           COPLEY PHARMACEUTICAL, INC.


                            ARTICLE 1 - Stockholders

      1.1 Place of Meetings.  All meetings of stockholders shall be held at such
place within or without the State of Delaware as may be designated  from time to
time by the Board of Directors or the President or, if not so designated, at the
registered office of the corporation.

      1.2 Annual Meeting. The annual meeting of stockholders for the election of
directors  and for the  transaction  of such other  business as may  properly be
brought  before the meeting  shall be held on a date to be fixed by the Board of
Directors or the President (which date shall not be a legal holiday in the place
where the  meeting is to be held) at the time and place to be fixed by the Board
of Directors  or the  President  and stated in the notice of the meeting.  If no
annual meeting is held in accordance with the foregoing provisions, the Board of
Directors  shall cause the meeting to be held as soon  thereafter as convenient.
If no annual  meeting is held in  accordance  with the foregoing  provisions,  a
special meeting may be held in lieu of the annual meeting,  and any action taken
at that  special  meeting  shall have the same effect as if it had been taken at
the annual  meeting,  and in such case all  references  in these  By-Laws to the
annual  meeting  of the  stockholders  shall be deemed to refer to such  special
meeting.

      1.3 Special  Meetings.  Special  meetings of stockholders may be called at
any  time by the  Chairperson  of the  Board,  Chief  Executive  Officer  or the
President.  Business  transacted at any special meeting of stockholders shall be
limited to matters  relating to the purpose or purposes  stated in the notice of
meeting.

      1.4 Notice of  Meetings.  Except as  otherwise  provided  by law,  written
notice of each  meeting of  stockholders,  whether  annual or special,  shall be
given not less than 10 nor more than 60 days  before the date of the  meeting to
each stockholder  entitled to vote at such meeting.  The notices of all meetings
shall  state the place,  date and hour of the  meeting.  The notice of a special
meeting shall state, in addition,  the purpose or purposes for which the meeting
is called. If mailed,  notice is given when deposited in the United States mail,
postage prepaid, directed to the stockholder at his or her address as it appears
on the records of the corporation.

      1.5 Voting  List.  The officer  who has charge of the stock  ledger of the
corporation   shall   prepare,   at  least  10  days  before  every  meeting  of
stockholders,  a  complete  list  of the  stockholders  entitled  to vote at the
meeting,  arranged  in  alphabetical  order,  and  showing  the  address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any  stockholder,  for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
10 days prior to the meeting, at a place within the city where the meeting is to
be held.  The list shall also be produced  and kept at the time and place of the
meeting  during  the whole  time of the  meeting,  and may be  inspected  by any
stockholder who is present.

      1.6 Quorum.  Except as  otherwise  provided  by law,  the  Certificate  of
Incorporation  or these By-Laws,  the holders of a majority of the shares of the
capital stock of the corporation  issued and outstanding and entitled to vote at
the  meeting,  present in person or  represented  by proxy,  shall  constitute a
quorum for the transaction of business.

      1.7  Adjournments.  Any meeting of  stockholders  may be  adjourned to any
other time and to any other place at which a meeting of stockholders may be held
under these By-Laws by the  stockholders  present or  represented at the meeting
and entitled to vote,  although  less than a quorum,  or, if no  stockholder  is
present,  by any officer  entitled to preside at or to act as  Secretary of such
meeting.  It shall not be necessary to notify any stockholder of any adjournment
of less  than 30 days  if the  time  and  place  of the  adjourned  meeting  are
announced  at the  meeting  at which  adjournment  is  taken,  unless  after the
adjournment  a new  record  date is  fixed  for the  adjourned  meeting.  At the
adjourned  meeting,  the  corporation may transact any business which might have
been transacted at the original meeting.

      1.8  Voting and  Proxies.  Each  stockholder  shall have one vote for each
share of  stock  entitled  to vote  held of  record  by such  stockholder  and a
proportionate  vote for each fractional share so held, unless otherwise provided
in the Certificate of Incorporation. Each stockholder of record entitled to vote
at a meeting  of  stockholders,  or to express  consent or dissent to  corporate
action in writing without a meeting, may vote or express such consent or dissent
in person or may authorize  another  person or persons to vote or act for him or
her by written proxy executed by the stockholder or his or her authorized  agent
and delivered to the Secretary of the corporation.  No such proxy shall be voted
or acted upon after three years from the date of its execution, unless the proxy
expressly provides for a longer period.

      1.9  Action at  Meeting.  When a quorum is  present  at any  meeting,  the
holders of a majority of the stock present or represented and voting on a matter
(or if there  are two or more  classes  of stock  entitled  to vote as  separate
classes,  then in the case of each such class,  the holders of a majority of the
stock of that class present or represented  and voting on a matter) shall decide
any matter to be voted upon by the  stockholders at such meeting,  except when a
different  vote is required by express  provision  of law,  the  Certificate  of
Incorporation or these By-Laws. Any election by stockholders shall be determined
by a  plurality  of the votes cast by the  stockholders  entitled to vote at the
election.

      1.10 Introduction of Business at Meetings. Except as otherwise provided by
law, at any annual or special meeting of  stockholders  only such business shall
be conducted as shall have been properly brought before the meeting. In order to
be properly brought before the meeting,  such business must have been either (A)
specified in the written notice of the meeting (or any supplement thereto) given
to  stockholders  of record on the  record  date for such  meeting  by or at the
direction  of the Board of  Directors,  (B)  brought  before the  meeting at the
direction  of the Board of  Directors  or the  chairman  of the  meeting  or (C)
specified in a written  notice given by or on behalf of a stockholder  of record
on the  record  date  for  such  meeting  entitled  to  vote  thereat  or a duly
authorized proxy for such  stockholder,  in accordance with all of the following
requirements.  A notice  referred  to in clause  (C)  hereof  must be  delivered
personally to or mailed to and received at the principal executive office of the
corporation, addressed to the attention of the Secretary, not more than ten (10)
days after the date of the initial notice  referred to in Clause (A) hereof,  in
the case of business to be brought before a special meeting of stockholders, and
not less than  thirty  (30)  days  prior to the  first  anniversary  date of the
initial  notice  referred to in clause (A) hereof to the previous  year's annual
meeting,  in the case of  business  to be  brought  before an annual  meeting of
stockholders,  provided,  however,  that such notice shall not be required to be
given more than sixty (60) days prior to an annual meeting of stockholders. Such
notice  referred to in clause (C) hereof shall set forth (i) a full  description
of each such item of business  proposed to be brought  before the meeting,  (ii)
the name and address of the person  proposing to bring such business  before the
meeting,  (iii) the class and number of shares held of record, held beneficially
and  represented  by proxy by such  person as of the record date for the meeting
(if such  date  has been  made  publicly  available)  and as of the date of such
notice,  (iv) if any item of such business  involves a nomination  for director,
all  information  regarding  each such  nominee that would be required to be set
forth  in a  definitive  proxy  statement  filed  with the  Securities  Exchange
Commission  pursuant to Section 14 of the  Securities  Exchange Act of 1934,  as
amended, or any successor thereto,  and the written consent of each such nominee
to serve if elected,  and (v) all other information that would be required to be
filed with the  Securities  and  Exchange  Commission  if,  with  respect to the
business  proposed to be brought before the meeting,  the person  proposing such
business  was a  participant  in a  solicitation  subject  to  Section 14 of the
Securities  Exchange  Act of 1934,  as amended,  or any  successor  thereto.  No
business shall be brought before any meeting of  stockholders of the Corporation
otherwise than as provided in this paragraph.

      Notwithstanding the foregoing provisions,  the Board of Directors shall be
obligated  to include  information  as to any nominee for  director in any proxy
statement or other communication sent to stockholders.

      The  chairperson of the meeting may, if the facts  warrant,  determine and
declare to the meeting that any proposed item of business was not brought before
the meeting in accordance with the foregoing  procedure and, if he or she should
so determine,  he or she shall so declare to the meeting and the defective  item
of business shall be disregarded.

      1.11 Action without  Meeting.  After the consummation of an initial public
offering by the  corporation,  the  Stockholders of the corporation may not take
any action by written  consent in lieu of a meeting.  Notwithstanding  any other
provision  of law,  the  Certificate  of  Incorporation  or these  By-laws,  and
notwithstanding  the fact that a lesser  percentage may be specified by law, the
affirmative  vote of the holders of at least  seventy-five  percent (75%) of the
votes  which  all the  stockholders  would  be  entitled  to cast at any  annual
election  of  directors  or class of  directors  shall be  required  to amend or
repeal, or to adopt any provision inconsistent with, this Section 1.11.


                              ARTICLE 2 - Directors

      2.1 General Powers.  The business and affairs of the corporation  shall be
managed by or under the direction of a Board of Directors,  who may exercise all
of the powers of the  corporation  except as  otherwise  provided  by law or the
Certificate  of  Incorporation.  In the  event  of a  vacancy  in the  Board  of
Directors,  the remaining directors,  except as otherwise provided by law or the
Certificate  of  Incorporation,  may  exercise  the  powers of the full Board of
Directors until the vacancy is filled.

      2.2 Number;  Election and  Qualification.  The number of  directors  which
shall  constitute the whole Board of Directors shall be determined by resolution
of the Board of Directors,  but in no event shall be less than three. The number
of directors may be decreased at any time and from time to time by a majority of
the directors then in office, but only to eliminate vacancies existing by reason
of the  death,  resignation,  removal or  expiration  of the term of one or more
directors.  The directors shall be elected at the annual meeting of stockholders
by such stockholders as have the right to vote on such election.  Directors need
not be stockholders of the corporation.

      2.3 Classes of Directors.  The Board of Directors  shall be and is divided
into three  classes:  Class I, Class II and Class III.  No one class  shall have
more than one director more than any other class.  If a fraction is contained in
the quotient arrived at by dividing the authorized number of directors by three,
then if such  fraction is  one-third,  the extra  director  shall be a member of
Class I and, if such fraction is two-thirds, one of the extra directors shall be
a member of Class I and the other extra  director shall be a member of Class II,
unless  otherwise  provided  for from time to time by  resolution  adopted  by a
majority of the Board of Directors.

      2.4 Terms in Office.  Each  director  shall serve for a term ending on the
date of the third  annual  meeting  following  the annual  meeting at which such
director was elected;  provided,  however, that each initial director in Class I
shall serve for a term ending on the date of the annual  meeting next  following
the end of the  Corporation's  fiscal year ending January 31, 1995; each initial
director  in Class II shall  serve for a term  ending on the date of the  annual
meeting next following the end of the  Corporation's  fiscal year ending January
31, 1994;  and each initial  director in Class III shall serve for a term ending
on the date of the annual  meeting next  following the end of the  Corporation's
fiscal year ending January 31, 1993.

      2.5  Allocation  of Directors  Among  Classes in the Event of Increases or
Decreases in the Number of  Directors.  In the event of any increase or decrease
in the  authorized  number of directors,  (i) each director then serving as such
shall  nevertheless  continue  as  director of the class of which he or she is a
member  until  the  expiration  of his or her  current  term or his or her prior
death,  retirement  or  resignation  and (ii) the newly  created  or  eliminated
directorships  resulting  from such increase or decrease shall be apportioned by
the Board of Directors among the three classes of directors so as to ensure that
no one class has more than one director more than any other class. To the extent
possible,  consistent with the foregoing  rule, any newly created  directorships
shall be added to those  classes  whose  terms of  office  are to  expire at the
latest dates following such allocation,  and any newly eliminated  directorships
shall be  subtracted  from those  classes whose terms of office are to expire at
the earliest dates following such allocation, unless otherwise provided for from
time to time by  resolution  adopted  by a  majority  of the  directors  then in
office, although less than a quorum.

      2.6 Tenure.  Notwithstanding  any  provisions  to the  contrary  contained
herein,  each  director  shall hold office until his or her successor is elected
and qualified, or until his or her earlier death, resignation or removal.

      2.7 Vacancies. Unless and until filled by the stockholders, any vacancy in
the Board of Directors, however occurring, including a vacancy resulting from an
enlargement  of the Board,  may be filled by vote of a majority of the directors
then in office,  although less than a quorum, or by a sole remaining director. A
director  elected to fill a vacancy shall be elected for the  unexpired  term of
his or her  predecessor  in  office,  and a  director  chosen to fill a position
resulting  from an increase in the number of  directors  shall hold office until
the next  annual  meeting  of  stockholders  and until his or her  successor  is
elected  and  qualified,  or until  his or her  earlier  death,  resignation  or
removal.

      2.8 Resignation.  Any director may resign by delivering his or her written
resignation to the  corporation  at its principal  office or to the President or
Secretary.  Such  resignation  shall be  effective  upon  receipt  unless  it is
specified to be effective at some other time or upon the happening of some other
event.

      2.9 Regular  Meetings.  Regular  meetings of the Board of Directors may be
held without  notice at such time and place,  either within or without the State
of Delaware, as shall be determined from time to time by the Board of Directors;
provided that any director who is absent when such a determination is made shall
be  given  notice  of the  determination.  A  regular  meeting  of the  Board of
Directors may be held without notice  immediately after and at the same place as
the annual meeting of stockholders.

      2.10 Special  Meetings.  Special meetings of the Board of Directors may be
held at any time and place, within or without the State of Delaware,  designated
in a call by the Chairperson of the Board,  President,  Chief Executive Officer,
two or more  directors,  or by one  director  in the event  that there is only a
single director in office.

      2.11  Notice  of  Special  Meetings.  Notice  of any  special  meeting  of
directors  shall be given to each director by the Secretary or by the officer or
one of the  directors  calling the  meeting.  Notice shall be duly given to each
director  (i) by giving  notice to such  director in person or by  telephone  at
least 48 hours in advance of the  meeting,  (ii) by sending a telegram or telex,
or delivering  written notice by hand, to his or her last known business or home
address at least 48 hours in advance of the meeting, or (iii) by mailing written
notice to his or her last known  business  or home  address at least 72 hours in
advance of the  meeting.  A notice or waiver of notice of a meeting of the Board
of Directors need not specify the purposes of the meeting.

      2.12 Meetings by Telephone  Conference Calls.  Directors or any members of
any committee  designated by the directors may  participate  in a meeting of the
Board of Directors or such committee by means of conference telephone or similar
communications  equipment  by means of which all  persons  participating  in the
meeting can hear each other,  and  participation  by such means shall constitute
presence in person at such meeting.

      2.13  Quorum.  A  majority  of the  total  number  of the  whole  Board of
Directors  shall  constitute a quorum at all meetings of the Board of Directors.
In the event one or more of the directors  shall be  disqualified to vote at any
meeting, then the required quorum shall be reduced by one for each such director
so disqualified;  provided,  however,  that in no case shall less than one-third
(1/3) of the number so fixed constitute a quorum.  In the absence of a quorum at
any such meeting,  a majority of the  directors  present may adjourn the meeting
from time to time without further notice other than announcement at the meeting,
until a quorum shall be present.

      2.14 Action at Meeting.  At any meeting of the Board of Directors at which
a quorum is present, the vote of a majority of those present shall be sufficient
to take any action, unless a different vote is specified by law, the Certificate
of Incorporation or these By-Laws.

      2.15 Action by Consent.  Any action  required or  permitted to be taken at
any  meeting  of the  Board of  Directors  or of any  committee  of the Board of
Directors  may be taken  without  a  meeting,  if all  members  of the  Board of
Directors or  committee,  as the case may be,  consent to the action in writing,
and the written  consents are filed with the minutes of proceedings of the Board
of Directors of committee.

      2.16  Removal.  Any one or more or all of the  directors  may be  removed,
without  cause,  by the holders of at least  seventy-five  percent  (75%) of the
shares then  entitled to vote at an election of  directors.  Any director or the
entire  board of  directors  may be  removed,  with  cause,  by the holders of a
majority of the shares then entitled to vote at an election of directors, unless
otherwise specified by law or the certificate of incorporation.

      2.17  Committees.  The Board of Directors  may, by resolution  passed by a
majority of the whole Board, designate one or more committees, each committee to
consist  of one or  more of the  directors  of the  corporation.  The  Board  of
Directors  may  designate  one or more  directors  as  alternate  members of any
committee,  who may replace any absent or disqualified  member at any meeting of
the committee.  In the absence or  disqualification  of a member of a committee,
the  member  or  members  of the  committee  present  at  any  meeting  and  not
disqualified from voting,  whether or not he or she or they constitute a quorum,
may  unanimously  appoint another member of the Board of Directors to act at the
meeting  in the  place of any  such  absent  or  disqualified  member.  Any such
committee,  to the extent  provided in the  resolution of the Board of Directors
and subject to the  provisions  of the General  Corporation  Law of the State of
Delaware,  shall have and may exercise all the powers and authority of the Board
of Directors in the  management  of the business and affairs of the  corporation
and may authorize the seal of the  corporation to be affixed to all papers which
may require it. Each such committee  shall keep minutes and make such reports as
the Board of  Directors  may from time to time  request.  Except as the Board of
Directors may otherwise determine,  any committee may make rules for the conduct
of its  business,  but unless  otherwise  provided by the  directors  or in such
rules,  its business shall be conducted as nearly as possible in the same manner
as is provided in these By-Laws for the Board of Directors.

      2.18  Compensation of Directors.  Directors may be paid such  compensation
for their services and such reimbursement for expenses of attendance at meetings
as the Board of Directors may from time to time determine. No such payment shall
preclude  any  director  from  serving the  corporation  or any of its parent or
subsidiary  corporations  in any other capacity and receiving  compensation  for
such service.

      2.19 Amendments to Article.  Notwithstanding  any other provisions of law,
the Certificate of Incorporation or these By-Laws,  and notwithstanding the fact
that a lesser  percentage may be specified by law, the  affirmative  vote of the
holders  of a least  seventy-five  percent  (75%)  of the  votes  which  all the
stockholders  would be entitled to cast at any annual  election of  directors or
class of  directors  shall be  required  to amend  or  repeal,  or to adopt  any
provision inconsistent with, this Article 2.


                              ARTICLE 3 - Officers


      3.1 Enumeration.  The officers of the corporation shall consist of a Chief
Executive Officer, a President, a Secretary, a Treasurer and such other officers
with such other titles as the Board of Directors  shall  determine,  including a
Chairperson of the Board, a Vice-Chairperson  of the Board, and one or more Vice
Presidents,  Assistant  Treasurers  and  Assistant  Secretaries.  The  Board  of
Directors may appoint such other officers as it may deem appropriate.

      3.2  Election.  The Chief  Executive  Officer,  President,  Treasurer  and
Secretary  shall be  elected  annually  by the Board of  Directors  at its first
meeting  following the annual  meeting of  stockholders.  Other  officers may be
appointed by the Board of Directors at such meeting or at any other meeting.

      3.3  Qualification.  No  officer  need be a  stockholder.  Any two or more
offices may be held by the same person.

      3.4 Tenure.  Except as otherwise  provided by law, by the  Certificate  of
Incorporation  or by these By-Laws,  each officer shall hold office until his or
her successor is elected and qualified,  unless a different term is specified in
the vote choosing or appointing  him or her, or until his or her earlier  death,
resignation or removal.

      3.5 Resignation  and Removal.  Any officer may resign by delivering his or
her written  resignation to the  corporation  at its principal  office or to the
President or Secretary.  Such resignation shall be effective upon receipt unless
it is specified to be effective at some other time or upon the happening of some
other event.

      Any officer may be removed at any time,  with or without cause, by vote of
a majority of the entire number of directors then in office.

      Except as the Board of Directors may otherwise  determine,  no officer who
resigns or is removed shall have any right to any compensation as an officer for
any period following his or her resignation or removal,  or any right to damages
on account of such removal,  whether his or her  compensation be by the month or
by the year or otherwise,  unless such  compensation is expressly  provided in a
duly authorized written agreement with the corporation.

      3.6  Vacancies.  The Board of Directors may fill any vacancy  occurring in
any office for any reason and may, in its  discretion,  leave  unfilled for such
period as it may determine any offices other than those of President,  Treasurer
and Secretary.  Each such successor  shall hold office for the unexpired term of
his or her  predecessor and until his or her successor is elected and qualified,
or until his or her earlier death, resignation or removal.

      3.7 Chairperson of the Board and  Vice-Chairperson of the Board. The Board
of  Directors  may  appoint a  Chairperson  of the Board and may  designate  the
Chairperson of the Board as Chief Executive  Officer.  If the Board of Directors
appoints a  Chairperson  of the Board,  he or she shall  perform such duties and
possess such powers as are assigned to him or her by the Board of Directors.  If
the Board of  Directors  appoints a  Vice-Chairperson  of the  Board,  he or she
shall, in the absence or disability of the Chairperson of the Board, perform the
duties and exercise the powers of the Chairperson of the Board and shall perform
such other  duties  and  possess  such other  powers as may from time to time be
vested in him or her by the Board of Directors.

      3.8 Chief Executive Officer. The Chief Executive Officer shall, subject to
the direction of the Board of Directors,  have general charge and supervision of
the  business  of the  corporation.  Unless  otherwise  provided by the Board of
Directors, he or she shall preside at all meetings of the stockholders,  and, if
he or she is a director,  at all meetings of the Board of  Directors.  The Chief
Executive  Officer  shall  perform  such other  duties and shall have such other
powers as the Board of Directors may from time to time prescribe.

      3.9  President.  The President  shall perform such duties and possess such
powers as the Board of Directors or the Chief Executive Officer may from time to
time prescribe. In the event of the absence,  inability or refusal to act of the
Chief  Executive  Officer,  the President  shall perform the duties of the Chief
Executive  Officer  and when so  performing  shall have all the powers of and be
subject to all the restrictions upon the Chief Executive Officer.

      3.10 Vice  Presidents.  Any Vice  President  shall perform such duties and
possess such powers as the Board of Directors or the Chief Executive Officer may
from time to time prescribe.  In the event of the absence,  inability or refusal
to act of the President, the Vice President (or if there shall be more than one,
the Vice  Presidents in the order  determined  by the Board of Directors)  shall
perform the duties of the President  and when so  performing  shall have all the
powers of and be subject to all the restrictions  upon the President.  The Board
of  Directors  may  assign to any Vice  President  the title of  Executive  Vice
President,  Senior Vice  President  or any other title  selected by the Board of
Directors.

      3.11 Secretary and Assistant Secretaries. The Secretary shall perform such
duties  and shall  have  such  powers  as the  Board of  Directors  or the Chief
Executive  Officer may from time to time prescribe.  In addition,  the Secretary
shall  perform such duties and have such powers as are incident to the office of
secretary,  including  without  limitation the duty and power to give notices of
all meetings of stockholders and special meetings of the Board of Directors,  to
attend all meetings of stockholders and the Board of Directors and keep a record
of the proceedings, to maintain a stock ledger and prepare lists of stockholders
and their  addresses as required,  to be custodian of corporate  records and the
corporate seal and to affix and attest to the same on documents.

      Any Assistant  Secretary shall perform such duties and possess such powers
as the Board of Directors,  the President or the Secretary may from time to time
prescribe.  In the event of the  absence,  inability  or  refusal  to act of the
Secretary,  the  Assistant  Secretary  (or if there shall be more than one,  the
Assistant  Secretaries in the order  determined by the Board of Directors) shall
perform the duties and exercise the powers of the Secretary.

      In the absence of the Secretary or any Assistant  Secretary at any meeting
of  stockholders  or  directors,  the  person  presiding  at the  meeting  shall
designate a temporary secretary to keep a record of the meeting.

      3.12 Treasurer and Assistant Treasurers.  The Treasurer shall perform such
duties and shall have such powers as may from time to time be assigned to him or
her by the Board of Directors or the Chief Executive Officer.  In addition,  the
Treasurer  shall perform such duties and have such powers as are incident to the
office of treasurer, including without limitation the duty and power to keep and
be responsible for all funds and securities of the corporation, to deposit funds
of the corporation in depositories selected in accordance with these By-Laws, to
disburse  such  funds as  ordered  by the  Board of  Directors,  to make  proper
accounts  for such funds,  and to render as  required by the Board of  Directors
statements  of all  such  transactions  and of the  financial  condition  of the
corporation.

      The Assistant Treasurers shall perform such duties and possess such powers
as the Board of Directors, the Chief Executive Officer or the Treasurer may from
time to time prescribe. In the event of the absence, inability or refusal to act
of the Treasurer,  the Assistant  Treasurer (or if there shall be more than one,
the  Assistant  Treasurers  in the order  determined  by the Board of Directors)
shall perform the duties and exercise the powers of the Treasurer.

      3.13  Salaries.  Officers  of the  corporation  shall be  entitled to such
salaries,  compensation or  reimbursement as shall be fixed or allowed from time
to time by the Board of Directors.


                            ARTICLE 4 - Capital Stock

      4.1 Issuance of Stock.  Unless  otherwise  voted by the  stockholders  and
subject to the provisions of the Certificate of Incorporation,  the whole or any
part of any unissued balance of the authorized  capital stock of the corporation
or the whole or any part of any unissued balance of the authorized capital stock
of the  corporation  held in its treasury may be issued,  sold,  transferred  or
otherwise disposed of by vote of the Board of Directors in such manner, for such
consideration and on such terms as the Board of Directors may determine.

      4.2 Certificates of Stock.  Every holder of stock of the corporation shall
be entitled to have a certificate,  in such form as may be prescribed by law and
by the Board of  Directors,  certifying  the number and class of shares owned by
him or her in the corporation.  Each such certificate  shall be signed by, or in
the name of the corporation by, the Chairperson or Vice-Chairperson,  if any, of
the Board of Directors, or the President or a Vice President,  and the Treasurer
or an Assistant  Treasurer,  or the  Secretary or an Assistant  Secretary of the
corporation. Any or all of the signatures on the certificate may be a facsimile.

      Each  certificate for shares of stock which are subject to any restriction
on  transfer  pursuant  to  the  Certificate  of  Incorporation,   the  By-Laws,
applicable  securities laws or any agreement among any number of shareholders or
among such holders and the  corporation  shall have  conspicuously  noted on the
face or back of the  certificate  either the full text of the  restriction  or a
statement of the existence of such restriction.

      4.3 Transfers.  Except as otherwise  established by rules and  regulations
adopted by the Board of  Directors,  and subject to  applicable  law,  shares of
stock may be transferred on the books of the corporation by the surrender to the
corporation or its transfer agent of the  certificate  representing  such shares
properly  endorsed or accompanied  by a written  assignment or power of attorney
properly  executed,  and with such proof of  authority  or the  authenticity  of
signature as the  corporation  or its  transfer  agent may  reasonably  require.
Except as may be otherwise  required by law, by the Certificate of Incorporation
or by these  By-Laws,  the  corporation  shall be  entitled  to treat the record
holder  of  stock  as shown on its  books  as the  owner of such  stock  for all
purposes,  including the payment of dividends and the right to vote with respect
to such stock,  regardless of any transfer,  pledge or other disposition of such
stock until the shares have been  transferred on the books of the corporation in
accordance with the requirements of these By-Laws.

      4.4 Lost,  Stolen or Destroyed  Certificates.  The corporation may issue a
new certificate of stock in place of any previously issued  certificate  alleged
to have been lost,  stolen, or destroyed,  upon such terms and conditions as the
President may prescribe,  including the  presentation of reasonable  evidence of
such loss, theft or destruction and the giving of such indemnityas the President
may require for the  protection  of the  corporation  or any  transfer  agent or
registrar.

      4.5 Record  Date.  The Board of  Directors  may fix in advance a date as a
record date for the  determination of the stockholders  entitled to notice of or
to vote at any meeting of  stockholders  or to express  consent (or  dissent) to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other  distribution or allotment of any rights in respect of any
change,  conversion or exchange of stock, or for the purpose of any other lawful
action.  Such record date shall not be more than 60 nor less than 10 days before
the date of such  meeting,  nor more than 60 days  prior to any other  action to
which such record date relates.

      If no record date is fixed,  the record date for determining  stockholders
entitled  to notice of or to vote at a meeting of  stockholders  shall be at the
close of  business  on the day before the day on which  notice is given,  or, if
notice is waived,  at the close of  business  on the day before the day on which
the meeting is held. The record date for  determining  stockholders  entitled to
express consent to corporate action in writing without a meeting,  when no prior
action by the Board of  Directors  is  necessary,  shall be the day on which the
first written consent is expressed. The record date for determining stockholders
for any other  purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating to such purpose.

      A determination of stockholders of record entitled to notice of or to vote
at a meeting of  stockholders  shall apply to any  adjournment  of the  meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.


                         ARTICLE 5 - General Provisions

      5.1 Fiscal  Year.  The fiscal  year of the  corporation  shall be fixed by
resolution of the Board of Directors.

      5.2     Corporate Seal.  The corporate seal shall be in such form as shall
be approved by the Board of Directors.

      5.3 Waiver of Notice.  Whenever  any notice  whatsoever  is required to be
given by law, by the Certificate of Incorporation or by these By-Laws,  a waiver
of such notice either in writing signed by the person entitled to such notice or
such  person's duly  authorized  attorney,  or by telegraph,  cable or any other
available method, whether before, at or after the time stated in such waiver, or
the  appearance of such person or persons at such meeting in person or by proxy,
shall be deemed equivalent to such notice.

      5.4 Voting of Securities. Except as the directors may otherwise designate,
the  President  or  Treasurer  may waive  notice of, and act as, or appoint  any
person or persons to act as, proxy or attorney-in-fact for the corporation (with
or  without  power  of   substitution)   at,  any  meeting  of  stockholders  or
shareholders of any other  corporation or organization,  the securities of which
may be held by this corporation.

      5.5 Evidence of Authority. A certificate by the Secretary, or an Assistant
Secretary, or a temporary Secretary, as to any action taken by the stockholders,
directors, a committee or any officer or representative of the corporation shall
as to all  persons  who rely on the  certificate  in good  faith  be  conclusive
evidence of such action.

      5.6 Certificate of  Incorporation.  All references in these By-Laws to the
Certificate  of  Incorporation  shall be deemed to refer to the  Certificate  of
Incorporation of the corporation, as amended and in effect from time to time.

      5.7  Transactions  with  Interested  Parties.  No contract or  transaction
between the corporation and one or more of the directors or officers, or between
the corporation and any other corporation,  partnership,  association,  or other
organization  in which one or more of the directors or officers are directors or
officers,  or have a financial  interest,  shall be void or voidable  solely for
this  reason,  or solely  because  the  director  or  officer  is  present at or
participates  in the meeting of the Board of  Directors  or a  committee  of the
Board of  Directors  which  authorizes  the  contract or  transaction  or solely
because his or her or their votes are counted for such purpose, if:

              (1) The material facts as to his or her  relationship  or interest
      and as to the contract or  transaction  are  disclosed or are known to the
      Board of  Directors or the  committee,  and the Board or committee in good
      faith  authorizes the contract or transaction by the affirmative vote of a
      majority of the  disinterested  directors,  even though the  disinterested
      directors be less than a quorum;

              (2) The material facts as to his or her  relationship  or interest
      and as to the contract or  transaction  are  disclosed or are known to the
      stockholders  entitled to vote thereon, and the contract or transaction is
      specifically approved in good faith by vote of the stockholders; or

              (3) The contract or transaction  is fair as to the  corporation as
      of the  time it is  authorized,  approved  or  ratified,  by the  Board of
      Directors, a committee of the Board of Directors, or the stockholders.

      Common or interested  directors may be counted in determining the presence
of a quorum  at a meeting  of the Board of  Directors  or of a  committee  which
authorizes the contract or transaction.

      5.8 Severability. Any determination that any provision of these By-Laws is
for any  reason  inapplicable,  illegal  or  ineffective  shall  not  affect  or
invalidate any other provision of these By-Laws.

      5.9 Pronouns.  All pronouns used in these By-Laws shall be deemed to refer
to the masculine, feminine or neuter, singular or plural, as the identity of the
persons or persons may require.


                             ARTICLE 6 - Amendments

      6.1 By the Board of  Directors.  Except as is otherwise set forth in these
By-Laws, these By-Laws may be altered, amended or repealed or new by-laws may be
adopted by the  affirmative  vote of a majority of the directors  present at any
regular  or  special  meeting  of the  Board of  Directors  at which a quorum is
present.

      6.2 By the  Stockholders.  Except as otherwise set forth in these By-Laws,
these By-Laws may be altered,  amended or repealed or new by-laws may be adopted
by the  affirmative  vote of the  holders  of a  majority  of the  shares of the
capital stock of the corporation  issued and outstanding and entitled to vote at
any regular meeting of stockholders,  or at any special meeting of stockholders,
provided notice of such alteration, amendment, repeal or adoption of new by-laws
shall have been stated in the notice of such special meeting.