BYLAWS

of

THE GILLETTE COMPANY

As Amended October 15, 1998


ARTICLE I

Certificate of Incorporation - Offices

The name and the nature of the business or purposes of the corporation and
the location of its registered office shall be as set forth in its certificate
of incorporation. The corporation may also have offices in such other places as
the board of directors may from time to time determine or the business of the
corporation may require. These bylaws shall be subject to all requirements and
provisions of law applicable to the corporation and to all requirements and
provisions of the certificate of incorporation. In these bylaws, references to
the certificate of incorporation mean the provisions of the certificate of
incorporation (as that term is defined in the General Corporation Law of the
State of Delaware) of the corporation as from time to time in effect, and
reference to these bylaws or to any requirement or provisions of law means these
bylaws or such requirement or provision of law as from time to time in effect.


ARTICLE II

Annual Meeting

The annual meeting of the stockholders for the election of directors and
for the transaction of such other business as may properly come before the
meeting shall be held at the office of the corporation in Delaware or at the
office of the corporation in Boston, Massachusetts, or at such other place
within or without the State of Delaware as may be specified by resolution of the
board of directors or by a writing filed with the secretary signed by the chief
executive officer or by a majority of the directors at the hour stated in the
notice of meeting on the third Thursday of April in each year, if it be not a
legal holiday, and, if it be a legal holiday at the place where the meeting is
to be held, then at the same hour on the next succeeding day which is not a
Saturday or Sunday and not a legal holiday. Purposes for which the annual
meeting is to be held additional to those prescribed by law, by the certificate
of incorporation and by these bylaws may be specified by resolution of the board
of directors or by a writing filed with the secretary signed by the chief
executive officer or by a majority of the directors. If the election of
directors shall not be held on the day above designated for the annual meeting,
the board of directors shall cause the election to be held as soon thereafter as
conveniently may be, at a special meeting of the stockholders called for the
purpose of holding such election.

At an annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting. To be properly
brought before an annual meeting, business must be (a) specified in the notice
of meeting (or any supplement thereto) given by or at the direction of the Board
of Directors, (b) otherwise properly brought before the meeting by or at the
direction of a majority of the total number of directors which the corporation
would have if there were no vacancies, or (c) otherwise properly requested to be
brought before the meeting by a stockholder. For business to be properly
requested to be 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 to or
mailed (including electronic mail) and received at the principal executive
offices of the corporation, not less than 45 days, in the current year, prior to
the date on which the corporation first mailed or electronically delivered its
proxy materials for the prior year's annual meeting of the stockholders;
provided, however, that in the event that the date of the meeting is not
publicly announced by the corporation by mail (including electronic mail), press
release, filings with the Securities and Exchange Commission or otherwise, more
than 55 days, in the current year, before the date on which the corporation
first mailed or electronically delivered its proxy materials for the prior
year's annual meeting of stockholders, notice by the stockholder to be timely
must be delivered to or mailed (including electronic mail) and received at the
principal executive offices of the corporation not later than the close of
business on the tenth day following the day on which such announcement of the
date of the meeting was made. A stockholder's notice to the secretary shall set
forth as to each matter the stockholder proposes to bring before the annual
meeting (a) 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, (b) the name and address, as they appear on the corporation's books, of
the stockholder proposing such business, (c) the class and number of shares of
the corporation which are beneficially owned by the stockholder, and (d) any
material interest of the stockholder in such business. Notwithstanding anything
in these bylaws to the contrary, no business shall be conducted at an annual
meeting except in accordance with the procedures set forth in this Article II.
The chairman of an annual meeting shall, if the facts warrant, determine and
declare to the meeting that the business was not properly brought before the
meeting in accordance with the provisions of this Article II, and if he should
so determine, he shall so declare to the meeting any such business not properly
brought before the meeting shall not be transacted.


ARTICLE III

Special Meetings of Stockholders

Special meetings of the stockholders may be held either within or without
the State of Delaware, at such time and place and for such purposes as shall be
specified in a call for such meeting made by resolution of the board of
directors or by a writing filed with the secretary signed by the chief executive
officer or by a majority of the directors.


ARTICLE IV

Notice of Stockholders' Meetings

Except where some other notice is required by law or by the certificate of
incorporation, a written or printed notice of each meeting of stockholders,
stating the place, day and hour thereof and the purposes for which the meeting
is called, shall be given by or under the direction of the secretary, not less
than ten nor more than sixty days before the date fixed for such meeting, to
each stockholder entitled to vote at such meeting and to each stockholder who,
by law or the certificate of incorporation or these bylaws, is entitled to
notice thereof by leaving such notice with the stockholder or at such
stockholder's residence or usual place of business or by depositing such notice
in the United States mail, postage prepaid, addressed to such stockholder at the
address carried on the books of the corporation. In case of the death, absence,
incapacity or refusal of the secretary, such notice may be given by a person
designated either by the secretary or by the person or persons calling the
meeting or by the board of directors. Every stockholder shall for all purposes
be deemed to have received notice of a meeting in due season if such stockholder
shall be present or represented by proxy at such meeting or shall in writing
waive such notice before or after the meeting. If a meeting is adjourned to
another time or place, notice need not be given of the adjourned meeting if the
time and place are announced at the meeting at which the adjournment is taken,
except that if the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at said adjourned meeting and to each stockholder who, by law or the
certificate of incorporation or these bylaws, is entitled to notice thereof, in
the same manner as would the original notice of any meeting be given.


ARTICLE V

Nomination of Director Candidates

     Subject to the  rights of holders of any class or series of stock  having a
preference  over  the  common  stock  as  to  dividends  or  upon   liquidation,
nominations  for the election of directors may be made by the Board of Directors
or a  committee  appointed  by the  Board  of  Directors  or by any  stockholder
entitled  to  vote  in  the  election  of  directors  generally.   However,  any
stockholder entitled to vote in the election of directors generally may nominate
one or more  persons for  election as  director(s)  at a meeting only if written
notice of such  stockholder's  intent to make such nomination or nominations has
been  received  by the  secretary  of the  corporation  not less than 60 days in
advance of such meeting;  provided,  however, that in the event that the date of
the meeting was not publicly announced by the corporation by mail, press release
or otherwise more than 70 days prior to the meeting,  notice by the  stockholder
to be timely must be delivered to the  secretary  of the  corporation  not later
than the close of  business  on the tenth day  following  the day on which  such
announcement of the date of the meeting was communicated to  stockholders.  Each
such notice  shall set forth:  (a) the name and address of the  stockholder  who
intends to make the nomination and of the person or persons to be nominated; (b)
a  representation  that the  stockholder  is a holder  of record of stock of the
corporation  entitled to vote for the  election of directors on the date of such
notice and  intends to appear in person or by proxy at the  meeting to  nominate
the  person  or  persons  specified  in the  notice;  (c) a  description  of all
arrangements or understandings  between the 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 the  stockholder;  (d) such other
information  regarding  each nominee  proposed by such  stockholder  as would be
required to be included in a proxy  statement  filed pursuant to the proxy rules
of the Securities and Exchange  Commission,  had the nominee been nominated,  or
intended  to be  nominated  by the Board of  Directors;  (e) the consent of each
nominee to serve as a  director  of the  corporation  if so  elected;  and (f) a
certification  that each nominee  meets the  qualifications  prescribed in these
Bylaws.

     In the event that a person is validly designated as a nominee in accordance
with the  preceding  paragraph  of this Article V, and shall  thereafter  become
unable or unwilling to stand for election to the Board of  Directors,  the Board
of Directors or the stockholder  who proposed such nominee,  as the case may be,
may designate a substitute nominee upon delivery, not fewer than five days prior
to the date of the meeting for the election of such nominee, of a written notice
to the  secretary  setting  forth such  information  regarding  such  substitute
nominee as would have been required to be delivered to the secretary pursuant to
the  preceding  paragraph  of this  Article V had such  substitute  nominee been
initially  proposed as a nominee.  Such notice shall include a signed consent to
serve as a director  of the  corporation,  if elected,  of each such  substitute
nominee.

     In the event that a nominee  should  become unable to stand for election to
the Board of Directors  prior to the meeting and notice of a substitute  nominee
cannot be  furnished as provided by the  foregoing,  the chairman of the meeting
may,  but shall not be required  to,  adjourn the meeting so as to provide  such
additional  time as may be reasonably  necessary to permit the  designation of a
substitute  nominee and the provision of a notice to the secretary,  as provided
by the  foregoing,  a minimum  of five  days  prior to the  reconvening  of such
meeting.

     If the  chairman of the meeting for the  election of  directors  determines
that a nomination  of any  candidate  for election as a director at such meeting
was not made in  accordance  with the  applicable  provisions of this Article V,
such nomination shall be void; provided, however, that nothing in this Article V
shall be deemed to limit any  voting  rights  upon the  occurrence  of  dividend
arrearages  provided to holders of  Preferred  Stock  pursuant to the  Preferred
Stock Designation for any series of Preferred Stock.


<PAGE>

ARTICLE VI

Quorum of Stockholders

     Except as otherwise  provided by law, the certificate of  incorporation  or
these  bylaws,  at any meeting of the  stockholders  thirty-three  and one third
percent in interest of all stock  issued and  outstanding  and  entitled to vote
upon a question to be considered  at the meeting  shall  constitute a quorum for
the consideration of such question,  but a less interest may adjourn any meeting
from time to time,  and the meeting  may be held as  adjourned  without  further
notice, except as otherwise required by law, the certificate of incorporation or
these  bylaws.  When a quorum is present at any  meeting,  except where a larger
vote is  required  by law,  by the  certificate  of  incorporation,  or by these
bylaws,  a plurality  of the votes  properly  cast for  election to office shall
elect to such  office,  and a  majority  of the  votes  properly  cast  upon any
question other than an election to office shall decide such question.


ARTICLE VII

Proxies and Voting

     Except as  otherwise  provided in the  certificate  of  incorporation,  and
subject to the  provisions of Article XII of these bylaws,  each  stockholder of
record shall at every  meeting of the  stockholders  be entitled to one vote for
each share of the capital stock held by such stockholder.  Stockholders entitled
to vote at a meeting  of  stockholders  or to  express  consent  or  dissent  to
corporate  action in writing may authorize  another person or persons to act for
them by proxy,  but no proxy shall be voted or acted upon after three years from
its date, unless said proxy provides for a longer period.  Persons holding stock
in a  fiduciary  capacity  shall be  entitled  to vote the  shares so held,  and
persons whose stock is pledged shall be entitled to vote, unless in the transfer
by the  pledgors  on the books of the  corporation  they  shall  have  expressly
empowered  the pledgees to vote  thereon,  in which case only the  pledgees,  or
their proxies, may represent said stock and vote thereon.

     If the shares stand of record in the names of two or more persons,  whether
fiduciaries, members of a partnership, joint tenants, tenants in common, tenants
by the entirety or otherwise,  or if two or more persons have the same fiduciary
relationship respecting the same shares, unless the secretary of the corporation
is given  written  notice to the contrary  and is  furnished  with a copy of the
instrument or order appointing them or creating the  relationship  wherein it is
so provided, their acts with respect to voting shall have the following effect:

(1) If only one votes, that act binds all;

(2) If more than one vote, the act of the majority so voting binds all;

     (3) If more than one vote,  but the vote is evenly split on any  particular
matter, each faction may vote the securities in quesion  proportionally,  or any
person voting the shares,  or a  beneficiary,  if any, may apply to the Court of
Chancery of the State of  Delaware or such other court as may have  jurisdiction
to appoint an  additional  person to act with the  persons so voting the shares,
which shall then be voted as  determined  by a majority of such  persons and the
person  appointed by the Court.  If the  instrument so filed shows that any such
tenancy is held in unequal interests,  a majority or even-split for the purposes
of these bylaws shall be a majority or even-split in interest.

     In case of the death,  bankruptcy,  minority  or mental  incapacity  of any
stockholder the person entitled to transfer such  stockholder's  shares shall be
entitled to vote in respect of such shares,  and if there shall be more than one
such  person,  the  right to vote  shall be the same as if the  shares  stood of
record in the names of two or more persons,  as provided  above. A vote given in
accordance with a proxy shall be valid notwithstanding the previous death of the
stockholder  or  revocation  of the proxy unless  information  in writing of the
death or revocation shall have been previously  received by the secretary of the
corporation.  Shares of the capital  stock of the  corporation  belonging to the
corporation shall not be voted, directly or indirectly,  provided, however, that
this sentence shall not be construed as limiting the right of the corporation to
vote stock held by it in a fiduciary capacity.

     The  secretary  shall  prepare  and make,  at least ten days  before  every
meeting of stockholders, a complete list of the stockholders entitled to vote at
said  meeting,  arranged in  alphabetical  order and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open,  at the place  where  said  meeting is to be held or at
such  other  place  in the  city  where  such  meeting  is to be  held as may be
specified in the notice of the meeting,  for a period of at least ten days,  for
the examination of any stockholder,  for any purpose germane to the meeting, and
during ordinary  business hours,  and shall be produced and kept at the time and
place  of the  meeting  during  the  whole  time  thereof,  and  subject  to the
inspection of any stockholder who may be present.  The stock ledger shall be the
only evidence as to who are stockholders entitled to examine the stock ledger or
such list, or to vote in person or by proxy at such meeting,  or, subject to the
provisions of Article  XXVIII of these bylaws,  to inspect the accounts or books
of the corporation.


ARTICLE VIII

Action by Written Consent

     Any action required by the General Corporation Law of the State of Delaware
to be  taken  at any  annual  or  special  meeting  of the  stockholders  of the
corporation,  or any action which may be taken at any annual or special  meeting
of such  stockholders  in accordance  with these bylaws and the  certificate  of
incorporation,  as amended, of the corporation,  may be taken without a meeting,
without  prior  notice and without a vote,  if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock  having not less than the minimum  number of votes that would be necessary
to  authorize  or take such action at a meeting at which all shares  entitled to
vote thereon were present and voted and shall be delivered to the corporation by
delivery to its registered office in the State of Delaware,  its principal place
of business,  or an officer or agent of the  corporation  having  custody of the
book in which  proceedings of meetings of  stockholders  are recorded.  Delivery
made to the corporation's  registered office shall be by hand or by certified or
registered mail, return receipt requested.

     In order that the  corporation may determine the  stockholders  entitled to
consent to corporate action in writing without a meeting, the board of directors
may fix a record  date,  which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the board of directors,  and
which  date  shall  not be more  than ten days  after  the date  upon  which the
resolution  fixing the record  date is  adopted by the board of  directors.  Any
stockholder  of  record  seeking  to have  the  stockholders  authorize  or take
corporate  action by written  consent shall, by written notice to the secretary,
request the Board of  Directors  to fix a record  date.  The Board of  Directors
shall  promptly,  but in all events within ten (l0) days after the date on which
such a request is  received,  adopt a resolution  fixing the record date.  If no
record  date has been  fixed by the  board of  directors,  the  record  date for
determining  stockholders  entitled  to consent to  corporate  action in writing
without a meeting, when no prior action by the board of directors is required by
law, shall be the first date on which a signed written consent setting forth the
action  taken or  proposed  to be  taken  is  delivered  to the  corporation  in
accordance  with this  bylaw.  If no record  date has been fixed by the board of
directors  and prior  action by the board of  directors  is required by law, the
record date for determining stockholders entitled to consent to corporate action
in writing  without a meeting  shall be at the close of  business  on the day on
which the board of directors adopts the resolution taking such prior action.

     Every written consent shall bear the date of signature of each  stockholder
who signs the  consent and no written  consent  shall be  effective  to take the
corporate  action  referred to therein  unless,  within sixty days of the record
date,  as  determined  in  paragraph  two above,  written  consents  signed by a
sufficient  number of holders to take action are delivered to the corporation by
delivery to its registered office in the State of Delaware,  its principal place
of business,  or an officer or agent of the  corporation  having  custody of the
book in which  proceedings of meetings of  stockholders  are recorded.  Delivery
made to the corporation's  registered office shall be by hand or by certified or
registered mail, return receipt requested.

     Upon receipt by the  corporation  in  accordance  with this Article VIII of
written  consents  which  purport to be signed by holders of  outstanding  stock
having not less than the  minimum  number of votes that  would be  necessary  to
authorize or take the action set forth in such written  consents at a meeting at
which  all  shares  entitled  to  vote  thereon  were  present  and  voted,  the
corporation  shall  cause  such  written  consents  to  be  reviewed  (with  all
reasonable speed) by duly qualified and objective  inspectors to be appointed by
the  board  of  directors  of the  corporation.  Such  review  shall  be made to
determine  the  sufficiency  of  such  written  consents,   including,   without
limitation,  the  compliance of such written  consents with these bylaws and the
General  Corporation  Law of the State of Delaware.  If, upon completion of such
review,  the inspectors  determine that such written  consents are sufficient to
take the action or actions set forth therein  without a meeting,  such action or
actions shall thereupon be immediately  effective.  In the event that the number
of consents is determined by the inspectors to be inadequate and thereafter, but
within the  period  provided  by this  Article  VIII,  additional  consents  are
delivered  to  the  corporation  in  accordance  with  this  Article  VIII,  the
corporation  shall  cause  such  additional  consents  to  be  reviewed  by  the
inspectors  on the same  basis  as  though  such  additional  consents  had been
delivered and reviewed with the written consents which were previously reviewed.
If, upon completion of such  additional  review,  the inspectors  determine that
such  written  consents are  sufficient  to take the action or actions set forth
therein without a meeting, such action or actions shall thereupon be immediately
effective.


ARTICLE IX

Stock Certificates

     Every  holder  of stock in the  corporation  shall  be  entitled  to have a
certificate or  certificates  certifying  the number of shares such  stockholder
owns in the  corporation  signed by, or in the name of the  corporation  by, the
chairman of the board of directors, a vice chairman of the board of directors, a
president or a vice  president and the treasurer or an assistant  treasurer,  or
the secretary or an assistant  secretary of the  corporation.  Any of or all the
signatures on the  certificate may be facsimile.  In case any officer,  transfer
agent, or registrar who has signed or whose facsimile  signature has been placed
upon a certificate  shall have ceased to be such  officer,  transfer  agent,  or
registrar before such certificate is issued, it may be issued by the corporation
with the same effect as if such person were such  officer,  transfer  agent,  or
registrar at the date of issue. In case any  certificate  shall be alleged to be
lost or destroyed or mutilated, a new certificate may be issued in place thereof
upon reasonable  evidence of the loss or destruction or mutilation and upon such
indemnity,  if any, as the board of directors  shall  require.  Certificates  of
stock shall be in such form as shall in conformity  with law be prescribed  from
time to time by the board of directors.


ARTICLE X

Transfers of Stock

     Subject  to  the  restrictions,  if  any,  imposed  by the  certificate  of
incorporation,  title to a  certificate  of stock and to the shares  represented
thereby  shall be  transferred  only by  delivery  of the  certificate  properly
endorsed, or by delivery of the certificate  accompanied by a written assignment
of the same,  or a written  power of attorney to sell,  assign,  or transfer the
same or the shares represented thereby, properly executed; but, except as may be
otherwise  required  by law  or by  Article  XII of  these  bylaws,  the  person
registered on the stock ledger of the  corporation  as the owner of shares shall
have the  exclusive  right to receive  dividends  thereon and to vote thereon as
such owner, shall be held liable for such calls and assessments,  if any, as may
lawfully be made thereon,  and may in all respects be treated by the corporation
and its transfer agents and registrars,  if any, as the exclusive owner thereof.
The  corporation  shall not be bound to take notice of or  recognize  any trust,
charge or equity  affecting  any of the shares of the capital stock or recognize
any person as having any  interest  therein  except the person or persons  whose
name or names  appear on the  corporation's  stock  ledger as the legal owner or
owners  thereof.  It  shall  be the  duty  of the  stockholders  to  notify  the
corporation of their post office addresses.


ARTICLE XI

Acquisitions of Stock

     (a) The corporation shall not acquire any of its voting equity  securities,
as defined below,  at a price above the average market price,  as defined below,
of such  securities  from any person  who is the  beneficial  owner,  as defined
below, of more than three percent of the corporation's  voting equity securities
and has been such for less than two years,  unless such  acquisition is pursuant
to the same offer and terms as made to all holders of  securities  of such class
and to all holders of any other class from or into which such  securities may be
converted.

     (b)  This  provision  shall  not  apply  to any  acquisition  that has been
approved by a vote of a majority of the shares entitled to vote, excluding those
owned by any such  beneficial  owner  any of whose  shares  are  proposed  to be
acquired pursuant to that vote.

     (c) This provision shall not restrict the corporation from: (1) reacquiring
shares in the open  market in  transactions  in which all  stockholders  have an
equal chance to sell their shares, and in number of shares that do not exceed in
any one day the daily average trading volume for the preceding three months; (2)
offering to acquire at market price all shares, but not less than all shares, of
any stockholder  owning less than 100 shares of common stock; or (3) reacquiring
shares  pursuant to the terms of a stock option plan that has been approved by a
vote of a majority of the common shares.

     (d) A person will be deemed to be the beneficial owner of any voting equity
security of which that person would be deemed the  beneficial  owner pursuant to
Rule 13d-3 under the  Securities  and Exchange  Act of 1934,  as amended (or any
successor rule or regulation).

     (e)  Average  market  price means the  weighted  average of sale prices for
shares  of the  subject  class of the  corporation's  voting  equity  securities
determined by (1)  multiplying  the closing sale prices of shares of the subject
class of the  corporation's  voting stock as reported on the Composite  Tape for
New York Stock Exchange-listed  stocks for each of the ten full trading sessions
immediately  preceding the earlier of the first public  announcement  of, or the
signing of a definitive  agreement for, a purchase of the  corporation's  voting
equity  securities  by the  number of shares of such  voting  equity  securities
traded during each respective trading session,  (2) adding the products of these
multiplications,  and (3)  dividing the sum by the total number of shares of the
corporation's voting equity securities traded during that period.

     (f) Voting equity  securities of the  corporation  means equity  securities
issued from time to time by the corporation which by their terms are entitled to
be voted generally in the election of the directors or similar  officials of the
corporation.


ARTICLE XII

Record Date

     In order that the  corporation may determine the  stockholders  entitled to
notice of or to vote at any meeting of stockholders or any adjournment  thereof,
or  entitled  to  receive  payment  of any  dividend  or other  distribution  or
allotment  of any rights,  or entitled to exercise  any rights in respect of any
change,  conversion  or exchange of stock or for the purpose of any other lawful
action, except action by shareholder consent, the board of directors may fix, in
advance,  a record  date,  which  shall not be more than sixty nor less than ten
days (or such  longer  period as may be required by law) before the date of such
meeting,  nor more than sixty days prior to any other  action,  and in such case
such  stockholders and only such stockholders as shall be stockholders of record
on the date so fixed  shall be  entitled to such notice of, and to vote at, such
meeting,  or to  receive  payment of such  dividend,  or other  distribution  or
allotment  of rights,  or to exercise  such  rights,  or for the purpose of such
other lawful action,  except action by stockholder  consent, as the case may be,
notwithstanding any transfer of any stock on the stock ledger of the corporation
after such record date fixed as aforesaid.

     If no  record  date is  fixed,  as  provided  above,  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 the record date
for determining stockholders for any other purpose, except action by stockholder
consent,  shall be at the  close of  business  on the day on which  the board of
directors   adopts  the  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.


<PAGE>

ARTICLE XIII

The Board of Directors

     Directors  need  not be  stockholders.  No  director  shall be  elected  or
reelected  who shall have attained the age of seventy prior to or on the date of
such  election  or  reelection.  No  director  who shall have been an officer or
employee of the  corporation,  other than a chief  executive  officer or a chief
operating  officer,  shall be  elected  or  reelected  if he or she  shall  have
attained the age of sixty-five or if his or her employment  with the corporation
shall have terminated prior to or on the date of such election or reelection.

     The Board of Directors  shall  consist of not less than seven nor more than
fifteen  directors,  the exact number of directors to be determined from time to
time by resolution adopted by affirmative vote of a majority of the entire Board
of Directors.  The  directors  shall be divided into three  classes,  designated
Class I, Class II and Class III. Each class shall  consist,  as nearly as may be
possible, of one-third of the total number of directors  constituting the entire
Board  of  Directors.  At the  1986  Annual  Meeting  of  Stockholders,  Class I
directors  shall be  elected  for a  one-year  term,  Class II  directors  for a
two-year term and Class III directors for a three-year  term. At each succeeding
annual meeting of  stockholders,  beginning in 1987,  successors to the class of
directors  whose term  expires at that  annual  meeting  shall be elected  for a
three-year term. If the number of directors is changed, any increase or decrease
shall be apportioned among the classes so as to maintain the number of directors
in each class as nearly equal as possible,  and any  additional  director of any
class elected to fill a vacancy  resulting  from an increase in such class shall
hold  office  for a term that shall  coincide  with the  remaining  term of that
class,  but in no case will a decrease  in the number of  directors  shorten the
term of any incumbent  director.  A director  shall hold office until the annual
meeting  for the year in which  that  director's  term  expires  and until  that
director's  successor shall be elected and shall qualify,  subject,  however, to
prior death, resignation,  retirement,  disqualification or removal from office.
Any  vacancy  on the  Board of  Directors  may be filled  by a  majority  of the
directors  then in office,  although less than a quorum,  or by a sole remaining
director.  Any director elected to fill a vacancy not resulting from an increase
in the number of directors shall have the same remaining term as that director's
predecessor.  Notwithstanding  the foregoing,  whenever the holder of any one or
more classes or series of preferred stock issued by the  corporation  shall have
the right, voting separately by class or series, to elect directors at an annual
or special meeting of stockholders,  the election, term of office, voting powers
and other attributes of such directorships  shall be governed by the resolutions
of the Board of Directors  creating that class or series,  and such directors so
elected  shall not be divided  into  classes  pursuant  to this  Article  unless
expressly provided by such resolutions.


<PAGE>

ARTICLE XIV

Powers of the Board of Directors

     The business of the corporation  shall be managed by the board of directors
which shall have and may exercise all the powers of the corporation  except such
as are expressly  conferred upon the  stockholders by law, by the certificate of
incorporation or by these bylaws,  except as in the certificate of incorporation
otherwise provided.


ARTICLE XV

Meetings of the Board of Directors

     The board of directors  may hold  meetings and have one or more offices and
keep the books of the  corporation  within or without  the State of  Delaware in
such place or places as may from time to time be determined by a majority of the
entire board of  directors.  A regular  meeting of the board of directors may be
held without call or formal  notice  immediately  after and at the same place as
the  annual  meeting  of  the  stockholders,  or  any  special  meeting  of  the
stockholders at which a board of directors is elected.

     Special  meetings of the board of directors may be held at any place either
within or without the State of Delaware at any time when called by a majority of
the board of directors,  the chairman of the board of directors,  the president,
treasurer or  secretary,  reasonable  notice of the time and place thereof being
given to each director. A waiver of such notice in writing, signed by the person
or persons  entitled  to said  notice,  whether  before or after the time stated
therein,  shall be deemed  equivalent to such notice. No notice of any adjourned
meeting of the board of  directors  shall be  required.  In any case it shall be
deemed  sufficient  notice to the directors to send notice in writing (which may
include electronic facsimile), at least twenty-four hours before the meeting, to
them at their usual or last known business or residence addresses.  With respect
to any  meeting  of the board of  directors  other  than a  regularly  scheduled
meeting,  reasonable  efforts  shall be made also to give notice by telephone at
least  twenty-four  hours before the meeting and,  upon request of any director,
reasonable  efforts shall be made to enable such director to  participate in the
meeting by telephone.


ARTICLE XVI

Quorum of the Board of Directors

     Except during the existence of a national emergency, or except as otherwise
required by law, the certificate of incorporation or these bylaws, a majority of
the total number of  directors,  but in no case less than two  directors,  shall
constitute a quorum for the transaction of all business. During the existence of
a  national  emergency,   two  directors  shall  constitute  a  quorum  for  the
transaction  of all  business.  A lesser  number  than a quorum may  adjourn any
meeting  from time to time,  and the  meeting may be held as  adjourned  without
further  notice.  When a quorum is present  at any  meeting,  a majority  of the
directors in attendance thereat shall, except where a larger vote is required by
law, by the certificate of incorporation or by these bylaws, decide any question
brought  before such meeting.  A "national  emergency" for the purposes of these
bylaws shall include any emergency resulting from an attack on the United States
or on a locality in which the  corporation  conducts its business or customarily
holds  meetings of the board of  directors  or the  stockholders,  or during any
nuclear or atomic disaster or during the existence of any catastrophe,  or other
similar emergency condition and shall terminate for the purposes of these bylaws
either upon the cessation of active  hostilities or such other event or upon the
due adoption by the  stockholders  at an annual meeting or at a special  meeting
called for the purpose of a resolution  declaring  such  termination,  whichever
shall first  occur.  Nothing in this Article XVI shall be exclusive of any other
provisions  for  emergency  powers which may be from time to time adopted by the
corporation.


ARTICLE XVII

Committees of the Board of Directors

     There  shall  be  four  standing  committees  of the  board  of  directors,
identified  as  the  executive  committee,  the  audit  committee,  the  finance
committee, and the personnel committee. In addition, the board of directors may,
pursuant to the procedures  hereinafter outlined in this Article XVII, from time
to  time  create  such  additional  committees  as  it  may  deem  necessary  or
appropriate.  All  committees  shall  have only such  powers  and  duties as are
hereinafter  described  and as may  specifically  from  time to time be voted by
resolution of a majority of the whole board of directors.

     The board of  directors  may,  by  resolution  adopted by a majority of the
whole board, (a) designate,  change the membership of or terminate the existence
of any committee or committees,  each committee to consist of two or more of the
directors;  (b) designate one or more directors as alternate members of any such
committee  who may replace any absent or  disqualified  member at any meeting of
the committee;  and (c) determine the extent to which each such committee  shall
have and may exercise the powers of the board of directors in the  management of
the business and affairs of the  corporation,  including  the power to authorize
the seal of the corporation to be affixed to all papers which may require it.


<PAGE>

ARTICLE XVIII

The Executive Committee

     The  executive  committee  shall  consist  of such  members of the board of
directors as the board shall from time to time  determine,  including ex officio
the chief  executive  officer  of the  corporation.  No  elective  member of the
executive committee shall be an employee of the corporation,  with the exception
of the chairman of the committee, who may be an employee of the corporation.  In
no event shall a majority of the members of the executive committee be employees
of the  corporation.  The members and the  chairman of the  executive  committee
shall be elected annually by resolution  passed by a majority of the whole board
of directors at its first meeting  following the annual meeting of  stockholders
or at any other time.  The members  shall hold office until the first meeting of
the board of directors following the next annual meeting of the stockholders and
until their  successors  are  respectively  elected and qualified or until their
earlier resignation, removal or death.

     The   executive   committee   shall  be   available   to  review  and  make
recommendations  to the board of  directors  with  respect to various  corporate
matters  including  (i) the nature of the business and its existing  components,
and the  strategies  for their  growth;  (ii) plans for the  addition of product
lines, whether developed internally or through acquisition;  (iii) plans for the
elimination  of  product  lines;  (iv) the  potential  impact  of major  outside
influences  on the  business;  (v) plans  for  succession  to senior  management
positions;  and (vi) the  distribution  of the  ownership  of the  corporation's
shares and the corporation's  program for shareholder  relations.  The executive
committee shall bring to the board of directors,  for its review,  consideration
and appropriate  action, all such matters which are of major significance to the
existing operation of the business and its future.

     The  executive  committee  shall also  recommend  to the board of directors
nominees for election or reelection  as directors;  and it shall review and make
recommendations  to the board of  directors  with  respect  to the  composition,
responsibilities,  organization and procedures of the board of directors and its
committees.

     Meetings of the executive  committee  shall be held at such times as may be
requested by the chief  executive  officer or by the  chairman of the  executive
committee,  but normally no fewer than four times each  calendar  year. At least
once each calendar year, at a time  designated by the chief  executive  officer,
the executive  committee  shall  conduct an overall  review of the major matters
within the scope of its responsibilites. Reasonable notice of all meetings shall
be given by the secretary. A majority shall constitute a quorum of the executive
committee.  A majority of the committee in attendance  shall decide any question
brought before any meeting of the committee.


<PAGE>

ARTICLE XIX

The Audit Committee

     The audit committee shall consist of such members of the board of directors
as the board  shall  from  time to time  determine,  no one of whom  shall be an
employee of the corporation. The members and the chairman of the audit committee
shall be elected annually by resolution  passed by a majority of the whole board
of directors at its first meeting  following the annual meeting of  stockholders
or at any other time.  The members  shall hold office until the first meeting of
the board of directors following the next annual meeting of the stockholders and
until their  successors  are  respectively  elected and qualified or until their
earlier resignation, removal or death.

     The  audit  committee  shall  review  with  the  corporation's  independent
auditors the results of their  examination  of the  financial  operations of the
corporation  and  shall  make  recommendations  to the board of  directors  with
respect thereto. It shall also review annually the corporation's  internal audit
function.  In addition,  the committee  shall  review,  at least  annually,  the
performance of the corporation's  pension fund managers and make recommendations
as to the  adequacy  of such  management  and  shall  satisfy  itself  that  the
corporation's  pension  fund is operated in accord with legal  requirements  and
sound financial principles.

     The chief executive officer,  although not a member of the audit committee,
shall  receive  notice of and  shall  customarily  attend  all  meetings  of the
committee,  except that the  committee  may at its  discretion  elect to meet in
executive  session without the presence of the chief executive  officer or other
corporate  officers and shall so meet at least once each  calendar year with the
corporation's  independent  auditors to review their report on the  operation of
the business.

     Meetings  of the  audit  committee  shall  be held at such  times as may be
requested by the chief executive  officer,  the chairman of the committee or any
member of the  committee,  but normally no fewer than three times each  calendar
year.  Reasonable  notice of all  meetings  shall be given by the  secretary.  A
majority  shall  constitute a quorum of the audit  committee.  A majority of the
committee in attendance  shall decide any question brought before any meeting of
the committee.


ARTICLE XX

The Finance Committee

     The  finance  committee  shall  consist  of such  members  of the  board of
directors as the board shall from time to time  determine,  no one of whom shall
be an employee of the  corporation.  The members and the chairman of the finance
committee  shall be elected  annually by resolution  passed by a majority of the
whole board of directors at its first meeting  following  the annual  meeting of
stockholders or at any other time. The members shall hold office until the first
meeting  of the board of  directors  following  the next  annual  meeting of the
stockholders and until their  successors are respectively  elected and qualified
or until their earlier resignation, removal or death.

     The finance committee shall be available to review and make recommendations
to the board of directors with respect to financial policies of the corporation,
including (i) the company's  financial condition and its requirements for funds,
(ii) the timing and the types of  financing to be  undertaken,  (iii) cash flow,
borrowing and dividend policy and criteria for assessing such programs, and (iv)
financial  terms of  proposed  acquisitions  and sales or other  disposition  of
divisions or subsidiaries of the corporation.

     The  chief  executive  officer,  although  not  a  member  of  the  finance
committee,  shall receive notice of and shall customarily attend all meetings of
the committee,  except that the committee may at its discretion elect to meet in
executive  session without the presence of the chief executive  officer or other
corporate officers.

     Meetings  of the  finance  committee  shall be held at such times as may be
requested by the chief executive  officer,  the chairman of the committee or any
member of the  committee,  but normally no fewer than three times each  calendar
year.  Reasonable  notice of all  meetings  shall be given by the  secretary.  A
majority shall constitute a quorum of the finance  committee.  A majority of the
committee in attendance  shall decide any question brought before any meeting of
the committee.


ARTICLE XXI

The Personnel Committee

     The  personnel  committee  shall  consist  of such  members of the board of
directors as the board shall from time to time  determine,  no one of whom shall
be an employee of the corporation. The members and the chairman of the personnel
committee  shall be elected  annually by resolution  passed by a majority of the
whole board of directors at its first meeting  following  the annual  meeting of
stockholders or at any other time. The members shall hold office until the first
meeting  of the board of  directors  following  the next  annual  meeting of the
stockholders and until their  successors are respectively  elected and qualified
or until their earlier resignation, removal or death.

     The personnel  committee  shall be designated as the committee of the board
of directors  required to administer the  corporation's  stock  purchase,  stock
option and stock equivalent unit plans and other executive incentive plans, with
authority  to  grant or to  approve  or  disapprove  participation  by  specific
employees in those plans as required by the terms of those  plans;  shall review
and make  recommendations  to the  management  and/or  board of directors on the
personnel  policies  of the  corporation,  particularly  as  related  to  fringe
benefits; shall review and make recommendations to the board of directors on the
compensation of all officers of the  corporation  and such other  executives and
employees as the personnel committee shall determine; and shall, upon request of
the chief executive  officer or the chief operating  officer of the corporation,
review and make  recommendations on stock option plans, stock purchase plans and
employees' savings and bonus plans,  pension and retirement plans, and any other
plans,  systems and practices of the corporation relating directly or indirectly
to compensation,  which are in effect or are proposed to be adopted with respect
to any of the employees of the corporation or its subsidiaries.

     The chief executive officer and the chief operating  officer,  although not
members  of  the  personnel  committee,   shall  receive  notice  of  and  shall
customarily attend all meetings of the committee.

The chief legal officer of the corporation shall be the secretary of the
personnel committee.

     Meetings of the personnel  committee  shall be held at such times as may be
requested by the chief  executive  officer,  the chairman of the committee,  any
member of the committee or the secretary of the committee.  Reasonable notice of
all meetings  shall be given by the  secretary of the  corporation.  Two members
shall  constitute  a  quorum  of the  personnel  committee.  A  majority  of the
committee in attendance  shall decide any question brought before any meeting of
the committee.


ARTICLE XXII

Delegation of Powers

     In addition to the provisions of Article XVII of these bylaws, the board of
directors  may  from  time to  time  delegate  any of its  powers  to  officers,
attorneys or agents of the  corporation  subject to such  regulations  as may be
imposed by the board.


ARTICLE XXIII

Action Without a Meeting

     Any action required or permitted to be taken at any meeting of the board of
directors or of any committee thereof may be taken without a meeting, if consent
thereto in writing is given by all members of the board or of such committee, as
the case may be, and the writing or writings constituting such consent are filed
with the minutes of the proceedings of the board or committee.


<PAGE>

ARTICLE XXIV

Minutes

     The board of directors  shall cause  minutes to be kept of its  proceedings
and of those of the  stockholders,  and at the annual  meetings and at any other
time when required by the  stockholders,  the board of directors shall present a
statement of the assets and  liabilities of the corporation and of the condition
of the corporation's affairs.


ARTICLE XXV

Officers

     The  officers  of the  corporation  shall  be a  chairman  of the  board of
directors; a president of the corporation;  one or more vice presidents,  any of
whom may be designated  executive  vice  president or senior vice  president;  a
treasurer;  and a secretary.  The board of directors may from time to time elect
or appoint  one or more vice  chairmen  of the board of  directors;  one or more
additional presidents;  a controller; a general counsel; a tax counsel; a patent
counsel; a trademark counsel;  an internal auditor and also such other officers,
including subordinate officers,  and agents as the board of directors shall from
time to time  elect or appoint  for such term of office as they shall  designate
and with such  powers  and  duties as they or the chief  executive  officer  may
designate.  Officers shall be elected or appointed,  and any designations to the
titles of such officers shall be fixed annually by the board of directors at its
first meeting following the annual meeting of stockholders or at any other time.
The  chairman  of the  board of  directors,  any vice  chairmen  of the board of
directors  and the president of the  corporation  shall be chosen from among the
directors.  Any two or more offices may be held by the same person. The officers
shall hold office until the first  meeting of the board of  directors  following
the next  annual  meeting of the  stockholders  and until their  successors  are
respectively  elected or appointed and qualified,  unless a shorter period shall
have been  specified  by the terms of their  election or  appointment,  or until
their  earlier  resignation,  removal  or  death.  Subject  to  law  and  to the
provisions  of these  bylaws,  each officer shall have such duties and powers as
are prescribed by law or these bylaws and as are commonly incident to the office
and such  duties and  powers as the board of  directors  or the chief  executive
officer may from time to time designate.


ARTICLE XXVI

Resignations and Removals

     Any director or officer may resign by giving written notice to the board of
directors, the chief executive officer or the secretary.  Such resignation shall
take effect at the time stated therein, or if no time be so stated then upon its
delivery,  and without in either case the necessity of its being accepted unless
the resignation shall so state. The continuing directors may act notwithstanding
any vacancy in the board and all acts done by the board of  directors  or by any
director  shall  be  valid  notwithstanding  any  defects  in  the  election  or
qualification of any such director.

     The board of directors  may by a majority  vote of its entire number remove
from office any officer of the  corporation,  either with or without cause.  The
board of  directors  may at any time  terminate  or modify the  authority of any
agent.

     The stockholders at any meeting called for the purpose,  by the affirmative
vote of a majority of the stock of the corporation entitled to vote,  considered
for the purpose as one class,  may remove from office for cause any director and
elect a successor.

     No director  or officer  resigning,  and  (except  where a right to receive
compensation shall be expressly provided in a duly authorized written agreement)
no director or officer removed, shall have any right to any compensation as such
director  or officer for any period  following  resignation  or removal,  or any
right to damages on account of such removal, whether such compensation be by the
month or by the year or otherwise.


ARTICLE XXVII

Vacancies

     If the  office  of any  director  becomes  vacant  at any time by reason of
death,  resignation,  retirement,  disqualification,   removal  from  office  or
otherwise,  or if  any  new  directorship  is  created  by any  increase  in the
authorized  number of  directors,  a majority of the  directors  then in office,
although  less than a  quorum,  or the sole  remaining  director,  may  choose a
successor  or fill the newly  created  directorship,  and the director so chosen
shall  hold  office,  subject  to the  provisions  of these  bylaws,  until  the
expiration  of the term of the  class to  which he or she has been  assigned  or
until a successor shall be duly elected and qualified.

     Vacancies on the  committees of the board of directors may be filled by the
board of directors by resolution adopted by a majority of the whole board at any
meeting of the board.

     When one or more  directors  shall  resign from the board,  effective  at a
future date, a majority of the directors then in office shall have power to fill
such vacancy or vacancies,  the vote or action by writing thereon to take effect
when such resignation or resignations shall become effective.

     Any vacancy occurring in any other office may be filled by the directors at
any meeting of the board,  and the  officers so chosen shall hold office for the
unexpired  term in  respect  of which  the  vacancy  occurred  and  until  their
successors shall be duly elected and qualified unless sooner displaced.


ARTICLE XXVIII

Inspection of Accounts and Books

     No account or book of the  corporation  shall be open to the  inspection of
any  stockholder  (except  as  provided  by the laws of  Delaware)  unless  such
inspection in any case shall have been  authorized by a resolution of a majority
of the entire board of directors  who shall be the sole judges as to whether any
such inspection shall be allowed,  and the stockholders'  rights in this respect
are and shall be restricted and limited accordingly.


ARTICLE XXIX

Indemnification

     (a) The corporation  shall indemnify any person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  corporation)  by reason of the
fact that such  person is or was a director,  officer,  employee or agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by such person in  connection  with such action,  suit or proceeding if
such person acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding,  had no reasonable cause to believe his or
her conduct was unlawful.  The termination of any action,  suit or proceeding by
judgment,  order, settlement,  conviction,  or upon a plea of nolo contendere or
its equivalent,  shall not, of itself,  create a presumption that the person did
not act in good faith and in a manner which he or she reasonably  believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding,  had reasonable  cause to believe that his or
her conduct was unlawful.

     (b) The corporation  shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person is or was a director,  officer,  employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees),  actually and reasonably  incurred by such person in connection  with the
defense or  settlement of such action or suit if such person acted in good faith
and in a manner he or she  reasonably  believed  to be in or not  opposed to the
best interests of the corporation,  and except that no indemnification  shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the Court of Chancery of the State of Delaware or the court in which such action
or  suit  was  brought  shall  determine  upon  application  that,  despite  the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and  reasonably  entitled to indemnity for such expenses  which
the Court of Chancery or such other court shall deem proper.

     (c) To the  extent  that a  director,  officer,  employee  or  agent of the
corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit or proceeding referred to in paragraphs (a) and (b), or in defense
of any claim, issue or matter therein,  such person shall be indemnified against
expenses  (including  attorneys' fees) actually and reasonably  incurred by such
person in connection therewith.

     (d) Any  indemnification  under paragraphs (a) and (b) (unless ordered by a
court) shall be made by the corporation  only as authorized in the specific case
upon a determination that indemnification of the director,  officer, employee or
agent is proper in the circumstances  because such person has met the applicable
standard  of conduct set forth in  paragraphs  (a) and (b).  Such  determination
shall  be made (1) by the  board of  directors  by a  majority  vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding,
or (2) if such a quorum is not  obtainable,  or, even if  obtainable a quorum of
disinterested  directors so directs,  by independent  legal counsel in a written
opinion, or (3) by the stockholders.

     (e)  Expenses  incurred in  defending a civil or criminal  action,  suit or
proceeding shall be paid by the corporation in advance of the final  disposition
of such  action,  suit or  proceeding  upon receipt of an  undertaking  by or on
behalf of the  director,  officer,  employee or agent to repay such amount if it
shall  ultimately  be  determined  that  such  person  is  not  entitled  to  be
indemnified by the corporation as authorized in this Article XXIX.

     (f) The  indemnification and advancement of expenses provided by or granted
pursuant to the other  sub-sections  of this Article XXIX shall not be exclusive
of any other  rights of  indemnification,  whether  existing  at the time of the
adoption of this  Article  XXIX or  thereafter,  to which those  indemnified  or
advanced  expenses may be entitled  under any other bylaw or agreement,  vote of
stockholders or disinterested directors or otherwise, both as to action in their
official  capacity  and as to action in  another  capacity  while  holding  such
office.

     (g) The  corporation  may purchase and maintain  insurance on behalf of any
person who is or was a director,  officer, employee or agent of the corporation,
or is or was serving at the request of the  corporation as a director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise against any liability asserted against such person and incurred
by him or her in any such capacity, or arising out of his or her status as such,
whether or not the  corporation  would have the power to  indemnify  such person
against such liability under the provisions of this Article XXIX or otherwise.

     (h)  For  the  purposes  of  this  Article   XXIX,   references  to  "other
enterprises"  shall include employee benefit plans;  references to "fines" shall
include  any excise  taxes  assessed  on a person  with  respect to an  employee
benefit  plan;  and  references  to "serving at the request of the  corporation"
shall  include  any  service as a  director,  officer,  employee or agent of the
corporation  which imposes  duties on, or involves  services by, such  director,
officer,  employee  or agent  with  respect to an  employee  benefit  plan,  its
participants  or  beneficiaries;  and a person  who acted in good faith and in a
manner he or she reasonably  believed to be in the interest of the  participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the  corporation" as referred to in
this Article XXIX.

     (i) The  indemnification and advancement of expenses provided by or granted
pursuant to, this  Article XXIX shall  continue as to a person who has ceased to
be a director,  officer, employee or agent and shall inure to the benefit of the
heirs,  executors  and  administrators  of such a person.  Each person who is or
becomes a director,  officer,  employee or agent as aforesaid shall be deemed to
have served or to have  continued to serve in such capacity in reliance upon the
indemnity and advancement of expenses herein provided for in this Article XXIX.


ARTICLE XXX

Seal

     The common seal of the corporation  shall be circular in form with the name
of the corporation around the periphery and the words and figures  "Incorporated
1917 Delaware" within.


ARTICLE XXXI

Execution of Papers

     Except as the board of  directors  may  generally  or in  particular  cases
authorize  the  execution  thereof in some  other  manner,  all  deeds,  leases,
transfers, contracts,  agreements,  debentures, bonds, notes, checks, drafts and
other obligations made,  accepted or endorsed by the corporation shall be signed
in the name and on behalf of the  corporation  by the  chairman  of the board of
directors or by any vice chairman of the board of  directors,  president or vice
president,  including  executive vice president or senior vice president,  or by
the  treasurer  or  secretary,  and the  signature  of any such  officer  may be
facsimile and in case any such officer who shall have signed, or whose facsimile
signature  shall have been used on any  debenture,  note or other document shall
cease  to be  such  officer  of  the  corporation,  whether  because  of  death,
resignation,  or otherwise,  before such debenture, note or other document shall
have been delivered by the corporation,  such debenture,  note or other document
may  nevertheless  be adopted by the  corporation and be issued and delivered as
though the person who signed  such  debenture,  note or other  document or whose
facsimile  signature  shall  have been used  thereon  had not  ceased to be such
officer and the delivery of any such debenture,  note or other document shall be
deemed the adoption thereof by the corporation.


ARTICLE XXXII

Amendments

     Except as  otherwise  provided in the  Certificate  of  Incorporation,  the
foregoing  bylaws may be altered or amended by the stockholders or by a majority
of the entire  board of  directors  at any  regular  meeting  or at any  special
meeting duly called for that purpose.





     I, Jill C.  Richardson,  Secretary  of The  Gillette  Company,  a  Delaware
corporation,  hereby  certify that the foregoing is a true copy of the Bylaws of
said  Corporation,  as amended on October 15, 1998. I further  certify that said
Bylaws have not been amended or revoked,  and remain in full force and effect as
of the date hereof.

WITNESS my hand and the seal of said corporation this 16th day of October, 1998.





By:
Jill C. Richardson, Secretary










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