Exhibit 3.1



                              AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                        STANDARD MICROSYSTEMS CORPORATION

                           (Effective August 1, 2005)

                                 1. STOCKHOLDERS

     1.1       Place   of   Stockholders'   Meetings.  All   meetings   of   the
stockholders of the Corporation shall be held at such place or places, within or
outside the state of  incorporation,  as may be fixed by the Board of  Directors
from time to time or as shall be specified in the respective notices thereof.

     1.2       Date   and   Hour of Annual Meetings of  Stockholders.  An annual
meeting of  stockholders  shall be held each year on the third  Tuesday of July,
unless said date is a legal holiday,  in which case the meeting shall be held on
the next day thereafter which is not a legal holiday,  at 10:00 A.M., or on such
other  date  and at such  other  times  as may be  designated  by the  Board  of
Directors.  Each such meeting shall be held at ten o'clock in the morning, local
time in effect  at the place  where the  meeting  is held,  unless  the Board of
Directors  shall fix  another  hour  which  shall be stated in the notice of the
meeting.

     1.3       Purposes  of   Annual   Meeting.  The   annual  meeting  of   the
stockholders shall be held for the purpose of electing directors and transacting
such other business as may properly come before the meeting.

     1.4       Special  Meetings  of  Stockholders.  Special  meetings   of  the
stockholders or of any class or series thereof entitled to vote may be called by
the Chairman or by the President or by the Board of Directors, or at the request
in writing by  stockholders  of record owning at least  sixty-six and two-thirds
percent  (66-2/3%)  of the  issued  and  outstanding  shares of the  Corporation
entitled to vote at such meeting. Any such request by stockholders shall include
a detailed  description of the purposes of, and the actions proposed to be taken
at, such meeting and, if such meeting is requested  for purposes of the election
of directors,  the request shall  include the  information  specified in Section
2.2.1(B)  with  respect to each  nominee to be  considered  for  election at the
meeting.  The  Corporation  shall use  reasonable  efforts  to hold any  special
meeting  requested by stockholders as promptly as practicable  following receipt
of a  request  therefor  complying  with the  provisions  of this  Section  1.4;
provided,  that the  Corporation  shall not be required to hold any such meeting
prior to the 60th day following receipt of such request.

     1.5       Notice  of   Meetings  of  Stockholders.  Except   as   otherwise
expressly  required or permitted by the laws of the state of incorporation,  not
less  than  ten  days  nor  more  than  fifty  days  before  the  date of  every
stockholders  meeting the  Secretary  shall give to each  stockholder  of record
entitled to vote at such meeting,  written  notice  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.  Such  notice,  if mailed,  shall be
deemed to be given when  deposited in the United States mail,  postage  prepaid,
directed to the stockholder at his address for notices to such stockholder as it
appears on the records of the Corporation.

     1.6       Quorum of Stockholders.

               (a) Unless  otherwise  provided by the laws of  Delaware,  at any
meeting of the stockholders,  the presence in person or by proxy of stockholders
entitled to cast a majority of the votes thereat shall constitute a quorum.

               (b) At any meeting of the stockholders at which a quorum shall be
present,  a  majority  of those  present in person or by proxy may  adjourn  the
meeting from time to time without notice other than announcement at the meeting.
In the absence of a quorum,  the officer  presiding  thereat shall have power to
adjourn the meeting from time to time until a quorum shall be present. Notice of
any adjourned  meeting,  other than  announcement  at the meeting,  shall not be
required to be given, except as provided in paragraph (d) below and except where
expressly required by law.

               (c) At any adjourned  session at which a quorum shall be present,
any business may be transacted  which might have been  transacted at the meeting
originally called but only those stockholders entitled to vote at the meeting as
originally  noticed shall be entitled to vote at any adjournment or adjournments
thereof, unless a new record date is fixed by the Board of Directors.

               (d) If an  adjournment  is for more than thirty days, or if after
the adjournment a new record date is fixed for the adjourned  meeting,  a notice
of the adjourned  meeting shall be given to each  stockholder of record entitled
to vote at the meeting.

     1.7       Chairman   and  Secretary  of   Meeting.   The  Chairman  or  the
Vice-Chairman  or the President  shall preside at meetings of the  stockholders.
The  Secretary  shall act as secretary of the  meeting,  or in his absence,  the
Assistant  Secretary  shall act,  or if neither is present,  then the  presiding
officer may appoint a person to act as secretary of the meeting.

     1.8       Voting by Stockholders.   Except  as   may be otherwise  provided
by these By-laws, at every meeting of the stockholders,  each stockholder shall,
unless  otherwise  provided,  be  entitled  to one vote for each  share of stock
standing in his name on the books of the  Corporation on the record date for the
meeting.  All elections and questions shall be decided by the vote of a majority
in interest of the  stockholders  present in person or  represented by proxy and
entitled to vote at the meeting,  except as  otherwise  permitted or required by
the laws of Delaware, the certificate of incorporation or these By-laws.

     1.9       Proxies.  Any  stockholder entitled to vote at  any  meeting   of
stockholders may vote either in person or by his  attorney-in-fact.  Every proxy
shall be in  writing,  subscribed  by the  stockholder  or his  duly  authorized
attorney-in-fact, but need not be dated, sealed, witnessed or acknowledged.

     1.10      Inspectors.  The  election  of  Directors  and  any other vote by
ballot at any meeting of the  stockholders  shall be  supervised by at least two
inspectors. Such inspectors may be appointed by the Chairman or President before
or at the meeting;  or if one or both  inspectors  so appointed  shall refuse to
serve or shall not be  present,  such  appointment  shall be made by the officer
presiding at the meeting.

     1.11      List of Stockholders.

               (a) At least ten days before every meeting of  stockholders,  the
Secretary shall prepare and make a complete list of the stockholders entitled to
vote at the meeting,  arranged in alphabetical order, and showing the address of
each  stockholder  and the  number  of  shares  registered  in the  name of each
stockholder.

               (b) During ordinary  business hours, for a period of at least ten
days  prior  to the  meeting,  such  list  shall be open to  examination  by any
stockholder for any purpose germane to the meeting, either at a place within the
city where the  meeting is to be held,  which place  shall be  specified  in the
notice of the meeting, or if not so specified, at the place where the meeting is
to be held.

               (c) The  list  shall  also be  produced  and kept at the time and
place  of the  meeting  during  the  whole  time  of the  meeting  and it may be
inspected by any stockholder who is present.

               (d) The stock ledger shall be the only evidence as to who are the
stockholders  entitled to examine the stock  ledger,  the list  required by this
Section 1.11 or the books of the  Corporation,  or to vote in person or by proxy
at any meeting of stockholders.

     1.12      Procedure   at   Stockholders'  Meetings.  The  order of business
and all other  matters of  procedure  at every  meeting of  stockholders  may be
determined  by the  presiding  officer.  Not less than 15 minutes  following the
presentation  of any  resolution to any meeting of  stockholders,  the presiding
officer may announce that further discussion on such resolution shall be limited
to not more than three  persons  who favor and not more than three  persons  who
oppose  such  resolution,  each of whom  shall be  designated  by the  presiding
officer and shall  thereupon be entitled to speak thereon for not more than five
minutes.  After such person, or such a lesser number thereof as shall advise the
presiding  officer  of their  desire  so to  speak,  shall  have  spoken on such
resolution,  the presiding officer may direct a vote on such resolution  without
further  discussion  thereon at the meeting.  Except where otherwise provided by
the  certificate of  incorporation,  law or these  By-laws,  every question that
shall come  before a meeting  shall be  decided by a majority  of the votes cast
thereon and any such majority vote shall be the act of the stockholders.

                                  2. DIRECTORS

     2.1       Powers  of  Directors.  The   property,  business  and affairs of
the  Corporation  shall be managed by its Board of Directors  which may exercise
all the powers of the  Corporation  except such as are by law or the certificate
of  incorporation  or these  By-laws  required  to be  exercised  or done by the
stockholders.

     2.2       Number,  Method  of  Election,  Terms of Office of Directors. The
number of directors  which shall  constitute the whole Board of Directors  shall
not be less than three, nor more than fifteen,  the exact number of directors to
be such  number  as may be  fixed  from  time  to time  within  such  limits  by
resolution  adopted  by  affirmative  vote of a majority  of the whole  Board of
Directors.  No decrease in the number of directors shall shorten the term of any
incumbent  director.  Each director shall at all times from and after the second
anniversary  of the  director's  first  election  own at least an  amount of the
Corporation's  common stock,  including common stock  equivalents in the form of
phantom stock grants,  determined as the quotient obtained by dividing two times
the then current annual retainer for non-employee directors by the closing price
of a share of Corporation common stock on the trading day immediately before the
date of such  determination.  The Secretary  shall  periodically  perform audits
regarding  the   compliance   of  each   director  with  such  stock   ownership
requirements,  and in the event that a director  receives  written  notification
from the  Secretary  indicating  such  director's  noncompliance  with the stock
ownership  requirements,  such  director  shall have six months from the date of
such written notice to come into compliance with the stock ownership rules.

     2.2.1     (A) Nominations for the election of directors  may be made by the
     Board of Directors or by any stockholder  entitled to vote for the election
     of directors.

               (B)  Such  nominations,  if not made by the  Board of  Directors,
     shall be made by  notice in  writing,  delivered  or mailed by first  class
     United States mail,  postage prepaid,  by a stockholder to the Secretary of
     the  Corporation  not less than 60 days nor more than 90 days  prior to the
     first  anniversary  of  the  preceding  year's  annual  meeting;  provided,
     however,  that in the event that the date of the annual meeting is advanced
     by more  than  20  days,  or  delayed  by more  than  60  days,  from  such
     anniversary  date,  notice  by the  stockholder  to be  timely  must  be so
     delivered  not earlier  than the 90th day prior to such annual  meeting and
     not later than the close of  business on the later of the 60th day prior to
     such  annual  meeting or the tenth day  following  the day on which  public
     announcement  of the date of such  meeting is first made.  Each such notice
     shall  set  forth  (i) the  name,  age,  business  address  and,  if known,
     residence  address  of each  nominee  proposed  in such  notice,  (ii)  the
     principal  occupation or employment of each such nominee,  (iii) the number
     of shares of stock of the Corporation which are beneficially  owned by each
     such  nominee,  (iv) all other  information  relating to such  nominee that
     would be required to be disclosed in  solicitations of proxies for election
     of  directors,  or otherwise  would be required,  in each case  pursuant to
     Regulation  14A under the  Securities  Exchange  Act of 1934,  as  amended,
     including  such  person's  written  consent to  serving  as a  director  if
     elected,  and (v) a statement  that such nominee is qualified to serve as a
     director of the  Corporation  or, if not so  qualified,  the basis for such
     nominee's  failure to so  qualify,  all in  reasonable  detail so that such
     information may be independently verified. Such notice shall be accompanied
     by the  certificate of the  stockholder  proposing to make such  nomination
     that the statements made in such notice are true, accurate, and complete in
     all  respects.  Nomination  or election  of any such  nominee as a director
     shall not constitute a proposal made by or on behalf of the Corporation for
     purposes of Regulation  14A,  unless the Board of Directors shall otherwise
     determine.

               (C)  Notice of  nominations  which are  proposed  by the Board of
     Directors shall be given on behalf of the Board, at or prior to the meeting
     of  stockholders  at which such  nominations  are to be voted upon,  by the
     chairman of the meeting.

               (D) The  chairman  of the  meeting  may,  if the  facts  warrant,
     determine  and declare to the  meeting  that a  nomination  was not made in
     accordance  with the By-laws,  and if he should so  determine,  he shall so
     declare  to the  meeting,  whereupon  the  defective  nomination  shall  be
     disregarded.

     2.3       Vacancies on Board of Directors.

               (a) Any Director may resign his office at any time by  delivering
his resignation in writing to the Chairman or the President or the Secretary. It
will take effect at the time specified therein, or, if no time is specified,  it
will be effective at the time of its receipt by the Corporation.  The acceptance
of a resignation  shall not be necessary to make it effective,  unless expressly
so provided in the resignation.

               (b) Any vacancy  occurring  in the Board of  Directors  caused by
death,  resignation,  or removal, and any newly created  directorship  resulting
from an increase in the number of directors,  may be filled by a majority of the
directors  in  office,  although  less  than a  quorum,  or by a sole  remaining
director.  Each director chosen to fill a vacancy or newly created  directorship
shall hold office until the next  election of the class for which such  director
shall have been chosen,  and until his successor shall be elected and qualified,
or until his death, or until he shall have resigned, or have been removed.

     2.4       Meetings of the Board of Directors.

               (a) The Board of Directors may hold their meetings,  both regular
and special, either within or outside the state of incorporation.

               (b)  Regular  meetings of the Board of  Directors  may be held at
such time and place as shall from time to time be  determined  by  resolution of
the Board of Directors. No notice of such regular meetings shall be required. If
the date designated for any regular meeting be a legal holiday, then the meeting
shall be held on the next day which is not a legal holiday.

               (c) Immediately following the annual meeting of the stockholders,
a  regular  annual  meeting  of the  Board  of  Directors  shall be held for the
election  of officers  and the  transaction  of such other  business as may come
before it. If such meeting is held at the place of the stockholders  meeting, no
notice thereof shall be required.

               (d)  Special  meetings  of the Board of  Directors  shall be held
whenever  called by direction of the Chairman or the President or at the written
request of two directors.

               (e) The  Secretary  shall  give  notice to each  director  of any
special  meeting of the Board of Directors by mailing the same at least two days
before the meeting or by  telegraphing or delivering the same not later than the
day before the meeting. Such notice need not include a statement of the business
to be transacted  at, or the purpose of, any such meeting.  Any and all business
may be  transacted  at any meeting of the Board of  Directors.  No notice of any
adjourned meeting need be given. No notice to or waiver by any Director shall be
required with respect to any meeting at which such Director is present.

     2.5       Quorum   and   Action. One-half of the total number of directors,
but not less than two directors,  shall  constitute a quorum for the transaction
of  business;  but if there  shall be less than a quorum at any  meeting  of the
Board,  a majority of those  present may adjourn the meeting  from time to time.
Except where  otherwise  provided by the By-laws,  the vote 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.

     2.6       Presiding   Officer   and Secretary of Meeting. The Chairman, or,
in his absence, the Chairman of the Corporate Governance  Committee,  or, in his
absence,  the  Vice-Chairman,  or in his absence,  the  President,  or, in their
absence,  a member of the Board of  Directors  selected by the members  present,
shall preside at meetings of the Board.  The Secretary shall act as secretary of
the meeting,  but in his absence,  the presiding officer may appoint a secretary
of the meeting.

     2.7       Action   by   Consent  without  Meeting.  Any action  required or
permitted  to be taken  at any  meeting  of the  Board  of  Directors  or of any
committee  thereof may be taken without a meeting if all members of the Board or
committee,  as the case may be, consent  thereto in writing,  and the writing or
writings are filed with the minutes or proceedings of the Board or committee.

     2.8       Executive  Committee.  The  Board  of  Directors may appoint from
among its members  and,  from time to time,  may fill  vacancies in an Executive
Committee of two or more to serve  during the pleasure of the Board.  During the
intervals  between the  meetings of the Board,  the  Executive  Committee  shall
possess and may exercise all of the powers of the Board in the management of the
business and affairs of the Corporation conferred by these By-laws or otherwise.
The Committee  shall keep a record of all its proceedings and report the same to
the Board. A majority of the members of the Committee shall constitute a quorum.
The vote of a majority of the members of the Committee present at any meeting at
which a quorum is present shall be the act of the Committee.

     2.9       Compensation   Committee.  The   Board  of  Directors may appoint
from  among  its  members  and,  from  time to time,  may fill  vacancies  in, a
Compensation Committee of two or more to serve during the pleasure of the Board.
Such  Committee  shall  have the power  and  authority  vested in the  Committee
referred to in any Stock  Option Plan of the  Corporation,  and shall have power
with  respect to the  salaries and other  compensation  of all  employees of the
Corporation  or its  subsidiaries  who are directors or whose  salaries are at a
rate of $25,000 or more per year.  The  members of such  Committee  shall not be
eligible to receive any  compensation  from the Corporation or any subsidiary of
the Corporation  except as provided in Section 2.11. Such Committee shall keep a
record of all its  proceedings  and report the same to the Board.  A majority of
the members of such Committee shall constitute a quorum.  The vote of a majority
of the  members of such  Committee  present at any  meeting at which a quorum is
present shall be the act of the Committee.

     2.10      Other  Committees.  The   Board   of  Directors  may also appoint
from among its members such other  committees of two or more directors as it may
from time to time deem desirable and may delegate to such committees such powers
of the Board as it may consider appropriate.

     2.11      Compensation   of   Directors.  Directors   shall   receive  such
reasonable  compensation  for their  service  on the Board of  Directors  or any
committees thereof,  whether in the form of salary or a fixed fee for attendance
at meetings,  or both, with expenses, if any, as the Board of Directors may from
time to time determine.  Nothing herein contained shall be construed to preclude
any Director  from  serving in any other  capacity  and  receiving  compensation
therefor.

     2.12      Removal of Directors. A director may be removed only for cause.

                                   3. OFFICERS

     3.1       Officers, Title, Elections, Terms.

               (a)  The  Corporation  shall  have  a  Chairman,   Vice-Chairman,
President,  a Treasurer  and a  Secretary,  who shall be elected by the Board of
Directors  at  its  annual   meeting   following  the  annual   meeting  of  the
stockholders,  to serve at the  pleasure of the Board or  otherwise  as shall be
specified by the Board at the time of such  election and until their  successors
are elected and qualify.

               (b) The Board of Directors  may elect at any time,  and from time
to  time,  one or  more  Executive  Vice  Presidents,  one or more  Senior  Vice
Presidents,  one or more Vice Presidents, one or more Assistant Vice Presidents,
a  Controller,   one  or  more  Associate  Treasurers,  one  or  more  Assistant
Treasurers,  one  or  more  Assistant  Secretaries  and  one or  more  Assistant
Controllers  and may elect or appoint  such other  officers  or agents with such
duties as it may deem  necessary or desirable.  Such  additional  officers shall
serve at the  pleasure of the Board or  otherwise  as shall be  specified by the
Board at the time of such  election or  appointment.  Two or more offices may be
held by the same person.

               (c) Any  vacancy in any  office  may be filled for the  unexpired
portion of the term by the Board of Directors.

               (d) Any  officer or agent  elected or  appointed  by the Board of
Directors  may be removed at any time by the  affirmative  vote of a majority of
the entire Board of Directors.

               (e)  Any  officer  may  resign  his  office  at  any  time.  Such
resignation shall be made in writing and shall take effect at the time specified
therein  or,  if no  time  be  specified,  at the  time  of its  receipt  by the
Corporation.  The acceptance of a resignation  shall not be necessary to make it
effective, unless expressly so provided in the resignation.

               (f) The  salaries  of all  officers of the  Corporation  shall be
fixed by the Board of Directors.

     3.2       Powers   and  Duties  of Chairman.  The Chairman  shall have such
specific powers and  responsibilities  as may be conferred upon him by the Board
of Directors and shall report  directly to the Board of  Directors.  He shall be
the chief policy officer of the Corporation.  He shall, when present, preside at
meetings  of  the  stockholders,  the  Board  of  Directors  and  the  Executive
Committee.

     3.3       Powers   and   Duties of Vice-Chairman.  The Vice-Chairman  shall
have such specific powers and  responsibilities  as may be conferred upon him by
the Board of Directors.  He shall report directly to the Chairman.  In the event
of the absence of the Chairman,  or his incapacity or inability to act, then the
Vice-Chairman  shall preside at all meetings of the  stockholders,  the Board of
Directors and the Executive Committee.

     3.4       Powers and Duties of President.

               (a) Except in such  instances  as the Board may confer  powers in
particular  transactions upon the Chairman or any other officer,  and subject to
the  control  and  direction  of the Board of  Directors,  the  President  shall
supervise,  manage  and  direct  the  business  of  the  Corporation  and  shall
communicate  to the  Board  of  Directors  and any  committee  thereof  reports,
proposals and recommendations  for their respective  consideration or action. In
the  event  of the  absence  of the  Chairman  and the  Vice-Chairman,  or their
incapacity or inability to act, then the President shall preside at all meetings
of the stockholders, the Board of Directors and the Executive Committee.

               (b) The President  shall act for or on behalf of the  Corporation
in all matters in which action by the  President as such is required by law, and
he may do and  perform  all other acts and things  incident  to the  position of
President, including the signing of contracts and other documents in the name of
the Corporation, except as may be otherwise provided in these By-laws or ordered
by the Board of Directors.

     3.5       Powers  and  Duties  of  Executive Vice  Presidents,  Senior Vice
Presidents,  Vice Presidents and Assistant Vice Presidents.  Each Vice President
shall have such powers and perform  such duties as the Board of Directors or the
President may from time to time  prescribe,  and shall perform such other duties
as may be prescribed in these By-laws.

     3.6       Powers   and   Duties  of   Treasurer,  Associate  Treasurer  and
Assistant Treasurers.

               (a) The  Treasurer  shall  have the care and  custody  of all the
funds and securities of the  Corporation  except as may be otherwise  ordered by
the Board of Directors, and shall cause such funds to be deposited to the credit
of the  Corporation  in such banks or  depositories  as may be designated by the
Board of Directors,  and shall cause such securities to be placed in safekeeping
in such manner as may be designated by the Board of Directors.

               (b) The  Treasurer,  or an Associate  Treasurer,  or an Assistant
Treasurer or such other person or persons as may be designated  for such purpose
by the  Board  of  Directors,  may  endorse  in the name  and on  behalf  of the
corporation all instruments for the payment of money, bills of lading, warehouse
receipts,  insurance  policies and other  commercial  documents  requiring  such
endorsement.

               (c) The  Treasurer,  or an Associate  Treasurer,  or an Assistant
Treasurer or such other person or persons as may be designated  for such purpose
by the Board of Directors  may sign all receipts and vouchers for payments  made
to the  Corporation;  he shall  render a  statement  of the cash  account of the
Corporation  to the Board of Directors as often as it shall require the same; he
shall  enter  regularly  in books to be kept by him for that  purpose,  full and
accurate  account  of all  moneys  received  and paid by him on  account  of the
Corporation, and of all securities received and delivered by the Corporation.

               (d) The  Treasurer  shall  perform  such  other  duties as may be
prescribed  in these  By-laws or assigned to him and all other acts  incident to
the position of Treasurer. Each Associate Treasurer and each Assistant Treasurer
shall  perform  such  duties as may from time to time be  assigned to him by the
Treasurer  or by the  Board of  Directors.  In the event of the  absence  of the
Treasurer or his incapacity or inability to act, then any Associate Treasurer or
any  Assistant  Treasurer  may perform any of the duties and may exercise any of
the powers of the Treasurer.

     3.7       Powers and Duties of  Secretary  and  Assistant  Secretaries.

               (a) The Secretary  shall keep the minutes of all  proceedings  of
the stockholders,  the Board of Directors, the Executive Committee and any other
committees of the Board in proper books provided for that purpose. The Secretary
shall  attend to the giving and  serving of all notices of the  Corporation,  in
accordance  with the  provisions  of these  By-laws and as required by law.  The
Secretary shall be the custodian of the seal of the  Corporation.  The Secretary
may, with the President, an Executive Vice President, a Senior Vice President, a
Vice  President  or other  authorized  officer,  sign all  contracts  and  other
documents in the name of the Corporation, and shall affix or cause to be affixed
the seal of the Corporation to such contracts and other documents  requiring the
seal of the  Corporation,  and when so  affixed,  may attest the same.  He shall
perform such other duties as may be  prescribed  in these By-laws or assigned to
him and all other acts incident to the position of Secretary.

               (b) Each  Assistant  Secretary  shall  perform such duties as may
from  time  to time be  assigned  to him by the  Secretary  or by the  Board  of
Directors.  In the event of the absence of the  Secretary or his  incapacity  or
inability to act, then any Assistant Secretary may perform any of the duties and
may exercise any of the powers of the Secretary.

               (c) The  Secretary  shall prepare and have custody of the list of
stockholders at each meeting of the  stockholders as required by Section 1.11 of
these  By-laws.  The Secretary  shall have custody of all stock books and of all
unissued stock certificates.

     3.8       Powers and Duties of Controller  and  Assistant  Controllers.

               (a) The Controller  shall be responsible  for the  maintenance of
adequate  accounting records of all assets,  liabilities and transactions of the
Corporation.  The  Controller  shall  prepare  and render such  balance  sheets,
budgets and other financial  reports as the Board of Directors,  the Chairman or
the  President  may  require;  and he shall  perform such other duties as may be
prescribed  in these  By-laws or assigned to him and all other acts  incident to
the position of Controller.

               (b) Each Assistant  Controller  shall perform such duties as from
time to  time  may be  assigned  to him by the  Controller  or by the  Board  of
Directors.  In the event of the absence of the  Controller or his  incapacity or
inability to act,  then any Assistant  Controller  may perform any of the duties
and may exercise any of the powers of the Controller.

                               4. 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 of any claim,  issue or matter as to which such person  shall
have been adjudged to be liable for negligence or misconduct in the  performance
of his duty to the  Corporation  unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper.

               (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 subsections (a) or (b), 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.

               (d) Any indemnification  under subsections (a) or (b) may be made
as ordered by a court or as  authorized by the  Corporation  (i) in any 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 subsections (a) and (b), or (ii) in
any other lawful  manner.  Without  limiting the next preceding  sentence,  such
determination  may 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 a quorum is not  obtainable,  or, even if obtainable
and a quorum of disinterested directors so directs, by independent legal counsel
in a written  opinion,  or (3) by the  stockholders,  or (4) in any other lawful
manner.

               (e) Expenses  incurred in  defending a civil or criminal  action,
suit or  proceeding  shall be paid by the  Corporation  in  advance of the final
disposition  of such action,  suit or  proceeding  as authorized by the Board of
Directors in the specific case upon receipt of an undertaking by or on behalf of
the  director,  officer,  employee or agent to repay such amount unless it shall
ultimately  be  determined  that  he  is  entitled  to  be  indemnified  by  the
Corporation as authorized in this Section 4.

               (f) The  indemnification  provided by this Section 4 shall not be
deemed exclusive of any other rights to which those seeking  indemnification may
be entitled  under any  statute,  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,  and 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.

               (g) 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 Section 4.

               (h) For  the  purpose  of  this  Section  4,  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.

               (i) The Board of  Directors  shall  have power to  indemnify  any
person included within any category  described in Section 4(a) against any loss,
liability or expense  (including  attorneys' fees, fines,  judgments and amounts
paid in settlement) arising out of his service in any such category, unless such
indemnity is prohibited by law  applicable  to the  Corporation,  and shall have
such power  regardless of whether such indemnity is authorized by Section 145 of
the General Corporation Law.

                                5. CAPITAL STOCK

     5.1       Stock Certificates

               (a) 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
or the Vice-Chairman, or the President or a Vice President, and by the Treasurer
or an Assistant Treasurer or the Secretary or an Assistant Secretary, certifying
the number of shares owned by him.

               (b) If such  certificate  is  countersigned  by a transfer  agent
other than the  Corporation  or its employee,  or by a registrar  other than the
Corporation or its employee,  the signatures of the officers of the  Corporation
may be  facsimiles,  and, if  permitted  by law,  any other  signature  may be a
facsimile.

               (c) In  case  any  officer  who has  signed  or  whose  facsimile
signature  has been  placed  upon a  certificate  shall  have  ceased to be such
officer before such  certificate is issued,  it may be issued by the Corporation
with the same effect as if he were such officer at the date of issue.

               (d)  Certificates  of stock  shall  be  issued  in such  form not
inconsistent  with the Certificate of  Incorporation as shall be approved by the
Board of Directors.  They shall be numbered and registered in the order in which
they are issued.

               (e) All  certificates  surrendered  to the  Corporation  shall be
cancelled with the date of cancellation, and shall be retained by the Secretary,
together  with the powers of  attorney to transfer  and the  assignments  of the
shares  represented  by such  certificates,  for such period of time as shall be
prescribed from time to time by resolution of the Board of Directors.

     5.2       Record   Ownership.  A  record  of  the  name and  address of the
holder of each  certificate,  the number of shares  represented  thereby and the
date of issue thereof shall be made on the Corporation's  books. The Corporation
shall be  entitled  to treat the  holder of any share of stock as the  holder in
fact thereof,  and accordingly  shall not be bound to recognize any equitable or
other claim to or interest in any share on the part of any other person, whether
or not it shall have express or other notice thereof, except as required by law.

     5.3       Transfer  of  Record  Ownership.  Transfers  of  stock  shall  be
made on the books of the  Corporation  only by  direction of the person named in
the certificate or his attorney,  lawfully constituted in writing, and only upon
the surrender of the certificate therefor and a written assignment of the shares
evidenced  thereby.  Whenever any transfer of stock shall be made for collateral
security,  and not  absolutely,  it shall be so  expressed  in the  entry of the
transfer  if,  when  the  certificates  are  presented  to the  Corporation  for
transfer, both the transferor and transferee request the Corporation to do so.

     5.4       Lost,    Stolen    or    Destroyed   Certificates.   Certificates
representing  shares of the stock of the Corporation shall be issued in place of
any  certificate  alleged to have been lost,  stolen or destroyed in such manner
and on such terms and conditions as the Board of Directors from time to time may
authorize.

     5.5       Transfer  Agent;  Registrar;  Rules  Respecting Certificates. The
Corporation  shall maintain one or more transfer offices or agencies where stock
of the Corporation  shall be transferable.  The Corporation  shall also maintain
one or more registry offices where such stock shall be registered.  The Board of
Directors  may  make  such  rules  and  regulations  as it  may  deem  expedient
concerning the issue, transfer and registration of stock certificates.

     5.6       Fixing  Record   Date   for   Determination  of  Stockholders  of
Record.  The Board of Directors may fix in advance a date as the record date for
the purpose of  determining  stockholders  entitled to notice of, or to vote at,
any meeting of the stockholders or any adjournment  thereof, or the stockholders
entitled  to  receive  payment  of any  dividend  or other  distribution  or the
allotment  of any rights,  or entitled to exercise  any rights in respect of any
change,  conversion  or exchange of stock,  or to express  consent to  corporate
action in writing without a meeting,  or in order to make a determination of the
stockholders for the purpose of any other lawful action. Such record date in any
case shall not be more than sixty days nor less than ten days before the date of
a meeting  of the  stockholders,  nor more than  sixty  days  prior to any other
action  requiring such  determination  of the  stockholders.  A determination of
stockholders  of  record  entitled  to  notice  or  to  vote  at  a  meeting  of
stockholders shall apply to any adjournment of the meeting;  provided,  however,
that the Board of Directors may fix a new record date for the adjourned meeting.

                      6. SECURITIES HELD BY THE CORPORATION

     6.1       Voting.  Unless   the  Board  of Directors shall otherwise order,
the  Chairman,  the  Vice-Chairman,  the  President,  any  Vice  President,  the
Secretary or the Treasurer shall have full power and authority, on behalf of the
Corporation,  to attend,  act and vote at any meeting of the stockholders of any
corporation  in which the  Corporation  may hold  stock and at such  meeting  to
exercise any or all rights and powers  incident to the  ownership of such stock,
and to  execute  on  behalf of the  Corporation  a proxy or  proxies  empowering
another or others to act as aforesaid.  The Board of Directors from time to time
may confer like powers upon any other person or persons.

     6.2       General   Authorization  to   Transfer   Securities   Held By the
Corporation.

               (a) Any of the  following  officers,  to wit: the  Chairman,  the
Vice-Chairman, the President, any Vice President, the Treasurer, the Controller,
any  Associate  Treasurer,  Assistant  Treasurer or Assistant  Controller of the
Corporation shall be, and they hereby are, authorized and empowered to transfer,
convert,  endorse,  sell,  assign,  set over and  deliver  any and all shares of
stock, bonds, debentures, notes, subscription warrants, stock purchase warrants,
evidences of indebtedness,  or other securities now or hereafter standing in the
name of or owned by the Corporation, and to make, execute and deliver, under the
seal of the  Corporation,  any and all written  instruments  of  assignment  and
transfer necessary or proper to effectuate the authority hereby conferred.

               (b)  Whenever  there  shall  be  annexed  to  any  instrument  of
assignment  and  transfer  executed  pursuant  to and  in  accordance  with  the
foregoing  paragraph  (a),  a  certificate  of  the  Secretary  or an  Assistant
Secretary of the Corporation in office at the date of such  certificate  setting
forth the provisions of this Section 6.2 and stating that they are in full force
and effect and setting  forth the names of persons who are then  officers of the
Corporation,  then all persons to whom such  instrument and annexed  certificate
shall   thereafter   come  shall  be  entitled,   without   further  inquiry  or
investigation and regardless of the date of such  certificate,  to assume and to
act in reliance upon the assumption that the shares of stock or other securities
named  in such  instrument  were  theretofore  duly  and  properly  transferred,
endorsed,  sold, assigned,  set over and delivered by the Corporation,  and that
with  respect to such  securities,  the  authority  of these  provisions  of the
By-laws and of such officers is still in full force and effect.

                                 7. SIGNATORIES

     All  checks or  demands  for money  and notes of the  Corporation  shall be
signed by such  officer or officers or such other person or persons as the Board
of Directors may from time to time designate.

                                     8. SEAL

     The seal of the  Corporation  shall be in such  form and  shall  have  such
content as the Board of Directors shall from time to time determine.

                                 9. FISCAL YEAR

     The fiscal  year of the  Corporation  shall be  determined  by the Board of
Directors.

                     10. WAIVER OF OR DISPENSING WITH NOTICE

               (a)  Whenever  any  notice of the time,  place or  purpose of any
meeting of the stockholders, directors or a committee is required to be given by
law, the  Certificate of  Incorporation  or these  By-laws,  a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the holding thereof,  or actual attendance at the meeting in person or,
in the  case  of any  stockholder,  by his  attorney-in-fact,  shall  be  deemed
equivalent to the giving of such notice to such persons.

               (b) No notice need be given to any person with whom communication
is made  unlawful  by any law of the  United  States  or any  rule,  regulation,
proclamation or executive order issued under any such law.

                            11. AMENDMENT OF BY-LAWS

     11.1      By   Board   of  Directors. The By-laws of the Corporation may be
altered,  amended  or  repealed  or new  By-laws  may be made or  adopted by the
affirmative  vote of a  majority  of the whole  Board at any  regular or special
meeting of the Board.  No notice of any such  meeting  shall be required  unless
required  otherwise  than under this  Section 11 and no such  notice need in any
event make any reference to any proposed change in the By-laws.

     11.2      By   Stockholders.  The  By-laws  of  the Corporation may also be
altered,  amended or  repealed or new By-laws may be made or adopted by the vote
of a majority in interest of the  stockholders  represented and entitled to vote
upon the election of directors, at any meeting at which a quorum is present.