EXHIBIT 3(ii)

                                    BY-LAWS
<PAGE>
                           HUDSON RIVER BANCORP, INC.

                             THE BOARD OF DIRECTORS

                                  RESOLUTIONS

WHEREAS,   the  Board  of  Directors  of  Hudson  River   Bancorp,   Inc.   (the
"Corporation")  believes that it is in the best interest of shareholders for the
Corporation to implement a change in retirement age;

NOW THEREFORE, after full discussion and consideration of this matter, be it

RESOLVED,  the  Corporation's  Bylaws  be,  and they  hereby  are,  amended  and
restated, to add the following:

         "ARTICLE  III.  BOARD  OF  DIRECTORS,   Section  3  Age  of  Directors.
                                                             -------------------

         Effective  January 1, 1999 the  retirement  age applicable to new Board
         members shall be 65 years of age."

I have signed my name and affixed  the seal of the  Corporation  this 6th day of
May, 1999.

                                             /s/Holly E. Rappleyea
                                             ---------------------
                                             Holly E. Rappleyea
                                             Corporate Secretary
<PAGE>
                           HUDSON RIVER BANCORP, INC.

                             THE BOARD OF DIRECTORS

                                  RESOLUTIONS

WHEREAS,   the  Board  of  Directors  of  Hudson  River   Bancorp,   Inc.   (the
"Corporation")  believes that it is in the best interest of shareholders for the
Corporation to continue to follow its community oriented strategy; and

WHEREAS,  the  Board  of  Directors  believes  that the  implementation  of this
strategy  could be enhanced by requiring  that all  directors  reside within the
local community;

NOW THEREFORE, after full discussion and consideration of these matters, be it

RESOLVED,  the  Corporation's  Bylaws  be,  and they  hereby  are,  amended  and
restated, to add the following:

         "Section 10 Qulaifications.
                     ---------------

         Any person first  appointed or elected to the Board of Directors  after
         February 1, 1999 shall, in order to qualify as such,  reside in or have
         his or her primary place of business located within a 25 mile radius of
         any operating office of the Corporation or any subsidiary."

I have signed my name and affixed the seal of the  Corporation  this 18th day of
February, 1999.

                                             /s/Holly E. Rappleyea
                                             ---------------------
                                             Holly E. Rappleyea
                                             Corporate Secretary

<PAGE>
                                   EXHIBIT 3(ii)

                           HUDSON RIVER BANCORP, INC.

                                     BY-LAWS

                                    ARTICLE I

                                  STOCKHOLDERS

Section 1.        Annual Meeting.
                  ---------------

         An annual meeting of the stockholders, for the election of directors to
succeed those whose terms expire and for the  transaction of such other business
as may properly  come before the meeting,  shall be held at such place,  on such
date, and at such time as the Board of Directors shall each year fix.

Section 2.        Special Meetings.
                  -----------------

         Subject  to the  rights  of the  holders  of any  class  or  series  of
preferred  stock of the  Corporation,  special  meetings of  stockholders of the
Corporation  may be  called  only  by  the  Board  of  Directors  pursuant  to a
resolution  adopted by a majority  of the total  number of  directors  which the
Corporation  would have if there  were no  vacancies  on the Board of  Directors
(hereinafter the "Whole Board").

Section 3.        Notice of Meetings.
                  -------------------

         Written  notice of the place,  date,  and time of all  meetings  of the
stockholders  shall be given, not less than ten nor more than 60 days before the
date on which the meeting is to be held, to each stockholder entitled to vote at
such meeting,  except as otherwise  provided herein or required by law (meaning,
here and  hereinafter,  as required  from time to time by the  Delaware  General
Corporation Law or the Certificate of Incorporation of the Corporation).
         When a meeting is adjourned  to another  place,  date or time,  written
notice need not be given of the  adjourned  meeting if the place,  date and time
thereof  are  announced  at the  meeting  at which  the  adjournment  is  taken;
provided,  however,  that if the date of any  adjourned  meeting is more than 30
days after the date for which the meeting was  originally  noticed,  or if a new
record date is fixed for the  adjourned  meeting,  written  notice of the place,
date and time of the adjourned meeting shall be given in conformity herewith. At
any  adjourned  meeting,  any business may be  transacted  which might have been
transacted at the original meeting.

Section 4.        Quorum.
                  -------

         At any meeting of the  stockholders,  the holders of at least one-third
of all of the shares of the stock  entitled to vote at the  meeting,  present in
person or by proxy, shall constitute a quorum for all purposes, unless or except
to the extent that the presence of a larger number may be required by law. Where
a separate  vote by a class or classes is required,  a majority of the shares of
such  class or  classes,  present  in person  or  represented  by  proxy,  shall
constitute  a quorum  entitled to take action with  respect to that vote on that
matter.
<PAGE>
         If a quorum  shall  fail to attend any  meeting,  the  chairman  of the
meeting or the holders of a majority of the shares of stock entitled to vote who
are present,  in person or by proxy,  may adjourn the meeting to another  place,
date or time.
         If a notice of any adjourned special meeting of stockholders is sent to
all  stockholders  entitled to vote  thereat,  stating that it will be held with
those present  constituting a quorum,  then except as otherwise required by law,
those  present at such  adjourned  meeting  shall  constitute a quorum,  and all
matters shall be determined by a majority of the votes cast at such meeting.

Section 5.        Organization.
                  -------------

         Such person as the Board of Directors  may have  designated  or, in the
absence of such a person,  the  President of the  Corporation  or, in his or her
absence, such person as may be chosen by the holders of a majority of the shares
entitled to vote who are present, in person or by proxy, shall call to order any
meeting of the stockholders  and act as chairman of the meeting.  In the absence
of the Secretary of the Corporation,  the secretary of the meeting shall be such
person as the chairman appoints.

Section 6.        Conduct of Business.
                  --------------------

                  (a)  The  chairman  of  any  meeting  of  stockholders   shall
determine the order of business and the procedure at the meeting, including such
regulation  of the manner of voting and the conduct of discussion as seem to him
or her in order.

                  (b) At any  annual  meeting  of the  stockholders,  only  such
business shall be conducted as shall have been brought before the meeting (i) by
or at the direction of the Board of Directors or (ii) by any  stockholder of the
Corporation  who is entitled to vote with respect  thereto and who complies with
the  notice  procedures  set forth in this  Section  6(b).  For  business  to be
properly brought before an annual meeting by a stockholder, the stockholder must
have given timely notice thereof in writing to the Secretary of the Corporation.
To be timely, a stockholder's notice must be delivered or mailed to and received
at the  principal  executive  offices of the  Corporation  not less than 90 days
prior to the  anniversary  of the  preceding  year's annual  meeting;  provided,
however,  that in the event that the date of the annual  meeting is  advanced by
more than 20 days, or delayed by more than 60 days from such  anniversary  date,
notice by the  stockholder  to be timely must be so delivered not later than the
close of business  on the later of the 90th day prior to such annual  meeting or
the  tenth  day  following  the day on which  notice  of the date of the  annual
meeting was mailed or public  announcement  of the date of such meeting is first
made. A stockholder's  notice to the Secretary shall set forth as to each matter
such  stockholder  proposes  to bring  before  the  annual  meeting  (i) a brief
description of the business  desired to be brought before the annual meeting and
the reasons for conducting  such business at the annual  meeting,  (ii) the name
and address,  as they appear on the Corporation's  books, of the stockholder who
proposed  such   business,   (iii)  the  class  and  number  of  shares  of  the
Corporation's  capital stock that are beneficially owned by such stockholder and
(iv) any material interest of such stockholder in such business. Notwithstanding

<PAGE>
anything in these By-laws to the contrary,  no business  shall be brought before
or conducted at an annual  meeting  except in accordance  with the provisions of
this Section 6(b). The officer of the Corporation or other person presiding over
the annual meeting shall, if the facts so warrant,  determine and declare to the
meeting that business was not properly  brought before the meeting in accordance
with the  provisions of this Section 6(b) and, if he or she should so determine,
he or she shall so declare to the meeting and any such business so determined to
be not properly brought before the meeting shall not be transacted.

         At any special meeting of the stockholders, only such business shall be
conducted as shall have been brought  before the meeting by or at the  direction
of the Board of Directors.

                  (c) Only  persons who are  nominated  in  accordance  with the
procedures  set  forth in  these  By-laws  shall be  eligible  for  election  as
directors.  Nominations of persons for election to the Board of Directors of the
Corporation  may be made at a meeting of  stockholders at which directors are to
be elected only (i) by or at the  direction of the Board of Directors or (ii) by
any  stockholder  of the  Corporation  entitled  to  vote  for the  election  of
directors at the meeting who complies  with the notice  procedures  set forth in
this  Section  6(c).  Such  nominations,  other  than  those  made  by or at the
direction of the Board of  Directors,  shall be made by timely notice in writing
to the Secretary of the Corporation.  To be timely, a stockholder's notice shall
be delivered or mailed to and received at the principal executive offices of the
Corporation  not less than 90 days prior to the date of the  meeting;  provided,
however,  that  in  the  event  that  less  than  100  days'  notice  or  public
announcement of the date of the meeting is given or made to stockholders, notice
by the  stockholder to be timely must be so received not later than the close of
business on the tenth day  following the day on which such notice of the date of
the meeting was mailed. Such stockholder's notice shall set forth (x) as to each
person whom such stockholder proposes to nominate for election or re-election as
a  director,  all  information  relating  to such  person that is required to be
disclosed in solicitations of proxies for election of directors, or is otherwise
required,  in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended  (including such person's written consent to being named
in the proxy  statement  as a nominee and to serving as a director if  elected);
and (y) as to the stockholder  giving the notice:  (A) the name and address,  as
they appear on the  Corporation's  books, of such  stockholder and (B) the class
and number of shares of the  Corporation's  capital stock that are  beneficially
owned by such stockholder.  At the request of the Board of Directors, any person
nominated by the Board of Directors for election as a director  shall furnish to
the Secretary of the Corporation that information  required to be set forth in a
stockholder's  notice of  nomination  which  pertains to the nominee.  No person
shall be eligible for election as a director of the Corporation unless nominated
in  accordance  with the  provisions  of this Section  6(c).  The officer of the
Corporation  or other  person  presiding at the meeting  shall,  if the facts so
warrant,  determine  that a  nomination  was not made in  accordance  with  such
provisions and, if he or she should so determine,  he or she shall so declare to
the meeting and the defective nomination shall be disregarded.
<PAGE>
Section 7.        Proxies and Voting.
                  -------------------

         At any meeting of the stockholders,  every stockholder entitled to vote
may vote in person or by proxy  authorized  by an  instrument  in writing (or as
otherwise  permitted  under  applicable  law)  by the  stockholder  or his  duly
authorized  attorney-in-fact  filed in accordance with the procedure established
for the meeting. Proxies solicited on behalf of the management shall be voted as
directed by the stockholder or in the absence of such  direction,  as determined
by a majority of the Board of  Directors.  No proxy shall be valid after  eleven
months  from  the  date of its  execution  except  for a proxy  coupled  with an
interest.
         Each stockholder  shall have one vote for every share of stock entitled
to vote  which  is  registered  in his or her  name on the  record  date for the
meeting,   except  as  otherwise  provided  herein  or  in  the  Certificate  of
Incorporation of the Corporation or as required by law.
         All voting,  including on the election of directors but excepting where
otherwise required by law, may be by a voice vote; provided,  however, that upon
demand  therefor by a stockholder  entitled to vote or his or her proxy, a stock
vote shall be taken.  Every  stock vote shall be taken by ballot,  each of which
shall  state  the  name of the  stockholder  or  proxy  voting  and  such  other
information as may be required under the procedure  established for the meeting.
Every  vote  taken by ballot  shall be counted  by an  inspector  or  inspectors
appointed by the chairman of the meeting.
         All elections shall be determined by a plurality of the votes cast, and
except  as  otherwise  required  by law or as  provided  in the  Certificate  of
Incorporation,  all other matters shall be determined by a majority of the votes
cast.

Section 8.        Stock List.
                  -----------

         The  officer  who  has  charge  of  the  stock  transfer  books  of the
Corporation  shall  prepare  and  make,  in the  time  and  manner  required  by
applicable law, a list of stockholders entitled to vote and shall make such list
available for such purposes,  at such places,  at such times and to such persons
as  required  by  applicable  law.  The stock  transfer  books shall be the only
evidence as to the  identity of the  stockholders  entitled to examine the stock
transfer books or to vote in person or by proxy at any meeting of stockholders.

Section 9.        Consent of Stockholders in Lieu of Meeting.
                  -------------------------------------------

         Subject  to the  rights  of the  holders  of any  class  or  series  of
preferred stock of the Corporation, any action required or permitted to be taken
by the  stockholders of the Corporation must be effected at a duly called annual
or special meeting of stockholders of the Corporation and may not be effected by
any consent in writing by such stockholders.

Section 10.       Inspectors of Election
                  ----------------------

         The  Board  of   Directors   shall,   in  advance  of  any  meeting  of
stockholders,  appoint one or more persons as inspectors of election,  to act at
the meeting or any  adjournment  thereof and make a written report  thereof,  in
accordance with applicable law.
<PAGE>
                                   ARTICLE II

                               BOARD OF DIRECTORS

Section 1.        General Powers, Number and Term of Office.
                  ------------------------------------------

         The  business  and  affairs of the  Corporation  shall be managed by or
under the direction of the Board of Directors.  The number of directors shall be
as provided  for in the  Certificate  of  Incorporation.  The Board of Directors
shall  annually  elect a Chairman  of the Board and a  President  from among its
members and shall designate,  when present,  either the Chairman of the Board or
the President to preside at its meetings.
         The  directors,  other than those who may be elected by the  holders of
any class or series of preferred stock, shall be divided into three classes,  as
nearly equal in number as  reasonably  possible,  with the term of office of the
first  class  to  expire  at the  conclusion  of the  first  annual  meeting  of
stockholders, the term of office of the second class to expire at the conclusion
of the annual meeting of stockholders one year thereafter and the term of office
of the  third  class to  expire  at the  conclusion  of the  annual  meeting  of
stockholders two years  thereafter,  with each director to hold office until his
or her  successor  shall have been duly  elected and  qualified.  At each annual
meeting of  stockholders,  commencing with the first annual  meeting,  directors
elected to succeed  those  directors  whose terms  expire shall be elected for a
term of office to expire at the third succeeding  annual meeting of stockholders
after  their  election  or for  such  shorter  period  of time as the  Board  of
Directors  may  determine,  with each  director to hold office  until his or her
successor shall have been duly elected and qualified.

Section 2.        Vacancies and Newly Created Directorships.
                  ------------------------------------------

         Subject  to the  rights  of the  holders  of any  class  or  series  of
preferred stock then outstanding, newly created directorships resulting from any
increase in the authorized  number of directors or any vacancies in the Board of
Directors  resulting  from  death,  resignation,  retirement,  disqualification,
removal from office or other cause may be filled only by a majority  vote of the
directors  then in office,  though less than a quorum,  and  directors so chosen
shall hold office for a term expiring at the annual meeting of  stockholders  at
which the term of office of the class to which they have been  elected  expires,
and until such director's  successor shall have been duly elected and qualified.
No decrease in the number of authorized  directors  constituting the Board shall
shorten the term of any incumbent director.

Section 3.        Regular Meetings.
                  -----------------

         Regular  meetings of the Board of Directors shall be held at such place
or places,  on such date or dates,  and at such time or times as shall have been
established  by the Board of Directors and  publicized  among all  directors.  A
notice of each regular meeting shall not be required.
<PAGE>
Section 4.        Special Meetings.
                  -----------------

         Special  meetings of the Board of Directors  may be called by one-third
(1/3) of the directors  then in office  (rounded up to the nearest whole number)
or by the President and shall be held at such place,  on such date,  and at such
time as they or he or she shall fix. Notice of the place, date, and time of each
such special meeting shall be given to each director by whom it is not waived by
mailing  written  notice  not less than  five  days  before  the  meeting  or by
telegraphing or telexing or by facsimile  transmission of the same not less than
24 hours before the meeting.  Unless otherwise  indicated in the notice thereof,
any and all business may be transacted at a special meeting.

Section 5.        Quorum.
                  -------

         At any meeting of the Board of Directors,  a majority of the authorized
number of directors then  constituting  the Board shall  constitute a quorum for
all purposes.  If a quorum shall fail to attend any meeting, a majority of those
present may adjourn the meeting to another place, date, or time, without further
notice or waiver thereof.

Section 6.        Participation in Meetings By Conference Telephone.
                  --------------------------------------------------

         Members of the Board of  Directors,  or of any committee  thereof,  may
participate  in a meeting  of such  Board or  committee  by means of  conference
telephone  or similar  communications  equipment  by means of which all  persons
participating  in the meeting can hear each other and such  participation  shall
constitute presence in person at such meeting.

Section 7.        Conduct of Business.
                  --------------------

         At any meeting of the Board of Directors,  business shall be transacted
in such order and manner as the Board may from time to time  determine,  and all
matters shall be determined by the vote of a majority of the directors  present,
except as otherwise  provided  herein or required by law. Action may be taken by
the Board of Directors  without a meeting if all members thereof consent thereto
in  writing,  and the  writing  or  writings  are  filed  with  the  minutes  of
proceedings of the Board of Directors.

Section 8.        Powers.
                  -------

         The Board of  Directors  may,  except  as  otherwise  required  by law,
exercise  all such powers and do all such acts and things as may be exercised or
done by the  Corporation,  including,  without  limiting the  generality  of the
foregoing, the unqualified power:

                  (i)      To declare  dividends from time to time in accordance
with law;

                  (ii) To purchase or otherwise acquire any property,  rights or
privileges on such terms as it shall determine;
<PAGE>

                  (iii) To authorize the creation,  making and issuance, in such
form as it may determine,  of written  obligations of every kind,  negotiable or
non-negotiable,  secured  or  unsecured,  and  to do  all  things  necessary  in
connection therewith;

                  (iv)     To remove  any  officer  of the  Corporation  with or
without  cause,  and from time to time to  devolve  the powers and duties of any
officer upon any other person for the time being;

                  (v) To confer upon any officer of the Corporation the power to
appoint, remove and suspend subordinate officers, employees and agents;

                  (vi) To adopt  from time to time  such  stock,  option,  stock
purchase, bonus or other compensation plans for directors,  officers,  employees
and agents of the Corporation and its subsidiaries as it may determine;

                  (vii) To adopt from time to time such  insurance,  retirement,
and other benefit  plans for  directors,  officers,  employees and agents of the
Corporation and its subsidiaries as it may determine; and,

                  (viii)   To  adopt   from  time  to  time   regulations,   not
inconsistent  with  these  By-laws,  for  the  management  of the  Corporation's
business and affairs.

Section 9.        Compensation of Directors.
                  --------------------------

         Directors, as such, may receive, pursuant to resolution of the Board of
Directors,  fixed fees and other  compensation  for their services as directors,
including,  without  limitation,  their services as members of committees of the
Board of Directors.

Section 10.       Age of Directors.
                  -----------------

         No  person  who has  attained  seventy-five  (75)  years  of age may be
appointed or elected as a director of the Corporation.  This  restriction  shall
not apply to any person who was serving as a trustee of The Hudson City  Savings
Institution  immediately  prior  to  the  mutual-to-stock   conversion  of  such
institution.
<PAGE>
                                   ARTICLE III

                                   COMMITTEES

Section 1.        Committees of the Board of Directors.
                  -------------------------------------

         The  Board  of  Directors,  by a vote of a  majority  of the  Board  of
Directors,  may from time to time designate  committees of the Board,  with such
lawfully  delegable  powers and duties as it  thereby  confers,  to serve at the
pleasure of the Board and shall,  for those  committees and any others  provided
for  herein,  elect a director or  directors  to serve as the member or members,
designating, if it desires, other directors as alternate members who may replace
any absent or disqualified member at any meeting of the committee. Any committee
so designated  may exercise the power and authority of the Board of Directors to
declare a dividend, to authorize the issuance of stock or to adopt a certificate
of  ownership  and  merger  pursuant  to  Section  253 of the  Delaware  General
Corporation  Law  if  the  resolution   which  designated  the  committee  or  a
supplemental  resolution  of the Board of  Directors  shall so  provide.  In the
absence or  disqualification  of any member of any  committee  and any alternate
member in his or her place,  the member or members of the  committee  present at
the meeting and not disqualified  from voting,  whether or not he or she or they
constitute a quorum,  may by unanimous vote appoint  another member of the Board
of  Directors  to act at the meeting in the place of the absent or  disqualified
member.

Section 2.        Conduct of Business.
                  --------------------

         Each  committee  may  determine  the  procedural  rules for meeting and
conducting  its  business  and  shall  act in  accordance  therewith,  except as
otherwise  provided herein or required by law. Adequate  provision shall be made
for notice to members of all  meetings;  one-third  (1/3) of the  members  shall
constitute a quorum unless the committee shall consist of one or two members, in
which event one member  shall  constitute  a quorum;  and all  matters  shall be
determined by a majority vote of the members present. Action may be taken by any
committee  without a meeting if all members  thereof consent thereto in writing,
and the writing or writings  are filed with the  minutes of the  proceedings  of
such committee.

Section 3.        Nominating Committee.
                  ---------------------

         The Board of Directors may appoint a Nominating Committee of the Board,
consisting of not less than three  members,  one of which shall be the President
if,  and only so long as,  the  President  remains  in office as a member of the
Board of Directors.  The Nominating Committee shall have authority (i) to review
any  nominations for election to the Board of Directors made by a stockholder of
the  Corporation  pursuant to Section  6(c)(ii) of Article I of these By-laws in
order to  determine  compliance  with such By-law and (ii) to  recommend  to the
Whole Board  nominees for  election to the Board of  Directors to replace  those
directors whose terms expire at the annual meeting of stockholders next ensuing.
<PAGE>
                                   ARTICLE IV

                                    OFFICERS
Section 1.        Generally.
                  ----------

                  (a) The Board of Directors as soon as may be practicable after
the annual meeting of stockholders  shall choose a President,  a Secretary and a
Treasurer  and from time to time may choose  such other  officers as it may deem
proper.  The President  shall be chosen from among the directors.  Any number of
offices may be held by the same person.

                  (b) The term of office of all officers shall be until the next
annual  election of officers and until their  respective  successors are chosen,
but any officer may be removed from office at any time by the  affirmative  vote
of a majority of the authorized  number of directors then constituting the Board
of Directors.

                  (c) All officers  chosen by the Board of Directors  shall each
have such powers and duties as generally  pertain to their  respective  offices,
subject to the specific  provisions of this Article IV. Such officers shall also
have such powers and duties as from time to time may be  conferred  by the Board
of Directors or by any committee thereof.

Section 2.        President.
                  ----------

         The President shall be the chief executive  officer and, subject to the
control of the Board of Directors,  shall have general power over the management
and oversight of the administration and operation of the Corporation's  business
and general  supervisory power and authority over its policies and affairs.  The
President  shall see that all orders and  resolutions  of the Board of Directors
and of any committee thereof are carried into effect.
         Each meeting of the stockholders and of the Board of Directors shall be
presided  over by such officer as has been  designated by the Board of Directors
or, in his or her  absence,  by such officer or other person as is chosen at the
meeting.  The  Secretary or, in his or her absence,  the General  Counsel of the
Corporation or such officer as has been designated by the Board of Directors or,
in his or her  absence,  such officer or other person as is chosen by the person
presiding, shall act as secretary of each such meeting.

Section 3.        Vice President.
                  ---------------

         The Vice President or Vice Presidents, if any, shall perform the duties
of the President in the  President's  absence or during his or her disability to
act. In addition,  the Vice Presidents shall perform the duties and exercise the
powers usually incident to their respective offices and/or such other duties and
powers  as may be  properly  assigned  to them from time to time by the Board of
Directors, the Chairman of the Board or the President.

Section 4.        Secretary.
                  ----------

         The  Secretary  or  an  Assistant  Secretary  shall  issue  notices  of
meetings,  shall  keep  their  minutes,  shall  have  charge of the seal and the
corporate books,  shall perform such other duties and exercise such other powers
as are usually  incident to such offices  and/or such other duties and powers as
are properly  assigned  thereto by the Board of  Directors,  the Chairman of the
Board or the President.
<PAGE>
Section 5.        Treasurer.
                  ----------

         The  Treasurer  shall have charge of all monies and  securities  of the
Corporation, other than monies and securities of any division of the Corporation
which has a treasurer or financial  officer appointed by the Board of Directors,
and shall keep regular books of account.  The funds of the Corporation  shall be
deposited in the name of the  Corporation  by the  Treasurer  with such banks or
trust  companies or other  entities as the Board of Directors  from time to time
shall  designate.  The Treasurer shall sign or countersign  such  instruments as
require his or her  signature,  shall  perform all such duties and have all such
powers as are  usually  incident to such  office  and/or  such other  duties and
powers as are  properly  assigned to him or her by the Board of  Directors,  the
Chairman  of the  Board or the  President,  and may be  required  to give  bond,
payable by the Corporation,  for the faithful  performance of his duties in such
sum and with such surety as may be required by the Board of Directors.

Section 6.        Assistant Secretaries and Other Officers.
                  -----------------------------------------

         The Board of Directors  may appoint one or more  assistant  secretaries
and one or more  assistants  to the  Treasurer,  or one  appointee  to both such
positions,  which  officers shall have such powers and shall perform such duties
as are  provided in these  By-laws or as may be assigned to them by the Board of
Directors, the Chairman of the Board or the President.

Section 7.        Action with Respect to Securities of Other Corporations.
                  --------------------------------------------------------

         Unless otherwise directed by the Board of Directors,  the President, or
any officer of the Corporation authorized by the President,  shall have power to
vote and otherwise act on behalf of the  Corporation,  in person or by proxy, at
any meeting of  stockholders of or with respect to any action of stockholders of
any  other  corporation  in  which  this  Corporation  may hold  securities  and
otherwise to exercise any and all rights and powers which this  Corporation  may
possess by reason of its ownership of securities in such other Corporation.
<PAGE>
                                    ARTICLE V

                                      STOCK

Section 1.        Certificates of Stock.
                  ----------------------

         Each  stockholder  shall be entitled to a certificate  signed by, or in
the name of the Corporation  by, the President or a Vice  President,  and by the
Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer,
certifying  the  number  of  shares  owned  by  him  or  her.  Any or all of the
signatures on the certificate may be by facsimile.

Section 2.        Transfers of Stock.
                  -------------------

         Transfers  of stock shall be made only upon the  transfer  books of the
Corporation  kept  at  an  office  of  the  Corporation  or by  transfer  agents
designated to transfer  shares of the stock of the  Corporation.  Except where a
certificate  is  issued  in  accordance  with  Section  4 of  Article V of these
By-laws,  an outstanding  certificate for the number of shares involved shall be
surrendered for cancellation before a new certificate is issued therefore.

Section 3.        Record Date.
                  ------------

         In order that the Corporation may determine the  stockholders  entitled
to notice of or to vote at any meeting of stockholders, or to receive payment of
any dividend or other distribution or allotment of any rights or to exercise any
rights in respect of any  change,  conversion  or  exchange  of stock or for the
purpose of any other  lawful  action,  the Board of  Directors  may fix a record
date,  which  record  date shall not  precede  the date on which the  resolution
fixing the record date is adopted  and which  record date shall not be more than
60 nor less than ten days  before the date of any meeting of  stockholders,  nor
more  than 60 days  prior  to the time for such  other  action  as  hereinbefore
described;  provided,  however,  that if no record date is fixed by the Board of
Directors, the record date for determining stockholders entitled to notice of or
to vote at a meeting of  stockholders  shall be at the close of  business on the
day next preceding the day on which notice is given or, if notice is waived,  at
the close of business on the day next  preceding the day on which the meeting is
held,  and,  for  determining  stockholders  entitled to receive  payment of any
dividend or other  distribution or allotment of rights or to exercise any rights
of change,  conversion or exchange of stock or for any other purpose, the record
date  shall  be at the  close  of  business  on the day on  which  the  Board of
Directors adopts a resolution relating thereto.
         A  determination  of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

Section 4.        Lost, Stolen or Destroyed Certificates.
                  ---------------------------------------

         In the event of the loss,  theft or destruction  of any  certificate of
stock,  another may be issued in its place  pursuant to such  regulations as the
Board  of  Directors  may  establish  concerning  proof of such  loss,  theft or
destruction  and  concerning  the  giving  of a  satisfactory  bond or  bonds of
indemnity.

Section 5.        Regulations.
                  ------------

         The issue,  transfer,  conversion and  registration  of certificates of
stock shall be governed by such other  regulations as the Board of Directors may
establish.

<PAGE>
                                   ARTICLE VI

                                     NOTICES
Section 1.        Notices.
                 --------

         Except as otherwise  specifically  provided  herein or required by law,
all notices required to be given to any stockholder, director, officer, employee
or agent shall be in writing and may in every instance be  effectively  given by
hand delivery to the recipient  thereof,  by depositing such notice in the mail,
postage  paid,  by sending  such  notice by prepaid  telegram  or mailgram or by
sending such notice by facsimile machine or other electronic  transmission.  Any
such notice shall be addressed to such stockholder,  director, officer, employee
or agent at his or her last known  address  as the same  appears on the books of
the  Corporation.  The time when such notice is received,  if hand  delivered or
dispatched,  if  delivered  through  the mail,  by  telegram  or  mailgram or by
facsimile  machine or other  electronic  transmission,  shall be the time of the
giving of the notice.

Section 2.        Waivers.
                  --------

         A written  waiver of any  notice,  signed by a  stockholder,  director,
officer,  employee or agent,  whether  before or after the time of the event for
which notice is to be given,  shall be deemed  equivalent to the notice required
to be given to such stockholder,  director,  officer, employee or agent. Neither
the  business nor the purpose of any meeting need be specified in such a waiver.
<PAGE>
                                   ARTICLE VII

                                  MISCELLANEOUS

Section 1.        Facsimile Signatures.
                  ---------------------

         In addition to the provisions for use of facsimile signatures elsewhere
specifically authorized in these By-laws, facsimile signatures of any officer or
officers of the  Corporation may be used whenever and as authorized by the Board
of Directors or a committee thereof.

Section 2.        Corporate Seal.
                  ---------------

         The Board of Directors may provide a suitable seal, containing the name
of the Corporation,  which seal shall be in the charge of the Secretary.  If and
when so directed by the Board of Directors or a committee thereof, duplicates of
the seal may be kept and used by the  Treasurer or by an Assistant  Secretary or
Assistant Treasurer.

Section 3.        Reliance upon Books, Reports and Records.
                  -----------------------------------------

         Each director,  each member of any committee designated by the Board of
Directors,  and each officer of the Corporation shall, in the performance of his
or her  duties,  be fully  protected  in relying in good faith upon the books of
account or other records of the Corporation and upon such information, opinions,
reports or  statements  presented to the  Corporation  by any of its officers or
employees,  or  committees  of the Board of Directors so  designated,  or by any
other person as to matters  which such director or committee  member  reasonably
believes are within such other person's  professional  or expert  competence and
who has been selected with reasonable care by or on behalf of the Corporation.

Section 4.        Fiscal Year.
                  ------------

         The fiscal  year of the  Corporation  shall be as fixed by the Board of
Directors.

Section 5.        Time Periods.
                  -------------

         In applying any provision of these  By-laws which  requires that an act
be done or not be done a  specified  number of days prior to an event or that an
act be done  during a period of a  specified  number of days  prior to an event,
calendar  days shall be used,  the day of the doing of the act shall be excluded
and the day of the event shall be included.
<PAGE>
                                  ARTICLE VIII

                                   AMENDMENTS

         The By-laws of the Corporation  may be adopted,  amended or repealed as
provided  in  Article  SEVENTH  of  the  Certificate  of  Incorporation  of  the
Corporation.