Exhibit 3.2
                                  By-Laws
                                    of
                           Ionics, Incorporated

                                 ARTICLE I

                         Articles of Organization

    The name and purposes of the Corporation shall be as set forth in the
Articles of Organization. These By-Laws, the powers of the Corporation and
of its directors and stockholders, and all matters concerning the conduct
and regulation of the business of the Corporation shall be subject to such
provisions in regard thereto, if any, as are set forth in the Articles of
Organization, and the Articles of Organization as from time to time amended
are hereby made a part of these By-Laws. All references in these By-Laws to
the Articles of Organization shall be construed to mean the Articles of
Organization of the Corporation as from time to time amended.

                                ARTICLE II

                      Annual Meeting of Stockholders

    There shall be an annual meeting of stockholders within six months
after the end of the fiscal year of the Corporation. The date, hour and
place of the annual meeting of the stockholders shall be fixed by the vote
of the directors, and set forth in the notice thereof. In the event that no
date for the annual meeting is established or said meeting has not been
held on the date so fixed or determined, a special meeting in lieu of the
annual meeting may be held with all of the force and effect of an annual
meeting. Purposes for which an annual meeting is to be held, in addition to
those prescribed by law, by the Articles of Organization and by these
By-Laws, may be specified by the President or by a vote of a majority of
the directors then in office.

    If such annual meeting is not held on the date fixed therefor, a
special meeting of the stockholders may be held in place thereof, and any
business transacted or elections held at such special meeting shall have
the same effect as if transacted or held at the annual meeting and, in such
case, all references in these By-Laws, except in this Article II and in
Article IV, to the annual meeting of the stockholders shall be deemed to
refer to such special meeting. Any such special meeting may be described
and referred to simply as the Annual Meeting of the Stockholders and shall
be called, and the purposes thereof shall be specified in the call, as
provided in Article III.









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                                ARTICLE III

                     Special Meetings of Stockholders

    A special meeting of the stockholders may be called at any time by the
President or by a majority of the directors then in office. Application to
an officer of the Corporation or to a court pursuant to Section 34(b) of
the Business Corporation Law requesting the call of a special meeting of
the stockholders may be made only by stockholders who hold 100% in interest
of the capital stock entitled to vote at the meeting. Such call shall state
the time, place and purposes of the meeting.

                                ARTICLE IV

                      Place of Stockholders' Meetings

    The annual meeting of the stockholders and any special meeting of the
stockholders, by whomever called, shall be held at the principal office of
the Corporation in Massachusetts or elsewhere in the Commonwealth of
Massachusetts, as may be determined by the Board of Directors and stated in
the notice thereof. Any adjourned session of any annual or special meeting
of the stockholders shall be held in the United States at such place as is
designated in the vote of adjournment.

                                 ARTICLE

                     Notice of Stockholders' Meetings

    A written notice of each annual or special meeting of stockholders,
stating the place, the date and hour thereof, and the purpose or purposes
for which the meeting is to be held shall be given at least ten (10) days
before the meeting to each stockholder entitled to vote thereat, and to
each stockholder who, under the Articles of Organization or these By-Laws,
is entitled to such notice, by leaving such notice with him or at his
residence or usual place of business, or by mailing it, postage prepaid,
addressed to such stockholder at his address as it appears in the records
of the Corporation. Such notice shall be given by the Clerk, by an
Assistant Clerk, or by any other officer, or by a person designated either
by the Clerk or by the person or persons calling the Meeting, or by the
Board of Directors. No notice of the time, place or purposes of any annual
or special meeting of the stockholders shall be required to be given to a
stockholder if a written waiver of such notice is executed before or after
the meeting by such stockholder, or his attorney thereunto authorized, and
filed with the records of the meeting.

    No business may be transacted at a meeting of the stockholders except
that (a) specified in the notice thereof given by or at the direction of
the Board of Directors and otherwise in compliance with the provisions
hereof, (b) brought before the meeting by or at the direction of the Board
of Directors or the presiding officer or (c) properly brought before the
meeting by or on behalf of any stockholder who shall have been a
stockholder of record at the time of giving of notice by such stockholder
provided for in this paragraph and who shall continue to be entitled at the
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time of such meeting to vote thereat and who complies with the notice
procedures set forth in this paragraph with respect to any business sought
to be brought before the meeting by or on behalf of such stockholder other
than the election of directors and with the notice provisions set forth in
Article VIII with respect to the election of directors.  In addition to any
other applicable requirements, for business to be properly broughtbefore a
meeting by or on behalf of a stockholder (other than a stockholder proposal
included in the Corporation's proxy statement pursuant to Rule 14a-8 under
the Securities Exchange Act of 1934, as amended (the "Exchange Act")), the
stockholder must have given timely notice thereof in writing to the Clerk
of the Corporation.  In order to be timely given, a stockholder's notice
must be delivered to or mailed and received at the principal executive
offices of the Corporation (a) not less than 80 nor more than 120 days
prior to the anniversary date of the immediately preceding annual meeting
of stockholders of the Corporation, or (b) in the case of a special meeting
or in the event that the annual meeting is called for a date (including any
change in a date determined by the Board pursuant to Article II) more than
60 days prior to such anniversary date, notice by the stockholder to be
timely given must be so received not later than the close of business on
the 20th day following the day on which notice of the date of such meeting
was mailed or public disclosure of the date of such meeting was made,
whichever first occurs.  Such stockholder's notice to the Clerk shall set
forth as to each matter the stockholder proposes to bring before the
meeting (a) a brief description of the business desired to be brought
before the meeting and the reasons for conducting such business at the
meeting, (b) the name and record address of the stockholder proposing such
business, (c) the class and number of shares of capital stock of the
Corporation held of record, owned beneficially and represented by proxy by
such stockholder as of the record date for the meeting (if such date shall
then have been made publicly available) and as of the date of such notice
by the stockholder, and (d) all other information which would be required
to be included in a proxy statement or other filings required to be filed
with the Securities and Exchange Commission if, with respect to any such
itemof business, such stockholder were a participant in a solicitation
subject to Regulation 14A under the Exchange Act (the "Proxy Rules").  In
the event the proposed business to be brought before the meeting by or on
behalf of a stockholder relates or refers to a proposal or transaction
involving the stockholder or a third party which, if it were to have been
consummated at the time of the meeting, would have required of such
stockholder or third party or any of the affiliates of either of them any
priornotification to, filing with, or any orders or other action by, any
governmental authority, then any such notice to the Clerk shall be
accompanied by appropriate evidence of the making of all such notifications
or filings and the issuance of all such orders and the taking of all such
actions by all such governmental authorities.

    Notwithstanding anything in these By-Laws to the contrary, no business
shall be conducted at any meeting except in accordance with the procedures
set forth in this Article V, provided, however, that nothing in this
Article V shall be deemed to preclude discussion by any stockholder of any
business properly brought before such meeting.

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    The presiding officer of the meeting may, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the foregoing procedures, and if he
or she should so determine, he or she shall so declare to the meeting and
that business shall be disregarded.

                                ARTICLE VI

                          Quorum of Stockholders

    At any meeting of the stockholders, a quorum for the election of any
director or officer, or for the consideration of any question, shall
consist of a majority in interest of all stock issued, outstanding and
entitled to vote at such election or upon such question, respectively,
present in person or represented by proxy; except that if two or more
classes of stock are entitled to vote as separate classes upon any
question, then, in the case of each such class, a quorum for the
consideration of such question shall consist of a majority in interest so
present or represented of all stock of that class issued, outstanding and
entitled to vote; and except in any case where a larger quorum is required
by law, by the Articles of Organization or by these By-Laws a quorum shall
consist of the number in interest, so present or represented, as is so
required.  Stock owned by the Corporation, if any, shall not be deemed
outstanding for this purpose.

    When a quorum is present at any meeting, a plurality of the votes
properly cast for any office shall elect to such office, except where a
larger vote is required by law, by the Articles of Organization or by these
By-Laws, and a majority of the votes properly cast upon any other question
(or if two or more classes of stock are entitled to vote as separate
classes upon such question, then, in the case of each such class, a
majority of the votes of such class properly cast upon the question),
except in any case where a larger vote is required by law, by the Articles
of Organization or by these By-Laws, shall decide the matter.

    If a quorum is not present at any meeting, a majority in interest of
the said stockholders present in person or by proxy and entitled to vote
may adjourn such meeting from time to time, without notice other than by
announcement at the meeting, until holders of the amount of stock requisite
to constitute a quorum shall attend. At any such adjourned meeting at which
a quorum shall be present, any business may be transacted which might have
been transacted at the meeting as originally called.

                                ARTICLE VII

                            Proxies and Voting

    Section 1.  Except as may be provided otherwise in the Articles of
Organization with respect to two or more classes or series of stock,
stockholders entitled to vote shall have one vote for each share of stock
entitled to vote owned by them, and a proportionate vote for each
fractional share. No ballot shall be required for any election unless
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requested by a stockholder present or represented at the meeting and
entitled to vote in the election. The Corporation shall not, directly or
indirectly, vote upon any share of its own stock.

    Stockholders entitled to vote may vote either in person or by proxy in
writing dated not more than six months before the meeting named therein,
which proxies shall be filed with the Clerk at the meeting, or any
adjournment thereof before being voted. Such proxies shall entitle the
holders thereof to vote at any adjournment of such meeting, but shall not
be valid after the final adjournment of such meeting.

    Any action required or permitted to be taken by stockholders may be
taken without a meeting if all stockholders entitled to vote on the matter
consent to the action by a writing or writings, filed with the record of
the meetings of stockholders. Such consents shall be treated for all
purposes as a vote at a meeting.

    Only persons who are nominated in accordance with the following
procedures shall be eligible for election as directors, except as may be
otherwise provided in the Corporation's Restated Articles of Organization,
as amended.  Nominations of persons for election to the Board of Directors
at the annual meeting may be made at the annual meeting of stockholders (a)
by the Board of Directors or at the direction of the Board of Directors by
any nominating committee or person appointed by the Board of Directors or
(b) by any stockholder of record at the time of giving of notice provided
for in this Section 2 and who shall continue to be entitled at the time of
the meeting to vote for the election of directors at the meeting who
complies with the notice procedures set forth in this Section 2 rather than
the notice procedures with respect to other business set forth in Article
V.  Nominations by stockholders shall be made only after timely notice by
such stockholder in writing to the Clerk of the Corporation.  In order to
be timely given, a stockholder's notice shall be delivered to or mailed and
received at the principal executive offices of the Corporation not less
than 80 nor more than 120 days prior to the anniversary date of the
immediately preceding annual meeting of stockholders of the Corporation;
provided, however, that in the event that the meeting is called for a date,
including any change in a date determined by the Board pursuant to Article
II, more than 60 days prior to such anniversary date, notice by the
stockholder to be timely given must be so received not later than the close
of business on the 20th day following the day on which notice of the date
of the meeting was mailed or public disclosure of the date of the meeting
was made, whichever first occurs.  Such stockholder's notice to the Clerk
shall set forth (a) as to each person whom the stockholder proposes to
nominate for election or re-election as a director, (i) the name, age,
business address and residence address of the person, (ii) the principal
occupation or employment of the person, (iii) the class and number of
shares of capital stockof the Corporation, if any, which are beneficially
owned by the person, (iv) any other information regarding the nominee as
would be required to be included in a proxy statement or other filings
required to be filed pursuant to the Proxy Rules, and (v) the consent of
each nominee to serve as a director of the Corporation if so elected; and
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(b) as to the stockholder giving the notice, (i) the name and record
address of the stockholder, (ii) the class and number of shares of capital
stock of the Corporation which are beneficially owned by the stockholder as
of the record date for the meeting (if such date shall then have been made
publicly available) and as of the date of such notice, (iii) a
representation that the stockholder intends to appear in person or by proxy
at the meeting to nominate the person or persons specified in the notice,
(iv) a representation that the stockholder (and any party on whose behalf
or in concert with whom such stockholder is acting) is qualified at the
time of giving such notice to have such individual serve as the nominee of
such stockholder (and any party on whose behalf or in concert with whom
such stockholder is acting) if such individual is elected, accompanied by
copies of any notification or filings with, or orders or other actions by,
any governmental authority which are required in order for such stockholder
(and any party on whose behalf such stockholder is acting) to be so
qualified, (v) a description of all arrangements or understandings between
such stockholder and each nominee and any other person or persons (naming
such person or persons) pursuant to which the nomination or nominations are
to be made by such stockholder, and (vi) such other information regarding
such stockholder as would be required to be included in a proxy statement
or other filings required to be filed pursuant to the Proxy Rules.  The
Corporation may require any proposed nominee to furnish such other
information as may reasonably be required by the Corporation to determine
the eligibility of such proposed nominee to serve as director.  No person
shall be eligible for election as a director unless nominated in accordance
with the procedures set forth herein.

    The presiding officer of the meeting may, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the foregoing procedures, and if he or she should so
determine, he or she shall so declare to the meeting and the defective
nomination shall be disregarded.

                               ARTICLE VIII

                            Board of Directors

    A board of not lees than three directors, nor more than fifteen, shall
be elected annually (by ballot if so requested by any stockholder entitled
to vote) at the annual meeting of the stockholders by such stockholders as
have the right to vote at such election. The number of directors for each
corporate year shall be fixed by vote of the directors from time to time.

    At any time during any year, the whole number of directors may be
increased or reduced within the aforesaid limits by the stockholders at a
meeting called for the purpose and, in the case of a reduction, the
particular directorships which shall terminate shall be determined by the
stockholders, in each case by vote of a majority of the stock outstanding
and entitled to vote for the election of directors or, in the case of a
reduction which involves the termination of the directorship of an
incumbent director, by such larger vote, if any, as would be required to
remove such incumbent from office.


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    Each newly created directorship resulting from any increase in the
number of directors may be filled in the manner provided in Article XX.

    No director need be a stockholder except as may be otherwise provided
by law, by the Articles of Organization, or these By-Laws. Each director
shall hold office until the next annual meeting of the stockholders and
until his successor is elected and qualified, or until he sooner dies,
resigns or is removed.

                                ARTICLE IX

                            Powers of Directors

    The business and property of the Corporation shall be managed by, and
be under the control of, the Board of Directors which shall have and may
exercise all the powers of the Corporation except such as are conferred
upon the stockholders or other officers by law, by the Articles of
Organization, or by these By-Laws.

    Except as may be otherwise specifically provided by law or by vote of
the stockholders, the Board of Directors is expressly authorized to issue,
from time to time, all or any portion or portions of the capital stock of
the Corporation of any class, which may have been authorized but not issued
or otherwise reserved for issue, to such person or persons and for such
consideration (but not less than the par value thereof in case of stock
having par value), whether cash, tangible or intangible property, good
will, services or expenses, as they may deem best, without first offering
(for subscription or sale) such authorized but unissued stock to any
present or future stockholders of the Corporation, and generally in their
absolute discretion to determine the terms and manner of any disposition of
such authorized but unissued stock.

                                 ARTICLE X

                          Committees of Directors

    The Board of Directors, by vote of a majority of the directors then in
office, may at any time elect from its own number an executive committee
and/or one or more other committees, to consist of not less than two
members, and may from time to time designate or alter, within the limits
permitted by this Article X, the duties and powers of such committees or
change their membership, and may, at any time, abolish such committees or
any of them. The President shall be an ex officio member of the executive
committee, if any.

    Any committee shall be vested with such powers of the Board of
Directors as the Board may determine in the vote establishing such
committees or in a subsequent vote of a majority of directors then in
office, provided however, that no such committee shall have any power
prohibited by law, the Articles of Organization, or these By-Laws.

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    Each member of a committee shall hold office until the first meeting of
the Board of Directors following the next annual meeting of the
stockholders (or until such other time as the Board of Directors may
determine either in the vote establishing the committee or at the election
of such member) and until his successor is elected and qualified, or until
he sooner dies, resigns, is removed, is replaced by change of membership,
or becomes disqualified by ceasing to be a director, or until the committee
is sooner abolished by the Board of Directors.

    A majority of the members of any committee then in office, but not less
than two, shall constitute a quorum for the transaction of business, but
any meeting may be adjourned from time to time by a majority of the votes
cast upon the question, whether or not a quorum is present, and the meeting
may be held as adjourned without further notice. Each committee may make
its rules not inconsistent herewith for the holding and conduct of its
meetings, but unless otherwise provided in such rules its meetings shall be
held and conducted in the same manner as nearly as may be, as is provided
in these By-Laws for meetings of the Board of Directors. The Board of
Directors shall have power to rescind any vote or resolution of any
committee provided that no rights of third parties shall be impaired by
such rescission.

    Any action required or permitted to be taken at any meeting of a
committee may be taken without a meeting if written consent to the action
in writing by all of the members of the committee is filed with the minutes
of the committee. Such consents shall be treated for all purposes as a vote
at a meeting.

                                ARTICLE XI

                    Meetings of the Board of Directors;
                         Action without a Meeting

    Regular meetings of the Board of Directors may be held without call or
notice at such places and at such times as the Board may from time to time
determine, provided, that reasonable notice of such determination and of
any changes therein is given to each member of the Board then in office. A
regular meeting of the Board of Directors for the purpose of electing
officers and agents may be held without call or notice immediately after
and at the same place as the annual meeting of the stockholders and, if
held upon due call or notice, for such other and further purposes as may be
specified in such call or notice.

    Special meetings of the Board of Directors may be held at any time and
at any place when called by the President, the Treasurer, or two or more
directors, reasonable notice thereof being given to each director by the
Secretary, or if there be no Secretary, by the Clerk, or in the case of
death, absence, incapacity or refusal of the Secretary (or the Clerk, as
the case may be), by the officer or directors calling the meeting. In any
case, it shall be deemed sufficient notice to a director to send noticeby
mail at least forty-eight hours, or by telegram at least twenty-four hours,
before the meeting, addressed to him at his usual or last known business or
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residence address, or to give notice to him in person, either by telephone
or by handing him a written notice at least twenty-four hours before the
meeting.

    Notwithstanding the foregoing, notice of a meeting need not be given to
any director if a written waiver of notice, executed by him before or after
the meeting, is filed with the records of the meeting, or to any director
who attends the meeting without protesting prior thereto, or at its
commencement, the lack of notice to him.

    Any action required or permitted to be taken at any meeting of the
directors may be taken without a meeting if written consent to the action
in writing by all directors is filed with the minutes of the directors.
Such consents shall be treated for all purposes as a vote at a meeting.

                                ARTICLE XII

                            Quorum of Directors

    At any meeting of the Board of Directors, a quorum for any election, or
for the consideration of any question, shall consist of a majority of the
directors then in office, but any meeting may be adjourned from time to
time by a majority of the votes cast upon the question, whether or not a
quorum is present, and the meeting may be held as adjourned without further
notice. When a quorum is present at any meeting, the votes of a majority of
the directors present and voting shall be requisite and sufficient for
election to any office, and a majority of the directors present and voting
shall decide any question brought before such meeting except in any case
where a larger vote is required by law, by the Articles of Organization, or
these By-Laws, or where an additional vote of certain directors then in
office is required under the terms of any outstanding securities of this
Corporation or any agreement, law or regulation to which it is subject.

                               ARTICLE XIII

                            Officers and Agents

    The officers of the Corporation shall be a President, a Treasurer, a
Clerk, and such other officers, which may include a Secretary, a
Controller, one or more Vice Presidents, Assistant Treasurers, Assistant
Clerks or Assistant Controllers, as the Board of Directors may, in its
discretion, appoint. The Corporation may also have such agents, if any, as
the Board of Directors may, in its discretion, appoint. The President need
not be a director. The Clerk shall be a resident of Massachusetts unless
the Corporation has a resident agent appointed for the purpose of serving
process. So far as is permitted by law, any two or more offices may be held
by the same person.

    Subject to law, to the Articles of Organization, and to the other
provisions of these By-Laws, each officer shall have, in addition to the
duties and powers herein set forth, such duties and powers as the Board of
Directors may from time to time designate.

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    The President, Treasurer and the Clerk shall be elected annually by the
Board of Directors at its first meeting following the annual meeting of the
stockholders, by vote of a majority of the full Board of Directors. Such
other offices of the Corporation as may be created in accordance with these
By-Laws may be filled at such meeting by vote of a majority of the
directors then in office.

    Each officer shall (subject to Article XIX of these By-Laws) hold
office until the first meeting of the Board of Directors following the next
annual meeting of the stockholders and until his successor is elected or
appointed and qualified, or until he sooner dies, resigns, is removed, or
becomes disqualified. Each agent shall retain his authority at the pleasure
of the Board of Directors.

    Any officer, employee, or agent of the Corporation may be required, as
and if determined by the Board of Directors, to give bond for the faithful
performance of his duties.

                                ARTICLE XIV

                       President and Vice President


    The President shall be the chief executive officer of the Corporation
and shall have general charge and supervision of the business of the
Corporation unless otherwise provided by law, the Articles of Organization,
the By-Laws, or by specific vote of the Board of Directors. The President
shall preside at all meetings of the stockholders and of the Board of
Directors at which he is present except as otherwise voted by the Board of
Directors.

    Any Vice President shall have such duties and powers as shall be
designated from time to time by the Board of Directors or by the President,
and in any case, shall be responsible to and shall report to the President.
In the absence or disability of the President, the Vice President or, if
there be more than one, the Vice Presidents in the order of their seniority
or as otherwise designated by the Board of Directors, shall have the powers
and duties of the President.

                                ARTICLE XV

                     Treasurer and Assistant Treasurer

    The Treasurer shall be the chief financial officer of the Corporation
(unless another officer is so designated by the Board of Directors) and
shall be in charge of its funds and the disbursements thereof, subject to
the President and the Board of Directors, and shall have such duties and
powers as are commonly incident to the office of a corporate treasurer and
such other duties and powers as may be prescribed from time to time by the
Board of Directors or by the President. If no Controller is elected,the
Treasurer shall also have the duties and powers of the Controller as
provided in these By-Laws. The Treasurer shall be responsible to and shall
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report to the Board of Directors, but in the ordinary conduct of the
Corporation's business, shall be under the supervision of the President.

    Any Assistant Treasurer shall have such duties and powers as shall be
prescribed from time to time by the Board of Directors or by the Treasurer,
and shall be responsible to and shall report to the Treasurer. Unless
otherwise designated by the Board of Directors, the Assistant Treasurer
shall, in the absence or disability of the Treasurer, perform the duties of
and have the powers of the Treasurer.

                                ARTICLE XVI

                    Controller and Assistant Controller

    If a Controller is elected, he shall be the chief accounting officer of
the Corporation and shall be in charge of its books of account and
accounting records and of its accounting procedures, and shall have such
duties and powers as are commonly incident to the office of a corporate
controller and such other duties and powers as may be prescribed from time
to time by the Board of Directors or by the President. The Controller shall
be responsible to and shall report to the Board of Directors, but, in the
ordinary conduct of the Corporation's business, shall be under the
supervision of the President.

    Any Assistant Controller shall have duties and powers as shall be
prescribed from time to time by the Board of Directors or by the
Controller, and shall be responsible to and shall report to the Controller.

                               ARTICLE XVII

                         Clerk and Assistant Clerk

    The Clerk shall be a resident of the Commonwealth of Massachusetts. He
shall record all proceedings of the stockholders in books to be kept
therefor, and shall have custody of the Corporation's records, documents
and valuable papers. In the absence of the Clerk from any such meeting, the
Secretary, if any, may act as temporary Clerk and shall record the
proceedings thereof in the aforesaid books, or a temporary Clerk may be
chosen by vote of the meeting.

    The Clerk shall also keep, or cause to be kept, the stock transfer
records of the Corporation, which shall contain a complete list of the
names and addresses of all stockholders and the amount of stock held by
each.

    The Clerk or, in his absence, the Secretary or the Assistant Clerk, if
any, shall have custody of the corporate seal and be responsible for
affixing it to documents as required unless the Board of Directors shall
designate otherwise.



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    The Clerk shall have such other duties and powers as are commonly
incident to the office of a corporate clerk, and such other duties and
powers as may be prescribed from time to time by the Board of Directors or
the President.

    If no Secretary is elected, the Clerk shall also have and perform all
of the duties and powers of the Secretary, and, in his absence from any
such meeting, a temporary Clerk shall be chosen who shall record the
proceedings thereof.

    Each Assistant Clerk (who shall each be residents of the Commonwealth
of Massachusetts) shall have such duties and powers as shall from time to
time be designated by the Board of Directors or the Clerk, and shall be
responsible to and shall report to the Clerk. In the absence or disability
of the Clerk, the Assistant Clerk or, if there be more than one, the
Assistant Clerks in order of their seniority or as otherwise designated by
the Clerk, shall have the powers and perform the duties of the Clerk.

                               ARTICLE XVIII

                                 Secretary

    If a Secretary is elected, he shall keep a true record of the
proceedings of all meetings of the Board of Directors and of any meetings
of any committees of the Board, and, in his absence from any such meeting,
a temporary Secretary shall be chosen who shall record the proceedings
thereof. The Secretary shall have such duties and powers as are commonly
incident to the office of a corporate secretary, and such other duties and
powers as may be prescribed from time to time by the Board of Directors or
bythe President.

                                ARTICLE XIX

                         Resignations and Removals

    Any director or officer may resign at any time by delivering his
resignation in writing to the President, the Clerk or the Secretary, or to
a meeting of the Board of Directors. The stockholders may, by vote of a
majority in interest of the stock issued and outstanding and entitled to
vote at an election of directors, remove any director or directors from
office with or without cause provided that the directors of a class elected
by a particular class of stockholders may be removed only by the vote of
the holders of a majority of the shares of such class. The Board of
Directors may, by vote of a majority of the directors then in office,
remove any director from office with cause, or remove any officer from
office, with or without cause. The Board of Directors may, at any time, by
vote of a majority of the directors present and voting, terminate or modify
the authority of any agent. No director or officer resigning and (except
where a right to receive compensation for a definite future period shall
beexpressly provided in a written agreement with the Corporation duly
approved by the Board of Directors) no director or officer removed shall
have any right to any compensation as such director or officer for any
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period following his resignation or removal, or any right to damages on
account of such removal, whether his compensation be by the month, or by
the year, or otherwise. Any director or officer may be removed for cause
only after reasonable notice and opportunity to be heard before the body
proposing to remove him.

                                ARTICLE XX

                                 Vacancies

    Any vacancy in the Board of Directors however occurring, including a
vacancy resulting from the enlargement of the Board and any vacancy in any
other office, may be filled by the stockholders or, in the absence of
stockholder action, by a majority of the directors then in office.

    If the office of any member of any committee becomes vacant, the Board
of Directors may elect a successor or successors by vote of a majority of
the directors then in office.

    Each successor as a director or officer shall hold office for the
unexpired term and until his successor shall be elected, or appointed and
qualified, or until he sooner dies, resigns, is removed or becomes
disqualified.

    The Board of Directors shall have and may exercise all its powers,
notwithstanding the existence of one or more vacancies in its number as
fixed by either the stockholders or the directors provided there be at
least two directors in office.

                                ARTICLE XXI

                               Capital Stock

    The authorized amount of the capital stock and the par value, if any,
of the shares shall be as fixed in the Articles of Organization. At all
times when there are two or more classes of stock, the several classes of
stock shall conform to the description and terms, and have the respective
preferences, voting powers, restrictions and qualifications, set forth in
the Articles of Organization.

                               ARTICLE XXII

                           Certificate of Stock

    Each stockholder shall be entitled to a certificate of the capital
stock of the Corporation owned by him, in such form as shall, in conformity
to law, be prescribed from time to time by the Board of Directors. Such
certificate shall be signed by the President or a Vice President and by
either the Treasurer or an Assistant Treasurer, and may, but need not be,
sealed with the corporate seal, but when any such certificate is signed by
a transfer agent or by a registrar other than a director, officer, or
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employee of the Corporation, the signature of the President or a Vice
President and of the Treasurer or an Assistant Treasurer of the
Corporation, or either or both such signatures and such seal upon such
certificate, may be facsimile. If any officer who has signed, or whose
facsimile signature has been placed on, any such certificate shall have
ceased to be such officer before such certificate is issued, the
certificate may be issued by the Corporation with the same effect as if he
were such officer atthe time of issue.

    Every certificate for shares of stock which are subject to any
restriction on transfer pursuant to the Articles of Organization, the
By-Laws, or any agreement to which the Corporation is a party, shall have
the restriction noted conspicuously on the certificate, and shall also set
forth on the face or back either the full text of the restriction or a
statement of the existence of such restriction and a statement that the
Corporation will furnish a copy thereof to the holder of such certificate
upon written request and without charge. Every certificate issued when the
Corporation is authorized to issue more than one class or series of stock
shall set forth on its face or back either the full text of the
preferences, voting powers, qualifications, and special and relative rights
of the shares of each class and series authorized to be issued, or a
statement of the existence of such preferences, powers, qualifications and
rights, and a statement that the Corporation will furnish a copy thereof to
the holder of such certificate upon written request and without charge.

                               ARTICLE XXIII

                        Transfer of Shares of Stock

    Subject to the restrictions, if any, stated or noted on the stock
certificates, shares of stock may be transferred on the books of the
Corporation only by surrender to the Corporation or its transfer agent, of
the certificate therefor, properly endorsed or accompanied by a written
assignment or power of attorney properly executed, with all requisite stock
transfer stamps affixed, and with such proof of the authenticity and
effectiveness of the signature as the Corporation or its transfer agent
shall reasonably require. Except as may be otherwise required by law, the
Articles of Organization, or these By-Laws, the Corporation shall have the
right to treat the person registered on the stock transfer books as the
owner of any shares of the Corporation's stock as the owner in fact thereof
for all purposes, including the payment of dividends, the right to vote
with respect thereto and otherwise, and accordingly shall not be bound to
recognize any attempted transfer, pledge or other disposition thereof or
any equitable or other claim with respect thereto, whether or not it shall
have actual or other notice thereof, until such shares shall have been
transferred on the Corporation's books in accordance with these By-Laws.
It shall be the duty of each stockholder to notify the Corporation of his
post office address.



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                               ARTICLE XXIV

            Transfer Agents and Registrars; Further Regulations

    The Board of Directors may appoint one or more banks, trust companies
or corporations doing a corporate trust business, in good standing under
the laws of the United States or any state therein, to act as the
Corporation's transfer agent and/or registrar for shares of the capital
stock, and the Board may make such other and further regulations, not
inconsistent with applicable law, as it may deem expedient concerning the
issue, transfer and registration of capital stock and stock certificates of
the Corporation.

                                ARTICLE XXV

                           Loss of Certificates

    In the case of the alleged loss, destruction, or wrongful taking of a
certificate of stock, a duplicate certificate may be issued in place
thereof upon receipt by the Corporation of such evidence of loss and such
indemnity bond, with or without surety, as shall be satisfactory to the
President and the Treasurer, or otherwise upon such terms as the Board of
Directors may prescribe consistent with law.

                               ARTICLE XXVI

                                Record Date

    The directors may fix in advance a time, which shall not be more than
sixty days before the date of any meeting of stockholders or the date for
the payment of any dividend or the making of any distribution to the
stockholders or the last day on which the consent or dissent of
stockholders may be effectively expressed for any purpose, as the record
date for determining the stockholders having the right to notice of, and to
vote at, such meeting and any adjournment thereof, or the right to receive
such dividend or distribution, or the right to give such consent or
dissent, and in such case only stockholders of record on such record date
shall have such right, notwithstanding any transfer of stock on the books
of the Corporation after the record date; or, without fixing such record
date, the directors may, for any of such purposes, close the transfer books
for all or any part of such period, provided that if a dividend is
declared, the stock transfer books shall not be closed and the Corporation
or thetransfer agent, if there be one, shall take a record of all
stockholders entitled to the dividend without actually closing the books
for transfer of the stock.







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                               ARTICLE XXVII

                                   Seal

    The seal of the Corporation shall, subject to alteration by the Board
of Directors, consist of a flat-faced circular die with the word
"Massachusetts", together with the name of the Corporation and the year of
incorporation, cut or engraved thereon. An impression of the seal impressed
upon the original copy of these By-Laws shall be deemed conclusively to be
the seal adopted by the Board of Directors.

                              ARTICLE XXVIII

                            Execution of Papers

    Except as the Board of Directors may generally or in particular cases
otherwise authorize or direct, all deeds, leases, transfers, contracts,
proposals, bonds, notes, checks, drafts and other obligations made,
accepted or endorsed by the Corporation shall be signed or endorsed on
behalf of the Corporation by its President or by one of its Vice Presidents
or by its Treasurer.

                               ARTICLE XXIX

                                Fiscal Year

    Except as from time to time provided by the Board of Directors, the
fiscal year of the Corporation shall end on December 31 of each year.

                                ARTICLE XXX

                 Indemnification of Directors and Officers

    Each director and each officer elected by the stockholders (including
persons elected by directors to fill vacancies in the Board of Directors or
in any such offices), and each former director or officer, and the heirs,
executors, administrators and assigns of each of them, shall be indemnified
by the Corporation against all costs and expenses, including fees and
disbursements of counsel and the cost of settlements (other than amounts
paid to the Corporation itself) reasonably incurred by or imposed upon him
in connection with or arising out of any action, suit or proceeding, civil
or criminal, in which he may be involved by reason of his being or having
been an officer or a director of the Corporation, or by reason of any
action alleged to have been taken or omitted by him as a director or an
officer of the Corporation. Such indemnification shall include payment by
the Corporation of expenses incurred in defending a civil or criminal
action or proceeding in advance of the final disposition of such action or
proceeding, upon the Corporation's receipt of the undertaking of the person
indemnified to repay such payment if such person shall be adjudicated not
entitled to such indemnification under this Article XXX.


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    Officers elected by the Directors but who are not directors and
employees and other agents of the Corporation (including persons who serve
at its request as directors or officers of another organization in which it
owns shares or of which it is a creditor) and each such former officer,
employee and agent, and the heirs, executors, administrators and assigns of
each of them, may be indemnified by the Corporation to whatever extent
authorized by the Board of Directors.

    No indemnification shall be provided to any person, or to his heirs,
executor, administrator or assigns, with respect to any matter as to which
he shall have been finally adjudicated in any action, suit or proceeding
not to have acted in good faith in the reasonable belief that his action
was in the best interests of the Corporation.

    The foregoing indemnification shall not be exclusive of any other
rights of indemnification for which any such director, officer, employee or
agent may be entitled.

    If and as authorized by the Board of Directors the Corporation shall
purchase and maintain insurance on behalf of any person who is a Director,
officer, employee or other agent of the Corporation, or is or was serving
at the request of the Corporation as a Director, officer, employee or other
agent of another organization in which it owns shares or of which it is a
creditor, against any liability incurred by such person in such capacity,
or arising out of his status as such, whether or not the Corporation would
have power to indemnify said person against such liability.

                               ARTICLE XXXI

                    Contracts and Dealings with Certain
                        Other Corporations or Firms

    No contract or other transaction between the Corporation and any other
person, firm or corporation shall, in the absence of fraud, in any way be
affected or invalidated, nor shall any director be subject to surcharge
with respect to any such contract or transaction by the fact that such
director, or any firm of which a director is a member, or any corporation
of which any director is a shareholder, officer or director, is a party to,
or may be pecuniarily or otherwise interested in, such contract or
transaction, provided that the fact that he individually, or such firm or
corporation, is so interested shall be disclosed to the Board of Directors
at their meeting at which, or prior to the directors executing their
written consents by which, action to authorize, ratify or approve such
contract or transaction shall be taken. Any director of the Corporation may
vote upon or give his written consent to any contract or other transaction
between the Corporation and any subsidiary or affiliated corporation
without regard to the fact that he is also a director or officer of such
subsidiary or affiliated corporation.




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                               ARTICLE XXXII

                    Voting Stock in Other Corporations

    Unless otherwise ordered by the Board of Directors, the President or,
in case of  his absence or failure to act, the Treasurer shall have full
power and authority on behalf of the Corporation to attend and to act and
to vote at any meetings of stockholders of any corporation in which this
Corporation may hold stock, and at any such meeting shall possess and may
exercise any and all rights and powers incident to the ownership of such
stock and which, as the owner thereof, the Corporation might have possessed
and exercised if present. The Board of Directors, by resolution from time
to time, or, in absence thereof, the President, may confer like powers upon
any other person or persons as attorneys and proxies of the Corporation.

                              ARTICLE XXXIII

                             Corporate Records

    The original or attested copies of the Articles of Organization,
By-Laws, and records of all meetings of the incorporators and stockholders,
and the stock and transfer records, which shall contain the names of all
stockholders and the record address and the amount of stock held by each,
shall be kept in Massachusetts at the principal office of the Corporation
or at an office of its transfer agent or of the Clerk. Said copies and
records need not all be kept in the same office. They shall be available at
all reasonable times to the inspection of any stockholder for any proper
purpose, but not to secure a list of the stockholders for the purpose of
selling said list, or copies thereof, or of using the same for a purpose
other than in the interest of the applicant, as a stockholder, relative to
the affairs of the Corporation.

                               ARTICLE XXXIV

                                Amendments

    These By-Laws may be altered, amended or repealed, by vote of a
majority of all stock issued, outstanding and entitled to vote at any
annual or special meeting of the stockholders called for the purpose, the
notice of which shall specify the subject matter of the proposed
alteration, amendment or repeal or the articles to be affected thereby; or
without a meeting by unanimous written consent of the holders of all stock
of the Corporation issued, outstanding and entitled to vote. These By-Laws
may also be altered, amended or repealed by vote or action of a majority of
the Directors. Not later than the time of giving notice of the meeting of
stockholders next following the making, amending or repealing by the
Directors of any By-Law, notice thereof stating the substance of such
changes shall be given to all stockholders entitled to vote on amending the
By-Laws. Any By-Law adopted by the Directors may be amended or repealed by
the stockholders.


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                               ARTICLE XXXV

                        Massachusetts Chapter 110D

    Until such time as this Article shall be repealed or the By-Laws shall
be amended to provide otherwise, in each case in accordance with Article
XXXIV of the By-Laws, the provisions of Chapter ll0D of the Massachusetts
General Laws shall not apply to "control share acquisitions" of the
Corporation within the meaning of said Chapter 110D.











































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