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                                                                     Exhibit 3.2

                             BY-LAWS, AS AMENDED, OF

                         LEXINGTON PRECISION CORPORATION

                        (As Amended Through May 13, 1998)

                                   ARTICLE I

                                     OFFICES

          SECTION 1. The registered office of Lexington Precision Corporation, a
Delaware corporation (hereinafter referred to as the "corporation"), within the
State of Delaware is The Prentice-Hall Corporation System, Inc., 229 South State
Street, Dover, Delaware 19901, County of Kent, and the name of its registered
agent at that address is The Prentice-Hall Corporation System, Inc.

          SECTION 2. The corporation may also have offices at such places,
either within or without the State of Delaware, as the board of directors may
from time to time designate or the business of the corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

          SECTION 1. All meetings of the stockholders for the election of
directors or for any other purpose shall be held at such time and place, either
within or without the State of Delaware, as shall be stated in the notice of
meeting or in a duly executed waiver thereof.

          SECTION 2. The annual meeting of stockholders shall be held on such
date and at such hour as shall be designated each year by the board of
directors. At such annual meeting, the stockholders shall elect a board of
directors and transact such other business as may be properly brought before the
meeting.

          SECTION 3. Special meetings of stockholders for any purpose or
purposes, unless otherwise prescribed by statute or by the corporation's
certificate of incorporation, may be called by the Chairman of the Board or the
President and shall be called by the Chairman of the Board, the President or the
Secretary at the request in writing of a majority of the board of directors.
Such request shall state the purpose of purposes of the proposed meeting.

          SECTION 4. Except as otherwise expressly required by statute, written
notice of each annual and special meeting of stockholders, stating the place,
date and hour 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
of record entitled to vote thereat not less than ten nor more than sixty days
before the date of the meeting. Notice shall be given personally or by mail and,
if by mail, shall be sent in a postage prepaid envelope, addressed to the
stockholder at his 



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address as it appears on the records of the corporation. Notice by mail shall be
deemed given at the time when the same shall be deposited in the United States
mail, postage prepaid. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when such person attends the meeting in
person or by proxy 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 written waiver of notice signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Neither the business to be transacted at, nor the purpose
of, an annual or special meeting of stockholders need be specified in any
written waiver of notice. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.

          SECTION 5. The officer who has charge of the stock transfer books of
the corporation shall prepare and make, at the time and in the manner required
by applicable law, a list of stockholders entitled to vote and shall make such
list available for such purposes, at such places, at such times and to such
persons as required by applicable law. The stock transfer books shall be the
only evidence as to the identity of the stockholders entitled to examine the
stock transfer books or to vote in person or by proxy at any meeting of
stockholders.

          SECTION 6. The holders of a majority of the voting power of the issued
and outstanding stock of the corporation entitled to vote thereat, present in
person or represented by proxy, shall constitute a quorum for the transaction of
business at any meeting of stockholders, except as otherwise provided by statute
or by the corporation's certificate of incorporation. The stockholders present
and entitled to vote at a duly called or held meeting at which a quorum is
present may continue to do business until adjournment, notwithstanding the
withdrawal of enough stockholders entitled to vote to leave less than a quorum
then present and represented provided that the action taken (other than an
adjournment) is approved by at least a majority of the holders of stock required
to constitute a quorum. Any stockholders' meeting, annual or special, whether or
not a quorum is present or represented, may be adjourned from time to time by
the vote of the holders of a majority of the stock entitled to vote thereat, the
holders of which are either present in person or represented by proxy, or the
chairman of the meeting, but in the absence of a quorum no other business may be
transacted at such meeting. At any adjourned meeting, at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified, except for such business as
was duly transacted at any earlier meeting. If the adjournment is for more than
thirty days, or if after adjournment a new record date is set, a notice of the
adjourned meeting shall be given as in the case of an original meeting to each
stockholder of record entitled to vote at the meeting.

          SECTION 7. At each meeting of stockholders, the Chairman of the Board
or, in his absence or inability to act, such other person as the board of
directors may have designated shall call to order and act as chairman of the
meeting. The Secretary or, in his absence or inability to act, the person whom
the chairman of the meeting shall appoint secretary of the meeting shall act as
secretary of the meeting and keep the minutes thereof.

          SECTION 8. The order of business and the procedure at all meetings of
the stockholders shall be as determined by title chairman of the meeting, unless
otherwise prescribed by law or regulation.

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          SECTION 9. Except as otherwise provided by statute or the
corporation's certificate of incorporation, each stockholder of the corporation
shall be entitled at each meeting of stockholders to one vote for each share of
capital stock of the corporation standing in his name on the record of
stockholders of the corporation

     (a)  on the date fixed pursuant to the provisions of Section 7 of Article V
          of these by-laws as the record date for the determination of the
          stockholders who shall be entitled to notice of and to vote at such
          meeting; or

     (b)  if no such record date shall have been so fixed, then at the close of
          business on the day next preceding the day on which notice thereof
          shall be given, or, if notice is waived, at the close of business on
          the day next preceding the day on which the meeting is held.


Each stockholder entitled to vote at any meeting of stockholders may authorize
another person or persons to act for him by a proxy signed by such stockholder
or his attorney-in-fact, but no proxy shall be voted after three years from its
date, unless the proxy provides for a longer period. Any such proxy shall be
delivered to the secretary of the meeting at or prior to the time designated in
the order of business for so delivering such proxies. When a quorum is present
at any meeting, the vote of the holders of a majority of the voting power of the
issued and outstanding stock of the corporation entitled to vote thereon,
present in person or represented by proxy, shall decide any question brought
before such meeting, unless the question is one upon which, by express provision
of statute or of the corporation's certificate of incorporation or of these
by-laws, a different vote is required, in which case such express provision
shall govern and control the decision of such question. On a vote by ballot,
each ballot shall be signed by the stockholder voting, or by his proxy, if
represented by proxy, and shall state the number of shares voted.

          SECTION 10. The board of directors may, in advance of any meeting of
stockholders, appoint one or more inspectors to act at, and make a written
report of, such meeting or any adjournment thereof. If any of the inspectors so
appointed shall fail to appear or act, the chairman of the meeting shall, or, if
inspectors shall not have been appointed, the chairman of the meeting may,
appoint one or more inspectors. Each inspector, before entering upon the
discharge of his duties, shall take and sign an oath faithfully to execute the
duties of inspector at such meeting with strict impartiality and according to
the best of his ability. The inspectors shall determine the number of shares of
capital stock of the corporation outstanding and the voting power thereof, the
number of shares represented at the meeting, the existence of a quorum and the
authenticity, validity and effect of proxies, certify their determination of the
number of shares represented at the meeting and shall receive votes or ballots,
hear, determine and retain for a reasonable period a record of the disposition
of, all challenges and questions arising in connection with the right to vote,
count and tabulate all votes or ballots, determine the results and perform such
acts as are proper to conduct the election or vote with fairness to all
stockholders. If more than one inspector has been appointed, the decision, act
or certificate of a majority of the inspectors is effective in all respects as
the decision, act or certificate of all of the inspectors. On request of the
chairman of the meeting, the inspector shall make a report in writing of any
challenge, request or matter determined by them and shall execute a certificate
of any fact found by them. No director or candidate for the office of director
shall act as an 

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inspector of election with respect to an election of directors. Inspectors need
not be stockholders.

                                  ARTICLE III

                               BOARD OF DIRECTORS

          SECTION 1. The number of directors that shall constitute the whole
board shall be not less than three nor more than fifteen.

          Notwithstanding the foregoing, whenever the holders of any preferred
stock, as provided in the certificate of incorporation or in any resolution or
resolutions of the board of directors establishing any such preferred stock,
shall have the right, voting as a single class, to elect directors at the annual
or a special meeting of stockholders, the then-authorized number of directors of
the corporation may be increased by such number as may be therein provided, and
the additional directors so provided for shall be elected and hold office as
provided therein.

          SECTION 2. The business and affairs of the corporation shall be
managed by or under the direction of the board of directors. The board of
directors may exercise all such authority and powers of the corporation and do
all such lawful acts and things as are not by statute, the corporation's
certificate of incorporation or these by-laws directed or required to be
exercised or done by the stockholders.

          SECTION 3. Meetings of the board of directors shall be held at such
place or places, within or without the State of Delaware, as the board of
directors may from time to time determine or as shall be specified in the notice
of any such meeting.

          SECTION 4. The board of directors shall meet for the purpose of
organization, the election of officers and the transaction of other business, as
soon as practicable after each annual meeting of stockholders, on the same day
and at the same place where such annual meeting shall be held. Notice of such
meeting need not be given. In the event such annual meeting is not so held, the
annual meeting of the board of directors may be held at such other time or
place, within or without the State of Delaware, as shall be specified in a
notice thereof given as provided in Section 7 of this Article III.

          SECTION 5. Regular meetings of the board of directors shall be held at
such time and place as the board of directors may fix. If any day fixed for a
regular meeting shall be a legal holiday at the place where the meeting is to be
held, then the meeting which would otherwise be held on that day shall be held
at the same hour on the next succeeding business day. Notice of regular meetings
of the board of directors need not be given.

          SECTION 6. Special meetings of the board of directors may be called by
the Chairman of the Board or the President and shall be called by the Secretary
on the written request of a majority of the members of the Board of Directors.

          SECTION 7. Notice of each special meeting of the board of directors
shall be given by the President or the Secretary as hereinafter provided in this
Section 7, in which notice 

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shall be stated the time and place of the meeting. Except as otherwise required
by these by-laws, such notice need not state the purpose or purposes of such
meeting. Notice of each such meeting shall be mailed, postage prepaid, to each
director, addressed to him at his residence or usual place of business, by first
class mail, at least four days before the time of the meeting, or shall be sent
addressed to him at such place by telegraph, cable, telex, telefax, telecopier
or other similar means, or be delivered to him personally or be given to him by
telephone or other similar means, at least twelve hours before the time of the
meeting. A written waiver of notice signed by a director, whether before or
after the time stated therein, shall be deemed equivalent to notice to such
director. Attendance of a director at meeting shall constitute a waiver of
notice of such meeting by such director, except when such director 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.

          SECTION 8. At all meetings of the board of directors, a majority of
the total number of directors shall be necessary and sufficient to constitute a
quorum for the transaction of business, and, except as otherwise expressly
required by statute or the corporation's certificate of incorporation or these
by-laws, the act of a majority of the directors present at any meeting at which
a quorum is present shall be the act of the board of directors. In the absence
of a quorum at any meeting of the board of directors, a majority of the
directors present thereat may adjourn such meeting to another time and place.
Notice of the time and place of any such adjourned meeting shall be given to all
of the directors unless such time and place were announced at the meeting at
which the adjournment was taken, in which case such notice shall only be given
to the directors who were not present thereat. At any adjourned meeting at which
a quorum is present, any business may be transacted which might have been
transacted at the meeting as originally called. The directors shall act only as
a board and the individual directors shall have no power as such. 

          SECTION 9. Any director of the corporation may resign at any time by
giving written notice of his resignation to the corporation. Any such
resignation shall take effect at the time specified therein or, if the time when
it shall become effective shall not be specified therein, immediately upon its
tender. Unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.

          SECTION 10. Each director shall receive such fees and other
compensation, along with reimbursement of expenses incurred on behalf of the
corporation or in connection with attendance at meetings, as the board of
directors may from time to time determine. No such payment of fees or other
compensation shall preclude any director from serving the corporation in any
other capacity and receiving fees or other compensation for such services.

          SECTION 11. Unless restricted by the corporation's certificate of
incorporation, the board of directors may, by resolution passed by a majority of
the entire board of directors, designate one or more committees, including an
executive committee, each committee to consist of one or more of the directors
of the corporation. 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. In the absence or
disqualification of a member of a committee, a member or members thereof present
at any meeting and not disqualified from voting, whether or not he or they
constitute a quorum, may unanimously 

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appoint another member of the board of directors to act at the meeting in the
place or any such absent or disqualified member. Except to the extent restricted
by statute or the corporation's certificate of incorporation, each such
committee, to the extent-provided in the resolution creating it, shall have and
may exercise all of the powers and authority of the board of directors,
including, if such resolution so provides, the power to declare a dividend, to
authorize the issuance of stock or to adopt a certificate of ownership and
merger pursuant to section 253 of Title 8 of the Delaware Code, and may
authorize the seal of the corporation to be affixed to all papers which require
it. Each such committee shall serve at the pleasure of the board of directors
and have such name as may be determined from time to time by resolution adopted
by the board of directors. Each committee shall keep regular minutes of its
meetings and report the same to the board of directors. Members of either
standing or special committees shall receive such fees and other compensation,
along with reimbursement of expenses incurred on behalf of the corporation or in
connection with attendance at meetings, as the board of directors may from time
to time determine. No such payment of fees or compensation shall preclude any
member of a committee from serving the corporation in any other capacity and
receiving fees or other compensation for such services.

          SECTION 12. Any action required or permitted to be taken by the board
of directors or any committee thereof may be taken without a meeting if all
members of the board of directors or such committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
the proceedings of the board of directors or such committee, as the case may be.

          SECTION 13. Any one or more members of the board of directors or any
committee of the board of directors may participate in a meeting of the board of
directors or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other. Participation by such means shall constitute
presence in person at a meeting.

          SECTION 14. A director of the corporation who is present at a meeting
of the board of directors or any committee thereof at which action is taken
shall be presumed to have assented to the action taken unless his dissent or
abstention therefrom shall be entered in the minutes of the meeting or unless he
shall file a written dissent from such action with the person acting as the
secretary of the meeting before the adjournment thereof or shall forward such
dissent by registered mail to the Secretary of the corporation within five days
after the date a copy of the minutes of the meeting is received. Such right to
dissent shall not apply to a director who voted in favor of such action.

                                   ARTICLE IV

                                    OFFICERS

          SECTION 1. The officers of the corporation shall be elected annually
by the board of directors at the first meeting of the board held after each
annual meeting of stockholders, or as soon thereafter as possible. The board of
directors shall elect from among its number a Chairman of the Board. The board
of directors shall also elect a President, one or more Vice Presidents, a
Secretary and a Treasurer, who need not be directors. If the board of directors

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wishes, it may also elect such other officers (including one or more Assistant
Treasurers and one or more Assistant Secretaries) as may be necessary or
desirable for the business of the corporation. Any two or more offices may be
held by the same person, except the offices of President and Secretary. Each
officer shall hold office until his successor shall have been duly elected and
qualified, or until his death, resignation, or removal, as hereinafter provided.
A vacancy in any office because of death, resignation, removal, disqualification
or otherwise, shall be filled only by a majority vote of the board of directors
for the unexpired portion of the term.

          SECTION 2. Any officer of the corporation may resign at any time by
giving written notice of his resignation to the corporation. Any such
resignation shall take effect at the time specified therein or, if the time when
it shall become effective shall not be specified therein, immediately upon its
tender. Unless otherwise specified therein, the acceptance of any such
registration shall not be necessary to make it effective.

          SECTION 3. Any officer of the corporation may be removed, either with
or without cause, at any time, by the board of directors at any meeting thereof,
but such removal shall be without prejudice to the contract rights, if any, of
the person so removed.

          SECTION 4. The Chairman of the Board shall be the chief executive
officer of the corporation and shall, if present, preside at each meeting of
stockholders and of the board of directors. He shall perform all duties incident
to the office of chief executive officer and such other duties as may from time
to time be assigned to him by the board of directors.

          SECTION 5. The President shall be the chief operating officer of the
corporation. He shall perform all duties incident to the office of the president
and chief operating officer and such other duties as may from time to time be
assigned to him by the board of directors or the Chairman of the Board.

          SECTION 6. Each Vice President shall perform all duties incident to
his office and such other duties as from time to time may be assigned to him by
the board of directors, the Chairman of the Board or the President.

          SECTION 7. The Treasurer shall

     (a)  be the principal financial officer and principal accounting officer of
          the corporation;

     (b)  have charge and custody of, and be responsible for, all the funds and
          securities of the corporation;

     (c)  keep full and accurate accounts of receipts and disbursements in books
          belonging to the corporation;

     (d)  deposit all moneys and other valuables to the credit of the
          corporation in such depositaries as may be designated by the board of
          directors or pursuant to its direction;

     (e)  receive, and give receipts for, moneys due and payable to the
          corporation from any source whatsoever;

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     (f)  disburse the funds of the corporation and supervise the investment of
          its funds, taking proper vouchers therefor;

     (g)  render to the board of directors, whenever the board of directors may
          require, an accounting of the financial condition of the corporation;
          and

     (h)  in general, perform all other duties incident to the office of
          Treasurer and such other duties as from time to time may be assigned
          to him by the board of directors, the Chairman of the Board or the
          President.

          SECTION 8. Secretary. The Secretary shall

     (a)  keep or cause to be kept, in one or more books provided for the
          purpose, the minutes of all meetings of the board of directors, the
          committees of the board of directors and the stockholders;

     (b)  see that all notices are duly given in accordance with the provisions
          of these by-laws and as required by law;

     (c)  be custodian of the records and the seal of the corporation and affix
          and attest the seal to all certificates for shares of the corporation
          (unless the seal of the corporation on such certificates shall be
          facsimile, as hereinafter provided) and affix and attest the seal to
          all other documents to be executed on behalf of the corporation under
          its seal;

     (d)  see that the books, reports, statements certificates and other
          documents and records required by law to be kept and filed are
          properly kept and filed; and

     (e)  in general, perform all other duties incident to the office of
          Secretary and such other duties as from time to time may be assigned
          to him by the board of directors, the Chairman of the Board or the
          President.

          SECTION 9. The Assistant Treasurer, or if there shall be more than
one, the Assistant Treasurers in the order determined by the board of directors
(or, if there be no such determination, then in the order of their election),
shall, at the request of the Chairman of the Board or the President or the
Treasurer or in the absence of the Treasurer or in the event of his inability or
refusal to act, perform the duties of the Treasurer (and when so acting, shall
have the powers of and be subject to the restrictions placed upon the Treasurer
in respect of the performance of such duties) and shall perform such other
duties as from time to time may be assigned by the board of directors, the
Chairman of the Board or the President.

          SECTION 10. The Assistant Secretary or if there be more than one, the
Assistant Secretaries in the order determined by the board of directors (of, if
there be no such determination, then in the order of their election), shall, at
the request of the Chairman of the Board or the President or the Secretary or in
the absence of the Secretary or in the event of his inability or refusal to act,
perform the duties of the Secretary (and when so acting, shall have the powers
of and be subject to the restrictions placed upon the Secretary in respect of
the performance of such duties) and shall perform such other duties as from time
to time may be assigned by the board of directors, the Chairman of the Board or
the President.

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          SECTION 11. If required by the board of directors, any officer of the
corporation shall give a bond or other security for the faithful performance of
his duties, in such amount and with such surety as the board of directors may
require.

          SECTION 12. The compensation of the officers of the corporation for
their services as such officers shall be fixed from time to time by the board of
directors. An officer of the corporation shall not be prevented from receiving
compensation by reason of the fact that he is also a director of the
corporation.

                                   ARTICLE V

                      STOCK CERTIFICATES AND THEIR TRANSFER

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

          SECTION 2. Any or all of the signatures on a 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 by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issuance.

          SECTION 3. The board of directors may direct that a new certificate or
certificates be issued in place of any certificate or certificates theretofore
issued by the corporation alleged to have been lost, stolen or destroyed. When
authorizing the issuance of a new certificate or certificates, the board of
directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to give the corporation a bond or
other indemnity in such amount as it may direct sufficient to indemnify it
against any claim that may be made against the corporation on account of the
alleged loss, theft or destruction of any such certificate or the issuance of
such new certificate.

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          SECTION 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its records;
provided, however, that the corporation shall be entitled to recognize and
enforce any lawful restriction on transfer. Whenever any transfer of stock shall
be made for collateral security, and not absolutely, it shall be so expressed in
the entry of transfer if, when the certificates are presented to the corporation
for transfer, both the transferor and the transferee request the corporation to
do so. 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 and vote such stock.

          SECTION 5. The board of directors may appoint, or authorize any
officer or officers to appoint, one or more transfer agents and one or more
registrars.

          SECTION 6. The board of directors may make such additional rules and
regulations, not inconsistent with these by-laws, as it may deem expedient
concerning the issuance, transfer and registration of certificates for shares of
stock of the corporation.

          SECTION 7. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to receive payment of any dividend or other
distribution or any allotment of rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the board of directors fix a new record date for the adjourned
meeting.

          SECTION 8. The corporation shall be entitled to recognize the
exclusive right of a person registered on its records as the owner of shares of
stock to receive dividends and to vote as such owner, shall be entitled to hold
liable for calls and assessments a person registered on its records as the owner
of shares of stock, and shall not be bound to recognize any equitable or other
claim to or interest in such share or shares of stock on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware.

                                   ARTICLE VI

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

          SECTION 1. The corporation shall indemnify any person who was or is a
party, or is threatened to be made a party, to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or 

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

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

          SECTION 3. To the extent that a director, officer, employee or agent
of the corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in Sections 1 and 2 of this  
Article VI, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.

          SECTION 4. Any indemnification under Sections I and 2 of this 
Article VI (unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in such Sections 1 and 2.
Such determination shall be made (a) 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 (b) 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 (c) by the stockholders.

          SECTION 5. Expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by the corporation in advance of the final
disposition of such action, suit 

<PAGE>   12
                                      -12-


or proceeding upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount if it shall be ultimately
determined that he is not entitled to be indemnified by the corporation as
authorized in this Article VI.

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

          SECTION 7. The corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liability under the provisions of this Article VI.

          SECTION 8. For purposes of this Article VI, references to "the
corporation" include all constituent corporations (including a constituent of a
constituent) absorbed in a consolidation or merger as well as the resulting or
surviving corporation so that any person who is or was a director, officer,
employee or agent of such a 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
Article VI with respect to the resulting or surviving corporation as lie would
if he had served the resulting or surviving corporation in the same capacity;
references to "other enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes assessed on a person with
respect to any 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 Article VI.

          SECTION 9. The indemnification and advancement of expenses provided
by, or granted pursuant to, this Article VI shall continue as to a person who
has ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.

<PAGE>   13
                                      -13-


                                  ARTICLE VII

                               GENERAL PROVISIONS

          SECTION 1. Subject to the provisions of law and the corporation's
certificate of incorporation, dividends upon the shares of capital stock of the
corporation may be declared by the board of directors at any regular or special
meeting. Dividends may be paid in cash, in property or in shares of stock of the
corporation, unless otherwise provided by law or the corporation's certificate
of incorporation.

          SECTION 2. The seal of the corporation shall be in such form as shall
be approved by the board of directors.

          SECTION 3. The fiscal year of the corporation shall be fixed, and once
fixed, may thereafter be changed, by resolution of the board of directors. The
corporation shall be subject to an annual audit as of the end of its fiscal year
by independent public accountants appointed by and responsible to the board of
directors. The appointment of such accountants shall be subject to annual
ratification by the stockholders.

          SECTION 4. All checks, notes, drafts or other orders for the payment
of money of the corporation shall be signed, endorsed or accepted in the name of
the corporation by such officer, officers, person or persons as from time to
time may be designated by the board of directors or by an officer or officers
authorized by the board of directors to make such designation.

          SECTION 5. The board of directors may authorize any officer or
officers, agent or agents, in the name and on behalf of the corporation to enter
into or execute and deliver any and all deeds, bonds, mortgages, contracts and
other obligations or instruments, and such authority may be general or confined
to specific instances.

          SECTION 6. Unless otherwise provided by resolution of the board of
directors, the Chairman of the Board or the President, from time to time, may
(or may appoint one or more attorneys or agents to) cast the votes which the
corporation may be entitled to cast as a stockholder or otherwise in any other
corporation, any of whose shares or securities may be held by the corporation,
at meetings of the holders of the shares or other securities of such other
corporation. In the event one or more attorneys or agents are appointed, the
Chairman of the Board or the President, may instruct the person or persons so
appointed as to the manner of casting such votes or giving such consent. The
Chairman of the Board or the President may, or may instruct the attorneys or
agents appointed to, execute or cause to be executed in the name and on behalf
of the corporation and under its seal or otherwise, such written proxies,
consents, waivers or other instruments as may be necessary or proper in the
circumstances.


<PAGE>   14
                                      -14-


                                  ARTICLE VIII

                                   AMENDMENTS

                  These by-laws may be amended, altered or repealed at any
regular meeting of the stockholders or of the board of directors or at any
special meeting of the stockholders or of the board of directors if notice of
such amendment, alteration or repeal be contained in the notice of such special
meeting, except that any amendment to Section 1 of Article III of these by-laws
shall require the affirmative vote of 75% of all outstanding shares of all
classes of capital stock of the corporation entitled to vote in elections of
directors, considered for the purposes of this Section as one class.