AEARO CORPORATION

                                     BYLAWS

                         AS AMENDED THROUGH MAY 29, 1996



                                    ARTICLE 1

                             MEETING OF STOCKHOLDERS




          Section 1. Place of Meeting and Notice.  Meetings of the  stockholders
of the  Corporation  shall be held at such place  either  within or without  the
State of Delaware as the Board of Directors may determine.

          Section  2.  Annual  and   Special   Meetings.   Annual   meetings  of
stockholders  shall be held,  at a date,  time and  place  fixed by the Board of
Directors and stated in the notice of meeting, to elect a Board of Directors and
to transact such other business as may properly come before the meeting. Special
meetings of the  stockholders may be called by the President for any purpose and
shall be  called by the  President  or  Secretary  if  directed  by the Board of
Directors  or  requested  in writing by the  holders of not less than 25% of the
capital stock of the Corporation.  Each such stockholder request shall state the
purpose of the proposed meeting.

          Section 3. Notice.  Except as  otherwise  provided by law, at least 10
and not more than 60 days before each meeting of stockholders, written notice of
the time, date and place of the meeting,  and, in the case of a special meeting,
the purpose or purposes for which the meeting is called,  shall be given to each
stockholder.

          Section 4.  Quorum.  At any  meeting of  stockholders,  the holders of
record, present in person or by proxy, of a majority of the Corporation's issued
and outstanding  capital stock shall  constitute a quorum for the transaction of
business,  except as otherwise  provided by law. In the absence of a quorum, any
officer  entitled to preside at or to act as secretary of the meeting shall have
power to adjourn the meeting from time to time until a quorum is present.

          Section 5. Voting.  Except as  otherwise  provided by law, all matters
submitted to a meeting of  stockholders  shall be decided by vote of the holders
of record,  present in person or by proxy,  of a majority  of the  Corporation's
issued and outstanding capital stock.


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                                   ARTICLE II

                                    DIRECTORS


          Section 1. Number,  Election and Removal of  Directors.  The number of
Directors that shall  constitute  the Board of Directors  shall be not less than
one nor more than  fifteen.  The first Board of Directors  shall consist of nine
Directors.  Thereafter,  within  the  limits  specified  above,  the  number  of
Directors shall be determined by the Board of Directors or by the  stockholders,
except as otherwise provided in agreements among stockholders of the Corporation
to which the  Corporation  is  party.  The  Directors  shall be  elected  by the
stockholders at their annual meeting. Except as otherwise provided in agreements
among  stockholders  of the  Corporation  to which  the  Corporation  is  party,
vacancies and newly  created  directorships  resulting  from any increase in the
number of Directors may be filled by a majority of the Directors then in office,
although  less  than a  quorum,  or by the  sole  remaining  Director  or by the
stockholders.   A  Director  may  be  removed  with  or  without  cause  by  the
stockholders,  except as otherwise  provided in agreements among stockholders of
the Corporation to which the Corporation is party.

          Section 2. Meetings.  Regular meetings of the Board of Directors shall
be held at such  times and places as may from time to time be fixed by the Board
of Directors or as may be specified in a notice of meeting.  Special meetings of
the Board of  Directors  may be held at any time upon the call of the  President
and shall be called by the  President  or  Secretary if directed by the Board of
Directors.  Notice of each special meeting of the Board of Directors stating the
place,  date and time of the meeting  shall be sent to each  Director  either by
mail not less than four days before the date of such  meeting or by telephone or
facsimile not less than 48 hours before such meeting.  A meeting of the Board of
Directors may be held without notice immediately after the annual meeting of the
stockholders.  Notice  need not be given of  regular  meetings  of the  Board of
Directors.

          Section 3. Quorum.  A majority of the total number of Directors  shall
constitute a quorum for the transaction of business.  If a quorum is not present
at any meeting of the Board of Directors,  the Directors present may adjourn the
meeting  from  time to time,  without  notice  other  than  announcement  at the
meeting,  until such a quorum is present.  Unless a number greater than a simple
majority  is  required  by  law,  the  Certificate  of   Incorporation   of  the
Corporation,  these Bylaws or any contract or agreement to which the Corporation
is a party,  the act of a majority  of the  Directors  present at any meeting at
which there is a quorum shall be the act of the Board of Directors.

          Section 4.  Committees  of Directors.  The Board of Directors  may, by
resolution  adopted  by a majority  of the whole  Board,  designate  one or more
committees,  including without  limitation an Executive  Committee,  to have and
exercise  such power and  authority  as the Board of  Directors  shall  specify,
except as otherwise provided in agreements among stockholders of the Corporation
to which the  Corporation  is party.  In the  absence or  disqualification  of a
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 Director to act at the meeting in place of any such
absent or disqualified member,  except as otherwise provided in agreements among
stockholders of the Corporation to which the Corporation is party.

                                   ARTICLE III

                                    OFFICERS

          The  officers  of the  Corporation  shall  consist of a  President,  a
Secretary,  a Treasurer and such other  additional  officers with such titles as
the Board of Directors shall determine, all of whom shall be chosen by and shall
serve at the pleasure of the Board of Directors.  Such  officers  shall have the
usual powers and shall perform all the usual duties incident to their respective
offices.  All officers shall be subject to the  supervision and direction of the
Board of Directors. The authority,  duties or responsibilities of any officer of
the  Corporation  may be suspended by the President with or without  cause.  Any
officer  elected or appointed  by the Board of  Directors  may be removed by the
Board of Directors with or without cause.


                                   ARTICLE IV

                                 INDEMNIFICATION

          Section 1. Power to Indemnify in Actions.  Suits or Proceedings  Other
than Those by or in the Right of the  Corporation.  Subject to Section 4 of this
Article IV, the Corporation  shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  Corporation)  by reason of the
fact  that he or she is or was a  director,  officer,  employee  or agent of the
Corporation,  or is or was  serving  at the  request  of  the  Corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action,  suit or proceeding if he
or she acted in good faith and in a manner he or she  reasonably  believed to be
in or not opposed to the best interests of the Corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was  unlawful.  The  termination  of any action,  suit or  proceeding by
judgment, order, settlement,  conviction or upon a plea of nolo contender or its
equivalent,  shall not, of itself,  create a presumption that the person did not
act in good faith and in a manner which he or she  reasonably  believed to be in
or not opposed to the best  interests of the  Corporation,  and, with respect to
any criminal action or proceeding,  had reasonable  cause to believe that his or
her conduct was unlawful.

          Section 2. Power to Indemnify in Actions,  Suits or  Proceedings bv or
in the Right of the  Corporation.  Subject to Section 4 of this  Article IV, the
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened,  pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact  that he or she is or was a  director,  officer,  employee  or agent of the
Corporation,  or is or was  serving  at the  request  of  the  Corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him or her in connection with the defense or
settlement  of such  action  or suit if he or she  acted in good  faith and in a
manner  he or she  reasonably  believed  to be in or  not  opposed  to the  best
interests of the Corporation;  except that no  indemnification  shall be made in
respect of any claim,  issue or matter as to which such  person  shall have been
adjudged  to be  liable  for  gross  negligence  or  willful  misconduct  to the
Corporation  unless and only to the  extent  that the Court of  Chancery  or the
court in which such action or suit was brought shall determine upon  application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.

          Section 3. Entitlement to  Indemnification.  Notwithstanding the other
provisions of this Article IV, to the extent that a director,  officer, employee
or agent of the  Corporation  has been  successful  on the merits or  otherwise,
including without  limitation the dismissal of an action without  prejudice,  in
the defense of any action,  suit or  proceeding  referred to in Sections 1 and 2
above,  or in the  defense of any claim,  issue or matter  therein,  that person
shall  be  indemnified  against  all  costs,  charges  and  expenses  (including
attorneys'  fees)  actually  and  reasonably  incurred by that person or on that
person's behalf in connection therewith.

          Section 4. Authorization of Indemnification. Any indemnification under
this  Article IV (unless  ordered by a court)  shall be made by the  Corporation
unless a determination  is made (i) by the Board of Directors by a majority vote
of a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested  directors so directs, by independent legal counsel in a
written  opinion,  or (iii) by the  stockholders,  that  indemnification  of the
director,  officer,  employee or agent is not proper because that person has not
met the applicable standards of conduct set forth in Sections 1 and 2 above.

          Section 5. Good Faith Defined. For purposes of any determination under
this  Article IV, a person  shall be deemed to have acted in good faith and in a
manner  he or she  reasonably  believed  to be in or  not  opposed  to the  best
interests  of the  Corporation,  or,  with  respect  to any  criminal  action or
proceeding,  to have had no  reasonable  cause to believe his or her conduct was
unlawful,  if his or her  action is based on the  records or books of account of
this Corporation or another enterprise, or on information supplied to him or her
by the officers of the Corporation or another  enterprise in the course of their
duties,  or on the  advise  of legal  counsel  for the  Corporation  or  another
enterprise or on information or record given or reports made to the  Corporation
or another  enterprise by an independent  certified  public  accountant or by an
appraiser or other expert  selected with  reasonable  care by the Corporation or
another  enterprise.  The term  "another  enterprise"  as used in this Section 5
shall mean any other  corporation or any  partnership,  joint venture,  trust or
other  enterprise  of which  such  person is or was  serving  at the  request of
Corporation as a director,  officer,  employee or agent.  The provisions of this
Section  5 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 in  Sections 1 and 2 of this  Article IV, as the
case may be.

          Section 6.  Indemnification by a Court.  Notwithstanding  any contrary
determination  in the  specific  case under  Section 4 of this  Article  IV, and
notwithstanding  the  absence of any  determination  thereunder,  any  director,
officer,  employee or agent may apply to any court of competent  jurisdiction in
the State of Delaware for  indemnification  to the extent otherwise  permissible
under Sections 1 and 2 of this Article IV. The basis of such  indemnification by
a court  shall be a  determination  by such  court that  indemnification  of the
director,  officer,  employee or agent is proper in the circumstances because he
or she has met the applicable standards of conduct set forth in Sections 1 and 2
of  this  Article  IV,  as the  case  may  be.  Notice  of any  application  for
indemnification  pursuant  to this  Section 6 shall be given to the  Corporation
promptly upon the filing of such application.

          Section 7. Advance of Costs, Charges and Expenses.  Costs, charges and
expenses  (including  attorneys'  fees)  incurred  by a  person  referred  to in
Sections  1 and 2  above  in  defending  a civil  or  criminal  action,  suit or
proceeding  (including  investigations  by any government  agency and all costs,
charges and expenses  incurred in preparing for any threatened  action,  suit or
proceeding) shall be paid by the Corporation in advance of the final disposition
of such action, suit or proceeding:  provided however,  that the payment of such
costs,  charges and expenses  incurred by a director or officer in that person's
capacity  as a  director  or  officer  (and not in any other  capacity  in which
service  was or is  rendered  by such  person  while a director  or  officer) in
advance of the final  disposition  of such action,  suit or proceeding  shall be
made only upon  receipt of an  undertaking  by or on behalf of the  director  or
officer to repay all amounts so  advanced in the event that it shall  ultimately
be determined that such director or officer is not entitled to be indemnified by
the Corporation as authorized in this Article IV; provided however, that nothing
herein shall  require the  Corporation  to indemnify or advance  expenses to any
person in connection with any action,  suit,  proceeding,  claim or counterclaim
initiated by or on behalf of such person. No security shall be required for such
undertaking  and such  undertaking  shall be accepted  without  reference to the
recipient's  financial ability to make repayment.  The repayment of such charges
and expenses incurred by other employees and agents of the Corporation which are
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding as permitted by this Section 7 may be required upon such terms and
conditions,  if any, as the Board of Directors deems  appropriate.  The Board of
Directors  may, in the manner set forth  above,  and subject to the  approval of
such  director,  officer,  employee or agent of the  Corporation,  authorize the
Corporation's  counsel  to  represent  such  person,  in  any  action,  suit  or
proceeding,  whether or not the  Corporation  is party to such  action,  suit or
proceeding.

          Section 8. Procedure for  Indemnification.  Any indemnification  under
Sections 1, 2 or 3 or advance of costs,  charges and expenses under Section 7 of
this  Article IV shall be made  promptly,  and in any event,  within  sixty (60)
days,  upon the  written  request of the  director,  officer,  employer or agent
directed to the Secretary of the Corporation.  The right to  indemnification  or
advances  granted  in this  Article  IV shall be  enforceable  by the  director,
officer,  employer,  or agent  in any  court of  competent  jurisdiction  if the
Corporation denies such request,  in whole or part, or if no disposition thereof
is made within sixty (60) days.  Such  person's  costs and expenses  incurred in
connection with successfully establishing that person's right to indemnification
or advances,  in whole or in part, in any such action shall also be  indemnified
by the  Corporation.  It shall be a defense to any such  action  (other  than an
action brought to enforce a claim for advance costs,  charges and expenses under
Section 7 of this  Article IV where the required  undertaking,  if any, has been
received  by the  Corporation)  that the  claimant  has not met the  standard of
conduct  set forth in  Sections  1 or 2 of this  Article  IV,  but the burden of
proving such  standard of conduct has not been met shall be on the  Corporation.
Neither the failure of the  Corporation  (including its Board of Directors,  its
independent   legal  counsel  and  its   stockholders)   to  have  made  such  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 Sections 1 and 2 of this Article IV,
nor the fact  that  there has been an actual  determination  by the  Corporation
(including  its  Board of  Directors,  its  independent  legal  counsel  and its
stockholders) that the claimant has not met such applicable standard, shall be a
defense to the action or create a presumption  that the claimant has not met the
applicable standard of conduct.

          Section 9.  Non-Exclusivity  of  Indemnification  and  Advancement  of
Expenses. The indemnification and advancement of expenses provided by or granted
pursuant to this Article IV shall not be deemed exclusive of any other rights to
which those seeking  indemnification  or advancement of expenses may be entitled
under any Bylaw,  agreement,  contract,  vote of stockholders  or  disinterested
directors  or pursuant to the  direction  (howsoever  embodied)  of any court of
competent  jurisdiction  or otherwise,  both as to action in his or her official
capacity and as to action in another  capacity  while  holding  such office,  it
being  the  policy  of the  Corporation  that  indemnification  of  the  persons
specified  in  Sections 1 and 2 of this  Article IV shall be made to the fullest
extent  permitted by law. The  provisions of this Article IV shall not be deemed
to preclude the indemnification of any person who is not specified in Sections 1
or 2 of this Article IV but whom the  Corporation has the power or obligation to
indemnify  under the provisions of the General  Corporation  Law of the State of
Delaware, or otherwise.

          Section 10.  Insurance.  The  Corporation  may  purchase  and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture,  trust or other enterprise against any liability asserted against
him or her and  incurred by him or her in any such  capacity,  or arising out of
his or her status as such,  whether or not the Corporation  would have the power
or the  obligation  to  indemnify  him or her against such  liability  under the
provisions of this Article IV.

          Section 11. Meaning of  "Corporation"  for Purposes of Article IV. For
purposes of this Article IV, references to "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  for  such  constituent
corporation  as  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 Article IV with respect to the resulting
or surviving  corporation as he she would have with respect to such  constituent
corporation if its separate existence had continued.

          Section 12. Survival of  Indemnification  and Advancement of Expenses.
The indemnification and advancement of expenses provided by, or granted pursuant
to, this section shall,  unless otherwise  provided when authorized or ratified,
continue  as to a person who has ceased to be a director,  officer,  employee or
agent and shall inure to the benefit of the heirs,  executors and administrators
of such a person.



                                    ARTICLE V

                               GENERAL PROVISIONS


          Section  1.  Notices.   Whenever  any  statute,   the  Certificate  of
Incorporation  or these  Bylaws  require  notice to be given to any  Director or
stockholder,  such  notice may be given in writing  by mail,  addressed  to such
Director  or  stockholder  at his  address as it  appears on the  records of the
Corporation,  with postage thereon prepaid.  Such notice shall be deemed to have
been given when it is deposited in the United  States mail.  Notice to Directors
may also be given by telegram.

          Section 2. Fiscal Year.  The fiscal year of the  Corporation  shall be
fixed by the Board of Directors.