EXHIBIT 3 (c)
                            DATA GENERAL CORPORATION

                                    BY-LAWS*
                                    --------
                                    ARTICLE I

                                     OFFICES

                  SECTION  1.  The  registered  office  shall  be in the City of
Wilmington, County of New Castle, State of Delaware.

                  SECTION 2. The Corporation may also have offices at such other
places both  within and without the State of Delaware as the board of  directors
may from time to time determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

                  SECTION 1. All meetings of the  stockholders  for the election
of directors  shall be held in the City of New York,  State of New York, at such
place as may be fixed  from time to time by the board of  directors,  or at such
other  place  either  within  or  without  the  State  of  Delaware  as shall be
designated  from time to time by the board of directors and stated in the notice
of the meeting.  Meetings of  stockholders  for any other purpose may be held at
such time and place, within or without the State of Delaware, as shall be stated
in the notice of the meeting or in a duly executed waiver of notice thereof.

                  SECTION 2. Annual  meetings of  stockholders,  commencing with
the year  1985,  shall be held on the last  Wednesday  in January if not a legal
holiday,  and if a legal  holiday,  then on the next secular day  following,  at
11:00 A.M., or at such other date and time as shall be  designated  from time to
time by the board of directors and stated in the notice of the meeting, at which
they shall elect by a plurality vote by 

--------
*As restated through November 5, 1997

                                      -1-
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written  ballot a board of directors,  and transact  such other  business as may
properly be brought before the meeting.
                             

                  SECTION 3. Written  notice of the annual  meeting  stating the
place, date and hour of the meeting shall be given to each stockholder  entitled
to vote at such  meeting  not less than ten nor more than sixty days  before the
date of the meeting.

                  SECTION 4. The officer  who has charge of the stock  ledger of
the  Corporation  shall prepare and make, at least ten days before every meeting
of  stockholders,  a complete list of the  stockholders  entitled to vote at the
meeting, arranged in alphabetical order, showing the address of each stockholder
and the number of shares registered in the name of each  stockholder.  Such list
shall be open to the examination of any stockholder,  for any purpose germane to
the meeting,  duRing the ordinary  business hours,  for a period of at least ten
days prior to the  meeting,  either at a place within the city where the meeting
is to be held, which place shall be specified in the notice of the meeting,  or,
if not so  specified,  at the place  where the  meeting is to be held.  The list
shall also be produced and kept at the time and place of the meeting  during the
whole time thereof, and may be inspected by any stockholder who may be present.

                  SECTION  5.  Special  meetings  of the  stockholders,  for any
purpose  or  purposes,   unless  otherwise  prescribed  by  statute  or  by  the
certificate  of  incorporation,  may be so called by the  president and shall be
called by the  president or secretary at the request in writing of a majority of
the board of  directors,  or the  request in writing of  stockholders  owning at
least two-thirds in amount of the entire capital stock of the Corporation issued
and  outstanding  and entitled to vote  generally in the election of  directors.
Such request shall state the purpose or purposes of the proposed meeting.

                  SECTION 6. Written  notice of a special  meeting,  stating the
place,  date and hour of the meeting  and the purpose or purposes  for which the
meeting  is  called,  
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shall be given not less than ten nor more than fifty days before the date of the
meeting to each stockholder entitled to vote at such meeting.

                  SECTION  7.  Business  transacted  at any  special  meeting of
stockholders shall be limited to the purposes stated in the notice.

                  SECTION 8. The holders of a majority  of the stock  issued and
outstanding  and entitled to vote thereat,  present in person or  represented by
proxy,  shall  constitute a quorum at all meetings of the  stockholders  for the
transaction  of  business  except as  otherwise  provided  by  statute or by the
certificate of incorporation.  If, however,  such quorum shall not be present or
represented at any meeting of the  stockholders,  the  stockholders  entitled to
vote thereat,  present in person or  represented  by proxy,  shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting,  until a quorum shall be present or represented.  At such adjourned
meeting at which a quorum  shall be present or  represented  any business may be
transacted  which  might  have been  transacted  at the  meeting  as  originally
notified.  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 the meeting.

                  SECTION 9. When a quorum is present at any  meeting,  the vote
of the holders of a majority of the stock having  voting power present in person
or represented  by proxy shall decide any question  brought before such meeting,
unless the question is one upon which,  by express  provision of the statutes or
of the certificate of incorporation,  a different vote is required in which case
such express provision shall govern and control the decision of such question.

                  SECTION 10.  Each  stockholder  shall at every  meeting of the
stockholders be entitled to one vote in person or by proxy for each share of the
capital stock 
                                      -3-

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having  voting  power held by such  stockholder,  but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.

                  SECTION 11.  Whenever  the vote of  stockholders  at a meeting
thereof is  required  or  permitted  to be taken for or in  connection  with any
corporate  action,  by any  provision of the  statutes,  the meeting and vote of
stockholders  may be dispensed  with if all of the  stockholders  who would have
been entitled to vote upon the action if such meeting were held shall consent in
writing  to  such  corporate  action  being  taken;  or if  the  certificate  of
incorporation  authorizes the action to be taken with the written consent of the
holders of less than all of the stock who would have been  entitled to vote upon
the  action  if a  meeting  were  held,  then  on  the  written  consent  of the
stockholders  having not less than such  percentage of the total number of votes
as may be authorized in the  certificate of  incorporation;  provided that in no
case shall the written  consent be by the holders of stock  having less than the
minimum  percentage  of the total  vote  required  by statute  for the  proposed
corporate  action,  and  provided  that  prompt  notice  must  be  given  to all
stockholders  of the taking of  corporate  action  without a meeting and by less
than unanimous written consent.

                  SECTION 12. (a)  Nominations  of persons  for  election to the
board of  directors  of the  Corporation  and the  proposal  of  business  to be
considered by the  stockholders may be made at an annual meeting of stockholders
(i)  pursuant  to the  Corporation's  notice of meeting  delivered  pursuant  to
Section 3 of this Article 12, (ii) by or at the direction of the chairman of the
board of  directors  or  (iii)  by any  stockholder  of the  Corporation  who is
entitled to vote at the meeting,  who complied  with the notice  procedures  set
forth in paragraphs  (b) and (c) of this Section 12 and who was a stockholder of
record at the time such notice is delivered to the secretary of the Corporation.
                  (b) For  nominations or other business to be properly  brought
before an annual meeting by a stockholder  pursuant to clause (iii) of paragraph
(a) of this by-law,  the  stockholder  must have given timely notice  thereof in
writing to the  secretary  of the  Corporation.  To be timely,  a  stockholder's
notice shall be delivered to the 
                                      -4-
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secretary at the principal  executive  offices of the  Corporation not less than
sixty  days nor more than  ninety  days  prior to the first  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 twenty days,  or delayed by
more than sixty days, from such anniversary  date,  notice by the stockholder to
be timely must be so delivered  not earlier than the ninetieth day prior to such
annual  meeting  and not later  than the close of  business  on the later of the
sixtieth day prior to such annual  meeting or the tenth day following the day on
which public  announcement of the date of such meeting is first made. In lieu of
delivery  to the  secretary  of the  Corporation,  notice  may be  mailed to the
secretary of the Corporation by certified mail,  return receipt  requested,  but
shall be deemed to have been given only upon actual  receipt by the secretary of
the Corporation. Such stockholder's notice shall set forth (i) as to each person
whom the  stockholder  proposes to nominate  for  election  or  reelection  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 (the "Exchange  Act"),  including such person's  written
consent to being named in the proxy  statement  as a nominee and to serving as a
director if elected; (ii) as to any other business that the stockholder proposes
to bring before the meeting,  a brief  description of the business desired to be
brought  before the meeting,  the reasons for  conducting  such  business at the
meeting and any material  interest in such business of such  stockholder and the
beneficial  owner, if any, on whose behalf the proposal is made; and (iii) as to
the  stockholder  giving the notice and the beneficial  owner,  if any, on whose
behalf  the  nomination  or  proposal  is made (A) the name and  address of such
stockholder,  as they appear on the Corporation's  books, and of such beneficial
owner and (B) the class and number of shares of the Corporation  which are owned
beneficially  and of record by such  stockholder and such beneficial  owner.    
                  (c)  Notwithstanding   anything  in  the  second  sentence  of
paragraph  (b) of this by-law to the  contrary,  in the event that the number of
directors  to be  elected  to the  board  of  directors  of the  Corporation  is
increased  and there is no public  announcement  naming all of the  nominees for
director or specifying the size of the 

                                      -5-

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increased board of directors made by the Corporation at least seventy days prior
to the first anniversary of the preceding year's annual meeting, a stockholder's
notice  required by the by-law shall also be  considered  timely,  but only with
respect to nominees for any new positions created by such increase,  if it shall
be  delivered  to  the  secretary  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 public announcement is first made by the Corporation.

                  SECTION 13. Only such business shall be conducted at a special
meeting of stockholders  as shall have been brought before the meeting  pursuant
to the Corporation's notice of meeting pursuant to Section 5 of this Article 12.
Nominations  of persons for election to the board of directors  may be made at a
special meeting of stockholders at which directors are to be elected pursuant to
the  Corporation's  notice of meeting (a) by or at the direction of the board of
directors or (b) by any  stockholder of the  Corporation who is entitled to vote
at the meeting, who complies with the notice procedures set forth in this by-law
and who is a  stockholder  of record at the time such notice is delivered to the
secretary  of the  Corporation.  Nominations  by  stockholders  of  persons  for
election  to the board of  directors  may be made at such a special  meeting  of
stockholders if the  stockholder's  notice as required by Section 12(b) of these
by-laws shall be delivered to the secretary at the principal  executive  offices
of the  Corporation  not earlier  than the  ninetieth  day prior to such special
meeting and not later than the close of  business  on the later of the  sixtieth
day prior to such special  meeting or the tenth day  following  the day on which
public  announcement is first made of the date of the special meeting and of the
nominees proposed by the board of directors to be elected at such meeting.

                  SECTION 14. (a) Only persons who are  nominated in  accordance
with the  procedures  set forth in these  by-laws  shall be eligible to serve as
director and only such business shall be conducted at a meeting of  stockholders
as shall have been brought before the meeting in accordance  with the procedures
set forth in these by-laws. Except as otherwise provided by law, the Certificate
of  Incorporation  or these 
                                      -6-

<PAGE>

by-laws,  the chairman of the meeting shall have the power and duty to determine
whether a nomination or any business  proposed to be brought  before the meeting
was made in accordance  with the  procedures  set forth in these by-laws and, if
any proposed  nomination or business is not in compliance with these by-laws, to
declare that such defective proposal or nomination shall be disregarded.
                  (b) For purposes of these by-laws, "public announcement" shall
mean  disclosure  in a press  release  reported  by the Dow Jones News  Service,
Associated Press or comparable  national news service or in a document  publicly
filed by the Corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act. 
                  (c) Notwithstanding the foregoing provisions of this by-law, a
stockholder  shall also comply with all applicable  requirements of the Exchange
Act and the rules and  regulations  thereunder  with  respect to the matters set
forth in these  by-laws.  Nothing in these by-laws shall be deemed to affect any
rights of  stockholders to request  inclusion of proposals in the  Corporation's
proxy statement pursuant to Rule 14a-8 under the Exchange Act.

                  SECTION 15. (a) The board of  directors  by  resolution  shall
appoint  one or more  inspectors,  which  inspector  or  inspectors  may include
individuals who serve the Corporation in other  capacities,  including,  without
limitation,   as  officers,   employees,   agents  or   representatives  of  the
Corporation,  to act at the meeting and make a written  report  thereof.  One or
more persons may be designated as alternate  inspectors to replace any inspector
who fails to act. If no inspector or alternate has been  appointed to act, or if
all  inspectors  or alternates  who have been  appointed are unable to act, at a
meeting of  stockholders,  the chairman of the meeting shall appoint one or more
inspectors to act at the meeting. Each inspector,  before discharging his or her
duties,  shall  take  and sign an oath  faithfully  to  execute  the  duties  of
inspector  with  strict  impartiality  and  according  to the best of his or her
ability.  The  inspectors  shall  have  the  duties  prescribed  by the  General
Corporation Law of the State of Delaware.
                                      -7-

<PAGE>

                  (b) The chairman of the meeting  shall fix and announce at the
meeting  the date and time of the  opening and the closing of the polls for each
matter upon which the stockholders will vote at a meeting.

                                   ARTICLE III

                                    DIRECTORS

                  SECTION 1. The number of directors which shall  constitute the
whole  board  shall be not less than  three nor more than  fifteen.  Within  the
limits  above  specified,  the  number  of  directors  shall  be  determined  by
resolution  of the  board of  directors  or by the  stockholders  at the  annual
meeting.   The  directors  shall  be  elected  at  the  annual  meeting  of  the
stockholders, except as provided in Section 2 of this Article, and each director
elected  shall  hold  office  until his  successor  is  elected  and  qualified.
Directors need not be stockholders.

                  SECTION 2. Vacancies and newly created directorships resulting
from any  increase  in the  authorized  number of  directors  may be filled by a
majority of the  directors  then in office,  though less than a quorum,  or by a
sole remaining director, and the directors so chosen shall hold office until the
next annual  election  and until  their  successors  are duly  elected and shall
qualify,  unless sooner displaced.  If there are no directors in office, then an
election of directors may be held in the same manner provided by statute. If, at
the time of filling any vacancy or newly  created  directorship,  the  directors
then in office  shall  constitute  less than a majority  of the whole  board (as
constituted immediately prior to any such increase),  the Court of Chancery may,
upon application of any stockholder or stockholders holding at least ten percent
of the total  number of the shares at the time  outstanding  having the right to
vote for such directors, summarily order an election to be held to fill any such
vacancies or newly created directorships,  or to replace the directors chosen by
the directors then in office.

                  SECTION 3. The business of the Corporation shall be managed by
its board of directors which may exercise all such powers of the Corporation and
do all such 
                                      -8-
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lawful  acts  and  things  as  are  not by  statute  or by  the  certificate  of
incorporation  or by these by-laws  directed or required to be exercised or done
by the stockholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

                  SECTION 4. The board of directors of the  Corporation may hold
meetings,  both  regular  and  special,  either  within or without  the State of
Delaware.

                  SECTION 5. The first  meeting of each newly  elected  board of
directors  shall be held at such time and place as shall be fixed by the vote of
the  stockholders  at the annual  meeting and no notice of such meeting shall be
necessary to the newly  elected  directors in order  legally to  constitute  the
meeting,  provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
board of  directors,  or in the event  such  meeting is not held at the time and
place so fixed by the  stockholders,  the  meeting  may be held at such time and
place as shall  be  specified  in a notice  given as  hereinafter  provided  for
special  meetings  of the  board of  directors,  or as shall be  specified  in a
written waiver signed by all of the directors.

                  SECTION 6. Regular  meetings of the board of directors  may be
held without notice at such time and at such place as shall from time to time be
determined by the board.

                  SECTION 7. Special  meetings of the board may be called by the
president on three days' notice to each director,  either  personally or by mail
or by telegram;  special  meetings shall be called by the president or secretary
in like manner and on like notice on the written request of two directors.

                  SECTION  8. At all  meetings  of the board a  majority  of the
directors shall  constitute a quorum for the transaction of business and the act
of a majority of the directors present at any meeting at which there is a quorum
shall  be  the  act  of the  board  of  directors,  except  as may be  otherwise
specifically  provided by statute or 
                                      -9-
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by the  certificate  of  incorporation.  If a quorum shall not be present at any
meeting of the board of directors the directors  present thereat may adjourn the
meeting  from  time to time,  without  notice  other  than  announcement  at the
meeting, until a quorum shall be present.

                  SECTION 9. Unless  otherwise  restricted by the certificate of
incorporation or these by-laws,  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 all members of the board or committee, as the case may be,
consent  thereto in  writing,  and the  writing or  writings  are filed with the
minutes of proceedings of the board or committee.

                             COMMITTEES OF DIRECTORS

                  SECTION 10. The board of directors  may, by resolution  passed
by a  majority  of the  whole  board,  designate  one or more  committees,  each
committee  to consist of one or more of the  directors of the  Corporation.  The
board may designate one or more directors as alternate members of any committee,
who may  replace  any  absent  or  disqualified  member  at any  meeting  of the
committee.  Any such committee, to the extent provided in the resolution,  shall
have and may exercise the powers of the board of directors in the  management of
the business and affairs of the  Corporation,  and may authorize the seal of the
Corporation to be affixed to all papers which may require it; provided, however,
that in the  absence  or  disqualification  of any member of such  committee  or
committees,  the  member or  members  thereof  present  at any  meeting  and not
disqualified  from voting,  whether or not he or they  constitute a quorum,  may
unanimously  appoint  another  member  of the board of  directors  to act at the
meeting in the place of any such absent or disqualified  member.  Such committee
or committees  shall have such name or names as may be  determined  from time to
time by resolution adopted by the board of directors.

                  SECTION 11. Each committee  shall keep regular  minutes of its
meetings and report the same to the board of directors when required.

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                            COMPENSATION OF DIRECTORS

                  SECTION 12. The directors may be paid their expenses,  if any,
of  attendance at each meeting of the board of directors and may be paid a fixed
sum for  attendance at each meeting of the board of directors or a stated salary
as director.  No such  payment  shall  preclude  any  director  from serving the
Corporation in any other capacity and receiving compensation  therefor.  Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                                   ARTICLE IV

                                     NOTICES

                  SECTION 1.  Whenever,  under the provisions of the statutes or
of the certificate of incorporation  or of these by-laws,  notice is required to
be given to any  director  or  stockholder,  it shall not be  construed  to mean
personal notice, but such notice may be given in writing, by mail,  addressed to
such director or stockholder, at his address as it appears on the records of the
Corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be  deposited  in the United  States mail.
Notice to directors may also be given by telegram.

                  SECTION 2.  Whenever  any notice is required to be given under
the  provisions of the statutes or of the  certificate  of  incorporation  or of
these  by-laws,  a waiver  thereof in  writing,  signed by the person or persons
entitled to said notice,  whether before or after the time stated therein, shall
be deemed equivalent thereto.

                                    ARTICLE V

                                    OFFICERS

                  SECTION 1. The officers of the Corporation shall be a chairman
of the board of  directors,  a  vice-chairman  of the board,  a chairman  of the
executive committee of the board, a president, a vice-president, a secretary and
a treasurer. The board of directors may also choose additional  vice-presidents,
and one or more 
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assistant  secretaries  and assistant  treasurers.  Any number of offices may be
held by the same  person,  unless  the  certificate  of  incorporation  or these
by-laws otherwise provide.

                  SECTION 2. The board of directors at its first  meeting  after
each annual  meeting of  stockholders  shall  choose a chairman of the board,  a
vice-chairman,  a chairman of the executive committee of the board, a president,
one or more vice-presidents, a secretary and a treasurer.

                  SECTION  3. The board of  directors  may  appoint  such  other
officers and agents as it shall deem  necessary who shall hold their offices for
such terms and shall  exercise  such powers and perform  such duties as shall be
determined from time to time by the board. The president may appoint one or more
assistant  vice-presidents  and one or more  other  officers  to act  under  the
supervision  of officers  elected or appointed by the board,  each of whom shall
hold their  positions for such terms and shall  exercise such powers and perform
such duties as shall be determined from time to time by the president.

                  SECTION  4. The  salaries  of all  officers  and agents of the
Corporation shall be fixed by the board of directors.

                  SECTION 5. The officers of the  Corporation  shall hold office
until their successors are chosen and qualify.  Any officer elected or appointed
by the board of directors may be removed at any time by the affirmative  vote of
a majority of the board of directors. Any vacancy occurring in any office of the
Corporation shall be filled by the board of directors.

                            THE CHAIRMAN OF THE BOARD

                  SECTION 6. The chairman of the board of  directors  shall be a
member of the board and shall preside at all meetings of the board of directors.
He shall have 
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such  other  powers  and  perform  such other  duties as are  provided  in these
by-laws,  and, in addition  thereto,  as the board of directors may from time to
time determine.

                         THE VICE-CHAIRMAN OF THE BOARD

                  SECTION 7. The vice-chairman of the board shall be a member of
the board and shall  perform the duties of the chairman in his absence or in the
event of his inability or refusal to act, and, when so acting, he shall have all
the powers of the  chairman.  He shall have such other  powers and perform  such
other duties as are provided in these by-laws,  and, in addition thereto, as the
board of directors may from time to time determine.

              THE CHAIRMAN OF THE EXECUTIVE COMMITTEE OF THE BOARD

                  SECTION 8. The  chairman  of the  executive  committee  of the
board of directors  shall preside at all meetings of the executive  committee of
the board of  directors.  He shall have such other powers and perform such other
duties as are provided in these by-laws and, in addition  thereto,  as the board
of directors may from time to time determine.

                                  THE PRESIDENT

                  SECTION 9. The president shall be the chief executive  officer
of the Corporation and shall have general and active  management of the business
of the Corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.  The president  shall preside at all meetings
of the  stockholders.  He shall have such other  powers and  perform  such other
duties as are provided in these by-laws and, in addition  thereto,  as the board
of directors may from time to time determine.

                  SECTION  10.  He shall  execute  bonds,  mortgages  and  other
contracts  requiring a seal,  under the seal of the  Corporation,  except  where
required or  permitted  by law to be  otherwise  signed and  executed and except
where the signing and  
                                      -13-
<PAGE>

execution thereof shall be expressly delegated by the board of directors to some
other officer or agent of the Corporation.

                               THE VICE-PRESIDENTS

                  SECTION 11. In the absence of the president or in the event of
his  inability or refusal to act, the  vice-president  (or in the event there be
more than one vice-president, the vice-presidents in the order designated, or in
the absence of any designation,  then in the order of their election) shall have
all the powers of and be subject to all the restrictions upon the president. The
vice-presidents  shall  perform  such other duties and have such other powers as
the board of directors may from time to time prescribe.

                      THE SECRETARY AND ASSISTANT SECRETARY

                  SECTION 12. The  secretary  shall  attend all  meetings of the
board of  directors  and all  meetings  of the  stockholders  and record all the
proceedings of the meetings of the  Corporation and of the board of directors in
a book to be kept for  that  purpose  and  shall  perform  like  duties  for the
standing  committees when required.  He shall give, or cause to be given, notice
of all  meetings  of the  stockholders  and  special  meetings  of the  board of
directors, and shall perform such other duties as may be prescribed by the board
of directors or president,  under whose  supervision  he shall be. He shall have
custody  of the  corporate  seal  of the  Corporation  and he,  or an  assistant
secretary, shall have authority to affix the same to any instrument requiring it
and, when so affixed, it may be attested by his signature or by the signature of
such assistant  secretary.  The board of directors may give general authority to
any  other  officer  to affix  the seal of the  Corporation  and to  attest  the
affixing by his signature.

                  SECTION 13. The assistant secretary,  or if there be more than
one, the assistant secretaries in the order determined by the board of directors
(or if there be no such  determination,  then in the  order of their  election),
shall,  in the  absence of the  secretary  or in the event of his  inability  or
refusal to act,  perform the 
                                      -14-

duties and exercise  the powers of the  secretary  and shall  perform such other
duties and have such  other  powers as the board of  directors  may from time to
time prescribe.

                      THE TREASURER AND ASSISTANT TREASURER

                  SECTION  14.  The  treasurer  shall  have the  custody  of the
corporate  funds and  securities  and shall keep full and  accurate  accounts of
receipts  and  disbursements  in books  belonging to the  corporation  and shall
deposit all moneys and other  valuable  effects in the name and to the credit of
the  Corporation  in such  depositories  as may be  designated  by the  board of
directors.

                  SECTION 15. He shall disburse the funds of the  Corporation as
may be  ordered  by the board of  directors,  taking  proper  vouchers  for such
disbursements,  and shall render to the president and the board of directors, at
its regular meetings,  or when the board of directors so requires, an account of
all  his  transactions  as  treasurer  and of  the  financial  condition  of the
Corporation.

                  SECTION 16. If required  by the board of  directors,  he shall
give the Corporation a bond (which shall be renewed every six years) in such sum
and with  such  surety  or  sureties  as shall be  satisfactory  to the board of
directors for the faithful  performance  of the duties of his office and for the
restoration to the Corporation, in case of his death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever  kind  in  his  possession  or  under  his  control  belonging  to  the
Corporation.

                  SECTION 17. The assistant treasurer, or if there shall be more
than one,  the  assistant  treasurers  in the order  determined  by the board of
directors  (or if there  be no such  determination,  then in the  order of their
election),  shall,  in the  absence  of the  treasurer  or in the  event  of his
inability  or refusal to act,  perform the duties and exercise the powers of the
treasurer  and shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.

                                      -15-
<PAGE>

                                   ARTICLE VI

                                 INDEMNIFICATION

                  SECTION 1. 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 he 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 him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he 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 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  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 conduct was unlawful.

                  SECTION 2. 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 he 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 him in
connection  with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably
 
                                      -16-
<PAGE>

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  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.

                  SECTION 3. 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 Section 1 or 2 of this
Article  VI or in defense of any  claim,  issue or matter  therein,  he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.


                  SECTION 4. Any  indemnification  under  Section 1 or 2 of this
Article VI (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 he
has met the  applicable  standard of conduct set forth in Section 1 or 2 of this
Article VI. Such  determination  shall be made (a) by the Board of  Directors of
the Corporation by a majority vote of the directors who were not parties to such
action, suit or proceedings;  (b) by a committee of such disinterested directors
designated by majority vote of such  disinterested  directors,  even though less
than a  quorum;  (c)  if  there  are  no  disinterested  directors,  or if  such
disinterested  directors so direct,  by  independent  legal counsel in a written
opinion; or (d) by the stockholders.


                  SECTION 5. Expenses  incurred in defending a civil or criminal
action,  suit or  proceeding  may 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 
                                      -17-
<PAGE>

the  director,  officer,  employee  or agent to repay  such  amount  if it shall
ultimately  be  determined  that he is not  entitled  to be  indemnified  by the
Corporation as authorized in this Article.

                  SECTION 6. The  indemnification  and  advancement  of expenses
provided by, or granted  pursuant to, the other  sections of this Article  shall
not be  deemed  exclusive  of  any  other  rights  to  which  a  person  seeking
indemnification  or  advancement  of expenses may be entitled  under any by-law,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his official  capacity and as to action in another  capacity  while
holding such office.

                  SECTION 7. The  Corporation  shall have power to 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 him and  incurred by him in any such  capacity,  or
arising out of his status as such, whether or not the Corporation would have the
power to  indemnify  him against such  liability  under the  provisions  of this
Article.

                  SECTION 8. For  purposes of Article VI,  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  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
Article VI.
                                      -18-

<PAGE>

                  SECTION 9. The  indemnification  and  advancement  of expenses
provided  by, or granted  pursuant  to, this  Article  shall,  unless  otherwise
provided when authorized or ratified,  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.

                                   ARTICLE VII

                              CERTIFICATES OF STOCK

                  SECTION 1. Every holder of stock in the  Corporation  shall be
entitled to have a certificate, signed by, or in the name of the Corporation by,
the president or a vice-president  and the treasurer or an assistant  treasurer,
or the secretary or an assistant  secretary of the  Corporation,  certifying the
number of shares owned by him in the  Corporation.  If the Corporation  shall be
authorized  to issue more than one class of stock or more than one series of any
class, the designations,  preferences and relative,  participating,  optional or
other  special  rights  of  each  class  of  stock  or  series  thereof  and the
qualifications,  limitations or restrictions of such  preferences  and/or rights
shall be set forth in full or summarized on the face or back of the  certificate
which the  Corporation  shall issue to represent  such class or series of stock,
provided  that,  except as  otherwise  provided  in section  202 of the  General
Corporation Law of Delaware, in lieu of the foregoing requirements, there may be
set forth on the face or back of the  certificate  which the  Corporation  shall
issue  to  represent  such  class or  series  of  stock,  a  statement  that the
Corporation  will furnish without charge to each stockholder who so requests the
designations, preferences and relative, participating, optional or other special
rights  of each  class  of  stock  or  series  thereof  and the  qualifications,
limitations or restrictions of such preferences and/or rights.

                  SECTION  2.  Where a  certificate  is  countersigned  (1) by a
transfer agent other than the Corporation or its employee, or (2) by a registrar
other than the  Corporation  or its employee,  the signatures of the officers of
the Corporation  may be 
                                      -19-

<PAGE>

facsimiles.  In case any officer who has signed or whose facsimile signature has
been placed upon a certificate  shall have ceased to be such officer before such
certificate is issued,  it may be issued by the Corporation with the same effect
as if he were such officer at the date of issue.

                                LOST CERTIFICATES

                  SECTION 3. The board of directors may direct a new certificate
or  certificates  to be  issued  in place  of any  certificate  or  certificates
theretofore  issued by the  Corporation  alleged  to have been  lost,  stolen or
destroyed,  upon the making of an affidavit of that fact by the person  claiming
the certificate of stock to be lost, stolen or destroyed.  When authorizing such
issue of a new  certificate or  certificates  the board of directors may, in its
discretion  and as a condition  precedent to the issuance  thereof,  require the
owner of such lost,  stolen or destroyed  certificate  or  certificates,  or his
legal  representative,  to advertise the same in such manner as it shall require
and/or to give the  Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the  Corporation  with respect to the
certificate alleged to have been lost, stolen or destroyed.


                               TRANSFERS OF STOCK

                  SECTION 4. Upon  surrender to the  Corporation or the transfer
agent  of  the  Corporation  of  a  certificate  for  shares  duly  endorsed  or
accompanied  by proper  evidence  of  succession,  assignment  or  authority  to
transfer,  it shall be the duty of the Corporation to issue a new certificate to
the  person  entitled  thereto,  cancel  the  old  certificate  and  record  the
transaction upon its books.

                               FIXING RECORD DATE

                  SECTION 5. 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 to express consent to corporate  action in writing
without a meeting,  or  entitled  to receive  payment of any  dividend  or other
distribution  or allotment of any
                                      -20-

<PAGE>

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, the board of
directors may fix, in advance, a record date, which shall not be more than sixty
nor less than ten days before the date of such meeting, nor more than sixty days
prior to any other action. 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.

                             REGISTERED STOCKHOLDERS

                  SECTION 6. The Corporation  shall be entitled to recognize the
exclusive  right of a person  registered  on its books as the owner of shares to
receive  dividends,  and to vote as such owner, and to hold liable for calls and
assessments a person  registered on its books as the owner of shares,  and shall
not be bound to  recognize  any  equitable or other claim to or interest in such
share or shares on the part of any other  person,  whether  or not it shall have
express or other notice  thereof,  except as  otherwise  provided by the laws of
Delaware.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

                                    DIVIDENDS

                  SECTION  1.   Dividends   upon  the   capital   stock  of  the
Corporation,  subject to the provisions of the certificate of incorporation,  if
any,  may be  declared  by the board of  directors  at any  regular  or  special
meeting,  pursuant to law.  Dividends  may be paid in cash,  in property,  or in
shares of the capital  stock,  subject to the  provisions of the  certificate of
incorporation.

                  SECTION 2. Before  payment of any  dividend,  there may be set
aside out of any funds of the  Corporation  available for dividends  such sum or
sums as the directors  from time to time, in their  absolute  discretion,  think
proper  as a  reserve  or  reserves  to meet  contingencies,  or for  equalizing
dividends,  or for repairing or maintaining
 
                                      -21-

<PAGE>

any  property of the  Corporation,  or for such other  purpose as the  directors
shall think conducive to the interest of the Corporation,  and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                ANNUAL STATEMENT

                  SECTION 3. The board of directors shall present at each annual
meeting,  and at any special meeting of the stockholders when called for by vote
of the stockholders, a full and clear statement of the business and condition of
the Corporation.

                                     CHECKS

                  SECTION 4. All  checks or  demands  for money and notes of the
Corporation  shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.

                                   FISCAL YEAR

                  SECTION 5. The fiscal year of the  Corporation  shall be fixed
by resolution of the board of directors.

                                      SEAL

                  SECTION 6. The corporate seal shall have inscribed thereon the
name of the  Corporation,  the year of its organization and the words "Corporate
Seal, Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                                   ARTICLE IX

                                   AMENDMENTS

                  SECTION 1. These by-laws may be altered,  amended or repealed,
or new by-laws may be adopted by the  stockholders or by the board of directors,
when such power is conferred  upon the board of directors by the  certificate of
incorporation  at any  regular  meeting of the  stockholders  or of the board of
directors  or at the  special  
                                      -22-

<PAGE>

meeting  of the  stockholders  or of the  board of  directors  if notice of such
alteration,  amendment,  repeal or adoption of new by-laws be  contained  in the
notice of such special meeting.
                                      -23-