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                                                                Exhibit 3.2


                           FIRST AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                         SENTEX SENSING TECHNOLOGY, INC.



     Section 1. ANNUAL MEETING. The annual meeting of shareholders shall be held
at 10 a.m. on the first Thursday of March of each year upon not less than ten
nor more than sixty days' written notice of the time, place and purposes of the
meeting at the principal office of the corporation, or such other time and place
as shall be specified in the notice of meeting in order to elect directors of
the corporation and transact such other business as shall come before the
meeting. If that date is a legal holiday, the meeting shall be held at the same
hour an the next succeeding business day.

     Section 2. SPECIAL MEETINGS OF SHAREHOLDERS. Special meetings of
shareholders may he called for any purpose or purposes, by the president or by
the board or by any member of the board. Special meetings shall be held at the
principal office of the corporation or at such place as shall be specified in
the notice of meeting. Special meetings shall be called upon written notice of,
the time, place and purposes of the meeting given not less than ten nor more
than sixty days prior to the date of the meeting.

     Section 3. WAIVERS OF NOTICE OF SHAREHOLDER MEETINGS; ADJOURNMENTS. Notice
of a meeting of shareholders need not be given to any shareholder who signs a
waiver of such notice, in person or by proxy, whether before or after the
meeting. The attendance of any shareholder at a meeting, in person or by proxy,
without protesting prior to the conclusion of the meeting the lack of notice of
such meeting, shall constitute a waiver of notice by such shareholder. When any
meeting is adjourned to another time or place, it shall not be necessary to give
notice of the adjourned meeting if the time and place to which the meeting is
adjourned are announced at the meeting at which the adjournment is taken and at
the adjourned meeting only such business is transacted as might have been
transacted at the original meeting.

     Section 4. ACTION WITHOUT SHAREHOLDER MEETING. Any action required or
permitted to be taken at a meeting of shareholders may be taken without a
meeting if all the shareholder entitled to vote thereon consent thereto in
writing and such written consents are filed with the minutes of proceedings of
shareholders.

     Section 5. BOARD OF DIRECTORS; GENERAL POWERS. The business and affairs of
the corporation shall be managed by or under the direction of its board of
directors (herein referred to as the "board").


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     Section 6. NUMBER AND TERM OF DIRECTORS; REGULAR MEETINGS. The number of
directors shall be not less than one nor more than 25 as may be determined from
time to time by resolution of the board. The term of office of each director
shall be from the time of election and qualification until the annual meeting of
shareholders next succeeding such election and until a successor shall have been
elected and shall have qualified. A regular meeting of the board for the
election of officers and such other business as may come before the meeting
shall be held within 60 days following the annual meeting of shareholders. The
board may provide by resolution adopted at any meeting of the board for
additional regular meetings which may be held without notice.

     Section 7. SPECIAL MEETINGS OF THE BOARD. Special meetings of the board for
any purpose or purposes may be called at any time by any one of the directors.
Such meetings shall be held upon two days notice given personally or by
telephone or telegraph, or by four days notice given by depositing notice in the
mails, postage prepaid. Such notice shall specify the time and place of the
meeting.

     Section 8. WAIVERS OF NOTICE OF BOARD MEETINGS; ADJOURNMENT. Notice of a
meeting of the board need not be given to any director who signs a waiver of
notice whether before or after the meeting, or who attends the meeting without
protesting the lack of notice prior to the conclusion of the meeting. Neither
the business to be transacted at, nor the purpose of, any meeting of the board
need be specified in the notice or waiver of notice of such meeting. Notice of
an adjourned meeting need not be given if the time and place are fixed at the
meeting adjourning and if the period of adjournment does not exceed ten days in
any one adjournment.

     Section 9. ACTION WITHOUT MEETING. The board or any committee thereof may
act without a meeting if, prior or subsequent to such action, each member of the
board or of each committee shall consent in writing to such action. Such written
consent or consents shall be filed with the minutes of the corporation.

     Section 10. QUORUM OF BOARD OF DIRECTORS. One director shall constitute a
quorum of the board for the transaction of business unless either the board
consists of two directors, in which case two directors shall constitute a
quorum, or the board consists of three or more directors, in which case a
majority of the directors shall constitute a quorum.

     Section 11. VACANCIES IN THE BOARD OF DIRECTORS. Unless otherwise
provided in the Certificate of Incorporation, any vacancy in the board,
including a vacancy caused by an increase in the number of directors, may be
filled by the affirmative vote of a majority of the remaining directors, even
though by less than a quorum of the board, or by a sole remaining director.



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     Section 12. OFFICERS. At its regular meeting following the annual meeting
of shareholders, the board shall elect a chairmen of the board, president, a
treasurer, a secretary, and such other officers as it shall deem necessary. One
person may hold two or more offices but no officer shall execute, acknowledge or
verify any instrument in more than one capacity if such instrument is required
by law or by these by-laws to be executed, acknowledged or verified by two or
more officers. The duties and authority of shall be determined from time to time
by the board. Subject to any such determination, the officers shall have the
following duties and authority:

          (a) The Chairman of the Board shall be the chief executive officer of
the Corporation, and shall preside at all meetings of the shareholders and of
the board and shall, in addition, perform ouch other duties as the board may
determine.

          (b) The president shall have general charge and supervision over and
responsibility for the affairs of the corporation. Unless otherwise directed by
the board, all other officers shall be subject to the authority and the
supervision of the president. The president may enter into and execute in the
name of the corporation contracts or other instruments not in the regular course
of business which are authorized, either generally specifically, by the board.
The president shall have the general powers and duties of management usually
vested in the office of president of a corporation. The president may delegate
from time to time to any other officer, any or all of the foregoing duties and
authority.

          (c) Executive vice presidents, vice presidents, chief operating
officers or chief financial officers, if elected, shall have such duties and
possess such authority as may be delegated to them by the president.

          (d) The treasurer shall have the custody of the funds and securities
of the corporation and shall keep or cause to be kept regular books of account
for the corporation. The treasurer shall perform such other duties and possess
such other authority as are incident to the office or as shall be assigned by
the president or the board.

          (e) Assistant treasurers, if elected, shall have such duties and
possess such authority as may delegated to them by the treasurer.

          (f) The secretary shall cause notices of all meetings to be served as
prescribed in these by-laws and shall keep or cause to be kept the minutes of
all meetings of the shareholders and the board. The secretary shall have charge
of the seal of the corporation and shall perform such other duties and possess
such authority as are incident to the office or as shall be assigned by the
president or the board.



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          (g) Assistant secretaries, if elected, shall have such duties and
possess such authority as may be delegated to them by the secretary.

     Section 13. LOANS TO DIRECTORS, OFFICERS, EMPLOYEES. The corporation may
lend money to, or guarantee any obligation of, or otherwise assist, any officer
or other employee of the corporation whenever the board determines that such
loan, guarantee, or assistance may reasonably be expected to benefit the
corporation.

     Section 14. FORCE AND EFFECT OF BY-LAWS. These by-laws are subject to the
provisions of the New Jersey Business Corporation Act (the "Act") and the
Certificate of Incorporation as they may be amended from time to time. If any
provision in these by-laws is inconsistent with a provision in the Act or the
Certificate of Incorporation, the provision of the Act or the Certificate of
Incorporation shall govern to the extent of such inconsistency.