<PAGE>

                                                           Exhibit 2 to Annual
                                                           Report On Form 10-K
                                                           For the Year Ended
                                                           December 31, 1995

                                       BY-LAWS

                                          OF

                                DEL LABORATORIES, INC.

                        (as amended through December 14, 1995)


                                      ARTICLE I

                                     Stockholders


         SECTION 1.     ANNUAL MEETINGS.  The annual meeting of stockholders of
the Corporation shall be held at such date and time as shall be designated from
time to time by the Board of Directors and stated in the notice of the meeting,
for the purpose of electing Directors, and for the transaction of such other
business as may properly be brought before the meeting.  Annual meetings of the
stockholders shall be held at such place, either within or without the State of
Delaware, as shall be specified in the notice hereof.

         SECTION 2.     SPECIAL MEETINGS.  Special meetings of the stockholders
may be called as provided in the Certificate of Incorporation of the
Corporation.  Special meetings shall be held on the date and at the time and
place either within or without the State of Delaware specified in the notice
hereof.

         SECTION 3.     NOTICE OF MEETINGS.  Except as otherwise expressly
required by law, the Certificate of Incorporation of the Corporation or these
By-laws, written notice stating the date, time and place of the meeting and, in
the case of a special meeting, the purpose or purposes of such meeting, shall be
given personally or by mail by the Secretary to each stockholder of record
entitled to vote at such meeting at least ten days prior to the meeting.  If
such notice is mailed, it shall be directed to such stockholder at his address
as it appears on the stock transfer books of the Corporation.  No business other
than that stated in the notice shall be transacted at any special meeting.
Notice of any meeting of stockholders shall not be required to be given to any
stockholder who shall attend such meeting in person or by proxy; and if any
stockholder shall, in person or by attorney thereunto duly authorized, in
writing or by telegraph, cable or facsimile, waive notice of any meeting,
whether before

<PAGE>

or after such meeting be held, the notice thereof need not be given to him.
Notice of any adjourned meeting of stockholders need not be given except as
provided in SECTION 5 of this ARTICLE I.

         SECTION 4.     QUORUM.  Subject to the provisions of law and the rules
of any securities exchange on which the stock of the Corporation is listed, in
respect of the vote that shall be required for a specific action, the number of
shares the holders of which shall be present or represented by proxy at any
meeting of stockholders in order to constitute a quorum for the transaction of
any business shall be one-third of all the shares issued and outstanding and
entitled to vote at such meeting.  The presence or absence of a quorum shall be
determined at the opening of a meeting, and if a quorum is then present, unless
the law or the rules of any exchange on which the stock of the Corporation is
listed, or the certificate of incorporation specifically provide to the
contrary, all business properly before the meeting may be thereafter transacted
by a majority vote of the shares present in person or by proxy, though less than
a quorum as a result of abstentions or absences after the opening of the
meeting, except that directors may be elected by a plurality of the votes cast
at such meeting.

         SECTION 5.     ADJOURNMENTS.  At any meeting of stockholders, whether
or not there shall be a quorum present, the holders of a majority of the shares
voting at the meeting, whether present in person at the meeting or represented
by proxy at the meeting, or, in the absence of all the stockholders, any officer
entitled to preside or act as secretary at such meeting, may adjourn the meeting
from time to time without notice other than by announcement at the meeting,
provided, however, that if the adjournment is for more than thirty days or, if
after the adjournment a new record date is fixed, notice of the adjourned date
shall be given to each stockholder of record entitled to vote at the meeting.
At any adjourned meeting at which a quorum shall be present, any business may be
transacted which might have been transacted at the meeting as originally called.

         SECTION 6.     ORGANIZATION.  The Chairman of the Board, or in his
absence, the President, or in the absence of both of them, a Vice President,
shall call meetings of the stockholders to order, and shall act as Chairman of
such meetings.  In the absence of the Chairman of the Board and the President
and all Vice Presidents, the holders of a majority in number of the shares of
the capital stock of the corporation present in person or represented by proxy
and entitled to vote at such meeting shall elect a chairman.  The Secretary of
the Corporation shall act as secretary of all meetings of the stockholders; but
in the absence of the Secretary and all Assistant Secretaries, the Chairman may
appoint any person to act as Secretary of the meeting.


                                         -2-

<PAGE>

         SECTION 7.     STOCKHOLDER LIST.  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 and showing the address of each
stockholder and the number of shares registered in the name of such stockholder,
shall be prepared and held open to the examination of any stockholder for any
purpose germane to the meeting, during ordinary business hours for ten days,
either at a place within the city where the meeting is to be held, which place
shall be specified in the notice of 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 subject
to the inspection of any stockholder who may be present.

         SECTION 8.     VOTING.  Each stockholder shall, except as otherwise
provided by law or by the Certificate of Incorporation, at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of
capital stock owned by such stockholder, but no proxy shall be voted on after
three years form its date, unless said proxy provides for a longer period.  The
attendance in person at any meeting of a stockholder who is also represented at
such meeting by proxy shall not have the effect of revoking such proxy unless
the stockholder attending shall request the return of such proxy by the
Secretary of the meeting.  Upon the demand of any stockholder, the vote for
Directors and the vote upon any matter before the meeting, shall be by ballot.
All elections and all matters shall be decided as provided in Section 4.

    Shares of the capital stock of the Corporation belonging to the Corporation
shall not be voted upon directly or indirectly, nor shall any stock so owned be
counted in determining whether a quorum is present at any meeting.

    Persons holding stock in a fiduciary capacity shall be entitled to vote the
shares so held in person or by proxy, and persons whose stock is pledged shall
be entitled to vote, in person or by proxy, unless in the transfer by the
pledgor on the books of the Corporation he shall have expressly empowered the
pledgee to vote thereon, in which case only the pledgee, or his proxy, may
represent said stock and vote thereon.

         SECTION 9.     INSPECTORS OF ELECTION.  The Board of Directors may at
any time appoint one or more persons to serve as Inspectors of Election at the
next succeeding annual meeting of stockholders or at any other meeting or
meetings and the Board of Directors may at any time fill any vacancy in the
office of Inspector.  If the Board of Directors fails to appoint Inspectors, or
if any Inspector appointed be absent or refuses to act, or if his office becomes
vacant and be not filled by the Board of Directors, the Chairman of any meeting
of the


                                         -3-

<PAGE>

stockholders may appoint one or more temporary Inspectors for such meeting.  All
proxies shall be filed with the Inspectors of Election of the meeting before
being voted upon.


                                      ARTICLE II

                                  Board of Directors


         SECTION 1.     GENERAL POWERS.  The property, affairs and business of
the Corporation shall be managed by the Board of Directors.

         SECTION 2.     NUMBER, QUALIFICATION AND TERM OF OFFICE.  The number
of Directors and the term they shall serve shall be as provided in the
Certificate of Incorporation of the Corporation.

         SECTION 3.     QUORUM AND MANNER OF ACTING.  Except as otherwise
provided by statute or by the Certificate of Incorporation of the Corporation or
by these By-laws, a majority of the whole Board of Directors shall be required
to constitute a quorum for the transaction of business at any meeting, and the
act of a majority of the Directors present and voting at any meeting at which a
quorum is present shall be the act of the Board of Directors.  In the absence of
a quorum, a majority of the Directors present may adjourn any meeting from time
to time until a quorum be had.  Notice of any adjourned meeting need not be
given.  The Directors shall act only as a board and individual Directors shall
have no power as such.

         SECTION 4.     PLACE OF MEETING, ETC.  The Board of Directors may hold
its meetings, have one or more offices, and keep the books and records of the
Corporation, at such place or places within or without the State of Delaware, as
the Board may from time to time determine or as shall be specified or fixed in
the respective notices or waivers of notice thereof.

         SECTION 5.     REGULAR MEETINGS.  A regular meeting of the Board of
Directors shall be held as soon as practicable after each annual meeting of
stockholders, for the election of officers and the transaction of other
business, and other regular meetings of said Board shall be held at such times
and places as said Board may direct.  No notice shall be required for any
regular meeting of the Board of Directors but a copy of every resolution fixing
or changing the time or place of regular meetings shall be mailed to every
Director at least three days before the first meeting held in pursuance thereof.
Whenever the convenience of the Directors shall so require, the Chairman of the
Board, or in his absence the President, may change the date of any regular
meeting to another date in the same calendar month; provided, however, that the
Secretary shall mail notice of such change to every Director at least three days
prior to date of such meeting.


                                         -4-


<PAGE>

         SECTION 6.     SPECIAL MEETINGS.  Special meetings of the Board of
Directors may be called by the Chairman of the Board, the President, an
Executive Vice President or any two Directors.  The Secretary or an Assistant
Secretary shall give notice of the time and place of each special meeting by
mailing a written notice of the same to each director at his last known post
office address at least two days before the meeting or by causing the same to be
delivered personally or to be transmitted by telegraph, cable or facsimile at
least twenty-four hours before the meeting to each Director.  The notice of
every special meeting of the Board of Directors shall specify the business to be
transacted at such meeting, and no business shall be transacted except as set
forth in such notice.  At any meeting at which every Director shall be present,
even though without any notice, any business may be transacted.

         SECTION 7.     ACTION BY CONSENT.  Any action required or permitted to
be taken at any meeting of the Board or of any committee thereof may be taken
without a meeting, if prior to such action a written consent thereto is signed
by all members of the Board of such committee as the case may be and such
written consent is filed with the minutes of proceedings of the Board or
committee.

         SECTION 8.     ORGANIZATION.  At each meeting of the Board of
Directors, the Chairman of the Board, or in his absence the President, or in the
absence of both of them, a Director chosen by a majority of the Directors, shall
act as Chairman.  The Secretary, or in his absence, an Assistant Secretary, or
in the absence of both the Secretary and Assistant Secretaries, any person
appointed by the Chairman shall act as Secretary of the meeting.

         SECTION 9.     RESIGNATIONS.  Any Director of the Corporation may
resign at any time by giving written notice to the Board of Directors or to the
Chairman of the Board or to the Secretary of the Corporation.  The resignation
of any Director shall take effect at the time specified therein; and unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

         SECTION 10.    VACANCIES.  Any vacancy in the Board of Directors
caused by death, resignation, removal, disqualification, an increase in the
number of Directors, or any other cause may be filled by the majority vote of
the remaining Directors, even though less than a quorum, at any meeting, or in
the event one or more Directors shall resign effective as of a future date, then
a majority of the Directors then in office, including those who have resigned
shall have the power to fill such vacancy or vacancies, the vote thereon to take
effect when such resignation or resignations become effective, or by the
stockholders of the Corporation at the next annual meeting or any


                                         -5-

<PAGE>

special meeting called for the purpose.  Such Directors shall hold office as
provided in the Certificate of Incorporation.  In case all the Directors shall
die or resign or be removed or disqualified, any stockholders having voting
powers may call a special meeting of the stockholders, upon notice given as
herein provided for meetings of the stockholders, at which Directors for the
unexpired term may be elected.

         SECTION 11.    COMPENSATION OF DIRECTORS.  Directors shall receive
such sum for their services and expenses as may be directed by resolution of the
Board or fixed by the Compensation Committee; provided that nothing herein
contained shall be construed to preclude any Director from serving the
Corporation in any other capacity and receiving compensation therefor.  Members
of special or standing committees also may be allowed compensation for their
services and expenses.

         SECTION 12.    COMMITTEES.  By resolution or resolutions passed by a
majority of the whole Board at any meeting of the Board of Directors, the
Directors may designate one or more committees, each committee to consist of two
or more Directors, which to the extent provided in said resolution or
resolutions, 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.

         SECTION 13.    EXECUTIVE COMMITTEE.  The Board of Directors, by the
affirmative vote of a majority of the members of the Board at the time in
office, may appoint an Executive Committee, each of the members of the Committee
to be a Director.  The number of members of the Executive Committee shall be
such as the Board of Directors may by resolution direct, but not less than
three.  The Executive Committee shall have and may exercise, during the
intervals between the meetings of the Directors, all of the powers vested in the
Board except those powers denied to such a committee by law or by the
Certificate of Incorporation.  The Board, by a vote of a majority of the
directors then in office, shall have the power at any time to fill vacancies in,
to change the membership of, or to dissolve, the Executive Committee.  A
majority of the Executive Committee shall constitute a quorum for the
transaction of business.  Special meetings of the Executive Committee may be
called by the President or any two members thereof.  The Secretary of the
Corporation shall give notice of the time and place of each special meeting by
mail, telegraph, cable, facsimile, telephone or verbally at least twenty-four
hours before the meeting to each member of the said Executive Committee.

         SECTION 14.    COMPENSATION COMMITTEE.  The Board of Directors, by the
affirmative vote of a majority of the members of the Board at the time in
office, may appoint a Compensation


                                         -6-

<PAGE>

Committee, each of such members to be a Director, provided that such
Compensation Committee shall at all times meet the requirements of the
Securities and Exchange Act of 1934, as amended.  The number of members of the
Compensation Committee shall be such as the Board of Directors may by resolution
direct, but not less than two.  The Compensation Committee shall fix the
compensation of the chief executive officer, and may fix the compensation of all
other executive officers on the recommendations of the chief executive officer,
provided, however, that the chief executive may fix the salaries of all officers
other than his own.  The Compensation Committee shall have and may exercise all
of the powers vested in the Board of Directors with respect to the execution of
employment agreements with all such persons, and shall have the authority to
approve all other compensation plans for all such persons.  The Compensation
Committee shall also administer the Corporation's stock option and other plans
which contemplate the issuance of stock of the Corporation, including the grant
of stock options and other awards thereunder on the recommendation of the chief
executive officer, and the form of any agreements relating to stock options or
other awards granted under such plans.  The authority of the Compensation
Committee to administer all of the foregoing is subject at all times to approval
of the stockholders when required by applicable law.

         SECTION 15.    HUMAN RESOURCES COMMITTEE.  The Board of Directors, by
affirmative vote of a majority of the members of the Board at the time in
office, may appoint a Human Resources Committee, each of such members to be a
Director.  The number of members of the Human Resources Committee shall be such
as the Board of Directors may by resolution direct, but not less than two.  The
Human Resources Committee shall have authority to review and evaluate all
aspects of employee benefits, complaints, employment practices and other matters
involving the welfare of employees and prospective employees of the Corporation,
other than the negotiation of collective bargaining agreements and individual
contracts of employment and other than matters expressly reserved for action by
the Compensation Committee of the Board of Directors.  In particular, the Human
Resources Committee shall have full authority to cause compliance in all
respects with the consent decree entered into by the Corporation with the Equal
Employment Opportunity Commission and to take all action necessary or desirable
to accomplish such compliance.  The Board by a vote of a majority of the
Directors then in office shall have the power at any time to fill vacancies in,
to change the membership of, or to dissolve the Human Resources Committee.  A
majority of the Human Resources Committee shall constitute a quorum for the
transaction of business.


                                         -7-

<PAGE>

         SECTION 16.

         (a)  RIGHT TO INDEMNIFICATION.  (i) Each person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer
of the Corporation, including service with respect to employee benefit plans,
whether the basis of such proceeding is alleged action in an official capacity
as a director, officer, employee or agent or in any other capacity while serving
as a director, officer, employee or agent, shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by the Delaware
General Corporation Law, as the same exists or may hereafter be amended (but, in
the case of any such amendment, only to the extent that such amendment permits
the Corporation to provide broader indemnification rights than said law
permitted the Corporation to provide prior to such amendment), against all
expense, liability and loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of his or her heirs,
executors and administrators, and (ii) the Corporation may indemnify and hold
harmless in such manner any person who was or is made a party or is threatened
to be made a party to a proceeding by reason of the fact that he, she or a
person of whom he or she is the legal representative, is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation or a partnership, joint venture, trust or other enterprise;
PROVIDED, HOWEVER, that except as provided in paragraph (b) hereof, the
Corporation shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such person only if
such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.  In the event a director or officer of the Corporation shall
serve as a director, officer, employee or agent of any corporation, partnership,
joint venture, trust or other enterprise in which the Corporation maintains an
investment it shall be conclusively presumed for purposes of the indemnification
provided for in subsection (ii) above that such service has been undertaken at
the request of the Corporation.  The foregoing presumption shall apply
regardless of whether such director or officer is serving such entity at the
request of a third party or that his or her service with such entity was
commenced prior to the effectiveness of this Article or prior to his or her
becoming an officer or director of the Corporation.  The right to
indemnification conferred in subsection (i) above shall be a contract right
based upon an off from the Corporation


                                         -8-

<PAGE>

which shall be deemed to be accepted by such person's service or continued
service with the Corporation for any period after the adoption of this Article
and shall include the right to be paid by the Corporation the expenses incurred
in defending any such proceeding in advance of its final disposition; PROVIDED,
HOWEVER, that, if the Delaware General Corporation Law requires, the payment of
such expense incurred by a director or officer in his or her capacity as a
director or officer (and not in any other capacity in which service was or in
rendered by such person while a director or officer, including, without
limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding, shall be made only upon delivery to the Corporation
of an undertaking, by or on behalf of such director or officer, to repay all
amounts so advanced if it shall ultimately be determined that such director or
officer is not entitled to be indemnified under this Section or otherwise.  The
Corporation may, by action of its Board of Directors, provide indemnification to
employees or agents of the Corporation with the same scope and effect as the
foregoing indemnification of directors and officers.

         (b)  RIGHT OF CLAIMANT TO BRING SUIT.  If a claim under subsection
a(1) of this Article is not paid in full by the Corporation within thirty days
after a written claim has been received by the Corporation, the claimant may at
any time thereafter bring suit against the Corporation to recover the unpaid
amount of the claim and, if successful in whole or in part, the claimant shall
be entitled to be paid also the expense of prosecuting such claim.  It shall be
a defense to any such action (other than an action brought to enforce a claim
for expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Corporation) that the claimant has not met the standards of
conduct which make it permissible under the Delaware General Corporation Law for
the Corporation to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the Corporation.  Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders), that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.

         (c)  NON-EXCLUSIVITY OF RIGHTS.  The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in


                                         -9-

<PAGE>

this Section shall not be exclusive of any other right which any person may have
or hereafter acquire under any statute, provision of the Certificate of
Incorporation, by-law, agreement, vote of stockholders or disinterested
directors or otherwise.

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


                                     ARTICLE III

                                       Officers


         SECTION 1.     NUMBER.  The officers of the Corporation shall be a
Chairman of the Board, a President, one or more Vice Presidents (one or more of
whom may be designated Executive or Senior Vice President), a Treasurer, and a
Secretary and such other officers as may be appointed in accordance with the
provisions of SECTION 3 of this ARTICLE III.  One person may hold the offices
and perform the duties of any two of said officers, except those of President
and Vice President, Secretary and Assistant Secretary and Treasurer and
Assistant Treasurer.

         SECTION 2.     ELECTION, TERM OF OFFICE AND QUALIFICATIONS.  The
officers shall be elected annually by the Board of Directors at their first
meeting after each annual meeting.  Each officer, except such officers as may be
appointed in accordance with the provisions of SECTION 3 of this ARTICLE III,
shall hold office until his successor shall have been duly elected and qualified
in his stead, or until his death or until he shall have resigned or shall have
been removed in the manner hereinafter provided.  The Chairman of the Board
shall be chosen from among the Directors.  Other officers need not be members of
the Board of Directors.

         SECTION 3.     SUBORDINATE OFFICERS.  The Board of Directors may from
time to time appoint such other officers as it may deem necessary, including one
or more Assistant Treasurers, and one or more Assistant Secretaries, and the
Board of Directors or the President may from time to time appoint such agents
and employees of the Corporation as may be deemed proper.  Such officers, agents
and employees shall hold office for such period, have such authority, and
perform such duties as in these By-laws provided or as the Board of Directors or
the President may from time to time prescribe.  The Board of Directors or the
President


                                         -10-

<PAGE>

may from time to time authorize any officer to appoint and remove agents and
employees and to prescribe the powers and duties thereof.

         SECTION 4.     REMOVAL.  Any officer may be removed, either with or
without cause, by the vote of a majority of the whole Board of Directors at a
special meeting called by the Board of Directors, by any committee or superior
officer upon whom the power of removal may be conferred by the Board of
Directors or by these By-laws.

         SECTION 5.     RESIGNATIONS.  Any officer may resign at any time by
giving written notice to the Board of Directors or to the President or to the
Secretary.  Any resignation shall take effect at the date of receipt of such
notice or at any later time specified therein; and unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.

         SECTION 6.     VACANCIES.  A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled for
the unexpired portion of the term in the manner prescribed in these By-laws for
regular election or appointment to such office.

         SECTION 7.     CHAIRMAN OF THE BOARD.  The Chairman of the Board shall
preside at all meetings of Directors and stockholders of the Corporation and
shall perform such other duties as may be assigned to him by the Board of
Directors.

         SECTION 8.     PRESIDENT.  The President shall be the chief executive
officer of the Corporation and shall have general care, supervision and
direction of the affairs of the Corporation and he may execute all contracts,
deeds, certificates, bonds or other obligations authorized by the Board of
Directors, and sign certificates of stock and records or certificates required
by law to be signed by the President.  He shall perform such other duties as may
from time to time be prescribed by the Board of Directors.  In the absence or
disability of the Chairman of the Board, the President shall perform the duties
of the Chairman of the Board.

         SECTION 9.     VICE PRESIDENTS.  Each Vice President shall have such
powers and shall perform such duties as from time to time may be assigned to him
by the President or the Board of Directors.  A Vice President may also sign with
the Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary certificates of stock of the Corporation.  In the event of the absence
or disability of the Executive Vice Presidents, a majority of the Board of
Directors may temporarily vest one of the Vice Presidents with the powers of the
Executive Vice President.


                                         -11-

<PAGE>

         SECTION 10.    THE SECRETARY.  The Secretary shall keep or cause to be
kept in books provided for the purpose the minutes of the meetings of the
stockholders, of the Board of Directors and of any Committee when so required;
shall see that all notices are duly given in accordance with the provisions of
these By-laws and as required by law; shall be custodian of the records and of
the seal of the Corporation and see that the seal is affixed to all documents
the execution of which on behalf of the Corporation under its seal is duly
authorized in accordance with the provisions of these By-laws; shall keep or
cause to be kept, a register of the post office address of each stockholder; may
sign with the President or Vice President certificates of stock of the
Corporation; and in general, the Secretary shall perform all duties incident to
the office of Secretary and such other duties as may, from time to time, be
assigned to him by the President or the Board of Directors.

         SECTION 11.    ASSISTANT SECRETARIES.  At the request of the
Secretary, or in his absence or disability, the Assistant Secretaries shall
perform the duties of the Secretary and, when so acting, shall have all the
powers of, and be subject to all the restrictions upon, the Secretary.  The
Assistant Secretaries shall perform such other duties as from time to time may
be assigned to them by the President, the Secretary or the Board of Directors.

         SECTION 12.    THE TREASURER.  The Treasurer shall have charge and
custody of, and be responsible for, all funds and securities of the Corporation,
and deposit all such funds in the name of the Corporation in such banks, trust
companies or other depositaries as shall be selected in accordance with the
provisions of these By-laws; at all reasonable times exhibit his books of
account and records, and cause to be exhibited the books of account and records
of any corporation all of whose stock except directors' shares is owned by the
Corporation, to any of the Directors of the Corporation upon application during
business hours at the office of the Corporation, or such other corporation,
where such books and records are kept; render a statement of the condition of
the finances of the Corporation at all regular meetings of the Board of
Directors, and a full financial report at the annual meeting of the
stockholders; if called upon to do so, receive, and give receipts for, moneys
due and payable to the Corporation from any source whatsoever; may sign with the
President or Vice President certificates of stock of the Corporation; and, in
general,perform all the duties incident to the office of Treasurer and such
other duties as from time to time may be assigned to him by the President or the
Board of Directors.

         SECTION 13.    ASSISTANT TREASURERS.  At the request of the Treasurer,
or in his absence or disability, the Assistant Treasurers shall perform the
duties of the Treasurer, and when so


                                         -12-

<PAGE>

acting, shall have all the powers of, and be subject to all the restrictions
upon, the Treasurer.  The Assistant Treasurers shall perform such other duties
as form time to time may be assigned to them by the President, the Treasurer or
the Board of Directors.

         SECTION 14.    BONDS OF OFFICERS.  The Board of Directors may secure
the fidelity of any or all of such officers by bond or otherwise, in such terms
and with such surety or sureties, conditions, penalties or securities as said
Board shall require.


                                      ARTICLE IV

                    Contracts, Checks, Drafts, Bank Accounts, etc.


         SECTION 1.     CONTRACTS, ETC., HOW EXECUTED.  The Board of Directors,
except as in these By-laws otherwise provided, may authorize any officer or
officers, agent or agents, of the Corporation to enter into any contract or
execute and deliver any instrument in the name of and on behalf of the
Corporation, and such authority may be general or confined to specific
instances; and, unless so authorized by the Board of Directors or by such
Committee or by these By-laws, no officer, agent or employee shall have any
power or authority to bind the Corporation by any contract or engagement or to
pledge its credit or to render it liable pecuniarily for any purpose or to any
amount.

         SECTION 2.     CHECKS, DRAFTS, ETC.  All checks, drafts or other
orders for the payment of money, notes, or other evidences of indebtedness
issued in the name of the Corporation, shall be signed by such officer or
officers, employee or employees, of the Corporation as shall from time to time
be determined by resolution of the Board of Directors.

         SECTION 3.     DEPOSITS.  All funds of the Corporation shall be
deposited from time to time to the credit of the Corporation in such banks,
trust companies or other depositaries as the Board of Directors may from time to
time designate, or as may be designated by an officer or officers of the
Corporation to whom such power may be delegated by the Board of Directors, and
for the purpose of such deposit, the President, or a Vice President, or the
Treasurer or an Assistant Treasurer, or the Secretary, or an Assistant
Secretary, may endorse, assign, and deliver checks, drafts, and other orders for
the payment of money which are payable to the order of the Corporation.

         SECTION 4.     GENERAL AND SPECIAL BANK ACCOUNTS.  The Board of
Directors may from time to time authorize the opening and keeping with such
banks, trust companies or other depositaries as it may designate of general and
special bank


                                         -13-

<PAGE>

accounts, and may make such special rules and regulations with respect thereto,
not inconsistent with the provisions of these By-laws, as it may deem expedient.

         SECTION 5.     PROXIES.  Except as otherwise in these By-laws or in
the Certificate of Incorporation of the Corporation provided, and unless
otherwise provided by resolution of the Board of Directors, the Chairman of the
Board or the President may from time to time appoint any attorney or attorneys,
or agent or agents, of the Corporation, in the name and on behalf of the
Corporation to cast the votes which the Corporation may be entitled to cast as a
stockholder or otherwise in any other corporation any of whose stock or other
securities may be held by the Corporation, at meetings of the holders of the
stock or other securities of such other corporation, or to consent in writing to
any action by such other corporation, or may instruct the person or persons so
appointed as to the manner of casting such votes or giving such consent, and may
execute or cause to be executed in the name and on behalf of the Corporation and
under its corporate seal, or otherwise, all such written proxies or other
instruments as he may deem necessary or proper in the premises.


                                      ARTICLE V

                              Shares and Their Transfer


         SECTION 1.     CERTIFICATES OF STOCK.  Certificates for shares of the
capital stock of the Corporation shall be in such form not inconsistent with
law, as shall be approved by the Board of Directors.  They shall be numbered in
order of their issue, and shall be signed by the President or Vice President and
the Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary of the Corporation and the seal of the Corporation shall be affixed
thereto; provided, that if such 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, any other signature on the certificate and
the seal of the corporation upon such certificate may be made by facsimiles.  In
case any officer or officers who shall have signed, or whose facsimile signature
or signatures shall have been used on any such certificate or certificates shall
cease to be such officer or officers of the Corporation, whether because of
death, resignation or otherwise, before such certificate or certificates shall
have been delivered by the Corporation, such certificate or certificates may
nevertheless be adopted by the Corporation and be issued and delivered as though
the person or persons who signed such certificate or certificates or whose
facsimile signature shall have been used thereon had not ceased to be such
officer or officers of the Corporation.


                                         -14-

<PAGE>

         SECTION 2.     TRANSFER OF STOCK.  Transfers of shares of the capital
stock of the Corporation shall be made only on the books of the Corporation by
the holder thereof, or by his attorney thereunto authorized by a power of
attorney duly executed and filed with the Secretary of the Corporation, or a
transfer agent of the Corporation, if any, and on surrender of the certificate
or certificates for such shares properly endorsed.  A person in whose name
shares of stock stand on the books of the Corporation shall be deemed the owner
thereof as regards the Corporation and the Corporation shall not be bound to
recognize any equitable or other claim to, or interest in, such shares on the
part of any other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by the laws of Delaware; provided that
whenever any transfer of shares shall be made for collateral security, and not
absolutely, such fact, if known to the Secretary or to said transfer agent,
shall be so expressed in the entry of transfer.

         SECTION 3.     ADDRESSES OF STOCKHOLDERS.  Each stockholder shall
designate to the Secretary of the Corporation an address at which notices of
meetings and all other corporate notices may be served or mailed to him, and if
any stockholder shall fail to designate such address, corporate notices may be
served upon him by mail directed to him at his last known post office address.

         SECTION 4.     LOST, DESTROYED AND MUTILATED CERTIFICATES.  The holder
of any stock issued by the Corporation shall immediately notify the Corporation
of any loss, destruction, or mutilation of the Certificate therefor, or failure
to receive a certificate of stock issued by the Corporation, and the Board of
Directors or the Secretary of the Corporation, may in its or his discretion,
cause to be issued to him a new certificate or certificates of stock, upon
compliance with such rules, regulation and/or procedure as may be prescribed, or
has been prescribed, by the Board of Directors with respect to the issuance of
new certificates in lieu of such lost, destroyed or mutilated certificates, or
certificates of stock issued by the Corporation which are not received.

         SECTION 5.     TRANSFER AGENT AND REGISTRAR; REGULATIONS.  The
Corporation shall, if and whenever the Board of Directors shall so determine,
maintain one or more transfer offices or agencies, each in charge of a transfer
agent designated by the Board of Directors where the shares of the capital stock
of the Corporation shall be directly transferable, and also one or more registry
offices, each in charge of a registrar designated by the Board of Directors,
where such shares of stock shall be registered, and no certificate for shares of
the capital stock of the Corporation, in respect of which a Registrar and
Transfer Agent shall have been designated, shall be valid unless countersigned
by such Transfer Agent and registered


                                         -15-

<PAGE>

by such Registrar.  The Board of Directors may also make such additional rules
and regulations as it may deem expedient concerning the issue, transfer and
registration of certificates for shares of the capital stock of the Corporation.

         SECTION 6.     CLOSING OF TRANSFER BOOKS.  The Board of Directors
shall have power to close the stock transfer books of the Corporation for a
period of not more than sixty nor less than ten days preceding the date of any
meeting of stockholders or the date for payment of any dividend or the date for
the allotment of rights or the date when any change or conversion or exchange of
capital stock shall go into effect or for a period of not more than sixty nor
less than ten days in connection with obtaining the consent of stockholders for
any purpose; provided, however, that in lieu of closing the stock transfer books
as aforesaid, the Board of Directors may fix in advance a date, not more than
sixty nor less than ten days preceding the date of any meeting of stockholders,
or the date for the payment of any dividend, or the date for the allotment of
rights, or the date when any change or conversion or exchange of capital stock
shall go into effect, or a date in connection with obtaining such consent, as a
record date for the determination of the stockholders entitled to notice of, and
to vote at any such meeting and any adjournment thereof, or entitled to receive
payment of any such dividend, or to any such allotment of rights, or to exercise
the rights in respect of any such change, conversion or exchange of capital
stock, or to give such consent, 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 and any adjournment
thereof, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the Corporation after
any such record date fixed as aforesaid.

         SECTION 7.     EXAMINATION OF BOOKS BY STOCKHOLDERS.  The Board of
Directors shall, subject to the laws of the State of Delaware, have power to
determine, from time to time, whether and to what extent and under what
conditions and regulations the accounts and books of the Corporation, or any of
them, shall be open to the inspection of the stockholders; and no stockholder
shall have any right to inspect any book or document of the Corporation, except
as conferred by the laws of the State of Delaware, unless and until authorized
so to do by resolution of the Board of Directors.


                                         -16-

<PAGE>

                                      ARTICLE VI

                               DIVIDENDS, SURPLUS, ETC.


         Subject to the provisions of the Certificate of Incorporation and any
restrictions imposed by statute, the Board of Directors may declare dividends
from the surplus of the Corporation or from the net profits arising from its
business, whenever, and in such amounts as, in its opinion, the condition of the
affairs of the Corporation shall render advisable.  The Board of Directors in
its discretion may use and apply any of such surplus or net profits in
purchasing or acquiring any of the shares of the capital stock of the
Corporation in accordance with law, or any of its bonds, or from time to time
may set aside from such surplus or net profits such sum or sums as it, in its
absolute discretion, may think proper as a reserve fund to meet contingencies,
or for equalizing dividends, or for the purpose of maintaining or increasing the
property or business of the Corporation, or for any other purpose it may think
conducive to the best interests of the Corporation.  All such surplus or net
profits, until actually declared in dividends, or used and applied as aforesaid,
shall be deemed to have been so set aside by the Board for one or more of said
purposes.


                                     ARTICLE VII

                                         Seal


         The Board of Directors shall provide a suitable seal containing the
name of the Corporation, which seal shall be in charge of the Secretary and
which may be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise.  If and when so directed by the Board of
Directors a duplicate of the seal may be kept and be used by an officer of the
Corporation designated by said Board.


                                     ARTICLE VIII

                               Miscellaneous Provisions


         SECTION 1.     FISCAL YEAR.  The fiscal year of the Corporation shall
begin on the first day of January in each year and terminate on the last day of
December in the same year.

         SECTION 2.     WAIVERS OF NOTICE.  Whenever any notice whatever is
required to be given by law, or under the provisions of the Certificate of
Incorporation or of these By-laws, a waiver


                                         -17-

<PAGE>

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 IX

                                      Amendments


         All By-laws of the Corporation shall be subject to alteration or
repeal, and new By-laws not inconsistent with any provision of the Certificate
of Incorporation of the Corporation or any provision of law, may be made, either
by the affirmative vote of the holders of record of a majority of the
outstanding stock of the Corporation entitled to vote in respect thereof, given
at an annual meeting or any special meeting, provided that notice of the
proposed alteration or repeal of the proposed new By-laws be included in the
notice of such meeting, or by the Board of Directors at any regular or special
meeting.


                                      ARTICLE X


         The Corporation hereby elects not to be governed by the provisions of
Section 203 of the General Corporation Law of Delaware.  Notwithstanding the
provisions of Article IX of these By-laws, this Article X may not be further
amended by the Board of Directors.


                                         -18-