BY-LAWS

                                       OF

                              BEI ELECTRONICS, INC.

                       (as amended through April 1, 1996)







<PAGE>
                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
 ARTICLE I                  Offices..........................................  1
          Section 1.  Registered Office......................................  1
          Section 2.  Other Offices..........................................  1
                                                                             
 ARTICLE II                 Corporate Seal...................................  1
          Section 3.  Corporate Seal.........................................  1
                                                                             
 ARTICLE III                Stockholders' Meetings...........................  1
          Section 4.  Place of Meetings......................................  1
          Section 5.  Annual Meeting.........................................  1
          Section 6.  Special Meetings.......................................  3
          Section 7.  Notice of Meetings.....................................  4
          Section 8.  Quorum.................................................  4
          Section 9.  Adjournment and Notice of Adjourned Meetings...........  4
          Section 10.  Voting Rights.........................................  5
          Section 11.  Beneficial Owners of Stock............................  5
          Section 12.  List of Stockholders..................................  5
          Section 13.  Action without Meeting................................  6
          Section 14.  Organization..........................................  6
                                                                             
 ARTICLE IV                 Directors........................................  7
          Section 15.  Number and Term of Office.............................  7
          Section 16.  Powers................................................  7
          Section 17.  Classes of Directors..................................  7
          Section 18.  Newly Created Directorships and Vacancies.............  8
          Section 19.  Resignation...........................................  8
          Section 20.  Removal...............................................  8
          Section 21.  Meetings..............................................  8
          Section 22.  Quorum and Voting.....................................  9
          Section 23.  Action without Meeting................................ 10
          Section 24.  Fees and Compensation................................. 10
          Section 25.  Committees............................................ 10
          Section 26.  Organization.......................................... 11
                                                                             
 ARTICLE V                  Officers......................................... 12
          Section 27.  Officers Designated................................... 12
          Section 28.  Tenure and Duties of Officers......................... 12
          Section 29.  Delegation of Authority............................... 13
          Section 30.  Resignations.......................................... 13
          Section 31.  Removal............................................... 14
                                                                            




                                            i.

<PAGE>




                                TABLE OF CONTENTS
                                   (continued)
                                                                            Page
                                                                            ----
ARTICLE VI                  Execution of Corporate Instruments and 
         Voting of Securities Owned by the Corporation....................... 14
         Section 32.  Execution of Corporate Instruments..................... 14
         Section 33.  Voting of Securities Owned by the Corporation.......... 14

ARTICLE VII                 Shares of Stock.................................. 15
         Section 34.  Form and Execution of Certificates..................... 15
         Section 35.  Lost Certificates...................................... 15
         Section 36.  Transfers.............................................. 15
         Section 37.  Fixing Record Dates.................................... 16
         Section 38.  Registered Stockholders................................ 16

ARTICLE VIII                Other Securities of the Corporation.............. 17
         Section 39.  Execution of Other Securities.......................... 17

ARTICLE IX                  Dividends........................................ 17
         Section 40.  Declaration of Dividends............................... 17
         Section 41.  Dividend Reserve....................................... 17

ARTICLE X                   Fiscal Year...................................... 18
         Section 42.  Fiscal Year............................................ 18

ARTICLE XI                  Indemnification.................................. 18
         Section 43.  Indemnification of 
         Directors, Officers, Agents......................................... 18

ARTICLE XII                 Notices.......................................... 22
         Section 44.  Notices................................................ 22

ARTICLE XIII                Amendments....................................... 23
         Section 45.  Amendments............................................. 23

ARTICLE XIV                 Loans to Officers................................ 24
         Section 46.  Loans to Officers...................................... 24


                                       ii.

<PAGE>



                                     BY-LAWS

                                       OF

                              BEI ELECTRONICS, INC.

                            (a Delaware corporation)


                                    ARTICLE I

                                     Offices

         Section 1. Registered  Office. The registered office of the corporation
in the State of Delaware  shall be in the City of Dover,  County of Kent.  (Del.
Code Ann., tit. 8, ss. 131)

         Section 2. Other Offices.  The corporation shall also have and maintain
an office or principal place of business in San Francisco,  California,  at such
place as may be fixed by the Board of  Directors,  and 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. (Del. Code Ann., tit. 8, ss. 122(8))


                                   ARTICLE II

                                 Corporate Seal

         Section 3.  Corporate  Seal.  The corporate seal shall consist of a die
bearing  the  name  of  the   corporation   and  the   inscription,   "Corporate
Seal-Delaware." Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.


                                   ARTICLE III

                             Stockholders' Meetings

         Section 4.  Place of  Meetings.  Meetings  of the  stockholders  of the
corporation  shall be held at such place,  either within or without the State of
Delaware, as may be designated from time to time by the Board of Directors,  or,
if not so  designated,  then at the  office of the  corporation  required  to be
maintained pursuant to Section 2 hereof. (Del. Code Ann., tit. 8, ss. 211(a))

         Section 5. Annual Meeting.  (a) The annual meeting of the  stockholders
of the corporation,  for the purpose of election of Directors and for such other
business as may lawfully

                                       1.

<PAGE>

come before it, shall be held on such date and at such time as may be designated
from time to time by the Board of Directors.

                  (b) At an  annual  meeting  of  the  stockholders,  only  such
business  shall be  conducted  as shall have been  properly  brought  before the
meeting. To be properly brought before an annual meeting,  business must be: (A)
specified in the notice of meeting (or any  supplement  thereto)  given by or at
the direction of the Board of Directors,  (B) otherwise  properly brought before
the meeting by or at the direction of the Board of  Directors,  or (C) otherwise
properly  brought  before  the  meeting by a  stockholder.  For  business  to be
properly brought before an annual meeting by a stockholder, the stockholder must
have given timely notice thereof in writing to the Secretary of the corporation.
To be timely, a stockholder's notice must be delivered to or mailed and received
at the principal  executive offices of the corporation not less than one hundred
twenty (120)  calendar  days in advance of the date of the  corporation's  proxy
statement released to stockholders in connection with the previous year's annual
meeting of  stockholders;  provided,  however,  that in the event that no annual
meeting was held in the previous year or the date of the annual meeting has been
changed by more than thirty (30) days from the date  contemplated at the time of
the previous year's proxy statement, notice by the stockholder to be timely must
be  so  received  a  reasonable   time  before  the   solicitation  is  made.  A
stockholder's  notice to the  Secretary  shall set forth as to each  matter  the
stockholder proposes to bring before the annual meeting: (i) a brief description
of the business  desired to be brought before the annual meeting and the reasons
for conducting such business at the annual  meeting,  (ii) the name and address,
as they appear on the  corporation's  books, of the  stockholder  proposing such
business,  (iii)  the class and  number of shares of the  corporation  which are
beneficially  owned  by the  stockholder,  (iv)  any  material  interest  of the
stockholder in such business and (v) any other  information  that is required to
be provided by the  stockholder  pursuant to Regulation 14A under the Securities
Exchange  Act  of  1934,  as  amended,  in  his  capacity  as a  proponent  to a
stockholder  proposal.  Notwithstanding  the  foregoing,  in  order  to  include
information  with respect to a stockholder  proposal in the proxy  statement and
form of proxy for a stockholders'  meeting,  stockholders must provide notice as
required by the regulations promulgated under the Securities and Exchange Act of
1934, as amended.  Notwithstanding  anything in these Bylaws to the contrary, no
business shall be conducted at any annual meeting except in accordance  with the
procedures  set forth in this  paragraph (b). The chairman of the annual meeting
shall, if the facts warrant,  determine and declare at the meeting that business
was  not  properly  brought  before  the  meeting  and in  accordance  with  the
provisions of this  paragraph  (b), and, if he should so determine,  he shall so
declare at the meeting that any such  business not properly  brought  before the
meeting shall not be transacted. (Del. Code Ann., tit. 8: P. 211(b))

                  (c) Only  persons who are  nominated  in  accordance  with the
procedures  set forth in this  paragraph  (c) shall be eligible  for election as
Directors.  Nominations of persons for election to the Board of Directors of the
corporation  may be made at a meeting of  stockholders by or at the direction of
the Board of Directors or by any stockholder of the corporation entitled to vote
in the  election  of  Directors  at the  meeting  who  complies  with the notice
procedures set forth in this paragraph (c). Such  nominations,  other than those
made by or at the direction of the Board of Directors, shall be made pursuant to
timely notice in writing

                                       2.

<PAGE>

to the  Secretary  of the  corporation  in  accordance  with the  provisions  of
paragraph (b) of this Section 5. Such  stockholder's  notice shall set forth (i)
as to each  person,  if any,  whom the  stockholder  proposes  to  nominate  for
election or re-election as a Director:  (A) the name, age,  business address and
residence address of such person, (B) the principal  occupation or employment of
such  person,  (C) the class and number of shares of the  corporation  which are
beneficially  owned by such person,  (D) a description  of all  arrangements  or
understandings  between the stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nominations are to
be made by the  stockholder,  and (E) any  other  information  relating  to such
person that is required to be disclosed in solicitations of proxies for election
of Directors,  or is otherwise required, in each case pursuant to Regulation 14A
under  the  Securities  Exchange  Act of 1934,  as  amended  (including  without
limitation such person's  written consent to being named in the proxy statement,
if any, as a nominee and to serving as a Director  if  elected);  and (ii) as to
such stockholder giving notice, the information required to be provided pursuant
to paragraph  (b) of this  Section 5. At the request of the Board of  Directors,
any person  nominated by a stockholder  for election as a Director shall furnish
to the Secretary of the corporation that information required to be set forth in
the stockholder's  notice of nomination which pertains to the nominee. No person
shall be eligible for election as a Director of the corporation unless nominated
in accordance  with the procedures set forth in this paragraph (c). The chairman
of the meeting shall, if the facts warrant, determine and declare at the meeting
that a nomination was not made in accordance  with the procedures  prescribed by
these Bylaws, and if he should so determine,  he shall so declare at the meeting
and  the  defective  nomination  shall  be disregarded. (Del. Code Ann., tit. 8,
ss.ss. 212, 214).

         Section 6. Special  Meetings.  (a) Special meetings of the stockholders
of the  corporation  may be  called,  for any  purpose or  purposes,  by (i) the
Chairman  of the  Board,  (ii) the  President,  or (iii) the Board of  Directors
pursuant to a resolution adopted by a majority of the total number of authorized
directors  (whether or not there exist any  vacancies in  previously  authorized
directorships  at the time any such  resolution  is  presented  to the Board for
adoption),  and shall be held at such place,  on such date,  and at such time as
the Board of Directors shall fix.

         (b) If a special  meeting is called by any person  other than the Board
of Directors, the request shall be in writing,  specifying the general nature of
the business  proposed to be  transacted,  and shall be delivered  personally or
sent by registered mail or by telegraphic or other facsimile transmission to the
Chairman of the Board of  Directors,  the  President,  or the  Secretary  of the
corporation.  No business may be  transacted at such special  meeting  otherwise
than specified in such notice.  The Board of Directors  shall determine the time
and place of such special meeting, which shall be held not less than thirty five
(35) nor more than one hundred  twenty  (120) days after the date of the receipt
of the request.  Upon  determination  of the time and place of the meeting,  the
officer receiving the request shall cause notice to be given to the stockholders
entitled  to vote,  in  accordance  with the  provisions  of  Section 7 of these
Bylaws.  If the notice is not given  within sixty (60) days after the receipt of
the request, the person requesting the meeting may set the time and place of the
meeting and give the notice.  Nothing  contained in this  paragraph (b) shall be
construed as limiting, fixing, or affecting the time when

                                       3.

<PAGE>

a meeting of  stockholders  called by action  of the Board of  Directors  may be
held. (April 1, 1996)

         Section 7. Notice of Meetings.  Except as otherwise  provided by law or
the Certificate of Incorporation, written notice of each meeting of stockholders
shall be given not less than ten (10) nor more than sixty  (60) days  before the
date of the meeting to each stockholder  entitled to vote at such meeting,  such
notice to  specify  the place,  date and hour and  purpose  or  purposes  of the
meeting.  Notice of the time,  place and purpose of any meeting of  stockholders
may be waived in  writing,  signed by the  person  entitled  to notice  thereof,
either before or after such meeting,  and will be waived by any  stockholder  by
his  attendance  thereat  in  person or by proxy,  except  when the  stockholder
attends a meeting for the express purpose of objecting,  at the beginning of the
meeting,  to the transaction of any business because the meeting is not lawfully
called or convened.  Any  stockholder so waiving notice of such meeting shall be
bound by the  proceedings  of any such  meeting in all respects as if due notice
thereof had been given. (Del. Code Ann., tit. 8, ss.ss. 222, 229)

         Section 8.  Quorum.  At all  meetings  of  stockholders,  except  where
otherwise  provided by statute or by the  Certificate  of  Incorporation,  or by
these  Bylaws,  the  presence,  in person or by proxy  duly  authorized,  of the
holders of a majority of the outstanding  shares of stock entitled to vote shall
constitute a quorum for the transaction of business.  Any shares,  the voting of
which at said  meeting  has been  enjoined,  or which for any  reason  cannot be
lawfully  voted at such  meeting,  shall not be counted to determine a quorum at
such  meeting.  In the  absence of a quorum any meeting of  stockholders  may be
adjourned,  from time to time,  either by the chairman of the meeting or by vote
of the holders of a majority  of the shares  represented  thereat,  but no other
business shall be transacted at such meeting. The stockholders present at a duly
called or  convened  meeting,  at which a quorum is  present,  may  continue  to
transact business until  adjournment,  notwithstanding  the withdrawal of enough
stockholders to leave less than a quorum.  Except as otherwise  provided by law,
the  Certificate  of  Incorporation  or these  Bylaws,  all action  taken by the
holders of a majority of the voting power  represented at any meeting at which a
quorum is present  shall be valid and binding  upon the  corporation;  provided,
however,  that  Directors  shall be elected by a  plurality  of the votes of the
shares  present in person or represented by proxy at the meeting and entitled to
vote on the election of  Directors.  Where a separate vote by a class or classes
is  required,  a majority  of the  outstanding  shares of such class or classes,
present in person or represented by proxy, shall constitute a quorum entitled to
take action with respect to that vote on that matter and the affirmative vote of
the majority (plurality,  in the case of the election of Directors) of shares of
such class or classes  present in person or  represented by proxy at the meeting
shall be the act of such class. (Del. Code Ann., tit. 8, ss. 216)

         Section 9. Adjournment and Notice of Adjourned Meetings. Any meeting of
stockholders,  whether  annual or special,  may be  adjourned  from time to time
either by the chairman of the meeting or by the vote of a majority of the shares
represented  thereat.  When a meeting is  adjourned  to  another  time or place,
notice need not be given of the adjourned  meeting if the time and place thereof
are announced at the meeting at which the adjournment is taken. At the adjourned
meeting the corporation may transact any business which might have

                                       4.

<PAGE>

been  transacted at the original  meeting.  If the  adjournment is for more than
thirty (30) 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.  (Del. Code Ann., tit. 8,
ss. 222(c))

         Section  10.  Voting  Rights.  For the  purpose  of  determining  those
stockholders  entitled  to vote at any  meeting of the  stockholders,  except as
otherwise provided by law, only persons in whose names shares stand on the stock
records of the  corporation  on the record  date,  as  provided in Section 12 of
these Bylaws,  shall be entitled to vote at any meeting of stockholders.  Except
as may be  otherwise  provided  in the  Certificate  of  Incorporation  or these
Bylaws, each stockholder shall be entitled to one vote for each share of capital
stock  held  by such  stockholder.  Every  person  entitled  to vote or  execute
consents shall have the right to do so either in person or by an agent or agents
authorized  by a written  proxy  executed by such person or his duly  authorized
agent, which proxy shall be filed with the Secretary at or before the meeting at
which it is to be used.  An agent so  appointed  need not be a  stockholder.  No
proxy shall be voted after three (3) years from its date of creation  unless the
proxy  provides for a longer  period.  All  elections  of Directors  shall be by
written ballot,  unless otherwise  provided in the Certificate of Incorporation.
(Del. Code Ann., tit. 8, ss.ss. 211(e), 212(b))

         Section  11.  Beneficial  Owners  of  Stock.  (a) If  shares  or  other
securities  having  voting power stand of record in the names of two (2) or more
persons, whether fiduciaries,  members of a partnership,  joint tenants, tenants
in common, tenants by the entirety, or otherwise,  or if two (2) or more persons
have the same  fiduciary  relationship  respecting  the same shares,  unless the
Secretary is given written  notice to the contrary and is furnished  with a copy
of the instrument or order appointing them or creating the relationship  wherein
it is so provided,  their acts with  respect to voting shall have the  following
effect:  (a) if only one (1) votes,  his act binds all; (b) if more than one (1)
votes,  the act of the  majority so voting  binds all;  (c) if more than one (1)
votes, but the vote is evenly split on any particular  matter,  each faction may
vote the  securities  in question  proportionally,  or may apply to the Delaware
Court of  Chancery  for relief as provided  in the  General  Corporation  Law of
Delaware,  Section 217(b). If the instrument filed with the Secretary shows that
any such tenancy is held in unequal interests,  a majority or even-split for the
purpose of this  subsection  (c) shall be a majority or  even-split in interest.
(Del. Code Ann., tit. 8, ss. 217(b))

                  (b) Persons  holding  stock in a fiduciary  capacity  shall be
entitled to vote the shares so held.  Persons  whose  stock is pledged  shall be
entitled  to vote,  unless in the  transfer  by the  pledgor on the books of the
corporation  he has expressly  empowered  the pledgee to vote thereon,  in which
case only the pledgee,  or his proxy, may represent such stock and vote thereon.
(Del. Code Ann., tit. 8, ss. 217(a)).

         Section 12. List of Stockholders. The Secretary shall prepare and make,
at least ten (10) days before every meeting of stockholders,  a complete list of
the  stockholders  entitled to vote at said  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
ordinary

                                       5.

<PAGE>

business  hours,  for a period of at least ten (10) 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  specified,  at the
place  where the meeting is to be held.  The list shall be produced  and kept at
the  time and  place of  meeting  during  the  whole  time  thereof,  and may be
inspected  by any  stockholder  who is  present.  (Del.  Code Ann.,  tit. 8, ss.
219(a))

         Section 13.  Action without Meeting.

                  (a) Any action  required  by statute to be taken at any annual
or special meeting of the stockholders,  or any action which may be taken at any
annual or special meeting of the  stockholders,  may be taken without a meeting,
without  prior  notice and without a vote,  if a consent or consents in writing,
setting  forth the  action so taken,  are signed by the  holders of  outstanding
stock  having not less than the minimum  number of votes that would be necessary
to  authorize  or take such action at a meeting at which all shares  entitled to
vote thereon were present and voted.

                  (b) Every written  consent shall bear the date of signature of
each  stockholder  who  signs  the  consent,  and no  written  consent  shall be
effective to take the corporate action referred to therein unless,  within sixty
(60) days of the earliest  dated  consent  delivered to the  Corporation  in the
manner  herein  required,  written  consents  signed by a  sufficient  number of
stockholders  to take action are delivered to the corporation by delivery to its
registered  office in the State of Delaware,  its principal place of business or
an  officer  or agent of the  corporation  having  custody  of the book in which
proceedings  of  meetings  of  stockholders  are  recorded.  Delivery  made to a
corporation's  registered  office shall be by hand or by certified or registered
mail, return receipt requested. (Del. Code Ann., tit. 8, ss. 228)

                  (c)  Prompt  notice  of the  taking  of the  corporate  action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing. If the action which is consented
to is such as would have required the filing of a certificate  under any section
of the General  corporation  Law of Delaware if such action had been voted on by
stockholders at a meeting thereof, then the certificate filed under such section
shall state,  in lieu of any statement  required by such section  concerning any
vote of stockholders, that written notice and written consent have been given as
provided in Section 228 of the General Corporation Law of Delaware.

         Section 14.  Organization.  (a) At every meeting of  stockholders,  the
Chairman of the Board of Directors,  or, if a Chairman has not been appointed or
is absent,  the President,  or, if the President is absent, the most senior Vice
President  present,  or in the  absence of any such  officer,  a chairman of the
meeting chosen by a majority in interest of the  stockholders  entitled to vote,
present in person or by proxy, shall act as chairman. The Secretary,  or, in his
absence, an Assistant Secretary directed to do so by the President, shall act as
secretary of the meeting.

                  (b)  The  Board  of  Directors  of the  corporation  shall  be
entitled  to make such  rules or  regulations  for the  conduct of  meetings  of
stockholders as it shall deem necessary,  appropriate or convenient.  Subject to
such rules and regulations of the Board of Directors, if

                                       6.

<PAGE>

any, the chairman of the meeting shall have the right and authority to prescribe
such  rules,  regulations  and  procedures  and to do all such  acts as,  in the
judgment of such  chairman,  are  necessary,  appropriate  or convenient for the
proper conduct of the meeting,  including,  without limitation,  establishing an
agenda  or  order  of  business  for  the  meeting,  rules  and  procedures  for
maintaining order at the meeting and the safety of those present, limitations on
participation  in such meeting to  stockholders of record of the corporation and
their duly  authorized and  constituted  proxies,  and such other persons as the
chairman shall permit, restrictions on entry to the meeting after the time fixed
for the commencement  thereof,  limitations on the time allotted to questions or
comments by participants  and regulation of the opening and closing of the polls
for balloting on matters which are to be voted on by ballot.  Unless, and to the
extent  determined  by the Board of  Directors  or the  chairman of the meeting,
meetings of  stockholders  shall not be required to be held in  accordance  with
rules of parliamentary procedure.


                                   ARTICLE IV

                                    Directors

         Section  15.  Number  and Term of  Office.  The  authorized  number  of
directors  of the  corporation  shall be fixed from time to time by the Board of
Directors  either  by a  resolution  or a bylaw  duly  adopted  by the  Board of
Directors.  The number of directors presently authorized is seven (7). Directors
need not be stockholders unless so required by the Certificate of Incorporation.
If for any  cause,  the  Directors  shall  not have  been  elected  at an annual
meeting,  they may be  elected as soon  thereafter  as  convenient  at a special
meeting of the  stockholders  called for that purpose in the manner  provided in
these Bylaws.  No reduction of the authorized number of Directors shall have the
effect of removing any Director  before the Director's  term of office  expires,
unless such removal is made pursuant to the provisions of Section 20 hereof.
(Del. Code Ann., tit. 8, ss.ss. 141(b), 211(b), (c))

         Section 16. Powers.  The powers of the corporation  shall be exercised,
its business  conducted  and its property  controlled by the Board of Directors,
except  as may be  otherwise  provided  by  statute  or by  the  Certificate  of
Incorporation (Del. Code Ann., tit. 8, ss. 141(a))

         Section  17.  Classes of  Directors.  The Board of  Directors  shall be
divided into three  classes:  Class I, Class II and Class III, which shall be as
nearly equal in number as possible.  Each director shall serve for a term ending
on the date of the third annual  meeting of  stockholders  following  the annual
meeting at which the director was elected; provided,  however, that each initial
director in Class I shall hold office until the annual  meeting of  stockholders
in 1990;  each  initial  director in Class II shall hold office until the annual
meeting of  stockholders  in 1991; and each initial  director in Class III shall
hold office until the annual meeting of  stockholders  in 1992.  Notwithstanding
the foregoing  provisions of this section,  each director  shall serve until his
successor  is duly  elected and  qualified  or until his death,  resignation  or
removal. (Del. Code Ann., tit. 8, ss.141(d))





                                       7.

<PAGE>



         Section 18. Newly Created Directorships and Vacancies.  In the event of
any  increase or  decrease  in the  authorized  number of  directors,  the newly
created or  eliminated  directorships  resulting  from such increase or decrease
shall be  apportioned  by the Board of  Directors  among the  three  classes  of
directors so as to maintain  such classes as nearly equal in number as possible.
No decrease in the number of directors constituting the Board of Directors shall
shorten  the  term  of  any  incumbent  director.  Newly  created  directorships
resulting  from any increase in the number of directors and any vacancies on the
Board of Directors resulting from death, resignation,  disqualification, removal
or other cause shall be filled either (i) by the affirmative vote of the holders
of a  majority  of the  voting  power  of  the  then-outstanding  shares  of the
Company's  capital stock; or (ii) by the  affirmative  vote of a majority of the
remaining  directors  then in  office,  even  though  less  than a quorum of the
authorized  Board of  Directors.  Any director  elected in  accordance  with the
preceding  sentence  shall hold office for the remainder of the full term of the
class of  directors  in which the new  directorship  was  created or the vacancy
occurred  and until  such  director's  successors  shall have been  elected  and
qualified.

         Section  19.  Resignation.  Any  Director  may  resign  at any  time by
delivering his written resignation to the Secretary, such resignation to specify
whether it will be effective at a particular time, upon receipt by the Secretary
or at the pleasure of the Board of Directors.  If no such specification is made,
it shall be deemed effective at the pleasure of the Board of Directors. When one
or more  Directors  shall  resign from the Board of  Directors,  effective  at a
future date, a majority of the  Directors  then in office,  including  those who
have so resigned,  shall have power to fill such vacancy or vacancies,  the vote
thereon to take  effect  when such  resignation  or  resignations  shall  become
effective,  and each  Director  so chosen  shall hold  office for the  unexpired
portion of the term of the  Director  whose place shall be vacated and until his
successor  shall have been duly elected and qualified.  (Del. Code Ann., tit. 8,
ss.ss. 141(b), 223(d))

         Section 20.  Removal.  Any director,  or the entire Board of Directors,
may be  removed  from  office,  (a) with  cause by the  affirmative  vote of the
holders of a majority of the voting power of all of the then-outstanding  shares
of the  Company's  capital  stock,  voting  together as a single  class;  or (b)
without cause, by the affirmative  vote of the holders of at least sixty-six and
two-thirds percent (66-2/3%) of the voting power of the Company's capital stock.
(Del. Code Ann., tit. 8, ss. 141(k))

         Section 21.  Meetings.

                  (a)  Annual  Meetings.  The  annual  meeting  of the  Board of
Directors shall be held immediately after the annual meeting of stockholders and
at the place where such meeting is held.  No notice of an annual  meeting of the
Board of  Directors  shall be necessary  and such meeting  shall be held for the
purpose of electing officers and transacting such other business as may lawfully
come before it.

                  (b)  Regular   Meetings.   Except  as  hereinafter   otherwise
provided, regular meetings of the Board of Directors shall be held in the office
of the corporation required to be

                                       8.

<PAGE>

maintained  pursuant to Section 2 hereof.  Unless  otherwise  restricted  by the
Certificate  of  Incorporation,  regular  meetings of the Board of Directors may
also be held at any place within or without the State of Delaware which has been
determined by the Board of Directors. (Del. Code Ann., tit. 8, ss. 141(g))

                  (c)  Special  Meetings.  Unless  otherwise  restricted  by the
Certificate of Incorporation,  special meetings of the Board of Directors may be
held at any time and place  within or  without  the State of  Delaware  whenever
called by the President or a majority of the Directors. (Del. Code Ann., tit. 8,
ss. 141(g))

                  (d) Telephone Meetings.  Any member of the Board of Directors,
or of any committee thereof, may participate in a meeting by means of conference
telephone  or similar  communications  equipment  by means of which all  persons
participating in the meeting can hear each other, and participation in a meeting
by such means shall  constitute  presence in person at such meeting.  (Del. Code
Ann., tit. 8, ss. 141(i))

                  (e) Notice of Meetings.  Written  notice of the time and place
of all special  meetings of the Board of  Directors  shall be given at least one
(1) day before the date of the  meeting.  Notice of any meeting may be waived in
writing  at any time  before  or after  the  meeting  and will be  waived by any
Director by attendance thereat, except when the Director attends the meeting for
the express  purpose of  objecting,  at the  beginning  of the  meeting,  to the
transaction  of any  business  because  the  meeting is not  lawfully  called or
convened. (Del. Code Ann., tit. 8, ss. 229)

                  (f) Waiver of Notice.  The  transaction of all business at any
meeting of the Board of Directors,  or any committee thereof,  however called or
noticed,  or wherever  held,  shall be as valid as though had at a meeting  duly
held after regular call and notice, if a quorum is present and if, either before
or after the meeting,  each of the Directors not present signs a written  waiver
of notice,  or a consent to holding such meeting,  or an approval of the minutes
thereof.  Neither  the  business  to be  transacted  at, nor the purpose of, any
regular or special  meeting of the Board of  Directors  need be specified in any
written  waiver of notice or consent  unless so required by the  Certificate  of
Incorporation or these Bylaws. All such waivers,  consents or approvals shall be
filed with the  corporate  records or made a part of the minutes of the meeting.
(Del. Code Ann., tit. 8, ss. 229)

         Section 22.  Quorum and Voting.

                  (a) Unless the Certificate of Incorporation requires a greater
number and  except  with  respect to  indemnification  questions  arising  under
Section 43 hereof,  for which a quorum shall be one-third of the exact number of
Directors fixed from time to time in accordance with Section 15 hereof,  but not
less  than one (1),  a quorum  of the  Board of  Directors  shall  consist  of a
majority of the exact number of Directors  fixed from time to time in accordance
with Section 15 of these Bylaws, but not less than one (1);  provided,  however,
at any  meeting  whether a quorum be present  or  otherwise,  a majority  of the
Directors  present  may  adjourn  from time to time until the time fixed for the
next regular meeting of the Board of

                                       9.

<PAGE>

Directors,  without notice other than by announcement at the meeting. (Del. Code
Ann., tit. 8, ss. 141(b))

                  (b) At each  meeting  of the  Board  of  Directors  at which a
quorum is present all questions and business  shall be determined by a vote of a
majority of the Directors  present,  unless a different vote be required by law,
the Certificate of Incorporation  or these Bylaws.  (Del. Code Ann., tit. 8, ss.
141(b))

         Section 23. Action without Meeting.  Unless otherwise restricted by the
Certificate of Incorporation  or these Bylaws,  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 of  Directors  or
committee,  as the case may be, consent thereto in writing,  and such writing or
writings are filed with the minutes of  proceedings of the Board of Directors or
committee. (Del. Code Ann., tit. 8, ss. 141(f))

         Section 24. Fees and Compensation.  Directors shall be entitled to such
compensation  for their  services as may be approved by the Board of  Directors,
including,  if so approved, by resolution of the Board of Directors, a fixed sum
and expenses of  attendance,  if any, for  attendance at each regular or special
meeting of the Board of Directors and at any meeting of a committee of the Board
of  Directors.  Nothing  herein  contained  shall be  construed  to preclude any
Director  from  serving  the  corporation  in any other  capacity as an officer,
agent, employee, or otherwise and receiving  compensation  therefor.  (Del. Code
Ann., tit. 8, ss. 141(h))

         Section 25.  Committees.

                  (a)  Executive  Committee.  The  Board  of  Directors  may  by
resolution  passed by a majority  of the whole  Board of  Directors,  appoint an
Executive  Committee  to  consist  of one (1) or more  members  of the  Board of
Directors.  The  Executive  Committee,  to  the  extent  permitted  by  law  and
specifically granted by the Board of Directors, shall have and may exercise when
the Board of Directors is not in session all powers of the Board of Directors in
the  management  of the  business  and  affairs of the  corporation,  including,
without  limitation,  the power  and  authority  to  declare  a  dividend  or to
authorize the issuance of stock,  except such committee shall not have the power
or authority to amend the Certificate of Incorporation, to adopt an agreement of
merger or  consolidation,  to recommend to the  stockholders  the sale, lease or
exchange of all or substantially all of the  corporation's  property and assets,
to  recommend  to the  stockholders  of the  corporation  a  dissolution  of the
corporation  or a revocation  of a dissolution  or to amend these Bylaws.  (Del.
Code Ann., tit. 8, ss. 141(c))

                  (b)  Other   Committees.   The  Board  of  Directors  may,  by
resolution  passed by a majority of the whole Board of  Directors,  from time to
time  appoint  such other  committees  as may be  permitted  by law.  Such other
committees  appointed by the Board of Directors shall consist of one (1) or more
members of the Board of  Directors,  and shall have such powers and perform such
duties as may be  prescribed  by the  resolution  or  resolutions  creating such
committees,  but in no event shall such  committee have the powers denied to the
Executive Committee in these Bylaws. (Del. Code Ann., tit. 8, ss. 141(c))

                                       10.

<PAGE>

                  (c)  Term.  The  members  of all  committees  of the  Board of
Directors  shall serve a one (1) year term.  The Board of Directors,  subject to
the  provisions  of  subsections  (a) or (b) of this Section 25, may at any time
increase  or  decrease  the number of members of a committee  or  terminate  the
existence of a committee.  The membership of a committee  member shall terminate
on the date of his death or voluntary resignation from the committee or from the
Board of Directors. The Board of Directors may at any time for any reason remove
any  individual  committee  member  and the  Board  of  Directors  may  fill any
committee  vacancy  created by death,  resignation,  removal or  increase in the
number of members of the committee.  The Board of Directors 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, and, in addition, in the
absence or disqualification of any member of a committee,  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. (Del. Code Ann., tit. 8, ss.141(c))

                  (d) Meetings.  Unless the Board of Directors  shall  otherwise
provide,  regular  meetings of the  Executive  Committee or any other  committee
appointed  pursuant to this Section 24 shall be held at such times and places as
are  determined by the Board of Directors,  or by any such  committee,  and when
notice  thereof  has been  given to each  member of such  committee,  no further
notice of such regular  meetings need be given  thereafter.  Special meetings of
any such committee may be held at any place which has been  determined from time
to time by such committee,  and may be called by any Director who is a member of
such committee, upon written notice to the members of such committee of the time
and place of such special meeting given in the manner provided for the giving of
written  notice to  members of the Board of  Directors  of the time and place of
special meetings of the Board of Directors. Notice of any special meeting of any
committee  may be waived in writing at any time  before or after the meeting and
will be waived by any Director by attendance  thereat,  except when the Director
attends  such  special  meeting for the  express  purpose of  objecting,  at the
beginning of the meeting, to the transaction of any business because the meeting
is not  lawfully  called or  convened.  A majority of the  authorized  number of
members of any such committee  shall  constitute a quorum for the transaction of
business,  and the act of a majority of those  present at any meeting at which a
quorum is present shall be the act of such  committee.  (Del. Code Ann., tit. 8,
ss.ss. 141(c), 229)

         Section  26.  Organization.  At every  meeting  of the  Directors,  the
Chairman of the Board of Directors,  or, if a Chairman has not been appointed or
is absent,  the President,  or if the President is absent,  the most senior Vice
President,  or, in the  absence of any such  officer,  a chairman of the meeting
chosen by a majority of the Directors  present,  shall preside over the meeting.
The Secretary,  or in his absence,  an Assistant  Secretary directed to do so by
the President, shall act as secretary of the meeting.

                                       11.

<PAGE>

                                    ARTICLE V

                                    Officers

         Section 27. Officers Designated.  The officers of the corporation shall
be the  Chairman  of the Board of  Directors,  the  President,  one or more Vice
Presidents,  the Secretary and the Chief Financial Officer or Treasurer,  all of
whom  shall be  elected  at the  annual  organizational  meeting of the Board of
Directors.  The order of the  seniority of the Vice  Presidents  shall be in the
order  of  their  nomination,  unless  otherwise  determined  by  the  Board  of
Directors.  The  Board of  Directors  may  also  appoint  one or more  Assistant
Secretaries,  Assistant Treasurers, and such other officers and agents with such
powers and duties as it shall deem necessary.  The Board of Directors may assign
such  additional  titles  to one  or  more  of the  officers  as it  shall  deem
appropriate. Any one person may hold any number of offices of the corporation at
any one time unless specifically  prohibited  therefrom by law. The salaries and
other  compensation of the officers of the  corporation  shall be fixed by or in
the manner designated by the Board of Directors. (Del. Code Ann., tit. 8, ss.ss.
122(5), 142(a), (b))

         Section 28.  Tenure and Duties of Officers.

                  (a) General. All officers shall hold office at the pleasure of
the Board of Directors and until their  successors  shall have been duly elected
and qualified,  unless sooner  removed.  Any officer elected or appointed by the
Board of Directors may be removed at any time by the Board of Directors.  If the
office of any officer  becomes vacant for any reason,  the vacancy may be filled
by the Board of Directors. (Del. Code Ann., tit. 8, ss. 141(b), (e))

                  (b) Duties of Chairman of the Board of Directors. The Chairman
of the Board of  Directors,  if  appointed  and  present,  shall  preside at all
meetings of the  stockholders  and the Board of  Directors.  The Chairman of the
Board of Directors  shall perform other duties  commonly  incident to his office
and shall also perform such other duties and have such other powers as the Board
of Directors shall  designate from time to time. If there is no President,  then
the Chairman of the Board of Directors  shall also serve as the Chief  Executive
Officer of the  corporation  and shall have the powers and duties  prescribed in
paragraph (c) of this Section 28. (Del. Code Ann., tit. 8, ss. 142(a))

                  (c) Duties of President.  The  President  shall preside at all
meetings of the  stockholders  and at all  meetings  of the Board of  Directors,
unless the Chairman of the Board of Directors has been appointed and is present.
The President shall be the Chief Executive Officer of the corporation and shall,
subject to the  control of the Board of  Directors,  have  general  supervision,
direction  and control of the  business  and  officers of the  corporation.  The
President shall perform other duties  commonly  incident to his office and shall
also  perform  such  other  duties  and have such  other  powers as the Board of
Directors shall designate from time to time.
(Del. Code Ann., tit. 8, ss. 142(a))

                  (d) Duties of Vice  Presidents.  The Vice  Presidents,  in the
order of their seniority,  may assume and perform the duties of the President in
the absence or disability of the

                                       12.

<PAGE>

President or whenever the office of  President  is vacant.  The Vice  Presidents
shall  perform  other  duties  commonly  incident to their office and shall also
perform  such other  duties and have such other powers as the Board of Directors
or the President shall designate from time to time. (Del. Code Ann., tit. 8, ss.
142(a))

                  (e)  Duties of  Secretary.  The  Secretary  shall  attend  all
meetings of the stockholders and of the Board of Directors, and shall record all
acts  and  proceedings  thereof  in the  minute  book  of the  corporation.  The
Secretary may give notice in conformity with these Bylaws of all meetings of the
stockholders,  and of all meetings of the Board of Directors  and any  committee
thereof requiring notice. The Secretary shall perform all other duties given him
in these Bylaws and other duties commonly  incident to his office and shall also
perform  such other  duties and have such other powers as the Board of Directors
shall  designate  from time to time.  The  President  may direct  any  Assistant
Secretary  to assume and perform the duties of the  Secretary  in the absence or
disability of the Secretary,  and each Assistant  Secretary  shall perform other
duties commonly  incident to his office and shall also perform such other duties
and have such other  powers as the Board of  Directors  or the  President  shall
designate from time to time. (Del. Code Ann., tit. 8, ss. 142(a))

                  (f) Duties of Chief Financial Officer or Treasurer.  The Chief
Financial  Officer  or  Treasurer  shall  keep or cause to be kept the  books of
account of the  corporation  in a thorough and proper  manner,  and shall render
statements of the financial affairs of the corporation in such form and as often
as required by the Board of  Directors  or the  President.  The Chief  Financial
Officer or Treasurer, subject to the order of the Board of Directors, shall have
the custody of all funds and securities of the corporation.  The Chief Financial
Officer or Treasurer shall perform other duties commonly  incident to his office
and shall also perform such other duties and have such other powers as the Board
of Directors or the President  shall  designate from time to time. The President
may direct any Assistant Treasurer to assume and perform the duties of the Chief
Financial  Officer  or  Treasurer  in the  absence  or  disability  of the Chief
Financial Officer or Treasurer, and each Assistant Treasurer shall perform other
duties commonly  incident to his office and shall also perform such other duties
and have such other  powers as the Board of  Directors  or the  President  shall
designate from time to time. (Del. Code Ann., tit. 8, ss. 142(a))

         Section 29.  Delegation of  Authority.  The Board of Directors may from
time to time  delegate the powers or duties of any officer to any other  officer
or agent, notwithstanding any provision hereof.

         Section 30. 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 such resignation  shall be effective when received by the person
or  persons  to whom  such  notice is given,  unless a later  time is  specified
therein,  in which event the  resignation  shall become  effective at such later
time.  Unless  otherwise  specified in such notice,  the  acceptance of any such
resignation  shall not be necessary to make it effective.  Any resignation shall
be  without  prejudice  to the  rights,  if any,  of the  corporation  under any
contract with the resigning officer.(Del. Code Ann., tit. 8, ss. 142(b))

                                       13.

<PAGE>

         Section 31.  Removal.  Any  officer  may be removed  from office at any
time, either with or without cause, by the vote or written consent of a majority
of the Directors in office at the time, or by any committee or superior officers
upon  whom  such  power of  removal  may have  been  conferred  by the  Board of
Directors.


                                   ARTICLE VI

                  Execution of Corporate Instruments and Voting
                     of Securities Owned by the Corporation

         Section 32. Execution of Corporate Instruments.  The Board of Directors
may, in its discretion, determine the method and designate the signatory officer
or officers, or other person or persons, to execute on behalf of the corporation
any corporate  instrument or document,  or to sign on behalf of the  corporation
the corporate name without  limitation,  or to enter into contracts on behalf of
the  corporation,  except where otherwise  provided by law or these Bylaws,  and
such execution or signature  shall be binding upon the  corporation.  (Del. Code
Ann., tit. 8, ss.ss. 103(a), 142(a), 158)

                  Unless  otherwise  specifically  determined  by the  Board  of
Directors  or  otherwise  required  by law,  promissory  notes,  deeds of trust,
mortgages and other  evidences of  indebtedness  of the  corporation,  and other
corporate   instruments   or  documents   requiring  the  corporate   seal,  and
certificates  of shares of stock owned by the  corporation,  shall be  executed,
signed or endorsed by the Chairman of the Board of  Directors,  or the President
or any Vice  President,  and by the  Secretary  or Chief  Financial  Officer  or
Treasurer  or  any  Assistant  Secretary  or  Assistant  Treasurer.   All  other
instruments and documents requiring the corporate  signature,  but not requiring
the corporate  seal, may be executed as aforesaid or in such other manner as may
be directed by the Board of Directors.  (Del. Code Ann., tit. 8, ss.ss.  103(a),
142(a), 158)

                  All checks and drafts drawn on banks or other  depositaries on
funds to the credit of the corporation or in special accounts of the corporation
shall be  signed by such  person or  persons  as the  Board of  Directors  shall
authorize so to do.

                  Unless  authorized  or ratified by the Board of  Directors  or
within the agency power of an officer, 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 for any  purpose or for any  amount.
(Del. Code Ann., tit. 8, ss.ss. 103(a), 142(a), 158).

         Section 33. Voting of Securities  Owned by the  Corporation.  All stock
and other securities of other  corporations owned or held by the corporation for
itself,  or for other parties in any capacity,  shall be voted,  and all proxies
with respect  thereto  shall be executed,  by the person  authorized so to do by
resolution of the Board of Directors,  or, in the absence of such authorization,
by the Chairman of the Board of Directors, the President, or any Vice President.
(Del. Code Ann., tit. 8, ss. 123)

                                       14.

<PAGE>

                                   ARTICLE VII

                                 Shares of Stock

         Section 34. Form and Execution of  Certificates.  Certificates  for the
shares of stock of the  corporation  shall be in such form as is consistent with
the  Certificate of  Incorporation  and applicable law. 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 Chairman of the Board of Directors,  or the President
or any  Vice  President  and by the  Treasurer  or  Assistant  Treasurer  or the
Secretary or Assistant  Secretary,  certifying the number of shares owned by him
in the corporation.  Where such certificate is countersigned by a transfer agent
other than the  corporation  or its employee,  or by a registrar  other than the
corporation or its employee,  any other  signature on the  certificate  may be a
facsimile.  In case any officer,  transfer agent, or registrar who has signed or
whose facsimile  signature has been placed upon a certificate  shall have ceased
to be such officer,  transfer  agent,  or registrar  before such  certificate is
issued,  it may be  issued  with the same  effect  as if he were  such  officer,
transfer agent, or registrar at the date of issue.  Each certificate shall state
upon the face or back thereof,  in full or in summary,  all of the designations,
preferences,  limitations,  restrictions  on transfer and relative rights of the
shares authorized to be issued. (Del. Code Ann., tit. 8, ss. 158)

         Section 35. Lost Certificates. A new certificate or certificates may 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.  The  corporation  may  require,  as a  condition
precedent to the issuance of a new  certificate  or  certificates,  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 or to
give the  corporation  a surety bond in such form and amount 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.
(Del. Code Ann., tit. 8, ss. 167)

         Section 36.  Transfers.

                  (a) Transfers of record of shares of stock of the  corporation
shall be made  only  upon its  books by the  holders  thereof,  in  person or by
attorney  duly  authorized,  and  upon  the  surrender  of a  properly  endorsed
certificate or certificates  for a like number of shares.  (Del. Code Ann., tit.
8, ss. 201, tit. 6, ss. 8-401(1))

                  (b) The corporation shall have power to enter into and perform
any  agreement  with any number of  stockholders  of any one or more  classes of
stock of the  corporation  to  restrict  the  transfer of shares of stock of the
corporation of any one or more classes owned by such  stockholders in any manner
not prohibited by the General Corporation Law of Delaware. (Del. Code Ann., tit.
8, ss. 160 (a))

                                       15.

<PAGE>

         Section 37.  Fixing Record Dates.

                  (a)  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,  the Board of Directors may fix, in advance,  a record
date,  which  record date shall not  precede the date upon which the  resolution
fixing the record date is adopted by the Board of  Directors,  and which  record
date shall not be more than  sixty  (60) nor less than ten (10) days  before the
date of such meeting. If no record date is fixed by the Board of Directors,  the
record date for determining  stockholders  entitled to notice of or to vote at a
meeting  of  stockholders  shall  be at the  close of  business  on the day next
preceding the day on which notice is given, or if notice is waived, at the close
of business on the day next  preceding  the day on which the meeting is held.  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.

                  (b) order that the Corporation may determine the  stockholders
entitled to consent to corporate action in writing without a meeting,  the Board
of Directors  may fix, in advance,  a record  date,  which record date shall not
precede the date upon which the resolution  fixing the record date is adopted by
the  Board of  Directors,  and which  date  shall not be more than ten (10) days
after the date upon which the  resolution  fixing the record  date is adopted by
the  Board of  Directors.  If no  record  date has  been  fixed by the  Board of
Directors,  the record date for determining  stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the Board
of  Directors  is  required  by law,  shall be the first  date on which a signed
written  consent  setting  forth the  action  taken or  proposed  to be taken is
delivered to the  Corporation by delivery to its registered  office in the State
of  Delaware,  its  principal  place of  business  or an officer or agent of the
Corporation  having  custody of the book in which  proceedings  of  meetings  of
stockholders are recorded.  Delivery made to a Corporation's  registered  office
shall be by hand or by certified or registered mail,  return receipt  requested.
If no record date has been fixed by the Board of  Directors  and prior action by
the Board of  Directors  is  required by law,  the record  date for  determining
stockholders  entitled  to consent  to  corporate  action in  writing  without a
meeting  shall be at the  close of  business  on the day on which  the  Board of
Directors adopts the resolution taking such prior action.

                  (c) order that the corporation may determine the  stockholders
entitled to receive  payment of any dividend or other  distribution or allotment
of any rights or the stockholders  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
record  date shall not  precede  the date upon which the  resolution  fixing the
record date is adopted,  and which record date shall be not more than sixty (60)
days prior to such  action.  If no record  date is fixed,  the  record  date for
determining  stockholders for any such purpose shall be at the close of business
on the day on which  the  Board of  Directors  adopts  the  resolution  relating
thereto. (Del. Code Ann., tit. 8, ss. 213)

         Section 38. Registered Stockholders.  The corporation shall be entitled
to recognize  the  exclusive  right of a person  registered  on its books as the
owner of shares to receive

                                       16.

<PAGE>



dividends,  and to vote as such owner,  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.  (Del. Code Ann., tit. 8,
ss.ss. 213(a), 219)


                                  ARTICLE VIII

                       Other Securities of the Corporation

         Section 39. Execution of Other  Securities.  All bonds,  debentures and
other corporate  securities of the  corporation,  other than stock  certificates
(covered  in  Section  33),  may be  signed  by the  Chairman  of the  Board  of
Directors,  the President or any Vice President,  or such other person as may be
authorized by the Board of Directors,  and the corporate seal impressed  thereon
or a facsimile of such seal  imprinted  thereon and attested by the signature of
the  Secretary  or an Assistant  Secretary,  or the Chief  Financial  Officer or
Treasurer  or an Assistant  Treasurer;  provided,  however,  that where any such
bond, debenture or other corporate security shall be authenticated by the manual
signature of a trustee under an indenture pursuant to which such bond, debenture
or other  corporate  security  shall be issued,  the  signatures  of the persons
signing  and  attesting  the  corporate  seal on such bond,  debenture  or other
corporate  security may be the  imprinted  facsimile of the  signatures  of such
persons.  Interest  coupons  appertaining  to any such bond,  debenture or other
corporate security,  authenticated by a trustee as aforesaid, shall be signed by
the Treasurer or an Assistant  Treasurer of the corporation or such other person
as may be authorized by the Board of Directors,  or bear  imprinted  thereon the
facsimile signature of such person. In case any officer who shall have signed or
attested any bond,  debenture or other  corporate  security,  or whose facsimile
signature shall appear thereon or on any such interest coupon, shall have ceased
to be such officer  before the bond,  debenture or other  corporate  security so
signed or attested  shall have been  delivered,  such bond,  debenture  or other
corporate security nevertheless may be adopted by the corporation and issued and
delivered as though the person who signed the same or whose facsimile  signature
shall  have  been  used  thereon  had  not  ceased  to be  such  officer  of the
corporation.


                                   ARTICLE IX

                                    Dividends

         Section 40. Declaration of Dividends.  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 pursuant to law
at any regular or special  meeting.  Dividends may be paid in cash, in property,
or in shares of the capital stock,  subject to the provisions of the Certificate
of Incorporation. (Del. Code Ann., tit. 8, ss.ss. 170, 173)

         Section 41. Dividend Reserve. 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 Board of

                                       17.

<PAGE>



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  any property of the  corporation,  or for such other
purpose as the Board of Directors  shall think conducive to the interests of the
corporation,  and the Board of Directors  may modify or abolish any such reserve
in the manner in which it was created. (Del. Code Ann., tit. 8, ss. 171)


                                    ARTICLE X

                                   Fiscal Year

         Section 42. Fiscal Year. The fiscal year of the  corporation  shall end
on the nearest  Saturday to the 30th day of  September of each year and begin on
the  following  day or at such other times as may be fixed by  resolution of the
Board of directors.


                                   ARTICLE XI

                                 Indemnification

         Section 43. Indemnification of Directors, Officers, Employees and Other
Agents.

                  (a) Directors.  The corporation  shall indemnify its Directors
and  executive  officers to the fullest  extent not  prohibited  by the Delaware
General Corporation Law; provided,  however,  that the corporation may limit the
extent of such  indemnification  by individual  contracts with its Directors and
executive officers;  and, provided,  further,  that the corporation shall not be
required to indemnify any Director or executive  officer in connection  with any
proceeding (or part thereof)  initiated by such person or any proceeding by such
person against the  corporation or its Directors,  officers,  employees or other
agents unless (i) such  indemnification is expressly required to be made by law,
(ii) the proceeding was authorized by the Board of Directors of the  corporation
or (iii)  such  indemnification  is  provided  by the  corporation,  in its sole
discretion,  pursuant to the powers vested in the corporation under the Delaware
General Corporation Law.

                  (b)  Officers,  Employees and Other  Agents.  The  corporation
shall have power to indemnify its other officers,  employees and other agents as
set forth in the Delaware General Corporation Law.

                  (c)      Good Faith.

                           (1) For  purposes  of any  determination  under  this
Bylaw,  a Director or  executive  officer  shall be deemed to have 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, to have had no reasonable cause to believe that his conduct was

                                       18.

<PAGE>

unlawful,  if  his  action  is  based  on  information,  opinions,  reports  and
statements,  including  financial  statements and other  financial data, in each
case prepared or presented by:

                                    (i) one or more officers or employees of the
corporation  whom the Director or executive  officer believed to be reliable and
competent in the matters presented;

                                    (ii)  counsel,  independent  accountants  or
other persons as to matters which the Director or executive  officer believed to
be within such person's professional competence; and

                                    (iii)  with   respect  to  a   Director,   a
committee of the Board upon which such  Director  does not serve,  as to matters
within such  Committee's  designated  authority,  which  committee  the Director
believes to merit confidence;

so long as, in each  case,  the  Director  or  executive  officer  acts  without
knowledge that would cause such reliance to be unwarranted.

                           (2) The  termination  of any  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  proceeding,  that he had reasonable  cause to believe that his conduct
was unlawful.

                           (3) The provisions of this paragraph (c) shall not be
deemed  to be  exclusive  or to  limit in any way the  circumstances  in which a
person may be deemed to have met the applicable standard of conduct set forth by
the Delaware General Corporation Law.

                  (d) Expenses.  The  corporation  shall  advance,  prior to the
final disposition of any proceeding,  promptly  following request therefor,  all
expenses  incurred by any Director or executive  officer in connection with such
proceeding  upon  receipt of an  undertaking  by or on behalf of such  person to
repay said amounts if it should be determined ultimately that such person is not
entitled to be indemnified under this Bylaw or otherwise.

         Notwithstanding the foregoing,  unless otherwise determined pursuant to
paragraph (e) of this Bylaw,  no advance shall be made by the  corporation  if a
determination is reasonably and promptly made (1) by the Board of Directors by a
majority  vote of a quorum  consisting  of Directors who were not parties to the
proceeding,  or (2) if such quorum is not obtainable,  or, even if obtainable, a
quorum of disinterested  directors so directs, by independent legal counsel in a
written  opinion,  that the facts known to the decision making party at the time
such determination is made demonstrate clearly and convincingly that such person
acted in bad faith or in a manner  that such  person did not believe to be in or
not opposed to the best interests of the corporation.

                                       19.

<PAGE>

                  (e)  Enforcement.  Without the  necessity of entering  into an
express contract,  all rights to  indemnification  and advances to Directors and
executive officers under this Bylaw shall be deemed to be contractual rights and
be effective to the same extent and as if provided for in a contract between the
corporation and the Director or executive officer.  Any right to indemnification
or advances  granted by this Bylaw to a Director or executive  officer  shall be
enforceable  by or on behalf of the  person  holding  such right in any court of
competent  jurisdiction  if (i) the claim for  indemnification  or  advances  is
denied, in whole or in part, or (ii) no disposition of such claim is made within
ninety (90) days of request therefor.  The claimant in such enforcement  action,
if successful in whole or in part, shall be entitled to be paid also the expense
of  prosecuting  his claim.  The  corporation  shall be  entitled  to raise as a
defense  to any such  action  that the  claimant  has not met the  standards  of
conduct that make it permissible under the Delaware General  Corporation Law for
the  corporation to indemnify the claimant for the amount  claimed.  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 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 claimant
has not met the applicable standard of conduct.

                  (f)  Non-Exclusivity  of Rights.  The rights  conferred on any
person by this Bylaw shall not be exclusive of any other right which such person
may have or hereafter acquire under any statute, provision of the Certificate of
Incorporation,   Bylaws,   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 office. The corporation is specifically
authorized to enter into individual  contracts with any or all of its Directors,
officers,  employees or agents respecting  indemnification and advances,  to the
fullest extent not prohibited by the Delaware General Corporation Law.

                  (g) Survival of Rights.  The rights conferred on any person by
this  Bylaw  shall  continue  as to a person  who has  ceased to be a  Director,
officer,  employee  or other  agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

                  (h) Insurance. To the fullest extent permitted by the Delaware
General  Corporation  Law,  the  corporation,  upon  approval  by the  Board  of
Directors,  may purchase insurance on behalf of any person required or permitted
to be indemnified pursuant to this Bylaw.

                  (i) Amendments. Any repeal or modification of this Bylaw shall
only be  prospective  and shall not affect the rights under this Bylaw in effect
at the time of the alleged  occurrence  of any action or omission to act that is
the cause of any proceeding against any agent of the corporation.

                                       20.

<PAGE>



                  (j) Saving  Clause.  If this Bylaw or any portion hereof shall
be  invalidated on any ground by any court of competent  jurisdiction,  then the
corporation shall nevertheless  indemnify each Director and executive officer to
the full  extent not  prohibited  by any  applicable  portion of this Bylaw that
shall not have been invalidated, or by any other applicable law.

                  (k) Certain  Definitions.  For the purposes of this Bylaw, the
following definitions shall apply:

                           (1) The term "proceeding"  shall be broadly construed
and  shall  include,   without  limitation,   the  investigation,   preparation,
prosecution,  defense, settlement,  arbitration and appeal of, and the giving of
testimony in, any threatened,  pending or completed action,  suit or proceeding,
whether civil, criminal, administrative or investigative.

                           (2) The term  "expenses"  shall be broadly  construed
and shall include,  without  limitation,  court costs,  attorneys' fees, witness
fees,  fines,  amounts  paid in  settlement  or judgment and any other costs and
expenses of any nature or kind incurred in connection with any proceeding.

                           (3) The  term the  "corporation"  shall  include,  in
addition to the resulting  corporation,  any constituent  corporation (including
any constituent of a constituent)  absorbed in a consolidation  or merger which,
if its separate  existence had continued,  would have had power and authority to
indemnify its directors,  officers,  and employees or agents, so that any person
who is or was a  director,  officer,  employee  or  agent  of  such  constituent
corporation, or is or was serving at the request of such constituent corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture, trust or other enterprise, shall stand in the same position under
the  provisions  of this  Bylaw  with  respect  to the  resulting  or  surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.

                           (4)   References   to   a   "director,"    "officer,"
"employee," or "agent" of the  corporation  shall include,  without  limitation,
situations  where such person is serving at the request of the  corporation as a
director,   officer,   employee,   trustee  or  agent  of  another  corporation,
partnership, joint venture, trust or other enterprise.

                           (5) 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 this Bylaw.

                                       21.

<PAGE>

                                   ARTICLE XII

                                     Notices

         Section 44.  Notices.

                  (a) Notice to Stockholders.  Whenever, under any provisions of
these  Bylaws,  notice is required to be given to any  stockholder,  it shall be
given in writing,  timely and duly deposited in the United States mail,  postage
prepaid,  and  addressed  to his last known post office  address as shown by the
stock record of the corporation or its transfer agent.  (Del. Code Ann., tit. 8,
ss. 222)

                  (b) Notice to  Directors.  Any notice  required to be given to
any  Director  may be  given by the  method  stated  in  subsection  (a),  or by
facsimile,  telex or  telegram,  except that such notice other than one which is
delivered  personally  shall be sent to such address as such Director shall have
filed in writing with the Secretary,  or, in the absence of such filing,  to the
last known post office address of such Director.

                  (c)  Address  Unknown.  If  no  address  of a  stockholder  or
Director be known, notice may be sent to the office of the corporation  required
to be maintained pursuant to Section 2 hereof.

                  (d) Affidavit of Mailing. An affidavit of mailing, executed by
a duly  authorized  and competent  employee of the  corporation  or its transfer
agent appointed with respect to the class of stock affected, specifying the name
and address or the names and addresses of the stock- holder or stockholders,  or
Director or Directors, to whom any such notice or notices was or were given, and
the time and  method of giving the same,  shall be  conclusive  evidence  of the
statements therein contained. (Del. Code Ann., tit. 8, ss. 222)

                  (e) Time Notices  Deemed Given.  All notices given by mail, as
above provided, shall be deemed to have been given as at the time of mailing and
all notices given by facsimile,  telex or telegram  shall be deemed to have been
given as of the sending time recorded at time of transmission.

                  (f) Methods of Notice. It shall not be necessary that the same
method of  giving  notice be  employed  in  respect  of all  Directors,  but one
permissible  method may be employed in respect of any one or more, and any other
permissible method or methods may be employed in respect of any other or others.

                  (g) Failure to Receive  Notice.  The period or  limitation  of
time within which any stockholder may exercise any option or right, or enjoy any
privilege  or benefit,  or be required to act, or within  which any Director may
exercise any power or right, or enjoy any privilege, pursuant to any notice sent
him in the manner  above  provided,  shall not be  affected  or  extended in any
manner by the  failure of such  stockholder  or such  Director  to receive  such
notice.

                                       22.

<PAGE>

                  (h)  Notice to Person  with Whom  Communication  Is  Unlawful.
Whenever  notice is required to be given,  under any  provision of law or of the
Certificate of Incorporation  or Bylaws of the  corporation,  to any person with
whom  communication is unlawful,  the giving of such notice to such person shall
not be  required  and  there  shall  be no duty  to  apply  to any  governmental
authority  or agency for a license or permit to give such notice to such person.
Any action or meeting  which shall be taken or held  without  notice to any such
person with whom  communication is unlawful shall have the same force and effect
as if such notice had been duly given. In the event that the action taken by the
corporation  is such  as to  require  the  filing  of a  certificate  under  any
provision of the Delaware General  Corporation Law, the certificate shall state,
if such is the fact and if  notice is  required,  that  notice  was given to all
persons  entitled to receive notice except such persons with whom  communication
is unlawful.

                  (i)  Notice to Person  with  Undeliverable  Address.  Whenever
notice is required to be given, under any provision of law or the Certificate of
Incorporation  or  Bylaws of the  corporation,  to any  stockholder  to whom (i)
notice of two consecutive annual meetings, and all notices of meetings or of the
taking of action by written  consent without a meeting to such person during the
period between such two consecutive  annual meetings,  or (ii) all, and at least
two,  payments  (if sent by  first  class  mail) of  dividends  or  interest  on
securities  during a twelve  month  period,  have been mailed  addressed to such
person at his address as shown on the records of the  Corporation  and have been
returned  undeliverable,  the giving of such notice to such person  shall not be
required.  Any action or meeting which shall be taken or held without  notice to
such person shall have the same force and effect as if such notice had been duly
given.  If any such person shall  deliver to the  corporation  a written  notice
setting forth his then current address,  the requirement that notice be given to
such  person  shall be  reinstated.  In the event that the  action  taken by the
corporation  is such  as to  require  the  filing  of a  certificate  under  any
provision of the Delaware  General  Corporation  Law, the  certificate  need not
state that notice was not given to persons to whom notice was not required to be
given pursuant to this paragraph. (Del. Code Ann, tit. 8, ss. 230)


                                  ARTICLE XIII

                                   Amendments

         Section 45. Amendments.  Except as otherwise set forth in paragraph (i)
of Section 43 of these  Bylaws,  these Bylaws may be amended or repealed and new
Bylaws  adopted by the  stockholders  entitled to vote.  The Board of  Directors
shall  also  have the  power,  if such  power  is  conferred  upon the  Board of
Directors by the Certificate of Incorporation,  to adopt, amend or repeal Bylaws
(including,  without  limitation,  the  amendment of any Bylaw setting forth the
number of Directors who shall  constitute the whole Board of  Directors).  (Del.
Code Ann., tit. 8, ss.ss. 109(a), 122(6))

                                       23.

<PAGE>

                                   ARTICLE XIV

                                Loans to Officers

         Section 46. Loans to Officers.  The  corporation  may lend money to, or
guarantee any obligation  of, or otherwise  assist any officer or other employee
of the corporation or of its subsidiaries, including any officer or employee who
is a Director of the corporation or its subsidiaries,  whenever, in the judgment
of the Board of Directors,  such loan, guarantee or assistance may reasonably be
expected to benefit the corporation. The loan, guarantee or other assistance may
be with or without  interest and may be unsecured,  or secured in such manner as
the Board of Directors shall approve, including, without limitation, a pledge of
shares of stock of the  corporation.  Nothing in this Section 46 shall be deemed
to deny, limit or restrict the powers of guaranty or warranty of the corporation
at common law or under any statute. (Del. Code Ann., tit. 8, ss. 143)

                                       24.