As amended 5/15/97
                                     BY-LAWS
                                       OF

                              CARTER-WALLACE, INC.

                     a Delaware corporation ("Corporation")

                                    ARTICLE I

                                     OFFICES

     SECTION  1.1.  LOCATION.  The  address  of  the  registered  office  of the
Corporation  in the State of Delaware  and the name of the  registered  agent at
such address shall be as specified in the  Certificate of  Incorporation  or, if
subsequently  changed,  as  specified in the most recent  certificate  of change
filed  pursuant  to law.  The  Corporation  may also have other  offices at such
places  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.

     SECTION 1.2. CHANGE OF LOCATION.  In the manner permitted by law, the Board
of Directors or the registered agent may change the address of the Corporation's
registered  office in the State of Delaware and the Board of Directors may make,
revoke or change the designation of the registered agent.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     SECTION 2.1. ANNUAL MEETING.  The annual meeting of the stockholders of the
Corporation  for the election of directors and for the transaction of such other
business  as may be stated in the  notice of the  meeting  shall be held at such
place  within or without the State of Delaware  and at such time and date as the
Board of  Directors,  by  resolution,  shall  determine  and as set forth in the
notice of meeting. In the event the Board of Directors fails to so determine the
time,  date and place of meeting,  the annual meeting of  stockholders  shall be
held at the principal  office of the Corporation in the State of Delaware on the
third Tuesday of July of each year, or if such a date is a legal  holiday,  then
on the next succeeding business day.

     SECTION 2.2. SPECIAL  MEETINGS.  Special  meetings of stockholders,  unless
otherwise  prescribed  by law,  may be called at any time by the Chairman of the
Board or by order of the Board of Directors  and shall be called by the Chairman
of the Board or Secretary whenever requested to do so by stockholders owning not
less than one-third of all votes of the  outstanding  shares of the  Corporation
entitled to vote at such meeting. Special meetings of stockholders prescribed by
law for the election of directors shall be called by the Board of Directors, the
Chairman of the Board or the  Secretary  whenever  required to do so pursuant to
the applicable law. Special meetings of stockholders shall be held at such place
within or without the State of Delaware as shall be  designated in the notice of
meeting.

     SECTION 2.3.  LIST OF  STOCKHOLDERS  ENTITLED TO VOTE.  The officer who has
charge of the stock ledger of the  Corporation  shall prepare and make, or cause
to be prepared and made, at least ten days before every meeting of stockholders,
a complete list, based upon the record date for such meeting determined pursuant
to Section 5.8, of the stockholders entitled to vote at the meeting, arranged in
alphabetical  order,  and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the  examination  of any  stockholder,  for any purpose  germane to the meeting,
during ordinary  business hours,  for a period of at least ten days prior to the
meeting,  either at a place  within  the city  where the  meeting is to be held,
which  place shall be  specified  in the notice of the meeting or, if such place
shall not be so  specified,  at the place where said meeting is to be held.  The
list shall also be produced and kept at the time and place of the meeting during
the whole time thereof, and may be inspected by any stockholder who is present.

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    The stock ledger shall be the only  evidence as to who are the  stockholders
entitled (i) to examine the stock ledger,  the list of stockholders  entitled to
vote at any meeting, or the books of the Corporation,  or (ii) to vote in person
or by proxy at any meeting of stockholders.

    SECTION 2.4.  NOTICE OF MEETINGS.  Written notice of each annual and special
meeting of stockholders, other than any meeting the giving of notice of which is
otherwise  prescribed by law,  stating the place,  date and hour of the meeting,
and, in the case of a special meeting, the purpose or purposes thereof, shall be
delivered  or mailed in writing at least ten but not more than sixty days before
such meeting,  to each  stockholder  required or permitted to take any action or
entitled to vote  thereat.  If mailed,  such notice  shall be  deposited  in the
United States mail, postage prepaid, directed to such stockholder at his address
as the same  appears on the  records of the  Corporation.  An  affidavit  of the
Secretary,  an Assistant Secretary or the transfer agent of the Corporation that
notice has been duly given shall be evidence of the facts stated herein.

     SECTION  2.5.  ADJOURNED  MEETINGS  AND  NOTICE  THEREOF.  Any  meeting  of
stockholders  may be adjourned to another time or place, and the Corporation may
transact at any adjourned  meeting any business which might have been transacted
at the original  meeting.  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,  unless  (a) any  adjournment  or series  of  adjournments  cause the
original  meeting  to be  adjourned  for more than  thirty  days  after the date
originally  fixed therefor,  or (b) a new record date is fixed for the adjourned
meeting.  If notice of an adjourned meeting is given, such notice shall be given
to each  stockholder of record entitled to vote at the adjourned  meeting in the
manner prescribed in Section 2.4 for the giving of notice of meetings.

    SECTION 2.6.  QUORUM.  At any meeting of  stockholders,  except as otherwise
expressly  required by law, or by the Certificate of Incorporation,  the holders
of  record of at least a  majority  of the  votes of the  outstanding  shares of
capital  stock  entitled  to vote or act at such  meetings  shall be  present or
represented by proxy in order to constitute a quorum for the  transaction of any
business, but less than a quorum shall have power to adjourn any meeting until a
quorum  shall be present.  When a quorum is once  present to organize a meeting,
the quorum cannot be destroyed by the subsequent withdrawal or revocation of the
proxy of any stockholder. Shares of capital stock owned by the Corporation or by
another  corporation,  if a majority  of the  shares of such  other  corporation
entitled to vote in the election of directors is held by the Corporation,  shall
not be counted for quorum purposes or entitled to vote.

    SECTION  2.7.  VOTING.  At any  meeting of  stockholders,  each  stockholder
holding as of the record date shares of stock entitled to be voted on any matter
at such  meeting  shall  have  such  votes as  provided  in the  Certificate  of
Incorporation.

    Each stockholder entitled to vote at a meeting of stockholders or to express
consent  or  dissent  to  corporate  action in  writing  without  a meeting  may
authorize  another  person or persons to act for him by proxy,  provided that no
proxy shall be voted or acted upon after  three years from its date,  unless the
proxy provides for a longer  period.  A duly executed proxy shall be irrevocable
if it states that it is  irrevocable  and if, and only so long as, it is coupled
with an interest, whether in the stock itself or in the Corporation,  sufficient
in law to support an irrevocable power.

    Unless otherwise  provided by law or the Certificate of  Incorporation,  the
vote that shall be necessary for the transaction of business shall be a majority
of the votes of the outstanding shares entitled to vote at such meeting.

    The Board of Directors, the Chairman of the Board or the President shall, in
advance of any meeting of stockholders, appoint one or more inspectors to act at
the meeting and make a written report thereof. If no inspector or alternative is
able to act at a meeting of  stockholders,  the person  presiding at the meeting
shall appoint one or more inspectors to act at the meeting.

    The inspectors shall (i) ascertain the number of shares  outstanding and the
voting power of each, (ii) determine the shares represented at a meeting and the
validity  of  proxies  and  ballots,  (iii)  count all votes and  ballots,  (iv)
determine and retain for a reasonable  period a record of the disposition of any
challenges  made to any  determination  by the  inspectors,  (v)  certify  their
determination  of the number of shares  represented  at the  meeting,  and their
count of all votes and ballots and (vi) take such other actions,  if any, as may
be required or permitted by the Delaware General Corporation Law as it currently
exists or as it may hereafter be amended.


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     SECTION 2.8. ACTION BY CONSENT OF STOCKHOLDERS.  Unless otherwise  provided
in the Certificate of Incorporation whenever any action by the stockholders at a
meeting   thereof  is  required  or  permitted  by  law,  the   Certificate   of
Incorporation,  or these  By-Laws,  such action may be taken  without a meeting,
without  prior notice and without a vote if a consent in writing,  setting forth
the action so taken,  shall be signed by the  holders of the  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.  Prompt  notice of the taking of such  action
without a meeting and by less than unanimous  written  consent shall be given to
those stockholders who have not consented in writing.

                                   ARTICLE III

                               BOARD OF DIRECTORS

    SECTION  3.1.  GENERAL  POWERS.  The  property,  business and affairs of the
Corporation  shall be managed by the Board of Directors.  The Board of Directors
may exercise all such powers of the  Corporation  and have such authority and do
all such lawful acts and things as are  permitted  by law,  the  Certificate  of
Incorporation or these By-Laws.

    SECTION 3.2. NUMBER OF DIRECTORS.  The Board of Directors of the Corporation
shall  consist of three or more  members;  the exact number of  directors  which
shall  constitute the whole Board of Directors  shall be fixed from time to time
by resolution  adopted by a majority of the whole Board of Directors.  Until the
number of directors has been so fixed by the Board of  Directors,  the number of
directors constituting the whole Board of Directors shall be seven. After fixing
the number of directors constituting the whole Board of Directors,  the Board of
Directors  may,  by  resolution  adopted  by a  majority  of the whole  Board of
Directors,  from time to time change the number of  directors  constituting  the
whole Board of Directors.

     SECTION  3.3.  QUALIFICATION.  Directors  need not be  stockholders  of the
Corporation.

    SECTION 3.4. ELECTION.  Except as otherwise provided by law, the Certificate
of Incorporation,  or these By-Laws,  after the first meeting of the Corporation
at which directors are elected, directors of the Corporation shall be elected in
each year at the annual meeting of stockholders, or at a special meeting in lieu
of the annual  meeting  called for such purpose,  by a vote of a majority of the
shares  entitled to vote at such  meeting.  The voting on  directors at any such
meeting need not be by written ballot.

    SECTION 3.5.  TERM.  Each director  shall hold office until his successor is
duly elected and  qualified,  except in the event of the earlier  termination of
his term of office by reason of death, resignation, removal or other reason.

    SECTION 3.6.  RESIGNATION  AND REMOVAL.  Any director may resign at any time
upon written notice to the Board of Directors,  the Chairman of the Board or the
Secretary.  The  resignation  of any director  shall take effect upon receipt of
notice  thereof or at such later time as shall be specified in such notice,  and
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.  Any director may be removed at any time with
or  without  cause  by a vote of a  majority  in  interest  of the  votes of the
outstanding shares of stock of the corporation  entitled to vote on the election
of directors at any special meeting of stockholders called for such purpose.

    SECTION 3.7.  VACANCIES.  Vacancies  in the Board of  Directors  (unless the
vacancy be caused by the removal of a director) and newly created  directorships
resulting  from any  increase in the  authorized  number of  directors  shall be
filled by a majority of the directors then in office,  though less than a quorum
or by as sole  remaining  director.  The  vacancy  caused  by the  removal  of a
director shall be filled by a vote of a majority in interest of the votes of the
outstanding shares of stock of the corporation  entitled to vote on the election
of directors at any special meeting of stockholders called for such purposes.

    If 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 at a future date,  shall have power to fill such vacancy or
vacancies,  the vote  thereon to take  effect and the  vacancy to be filled when
such resignation or resignations  shall become  effective,  and each director so
chosen  shall hold office as  provided  in this  section in the filling of other
vacancies.


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    Each director  chosen to fill a vacancy on the Board of Directors shall hold
office until the next annual election of directors and until his successor shall
be elected and qualified.

    SECTION 3.8.  QUORUM AND VOTING.  Unless the  Certificate  of  Incorporation
provides otherwise,  at all meetings of the Board of Directors a majority of the
whole  Board of  Directors  shall be  present  to  constitute  a quorum  for the
transaction of business.  A director interested in a contract or transaction may
be counted in determining  the presence of a quorum at a meeting of the Board of
Directors  which  authorizes  the contract or  transaction.  In the absence of a
quorum,  a majority of the  directors  present  may adjourn the meeting  until a
quorum shall be present.

    Unless the Certificate of Incorporation  provides otherwise,  members of the
Board of Directors or any  committee  designated  by 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, and  participation in
such a meeting shall constitute presence in person at such meeting.

    The vote of the  majority of the  directors  present at a meeting at which a
quorum  is  present  shall  be the act of the  Board  of  Directors  unless  the
Certificate of  Incorporation or these By-Laws shall require a vote of a greater
number.

    SECTION 3.9.  REGULATIONS.  The Board of Directors  may adopt such rules and
regulations  for the conduct of the business and management of the  Corporation,
not inconsistent  with law or the Certificate of Incorporation or these By-Laws,
as the Board of Directors  may deem proper.  The Board of Directors may hold its
meetings and cause the books and records of the  Corporation  to be kept at such
place or  places  within  or  without  the  State of  Delaware  as the  Board of
Directors  may from time to time  determine.  A member of the Board of Directors
shall, in the  performance of his duties,  be fully protected in relying in good
faith upon the books of account or reports made to the Corporation by any of its
officers,  by an independent  certified  public  accountant,  or by an appraiser
selected with  reasonable care by the Board of Directors or any committee of the
Board of  Directors  or in  relying  in good  faith  upon  other  records of the
Corporation.

     SECTION 3.10.  ANNUAL  MEETING OF BOARD OF DIRECTORS.  An annual meeting of
the Board of Directors shall be called and held for the purpose of organization,
election of officers and transaction of any other  business.  If such meeting is
held promptly after the annual meeting of stockholders,  no notice of the annual
meeting of the Board of Directors  need be given.  Otherwise such annual meeting
shall be held at such time (not more than thirty  days after the annual  meeting
of stockholders) and place as may be specified in a notice of the meeting.

    SECTION 3.11.  REGULAR MEETINGS.  Regular meetings of the Board of Directors
shall be held at the time and place, within or without the State of Delaware, as
shall from time to time be determined by the Board of Directors. After there has
been such  determination and notice thereof has been given to each member of the
Board of  Directors,  no further  notice  shall be required for any such regular
meeting.  Except as otherwise provided by law, any business may be transacted at
any regular meeting.

    SECTION 3.12.  SPECIAL MEETINGS.  Special meetings of the Board of Directors
may, unless otherwise  prescribed by law, be called from time by the Chairman of
the Board and shall be called by the Chairman of the Board or the Secretary upon
the  written  request of two members of the Board of  Directors  directed to the
Chairman of the Board or the Secretary.  Except as provided below, notice of any
special meeting of the Board of Directors,  stating the time,  place and purpose
of such special meeting, shall be given to each director.

     SECTION 3.13. NOTICE OF MEETINGS;  WAIVER OF NOTICE.  Notice of any meeting
of the Board of Directors  shall be deemed to be duly given to a director (i) if
mailed to such director,  addressed to him at his address as it appears upon the
books of the  Corporation,  or at the address  last made known in writing to the
Corporation  by such  director  as the  address to which such  notices are to be
sent,  at least two days before the day on which such  special  meeting is to be
held,  or (ii) if sent to him at such  address  by  telegraph,  cable,  radio or
wireless  not later than the day  before the day on which such  meeting is to be
held,  or (iii) if  delivered  to him  personally  or orally,  by  telephone  or
otherwise,  not later than the day before the day on which such special  meeting
to to be held.  Each such  notice  shall state the time and place of the meeting
and the purposes thereof.

    Notice of any  meeting  of the Board of  Directors  need not be given to any
director if waived by him in writing (or by telegram,  cable,  radio or wireless
and confirmed in writing)  whether  before or after the holding of such meeting,
or if such director is present at such

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meeting.  Any  meeting  of the Board of  Directors  shall be a duly  constituted
meeting  without any notice  thereof  having been given if all directors then in
office shall be present thereat.

    SECTION 3.14. COMMITTEES OF DIRECTORS. The Board of Directors, by resolution
or  resolutions  passed by a majority  of the whole  Board of  Directors,  shall
designate  an  Executive  Committee  to consist of one or more  directors of the
Corporation  and may  designate  one or more other  committees,  each such other
committee to consist of one or more of the directors of the Corporation.

    Except as herein provided, vacancies in membership of any committee shall be
filled by the vote of a majority of the whole Board of  Directors.  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 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. Members of a committee shall hold office
for such  period as may be fixed by a  resolution  adopted by a majority  of the
whole Board of Directors,  subject,  however, to removal at any time by the vote
of a majority of the whole Board of Directors.

    SECTION 3.15. POWERS AND DUTIES OF COMMITTEES.  Any committee, to the extent
provided in the resolution or resolutions  creating such  committee,  shall have
and may exercise the powers of the Board of Directors in the  management  of the
business  and  affairs of the  Corporation,  and may  authorize  the seal of the
Corporation  to be affixed to all papers which may require it. No such committee
shall have the power or  authority  with regard to amending the  Certificate  of
Incorporation, adopting an agreement of merger or consolidation, recommending to
the stockholders the sale, lease or exchange of all or substantially  all of the
Corporation's   property  and  assets,   recommending  to  the   stockholders  a
dissolution of the Corporation or a revocation of a dissolution, or amending the
By-Laws.  The Board of Directors  may, in the  resolution  creating a committee,
grant to such  committee  the power and  authority  to  declare  a  dividend  or
authorize the issuance of stock.

    Each  committee  may adopt its own rules of procedure and may meet at stated
times or on such notice as such  committee  may  determine.  Except as otherwise
permitted by these  By-Laws,  each committee  shall keep regular  minutes of its
proceedings and report the same to the Board of Directors when required.

    SECTION 3.16.  COMPENSATION  OF  DIRECTORS.  The Board of Directors may from
time to time,  in its  discretion,  fix the  amounts  which  shall be payable to
directors  and to  members  of any  committee  of the  Board  of  Directors  for
attendance  at the meetings of the Board of Directors or of such  committee  and
for services rendered to the Corporation.

    SECTION 3.17.  ACTION WITHOUT MEETING.  Unless  otherwise  restricted by the
Certificate of  Incorporation,  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 a written  consent  thereto is signed by all members of the
Board of  Directors or of such  committee,  as the case may be, and such written
consent is filed with the minutes of  proceedings  of the Board of  Directors or
such committee.

                                   ARTICLE IV

                                    OFFICERS

    SECTION 4.1. PRINCIPAL  OFFICERS.  The principal officers of the Corporation
shall be elected by the Board of Directors  and shall  include a Chairman of the
Board, a President,  one or more Vice Presidents, a Secretary, a Treasurer and a
Controller.  Except as otherwise provided in the Certificate of Incorporation or
these By-Laws, one person may hold the offices and perform the duties of any two
or more of said principal offices except the offices and duties of President and
Secretary or of Treasurer and Controller.  None of the principal officers, other
than the  Chairman  of the Board and the  President,  need be a director  of the
Corporation.

     SECTION 4.2. ELECTION OF PRINCIPAL OFFICERS;  TERM OF OFFICE. The principal
officers of the Corporation  shall be elected annually by the Board of Directors
at each annual meeting of the Board of Directors. Failure to elect any principal
officer annually shall not dissolve the Corporation.


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    If the Board of  Directors  shall  fail to fill any  principal  office at an
annual meeting, or if any vacancy in any principal office shall occur, or if any
principal office shall be newly created,  such principal office may be filled at
any regular or special meeting of the Board of Directors.

    Each principal officer shall hold office until his successor is duly elected
and qualified, or until his earlier death, resignation or removal, provided that
the terms of office of all Vice Presidents shall terminate at any annual meeting
of the Board of Directors at which the Chairman of the Board, the President,  or
any Vice President is elected.

    SECTION 4.3. SUBORDINATE OFFICERS,  AGENTS AND EMPLOYEES. In addition to the
principal officers,  the Corporation may have one or more Assistant  Treasurers,
Assistant Secretaries and such other subordinate officers,  agents and employees
as the Board of Directors may deem advisable, each of whom shall hold office for
such  period and have such  authority  and  perform  such duties as the Board of
Directors,  the  President  or any  other  officer  designated  by the  Board of
Directors,  may from time to time determine.  The Board of Directors at any time
may appoint and remove,  or may delegate to any  principal  officer the power to
appoint  and to remove,  any  subordinate  officer,  agent,  or  employee of the
Corporation.

     SECTION 4.4.  DELEGATION OF DUTIES OF OFFICERS.  The Board of Directors may
delegate  the duties and powers of any officer of the  Corporation  to any other
officer or to any  director  for a specified  period of time for any reason that
the Board of Directors may deem sufficient.

     SECTION  4.5.  REMOVAL  AND  RESIGNATION  OF  OFFICERS.  Any officer of the
Corporation  may be removed  with or without  cause by  resolution  adopted by a
majority of the  directors  then in office at any regular or special  meeting of
the Board of Directors or by a written  consent  signed by all of the  directors
then in office.

    Any officer may resign at any time by giving  written  notice of resignation
to the Board of  Directors,  to the Chairman of the Board,  the President or the
Secretary. Any such resignation shall take effect upon receipt of such notice or
at any later time specified therein.  Unless otherwise  specified in the notice,
the acceptance of a resignation  shall not be necessary to make the  resignation
effective.

    SECTION 4.6.  CHAIRMAN OF THE BOARD.  The Chairman of the Board shall be the
Chief Executive  Officer of the Corporation and shall preside at all meetings of
stockholders and of the Board of Directors at which he is present.  The Chairman
of the Board  shall be a member of the  Corporate  Office.  The  Chairman of the
Board shall supervise the conformance of operations with objectives and policies
and shall advise the President on matters of general policy. The Chairman of the
Board  shall have such  other  powers and  perform  such other  duties as may be
assigned to him from time to time by the Board of Directors.

    SECTION 4.7.  PRESIDENT.  The President shall be the chief operating officer
of the  Corporation.  The President  shall be  responsible  for carrying out the
policies and objectives  established by the Board of Directors and the Corporate
Office.  The  President  shall,  in the  absence of the  Chairman  of the Board,
preside at all meetings of  stockholders  and of the Board of Directors at which
he is present. The President shall have such other powers and perform such other
duties as may be assigned to him from time to time by the Board of Directors.

    SECTION 4.8.  CORPORATE  OFFICE.  The Corporate  Office shall consist of the
Chairman of the Board, the President,  and such other officer or officers as the
Board  of  Directors  may  select.  Subject  to the  direction  of the  Board of
Directors,  the Corporate Office shall be responsible for establishing corporate
objectives and long-range  policies and shall have general  supervision over the
business of the  Corporation.  The Corporate Office shall have such other powers
and perform  such other duties as may be assigned to it from time to time by the
Board of Directors.

    SECTION 4.9. VICE PRESIDENTS. The Vice Presidents shall generally assist the
President in such manner as the President  shall direct.  Any Vice President may
have such  additional  designation  in his title as the Board of  Directors  may
determine.  Each Vice  President  shall have such other  powers and perform such
other  duties  as may be  assigned  to him  from  time to time by the  Board  of
Directors or the President.

     SECTION  4.10.  SECRETARY.  The  Secretary  shall act as  Secretary  of all
meetings of stockholders and of the Board of Directors

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at which he is present, shall record all the proceedings of all such meetings in
a book to be kept for that purpose,  shall have  supervision over the giving and
service of notices of the Corporation,  and shall have supervision over the care
and custody of the records and seal of the  Corporation.  The Secretary shall be
empowered to affix the corporate  seal to  documents,  the execution of which on
behalf of the Corporation under its seal is duly authorized, and when so affixed
may  attest the same.  The  Secretary  shall have all powers and duties  usually
incident  to the  office of  Secretary,  except  as  specifically  limited  by a
resolution of the Board of Directors. The Secretary shall have such other powers
and perform such other duties as may be assigned to him from time to time by the
Board of Directors or the President.

    SECTION 4.11.  TREASURER.  The Treasurer shall have general supervision over
the care and custody of the funds and over the receipts and disbursements of the
Corporation  and shall cause the funds of the Corporation to be deposited in the
name of the  Corporation  in such  banks or other  depositaries  as the Board of
Directors may designate.  The Treasurer shall have supervision over the care and
safekeeping of the securities of the  Corporation.  The Treasurer shall have all
powers  and  duties  usually  incident  to the  office  of  Treasurer  except as
specifically  limited by a resolution of the Board of  Directors.  The Treasurer
shall have such other powers and perform such other duties as may be assigned to
him from time to time by the Board of Directors or the President.

    SECTION  4.12.  CONTROLLER.  The  Controller  shall be the chief  accounting
officer of the Corporation and shall have  supervision  over the maintenance and
custody of the accounting  operations of the Corporation,  including the keeping
of accurate  accounts of all receipts and  disbursements and all other financial
transactions.  The Controller  shall have all powers and duties usually incident
to the office of Controller  except as  specifically  limited by a resolution of
the Board of Directors.  The Controller shall have such other powers and perform
such other  duties as may be  assigned  to him from time to time by the Board of
Directors or the President.

    SECTION 4.13.  BOND. The Board of Directors  shall have power, to the extent
permitted by law, to require any officer,  agent or employee of the  Corporation
to give bond for the faithful discharge of his duties in such form and with such
surety or sureties as the Board of Directors may determine.

                                    ARTICLE V

                                  CAPITAL STOCK

    SECTION 5.1.  ISSUANCE OF CERTIFICATES  FOR STOCK.  Each  stockholder of the
Corporation  shall be entitled to a certificate or  certificates in such form as
shall be approved by the Board of Directors,  certifying the number of shares of
capital stock of the Corporation owned by such stockholder.

    SECTION 5.2.  SIGNATURES ON STOCK  CERTIFICATES.  Certificates for shares of
capital  stock of the  Corporation  shall be  signed  by,  or in the name of the
Corporation by, the Chairman of the Board or the President and by the Secretary,
the Treasurer,  an Assistant  Secretary or an Assistant Treasurer and shall bear
the  corporate  seal of the  Corporation  or a  printed  or  engraved  facsimile
thereof. Any of or all the signatures 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,  such
certificate  may be issued by the  Corporation  with the same  effect as if such
signer were such officer, transfer agent or registrar at the date of issue.

    SECTION 5.3. STOCK LEDGER.  A record of all  certificates  for capital stock
issued by the  Corporation  shall be kept by the Secretary or any other officer,
employee or agent  designated by the Board of Directors.  Such record shall show
the name and address of the person,  firm or corporation  in which  certificates
for capital stock are registered,  the number of shares represented by each such
certificate,  the date of each  such  certificate,  and in case of  certificates
which have been canceled the dates of cancellation thereof.

    The Corporation shall be entitled to treat the holder of record of shares of
capital  stock as shown on the  stock  ledger as the  owner  thereof  and as the
person entitled to receive dividends thereon, to vote such shares and to receive
notice of meetings,  and for all other purposes.  The  Corporation  shall not be
bound to recognize  any  equitable or other claim to or interest in any share of
capital  stock on the part of any other  person  whether or not the  Corporation
shall have express or other notice thereof.

     SECTION 5.4. REGULATIONS  RELATING TO TRANSFER.  The Board of Directors may
make such rules and regulations as it

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may deem expedient,  not inconsistent with law, the Certificate of Incorporation
or these By-Laws, concerning issuance, transfer and registration of certificates
for shares of  capital  stock of the  Corporation.  The Board of  Directors  may
appoint,  or authorize  any principal  officer to appoint,  one or more transfer
clerks or one or more transfer agents and one or more registrars and may require
all certificates for capital stock to bear the signature or signatures of any of
them.

    SECTION  5.5.  TRANSFERS.  Transfers  of capital  stock shall be made on the
books of the  Corporation  only upon delivery to the Corporation or its transfer
agent  of  (i) a  written  direction  of  the  registered  holder  named  in the
certificate or such holder's attorney lawfully constituted in writing,  (ii) the
certificate  for the  shares of capital  stock  being  transferred,  and (iii) a
written assignment of the shares of capital stock evidenced thereby.

    SECTION 5.6. CANCELLATION. Each certificate for capital stock surrendered to
the  Corporation  for  exchange  or  transfer  shall  be  canceled  and  no  new
certificate  or  certificates  shall be  issued  in  exchange  for any  existing
certificate (other than pursuant to Section 5.7) until such existing certificate
shall have been canceled.

     SECTION 5.7. LOST,  DESTROYED,  STOLEN AND MUTILATED  CERTIFICATES.  In the
event that any certificate for shares of capital stock of the Corporation  shall
be mutilated  the  Corporation  shall issue a new  certificate  in place of such
mutilated  certificate.  In case any such certificate  shall be lost,  stolen or
destroyed the Corporation  may, in the discretion of the Board of Directors or a
committee  designated  thereby with power so to act, issue a new certificate for
capital  stock in the place of any such lost,  stolen or destroyed  certificate.
The applicant for any substituted  certificate or  certificates  shall surrender
any  mutilated  certificate  or,  in the case of any lost,  stolen or  destroyed
certificate,  furnish  satisfactory  proof of such loss, theft or destruction of
such  certificate and of the ownership  thereof.  The Board of Directors or such
committee  may, in its  discretion,  require  the owner of a lost or  destroyed,
certificate,  or his representatives,  to furnish to the Corporation a bond with
an  acceptable  surety  or  sureties  and in such sum as will be  sufficient  to
indemnify  the  Corporation  against  any claim  that may be made  against it on
account of the lost, stolen or destroyed certificate of the issuance of such new
certificate.  A new certificate  may be issued without  requiring a bond when in
the judgment of the Board of Directors, it is proper to do so.

    SECTION 5.8.  FIXING OF RECORD DATES.

        (a) 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 any
    meeting of stockholders, not more than sixty days prior to any other action,
    for the purpose of determining stockholders entitled to notice of or to vote
    at such meeting of stockholders or any  adjournment  thereof,  or to express
    consent or dissent to corporate  action in writing without a meeting,  or to
    receive  payment or any dividend or other  distribution  or allotment of any
    rights,  or to exercise any rights in respect of any change,  conversion  or
    exchange of stock or for the purpose of any other lawful action.

        (b) If no record date is fixed by the Board of Directors:

                   (i) 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;

                   (ii) The record date for determining stockholders entitled to
         express consent to corporate action in writing without a meeting,  when
         no prior action by the Board of Directors  is  necessary,  shall be the
         day on which  the first  consent  is  expressed  and  delivered  to the
         Corporation as provided by law;

                   (iii) The record date for  determining  stockholders  for any
         other purpose shall be at the close of business on the day on which the
         Board of Directors adopts the resolution relating thereto.

        (c) 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 that the Board of Directors may fix a new record date for
    the adjourned meeting.



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<PAGE>


                                   ARTICLE VI

                                 INDEMNIFICATION

    SECTION 6.1.  INDEMNIFICATION.

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

    (b) 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 and except that no  indemnification  shall be made in respect to 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 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 indemnify for such expenses  which the Court of Chancery of Delaware
or such other court shall deem proper.

    (c) 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  6.1(a) or 6.1(b),  or in
defense of any claim, issue or matter therein,  he shall be indemnified  against
expenses (including  attorney's fees) actually and reasonably incurred by him in
connection therewith.

    (d) Any  indemnification  under  these  Sections  6.1(a) or  6.1(b)  (unless
ordered by the 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  standards of conduct set forth in Sections  6.1(a) and 6.1(b).  Such
determination  shall be made (1) 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 (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, or (3) by the stockholders.

    (e) Expenses  (including  attorney's  fees) incurred in defending any civil,
criminal,  administrative or investigative  action,  suit or proceeding shall be
paid by the Corporation in advance of the final disposition of such action, suit
or  proceeding  upon  the  receipt  of an  undertaking  by or on  behalf  of the
director, officer, employee or agent to repay such amount if it shall ultimately
be determined  that he is not entitled to be indemnified  by the  Corporation as
authorized in this Section 6.1.

    (f) The  indemnification  and advancement of expenses provided by or granted
pursuant to the provisions of this Section 6.1 shall not be deemed  exclusive of
any other  rights to which  those  seeking  indemnification  or  advancement  of
expenses may be entitled under any by-law,  agreement,  vote of  stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.

    (g) The  indemnification and advancement of expenses provided by, or granted
pursuant to, this Section 6.1 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.

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<PAGE>




    SECTION 6.2. INDEMNIFICATION  INSURANCE. 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  applicable
law.

    SECTION 6.3. CONSTITUENT CORPORATIONS.  For the purposes of this article VI,
references to the "Corporation" include all constituent corporations 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 section with respect to the resulting or
surviving  corporation  as he would if he had served the  resulting or surviving
corporation in the same capacity.

    SECTION 6.4. OTHER ENTERPRISES.  For purposes of this Article VI, references
to "other  enterprises"  shall include  employee  benefit  plans;  references to
"fines" shall include any excise taxes  assessed on a person with respect to 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.

                                   ARTICLE VII

                            MISCELLANEOUS PROVISIONS

    SECTION 7.1.  CORPORATE SEAL. The seal of the Corporation  shall be circular
in form with the name of the Corporation in the  circumference and the words and
figures "Corporate Seal -- 1968 Delaware" in the center. The seal may be used by
causing it to be affixed or impressed,  or a facsimile thereof may be reproduced
or otherwise used in such manner as the Board of Directors may determine.

    SECTION 7.2. FISCAL YEAR. The fiscal year of the  Corporation  shall be from
the first day of April to the  thirty-first  day of  March,  inclusive,  in each
year,  or such other twelve  consecutive  months as the Board of  Directors  may
designate.

    SECTION 7.3.  WAIVER OF NOTICE.  Whenever any notice is required to be given
under any provision of law, the Certificate of Incorporation,  or these By-Laws,
a written  waiver  thereof,  signed by the  person or persons  entitled  to such
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, any regular or special meeting of the stockholders, directors, or members of
a committee  of  directors  need be  specified  in any written  waiver of notice
unless so required by the Certificate of Incorporation.

    Attendance of a person at a meeting  shall  constitute a waiver of notice of
such meeting,  except when the person 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 7.4. EXECUTION OF INSTRUMENTS,  CONTRACTS,  ETC. All checks, drafts,
bills of exchange, notes or other obligations or orders for the payment of money
shall be signed in the name of the  Corporation  by such  officer or officers or
person or persons,  as the Board of Directors may from time to time designate by
resolution.

    The Chairman of the Board or the President shall have authority, 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.

    Except as otherwise  provided by law, the Board of Directors,  any committee
given specific authority in the premises by the Board of

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<PAGE>


Directors,  or any committee given authority to exercise generally the powers of
the Board of Directors  during the  intervals  between  meetings of the Board of
Directors,  may authorize any other officer,  employee or agent,  in the name of
and on behalf of the  Corporation,  to enter into or execute and deliver  deeds,
bonds,  mortgages,  contracts and other  obligations  or  instruments,  and such
authority may be general or confined to specific instances.

    All applications,  written  instruments and papers required by or filed with
any  department  of  the  United  States  Government  or by any  state,  county,
municipal  or other  governmental  official or  authority,  may, if permitted by
applicable  law,  be executed in the name of the  Corporation  by any  principal
officer or subordinate officer of the Corporation,  or, to the extent designated
for such purpose from time to time by the Board of Directors,  by an employee or
agent of the Corporation.  Such designation may contain the power to substitute,
in the discretion of the person named, one or more other persons.

    SECTION  7.5.  VOTING OF STOCK.  Unless  otherwise  ordered  by the Board of
Directors,  the Chairman of the Board or the President shall have full power and
authority in behalf of the  Corporation  to attend and to act and to vote at any
meetings of  stockholders  of any  corporation in which the Corporation may hold
stock,  and at any such meeting  shall  possess and may exercise any and all the
rights and powers  incident to the  ownership of such stock,  and which,  as the
owner thereof,  the  Corporation  might have possessed and exercised if present.
The Board of Directors, by resolution,  from time to time may confer like powers
upon any other person or persons.

                                  ARTICLE VIII

                          AMENDMENTS; EMERGENCY BY-LAWS

     SECTION  8.1. BY  STOCKHOLDERS.  These  By-Laws  may be amended,  added to,
altered  or  repealed,  or  new  By-Laws  may be  adopted,  at  any  meeting  of
stockholders by the vote of the holders of not less than a majority of the votes
of the outstanding  shares of stock entitled to vote thereat,  provided that, in
the case of a special meeting,  notice that an amendment is to be considered and
acted upon shall be inserted in the notice or waiver of notice of said meeting.

    SECTION 8.2. BY DIRECTORS.  To the extent  permitted by the  Certificate  of
Incorporation,  these By-Laws may be amended,  added to, altered or repealed, or
new  By-Laws may be adopted by a  resolution  adopted by a majority of the whole
Board of Directors at any regular or special meeting of the Board of Directors.

    SECTION 8.3. EMERGENCY  BY-LAWS.  The Board of Directors may adopt emergency
by-laws subject to repeal or change by action of the  stockholders  which shall,
notwithstanding any different provision of law, the Certificate of Incorporation
or these By-Laws,  be operative during any emergency  resulting from any nuclear
or atomic disaster, an attack on the United States or on a locality in which the
Corporation  conducts its business or customarily holds meetings of the Board of
Directors  or  stockholders,   any  catastrophe,   or  other  similar  emergency
condition, as a result of which a quorum of the Board of Directors or a standing
committee thereof cannot readily be convened for action.  Such emergency by-laws
may  make  any  provision  that  may  be  practicable   and  necessary  for  the
circumstances  of the  emergency.  No officer,  director  or employee  acting in
accordance  with any  emergency  by-laws  shall be  liable  except  for  willful
misconduct.


                                       11