BYLAWS

                                       OF

                             THOMAS INDUSTRIES INC.



                                    ARTICLE I

                                     Offices
                                     -------

        The  principal  office of the  Corporation  in the State of  Delaware is
located at No. 306 South State  Street,  City of Dover,  19901,  County of Kent,
State of Delaware;  and the name of the resident  agent in charge thereof is the
United  States  Corporation  Company.  The Company may also have offices at such
other places, within or without the State of Delaware, as the Board of Directors
may from time to time determine.



                                   ARTICLE II

                                  Shareholders
                                  ------------

        Section 1. Annual Meeting.  An annual meeting of the shareholders of the
Corporation  for the election of directors and for the transaction of such other
business as may properly come before the meeting shall be held each year on such
day  during  the month of April or May,  and at such time and  place,  as may be
fixed from time to time by the Board of Directors of the Corporation.

        Section 2. Special Meetings. Special meetings of the shareholders of the
Corporation  for any purpose or purposes  may be called at any time by the Board
of Directors  or by a committee  of the Board of  Directors  which has been duly
designated by the Board of Directors and whose powers and authority, as provided
in a resolution of the Board of Directors or in these Bylaws,  include the power
to call such meetings,  but such special meetings may not be called by any other
person or persons; provided, however, that if and to the extent that any special
meeting  of  shareholders  may be called by any other  person or  persons by the
terms of any series of  Preferred  Stock  then  outstanding,  then such  special
meeting  may also be called by the  person or  persons,  in the  manner,  at the
times, and for the purposes so specified. Special meetings shall be held at such
place  within or without the State of Delaware as may be  specified  in the call
thereof.  Business  transacted at all special  meetings shall be confined to the
objects stated in the call.


<PAGE>


        Section 3. Notice of Meetings.  Written  notice of the annual meeting of
the shareholders shall be served by the Secretary, either personally or by mail,
upon each  shareholder of record entitled to vote at such meeting,  at least ten
days  before  the  meeting.  Written  notice  of  any  special  meeting  of  the
shareholders  shall be so  served at least  five days  before  the  meeting.  If
mailed,  the notice of a meeting shall be directed to a shareholder  at his last
known post office address. The notice of every meeting of the shareholders shall
state the purpose or purposes  for which the meeting is called and the time when
and the place  where it is to be held.  Failure to serve  personally  or by mail
such notice, or any irregularity therein,  shall not affect the validity of such
meeting or any of the proceedings thereat. Such notice may be waived in writing.

        Section 4. Quorum. At all meetings of the shareholders, the presence, in
person or by proxy,  of the  holders  of record of a  majority  of the shares of
stock issued and outstanding,  and entitled to vote thereat,  shall be necessary
and sufficient to constitute a quorum for the transaction of business, except as
otherwise  provided by law, by the  Certificate  of  Incorporation,  or by these
Bylaws.  In the absence of a quorum,  the holders of record of a majority of the
shares of stock present in person or by proxy, and entitled to vote thereat,  or
if no such shareholder is present in person or by proxy, any officer entitled to
preside at, or act as secretary of, such meeting,  without  notice other than by
announcement  at the meeting,  may adjourn the meeting from time to time,  for a
period of not more than thirty days at any one time until a quorum shall attend.
At any such adjourned meeting at which a quorum shall be present in person or by
proxy,  any business may be  transacted  that might have been  transacted at the
meeting as originally called.

        Section 5. Voting. At each meeting of the shareholders, except as may be
provided by the Certificate of  Incorporation,  as amended,  or in a certificate
filed by the  Corporation  pursuant to Section  151(g) of the  Delaware  General
Corporation  Law,  each  shareholder  entitled to vote at such meeting  shall be
entitled  to one vote for each share of stock  standing in his name in the stock
ledger of the  Corporation  and may vote  either  in person or by proxy,  but no
proxy shall be voted after three years from its date unless such proxy  provides
for a longer period.  Every proxy must be executed in writing by the shareholder
or by his duly authorized attorney and dated, but need not be sealed, witnessed,
or acknowledged.

        At each  meeting of the  shareholders,  if there shall be a quorum,  the
vote of the holders of a majority of the shares of stock present in person or by
proxy,  and entitled to vote thereat,  shall decide all matters  brought  before
such  meeting,  except as  otherwise  provided  by law,  by the  Certificate  of
Incorporation, or by these Bylaws.

        Upon  demand of any  shareholder  entitled  to vote at a meeting  of the
shareholders or upon the direction of the presiding officer at such meeting, the
vote upon any  matter  brought  before  such  meeting  shall be by  ballot;  but
otherwise  no such vote need be by ballot  except as is  provided in Article II,
Section 10, of these Bylaws.


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<PAGE>

        Section 6.  Presiding  Officer  and  Secretary.  At all  meetings of the
shareholders,  the  Chairman  of the Board of  Directors,  or in his absence the
President of the Corporation,  or in his absence a Vice President, or if none be
present,  the  appointee of the meeting,  shall  preside.  The  Secretary of the
Corporation,  or in his absence an Assistant  Secretary,  or if none be present,
the appointee of the presiding officer of the meeting, shall act as secretary of
the meeting.

        Section 7. Inspectors of Election.  At each meeting of the  shareholders
at which any matter  brought  before the  meeting is to be voted upon by ballot,
the  presiding  officer of such  meeting  may, and if so required by Article II,
Section  10,  of  the  Bylaws  shall,  appoint  two  persons,  who  need  not be
shareholders,  to act as Inspectors of Election at such meeting.  The Inspectors
so appointed,  before entering on the discharge of their duties,  shall take and
subscribe an oath or affirmation  faithfully to execute the duties of Inspectors
at such  meeting  with strict  impartiality  and  according to the best of their
ability;  and thereupon the Inspectors  shall take charge of the polls and after
the balloting  shall canvass the votes and determine in accordance with law, and
make a  certificate  to the  Corporation  of, the results of the vote taken.  No
director  or  candidate  for the  office  of  director  shall  be  appointed  an
Inspector.

        Section 8.  Nomination  of  Director  Candidates  and Other  Shareholder
Proposals.  Nominations  of candidates for election to the Board of Directors of
the  Corporation  or any other  matters to be  considered  at any meeting of the
shareholders  called for election of directors or for the  consideration  of any
other matters (an "Election Meeting") may be made only by or at the direction of
the Board of Directors  or by a  shareholder  entitled to vote at such  Election
Meeting. All such nominations,  or any other proposals,  except those made by or
at the  direction of the Board of  Directors,  shall be made  pursuant to timely
notice in writing to the Secretary of the  Corporation.  To be timely,  any such
notice must be received at the principal  executive  offices of the  Corporation
not less than ninety days prior to the date of the Election Meeting and must set
forth (i) the  name,  age,  business  address  and  residence  address,  and the
principal  occupation or employment of any nominee proposed in such notice, (ii)
the name and address of the shareholder giving the notice as the same appears in
the Corporation's  stock ledger,  (iii) the number of shares of capital stock of
the  Corporation  which are  beneficially  owned by any such nominee and by such
shareholder, (iv) such other information concerning any such nominee as would be
required, under the rules of the Securities and Exchange Commission,  in a proxy
statement  soliciting  proxies  for  the  election  of such  nominee,  and (v) a
description  of any  other  matter  proposed  to be voted  upon at the  Election
Meeting.

                If the presiding officer of an Election Meeting  determines that
a director  nomination,  or any other proposal,  was not made in accordance with
the foregoing  procedures,  such  nomination or other proposal shall be void and
shall be disregarded for all purposes.



                                       3
<PAGE>

        Section  9.  List of  Shareholders.  At least  ten  days  prior to every
election of directors,  a complete list of the shareholders  entitled to vote at
such  election,  arranged in  alphabetical  order and  indicating  the number of
voting shares held by each,  shall be prepared and certified by the Secretary or
an Assistant Secretary. Such list shall be filed at the place where the election
is to be held and shall at all times  during the usual hours for  business,  and
during  the  whole  time of said  election,  be open to the  examination  of any
shareholder.

        Section 10.  Determination  of  Contested  Elections.  In the event that
there are more candidates for election to the Board of Directors at a meeting of
the  shareholders  than there are  directors  to be  elected at such  meeting (a
"Contested  Election"),  the vote for election of directors  shall be by ballot,
and two  Inspectors  of Election  for such  meeting  shall be  appointed  by the
presiding officer of such meeting.



                                   ARTICLE III

                                    Directors
                                    ---------

        Section 1.  Number/Terms of Office.  Except as provided by law or by the
Certificate  of  Incorporation,  or  by  these  Bylaws,  the  powers,  business,
property,  and affairs of the  Corporation  shall be exercised  and managed by a
Board of seven  directors.  The number of directors  may be altered from time to
time by an amendment of these Bylaws as hereinafter  provided,  but no reduction
in the number of directors  shall affect any director whose term of office shall
not have expired. No director need be a shareholder.

        The directors shall be divided into three classes as follows:

                            Class   I -- three members
                            Class  II -- two members
                            Class III -- two members

        The term of  office  of  directors  of Class I shall  expire at the 2005
annual  meeting of  shareholders;  the term of office of  directors  of Class II
shall expire at the 2003 annual meeting of shareholders;  and the term of office
of  directors  of  Class  III  shall  expire  at  the  2004  annual  meeting  of
shareholders.  At each annual  meeting of  shareholders,  directors of the class
whose  term then  expires  shall be  elected  for a full term of three  years to
succeed the  directors of such class so that the term of office of the directors
of one class shall expire in each year,  provided  that nothing  herein shall be
construed to prevent (a) the election of a director to succeed himself,  (b) the
election of a director for the  remainder  of an unexpired  term in the class of
directors to which he is elected, and (c) amendment of the Bylaws to increase or
decrease the number of directors.


                                       4
<PAGE>

        Notwithstanding any other provision of these Bylaws, each director shall
continue in office  until his  successor  shall have been duly elected and shall
qualify,  or until his earlier  resignation or removal in the manner provided in
these Bylaws, or death.

        Section 2. Election of Directors/Vacancies. The members of each class of
directors  shall be elected at the annual meeting of the  shareholders  at which
the term of office of such class expires,  as provided herein. If for any reason
any annual  election of  directors  shall not be held on the day  designated  by
these  Bylaws,  the  directors  shall  cause  such  election  to be held as soon
thereafter as conveniently may be.

        Newly  created   directorships   resulting  from  any  increase  in  the
authorized  number of directors  and  vacancies  in the Board of Directors  from
death, resignation, retirement, disqualification,  removal from office, or other
cause,  shall be filled by a majority vote of the directors then in office;  and
directors so chosen shall hold office for a term expiring at the annual  meeting
at which the term of the class to which they shall have been elected expires. No
decrease in the number of directors  constituting  the Board of Directors  shall
shorten the term of any incumbent director.

        Subject to the rights of the  holder of any  series of  Preferred  Stock
then  outstanding,  (a) any director,  or the entire Board of Directors,  may be
removed at any time,  but only for cause;  and (b) the  affirmative  vote of the
holders of 75 percent of the voting power of all of the stock of the Corporation
entitled  to vote in the  election  of  directors  shall be required to remove a
director  from  office.  The  shareholders  of  the  Corporation  are  expressly
prohibited  from  cumulating  their votes in any  election of  directors  of the
Corporation.

        Section 3. Resignations.  Any director may resign from his office at any
time by  delivering  his  resignation  in  writing to the  Corporation;  and the
acceptance of such resignation,  unless required by the terms thereof, shall not
be necessary to make such resignation effective.

        Section 4.  Meetings.  The Board of  Directors  may hold its meetings in
such place or places  within or without  the State of Delaware as the Board from
time to time by  resolution  may  determine  or as  shall  be  specified  in the
respective  notices or waivers of notice  thereof;  and the  directors may adopt
such rules and  regulations for the conduct of their meetings and the management
of the Corporation, not inconsistent with these Bylaws, as they may deem proper.
An annual meeting of the Board for the election of officers shall be held within
three days following the day on which the annual meeting of the shareholders for
the election of directors  shall have been held.  The Board of  Directors,  from
time to time by  resolution,  may fix a time and  place  (or  varying  times and
places) for the annual and other regular  meetings of the Board  provided  that,
unless a time and place is so fixed for any annual  meeting  of the  Board,  the
same shall be held immediately  following the annual meeting of the shareholders
at the same place at which such meeting  shall have been held.  No notice of the


                                       5
<PAGE>

annual or other regular  meetings of the Board need be given.  Other meetings of
the Board of  Directors  shall be held  whenever  called by the  Chairman of the
Board or by any two of the  directors  for the time  being  in  office;  and the
Secretary shall give notice of each such meeting to each director by mailing the
same not later than the third day  before  the  meeting,  or  personally,  or by
telegraphing,  cabling, or telephoning, the same not later than two hours before
the  meeting.  No  notice of a meeting  need be given if all the  directors  are
present in person. Any business may be transacted at any meeting of the Board of
Directors, whether or not specified in a notice of the meeting.

        Section  5.  Quorum.  A  majority  of  the  total  number  of  directors
constituting  the whole Board shall  constitute a quorum for the  transaction of
business. If there be less than a quorum at any meeting of the Board, a majority
of those  present  (or if only one be  present,  then that one) may  adjourn the
meeting  from time to time;  and no further  notice  thereof need be given other
than  announcement  at the  meeting  which shall be so  adjourned.  The act of a
majority  of the  directors  present at any  meeting at which  there is a quorum
shall  be  the  act  of the  Board  of  Directors,  except  as may be  otherwise
specifically  provided by law or by the Certificate of Incorporation or by these
Bylaws.

        Section 6. Compensation of Directors.  The Board of Directors shall have
the authority to fix the compensation of the directors. A director may serve the
Corporation in other capacities and receive compensation therefor.

        Section 7.  Indemnification  of  Directors  and  Officers.

        (a)  Each  person  who was or is a party or is  threatened  to be made a
party to or is involved in any  action,  suit,  or  proceeding,  whether  civil,
criminal,  administrative,  or investigative  (hereinafter a  "proceeding"),  by
reason of the fact that he, or a person of whom he is the legal  representative,
is or was a director or officer of the  Corporation  or is or was serving at the
request of the Corporation as a director, officer, employee, or agent of another
corporation or of a  partnership,  joint venture,  trust,  or other  enterprise,
including  service with respect to employee benefit plans,  shall be indemnified
and held harmless by the Corporation to the fullest extent permitted by the laws
of Delaware  as the same now or may  hereafter  exist  (but,  in the case of any
change,  only to the extent that such change permits the  Corporation to provide
broader  indemnification  rights  than said law  permitted  the  Corporation  to
provide prior to such change) against all costs, charges, expenses, liabilities,
and losses (including attorneys' fees, judgments,  fines, ERISA excise taxes, or
penalties and amounts paid or to be paid in settlement)  reasonably  incurred or
suffered by such person in connection therewith and such  indemnification  shall
continue as to a person who has ceased to be a director,  officer,  employee, or
agent  and  shall   inure  to  the   benefit  of  his  heirs,   executors,   and
administrators.  The right to indemnification conferred in this Section shall be
a contract right and shall include the right to be paid by the  Corporation  the
expenses  incurred  in  defending  any such  proceeding  in advance of its final
disposition  upon receipt by the Corporation of an undertaking,  by or on behalf
of such  director  or  officer,  to repay all  amounts so  advanced  if it shall


                                       6
<PAGE>

ultimately  be  determined  that the  director or officer is not  entitled to be
indemnified  under this section or otherwise.  The Corporation may, by action of
its Board of Directors,  provide  indemnification to employees and agents of the
Corporation with the same scope and effect as the foregoing  indemnification  of
directors and officers.

        (b) If a claim under  subsection (a) of this Section is not paid in full
by the Corporation within thirty days after a written claim has been received by
the Corporation,  the claimant may at any time thereafter bring suit against the
Corporation  to recover  the unpaid  amount of the claim and, if  successful  in
whole or in part,  the claimant shall also be entitled to be paid the expense of
prosecuting  such  claim.  It shall be a defense  to any action  (other  than an
action  brought  to  enforce a claim for  expenses  incurred  in  defending  any
proceeding in advance of its final  disposition  where the required  undertaking
has been  tendered to the  Corporation)  that the  claimant has failed to meet a
standard  of conduct  which  makes it  permissible  under  Delaware  law for the
Corporation to indemnify the claimant for the amount claimed,  but the burden of
proving such  defense  shall be on the  Corporation.  Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel, or its
shareholders)  to have made a  determination  prior to the  commencement of such
action that  indemnification of the claimant is permissible in the circumstances
because he has met such standard of conduct,  nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel, or its
shareholders)  that the claimant has not met such  standard of conduct,  nor the
termination of any proceeding by judgment,  order,  settlement,  conviction,  or
upon a plea of nolo  contendere  or its  equivalent,  shall be a defense  to the
action or create a presumption that the claimant has failed to meet the required
standard of conduct.

        (c) The right to indemnification and the payment of expenses incurred in
defending a  proceeding  in advance of its final  disposition  conferred in this
Section  shall not be  exclusive of any other right which any person may have or
hereafter   acquire  under  any  statute,   provision  of  the   Certificate  of
Incorporation,   Bylaw,   agreement,   vote  of  shareholders  or  disinterested
directors, or otherwise.

        (d) The  Corporation  may  maintain  insurance at its expense to protect
itself and any  director,  officer,  employee,  or agent of the  Corporation  or
another  corporation,  partnership,  joint venture,  trust, or other  enterprise
against any expense,  liability,  or loss whether or not the  Corporation  would
have the power to indemnify such person against such expense, liability, or loss
under Delaware law.

        (e) To the extent that any director,  officer, employee, or agent of the
Corporation is by reason of such position,  or a position with another entity at
the  request  of the  Corporation,  a  witness  in any  proceeding,  he shall be
indemnified  against all costs and expenses actually and reasonably  incurred by
him or on his behalf in connection therewith.


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<PAGE>

        (f) The Corporation may enter into indemnity agreements with the persons
who are  members  of its Board of  Directors  from  time to time,  and with such
officers, employees, and agents as the Board may designate, indemnity agreements
providing in substance that the Corporation  shall indemnify such persons to the
fullest extent permitted by the laws of Delaware.

        (g) Any  amendment,  repeal,  or  modification  of any provision of this
Section  by the  shareholders  or the  Directors  of the  Corporation  shall not
adversely  affect  any right or  protection  of a  director  or  officer  of the
Corporation existing at the time of such amendment, repeal, or modification.

        Section 8.  Committees.  The Board of Directors  may, by  resolution  or
resolutions,  passed  by a  majority  of the  whole  Board,  from  time  to time
designate an Executive  Committee  and such other  committee or committees as it
may  determine,  each committee to be headed by a chairman who shall be a member
of the Board of Directors and elected by the Board of  Directors.  The committee
or committees  shall  exercise only such powers of the Board of Directors as are
specifically  provided in said  resolution or  resolutions.  The chairman of the
Executive Committee,  if any, shall report to the Board at its meetings upon the
affairs of the Corporation.



                                   ARTICLE IV

                               Officers and Agents
                               -------------------

        Section 1. General Provisions.  The officers of the Corporation shall be
a  President,  a Treasurer,  and a Secretary,  and may include a Chairman of the
Executive  Committee,  one or  more  Vice  Presidents,  any of  which  may be an
Executive  Vice  President,  one or more Assistant  Treasurers,  and one or more
Assistant Secretaries.  The Chairman of the Board of Directors and the President
shall be chosen  from among the  directors.  Any two  offices,  except  those of
President  and Vice  President,  may be held by the same person;  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  Bylaws  to be  executed,
acknowledged,  or verified by any two or more  officers.  Each of such  officers
shall serve until the annual meeting of the Board of Directors  next  succeeding
his  appointment  and until his successor  shall have been chosen and shall have
qualified.  The Board of Directors may appoint such other officers,  agents, and
employees as it may deem necessary or proper,  who shall  respectively have such
authority  and perform such duties as may from time to time be prescribed by the
Board of Directors.  All officers,  agents, and employees appointed by the Board
of Directors shall be subject to removal at any time by the affirmative  vote of
a majority of the whole Board.  Other agents and employees may be removed at any
time by the Board of Directors,  by the officer appointing them, or by any other
superior  officer  upon whom such power of removal may be conferred by the Board


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<PAGE>

of Directors.  The salaries of the officers of the Corporation shall be fixed by
the Board of Directors, but this power may be delegated to any officer.

        Section 2. The Chairman of the Board of  Directors.  The Chairman of the
Board of Directors shall preside at all meetings of the  shareholders and of the
Board  of  Directors  of  the  Corporation.   At  each  annual  meeting  of  the
shareholders,  he shall  present a statement of the business of the  Corporation
for the preceding year and a report of its financial condition.

        Section 3. The  President.  The President  shall be the Chief  Executive
Officer of the Corporation.  He shall have general and active supervision of its
business and affairs, and general charge of its property and employees, subject,
however,  to the  control  of the  Board of  Directors.  He  shall  see that all
resolutions and orders of the Board of Directors or of any committee thereof are
carried into effect.  He shall have power in the name of the  Corporation and on
its behalf to execute any and all deeds, mortgages,  contracts,  agreements, and
other  instruments  in  writing,  and  shall  have such  other  powers as may be
assigned  to him by the  Board  of  Directors.  He shall  have  full  power  and
authority on behalf of the Corporation to execute any shareholder's  consent and
to attend and vote in person or by proxy at any meeting of  shareholders  of any
corporation  in which the  Corporation  may own 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.

        Section 4. Vice  Presidents.  Each Vice President shall have such powers
and perform such duties as the Board of Directors, Chairman of the Board, or the
President may from time to time  prescribe,  and shall perform such other duties
as may be prescribed in these Bylaws.  In the absence or inability to act of the
Chairman  of the Board or the  President,  the Vice  President  next in order as
designated  by the Board of  Directors  or, in the absence of such  designation,
senior in length of service in such  capacity,  shall perform all the duties and
may exercise any of the powers of the  President,  subject to the control of the
Board of Directors.  The  performance of any duty by a Vice  President  shall be
conclusive evidence of his power to act.

        Section 5. The Treasurer.  The Treasurer shall have the care and custody
of all funds and securities of the Corporation which may come into his hands and
shall deposit the same to the credit of the Corporation in such bank or banks or
other depositary or depositaries as the Board of Directors may designate. He may
endorse all commercial documents requiring  endorsements for or on behalf of the
Corporation  and may sign all receipts  and  vouchers  for payments  made to the
Corporation.  He shall  render an  account of his  transactions  to the Board of
Directors  as often as they shall  require the same and shall at all  reasonable
times exhibit his books and accounts to any director;  shall cause to be entered
regularly in books kept for that purpose full and accurate account of all monies
received  and paid by him on  account  of the  Corporation;  and shall have such
further powers and duties as are incident to the position of Treasurer,  subject


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<PAGE>

to the  control of the Board of  Directors.  He may be  required by the Board of
Directors  to give a bond for the  faithful  discharge of his duties in such sum
and with such surety as the Board may require.

        Section 6. The  Secretary.  The Secretary  shall keep the minutes of all
meetings of the Board of Directors and of the  shareholders  and shall attend to
the giving and serving of all notices of the Corporation.  He shall have custody
of the seal of the Corporation  and shall affix the seal to all  certificates of
shares of stock of the  Corporation and to such other papers or documents as may
be proper  and,  when the seal is so  affixed,  he shall  attest the same by his
signature whenever required. He shall have charge of the stock certificate book,
transfer book, and stock ledger, and such other books and papers as the Board of
Directors may direct. He shall, in general, perform all the duties of Secretary,
subject to the control of the Board of Directors.

        Section 7.  Assistant  Treasurers.  In the absence or  inability  of the
Treasurer  to act,  any  Assistant  Treasurer  may  perform  all the  duties and
exercise all of the powers of the Treasurer, subject to the control of the Board
of Directors.  The performance of any such duty shall be conclusive  evidence of
his power to act. Any Assistant  Secretary  shall also perform such other duties
as the Secretary or the Board of Directors may from time to time assign to him.

        Section 8.  Assistant  Secretaries.  In the absence or  inability of the
Secretary  to act,  any  Assistant  Secretary  may  perform  all the  duties and
exercise all the powers of the Secretary, subject to the control of the Board of
Directors.  The performance of any such duty shall be conclusive evidence of his
power to act. Any  Assistant  Secretary  shall also perform such other duties as
the Secretary or the Board of Directors may from time to time assign to him.

        Section 9. Other Officers.  Other officers shall perform such duties and
have such  powers as may from time to time be  assigned  to them by the Board of
Directors.

        Section 10.  Delegation of Duties. In case of the absence of any officer
of the Corporation,  or for any other reason that the Board may deem sufficient,
the Board may confer,  for the time being, the powers or duties, or any of them,
of such officer upon any other officer, or upon any director.



                                    ARTICLE V

                                  Capital Stock
                                  -------------

        Section 1. Certificates for Shares.  Certificates for shares of stock of
the Corporation  certifying the number and class of shares owned shall be issued
to each  shareholder  in such form,  not  inconsistent  with the  Certificate of


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<PAGE>

Incorporation  and these Bylaws, as shall be approved by the Board of Directors.
The  certificates  for the shares of each class shall be numbered and registered
in the order in which they are issued and shall be signed by the Chairman of the
Board of Directors or the President or a Vice  President and by the Secretary or
an Assistant Secretary or the Treasurer or an Assistant Treasurer;  and the seal
of the Corporation shall be affixed thereto. However, where any such certificate
is signed by a transfer agent and by a registrar of the Corporation,  other than
the  Corporation  itself or its  employee,  the signature of either the transfer
agent or the  registrar  and of any such  corporate  officer or officers and the
seal of the Corporation  upon such certificate may be facsimiles,  engraved,  or
printed.  All  certificates  exchanged or returned to the  Corporation  shall be
cancelled.

        Section 2.  Transfer of Shares of Stock.  Transfers  of shares  shall be
made only  upon the  books of the  Corporation  by the  holder,  in person or by
attorney  lawfully   constituted  in  writing,  and  on  the  surrender  of  the
certificate or  certificates  for such shares  properly  assigned.  The Board of
Directors  shall  have the  power to make all such  rules and  regulations,  not
inconsistent with the Certificate of Incorporation and these Bylaws, as they may
deem expedient concerning the issue,  transfer, and registration of certificates
for shares of stock of the Corporation.

        Section  3.  Lost,  Stolen,  or  Destroyed  Certificates.  The  Board of
Directors,  in their  discretion,  may require the owner of any  certificate  of
stock  alleged  to  have  been  lost,   stolen,  or  destroyed,   or  his  legal
representatives,  to give the Corporation a bond in such sum as they may direct,
to indemnify  the  Corporation  against any claim that may be made against it on
account of the alleged loss, theft, or destruction of any such certificate, as a
condition  of the  issue  of a new  certificate  of  stock  in the  place of any
certificate  theretofore issued alleged to have been lost, stolen, or destroyed.
Proper and legal evidence of such loss,  theft, or destruction shall be procured
for the Board,  if  required.  The Board of Directors  in their  discretion  may
refuse to issue such new  certificate,  save upon the order of some court having
jurisdiction in such matters.

        Section 4.  Record  Date.  The Board of  Directors  may fix in advance a
date,  not more than sixty days nor less than ten days preceding the date of any
meeting of the  shareholders and not more than sixty days preceding the date for
the payment of any  dividend,  or the date for the  allotment of rights,  or the
date when any change or  conversion  or exchange of capital  stock shall go into
effect, as a record date for the  determination of the shareholders  entitled to
notice of, and to vote at, any such  meeting  and any  adjournment  thereof,  or
entitled to receive  payment of any such  dividend,  or to any such allotment of
rights,  or to exercise the rights in respect of any such change,  conversion or
exchange  of capital  stock;  and in such case such  shareholders  and only such
shareholders  as shall be  shareholders  of record on the date so fixed shall be
entitled  to such notice of, and to vote at,  such  meeting and any  adjournment
thereof, or to receive payment of such dividend, or to receive such allotment of
rights,  or to exercise  such rights,  as the case may be,  notwithstanding  any
transfer of any stock on the books of the Corporation after any such record date
fixed as aforesaid.



                                       11
<PAGE>

        Section 5. Maintenance and Inspection of Stock Ledger. The original or a
duplicate stock ledger containing a list of the shareholders shall be maintained
at the principal  office or place of business of the  Corporation and shall upon
written  demand  under oath  stating  the  purpose  thereof,  be  available  for
inspection by any  shareholder  of record for any proper purpose in person or by
attorney or other agent  during the usual hours of  business.  A proper  purpose
shall  mean  a  purpose  reasonably  related  to  such  person's  interest  as a
shareholder.  In every  instance  where an  attorney or other agent shall be the
person  who  seeks the right to  inspection,  the  demand  under  oath  shall be
accompanied  by a power of attorney or such other writing which  authorizes  the
attorney or other agent to so act on behalf of the shareholder. The demand under
oath shall be directed to the  Corporation at its registered  office in Delaware
or at its principal place of business.

        Section 6.  Record  Ownership.  The  Corporation  shall be  entitled  to
recognize the exclusive right of a person registered as such in the stock ledger
of the Corporation as the owner of shares of the Corporation's  stock to receive
dividends  and to vote as such  owner and shall  not be bound to  recognize  any
equitable  or other claim to or interest in such shares on the part of any other
person,  whether  or not the  Corporation  shall have  express  or other  notice
thereof, except as otherwise provided by law.



                                   ARTICLE VI

                                      Seal
                                      ----

        The seal of the Corporation shall consist of a flat-faced,  circular die
with the name of the Corporation,  the year of its incorporation,  and the words
"Corporate Seal" and "Delaware" inscribed thereon.



                                   ARTICLE VII

                                     Waiver
                                     ------

        Whenever  any notice  whatever is  required  to be given by statute,  or
under the  provisions  of the  Certificate  of  Incorporation  or Bylaws of this
Corporation,  a waiver  thereof  in  writing,  signed by the  person or  persons
entitled to said notice,  whether before or after the time stated therein, shall
be deemed equivalent thereto.



                                       12
<PAGE>


                                  ARTICLE VIII

                           Checks, Notes, Drafts, Etc.
                           ---------------------------


        Checks, notes, drafts, acceptances,  bills of exchange, and other orders
or  obligations  for the  payment  of money  shall be signed by such  officer or
officers or person or persons as the Board of Directors  shall from time to time
determine.



                                   ARTICLE IX

                                   Amendments
                                   ----------

         These Bylaws may be amended or repealed  and new Bylaws  adopted by the
affirmative  vote of a majority of the total number of  directors  (fixed by the
Bylaws as in effect  immediately  prior to such vote) or by the affirmative vote
of the  holders of 75 percent of the  voting  power of the  Corporation's  stock
outstanding and entitled to vote thereon.  Such Bylaws may contain any provision
for the  regulation  and  management of the affairs of the  Corporation  and the
rights or powers of its  shareholders,  directors,  officers,  or employees  not
inconsistent with the laws of the State of Delaware.



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